Exhibit
4.84

     

    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(Nanjing)
New Energy 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

                	 
      	
                  5

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      4

                	 
      	
                  Conditions
      Precedent to the Second Batch Price Payment

                	 
      	
                  6

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      5

                	 
      	
                  Second
      Batch Price Post Obligations

                	 
      	
                  8

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      6

                	 
      	
                  Representations
      and Warranties

                	 
      	
                  9

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      7

                	 
      	
                  Indemnification

                	 
      	
                  11

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      8

                	 
      	
                  Termination

                	 
      	
                  12

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      9

                	 
      	
                  Confidentiality

                	 
      	
                  13

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article 10

                	 
      	
                  Amendment
      and Waiver

                	 
      	
                  13

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      11

                	 
      	
                  Assignment

                	 
      	
                  14

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      12

                	 
      	
                  Expenses

                	 
      	
                  14

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      13

                	 
      	
                  Governing
      Law and Dispute Resolution

                	 
      	
                  14

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      14

                	 
      	
                  Notices

                	 
      	
                  15

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      15

                	 
      	
                  Signing
      and Effectiveness

                	 
      	
                  16

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      16

                	 
      	
                  Miscellaneous

                	 
      	
                  16

                
	 
      	 
      	 
      	 
      	 
      
	
                  Article
      17

                	 
      	
                  Headings

                	 
      	
                  17

                
	 
      	 
      	 
      	 
      	 
      
	
                  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 (Nanjing)
      New Energy Co., Ltd.(“Company”) 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.

                        


                

              

            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    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.

                                  
	 	 	 
	
                                    Approval
      Authority

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

                                  
	 	 	 
	
                                    AIC

                                  	 	
                                    means
      Nanjing 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.

                                  
	 	 	 
	
                                    Completed
      Projects

                                  	 	
                                    means
      solar cell module encapsulation production projects of the Company
      completed in March, 2009 having a capacity of 10MW/year completed in July
      2009 having a capacity of 60MW/year, collectively.

                                  
	 	 	 
	
                                    Social
      Insurance

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

                                  
	 	 	 
	
                                    Nanjing
      International Trade

                                  	 	
                                    means
      CEEG (Nanjing) International Trade Co., Ltd., which is a controlled
      subsidiary of CEEG and in which CEEG holds 80% shares.

                                  
	 	 	 
	
                                    Nanjing
      ST

                                  	 	
                                    means
      CEEG (Nanjing) Special Transformer Co., Ltd.

                                  
	 	 	 
	
                                    Leased
      Properties

                                  	 	
                                    means
      the three floors’ module workshop, the temporary warehouse of the module
      workshop and the offices listed by the Company.

                                  
	 	 	 
	
                                    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;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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”;

            


    

     

    
      	
               
      

            	
              (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 (as defined below) on the terms and conditions of this
      Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      Article
3       Share
Transfer Purchase Price and Payment

    

     

    
      	
              3.1

            	
              The
      Transferor and Transferee have determined that the share transfer price is
      RMB 120 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:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Transferee shall pay the Transferor 20% of the Share Transfer Price, i.e.
      RMB 24 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 72 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 licnese from the AIC (“Price Pay-off Date”),
      The transferee shall pay-off the rest Share Transfer Price, i.e. RMB 24
      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.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      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;

            


    

     

    
      	
               
      

            	
              (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 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;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Company has obtained the approval of the environmental impact assessment
      statements of the Completed Projects from the competent environmental
      protection authority, and the Company has filed an application to the
      competent environmental protection authority for check and acceptance of
      the environmental protection facilities of the Completed
      Projects;

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
               
      

            	
              (f)

            	
              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

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (g)

            	
              With
      respect to the Company’s relying on CEEG and its subsidiaries 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 with in 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)

            	
              The
      use of the Leased Properties leased by the Company from Nanjing ST and the
      relevant lease agreement and rental in relation to the Leased
      Properties;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Company has paid the construction cost relating to the temporary warehouse
      of the module workshop for and on behalf of Nanjing
  ST;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              There
      are related-party transactions between the Company and Nanjing
      International Trade and Company and Nanjing International Trade share
      certain employees;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      Company shares certain employees with
CEEG;

            


    

     

    
      	
               
      

            	
              (v)

            	
              CEEG
      provides services on the operation and financial matters of the
      Company;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              The
      Social Insurance contributions payable for the Company’s employees are
      paid by CEEG on the Company’s behalf in Nanjing and
    Yangzhong;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              CEEG
      ensures logistics support and water and electricity supply to the
      Company;

            


    

     

    
      	
               
      

            	
              (viii)

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

            


    

     

    
      	
               
      

            	
              (ix)

            	
              The
      construction and use of the production construction project having an
      annual capacity of 300MW the Company proposes to
  construct.

