Exhibit
4.74

    English Translation of
Chinese Language Document

    


    Module
Processing Contract

    Contract
No.: XS320090076W21

    Signed
at: Party A’s place

    Signed
on: June 12, 2009

    
      
        
          
            	
                    Party
      A: China Sunergy (Nanjing) Co. Ltd.

                  	 
      	
                    Party
      B: CEEG (Shanghai) Solar Science &

                  
	
                    Address:
      No. 123 Focheng West Road,

                  	 
      	
                    Technology
      Co., Ltd.

                  
	
                    Jiangning
      Economic & Technological

                  	 
      	
                    Address:
      No. 68 Gangde West Road, Songjiang

                  
	
                    Development
      Zone, Nanjing

                  	 
      	
                    District,
      Shanghai

                  
	
                    Postal
      Code: 211100

                  	 
      	
                    Postal
      Code: 201616

                  
	
                    Contact
      person: Yan Wang

                  	 
      	
                    Contact
      person: Wei Gu

                  
	
                    Tel:
      025-52766771

                  	 
      	
                    Tel:
      +86-57850711-8009

                  
	
                    Fax:
      025-52766767

                  	
                      

                  	
                    Fax:
      +86-21-57850700

                  


          

        

      

    

     

    Both
parties hereby reach the below agreements with respect to Party A entrusting
Party B to process solar cells into solar cell modules (hereinafter referred to
as “modules”):

     

    
      
        	
                 Cell
      modules

              	
                 Nominal

                 power
      of

                 modules

              	
                 Quantity

                 of

                 modules

              	
                Cell

              	
                 Unit

                 RMB/W

              	
                 Total

                 processing
      fee

                 (RMB)

                     
      

              
	
                 Model

              	
                 Average

                 efficiency

              	
                 Average

                 power/

                 piece

              	
                 Theoretically

                 required

                 number
      of

                 pieces

              	
                 Breakage

                 rate

              	
                 Actually

                 provided

                 quantity

              	
                 Cell

                 category

              	
                 Processing

                 fee

              	
                 (17%
      value

                 added
      tax

                 included)

              
	
                 SST170-72m

              	
                 170W

              	
                 42,000

                 pieces

              	
                 S125

              	
                 16.25%

              	
                 2.41W

              	
                 3054240

                 pieces

              	
                 1%

              	
                 3054240

                 pieces

              	
                 Category

                 A

              	
                 4.2

              	
                 29,988,000.00

              
	
                 Total

              	
                 7.14MW

              	
                 42,000

                 pieces

              	 
      	 
      	 
      	
                 3054240

                 pieces

              	 
      	
                 3054240

                 pieces

              	 
      	 
      	
                 29,988,000.00

              
	
                 Total
      amount (RMB) (in words):

                    
      

              	
                 Twenty
      nine million nine hundred eighty eight thousand yuan
  only

              


      

    

    1.
Processing object

    


    The
quantity of the modules processed under this contract is subject to a +/-30%
change.

    


    2.
Quality requirements:

    


    2.1
Physical parameters of cells offered by Party A: See Annex 1—Party A's product
specification.

    2.2 Party
B shall conduct production according to the workmanship and quality standard
required by Party A, and ensure that the qualification of the modules delivered
by it will comply with the TUV certification standard, and their quality is not
lower than the quality of the same type of products.

    2.3 In
case of any changes in raw material and workmanship, Party B shall notify Party
A in advance and obtain Party A's confirmation. The aforesaid changes shall not
cause any degradation of performance of the modules.

    2.4 Party
B shall promise to provide quality assurance for the modules processed under
this contract. See Annex 2—Limited quality guarantee of modules.

    2.4.1 The
tolerance range of the power of any single module shall be within ±3%; the
average power of the whole batch of modules shall not be less than 170W; in case
that the power of any module fails to reach the agreed standard for reason not
attributable to Party B's workmanship or auxiliary material, Party A shall
assume the responsibility by itself.

    2.4.2
Party B shall provide quality assurance with respect to the raw materials
(except for the cells) and workmanship within five years from the date of Party
A's acceptance. If there is any quality problem occurring to the modules during
this period, Party B shall unconditionally repair or replace the modules and
bear the corresponding losses.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    2.4.3
Party B promises that the minimum peak value of modules shall not be lower than
90% of the nominal value within 10 years, and not lower than 80% within 25
years. If the attenuated power of modules during this period exceeds this
standard, Party B shall unconditionally repair or replace the modules and bear
the corresponding losses. Any losses relating to quality problems attributable
to cells shall be born by Party A.

    2.5 Party
B shall cover the expenses incurred in the process of repair and replacement of
modules.

    2.6
Junction box: MC4; the length of conductor shall not be less than 900mm, and the
frame thickness is 50mm.

    2.7 The
brand is CEEG. Each module shall have a serial number and a label marked with
the brand name and specific parameters of modules, etc. Chinese characters shall
not be included in any label.

