Exhibit
4.76

     

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

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

                    Technology
      Development Zone, Jiangning, Nanjing

                  	 
      	
                    Address:
      No. 68 West Gangde Road, Songjiang

                    District,
      Shanghai

                  
	
                    Contact
      person: Jianhua Zou

                  	 
      	
                    Contact
      person: Qiang Tao

                  
	
                    Tel.:
      025-52766701

                  	 
      	
                    Tel.:
      021-57850711

                  
	
                    Fax:
      025-52766767

                  	 
      	
                    Fax:
      021-57850374

                  


          

        

      

    

    


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

     

    
      	
              1.

            	
              Goods
      summary

            


    

     

    Column 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 XS120080200).

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

    


    
      	
              3.

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

            


    

    


    
      	
              4.

            	
              Place
      and term of delivery

            


    

    4.1 Place
of delivery: the Seller’s location.

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

    4.3
Delivery in installments allowed.  The Buyer shall remit the payment
which accounts for 50% of such goods into the account designated by the Seller
based on the actual delivery quantity and amount within three working days
(three days for XS120090383) upon receiving the delivery notice marked with the
specific power list issued by the Seller.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    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.

    


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

              
	
                Signature/seal:
      /s/

              	 
      	
                Signature/seal:
      /s/

              
	
                Date:

              	 
      	
                Date:

              


      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	       
      	
                          Column A

                        	
                          Column B

                        	
                          Column C

                        
	
                          1

                        	
                          XS120090140

                        	
                          2009-04-07

                              

                        	
                          See
      Table
      1

                        
	
                          2

                        	
                          XS120090170

                        	
                          2009-04-24

                             

                        	
                          See
      Table
      2

                        
	
                          3

                        	
                          XS120090225

                        	
                          2009-06-02

                              

                        	
                          See
      Table
      3

                        
	
                          4

                        	
                          XS120090283

                        	
                          2009-07-02

                              

                        	
                          See
      Table
      4

                        
	
                          5

                        	
                          XS120090340

                        	
                          2009-08-06

                              

                        	
                          See
      Table
      5

                        
	
                          6

                        	
                          XS120090383

                        	
                          2009-08-31

                              

                        	
                          See
      Table
      6

                        


                

              

            

          

        

      

    

     

    Table 1

    
      
        	
                 Subject

              	
                 Specification
      and parameter

              	
                 Quantity
      (MW)

                   
      

              	
                 Unit
      price (RMB/W)

              	
                 Amount
      (RMB)

              
	
                 solar
      cells,

                 standard

              	
                 Average
      conversion 

                 efficiency
      ≥16.50%

              	
                 2
      MW

              	
                 11.5

              	
                 Around
 23,000,000

              
	
                 Total
      amount (in words): Around RMB twenty-three million

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

              


      

    

     

    As
supplemented by the supplementary contract numbered XS120090140-1 dated April 9,
2009:

     

    With the
total quantity as specified in the original contract unchanged, the parties
re-negotiate the price as below:

    
      
        	
                 Subject

              	
                 Scope
      of conversion efficiency

              	
                 Unit
      price (RMB/W)

              
	
                 Monocrystalline
      125 cells A, A2, A3

              	
                 ≥16.00%

              	
                 11.5

              
	
                 Monocrystalline
      125 cells A, A2, A3

              	
                 13.50%-14.50%

              	
                 10.5

              
	
                 Polycrystalline
      156 cells A, A2, A3

              	
                 ≥14.00%

              	
                 12

              
	
                 Monocrystalline
      156 cells A, A2, A3

              	
                 ≥16.00%

              	
                 12.5

              


      

    

    


    Table 2

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                   Subject

                                                	
                                                   Specification

                                                	
                                                   Specification
      and

                                                   parameter

                                                	
                                                   Quantity
      (MW)

                                                	
                                                   Unit
      price

                                                   (Yuan
      / W)

                                                	
                                                   Total
      amount

                                                   (RMB)

                                                
	
                                                   

                                                   Solar
      cells

                                                   (including  A,

                                                   A2,
      A3)

                                                	
                                                   Monocrystalline
      125

                                                	
                                                   ≥17.00%

                                                	
                                                   3MW

                                                	
                                                   11.5

                                                	
                                                   

                                                   

                                                   

                                                   Around

                                                   34,500,000

                                                
	
                                                   Monocrystalline
      125

                                                	
                                                   ≤16.75%

                                                	
                                                   11

                                                
	
                                                   Monocrystalline
      156

                                                	
                                                   ≥16.00%

                                                	
                                                   12.5

                                                
	
                                                   Polycrystalline
      156

                                                	
                                                   ≥16.00%

                                                	
                                                   12.5

                                                
	
                                                   Polycrystalline
      156

                                                	
                                                   ≤15.75%

                                                	
                                                   12

                                                
	
                                                  Total

                                                	
                                                   3MW

                                                	 
      	
                                                   Around

                                                   34,500,000

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

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

                                                

 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    As
supplemented by the supplementary contract numbered XS120090170-1 dated May 27,
2009:

     

    With the
total quantity as specified in the original contract unchanged, the parties
agreed to change the price of monocrystalline 125 cells from May 27, 2009 to May
31, 2009 as below:

    
      
        	
                 Subject

              	
                 Scope
      of conversion efficiency

              	
                 Unit
      price (RMB/W)

              
	
                 Monocrystalline
      125 cells A, A2, A3

              	
                 ≥16.75%

              	
                 11.2

              


      

    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Table 3

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   Subject

                                	
                                  Specification
      and parameter

                                	
                                  Quantity
      (MW)

                                      
      

                                	
                                   Unit
      price (RMB/W)

