Contract No.: GP/CG210245


 


Exhibit 4.33


 


English Translation
for Reference


 


Sales Contract 


 


Contract No.: NPM111009


 


Signature date: January
17, 2011


 


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


 


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


 


Seller: Suzhou GCL Photovoltaic
Technology Co., Ltd.


 


Address: No. 68, Kunlunshan
Road, Hi-tech Zone, Suzhou


 


Whereas, the buyer decides
to purchase a certain amount of solar–grade polycrystalline silicon wafers and mono-crystalline silicon wafers from the seller
within the term stipulated in the contract, for the purpose of defining obligations of the buyer and the seller and assurance of
the goal of contract, both parties hereby enter into the contract for mutual compliance upon friendly negotiation and mutual understanding
of equality and mutual profit.


 


Non-competition article:
the buyer undertakes that, within the valid period of original contract and supplemental agreement, total capacity (in megawatt)
of buyer and its affiliated companies’ silicon materials projects which have been invested for production or are currently
in operation shall not exceed 500 MW, and total capacity (in megawatt) of buyer and its affiliated companies’ silicon wafers
projects which have been invested for production or are currently in operation shall not exceed 500 MW. Otherwise the seller shall
be entitled to requiring the buyer to immediately stop such investment and construction of new silicon wafer projects. The buyer
shall agree to stop silicon wafer projects which have not been put into operation. If the buyer does not stop such action, the
seller shall be entitled to discontinuation of performance of this contract and stop its supply of goods to the buyer at discount
price stipulated in the agreement.


 


The buyer promises that
the quantity of its silicon wafers to be purchased from the seller shall be no less than [****]*% of its production capacity.


 


1. Contract Basis and Price Negotiation
Principle 


 


Product Schedule
and Payment Settlement 


 


1.1 Annual Prices


 


Both parties, upon negotiation,
hereby agree on silicon wafer purchase from 2011 to 2016 as follows:


  


* This portion of the Long Term Sales Contract between Sunergy
Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities and Exchange
Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


  


a) Details of purchase
quantity and price in 2011 are implemented with reference to Appendix Two: Form A-1:


 


b) Supply Prices from
2012 to 2016 shall be determined by both parties through negotiation before December 10 of every supply year.


 


1.2 Price Negotiation


 


1.2.1 Purcahse quantity
and quality in 2011 shall be based on Appendix Two Form A-1 hereof. Without due reason stipulated by this contract, the price shall
not be adjusted by either party. In case price adjustment for the reason stipulated by this contract, both parties may re-negotiate
the supply prices;


 


1.2.2. Price adjustment
within every supply year:


 


a) Prices of silicon wafers in
2011 hereunder shall be determined based on Appendix Two Form A-1 hereof. Without due reason stipulated by this contract, the seller
must not increase the prices;


 


b) In the event of market
slump, and if the monthly market price of silicon wafer decrease by more than 5% (based on the benchmark of Market Price) ( “Market
Price” in this contract soely refers to the average price (in RMB, converted according to the foreign exchange rate on current
day, plus domestic value added tax) of the price released in the first week and the price released in the final week on PV Insight
website (www.pvinsights.com)), then both parties shall take the market change into consideration and make appropriate adjustment
to the price of current month;


 


In the event that PV
Insight website is closed or when the website cannot be normally browsed for other reasons, then both parties shall provide average
purchase price and average sales price of each party’s similar products respectively and take the lower price for performing
the contract.


 


If the parties fail
to reach an agreement on price, both parties shall determine the price according to basic purpose of the agreement on the principle
of fairness and reasonability.


 


c) If market price of
silicon price or its raw material “polycrystalline silicon material” increases, Party B shall be entitled to correspondingly
adjust silicon wafer price of 20% supply quantity of the current month as stipulated by Appendixes A and B (the purchase price
of the remaining 80% silicon wafers shall be strictly performed according to the contract). Both parties agree to determine such
price through negotiation before the 20th day of the previous month, and such negotiated price generally shall not exceed
RMB [****]* per wafer If the parties fail to reach an agreement on price, the price of the 20% silicon wafers is allowed to be
adjusted to increase by RMB 1.00 higher than the supply price of current month as stipulated in Appendixes A and B.


