Exhibit 4.40


 


English Translation for Reference Only


 


Sales Contract


 


	 	Contract No.: NSP11006
	 	 
	 	Signature place: Nanjing


 


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


 


Address: No.123, Focheng West Road, Jiangning
Economic & Technological Development Zone, Nanjing


 


	Tel: 025-52766609	Fax: 025-52766767


 


Buyer: CEEG (Nanjing) Solar Research Institute
Co., Ltd.


 


Address: No.6, Shuige Road, Jiangning Economic
& Technological Development Zone, Nanjing


 


	Tel: 025-52095914	Fax: 025-52095914


 


Through friendly negotiation
of both parties, on the basis of Contract Law of the People's Republic of China, both parties agree to sign following contract
terms over purchase of following goods for mutual compliance and performance of both parties:


 


		1.	Product name, specification model, quantity, amount



 





	 	 	 	 	 	 	Unit price (inc.17% VAT)	 	 
	Items	 	Names of goods	  	Quantity	 	RMB/watt	 	RMB/piece	 	Total price (RMB)
	 	 	 	 	 	 	 	 	 	 	 
	1	 	
        Mono-crystalline battery 185 subassembly

         

        ( 1580*808*50mm )
	 	357 pieces	 	7.9	 	1461.5	 	521755.5
	 	 	 	 	 	 	 	 	 	 	 
	2	 	
        Mono-crystalline battery 185 subassembly

         

        ( 1580*808*35mm )
	 	9373 pieces	 	7.9	 	1461.5	 	13698639.5







	Total (RMB  in capital): Fourteen million and two hundred and twenty thousand and three hundred and ninety five yuan only


 


2. Technical and
Quality Standard: See appendix


 


3. Goods Packing,
Transportation, Insurance:


 



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3.1 The packing
shall meet requirements of land transport, and the seller shall bear losses caused by improper packing;


 


3.2 The buyer
is responsible for transportation, transportation fee and corresponding transportation assurance fee.


 


4. Seller's Delivery
Term, Delivery Place and Payment Time:


 


4.1 Delivery
Time: The seller shall finish delivery within 20 working days after receiving prepayment of 30% total amount of the contract.


 


4.2 Receiving
Place: The place the buyer picks up goods is finished product warehouse of CEEG (Nanjing) Renewable Energy Co., Ltd. at No. 6, Shuige
Road, Jiangning District, Nanjing.


 


4.3 Payment
Time: The buyer shall pay a repayment of 30% total amount of the contract to the seller within 3 days after the contract is signed,
and the buyer shall pay off remaining payment to the seller before December 30, 2011.


 


5. Quantity and Quality
Inspection, Objection


 


5.1 Quantity
Objection: In terms of quantity and specification model, the buyer shall be entitled to bring up objection within 15 days from
the date of receiving goods.


 


5.2 Quality
Objection: With regard to subassembly electrical performance parameter, the buyer shall accept subassembly according to standard
within 30 days from the date of delivery. Raw materials and subassembly appearance used by subassembly shall be accepted according
to the standard recognized by both parties. If inspected subassembly doesn't meet standard or agreement, the seller shall be responsible
for replacement or supplement within 7 days after receiving inspection report from the buyer.


 


6. Contract Transfer:


 


With written
approval of the other party, neither party hereof could transfer all or part of rights and obligations hereunder.


 


7. Contract Confidentiality:


 


The buyer
and the seller and their employees, agents, representatives or consultants shall all deem this contract and all articles and conditions
of any supplemental agreement as business secrets. Without a written approval of the other party, they must not disclose them to
the third party, or, the breaching party shall make double compensation for direct or indirect losses caused to the relative party.


 


8. Force Majeure:


 


If either
party hereof can't perform the contract due to force majeure, the party in case of force majeure shall notify the other party in
writing within 7 days from the date of occurrence of force majeure and submit a written certificate document of related department
within 15 days after the event disappears. Part or all of responsibilities are exempted on the basis of effect of force majeure.If
force majeure occurs within the period of delay performance of contract, responsibilities could not be exempted.


 



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9. Provision against
Corruption:


 


9.1 Both
the buyer and the seller and their staff directly or indirectly present cash gift, precious articles, negotiable securities and
provide improper interests by other disguised method, or either party or its staff engage with staff or any third person introduced
by the staff in the name of the company or individual shall all be deemed as infringement on interests of the other party.The infringing
party shall make double compensation for direct or indirect losses caused to the infringed party and the infringing party hereby
assumes liquidated damages at 20% total amount of the contract to the infringed party every time (the total shall not exceed RMB
1 million).


 


9.2 The seller's
information of reports against corruption: Monitoring report mailbox: JC@Chinasunergy.com., report telephone: 8625-5276 6726


 


10. No Commercial
Fraud


 


If the seller
provides the buyer with false registration data, qualification certificate, information or hide facts and truth against the principle
of honesty and trustworthiness so as to cheat the buyer or final user, it shall assume liquidated damages of 20% contract amount
to the buyer (the total shall not exceed RMB 1 million); this provision doesn't affect liabilities for breach the seller shall
assume according to provisions of other articles.


 


11. Dispute Solution
Mode:


 


All disputes
resulting from reasons such as effectiveness, performance and interpretation of the contract shall be negotiated friendly. If negotiation
doesn't work, either party may file a lawsuit. Both parties agree the disputes are under the jurisdiction of people's court in
the local place where the seller is. Related expenses paid for lawsuit (including attorney fee, business trip fee, evidence obtaining
fee, notarial fee, lawsuit fee, etc) shall be all borne by the losing party.


 


12. Liability
for Breach of Contract


 


12.1 Unless
it is otherwise stipulated in the contract, if the seller delays delivery of goods, it shall assume liability for breach of contract
to the buyer at 0.01% value of delayed delivery every day, but the accumulated liquidated damages of delayed delivery shall not
exceed 1% (one percent) of transaction total amount hereunder.


 


12.2 Unless
it is otherwise stipulated in the contract, if the buyer delays payment for goods, it shall assume liability for breach of contract
to the seller at 0.01% of the delivered payment every day, but the accumulated liquidated damages of delayed payment shall not
exceed 1% (one percent) transaction total amount hereunder.


 


12.3 Both
parties agree, after the contract takes effect, neither party may terminate the transaction unilaterally by any reason, or the
breaching party shall bear liability for breach to the observant party and the liquidated damages is 20% (twenty percents) total
amount of the transaction hereunder. Beside, the observant party shall be also entitled to claim for breach compensation to the
breaching party on the basis of provisions of Contract Law of the People's Republic of China.


 


13. Effectiveness
and Others


 


13.1 The
contract shall take effect when both parties sign and seal it. The content of contract is subject to printed manuscript. In case
of change, both parties shall confirm it by signing and sealing the place of change. If the contact text has more than 1 page,
it shall be sealed on the perforation.


 



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13.2 The
contract shall be in 2 original copies and the buyer and the seller shall hold one respectively. Both contracts shall have the
same legal force; the buyer and the seller shall send original contract text to each other within 3 working days after the contract
is signed. The effectiveness of fax shall be equivalent to that of original.


 


13.3 For
anything unmentioned in the contract, both parties shall negotiate otherwise and sign a supplemental agreement. The supplemental
agreement shall have the same legal force as this contract.


 


13.4 Notice
mode for quality objections, dissolution of the contract, etc: Fax or express. If they are sent by fax, the date of sending shall
be deemed as the date of receiving; if they are sent by express, the 5th date after express is sent shall be deed as the date of
receiving.


 


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

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

         
	
        Buyer: CEEG (Nanjing) Solar Research Institute
        Co., Ltd.

        /seal/ CEEG (Nanjing) Solar Research Institute
        Co., Ltd.

         

	Contact person of Contract:	Contact person of Contract:
	Date of signature: August 19, 2011	Date of signature:


 



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