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      Company has performed its obligation to notify the Nanjing Branch of China
      Merchants Bank Co., Ltd.;

            


    

     

    
      	
               
      

            	
              (i)

            	
              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;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (j)

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

            


    

     

    
      	
               
      

            	
              (k)

            	
              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;

            


    

     

    
      	
               
      

            	
              (l)

            	
              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;

            


    

     

    
      	
               
      

            	
              (m)

            	
              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

            


    

     

    
      	
               
      

            	
              (n)

            	
              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 (k) and (l), the
      Transferors shall submit a written confirmation to the Transferee, stating
      that (1) the representations and warranties specified in Article6 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 (h), 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.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              5.3

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

            


    

     

    
      	
               
      

            	
              (a)

            	
              handle
      Social Insurance registration and other matters on the payment of the
      Social Insurance contributions with the relevant Social Insurance
      authority ;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              obtain
      the approval on check and acceptance of the environmental protection
      facilities of the Completed Projects from the environmental protection
      authority;

            


    

     

    
      	
               
      

            	
              (d)

            	
              file
      an application to the competent safety authority for check and acceptance
      of the safety facilities of the Completed Projects and complete the
      relevant formalities of acceptance and
approval;

            


    

     

    
      	
               
      

            	
              (e)

            	
              file
      an application to the competent safety authority for registration of the
      special equipment held by it and have the special equipment tested;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              complete
      relevant approval formalities for the production construction project
      having an annual capacity of 600MW the Company proposes to
      construct.

            


    

     

    
      	
              5.4

            	
              Following
      the Price Pay-off Date, the Transferors shall, at the request of the
      Transferee and the Company, continue to 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;

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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;

            


    

     

    
      	
               
      

            	
              (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.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              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.

            


    

     

    
      	
              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.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              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 Price
      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.

            


    

     

    
      	
              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 9and 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.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      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

            


    

     

    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
              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.

            


    

     

    
      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.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              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:

            


    

     

    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:

    Attn:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      	
              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:

            


    

     

    
      	
               
      

            	
              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

        
          

        

      

      
         


      

    

     

    
      	
              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.

            


    

     

    
      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 (Nanjing) New Energy Co., Ltd.

                                                    
	
                                                      Registration
      No.

                                                    	 
      	
                                                      320100400038825

                                                    
	
                                                      Registered
      Address:

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

                                                    
	
                                                      Date
      of Establishment

                                                    	 
      	
                                                      April
      18, 2007

                                                    
	
                                                      Name
      of Company

                                                    	 
      	
                                                      Limited
      liability company (Sino-foreign joint venture)

                                                    
	
                                                      Legal
      Representative

                                                    	 
      	
                                                      Zhu
      Minglong

                                                    
	
                                                      Registered
      Capital

                                                    	 
      	
                                                      USD6,430,000

                                                    
	
                                                      Paid-in
      Capital

                                                    	 
      	
                                                      USD6,430,000

                                                    
	
                                                      Scope
      of Business

                                                    	 
      	
                                                      R&D,
      production and installation of solar cell module, sale of self-produced
      products, and provision of relevant services

                                                    
	
                                                      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 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:
      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)

            	
              Prior
      to the date of this Agreement, there are no environmental claims pending
      or threatened in writing against the Company, 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, 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)
      there has occurred any violation by the Company of any environmental law
      including any that had occurred prior to the date hereof; (ii) 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; (iii) the Company’s records
      relating to compliance with environmental laws are not complete and
      correct in all material respects; and (iv) 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)

            	
              Except
      the disclosed matters, the Company has not owned, used or otherwise
      possessed any intellectual properties, including without limitation
      patents, utility modes, design and other
  know-how.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      operation of the Business as currently conducted or as contemplated to be
      conducted 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.

            


    

    


    
      	
               
      

            	
              (c)

            	
              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 properties and 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.

            


    

    


    
      	
               
      

            	
              (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.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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. 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 have 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.

            


    

    


    
      	
              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.

            


    


    
      
         


      

      
        24