 


d) Price adjustment
of supply in following years shall be performed according to foregoing article.


 


1.2.3 Price adjustment
principle of supply in following years: based on the friendly and non-competitive long-term partnership of both parties, if
the buyer pays prepayment according to the Article 6 hereunder, the seller promises to provide timely and favorable supply arrangement
to the buyer and assure that the buyer’s purchase price from the seller will have stable comeptitive favorable advantage
compared with market price in the same period; the seller promises that the supply prices offers to the buyer from 2012 to 2015
shall be more favorable than that of 2011, thus to further increase the comeptitive favorable advantage of the buyer’s purchase
price from the seller compared with market price in the same period.


 


* This portion of the Long Term Sales Contract
between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities
and Exchange Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


1.3 Payment:


 


a) Monthly supply arrangement:
from the date of this contract, based upon the supply amount of current month agreed by both parties, both parties shall determine
the details of shipment quantity (the quantity is determined and fixed before such supply year according to Article 1.1 hereunder),
batches and price (if there is change) in writing before the 20th day of each month. If both parties fail to reach an
agreement over the shipment batches for the next month within above-mentioned term, the seller shall be entitled to arrange shipment
batches for the next month on its own discretion based on its production capacity, provided that the seller shall make equal shipment
of each batch and compelte the whole supply in such month;


 


b) Payment of the buyer:
the buyer shall pay correspondingly the payment for the next month in full to the seller before the 25th day of each
month according to above-mentioned shipment quantity and price. Payment shall be delivered by bank wiring. The above-mentioned
payment obligation shall be the buyer’s definite and independent. The seller shall not refuse to perform the obligation of
payment if there is no event of change of circumstances, or, even if there is event of change of circumentance, if the parties
fail to reach a new agreement on the price through negotiation;


 


c) Payment benchmark
prices: the prices indicated in Appendix Two Form A-1 hereof (and price lists of the negotiated price for following supply years)
shall be payment benchmark prices and the buyer shall deliver the payments of goods according to foregoing article of contract
benchmark prices.


 


d) Payment settlement
and return: in case of price negotiation stipulated hereunder, if the actual payment of the buyer is higher or lower than the actually
accrued payables resulting from the difference of payment benchmark price and actual supply price, the exceeding payment shall
offset the payment of next month and the insufficient part shall be supplemented in the next month.


 


1.4 Purchase obligation
of the buyer: the buyer shall guarantee to purchase goods at a quantity stipulated by Appendix A-1 hereof (or the adjusted quantity
of goods agreed by both parties in written agreement) every month within the term stipulated in this contract according to payment
term stipulated hereunder, except otherwise stipulated in this contract. If the buyer fails to perform above-mentioned purchase
obligation due to the buyer’s reasons, for example, the buyer fails to deliver the payment for goods as scheduled, the buyer
shall bear liabilities for breach of contract as stipulated by Article 8.1 hereunder. In addition, in the event that the seller
increases price of similar product of the same kind under the contract according to the market trend, the seller shall be entitled
to require the buyer to supplement such price difference according to the latest new price which is agreed by both parties through
negotiation. If the buyer refuses to supplement price difference, the seller shall be entitled to require the buyer to assume liabilities
for breach of contract according to Article 8.1 hereunder and to terminate the contract. Both parties shall re-negotiate the annual
total sales amount and monthly sales amounts for the next year in the fourth season of each year, provided, if both parties fail
to reach an agreement in writing over the above-mentioned matters until December 20 of current year, then the annual sales amount
and monthly sales amounts for the next year shall still be in accordance with Appendix A-1 hereunder on a monthly basis.


