Exhibit
4.85

     

    English Translation of
Chinese Language Document

    


    China
Electric Equipment Group Co., Ltd.

    Sundex
Holdings Limited

    


    and

    


    China
Sunergy (Nanjing) Co., Ltd.

    


    Share
Transfer Agreement

    


    of

    


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

    


    March 15,
2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      
        

      

    

     

    Table of
Contents

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Article
      1

                                                          	
                                                            Definitions
      and Interpretations

                                                          	 	
                                                            2

                                                          
	 	 	 	 
	
                                                            Article
      2

                                                          	
                                                            Share
      Transfer

                                                          	 	
                                                            4

                                                          
	 	 	 	 
	
                                                            Article
      3

                                                          	
                                                            Share
      Transfer Purchase Price and Payment

                                                          	 	
                                                            4

                                                          
	 	 	 	 
	
                                                            Article
      4

                                                          	
                                                            Conditions
      Precedent to the Second Batch Price Payment

                                                          	 	
                                                            5

                                                          
	 	 	 	 
	
                                                            Article
      5

                                                          	
                                                            Second
      Batch Price Post Obligations

                                                          	 	
                                                            8

                                                          
	 	 	 	 
	
                                                            Article
      6

                                                          	
                                                            Representations
      and Warranties

                                                          	 	
                                                            9

                                                          
	 	 	 	 
	
                                                            Article
      7

                                                          	
                                                            Indemnification

                                                          	 	
                                                            10

                                                          
	 	 	 	 
	
                                                            Article
      8

                                                          	
                                                            Termination

                                                          	 	
                                                            11

                                                          
	 	 	 	 
	
                                                            Article
      9

                                                          	
                                                            Confidentiality

                                                          	 	
                                                            12

                                                          
	 	 	 	 
	
                                                            Article
      10

                                                          	
                                                            Amendment
      and Waiver

                                                          	 	
                                                            13

                                                          
	 	 	 	 
	
                                                            Article
      11

                                                          	
                                                            Assignment

                                                          	 	
                                                            13

                                                          
	 	 	 	 
	
                                                            Article
      12

                                                          	
                                                            Expenses

                                                          	 	
                                                            13

                                                          
	 	 	 	 
	
                                                            Article
      13

                                                          	
                                                            Governing
      Law and Dispute Resolution

                                                          	 	
                                                            14

                                                          
	 	 	 	 
	
                                                            Article
      14

                                                          	
                                                            Notices

                                                          	 	
                                                            14

                                                          
	 	 	 	 
	
                                                            Article
      15

                                                          	
                                                            Signing
      and Effectiveness

                                                          	 	
                                                            16

                                                          
	 	 	 	 
	
                                                            Article
      16

                                                          	
                                                            Miscellaneous

                                                          	 	
                                                            16

                                                          
	 	 	 	 
	
                                                            Article
      17

                                                          	
                                                            Headings

                                                          	 	
                                                            16

                                                          
	 	 	 	 
	
                                                            Article
      18

                                                          	
                                                            Entire
      Agreement and Language

                                                          	 	
                                                            17

                                                          
	 	 	 	 
	
                                                            Appendix
      1: Basic Information of the Company

                                                          	 	
                                                            19

                                                          
	 	 	 
	
                                                            Appendix
      2: Representations and Warranties of the Transferors and the
      Company

                                                          	 	
                                                            20

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        

      

    

     

    This
Share Transfer Agreement (this “Agreement”) is made and entered into on March
15, 2010

    BY AND AMONG:

    


    China
Electric Equipment Group Co., Ltd. (“CEEG”)

    Address:
6 Shuige Road, Jiangning Economic and Technical Development Zone,
Nanjing

    Legal
representative: Lu Tingxiu

    


    Sundex
Holdings Limited (“Sundex”)

    Address:
Unit 1411, 14F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui,
Kowllon.

    Legal
representative: Au Yeung Ming Kit, Joseph

    


    (The
above two parties are hereinafter referred to as the “Transferors”
collectively)

    


    China
Sunergy (Nanjing) Co., Ltd. (the “Transferee”)

    Address:
123 Focheng West Road, Jiangning Economic and Technical Development Zone,
Nanjing

    Legal
representative: Lu Tingxiu

    


    The
parties in the above are hereinafter referred to as a “Party” individually and the
“Parties”
collectively.)


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    WHEREAS:

     

    
      	
              1.

            	
              CEEG
      (Shanghai) Solar Science & Technology Co., Ltd. is a Sino-foreign
      limited liability company duly established by the Transferors and validly
      existing under the PRC Laws, the detailed information of which is set
      forth in Appendix 1 hereto.

            


    

     

    
      	
              2.

            	
              The
      Transferors are shareholders of the Company and holds 100% shares of the
      Company jointly.

            


    

     

    
      	
              3.

            	
              The
      Transferors unanimously agree to transfer to the Transferee and the
      Transferee agrees to acquire from the Transferors the 100% shares held by
      the Transferors in the Company on the terms and conditions set forth in
      this Agreement.

            


    

     

    NOW
THEREFORE, on the basis of equality and mutual benefit and in good faith, the
Parties agree as follows through full consultations: 

     

    
      Article
1     Definitions
and Interpretations

    

     

    
      	
              1.1

            	
              Definitions Unless otherwise
      specified herein, the following terms shall have the meanings ascribed
      them below:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      PRC
      or China

                                    	 
      	
                                      means
      the People’s Republic of China, for the purpose of this Agreement,
      excluding Hong Kong Special Administrative Region, Macao Special
      Administrative Region and Taiwan

                                    
	 	 	 
	
                                      PRC
      Laws

                                    	 
      	
                                      means
      laws, regulations, judicial interpretations and administrative rules
      officially promulgated by the Chinese legislative authorities at each
      level and other competent authorities.

                                    
	 	 	 
	
                                      Agreement

                                    	 
      	
                                      means
      this Share Transfer Agreement.

                                    
	 	 	 
	
                                      Benchmark
      Date

                                    	 
      	
                                      means
      November 30, 2009.

                                    
	 	 	 
	
                                      Business

                                    	 
      	
                                      means
      the business conducted and to be conducted by the Company on or prior to
      and after the date of the Share Transfer pursuant to this
      Agreement.

                                    
	 	 	 
	
                                      Encumbrances

                                    	 
      	
                                      means
      mortgage, pledge, lien or other third party’s interests or other rights or
      claims that may be exercised or filed by third parties.

                                    
	 	 	 
	
                                      Share
      Transfer

                                    	 
      	
                                      means
      the transfer by the Transferors to the Transferee and the acquisition by
      the Transferee from the Transferors of the 100% shares held by the
      Transferors in the Company on the terms and conditions set forth in this
      Agreement.

