Exhibit
4.63

    English Translation of
Chinese Language Document

    


    Purchase
Contract

    
Contract
No.: CG120090273/CSMI090606

    


    
      
        
          
            	
                    The
      Seller: CEEG
      (Nanjing) Semiconductor Material Co., Ltd.

                  	
                    Signing
      Place: Nanjing

                  
	
                    The
      Buyer: China
      Sunergy (Nanjing) Co., Ltd.

                  	
                    Signing
      Date: 2009.07.23

                  


          

        

      

    

    


    Through
amicable consultation and in accordance with the Contract Law of the People’s Republic of China, the
parties hereof agreed to enter into the following contractual terms for mutual
compliance and performance.

    


    1.
Product name, specification, type, quantity and price:

    From July
2009 to December 2009, the Seller shall sell to the Buyer 1 million pieces
of monocrystalline silicon wafers each month. The price of wafers
shall be calculated based on the reference of the current market price of
polycrystalline silicon materials and processing fees of crystal pulling and
slicing.  (The actual supply price is to be negotiated by the parties
each month before delivery, but the Seller shall ensure that the sales price
shall be 5% lower than the current market price.  The market price is to be
provided by the Buyer according to the actual average supply price of other
independent third party main suppliers). The total contract price is about
RMB 100 million.

    


    To
process polycrystalline silicon materials into monocrystalline silicon wafers,
the processing conditions are as follows:

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        No.

                                                      	 
      	
                                                        Product Name

                                                      	 
      	
                                                        Specification

                                                        & model

                                                      	 
      	
                                                        Rate

                                                        (PCS/KG)

                                                      	 
      	
                                                        Processing Fees

                                                        (RMB/PC)

                                                      	 
      	
                                                        Remarks

                                                      
	
                                                        1

                                                      	 
      	
                                                        monocrystalline
      silicon

                                                        wafer
      with boron

                                                      	 
      	
                                                        S125/D150

                                                      	 
      	
                                                        68

                                                      	 
      	
                                                        9

                                                      	 
      	
                                                        Tax
      included

                                                      
	
                                                        2

                                                      	 
      	
                                                        monocrystalline
      silicon

                                                        wafer
      with gallium

                                                      	 
      	
                                                        S125/D150

                                                      	 
      	
                                                        68

                                                      	 
      	
                                                        9

                                                      	 
      	
                                                        Tax
      included

                                                      
	
                                                        3

                                                      	 
      	
                                                        monocrystalline
      silicon

                                                        wafer
      in square shape

                                                      	 
      	
                                                        S125/D165

                                                      	 
      	
                                                        56

                                                      	 
      	
                                                        8.7

                                                      	 
      	
                                                        Tax
      included

                                                      
	
                                                        4

                                                      	 
      	
                                                        monocrystalline
      silicon

                                                        wafer

                                                      	 
      	
                                                        S156/D200

                                                      	 
      	
                                                        38

                                                      	 
      	
                                                        15

                                                      	 
      	
                                                        Tax
      included

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    2. Terms
and time of payment

    2.1 After
the effectiveness of this contract, the Buyer shall pay up the payment for goods
within 15 working days after receiving the goods delivered by the Seller and
shall make the payment in accordance with the actually delivered quantity of
goods.

    2.2 The
Seller shall be responsible for providing the Buyer with full-amount
invoices of 17% value-added tax (VAT) within five days after delivery of
goods. If the Seller fails to provide the VAT invoices within thirty days or the
Buyer suffers tax losses due to the Seller’s fault, the losses shall be borne by
the Seller.

    


    3.
Packing, transportation and insurance of goods

    3.1
Packing shall meet the transportation requirements of the solar grade monocrystalline silicon wafers. Any losses
arising from improper packing shall be borne by the Seller.

    3.2 The
Seller shall be responsible for transportation and cover the freight and
insurance premium.

    


    4. Term
and place of delivery

    4.1 Term
of delivery: From July 2009 to December 2009, the Seller plans to supply to
the Buyer 1 million pieces of monocrystalline silicon wafers each
month.  The actual quantity of delivery shall be subject to the
purchase order issued by the Buyer each month.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    4.2 Place
of delivery: Both parties agree that the place of delivery shall be the Buyer’s
factory.

    


    5.
Quantity and quality inspection and objection

    In case
of any quantity problem or quality defect, the Buyer shall complete
inspection in accordance with the standards stipulated hereunder and claim
within 30 days after the arrival of the goods at the Buyer’s warehouse. The
Seller shall reply within seven days upon receipt of such written notice on
quantity or quality objection. If the Seller fails to reply within seven days,
it shall be deemed that the Buyer’s quantity or quality objection has been
accepted by the Seller.

    


    6.
Liabilities for breach

    6.1  Within
the quality inspection period, if the type, specifications and technology
parameters of the products delivered by the Seller do not conform to this
contract, the Buyer shall be entitled to choose payment refund, replacing of
qualified goods or price reduction according to the specific situation of the
products. The Seller shall reply within three days after receiving the Buyer’s
written disposal opinion, otherwise it shall be deemed as having consented to
the Buyer’s disposal opinion.

    6.2 If
the Seller delays the delivery, the Seller shall pay to the Buyer a default
penalty of 0.05% of the total value of the delayed goods per day.  If
the Buyer delays the payment, the Buyer shall pay to the Seller a default
penalty of 0.05% of the total value of the delayed payment per day.

    


    7.
Transfer of Contractual Rights and Obligations

    Neither
party may transfer all or part of the rights and obligations hereunder without
written consent of the other party.