 



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Contract No.: GP/CG210245


 


1.5 Sales obligation
of the seller: the seller shall guarantee it would provide the buyer with goods (or the adjusted quantity of goods consented by
both parties) it shall sell in current month within the contract term according to the terms of delivery stipulated hereunder.
If the seller fails to perform above-mentioned sales obligation of current month due to the seller’s reasons, for example:
the seller fails to deliver goods as scheduled, and the seller fails to cure such failure within 10 days, the seller’s deilivery
shall be deemd as delayed, in such event the seller shall pay a liquidated damage of 1‰ of payment such batch of goods which
have not been delivered as scheduled, and the liquidated damage shall not exceed [****]*% of the payment of goods whose delivery
has been delayed. If the seller fails to cure such failure within 20 days, both parties agree that such failure shall be deemed
as breach of contract. After notifying the seller, the buyer is entitled to unilaterally dissolve purchase obligation of the undelivered
part of goods and to purchase insufficient part from the open market, or the buyer is also entitled to require the seller to continue
to deliver the delayed goods.


 


If the seller needs
to modify supply quantity of goods stipulated in this contract due to unexpected change of its production capacity, the seller
shall give a written notice to the buyer promptly and both parties shall promptly reach an agreement over adjustment of supply
quantity. If the parties can’t reach an agreement, the seller is entitled to supply the buyer with not less than 90% of the
original supply quantity in current month stipulated by Appendix A-1, and such resulted insufficience in sales amount as compared
to the monthly sales amount stipulated by Appendix A-1 shall not be deemed as delayed delivery by the seller. If the seller fails
to meet the above-mentioned minimum supply amount for 3 consecutive months without justified reasons, such failure shall be deemed
as breach of contract.


 


2. Contract Performance: 


 


2.1 Place of delivery:
factory warehouse designated by the seller.


 


2.2 For each batch of
goods, the authorized person of the buyer will accept by signing to confirm quantity, appearance, specification and type on the
external package of that batch in the place of delivery agreed by both parties. The signature of confirmation of authorized person
shall be deemed as the buyer’s confirmation of acceptance of the quality in the above-metioned aspects; after goods are delivered,
the buyer shall bear quality warranty responsibility for 30 days from the delivery date, and shall not assume liabilities otherwise.


 


2.3 Risk taking: after
goods are delivered to the buyer, all risks are transferred to the buyer.


 


2.4 Date of delivery:
date of delivery and delivery amount of goods of current batch are subject to the time limit indicated by the seller’s bill
of landing.


 


2.5 Goods package: professional
package suitable for land transportation and the packaging satisfy the demand of long distance safe transportation.


 


2.6 Delayed Pickup:


 


If the buyer refuses
to pick up or fails to pick up goods according to the pickup date on the bill of lading and delivered amount of current batch,
and still fails to pick up goods within 10 days after the seller notice, such buyer’s pickup shall be deemed as delayed pickup.
Upon the term of pickup period agreed by both parties, the risk of goods shall be transferred to the buyer, meanwhile the seller
shall be entitled to re-arrange the delivery term and quantity without bearing resulting liabilities for breach of contract for
delayed delivery. According to foregoing provisions, though the risk is transferred to the buyer, the seller shall still be responsible
for taking care of the goods. The protective measures adopted by the seller for the goods shall not be worse than the measures
adopted for the goods to which the seller takes risks. if the seller has fullfilled above-mentioned responsibilities but this batch
of goods are still damaged or lost, the above-mentioned losses shall be borne by the buyer.


 


* This portion of the Long Term Sales Contract
between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities
and Exchange Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


3. Transportation Insurance 


 


3.1 Road automobile
transportation: the buyer shall organize vehicles and bear expenses for loading and unloading and transportation, and the seller
shall assist buyer for loading and unloading.


 


3.2 Goods insurance
shall be handled and paid by the buyer.


 


4. Quality Index: see Appendix One “Silicon
Wafer Product Specification” 


 


The seller shall provide
quality assurance that the delivered goods conform to requirements of above-mentioned specifications and assures the factory damage
rate is less than 0.3%. If the damage rate is higher than such percentage, the seller shall bear the loss for the exceeding part
of goods. The seller is responsible for delivering the replacements to the place where the buyer is located within 30 days after
receiving a written notice from the buyer and the returned broken silicon wafers, or delivering the replacement in next delivery.


