Exhibit
4.70

    English Translation of
Chinese Language Document

    


    Contract
No.: QT220090217

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    EPC
Contract For

     Multiple
BIPV Photovoltaic Grid-Connected System Demonstration Project of

    CEEG
Nanjing Science and Technology Park

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Party A:
China Sunergy
(Nanjing) Co. Ltd.

    Party B:
CEEG (Nanjing) Solar
Research Institute Co., Ltd.

     

    
 

    
      
         


      

      
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    Table
of Contents

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            1. Contract contents

                                          	
                                            3

                                          
	
                                            2. Total contract price

                                          	
                                            3

                                          
	
                                            3. Payment method

                                          	
                                            4

                                          
	
                                            4. Project equipment and system
      requirements

                                          	
                                            4

                                          
	
                                            5. Party A's
    responsibilities

                                          	
                                            5

                                          
	
                                            6. Party B's
    responsibilities

                                          	
                                            5

                                          
	
                                            7. Project progress and
      acceptance

                                          	
                                            6

                                          
	
                                            8. Quality Guarantee

                                          	
                                            6

                                          
	
                                            9. Quality Warranty, After-sale Service and
      Training

                                          	
                                            7

                                          
	
                                            10. Liability for Breach of Contract

                                          	
                                            7

                                          
	
                                            11. Force Majeure

                                          	
                                            8

                                          
	
                                            12. Litigation

                                          	
                                            8

                                          
	
                                            13. Miscellaneous

                                          	
                                            8

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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    Buyer
(Party A): China
Sunergy (Nanjing) Co. Ltd.

    Supplier
(Party B): CEEG
(Nanjing) Solar Research Institute Co., Ltd.

    In
accordance with the provisions of the Contract Law of the People's Republic of
China and other relevant national laws and regulations, based on the specific
situation of this project, China Sunergy (Nanjing) Co.
Ltd. (hereinafter referred to as Party A), with its registered address at
123 Focheng West Road,
Jiangning Economy & Technology Development Zone, Nanjing and CEEG (Nanjing) Solar
Research Institute Co., Ltd. (hereinafter referred to as Party B), with
its registered address at Shuige Road, Jiangning
Economy & Technology Development Zone, Nanjing, reached an agreement
on December 30,
2009 through friendly negotiation to conclude the following contract
(this “Contract”) for mutual compliance and performance.

    


    1.
Contract contents

    1.1
According to the terms of this Contract, Party A will buy certain equipments and
the relevant services for the Multiple BIPV Photovoltaic Grid-Connected System
Demonstration Project of CEEG Nanjing Science and Technology Park (hereinafter
referred to as "Project") from Party B. The equipments to be supplied by Party B
under this Contract are shown in Annex 4—Supply Checklist and Prices, and the
acceptance standard shall comply with the relevant national
standard.

    1.2 Party
B's design shall conform to the Ningjiankezi[2009] No.752 Document issued by
Nanjing Municipal Construction Commission, Article 5 "The project shall be
implemented in strict compliance with the existing national standards and the
Technology Specification for Application of Integrated Solar Photovoltaic and
Building System issued by Jiangsu Province. The design, construction,
supervision and inspection units of the Project shall have necessary
qualifications.”

    1.3 Party
B shall provide Party A with design scheme for grid-connected power generation
system of the Project as well as the detailed construction drawing design and
design institute's consulting service;

    1.4 Party
B shall provide Party A with grid-connected inverters, supports, foundation
components, cables and other auxiliary parts required for the implementation of
the Project;

    1.5 Party
B shall provide Party A with project design, construction, procurement,
installation, system testing, acceptance, review (including preliminary review,
final acceptance of construction and power procurement agreement, etc.) and
after-sales service, etc.

    1.6 Party
B shall provide Party A with technical data in relation to the Project, and
provide technical service for Party A's project acceptance or project
application;

    1.7 Party
B shall provide Party A with the services of free repair or replacement of
faulty parts occurring in the warranty period as stipulated in the
Contract;

    1.8 Party
B shall provide Party A with five copies of complete data (including design
drawings and effect drawings, etc.) for Party A's use, and at the same time
Party B shall provide Party A with the complete electronic
documents.

    2.
Total contract price

    The total
contract price is RMB thirty three million yuan only (RMB33,000,000.00) (See
Annex 4 for the equipments, materials, models and quantities, etc.).The total
price shall include the equipment costs, design expenses, field installation
expenses, system testing expenses, management expenses, charges for transporting
the equipment (materials) to the construction site (i.e. CEEG Nanjing Science
and Technology Park), handling charges as well as insurance expenses, all taxes
and dues stipulated by the government, labour costs and project application
expenses, acceptance costs (excluding the acceptance of power connection
system),wastage and profit, etc. Party A shall provide the modules. Party A
shall send special persons to participate in Party B's bid negotiation and
invitation. See Annex 4—Supply Checklist and Prices.