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Approval
      Authority

                                    	 
      	
                                      means
      the original examination and approval authority at the time of
      establishment of the Company.

                                    
	 	 	 
	
                                      AIC

                                    	 
      	
                                      means
      Shanghai Administration of Industry and Commerce

                                    
	 	 	 
	
                                      RMB

                                    	 
      	
                                      means
      the legal currency of the PRC.

                                    
	 	 	 
	
                                      Conditions
      Precedent

                                    	 
      	
                                      means
      the conditions precedent to the Second Batch Price payment as specified in
      Article 4 hereof.

                                    
	 	 	 
	
                                      Land

                                    	 
      	
                                      means
      the land plot No.V-25A in Songjiang District of Shanghai Municipality the
      land use right of which belongs to the Company.

                                    
	 	 	 
	
                                      Completed
      Projects

                                    	 
      	
                                      means
      solar cell module production projects having an accumulative capacity of
      110MW/year that the Company has completed and put into
      operation.

                                    
	 	 	 
	
                                      Social
      Insurance

                                    	 
      	
                                      means
      the pension, medical insurance, work-related insurance, unemployment
      insurance and maternity insurance prescribed by the PRC
    Laws.

                                    
	 	 	 
	
                                      Leased
      Properties

                                    	 
      	
                                      means
      all the properties leased by the Company currently, including plants,
      offices, employee dormitories and cafeteria.

                                    
	 	 	 
	
                                      Working
      Day

                                    	
                                        

                                    	
                                      means
      a day other than Saturday, Sunday or holidays prescribed by the PRC
      Laws.

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              1.2

            	
              Interpretations

            


    

     

       In
this Agreement, unless the context otherwise requires: 

     

    
      	
               
      

            	
              (a)

            	
              References
      to articles, sections, subsections, appendices, recitals or preambles are
      to articles, sections, subsections, appendices, recitals or preambles of
      or to this Agreement; articles, sections, subsections, appendices,
      exhibits, recitals or preambles constitute part of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      table of contents and headings in this Agreement are for convenience only
      and shall not affect the meaning and interpretation of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      words “include”, “includes” and “including” shall be deemed to be followed
      by the phrase “without limitation”;


            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              The
      words “hereof”, “herein”, “hereby” and “hereunder” and words of similar
      import, when used in this Agreement, shall refer to this Agreement as a
      whole and not to any particular provision of this
    Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Terms
      defined herein, when used in any certificates or other documents made or
      delivered in accordance with this Agreement, shall have the meanings
      ascribed to them, unless otherwise specified therein;
  

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      Law defined or referred to herein or in any agreement or instrument that
      is referred to herein shall mean such Law or statute as from time to time
      amended, modified or supplemented, including by succession of comparable
      successor statutes;

            


    

     

    
      	
               
      

            	
              (g)

            	
              References
      to a person shall also include its permitted successors or assigns;
      and

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      use of “or” is not intended to be exclusive unless expressly indicated
      otherwise.

            


    

     

    
      	
              1.3

            	
              The
      Appendices form part of this Agreement and shall have the same force and
      effect as if expressly set out in the body of this Agreement and any
      reference to this Agreement shall include the
  Appendices.

            


    

     

    
      Article
2     Share
Transfer

    

     

    
      	
              2.1

            	
              Subject
      to the terms and conditions of this Agreement, the Transferors agree to
      transfer to the Transferee and the Transferee agrees to accept from the
      Transferors on the date of this Agreement the entire shares of the
      Company, together with all the rights, title and interests attaching
      thereto as at the date hereof (the “Shares”).

            


    

     

    
      	
              2.2

            	
              The
      Transferors hereby acknowledge and warrant that the Shares are free from
      any Encumbrances, and that the Transferee will obtain all the entire
      powers and rights attached to the Shares after it fully pays the Second
      Batch Price Price (as defined below) on the terms and conditions of this
      Agreement.

            


    

     

    
      Article
3     Share
Transfer Purchase Price and Payment

    

     

    
      	
              3.1

            	
              The
      Parties have determined that the share transfer price is RMB200 million
      (the “Share Transfer
      Price”). The Parties agree that the Share Transfer Price will be
      paid in cash in accordance with the indication of
  CEEG.

            


    

     

    
      	
              3.2

            	
              The
      Transferor and Transferee agree that the Share Transfer Price shall be
      paid according to the
followings:

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              TheTransferee
      shall pay the Transferor 20% of the Share Transfer Price, i.e. RMB 40
      million within five (5) Working Days of the execution of the Agreement
      (“First Batch
      Price”). 

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      the satisfaction or waiver by the Transferee of all the Conditions
      Precedent specified in Article 4 hereof, the CEEG representing the
      Transferors shall deliver to the Transferee originals or certified true
      copies of letters, certificates, documents and other written materials
      proving the satisfaction of such Conditions Precedent. The Transferee
      shall, within three (3) Working Days of its receipt of such documents and
      materials, issue a written response to CEEG, confirming the satisfaction
      of the Conditions Precedent or explaining in details the reasons that it
      believes the non-satisfaction of the Conditions Precedent. On the second
      day of the date when it confirms in writing the satisfaction of the
      Conditions Precedent or on the second day of the expiry date of the
      aforesaid three-day period in case the Transferee fails to respond within
      such period (the “Second
      Batch Price Payment Date”), the Transferee shall pay 60% of the
      Share Transfer Price, i.e. RMB 120 million to the Transferors (“Second Batch
      Price”).

            


    

     

    
      	
               
      

            	
              (c)

            	
              On
      the date of the completion of the change of registration with the AIC and
      the obtainment of the new business license from the AIC (“Price Pay-off Date”),
      the transferee shall pay-off the rest Share Transfer Price, i.e. RMB 40
      million to the Transferor.

            


    

     

    
      	
              3.3

            	
              The
      Transferors shall deliver all the seals and stamps and other relevant
      certificates and licenses held by the Company to the Transferee before the
      payment of the Second Batch Price on the Second Batch Price Payment
      Date.