 


5. Acceptance and Term of Objection:



 


5.1 Acceptance:


 


5.1.1 If the buyer has
objection to product quality, the buyer shall bring up the quality objection in writing to the seller within 30 days from the date
of delivery by the seller, otherwise the buyer will be deemed to have accepted the seller’s products as fully conforming
to all requirements hereunder.


 


5.1.2 If the buyer doesn’t
bring up objection within the term stipulated by Article 5.1.1, or while the Buyer brings up objection within above-mentioned term,
such silicon wafers in objection has been put into production by the Buyer, then the buyer will be deemed to have accepted the
seller’s products as fully conforming to all requirements hereunder. If the buyer, together with the seller, takes random
samps of silicon wafers in quality objection and seals them up for third party inspection, and such third party confirms the existence
of quality defects, then such batch of silicon wafers (including the part which has been put into production), by percentage, shall
be deemed as being in inconformity against quality standard.


 


5.1.3 If the buyer has
objection as to whether the quality of some batch of goods confirms to the standard stipulated by Article 4 hereunder, the buyer
shall send a written notice attached with preliminary inspection report to the seller within the above-mentioned objection period.
The notice shall be delivered by fax or courier. If the seller has different opinion to the quality of goods, the seller shall
notify the buyer to bring the samples confirmed by both parties to a unit with justified qualification and accepted by both parties
within 10 days from receiving the written notice and inspection report. If both parties fail to reach an agreement, the samples
shall be subject to appraisal inspection of State Key Laboratory of Silicon Materials of Department of Materials Science and Engineering
of Zhejiang University (contact Tel: 0571-87951667). If the appraisal result confirms the inconformity of products against the
agreed standard, the seller shall undertake the appraisal fee and shall replace unqualified products with qualified products and
bear transportation fee for replacement within 20 days after the result is confirmed. If the seller fails to replace unqualified
products with qualified products within above-mentioned term, the seller shall assume liabilities for breach of contract for delayed
delivery according to Article 1.5 and 8.2 hereunder; if the appraisal result confirms the products conforms to the quality standard,
the buyer shall bear appraisal fee.


 



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Contract No.: GP/CG210245


 


6. Prepayment 


 


6.1 The prepayment of
this contract totals RMB [****]* (RMB [****]*), including prepayment of RMB [****]* (RMB [****]*) which shall be paid by within
20 days after the execution of this contract, which is for the purpose of locking up supply in 2011. The second prepayment of RMB
[****]* (RMB [****]*) shall be paid before June 2011 t, which is used for locking up annually supply from 2012 to 2016. The payment
shall be delivered by bank wiring. If the payment is delayed, the buyer shall assume liabilities for breach of contract to the
seller at 1‰ of the amount for undelivered payment for each day. If the prepayment is delayed for 30 days, besides the liquadated
damaged which shall be paid by the buyer to the seller according to above-mentioned article, the seller may choose:


 


(1) termination of contract.
The buyer shall deliver the paid prepayment to the seller as liquadated damages. If the prepayment is less than RMB [****]*, the
minimum unqualified shall be RMB [****]* (this article applies only under the circumstance where the buyer express its refusal
to pay prepayment in writing or by its own act);


 


(2) Temporary suspension
of contract until prepayment is paid off. Before prepayment is paid off, if the seller needs to re-arrange delivery term and quantity
according to the percentage of actual paid prepayment, the seller does not bear liabilities for breach of contract resulting from
delayed delivery.


 


6.2 With regard to the
monetary obligation the buyer causes to the seller in the course of contract performance, the seller is entitled to deduct such
monetary obligation from the prepayment, provided that such deduct is limited to the payment that the buyer is obligated to pay
to the sell, and notify the buyer to replenish the prepayment within 5 days from the date of deduction. If the buyer refuses to
replenish or fails to replenish prepayment in full within such term, the buyer shall bear liabilities for breach of contract to
the seller according to Article 6.1 hereunder.


 


6.3 If any party rescinds
the contract as stipulated hereunder, the seller shall return the paid prepayment after deducting liquidated damage due from the
buyer for breach of contract and unpaid payment for goods.


