Exhibit 4.44


 


English Translation for Reference Only


 


No.: 7110033


 


Maximum Guarantee Contract


 


(Applicable to Limited Guarantee
Amount Contract)


 


Jiangsu Branch of Bank of Communications
Co., Ltd.


 


Printed in June 2010


 










 



    	 



    	 



    

 


No.:


Maximum Guarantee Contract


 





	
        Important Notes

         

        The guarantor shall carefully read the
        whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them
        to the Creditor in time for explanations.








  


Guarantor: Jiangsu Xinde Asset Management
Co., Ltd. 


Legal representative (principal): Lu Tingxiu 


Certificate type: ________Certificate No.: 


Legal (household register) address: 


Correspondence address:________________Post
code: 


Contact Tel: 


  


Creditor: Jiangsu Branch of Bank of Communications
Co., Ltd. 


Principal: Gu Sheng 


Correspondence address: No. 124, Zhongshan
North Road, Nanjing


 


Whereas: CEEG (Nanjing) Renewable Energy Co., Ltd. (hereinafter referred to as “the Debtor”)
signs master contract with the Creditor (No.: 7110033___ , name: Comprehensive Credit Granting Contract),


 



    	 



    	 



    

 


To guarantee enforcement
of consecutive claims under master contract, the Guarantor is willing to provide maximum amount of guarantee.


 


To define rights and
obligations of both parties, the Gurantor and the Creditor hereby conclude the contract through negotiation.


 


Article 1 Principal
Claim 


 


		1.1	The principal claim guaranteed by the Guarantor is all claims under master contract, including
all kinds of loans the Creditor offers to the Debtor on the basis of master contract or other financing fund such as inward documentary
bills, inward collection financing, import outward remittance financing, outward documentary bills, outward collection financing,
outward invoice financing, packing loan, etc, or the claim (including possible claim) the Creditor has to the Debtor because the
Creditor has opened bank acceptance, letter of credit or security bond (including standby letter of credit, the same as below).



 


When principal claim
under master contract takes place, the Creditor and the Debtor may stipulate currency type, amount, and interest rate of related
claim principal and term of debts in Facility Application under master contract.


 


		1.2	The maximum claim guaranteed by the Guarantor is
(currency type and amount in capital) Renminbi two hundred and fourty million yuan only.



 


		1.3	The principal claim guaranteed hereunder is confirmed by the date of occurrence (“date of
confirming principal claim”) of the last principal claim under master contract hereunder. Where the Debtor cancels the limit
of credit granting on the basis of master contract, the date of canceling the limit of credit granting is the date of confirming
principal claim.



 


The principal claim
before the date of confirming principal claim (including that every date) and interest (including compounded interest, overdue
and misappropriating interest penalty) incurred until the Guarantor assumes responsibility, expenses for the Creditor to enforce
claim as stipulated by Article 2.2 hereunder and other related expenses shall all be in the scope of contract guarantee.


 


Occurrence of principal
claim refers to the Creditor issuing loans, financing payment or opening bank acceptance, letter of credit or security bond.


 


Article 2 Obligations
of Guarantor 


 


		2.1	The guarantee hereunder represents a joint and several liability.



 


		2.2	2.2 The scope of guarantee shall be principal and interest, compound interest, interest penalty, default
fine, compensation for damage and expenses for enforcing claim. The expenses for enforcing claim include but are not limited to
collection fee, lawsuit fee (or arbitration fee), maintenance cost, announcement fee, execution fee, attorney fee, business trip
fee and other expenses.



 


		2.3	The term of guarantee is respectively calculated on the basis of term of debts stipulated by every Facility
Application under master contract (on the basis of the date of advances by the Creditor under opening bank acceptance /letter
of credit /security bond, the same below). The term of guarantee under every Facility Application shall be from maturity
date of debts stipulated by the Facility Application (or the date of advances by the Creditor) to two years after maturity
date of debts stipulated by Facility Application under master contract (or the date of advances by the Creditor).



 



    	 



    	 



    

 


Where Facility Application
under master contract stipulates the Debtor may perform the obligation of repayment by stages, the term of guarantee is calculated
respectively according to obligation of repayment at every stage, from maturity date of debts at every stage (or the date of advances
by the Creditor) to two years after maturity date of debts at last stage (or the date of advances by Creditor).


 


Where the Creditor announces
the debts under master contract are matured earlier, the earlier expiration date announced by the Creditor shall be maturity date
of debts.


 


		2.4	▲▲On the basis provisions of Article 5 of Security Law of the People’s Republic
of China, both parties make special provisions as follows: the effectiveness hereof is independent from master contract. When
master contract or its related articles are invalid, it does not affect effectiveness of this contract. The Guarantor shall assume
joint and several liability in respect of restitution responsibility or compensation responsibility of the Debtor after master
contract is invalid.



 


▲▲Article
3 Representations and Warranties of Guarantor


 


		3.1	The Guarantor shall have capacity for civil rights and full civil capacity (if the Guarantor is
natural person)/ the Guarantor shall be established by law and existing legally and have all necessary capacity for rights ( if
the Guarantor is not natural person), could perform obligations hereof and assume civil responsibility individually.



 


		3.2	Signature and performance of the contract are true declaration of the intention of the Guarantor
and must pass through all necessary agreement, approval and authorization and have no flaw in any law.



 


		3.3	In the course the contract is signed and performed, all documents, data and information the Guarantor
provides the Creditor with shall be true, complete and effective.



 


▲▲Article
4 Obligations of Guarantor


 


		4.1	When the Debtor does not pay back all or part of loans, financing principal, advances of Creditor
or related interest under any master contract in full timely, the Guarantor shall pay all due payables of the Debtor to Creditor
immediately and unconditionally.



 


The Guarantor agrees:
where the master contract is mortgaged or pledged by the Debtor or the third party at the same time, the Creditor is entitled to
decide the order of exercising rights by itself and the Creditor is entitled to require the Guarantor to pay all due payables of
the Debtor immediately without the need of exercising real right for security in advance; where the Creditor waives real right
for security or its right position or alters real right for security, the Guarantor shall not be exempted from any responsibility
and still assumes responsibility of guarantee according to the contract.


 


		4.2	The Guarantor shall assist the Creditor in supervision and examination of income and credit circumstance
( if the Guarantor is natural person)/ operational and financial status (if the Guarantor is not natural person), and timely provide
all financial statements, other data and information at the request of the Creditor, and guarantee the provided documents, data
and information are true, complete, and correct.



 



    	 



    	 



    

 


		4.3	When the Guarantor is in any of following circumstances, it shall notify the Creditor in writing
at least 30 days in advance; before claims under master contract are all paid off, the Guarantor must not take following actions
without a written approval of the Creditor:



 


		(1)	Disposing important assets, all or most of assets by leasing, lending, sales, transfer, bestowal,
mortgage, pledge or other way;



 


		(2)	Operation system or ownership organization takes major change, including but not limited to implementation
of contract, leasing, joint operation, reform of corporate system, reform of shareholding co-operative system, enterprise sales,
consolidation (merger), joint venture (cooperation), separation, establishment of branch, transfer of property rights, capital
reduction, etc.



 


		4.4	The Guarantor shall notify the Creditor in writing within 7 days upon the occurrence or possible
occurance of any of the following items:



 


		(1)	Modification of articles of association, change of items of industry & commerce registration,
such as enterprise name, legal representative, address, correspondence address or business scope and making decisions which have
significant influence on finance and personnel;



 


		(2)	The Creditor is planning to apply for or may apply for or has applied for bankruptcy;



 


		(3)	Involving major lawsuit, arbitration or administrative measures, or property preservation or other
compulsory measures have been taken to main assets;



 


		(4)	Providing guarantee to the third party and therefore having significant negative influence on its
economic status, financial status or capacity of performing obligations hereunder;



 


		(5)	Signing contracts which have significant influence on its operational status and financial status;



 


		(6)	Suspended production, closing business, dissolution, shutout for consolidation, being cancelled
or business license being suspended;



 


		(7)	The Guarantor or its legal representative (principal) or main managerial staff violates or gets
involved with violations against laws, regulations or applicable rules of the exchange;



 


		(8)	Operation runs into difficulty seriously, financial status worsens or other events which have negative
influence on operational status, financial status or solvency or economic status of the Guarantor happen;



 


		(9)	The work and income of the Guarantor take important change or contact information like residence
is altered (if the Guarantor is natural person).



 


		4.5	Before the Debtor pays off all debts under master contract to the Creditor, the Guarantor does
not exercise right of recourse it has due to performance of the contract to the Debtor or other guarantor.



 


		4.6	Before the Debtor pays off all debts under master contract in full, if the Debtor becomes shareholder
of the Guarantor or actual controller, the Guarantor would immediately notify the Creditor and provide resolution of the board
of shareholders (or shareholder meeting) about offering for security.