            


    

     

    
      	
              3.4

            	
              If
      the Conditions Precedent specified in Article 4 hereof have not been
      satisfied or waived by May 31, 2010, then by a prior written notice, the
      Transferee may:

            


    

     

    
      	
               
      

            	
              (a)

            	
              terminate
      this Agreement without bearing any liability;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              make
      payment according to the adjusted amount, if  the Transferors
      and the Transferee agree to adjust the amount of the Share Transfer
      Price

            


    

     

    
      Article
4     Conditions
Precedent to the Second Batch Price Payment

    

     

    
      	
              4.1

            	
              The
      payment by the Transferee to the Transferors of the Second Batch Price
      shall be conditioned upon the satisfaction of the following conditions,
      unless all or part of such conditions are waived by the Transferee in
      writing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      approval for changes in shares of foreign-invested enterprises has been
      issued by the Approval Authority with respect to the Share
      Transfer;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              No
      material adverse changes occur to the financial condition, operation,
      assets, creditor’s rights, liabilities, revenue, prospect or other aspects
      of the Company, and no material changes occur in the ordinary course of
      business  of the Company, during the period from the Benchmark
      Date to the Second Batch Price Payment Date. Without limiting the
      generality of the foregoing, “material adverse changes” include without
      limitation the degree of deterioration in the financial condition of the
      Company is more than 10%or, any adverse change in the status of agreements
      between the Company and its main clients, and the Company’s loss of
      business clients which rank the first places based on the amount of annual
      revenue (same as below);

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company has filed an application for postponing the date of commencement
      of construction on the Land possessed by the Company with the competent
      land authority and has obtained the consent and approval for such
      postponement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Company has paid to the competent tax authority the  urban and
      township land use tax payable by it with respect to the Land possessed by
      it;

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Company has communicated with the competent authority about the project
      approval of the Completed Projects and has obtained such authority’s
      opinion that the Company shall go through supplemental approval
      formalities or go through filing formalities after it is converted into a
      domestic company with respect to the Completed
  Projects;

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Company has submitted the environmental impact assessment statements of
      the Completed Projects to the competent environmental protection authority
      with respect to the Completed
Projects;

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Company has filed applications for safety pre-assessment of the Completed
      Projects with the competent safety administrative
    authority;

            


    

     

    
      	
               
      

            	
              (h)

            	
              With
      respect to the base and percentage of payment of social insurance
      contributions adopted by the Company currently, the Company has
      communicated with the competent administrative department of labor and
      social security, and the Company has obtained a document issued by such
      department proving its acceptance of the base and percentage of payment of
      social insurance contributions adopted by the Company or has paid the
      difference between the social insurance contributions payable by it and
      the social insurance contributions paid by it
;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              With
      respect to the Company’s relying on CEEG in each aspect of its production
      and operation, the Company and the Transferors will work out a explicit
      disposal plan (the “Disposal Plan) and a time schedule (the “Time
      Schedule”) to be later attached as Appendix to this Agreement within
      fifteen (15) days of the execution of this Agreement in respect of the
      arrangement of the following issues following the Share Transfer, and the
      Disposal Plan and the Time Schedule have been approved by the
      Transferee:

            


    

     

    
      	
               
      

            	
              (i)

            	
              CEEG
      provides sales management and financial management services to the
      Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Company shares certain employees with
CEEG;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              It
      is CEEG, other than the Company itself, who enters into dispatch
      agreements with the labor dispatch service
  provider;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      insured of part of insurance policies purchased by the Company are CEEG
      and its subsidiaries; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              The
      owner of domain name of the Company’s website is
  CEEG.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      Company or the Transferors has performed its obligation to notify the
      relevant lending banks or has obtained the consent of the relevant lending
      banks with respect to the Share Transfer, if such notice or consent is
      required in the loan agreement;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Each
      director of the Company has executed a resignation to confirm his/her
      waiver of all his/her rights and to state that he/she will not make and
      has not made any claims against the Company in the capacity of director or
      for other reasons; for the avoidance of doubt, the resignation will become
      effective upon the application of the registration of the Share Transfer
      with the AIC;

            


    

     

    
      	
               
      

            	
              (l)

            	
              The
      authorized signatory of all the bank accounts of the Company has been
      changed into the person designated by the Transferee in
      writing;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Each
      representation and warranty made by the Transferors under this Agreement
      are true, correct, accurate and not-misleading in all material aspects as
      at the Second Batch Price Payment
Date;

            


    

     

    
      	
               
      

            	
              (n)

            	
              The
      Transferors have performed and complied with each covenant, undertaking
      and obligations this Agreement requires them to perform and comply with on
      or prior to the Second Batch Price Payment
Date;

            


    

     

    
      	
               
      

            	
              (o)

            	
              Sundex
      or the Transferee has obtained the tax payment opinion (if necessary) from
      the relevant tax authority and completed relevant foreign exchange
      approval formalities with respect to overseas payment of the Share
      Transfer Price (if necessary);
and

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (p)

            	
              The
      Transferee has completed the financial, legal and business due diligence
      exercise of the Company.

            


    

     

    
      	
              4.2

            	
              For
      the avoidance of doubt, in order to prove the satisfaction of the
      Conditions Precedent specified in Articles 4.1 (m) and (n), the
      Transferors shall submit a written confirmation to the Transferee, stating
      that (1) the representations and warranties specified in Article 6 hereof
      and Appendix 2 hereto are true, accurate and complete in all aspects as of
      the Second Batch Price Payment Date; (2) the undertakings and obligations
      contained herein have been complied with by the Transferors in all aspects
      during the period from the date hereof to the Second Batch Price Payment
      Date; and (3) no event or circumstance which have had or will have an
      material adverse effect has occurred during the period from the Benchmark
      Date to the Second Batch Price Payment
Date.

            


    

     

    
      Article
5     Second
Batch Price Post Obligations

    

     

    
      	
              5.1

            	
              Following
      the Second Batch Price Payment Date, the Transferors shall and shall
      promote the Company to, as soon as possible, prepare such documents and
      materials and go through such formalities as are necessary for handling
      change registration with the AIC, and shall file an application for
      registering the change in the Company to the AIC within three (3) Working
      Days of the Second Batch Price Payment
Date.

            


    

     

    
      	
              5.2

            	
              Following
      the Second Batch Price Payment Date, the Transferors will perform on a
      continuous basis their obligations specified in the Disposal Plan and the
      Time Schedule under Article 4.1 (j), and shall procure the fulfillment of
      the Disposal Plan in line with the Time Schedule, unless the Parties
      modify the Disposal Plan and the Time Schedule through
      consultations.

            


    

     

    
      	
              5.3

            	
              Following
      the Second Batch Price Payment Date, the Transferors shall, at the request
      of the Transferee and the Company, assist the Company to complete the
      following formalities:

            


    

     

    
      	
               
      

            	
              (a)

            	
              obtain
      the approval on check and acceptance of environmental protection
      facilities of the Completed Projects and complete emission declaration, if
      applicable;

            


    

     

    
      	
               
      

            	
              (b)

            	
              obtain
      the approval on check and acceptance of safety facilities of the Completed
      Projects;

            


    

     

    
      	
               
      

            	
              (c)

            	
              register
      the lease agreements for the Leased Properties with the relevant house
      lease administrative department for
filing.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              5.4

            	
              Following
      the Price Pay-off Date, the Transferors shall, at the request of the
      Transferee and the Company, assist the Company to go through the
      formalities of change registration of relevant certificates and licenses
      necessary for the operation of the
Company.