 


6.4 The time of deducting
such prepayment is: from January 2012 to November 2016, a payment of RMB [****]* (RMB [****]*) is deducted on average every month,
in December 2016 RMB [****]* (RMB [****]*) is deducted. After deduction, the buyer shall pay the insufficient part of payment for
the current month to the seller according to Article 1.2 hereunder.


 


* This portion of the Long Term Sales Contract
between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities
and Exchange Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


7. Obligation of Confidentiality:



 


7.1 Both buyer and seller
and their respective employees, agents or consultants shall have obligation of confidentiality to the content of this contract
(including but not limited to product model, specification, unit price, quantity, quality and settlement mode, etc); without consent
of the other party, neither party shall disclose the content to any third party.


 


7.2 The buyer shall
keep in strict confidentiality of seller’s current production capability, warehouse inventories, development plan as well
as seller’s other business secrets and product information to which the buyer has access in its operation.


 


8. Liabilities for
Breach of Contract: 


 


8.1 Liabilities for
breach: if the buyer is unable to pay the payment for goods in full in the final term hereunder, the buyer promises it would pay
liquidated damages of 1‰ of the due and unpaid payment to the seller for each day from the date of breach, and the maximum
liquidated damages shall not exceed 3 % of the due and unpaid payment. After the buyer has been notified by the seller for delayed
payment, if the payment is delayed for 30 days, the seller shall be entitled to choose from:


 


(1) Termination of the
contract. Besides the buyer’s obligation to pay liquidated damages to the seller according to foregoing article, the buyer
also needs to pay liquidated damages of RMB [****]* (RMB [****]*) to the seller.


 


(2) Temporary suspension
of the contract. Besides the buyer’s obligation to pay daily liquidated damages to the seller according to foregoing article,
the seller shall be entitled to suspend delivery of shipment until the buyer supplements all due and unpaid payment, and then the
seller may re-arrange following shipment period and shipment quantity.


 


8.2 If the seller delays
delivery, from the date of delayed delivery stipulated by Article 1.6 hereunder , the seller shall pay liquidated damages of 1‰
of the due and unpaid payment for each day to the buyer and the maximum liquidated damages mentioned above shall not exceed 3 %
of the payment for goods which should have been delivered but have not been delivered by the seller. If the seller delays delivery
for over 30 days and still fails to perform it, the buyer shall be entitled to notify the seller of termination of the contract,
meanwhile the seller shall bear liquidated damages of 3% value of the products for delayed delivery.


 


8.4 Quality breach:
if products of the seller fails to conform to requirements stipulated in the contract, the buyer shall be entitled to require the
seller to replace them with products satisfying requirements stipulated in the contract. The foregoing provisions shall be the
only relief for the buyer for un-qualified products and the sole responsibility the seller assumes for un-qualified products.


 


8.5 Liability for breach
of confidentiality: unless under the circumstances that disclosure is necessarily required by law or by authorized supervision
department or domestic and international securities supervision rules, if any party breaches the contract by disclosing content
of the contract, the other party may require the defaulting party to assume the liability for breach of no more than RMB [****]*;
if the buyer infringes on business secrets of the seller, the seller may require the buyer to assume general liabilities for breach
of confidentiality, and furthermore, to compensate for other economic losses incurred by the seller.


 


* This portion of the Long Term Sales Contract
between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities
and Exchange Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


8.6 Disclaimer: as permitted
by law, the seller has not made any other expressed or implied warranty for products or other content, and clearly states that
it has not made any legal, expressed or implied warranty, including warranty for marketability, special applicability and non-infringement
as well as all statements or warranties which come in the course of transaction or from trading practice.