                                	
                                   Amount
      (RMB)

                                
	
                                   Polycrystalline
      156

                                   cells
      A, A2, A3

                                	
                                   ≥15.00%

                                	
                                      
      

                                   3
      MW

                                	
                                   11.5

                                	
                                   Around
 35,000,000

                                
	
                                   Monocrystalline

                                   156
      cells A, A2, A3

                                	
                                   ≥16.00%

                                	
                                   12

                                
	
                                   In
      total

                                	
                                   3
      MW

                                	 
      	
                                   Around
 35,000,000

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

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

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Table 4

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           Subject

                                        	
                                           Specification

                                        	
                                           Specification
      and

                                           parameter

                                        	
                                           Quantity
      (MW)

                                        	
                                           Unit
      price

                                           (Yuan
      / W)

                                        	
                                           Total
      amount 

                                           (RMB)

                                        
	
                                           Solar
      cells 

                                           (including
      A, 

                                           A2,
      A3)

                                        	
                                           Monocrystalline
      125

                                        	
                                           ≥17.50%

                                        	
                                           

                                           

                                           

                                              
      

                                           2.5MW

                                        	
                                           10.8

                                        	
                                           

                                           

                                              
      

                                           Around
 26,000,000

                                        
	
                                           Monocrystalline
      125

                                        	
                                           17.00%-17.25%

                                        	
                                           10.4

                                        
	
                                           Monocrystalline
      125

                                        	
                                           16.25%-16.75%

                                        	
                                           10

                                        
	
                                           Monocrystalline
      125

                                        	
                                           14.50%-15.50%

                                        	
                                           9.5

                                        
	
                                           Monocrystalline
      156

                                        	
                                           ≥17.00%

                                        	
                                           11.5

                                        
	
                                           Polycrystalline
      156

                                        	
                                           ≥15.00%

                                        	
                                           11

                                        
	
                                          Polycrystalline
      156 cells B

                                        	
                                           ≥14.00%

                                        	
                                           6.8

                                        
	
                                          Total

                                        	
                                           2.5MW

                                        	 
      	
                                           Around
 26,000,000

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

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

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    As
supplemented by the supplementary contract numbered XS120090283-1 dated July 13,
2009:

     

    With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of polycrystalline 156 cells
A1:

    
      
        
          
            
              	
                       Subject

                    	
                       Scope
      of conversion efficiency

                    	
                       Unit
      price (RMB/W)

                    
	
                       Polycrystalline
      156 cells A1

                    	
                       ≥14.00%

                    	
                       6.8

                    


            

          

        

      

    

    


    Table 5

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         Subject

                                      	
                                         Specification

                                      	
                                         Specification
      and 

                                         parameter

                                      	
                                         Quantity
      (MW)

                                      	
                                         Unit
      price

                                      	
                                         Total
      amount

                                         (RMB)

                                      
	
                                         

                                           
      

                                               
       

                                         Solar
      cells A

                                      	
                                         Monocrystalline
      125

                                      	
                                        ≥17.50%

                                      	
                                         

                                         

                                         

                                         2.5MW

                                      	
                                         10.5
      RMB/W

                                      	
                                         

                                         

                                           
      

                                             
      

                                         Around
 26,000,000

                                      
	
                                         Monocrystalline
      125

                                      	
                                        17.25%

                                      	
                                         10.4
      RMB/W

                                      
	
                                         Monocrystalline
      125

                                      	
                                        17.00%

                                      	
                                         10
      RMB/W

                                      
	
                                         Monocrystalline
      156

                                      	
                                        ≥17.00%

                                      	
                                         10.8
      RMB/W

                                      
	
                                         Polycrystalline
      156

                                      	
                                        ≥15.25%

                                      	
                                         10.8
      RMB/W

                                      
	
                                         Polycrystalline
      156 cells B

                                      	
                                        ≥14.50%

                                      	
                                         25
      RMB/PC

                                      
	
                                         Polycrystalline
      156 cells A1

                                      	
                                        ≥14.50%

                                      	
                                         25
      RMB/PC

                                      
	
                                         Total

                                      	
                                         2.5MW

                                      	 
      	
                                         Around
 26,000,000

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

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

                                         The
      parties may renegotiate the price based on market by supplementary
      agreements every
week.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    As
supplemented by the supplementary contract numbered XS120090340-1 dated August
19, 2009:

     

    With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of polycrystalline 156 cells
A:

    
      
        
          
            
              	
                       Subject

                    	
                       Scope
      of conversion efficiency

                    	
                       Unit
      price (RMB/W)

                    
	
                       Polycrystalline
      156 cells A

                    	
                       14.75%

                    	
                       9

                    


            

          

        

      

    

    As
further supplemented by the supplementary contract numbered XS120090340-2 dated
August 26, 2009:

    With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of monocrystalline 125 cells
A:

    
      
        
          
            
              	
                       Subject

                    	
                       Scope
      of conversion efficiency

                    	
                       Unit
      price (RMB/W)

                    
	
                       Monocrystalline
      125 cells A

                    	
                       16.75%

                    	
                       9.5

                    


            

          

        

      

    

    


    Table 6

    
      
        
          
            
              
                
                  	
                           Subject

                        	
                           Specification
      and parameter

                        	
                           Quantity
      (MW)

                              
      

                        	
                           Unit
      price (RMB/W)

                        	
                           Amount
      (RMB)

                        
	
                           Polycrystalline
      156

                           cells
      A

                        	
                           15.25%
      - 15.75%

                        	
                           2
      MW

                        	
                           10.4

                        	
                           Around
 20,800,000

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

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

                        


                

              

            

          

        

      

    


    
      
         


      

      
        6