            


    

     

    
      Article
6     Representations
and Warranties

    

     

    
      	
              6.1

            	
              Each
      Party hereby represents and warrants to the other Parties,
      that:

            


    

     

    
      
        	  
    	
                (a)

              	
                it
      has full power and authority (including necessary government approvals and
      internal approvals) to execute and perform this
  Agreement;

              


      

    

     

    
      
        	  
    	
                (b)

              	
                the
      execution, delivery and performance of this Agreement to which it is a
      party will not violate in any way its business license, certificate of
      incorporation, corporate constitutional documents, or any applicable laws,
      authorizations or approvals, or any provisions of any contractual
      arrangements to which it is a party or is otherwise
  bound;

              


      

    

     

    
      
        	    
      	
                (c)

              	
                its
      representative has been fully authorized to sign this Agreement on its
      behalf;

              


      

    

     

    
      
        	  
    	
                (d)

              	
                no
      lawsuit, arbitration or other legal or government proceedings undisclosed
      is subsisting or pending, or to the best of such Party’s knowledge,
      threatened in writing or affecting the performance of its obligations
      hereunder; and

              


      

    

     

    
      
        	   
      	
                (e)

              	
                it
      shall execute all documents and take all actions necessary to effect the
      Share Transfer.

              


      

    

     

    
      	
              6.2

            	
              In
      addition to the representations and warranties made jointly and severally
      under Appendix 2 hereto, each of the Transferors further represents and
      warrants jointly and severally to the Transferee
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      is the sole legal owner of the entire Shares held by
  it;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Shares are free and clear of any Encumbrance, preemptive right, right of
      first refusal or other third party option or other
  right;

            


    

     

    
      	
               
      

            	
              (c)

            	
              there is
      no indebtedness owing to the
      Company by it, or
      director of the Company or other then
      existing affiliates of
      the Company as at the date of this Agreement and the Second Batch
      Price Payment Date;

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      event or circumstance which has or is likely to have a material adverse effect subsist as
      at the date of this Agreement and the Second Batch Price Payment
      Date;

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              all
      information, documents, materials relating to the operation of the
      Company, including without limitation contingent liabilities, have been
      provided to the Transferee or the Transferee’s agent without any
      concealment or material omission.

            


    

     

    
      	
              6.3

            	
              Each
      of the Transferors hereby undertakes to notify and procure the Company to
      notify the Transferee upon becoming aware of any event which may cause any
      of the representations and warranties to be incorrect, misleading or
      breached or which may have an adverse effect on the assets or liabilities
      of the Company, and, until the Price Pay-off Date, to keep the Transferee
      updated on a continuous basis for any
  information.

            


    

     

    
      	
              6.4

            	
              Each
      of the representations and warranties shall be construed as a separate and
      independent representation and warranty and shall not be limited or
      restricted by the terms of any other representations and
      warranties.

            


    

     

    
      	
              6.5

            	
              The
      representations and warranties made by the Parties shall be deemed to be
      made as at the date hereof and the Second Batch Price Payment Date, and
      all the representations and warranties and all the covenants and
      obligations of the Parties will survive one (1) years of the Price Pay-off
      Date.  

            


    

     

    
      Article
7     Indemnification

    

     

    
      	
              7.1

            	
              The
      Transferors hereby agree to jointly and severally compensate for the
      losses suffered by the Transferee arising directly in connection with or
      from:  

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      breach of any representation and warranty made by them herein within the
      valid term of the representations and
  warranties;;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      breach of any undertaking or obligations contained
  herein;

            


    

     

    
      	
               
      

            	
              (c)

            	
              within
      one (1) year after the Price Pay-off Date, the making by any governmental
      department or competent authority of a punitive decision in respect of the
      Company due to any violation by the Company of the application laws
      committed prior to the Second Batch Price Payment Date;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              within
      one (1) year after the Price Pay-off Date, any losses incurred or arising
      from any claim or cause of action of any third party due to any action,
      inaction, event, liability or obligation of the Transferors occurring or
      existing prior to the Price Pay-off Date, with the exception of such
      action, inaction, event, liability or obligation that has been fully
      disclosed to the Transferee by the Transferors and has been accepted by
      the Transferee prior to the Second Batch Price Payment Date, and such
      disclosed and accepted action, inaction, event, liability or obligation
      shall not constitute a breach of the obligations
  hereof.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              7.2

            	
              If
      the Transferee is aware of any circumstance specified herein under which
      it may suffer losses, it shall notify the Transferors immediately and
      reasonably provide the Transferee with an opportunity to fully defend
      itself and mitigate the losses, and the Transferors shall fully cooperate
      with the Transferee to minimize the possible losses by legal and effective
      means. With respect to disputes, controversies, lawsuits, actions and
      proceedings relating to the losses, the Transferee shall not waive or omit
      the exercise of any of its rights in any forms against third parties
      without the prior written consent of the Transferors. The Transferors are
      not required to be liable for the magnification of losses resulting from
      the omission by the Party suffering losses of exercise of its rights or of
      waiver of its rights. Where the Transferor is remiss of cooperation,
      thereby the losses are not effectively recovered, the Transferor shall
      jointly assume the losses suffered by the
  Transferee.

            


    

     

    
      	
              7.3

            	
              The
      provisions of Article 7 hereto shall not preclude any other rights
      available to the Transferee under this Agreement or applicable laws or the
      Transferee’s right to seek any other
remedies.

            


    

     

    
      Article
8     Termination

    

     

    
      	
              8.1

            	
              This
      Agreement may be terminated under any of the following
      circumstances:

            


    

     

    
      	
               
      

            	
              8.1.1

            	
              by
      the parties by agreement;

            


    

     

    
      	
               
      

            	
              8.1.2

            	
              by
      the parties pursuant to Article 3.4
hereof;

            


    

     

    
      	
               
      

            	
              8.1.3

            	
              by
      the Transferors if the Transferee fails to pay the Second Batch within
      thirty (30) days of the date when all the Conditions Precedent specified
      in Article 4 hereof are satisfied or deemed to be satisfied or waived,
      unless the Parties unanimously agree in writing to extend the time limit
      for payment of the Second Batch Price;
or

            


    

     

    
      	
               
      

            	
              8.1.4

            	
              by
      the Transferors (in case of breach by the Transferee) or the Transferee
      (in case of breach by the Transferors) if the Transferee or the
      Transferors materially breach the representations and warranties or its
      other obligations hereunder, which have material adverse effects, and the
      Transferee or the Transferors fail to remedy such breach to the
      satisfaction of the Transferors (in case of breach by the Transferee) or
      the Transferee (in case of breach by the Transferors) within thirty (30)
      days of its receipt a relevant written
notice.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              8.2

            	
              Upon
      the termination of this Agreement, if the Transferee has paid part or
      whole of the Share Transfer Price to the Transferors, such Share Transfer
      Price shall be returned to the Transferee pursuant to this Agreement,
      provided however that the Transferee has committed a breach of this
      Agreement; if the AIC has registered the Shares under the name of the
      Transferee, the Company and the Transferee shall apply to the Approval
      Authority for approval of share change, and after such approval of the
      Approval authority for share change is issued, the formalities of change
      registration with the AIC shall be gone through immediately to re-register
      the Shares under the name of the Transferors
..

            


    

     

    
      	
              8.3

            	
              If
      the provisions of this Article 8 are terminated, this Agreement other than
      Articles 9 and 13 shall become invalid. Unless otherwise agreed by the
      Parties, the termination of this Agreement shall not hinder the exercise
      and performance of the rights and obligations of the Parties accrued prior
      to such termination.

            


    

    


    
      Article
9     Confidentiality

    

     

    
      	
              9.1

            	
              The
      Parties shall use all their reasonable efforts to keep, and shall ensure
      that their respective affiliates and senior officers, employees, agents,
      banks, accountants, legal advisors and other relevant personnel will keep
      the following information (the “Confidential Information”)
      confidential:

            


    

     

    
      	
               
      

            	
              9.1.1

            	
              All
      information relating to the Share Transfer, including without limitation
      this Agreement and the progress of the Share
  Transfer;

            


    

     

    
      	
               
      

            	
              9.1.2

            	
              Any
      information (in oral or in writing or in other forms) for which any Party
      has taken protective measures, or which has been designated to be of
      confidential nature, or the ownership of which belongs to any Party;
      and

            


    

     

    
      	
               
      

            	
              9.1.3

            	
              Relevant
      information on the other Parties that a Party may receive as a result of
      its participating in the Share
Transfer.

            


    

     

    
      	
              9.2

            	
              No
      Party may disclose the Confidential Information to any third party without
      the prior written consent of the other
Parties.

            


    

     

    
      	
              9.3

            	
              The
      Confidential Information shall not include the following
      information:

            


    

     

    
      	
               
      

            	
              9.3.1

            	
              which
      is or becomes available to the public through no breach of the
      confidentiality obligation; and

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              9.3.2

            	
              which
      is development independently or received legally without breaching the
      confidentiality obligation.

            


    

     

    
      	
              9.4

            	
              If
      a Party is required to disclose the Confidential Information by the
      applicable laws or by binding judgments, orders or demands of competent
      courts, any governmental authorities, agencies or regulatory authorities
      or any other authorities having jurisdiction, such Party shall not be
      deemed to have breached the confidentiality obligation specified in this
      article, provided that such Party shall give a prior written notice to the
      other Parties and shall consult with the other Parties for the purpose of
      avoiding or mitigating the losses of the other Parties due to such
      disclosure.

            


    

    


    
      Article
10     Amendment
and Waiver

    

     

    
      	
              10.1

            	
              Any
      amendment to this Agreement shall become effective after it is signed by
      the Parties in writing and approved by the Approval
    Authority.

            


    

     

    
      	
              10.2

            	
              Any
      waiver of the provisions hereof and rights and obligations shall become
      effective after it is signed by the waiving Party in writing and on the
      date when it is approved by the Approval Authority if such approval of the
      Approval Authority is required.

            


    

    


    
      Article
11     Assignment

    

     

    
      	
              11.1

            	
              No
      Party may assign or transfer any of its rights or obligations hereunder
      and any attempted transfer or assignment shall be null and
      void.

            


    

    


    
      Article
12     Expenses

    

     

    
      	
              12.1

            	
              Each
      Party shall bear its own expenses incurred in connection with the
      preparation, negotiation, consultation and execution of this Agreement and
      all related matters, including without limitation legal service fee,
      financial audit fee, organizational structure change cost, and expense of
      negotiation, consultation and execution of this Agreement. The detailed
      provisions are as follows:

            


    

     

    
      	
               
      

            	
              12.1.1

            	
              The
      Transferee shall bear the legal fee and financial audit fee paid by the
      Transferee relating to the Share
Transfer;

            


    

     

    
      	
               
      

            	
              12.1.2

            	
              Unless
      otherwise specified herein, each Party shall bear all the stamp duty,
      income tax and any other taxes on net profits arising from the execution,
      delivery and performance of this Agreement, in each case, payable by
      it.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      
        Article
13       Governing
Law and Dispute Resolution

      

       

      
        	
                13.1

              	
                The
      validity, interpretation, performance of and resolution of disputes in
      connection with this Agreement shall be governed by the PRC
      Laws.

              


      

       

      
        	
                13.2

              	
                Any
      dispute or claim arising from or in connection with this Agreement or any
      matter relating to the breach, termination or invalidity of this Agreement
      (including disputes over the validity of this Agreement or this article)
      shall be resolved by the Parties through friendly
      consultation.

              


      

       

      
        	
                13.3

              	
                If
      the Parties fail to resolve a dispute through consultation and mediation
      within thirty (30) days of the issuance by a Party to the other Parties of
      a notice confirming the occurrence of the dispute, such dispute shall be
      submitted to China International Economic and Trade Arbitration Commission
      (“CIETA”) for
      arbitration in Shanghai in accordance with its arbitration
      rules.

              


      

       

      
        	
                13.4

              	
                Arbitration
      pursuant to this Article 13 shall be conducted by an arbitration panel
      consisting of three (3) arbitrators, one of whom shall be appointed by the
      Transferors jointly, one shall be appointed by the Transferee, where the
      Transferors fail to appoint an arbitrator within thirty (30) days, the
      CIETA shall appoint an arbitrator for the Transferors. The
      chief  arbitrator shall be elected in accordance with the
      arbitration rules then in force. The arbitration shall be conducted in
      Chinese.

              


      

       

      
        	
                13.5

              	
                The
      arbitral award shall be binding upon the Parties and the Parties agree to
      be bound by and comply with the arbitral award. The court or other
      judicial authorities having jurisdiction over the Party against with the
      arbitral award is rendered or the assets of such Party may enforce the
      arbitral award. Unless otherwise specified in the arbitral award, the
      arbitration expense and the enforcement fee of the arbitral award shall be
      borne by the losing Party.

              


      

       

      
        Article
14       Notices

      

       

      
        	
                14.1

              	
                All
      notices, demands, requests, waivers, consents, approvals or other
      communications (the “Notices” collectively)
      shall be in writing with a copy kept by the delivering Party, shall be
      signed by the legal or authorized representative of the delivering Party,
      and shall be delivered to the following addresses or facsimile numbers or
      such other addresses or facsimile numbers as may be
    notified:

              


      
 

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    
    

    To:
China Electric Equipment Group Co., Ltd.

    


    Address:
6 Shuige Road, Jiangning Economic and Technical Development Zone,
Nanjing

    Facsimile:

    Attn:

    


    To:
Sundex Holdings Limited

    


    Address:
Unit 1411, 14F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui,
Kowllon.

    Facsimile:

    Attn:

    


    To:
China Sunergy (Nanjing) Co., Ltd.

    


    Address:
123 Focheng West Road, Jiangning Economic and Technical Development Zone,
Nanjing

    Facsimile:

    Attn:

    


    
      
        	
                14.2

              	
                Any
      notice given by any Party shall be correctly addressed. Unless otherwise
      specified herein, a notice may be sent by hand delivery, airmail,
      facsimile or recognized courier service. If a notice is sent by hand
      delivery or recognized courier service, it shall be deemed to be served
      even if the addressee refuses to sign in. Any notice correctly addressed
      shall be deemed to have been duly served under the following
      circumstances:

              


      

    

     

    
      
        	 	
                14.2.1

              	
                at
      the time it is sent to the mailing address of the addressee and signed in
      by or on behalf of the addressee (with the exception of the addressee
      refuses to sign in)if by hand delivery (including by recognized courier
      service);

              


      

    

     

    
      
        	 	
                14.2.2

              	
                seven
      (7) Working Days after the date of posting if by
  airmail;

              


      

    

     

    
      
        	 	
                14.2.3

              	
                at
      the time the transmission confirmation report is received if by
      facsimile.

              


      

    

     

    
      	
              14.3

            	
              Any
      Party may change each item of its contact information specified herein,
      provided that a formal notice shall be given to the other Parties. The new
      contact information stated in the foregoing notice shall become effective
      on the date specified below:

            


    
 


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      
        	 	
                14.3.1

              	
                an
      effectiveness date specified in the notice;
or

              


      

    

     

    
      
        	 	
                14.3.2

              	
                ten
      (10) days after the giving of the notice if no effectiveness date is
      specified therein or the effectiveness date specified in the notice is
      less than ten (10) days from the date of giving
  thereof.

              


      

    

      

    
      Article
15      Signing
and Effectiveness

    

     

    
      	
              15.1

            	
              This
      Agreement shall take effect after it is executed by the representative
      representatives of the Parties and approved by the Approval
      Authority.

            


    

     

    
      Article
16      Miscellaneous

    

     

    
      	
              16.1

            	
              This
      Agreement shall be binding upon the successors of the Parties. The
      successors of the Parties shall be entitled to the rights, interests,
      obligations and liabilities of the Parties
  hereunder.

            


    

     

    
      	
              16.2

            	
              No
      failure to exercise or delay in exercising any right or remedy hereunder
      by any Party shall be deemed as a waiver thereof, nor any single or
      partial exercise of any right or remedy hereunder shall hinder the further
      exercise or other exercise thereof or the exercise of other rights or
      remedies. The rights and remedies specified herein shall be in addition to
      other rights or remedies available under the applicable laws, unless
      otherwise specified by the applicable laws or unless the Parties have
      provided restrictions on such rights and
  remedies.

            


    

     

    
      	
              16.3

            	
              This
      Agreement will supersede and preclude all agreements and arrangements
      among the Parties (or by any Party) with respect to any matter hereunder,
      and such agreements and arrangements, if any, shall become invalid on the
      date of this Agreement.

            


    

     

    
      	
              16.4

            	
              If
      any provision of this Agreement is deemed (or becomes) illegal, invalid or
      unenforceable in any aspect, the validity and enforceability of the other
      provisions hereof shall not be affected or
  impaired.

            


    

     

    
      Article
17      Headings

    

     

    
      	
              17.1

            	
              Headings
      of articles are inserted for convenience of reference and shall not affect
      the meaning and interpretation of any provision of this
      Agreement.

            


    
 

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      Article
18      Entire
Agreement and Language

    

     

    
      	
              18.1

            	
              This
      Agreement and the Appendices hereto shall constitute the entire agreement
      of the Parties with respect to the subject matter
  hereof.

            


    

     

    
      	
              18.2

            	
              This
      Agreement may be executed in any number of counterparts in English and
      Chinese languages. In case of any discrepancy, the Chinese version of this
      Agreement shall prevail.

            


    

     

    The
Parties have caused their respective authorized representatives to execute this
Agreement as of the date first written above.
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (Signature
page)

     

    This
Agreement is signed on the date addressed on the first page of this
Agreement

     

    Transferors:

     

    China Electric Equipment Group Co.,
Ltd. /s/

     

    Name: /s/
Lu Tingxiu

     

    Title: 


     

    Sundex Holdings Limited
/s/

     

    Name: /s/
Sun Ronggui

     

    Title:


     

    Transferee:

     

    China Sunergy (Nanjing) Co., Ltd.
/s/

     

    Name: /s/
Siegfried Yi Chou Hsu

     

    Title:
 

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    
    

    Appendix
1: Basic Information of the Company
 

    
      	
              Name

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

            
	
              Registration
      No.

            	 
      	
              310000400516734

            
	
              Registered
      Address:

            	 
      	
              Building
      2, 68 Gangde Road, Xiaokunshan Town, Songjiang District,
      Shanghai

            
	
              Date
      of Establishment

            	 
      	
              June
      4, 2007

            
	
              Name
      of Company

            	 
      	
              Limited
      liability company (with investment from mainland and Taiwan, Hong Kong or
      Macao)

            
	
              Legal
      Representative

            	 
      	
              Cai
      Zhifang

            
	
              Registered
      Capital

            	 
      	
              USD7,000,000

            
	
              Paid-in
      Capital

            	 
      	
              USD7,000,000

            
	
              Scope
      of Business

            	 
      	
              R&D,
      design, production and processing of solar cell module, construction and
      operation of solar power station, sale of self-produced products, and
      provision of after-sale services (the business shall be run after the
      issuance of an administrative permit is such permit is
    needed)

            
	
              Status
      of Shareholding

            	
                

            	
              China
      Electric Equipment Group Co., Ltd. holds 75% shares and Sundex Holdings
      Limited holds 25% shares

            


    
 

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    Appendix
2: Representations and Warranties of the Transferors and the
Company

    


    Subject
to the disclosed matters, the Transferors and the Company irrevocably and
unconditionally, jointly and severally, represent and warrant and undertake to
the Transferee that all representations, warranties and statements of fact set
out in this Appendix 2 or otherwise contained in this Agreement are and will be
true, complete and accurate in all material respects as at the time they are
made as specified in Article 6.5 of the Agreement as well as within the period
of validity.

    


    
      	
              1.

            	
              Organization and
      Authorization: The Company is a corporation duly organized, validly
      existing and in good standing under the laws of the PRC.  The
      Transferors have all requisite power and authority to execute and deliver
      this Agreement, to perform their obligations hereunder and to consummate
      the Share Transfer contemplated hereby. This Agreement has been duly
      authorized, executed and delivered by the Transferors and constitutes the
      legal, valid and binding obligations of the Transferors enforceable
      against the Transferors in accordance with its
  terms.

            


    

    


    
      	
              2.

            	
              Authority and
      Qualification of the Company: The Company has all necessary power
      and authority to own, operate or lease the properties and assets now
      owned, operated or leased by it and to carry on the Business as it has
      been and is currently conducted. The Company are duly licensed or
      qualified to do the Business.  The Business constitutes all of
      the business conducted by the Company as of the Price Pay-off
      Date.  All corporate actions taken by the Company a have been
      duly authorized.

            


    

    


    
      	
              3.

            	
              Investment by the
      Company: The Company does not hold or control, directly or
      indirectly, any shares or interests in any other firms, partnerships,
      trusts, association or other
entities.

            


    

    


    
      	
              4.

            	
              Capitalization:
      The Transferors have contributed their respective shares of the registered
      capital of the Company in full, consistent with the requirements of the
      PRC Laws and the terms of the articles of association.  The
      Company, when established, has been granted the required approvals from
      competent regulatory authorities.  A qualified Chinese
      accountant has verified the Transferors’ capital
      contribution to the Company and has issued a valid capital verification
      report, the content of which was and is
  accurate.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              Corporate Books and
      Records: The copies of its articles of association of the Company
      which were provided to the Transferee are accurate and complete in all
      respects and have attached to the copy of the articles of association
      copies of all resolutions and agreements which are required to be so
      attached.  The minute books of the Company contain accurate
      records of all meetings and accurately reflect all other actions taken by
      the shareholders and the board of directors of the
  Company.

            


    

    


    
      	
              6.

            	
              Financial
      Information: The Company does not provide any guarantees for any
      third parties. The audited balance sheets of the Company present fairly
      the financial condition and results of the Company and do not contain any
      material omissions or misleading
information.

            


    

    


    
      	
              7.

            	
              Litigation:
      Except the disclosed matters, there is no existing or potential dispute or
      actions which will have a material
      adverse effect, pending before any governmental
      authority or threatened in writing to be brought by or before any
      governmental authority, by or against the Company, the Transferors or
      relating to the Business or affecting any of the assets or properties of
      the Business.  Neither the
      Company or the Transferors, nor any of its assets or properties is
      subject to any pending or threatened in writing governmental order that
      could affect the legality, validity or enforceability of this Agreement,
      or the consummation of the Share
Transfer.

            


    

    


    
      	
              8.

            	
              Compliance with
      Laws:

            


    

    


    
      
        	 	
                (a)

              	
                The
      Company has conducted and will continue to conduct the Business in
      accordance with all laws, including the governmental approvals applicable
      to the Company, or any of its properties or assets or the Business, and
      the Company is not in violation of any such laws or governmental
      approvals.

              


      

    

     

    
      
        	 	
                (b)

              	
                No
      equipment or technology used by the Company is in material breach of the
      relevant state policies regarding the development of the Business in the
      PRC.

              


      

    

    


    
      	
              9.

            	
              Taxes: (i) all returns and reports in respect of
      taxes required to be filed with respect to the Company have been filed in
      a timely manner; (ii) all taxes required to be shown on such returns and
      reports or otherwise due have been paid in a timely manner; (iii) all such
      returns and reports are true, accurate and complete in all material
      respects; (iv) no adjustment relating to such returns has been proposed
      formally or informally by any tax authority and no basis exists for any
      such adjustment; (v) there are no pending or threatened actions or
      proceedings for the assessment or collection of taxes against the Company.
      The accruals and reserves for Taxes reflected in Financial Statements are
      adequate to cover all Taxes required to be accrued through such date
      (including interest and penalties, if any, thereon) in accordance with
      accounting rules.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Environmental, Health,
      Security and Other Permits and
Licenses:

            


    

    


    
      
        	
              	
                (a)

              	
                Except the
      disclosed matters,
      prior to the date of this Agreement,
      there are no environmental claims pending or threatened in writing
      against the Company or the real property, and there are no circumstances
      that can reasonably be expected to form any such environmental claim. As
      from the date of this Agreement,
      there are no environmental
      claims which
      will result in material adverse
      effect pending
      or threatened in writing against the Company or the real
      property, and there are no circumstances that can
      reasonably be expected to form any such environmental
      claim which will result in material
      adverse effect.

              


      

    

    


    
      
        	
              	
                (b)

              	
                During
      the period from the date hereof to the Price Pay-off Date, the Transferors
      will advise the Transferee promptly if it acquires knowledge that: (i) any
      event that is reportable by the Company under the environmental laws has
      occurred on, under, around or above any of the real property, including
      any event that had occurred prior to the date hereof but has not been
      reported; (ii) there has occurred any violation by the Company of any
      environmental law or there are circumstances existing giving rise to a
      liability under environmental law in respect of real property including
      any that had occurred prior to the date hereof; (iii) the Company has
      received any written communication from any governmental authority or the
      affected Party to the effect that real property is not in compliance with
      or has a liability under any environmental law, including any written
      communication or information of non-compliance that it received prior to
      the date hereof; (iv) the Company’s records
      relating to compliance with environmental laws are not complete and
      correct in all material respects; and (v) the Company has received or been
      threatened, in writing, with any litigation or claim under any
      environmental law that is material in relation to the Business or that, if
      successful, would reasonably be expected to have a material adverse effect
      including any that was received prior to the date
  hereof.

              


      

    

    


    
      
        	
              	
                (c)

              	
                Except the disclosed matters, with respect to fire protection,
      production safety, health of the employees, and the use and storage of the
      hazardous materials and the necessary disposal facilities in relation
      thereto, all the required licenses, permits and approvals have been
      obtained by the Company, and all the examination and acceptance procedures
      have been processed by the competent governmental authorities and
      successfully consummated without any penalty or damage incurred or any
      governmental order issued requiring the correction or amelioration by the
      Company.

              


      

    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              Intellectual
      Property:

            


    

     

    
      
        	
              	
                (a)

              	
                The
      Company is the exclusive owner of the entire and unencumbered right, title
      and interest in and to the intellectual property, and the Company has a
      valid right to use the intellectual property in the ordinary course of the
      Business as presently conducted or as contemplated to be
      conducted.  Except the licenses in, the intellectual property
      includes all of the intellectual property used in the ordinary day-to-day
      conduct of the Business, and there are no other items of intellectual
      property that are material to the ordinary day-to-day conduct of the
      Business.  The intellectual property is subsisting, valid and
      enforceable, and has not been adjudged invalid or unenforceable in whole
      or part.  All application, filing, registration, renewal and
      other fees for the intellectual property have been paid.  The
      Company has taken all actions necessary to maintain its intellectual
      property.  No compulsory licenses, licenses of right or anything
      similar have been, or are likely to be, granted with respect to the
      intellectual property.

              


      

    

    


    
      
        	
              	
                (b)

              	
                The
      operation of the Business as currently conducted or as contemplated to be
      conducted and the use of the intellectual property in connection therewith
      do not conflict with, infringe, misappropriate or otherwise violate the
      intellectual property or other proprietary rights, including rights of
      privacy, publicity and endorsement, of any third party, and no actions or
      claims are pending or threatened in writing against the Company alleging
      any of the foregoing.  No intellectual property is subject to
      any outstanding decree, order, injunction, judgment or ruling restricting
      the use of such intellectual property or that would impair the validity or
      enforceability of such intellectual property.  No actions or
      claims have been asserted or are pending or threatened in writing against
      the Company (i) based upon or challenging or seeking to deny or restrict
      the use by the Company of any of the intellectual property, (ii) alleging
      that any services provided by, processes used by, or products manufactured
      or sold by the Company infringe or misappropriate any intellectual
      property right of any third party.  To the best knowledge of the
      Transferors, no person is engaging in any activity that infringes the
      intellectual property.  The consummation of the Share Transfer
      will not result in the termination or impairment of any of the
      intellectual property.

              


      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (c)

              	
                The
      Company has taken reasonable steps in accordance with normal industry
      practice to maintain the confidentiality of the trade secrets and other
      confidential intellectual property used in connection with the
      Business.  Except the disclosed matters, (i) there has been no
      misappropriation of any trade secrets or other confidential intellectual
      property used in connection with the Business by any person; (ii) none of
      the operations of the Company involves the unauthorized use of
      confidential information disclosed in circumstances which might entitle a
      third party to make a claim against the Company; (iii) the Company
      has not misappropriated any trade
      secrets of any other person; (iv) no
      employee, independent contractor or agent of the Company is in default or
      breach of any term of any employment contract, nondisclosure contract,
      assignment of invention contract or similar contract or contract relating
      in any way to the protection, ownership, development, use or transfer of
      intellectual property; and (v) except
      for agreements entered into in the ordinary course of business, the
      Company is not subject to any obligation which restricts the free use or
      disclosure of confidential information used by the Company in respect of
      the intellectual property and licenses
in.

              


      

    

    


    
      
        	
              	
                (d)

              	
                The
      Company owns, or has licensed thereby, all intellectual property which is
      necessary, required or desirable to carry on the Business as it is
      presently carried on, and in accordance with the current documented plans
      of the Company for the
Business.

              


      

    

    


    
      	
              12.

            	
              Assets:

            


    

    


    
      
        	 	
                (a)

              	
                Except
      the disclosed matters, the Company has not owned, used or otherwise
      possessed any assets.

              


      

    

     

    
      
        	 	
                (b)

              	
                Except
      the disclosed matters, the Company owns,
      leases or has the legal right to use all its
      assets, and with respect to contract rights, the Company is a party to and
      enjoys the right to the benefits of all contracts, agreements and other
      arrangements used or intended to be used by the Company relating to the
      conduct of the Business.  The Company has good and marketable
      title to, or, in the case of leased or subleased Assets, valid and
      subsisting leasehold interests in, all the assets, free and clear of all
      Encumbrances.

              


      

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (c)

              	
                The
      Company has caused the assets to be maintained in accordance with good
      business practice, and all the assets are in good operating condition and
      repair and are suitable for the purposes for which they are used and
      intended, including the
      Business.  No maintenance or other capital investment
      with respect to the assets has been
deferred.

              


      

    

    


    
      
        	
              	
                (d)

              	
                Following
      the consummation of the Share Transfer, the Company will continue to own,
      with good, valid and marketable title, or lease, under valid and
      subsisting leases, the assets free and clear of any mortgage, pledge, lien
      or other encumbrances, and without incurring any penalty or other adverse
      consequence.

              


      

    

    


    
      	
              13.

            	
              Employee and Labor
      Matters: All directors, senior officers, management employees, and
      technical and professional employees of the Company are under obligation
      to the Company to maintain in confidence all confidential or proprietary
      information acquired by them in the course of their employment. Except the
      disclosed matters, there are no controversies which will result in a material
      adverse effect,
      slowdowns or work stoppages,
      pending or threatened in writing against the Company and any of their
      respective employees, and the Company has not experienced any controversies which will result in a material
      adverse effect,
      slowdown or work stoppage since its
      establishment.

            


    

    


    
      	
              14.

            	
              Social Insurance
      Matters: Except the disclosed matters, the Company has complied
      with all applicable laws relating to Social Insurance, including without
      limitation, pension, medical insurance, work-related injury insurance,
      maternity and unemployment insurance.  All contributions
      required to be made by the Company with respect to any Social Insurance
      payment have been made on or before their due dates.  All such
      contributions required to be made by any employees of the Company with
      respect to any Social Insurance payment have been fully deducted and paid
      to the relevant governmental authorities on or before their due dates, and
      no such deductions have been challenged or disallowed by any governmental
      authority or any employees of the
  Company.  .

            


    

    


    
      	
              15.

            	
              Insurance:
      Except the disclosed matters, all assets, properties and risks of the
      Company are covered by valid, currently effective insurance policies or
      binders of insurance issued in favor of the Company with PICC Property and Casualty Company Limited
      and Ping An Property & Casualty
      Insurance Company of China, Ltd., in such types and amounts and
      covering such risks as are consistent with customary practices and
      standards of companies engaged in businesses and operations similar to
      those of the Company.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              Full
      Disclosure:

            


    

    


    
      
        	 	
                (a)

              	
                The
      Transferors are not aware of any facts pertaining to the Company or the
      Business which could have a material adverse effect and which have not
      been disclosed in this Agreement or the financial
    statements.

              


      

    

     

    
      
        	 	
                (b)

              	
                No
      representation or warranty of the Transferors in this Agreement, nor any
      statement or certificate furnished or to be furnished to the Transferee
      pursuant to this Agreement, or in connection with the Share Transfer,
      contains any untrue statement of a material fact, or omits to state a
      material fact necessary to make the statements contained herein or therein
      not misleading.

              


      

    
 

    
      
         


      

      
        26