 


8.7 Limitation of Liability:


 


8.7.1 As permitted by
law, notwithstanding any provision hereunder, under no circumstance shall the seller bear any liability to the buyer for any direct
or derivative loss or damage or any loss of profit or earning which is caused by or resulted from products or the seller’s
performance of or breach of the contract, no matter it is based on contract, tort (including malpractice), any warranty or other
provisions. As permitted by law, the relief clearly stipulated hereunder shall be the sole and exclusive relief for the buyer,
no matter the claim is based on contract, tort (including malpractice), any warranty or other provisions. As permitted by law,
notwithstanding any provision hereunder, total accumulated liabilities incurred by the seller relate to this contract shall not
exceed 3% of total value of goods involved in the breach of contract. The buyer admits and agrees that, the limited relief and
limitation of liability hereunder has been negotiated and is the fundamental article of the contract. If the relief and liability
were not limited, the contract consideration would be higher.


 


8.7.2 As permitted by
law, notwithstanding any provision hereunder, under no circumstance shall the buyer bear any liability to the seller for any direct
or derivative loss or damage or any loss of profit or earning which is caused by or resulted from the buyer’s performance
of or breach of the contract, no matter it is based on contract, tort (including malpractice), any warranty or other provisions.
As permitted by law, the relief clearly stipulated hereunder shall be the sole and exclusive relief for the seller, no matter the
claim is based on contract, tort (including malpractice or strict liability of compensation), or other provisions. As permitted
by law, notwithstanding any provision hereunder,, total accumulated liabilities incurred by the buyer related to the contract shall
not exceed RMB [****]* ([****]*).


 


9. No Commercial
Fraud: 


 


If the buyer or the
seller violates the principle of faireness and good will by provding false registration information, qualification, certification,
information to the other party or omitting facts from the other party so as to cheat the counterparty or final user, such party
shall assume liquidated damages of 20% of the contractual amount to the other party; this provision shall be without prejudice
to the liabilities for breach of contract assume by any party according to other articles.


 


* This portion of the Long Term Sales Contract
between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities
and Exchange Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


10. Force Majeure



 


10. 1 “Force majeure”
refers to occurrence of serious natural disaster (such as hurricane, floods, earthquake, fire disaster and explosion, etc), war,
revolt, unrest, and any other circumstance the affected party is unable to predict or has predicted but is unable to avoid or control.
If any force majeure prevents any party from the performance of any obligation hereunder, the performance period shall be extended
to cover the time period affected by force majeure. However, any obligation related to payment hereunder shall not be modified
due to force majeure.


 


10.2 After occurrence
of force majeure, the affected party shall immediately notify the other party about the occurred force majeure by fax or e-mail
and deliver a proper certificate to confirm force majeure within fourteen (14) days after the occurrence of this event.


 


10.3 If the effect of
force majeure continues for more than 30 days, both parties hereto shall meet promptly and negotiate for a solution to the issues
(including delivery, acceptance) caused by force majeure.


 


11. Dispute Settlement:



 


11.1 For anything unmentioned,
both parties hereto shall negotiate otherwise and sign a formal supplemental agreement in writing.


 


11.2 If any dispute
arises in the performance of the contract, both parties shall firstly settle such dispute through negotiation. If the parties fail
to reach an agreement through negotiation, the parties may submit the dispute to China International Economic and Trade Arbitration
Commission for arbitration according to arbitration rules it releases.The arbitration shall be held in Shanghai.


 


12. Effectiveness:



 


12.1 The buyer and the
seller confirm unanimously, representatives for executing the contract have been fully authorized by the parties, respectively.
The contract shall be effective after it is sealed by both parties and signed by authorized representatives and the seller receives
first prepayment from the buyer;


 


12.2 Each page hereof
shall be executed by authorized representatives or stamped with seal on the perforation of the unit;


 


12.3 Without an agreement
through negotiation by both parties hereto, neither party may unilaterally terminate or modify this contract;


 


13. Miscellaneous:



 


13.1 Both parties agree
that the seller shall be entitled to transfer part of its rights and obligations hereunder to its affiliates and the transferee
affiliates shall perform the delivery obligation above-mentioned. Appendix Three Affiliated Companies Cooperation Agreement
shall be referenced for details of such transfers. The list of affiliates hereunder are as follows:


 



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Contract No.: GP/CG210245


 


Jiangsu GCL Silicon
Materials Science & Technology Development Co., Ltd.


 


Address: No. 66, