Exhibit
4.68

     

    English Translation of
Chinese Language Document

    


    Form
of Sales Contract

    


    Contract
No.: Column
A   

     

     Signing
Place: Jiangning District, Nanjing   

    Signing
Date: Column
B   

    


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

                	
                  The
      Buyer: CEEG (Nanjing) New Energy Co., Ltd.

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

                	
                  Address:
      No.6 Shuige Road, Jiangning Economy and

                
	
                  Technology
      Development Zone, Jiangning, Nanjing

                	
                  Technology
      Development Zone, Nanjing

                
	
                  Postal
      code: 211100

                	
                  Postal
      code: 211100

                
	
                  Contact
      person: Jianhua Zou

                	
                  Contact
      person: Xulu Xia

                
	
                  Tel.:
      025-52766701

                	
                  Tel.:
      025-52095672

                
	
                  Fax:
      025-52766767

                	
                  Fax:
      025-52095672

                


        

      

    

    


    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 C

     

    
      	
              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 20 million granted to the Buyer (the credit facility of RMB 20 million is
agreed in the contract numbered XS320090016).

    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 Buyer’s factory

    4.2 The
Seller shall be responsible for goods transportation.

    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.

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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Quality
      requirements and technical
standards:

            


    

    See
Appendix I for the standard cells hereunder (shipment and transportation terms
in Article 5.4 thereof are inapplicable).  Appendix I shall not apply
to the off-specification cells hereunder.

    


    
      	
              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 (Nanjing) New Energy Co., Ltd.

              
	
                Signature/seal:
      /s/

              	
                Signature/seal:
      /s/

              
	
                Date:

              	
                Date:

              


      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                Column A

                                              	
                                                Column B

                                              	
                                                Column C

                                              
	
                                                1

                                              	
                                                XS120090110

                                              	
                                                2009-03-19

                                              	
                                                See
      Table
      1

                                              
	
                                                2

                                              	
                                                XS120090127

                                              	
                                                2009-03-27

                                              	
                                                See
      Table
      2

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                     

                  

                

              

            

          

        

      

    

    Table 1

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Subject

                                                              	
                                                                Specification and parameter

                                                              	
                                                                Quantity (MW)

                                                              	
                                                                Unit price (RMB/W)

                                                              	
                                                                Amount (RMB)

                                                              
	
                                                                solar
      cells, standard

                                                              	
                                                                Average
      conversion efficiency 16.50%

                                                              	
                                                                2
      MW

                                                              	
                                                                12.5

                                                              	
                                                                Around
      41,000,000

                                                              
	
                                                                solar
      cells, off-specification

                                                              	
                                                                Average
      conversion efficiency 16.50%

                                                              	
                                                                2
      MW

                                                              	
                                                                8

                                                              	 
      
	
                                                                In
      total

                                                              	
                                                                4
      MW

                                                              	 
      	
                                                                Around
      41,000,000

                                                              
	
                                                                Total
      amount (in words): Around RMB forty one million

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

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

      

    Table 2

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Subject

                                                      	
                                                        Specification and parameter

                                                      	
                                                        Quantity (MW)

                                                      	
                                                        Unit price (RMB/W)

                                                      	
                                                        Amount (RMB)

                                                      
	
                                                        solar
      cells, standard

                                                      	
                                                        Average
      conversion efficiency 16.50%

                                                      	
                                                        2
      MW

                                                      	
                                                        12.8

                                                      	
                                                        Around
      25,600,000

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

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

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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