Exhibit
4.77

    English Translation of
Chinese Language Document

    


    Form
of Sales Contract

    


    Contract
No.: Column
A

    Signing
Place: Jiangning District, Nanjing

    Signing
Date:                   


    


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

              	 
      	
                The
      Buyer: CEEG (Shanghai) Solar Science & Technology Co.,
      Ltd.

              
	
                Address:
      No. 123, West Focheng Road, Economy and Technology Development Zone,
      Jiangning, Nanjing

              	 
      	
                Address:
      No. 68 West Gangde Road, Songjiang District, Shanghai

              
	
                Contact
      person: Jianhua Zou

              	 
      	
                Contact
      person: Qiang Tao

              
	
                Tel.:
      025-52766609

              	 
      	
                Tel.:
      025-57850711

              
	
                Fax:
      025-52766767

              	
                  

              	
                Fax:
      025-57850374

              


      

    

    


    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 regarding
purchase of the following goods for mutual compliance and
performance:

    
      	
              1.

            	
              Goods
      summary

            


    

      Column B

    
      	
              2.

            	
              Time
      and terms of payment

            


    

    After the effectiveness of this
contract, the Seller shall deliver to the Buyer the solar cells in installments
with the quantity, specifications and types provided in this
contract.  The Buyer shall remit the advance payment which accounts
for 50% of total price of cells of each shipment into the account designated by
the Seller within three days before the delivery of each shipment and then pick
up the goods. As for the remaining 50% of each payment for goods, the Seller
allows the Buyer to accumulate such amount to the credit facility of RMB 30
million granted to the Buyer (the credit facility of RMB 30 million is agreed in
the contract numbered XS320090138).

    A/C No.
of Jiangning Sub-branch of China Merchants Bank: 078002380175610001

    


    
      	
              3.

            	
              Packing
      requirements: The goods shall be packed in carton boxes suitable for
      highway transportation so as to meet requirements for long-distance and
      long-time transportation.

            


    

    


    
      	
              4.

            	
              Place
      and term of delivery

            


    

    4.1 Place of delivery: the Seller’s
location.

    4.2 The Buyer shall be responsible for
the transportation and the corresponding insurance of the goods.  If
the Buyer requires the Seller to handle the transportation affairs for it, it
shall bear the costs and risks of the transportation and shall buy insurance by
itself.

    4.3 Delivery in installments
allowed.  The Buyer shall remit the payment which accounts for 50% of
such goods into the account designated by the Seller based on the actual
delivery quantity and amount within three working days upon receiving the
delivery notice marked with the specific power list issued by the
Seller.

    4.4 The Seller shall deliver all the
goods of such shipment within 7 days upon receiving such 50%
payment.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     


    4.5 The Seller shall provide VAT
invoices to the Buyer within 10 days after each delivery.

    


    
      	
              5.

            	
              Quality
      requirements and technical
standards:

            


    

      Column C

    


    
      	
              6.

            	
              Quantity
      and quality objection: The Buyer shall complete quantity and quality
      inspection in accordance with the standard prescribed hereunder within
      seven days after picking up the goods. Any quantity and quality claims
      shall be issued by the Buyer in writing within three days of detection,
      and shall be inspected by a third party agreed upon by both parties, if
      necessary.  If the Buyer fails to raise a claim within ten days
      after picking up the goods, the Seller’s products shall be deemed as
      qualified.

            


    

    


    
      	
              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

            


    

    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).

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

    


    
      	
              11.

            	
              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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     


    
      	
              12.

            	
              Effective
      and miscellaneous

            


    

    12.1 The contract shall take effect
upon signature by both parties or seal by the special authorized agents. In case
the contract text covers more than one page, seal on the perforation shall be
affixed to such pages.

    12.2 The 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.

    12.3 Any matters not mentioned herein
shall be mutually negotiated between both parties and set forth in the
supplemental agreements, which shall have the same legal effect as the
contract.

    


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

              	 
      	
                The
      Buyer: CEEG (Shanghai) Solar Science & Technology Co.,
      Ltd.

              
	
                Signature/seal:
      /s/

              	 
      	
                Signature/seal:
      /s/

              
	
                Date:

              	
                  

              	
                Date:

              


      

    
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     


    
      	 
      	
              Column A

            	
              Column B

               

            	
              Column C

            
	
              1

            	
              XS120090519

            	
              See
      Table
      1

            	
              See
      Appendix I for the standard cells hereunder (shipment and transportation
      terms in Article 5.4 thereof are inapplicable).

            
	
              2

            	
              XS120090583

            	
              See
      Table
      2

            	
              See
      Appendix I for the standard cells hereunder (shipment and transportation
      terms in Article 5.4 thereof are inapplicable).

            
	
              3

            	
              XS120090609

            	
              See
      Table
      3

            	
              See
      Appendix I for the A type cells hereunder (shipment and transportation
      terms in Article 5.4 thereof are inapplicable).  Appendix I is
      inapplicable to B type cells
hereunder.

            


    

    


    Table 1

    
      
        
          
            
              
                
                  
                    	
                            Target

                          	
                            Specification and parameter

                          	
                            Quantity
      (MW)

                             

                          	
                            Unit
      price (RMB/W)

                             

                          	
                            Amount
      (RMB)

                          
	
                            Monocrystalline
      125 cells A (DJ165)

                          	
                            ≥17.25%

                          	
                             

                             

                             

                            3
      MW

                          	
                            10.35

                          	
                             

                             

                            Around
      

                            31,500,000

                             

                             

                          
	
                            Monocrystalline
      125 cells A (DJ165)

                          	
                            ≤17.00%

                          	
                            10.15

                          
	
                            Monocrystalline
      156 cells A

                          	
                            ≥17.25%

                          	
                            10.8

                          
	
                            Monocrystalline
      156 cells A

                          	
                            ≤17.00%

                          	
                            10.3

                          
	
                            Polycrystalline
      156 cells A

                          	
                            ≥15.25%

                          	
                            10.4

                          
	
                            In
      total

                          	
                            3
      MW

                          	 
      	
                            Around
      

                            31,500,000

                          
	
                            Total
      amount (in words): Around RMB thirty-one million five hundred
      thousand

                          
	
                            Remark:
      the price includes 17% valued-added tax (VAT)

                            The
      price of A3 type shall be 1.5 RMB/W lower than the price of A type with
      the same specification and efficiency.

                            The
      deficiency rate of A3 type opened and selected at the Seller’s site shall
      not exceed
8%.

                          


                  

                

              

            

          

        

      

    

    As
supplemented by the supplementary contract numbered XS120090519-1:

    With the
total quantity as specified in the original contract unchanged, the parties
amended and added the supply of polycrystalline 156 cells B as
below:

    
      	
              Subject

            	
              Scope
      of conversion efficiency

            	
              Unit
      price

            
	
              Polycrystalline
      156 cells B

            	
              ≥14.50%

            	
              24
      RMB/piece

            


    

     

    Table 2

    
      
        
          
            
              	
                      Target

                    	
                      Specification

                      and
      parameter

                    	
                      Quantity

                      (MW)

                       

                    	
                      Unit
      price

                      (RMB/W)

                       

                    	
                      Amount
      (RMB)

                    
	
                      Monocrystalline
      125 cells A (DJ165)

                    	
                      ≥17.00%

                    	
                       

                       

                       

                      3
      MW

                    	
                      10

                    	
                       

                       

                       

                      Around
      

                      30,900,000

                    
	
                      Monocrystalline
      125 cells A (DJ165)

                    	
                      ≤16.75%

                    	
                      9.8

                    
	
                      Monocrystalline
      156 cells A

                    	
                      ≥17.00%

                    	
                      10.5

                    
	
                      Monocrystalline
      156 cells A

                    	
                      ≤16.75%

                    	
                      10.1

                    
	
                      Polycrystalline
      156 cells A

                    	
                      ≥15.25%

                    	
                      10.4

                    
	
                      In
      total

                    	
                      3
      MW

                    	 
      	
                      Around
      

                      30,900,000

                    
	
                      Total
      amount (in words): Around RMB thirty million nine hundred
      thousand

                    
	
                      Remark:
      the price includes 17% valued-added tax (VAT)

                      The
      price of A3 type shall be 1.5 RMB/W lower than the price of A type with
      the same specification and efficiency.

                      The
      deficiency rate of A3 type opened and selected at the Seller’s site shall
      not exceed
8%.

                    


            

          

        

      

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Table 3

    
      
        
          
            
              
                
                  
                    	
                            Target

                          	
                            Specification

                            and
      parameter

                          	
                            Quantity

                            (MW)

                             

                          	
                            Unit
      price

                            (RMB/W)

                             

                          	
                            Amount
      (RMB)

                          
	
                            Monocrystalline
      125 cells A (DJ165)

                          	
                            ≥17.00%

                          	
                             

                             

                             

                             

                            2.5
      MW

                          	
                            10

                          	
                             

                             

                            Around
      

                            25,500,000

                          
	
                            Monocrystalline
      125 cells A (DJ165)

                          	
                            ≤16.75%

                          	
                            9.8

                          
	
                            Monocrystalline
      156 cells A

                          	
                            ≥17.00%

                          	
                            10.5

                          
	
                            Monocrystalline
      156 cells A

                          	
                            ≤16.75%

                          	
                            10.1

                          
	
                            Polycrystalline
      156 cells A

                          	
                            ≥15.25%

                          	
                            10.4

                          
	
                            Monocrystalline
      125 cells B (DJ165)

                          	
                            ≥16.25%

                          	
                            6.5

                          
	
                            Monocrystalline
      156 cells B

                          	
                            ≥16.25%

                          	
                            6.5

                          
	
                            Polycrystalline
      156 cells B

                          	
                            ≥14.50%

                          	
                            6.5

                             

                          
	
                            In
      total

                          	
                            2.5
      MW

                          	 
      	
                            Around
      

                            25,500,000

                          
	
                            Total
      amount (in words): Around RMB twenty five million five hundred
      thousand

                          
	
                            Remark:
      the price includes 17% valued-added tax (VAT)

                            The
      price of A3 type shall be 1.5 RMB/W lower than the price of A type with
      the same specification and efficiency.

                            The
      deficiency rate of A3 type opened and selected at the Buyer’s site shall
      not exceed
8%.

                          


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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