    


    8.
Confidentiality

    The
parties hereto and their respective employees, agents, representatives and
counsels shall treat the terms and conditions under this contract and any of its
supplementary agreements as business secrets and shall not disclose the
information to any third party without consent of the other party. Otherwise,
the defaulting party shall compensate as much as twice of the direct or indirect
losses to the other party.

    


    9. Force
majeure

    If any
party fails to perform the contract due to any force majeure event, the affected
party shall notify the other party in writing within seven days upon the
occurrence of such event, and shall present written evidence issued by the
relevant authority within fifteen days upon the end of such event. The
affected party could be partially or wholly exempted from the liabilities in the
light of the impact caused by such force majeure event. Where an event of force
majeure occurs after the party’s delay in performance, the defaulting party
shall not be exempted from its liabilities.

    


    10.
Integrity Assurance

    10.1 It
shall be deemed as damage to the other party’s interest if any party and its
staff directly or indirectly give, in the name of the company or an individual,
a gift of money, valuables, securities or provide an improper interest in other
forms to any employee of the other party, or if any party and its staff carries
out a transaction similar to this contract, in the name of the company or an
individual, with any employee of the other party or any third person introduced
by such employee. The damaging party shall compensate as much as twice of the
direct or indirect losses incurred by the damaged party for such reason, and
shall be liable for the liquidated damages of 20% of the amount of this contract
per breach (up to RMB 1,000,000).

    10.2 The
integrity report method: Supervision Report Mailbox: JC@Chinasunergy.com,
Report Phone Number: 86-25-5276 6726

    


    11.
Prohibition of commercial fraud

    If any
party hereof breaches the principle of honesty by providing to the other party
false registration materials,  false certificates of qualification or
false information, or by hiding the truth to deceive the other party or the end
user, it shall be liable for the liquidated damages of 20% of the amount of this
contract (up to RMB 1,000,000). This Article shall not preclude the liabilities
of breach undertaken by the parties according to other provisions
hereunder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    12.
Dispute resolution

    Any and
all disputes arising from the validity, performance or interpretation of
this contract shall first be resolved by the parties through amicable
consultation. In case no settlement can been reached through consultation, the
disputes shall be governed by the people’s court of first instance with
jurisdiction where the Buyer is located.  All related fees paid for
litigation (including attorney fees, travel fees, evidence collection fees,
notarization fees and litigation fees, etc) shall be borne by the losing
party.

    


    13.
Effective and miscellaneous

    13.1
This contract shall take effect upon signature and seal by both parties.
The printed text of the content hereof shall prevail. In case of any
modification, the parties hereto shall confirm the modified text by signature
and seal. In case the contract text covers more than one page, seal on the
perforation shall be affixed to such pages.

    13.2
This contract is in duplicate, with each party holding one counterpart
respectively. The two counterparts shall have the same legal effect. The parties
hereof shall send the original contract to each other within three working days
of the date hereof. The fax copy shall have the same effect as the
original.

    13.3 Any
matters not covered in this contract shall be negotiated by both parties and set
forth in the supplementary agreements, which shall have the same legal effect as
this contract.

    


    
      
        
          
            
              
                
                  	
                          The
      Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd.
/s/

                        	
                          The
      Buyer: China Sunergy (Nanjing) Co., Ltd. /s/

                        
	
                          Contact:

                        	
                          Contact:

                        
	
                          Date:

                        	
                          Date:

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Supplementary
Contract

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Contract
      No.: CG120090402

                                      
	 	
                                        Signing
      Place: Jiangning District, Nanjing

                                      
	 	
                                        Signing
      Date: 2009-11-09

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

                                      	
                                        Party B: CEEG
      (Nanjing) Semiconductor
      Material
      Co.,
      Ltd.

                                      
	Address:
      No. 123, West Focheng Road,  	
                                        Address:
      No. 6, Shuige Road, Economy and

                                      
	
                                        Economy
      and Technology Development Zone, 

                                      	Technology
      Development Zone, Jiangning,  
	Jiangning,
      Nanjing  	Nanjing 
	 	 
	
                                        Tel:
      025-52766603

                                      	
                                        Tel:
      025-52095899

                                      
	
                                        Fax:
      025-52766882

                                      	
                                        Fax:
      025-52095953

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    As the
parties hereto entered into the original purchase contract (no. CG120090273) on
July 23, 2009, through friendly negotiation, the parties conclude the below
provisions as its supplementary contract:

    


    1.           If
the 109498 pieces of S125/D165 monocrystalline silicon wafer in square shape
delivered pursuant to CG120090273 result in the conversion efficiency of lower
than 16.75% in the manufacturing process of solar cells, Party B shall purchase
such low efficiency solar cells at the price of RMB24.5/piece (tax
included).

    


    2.           If
the 109498 pieces of S125/D165 monocrystalline silicon wafer in square shape
delivered pursuant to CG120090273 result in any off-specification solar cells in
the manufacturing process (e.g. A1, A2, A3 or B type solar cells), Party B shall
purchase such off-specification solar cells at the price of RMB24.5/piece (tax
included).

    


    3.           The
data of solar cells herein refer to the products that Party A manufactures.
Other provisions in the original contract shall remain unchanged.

    


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

                            	
                              Party
      B: CEEG (Nanjing) Semiconductor Material Co., Ltd. /s/

                            
	
                              Contact:

                            	
                              Contact:

                            
	
                              Date:
      2009-11-09

                            	
                              Date:
      2009-11-09

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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