    
      
         


      

      
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    3.
Payment method

    Party A
shall pay Party B the contract price according to the following method and
percentage, and at the same time Party B shall provide the corresponding value
added tax invoices.

    3.1 The
modules required for this project shall be provided by Party A. Within three
working days after signing of the Contract, Party A shall pay Party B RMB nine
million five hundred and eighty-eight thousand yuan only (RMB9,588,000) as
advance payment of the Project;

    3.2
Within five days after the first batch of products arrives at the site and then
is unpacked for inspection and thus approved, Party A shall pay Party B RMB five
million three hundred and ninety-two thousand yuan only
(RMB5,392,000);

    3.3
Payment upon acceptance

    After the
system testing is finished, Party B shall organize Party A to check and accept
the system functions. Party B is responsible for all related reviews and
examinations before final acceptance of the Project (including Department of
Construction, Development and Reform Commission, environment, health, safety,
fire control, power system and other related matters). Within two weeks after
the Project is accepted by the Department of Construction and power system
expert review group, Party A shall pay the remaining balance of RMB 1 million
(RMB1,000,000).

    4.
Project equipment and system requirements

    4.1
Delivery of equipment

    Party B
shall be responsible for transporting the equipment and technology data listed
in Annex 4 to the construction site, and assume the obligations of warehousing,
transport and insurance, etc. before that.

    Party B
must ensure that the equipment offered is brand-new equipment recognized by the
power department. The entry of equipment into the site shall be signed by Party
A's on-site project manager for confirmation.

    4.2
Equipment packing

    The
equipment under this Contract shall be packed in the original factory, and Party
B shall take protective measures to make the products arrive at the site safely
according to characteristics of products. Any responsibility resulted from the
rusting and damage arising from improper packing shall be assumed by Party
B.

    4.3
Equipment inspection

    The
equipment inspection shall be organized by Party B together with Party A's
on-site project manager, and then both parties shall jointly sign an inspection
certificate. If any equipment is determined as unqualified, Party B shall repair
or replace the equipment in a timely manner until the equipment is
qualified.

    For the
acceptance of equipment, the final acceptance and commissioning of the Project
shall prevail.

    4.4
System design

    Party B
must guarantee that the design of technology solution for the Project is
reasonable and complies with the design requirements of photovoltaic
grid-connected system and relevant national standards. Before the finalization
of feasibility study report and design, Party B must gain the primary
recognition from relevant government departments (including but not limited to
those government departments responsible for construction, development and
reform, power, planning, fire control and environmental protection,
etc.);


    
      
         


      

      
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    4.5
System installation and calibration

    Prior to
system installation, Party B shall explain for the installation requirements in
detail. See Annex 2 Design Scheme for more details.

    4.6
System acceptance

    See
Article 7. Project progress and acceptance.

    5.
Party A's responsibilities

    5.1 Party
A shall send at least one person to hold the post of Party A's project manager,
to be responsible for coordinating the problems that cannot be solved by Party B
in the entire implementation process of the Project.

    5.2 Party
A shall be responsible for providing the cell panel modules for the Project, and
assume the full responsibility for the quality of modules;

    5.3 Party
A is entitled to participate in the inspection and test of any equipment in the
equipment manufacturing period. Party B shall provide active support, but Party
A’s inspection and test shall not waive the responsibility that Party B shall
assume according to the Contract.

    6.
Party B's responsibilities

    6.1 Party
B shall communicate with the design institute for the project design scheme and
the construction drawing design scheme, provide the required technology data and
carry out the communication and consultation with the design
institute.

    6.2 Party
B shall be responsible for the construction, installation and maintenance of the
Project, and ensure the reliable and stable operation of the system. Party B
shall send at least one project manager to the construction site, to supervise
the field schedule, construction quality and production safety,
etc.

    6.3 Party
B shall be responsible for providing the technology data in relation to the
Project to Party A, and provide technical support for applying for project
subsidy and technical service for Party A's project acceptance or
application;

    6.4 Party
B must guarantee that Party A will not receive any claims against it regarding
infringement of patent, trademark and industrial design right from the third
party for the reason of Party B. In case any third party makes such a claim,
Party B must actively negotiate with this third party, to avoid or reduce the
losses caused to Party A to the largest extent. Meanwhile, in case Party A
suffers any losses resulted therefrom, Party B shall bear the responsibility of
compensation for such losses.