 



    	 



    	 



    

 


▲▲Article
5 Agreement on Deduction


 


		5.1	The Guarantor authorizes, when the Debtor or the Guarantor has debts payable, the Creditor shall
be entitled to deduct the fund of any account opened in Bank of Communications for satisfaction.



 


		5.2	After deduction, the Creditor shall notify the Guarantor of account No. related to deduction, master
contract No., Facility Application No., contract No., deducted amount and outstanding debts.



 


		5.3	When the deducted fund is not sufficient for satisfying all debts, it shall be used for compensating
for due and unpaid expenses at first and then deducted according to following provision:



 


		(1)	Where principal and interest are overdue for less than 90 days under loan (excluding personal loan)
or trade financing business (excluding export factoring), the balance after compensation for expenses shall be at first used for
compensating for due and unpaid interest or interest penalty, compounded interest, and then used for compensating for due and unpaid
principal; where principal and interest are overdue for 90 days, the balance after compensation for expenses shall be at first
used for compensating for due and unpaid principal, and then used for compensating for due and unpaid interest or interest penalty,
compounded interest.



 


		(2)	Under the business items such as opening bank acceptance, opening letter of credit, opening security
bond, export factoring, etc, the balance after compensation for expenses shall be at first used for compensating for due and unpaid
principal, and then used for compensating for due and unpaid interest or interest penalty, compounded interest.



 


		(3)	Under business item of personal loan, debts shall be compensated for in the order stipulated by
master contract.



 


		5.4	Where the currency of deducted fund is different from that of debts needed to be compensated for,
the amount of debts shall be converted and compensated for on the basis of exchange rate released by Bank of Communications when
the fund is deducted.



 


Article 6 Dispute
resolution 


 


Disputes hereunder shall
be filed to the court which has jurisdiction right in the place of the Creditor. During the period of disputes, every party shall
still continue to perform articles not involved with disputes.


 


Article 7 Miscellaneous



 


		7.1	▲▲When the Guarantor dodges supervision of Creditor, defaults guaranteed debts, viciously
dodges and invalidate debts, etc, the Creditor shall be entitled to report this kind of action to related unit and announce it
in news media.



 


		7.2	The Guarantor has carefully read master contract and confirmed all articles.



 



    	 



    	 



    

 


		7.3	The contract shall take effect from the date all following conditions are met: (1) if the Guarantor
is natural person, the Guarantor signs it; if the Guarantor is not natural person, legal representative (principal) or authorized
representative of the Guarantor signs (seals) it and annexes an official seal; (2) principal or authorized representative of the
Creditor signs (seals) it and annexes a unit seal.



 


		7.4	The original text of the contract shall be in            
original copies, the Guarantor, the Creditor and the Debtor shall hold one
respectively.



 


Article 8 Other
Provisions 


 


		8.1	▲▲When the contract is signed, the relationship between the Debtor and the Guarantor
of the master contract belongs to (2): (1): the Debtor of master contract is shareholder of the Guarantor or “Actual Controller”
defined by Company Law; (2) the Debtor of master contract is not shareholder of the Guarantor or “Actual Controller”
defined by Company Law











   


		8.2	▲▲                                                                                                                                                                       

                                                                                                                                                                            

                                                                                                                                                                            



 



    	 



    	 



    

 


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	The Guarantor has read through foregoing articles and the Creditor has make related explanations at the request of the Guarantor who has no objection to all content.


  


	Guarantor (official seal/signature)	 	Creditor (unit/seal)
	 	 	 
	/seal/ Jiangsu Xinde Asset Management Co., Ltd.	 	/seal/ Jiangsu Branch of Bank of Communications Co., Ltd. Special seal of contract


 


	Legal representative (principal) or authorized representative	 	Principal or authorized representative
	(signature or seal)	 	(signature or seal)
	 	 	 
	/seal/ Lu Tingxiu	 	/seal/ Liu Shuanxing


 


	Signature date: May 26, 2011	Signature date: May 26, 2011


 


Co-owner Statement (applicable
to the Guarantor who is natural person):


I (name: certificate
type:______  certificate No.:______) am spouse of the Guarantor. I have carefully read and confirmed all articles hereunder,
known and agreed the Guarantor provides guarantee to the Creditor for the Debtor. The debts on the basis of the guarantee are
common debts of both husband and wife and are satisfied by common property both husband and wife.


 


Signed by co-owner:


YY/MM/DD