    2.8 Each
module shall be labeled to indicate that the cells are manufactured by China
Sunergy. Party A shall provide such labels to Party B and has the right to
cancel this label.

    2.9 Loss
of cells: for purpose of performing this contract, Party A shall bear 1% of the
losses of cells in the transportation and packaging process, and Party B shall
bear the losses of excess part incurred in the normal production. In case that
Party B uses more than 3,054,240 cells to manufacture the 42,000 modules
hereunder, and such excess use of cells is not attributable to the quality of
cells, Party B shall purchase the excess number of cells from Party A at its own
cost. If any modules manufactured hereunder do not meet the delivery standard
due to raw materials or workmanship reason of Party B, Party B shall be
responsible to handle such modules and bear the losses incurred by Party A due
such delayed delivery.

    


    3.
Delivery:

    3.1 Place
of delivery: Party B's factory.

    3.2 Time
of delivery: Party A shall deliver the cells to Party B in batches in advance,
and the modules must be delivered within the time stipulated in Annex 3—Delivery
requirements for modules. Party A shall assume the responsibility of any delayed
delivery due to Party A's delayed delivery of cells. In case of adjustment of
the time of delivery, it must be determined by both parties through negotiation
in the form of e-mail notification.

    3.3 In
case of delayed delivery, Party B shall bear the liquidated damages of 0.1% of
the processing charge for the modules delayed, but the total amount of
liquidated damages shall not exceed 5% of the contract amount.

    


    4.
Packaging:

    Party B
shall provide the external packaging of modules and pack such modules in pallets
depending on the module types. All the external packaging shall meet the
requirement of long-distance sea transportation. The cartons shall be marked
with product name, specification, serial number, gross weight, net weight, size
and shipping mark, etc., and the contents shall be clearly visible (no Chinese
characters). If there is a special requirement in any order, Party B shall
package according to the requirement of Party A's Production
Order.

    


    5.
Transportation:

    Highway
transportation. Party A shall bear the highway transportation cost.

    


    6.
Payment:

    After the
execution of this contract, Party B shall deliver the products on time. Party B
shall send the VAT invoice to Party A within five days after Party A or Party
A's designated company finishes the acceptance and confirms the products, and
then Party A shall pay the processing fee to Party B within 15 days after
receiving such invoice. If Party A delays to make a payment, it shall bear the
liquidated damages of 0.1% of the delayed amount per day, and the total amount
of liquidated damages shall not exceed 5% of the contract amount.

    


    7.
Quantity and quality objection:

    7.1
Quantity objection: For the quantity and specification and model, etc., Party B
shall deliver the products according to the standard agreed upon by both
parties, and Party A is entitled to raise objection within 15 days from the date
of picking up the products.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7.2
Quality objection: For the electric performance parameters of modules, Party A
shall check and accept the modules according to the TUV standard within 45 days
from the date of picking up the products. For the raw materials and appearance
of modules which are not related to electric performance, Party A shall check
and accept them according to the technology agreement agreed upon by both
parties. In case any modules do not meet the standard or agreement (except for
reasons of cells), Party B shall be responsible for replacing or supplementing
the modules within seven days after receiving Party A's inspection
report.

    


    8. 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.

    


    9.
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.

    


    10.
Confidentiality of Contract:

    10.1 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.

    10.2
Except for the module sales contract expressly agreed to by Party A in the
contract, Party B undertakes that it will not negotiate or enter into any
business contract directly with Party A's customers (including the affiliated
companies of Party A's customers, etc.) without Party A’s participation. In case
of violation, Party B shall pay the liquidated damages to Party A of 10% of the
amount of the contract entered into by and between it and Party A's customers
(including the affiliated companies of Party A's customers, etc.).

    


    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.

    


    12.
Effectiveness and miscellaneous:

    12.1 The
contract shall take effect upon signature by both parties or seal by the special
authorized agents.

    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.  Fax copies shall have the same effect as the
originals.

    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. If any supplemental agreement conflicts with this
contract, this contract shall prevail.

    12.4
Except for the modules failing to meet the delivery requirements due to reasons
of Party B’s auxiliary materials and workmanship as described in Article 2.9,
the title of cells and modules under this contract shall be owned by Party A,
and Party B shall not dispose of any cells or modules without Party A's
permission, including but not limited to sale and retention,
etc.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      
        	
                Party
      A (Signature/seal): China Sunergy

              	 
      	
                Party
      B (Signature/seal): CEEG (Shanghai)

              
	
                (Nanjing)
      Co., Ltd. /s/

              	 
      	
                Solar
      Science & Technology Co., Ltd. /s/

              
	 
      	 
      	 
      
	
                Contact
      person:

              	 
      	
                Contact
      person:

              
	
                Date
      of signing:

              	
                  

              	
                Date
      of signing:

              


      

    


    
      
         


      

      
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