    6.5 When
the products' specification, performance or quality fails to comply with the
provisions of this Contract, Party B shall be responsible for maintenance,
return or replacement of such products;

    6.6 When
Party B fails to deliver the products according to the quantity stipulated in
the Contract, Party B shall make up the missing part if Party A requires for it
and accept the product return of Party A does not require it. Party B shall bear
the losses incurred from the return of products.

    6.7 For
any products defaults due to the inconformity with the provisions of the
Contract in product packing, Party B shall be responsible for the repair or
replacement of products, and bear the expenses incurred herein. If Party A
incurs any losses from the delayed delivery resulted from the aforesaid reason,
Party B shall bear the responsibility of compensation for such
losses.


    
      
         


      

      
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    6.8 In
case that the delivery of products is delayed not because of Party A or any
force majeure and any losses are caused to Party A from such delayed delivery,
Party B shall bear the responsibility of compensation for such
losses.

    6.9 The
acceptance of Party B’s products shall not in whole or in part exempt Party B
from the responsibility of ensuring that the products have no quality defects
according to the Contract.

    7.
Project progress and acceptance

    7.1 After
the execution of this Contract, Party B shall organize the technical personnel
to design drawings, arrange the production of inverters, and purchase the solar
modules and cables and related equipment.

    7.2 Party
B shall conduct the construction, testing and acceptance of the Project
according to the project schedule stipulated in the Contract. See Annex
3—Progress Schedule for more details.

    7.3 Party
A shall organize acceptance within one week from the date when Party B files
application for acceptance. In case that the project is delayed or uncompleted
for reasons of Party A, Party A shall bear the relevant
responsibilities.

    7.4 Party
A shall be responsible for organizing acceptance, and Party B shall cooperate
with Party A to finish the acceptance work (Department of construction,
development and reform commission and departments of environment, health,
safety, fire control and power, etc.) Party B shall ensure the normal operation
of the system during such period. In case any defect occurs, Party B must
reorganize acceptance after eliminating the defect.

    7.5 The
acceptance items shall include all engineering data as well as system's
schematic diagram, detailed construction drawing, system's operation instruction
and maintenance instruction, etc. Party B shall provide all kinds of data
required by Party A.

    8.
Quality Guarantee

    8.1 Party
B shall produce and inspect the products in strict compliance with this Contract
to guarantee that the quality, model, specification and performance of products
are in conformity with the Contract, and guarantee the products are brand new
and unused.

    8.2
During the installation of equipment, in case the accessories are damaged or the
quality thereof is inconsistent with the requirements of the Contract, Party B
shall be responsible for replacing such accessories and assume relevant
responsibilities.

    8.3 After
Party B’s equipment is correctly installed, used and maintained, it shall
achieve a satisfactory effect within its service life.

    8.4 The
equipment shall be subject to quality acceptance according to the quality
standards specified herein and relevant national and Jiangsu Province’s
acceptance specifications. Party B shall be responsible for making the system
pass the inspection, testing and final acceptance of relevant departments
(including the review matters regarding the project, such as review by
department of construction, review by development and reform commission, health
and safety review and fire fighting review), and assisting Party A in passing
the final acceptance by the construction committee and power
department.

    8.5 Party
B shall, within the warranty period of goods, be responsible for any defects or
faults arising from the deficiency on design, workmanship or materials, and for
the maintenance service. However, Party B shall coordinate Party A to solve the
problems caused due to improper use or custody by Party A at the cost of Party
A.


    
      
         


      

      
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    9.
Quality Warranty, After-sale Service and Training

    9.1 Party
B shall, upon the final acceptance of the project, provide Party A with the
Quality Warranty Certificate in a timely manner, which specifies that Party B
shall be responsible for free maintenance of the equipment within 1 years from
the date of final acceptance of the entire project, including the arrangement of
semiannual maintenance and annual maintenance, inspection contents and technical
requirements; and shall attach the three-year maintenance scheme upon expiry of
the free maintenance period.

    9.2
During the warranty period, Party B shall, within 24 hours upon receipt of Party
A’s repair notice, settle the dispatch of maintenance personnel and the arrival
time to the site according to the requirements of Annex 1 hereto; otherwise,
Party A shall be entitled to organize the repair by itself at the cost of Party
B.

    9.3 If
there is any quality defects of products during the warranty period, Party B
shall investigate the reasons. For quality defects arising from Party B’s
reasons, Party B shall conduct maintenance or replacement at its own
cost.

    9.4 The
cost incurred from the investigation of the above-mentioned quality defects
shall be born by the responsible party upon finding out the reason of
defects.

    9.5 The
format and content of the Quality Warranty Certificate are specified in Annex 1
hereto, and the Quality Warranty Certificate signed upon the final acceptance of
the project shall not substantially conflict with Annex 1.

    9.6 Main
contents of the Quality Warranty Certificate: (see Annex 1 Quality Warranty
Certificate and its contents)

    9.6.1
Scope and contents of quality warranty;

    9.6.2
Quality warranty period;

    9.6.3
Quality warranty responsibility;

    9.7 Upon
expiry of the warranty period, if there is any fault of equipment, Party B shall
actively assist in replacing the accessories at the price specified in the
Contract.

    9.8
After-sale service

    9.8.1 All
products must be accompanied with a product quality certificate supplied by the
original equipment supplier.

    9.8.2 For
the faults of any key system equipment, the response time of any emergency fault
shall be less than 60 minutes. For the equipment that fails to be repaired in a
timely manner, Party B shall provide the standby equipment (within 24
hours).

    9.9
Training requirements

    9.9.1
Party A’s professional personnel shall receive the technical training to be
familiar with the system operating environment and have a solid understanding to
the performance and use method of the equipment. At the same time, Party B shall
prepare the power distribution mimic diagrams and stick them on the wall as
required by Party A.

    9.9.2 The
training time and date must be arranged upon execution of the contract. The
field training shall be carried out upon completion of the system.

    9.9.3
Contents of field training: operation and maintenance of photovoltaic
grid-connected system.

    10.
Liability of Breach of Contract

    10.1 In
case Party A rejects to accept the equipment or refuses the make payment of the
contract price without reasonable basis, it shall pay Party B the entire amount
of the Contract.


    
      
         


      

      
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    10.2 For
the defects arising from the equipment, manufacturing quality and materials
supplied by Party B, Party B shall be responsible for the maintenance or
replacement of damaged parts for free.

    11.
Force Majeure

    Force
majeure refers to explosion, fire, earthquake and other disasters caused due to
war, turmoil, falling of flying objects or by any party other than the parties
hereto. Any party hereto, if failing to perform the Contract in whole or in part
due to force majeure, shall immediately notify the other party of the reasons of
such failure of performance and may be, wholly or partially, excepted from the
obligations to the other party upon obtaining the certificate of relevant
department.

    12.
Litigation

    Any
litigation arising from the disputes over the Contract may be filed to the
people’s court where Party A is located.

    13.
Miscellaneous

    13.1 For
matters not mentioned herein, a supplementary agreement may be concluded through
negotiation by the parties.

    13.2 The
supplementary agreement and annexes hereto shall have the same legal effect as
the Contract.

    13.3 The
Contract is made in from counterparts, two for each party, all of which shall
have the equal effect.
 

    
      
         


      

      
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                                Party
      A: China Sunergy
      (Nanjing) Co. Ltd. /s/

                              	 
      	
                                Party
      B: CEEG
      (Nanjing) Solar Research Institute Co., Ltd. /s/

                              
	 
      	 
      	 
      
	
                                Address.:
      123 Focheng West
      Road, Jiangning Economy & Technology Development Zone, Nanjing
      City

                              	 
      	
                                Address.: 6 Shuige Road, Jiangning Economy & Technology
      Development Zone, Nanjing City

                              
	
                                Legal
      representative: Tingxiu
      Lu

                              	 
      	
                                Legal
      representative: Ronggui
      Sun

                              
	
                                Entrusted
      agent:

                              	 
      	
                                Entrusted
      agent:

                              
	
                                Tel.:

                              	 
      	
                                Tel.:

                              
	 
      	 
      	 
      
	
                                Account
      name: China
      Sunergy (Nanjing) Co. Ltd.

                              	 
      	
                                Account
      name: CEEG
      (Nanjing) Solar Research Institute Co., Ltd.

                              
	
                                Bank
      name: China
      Merchants Bank, Jiangning Sub-Branch

                              	 
      	
                                Bank
      name: Industrial
      and Commercial Bank of China, Jiangning Economy  &
      Technology Development Zone Sub-Branch

                              
	
                                Account
      No.: 078002380175610001

                              	 
      	
                                Account
      No.: 4301021109100122068

                              
	
                                Post
      code: 211100

                              	 
      	
                                Post
      code: 211153

                              
	
                                Date
      of signing: December 29,
      2009

                              	 
      	
                                Date
      of signing: December 29,
      2009

                              


                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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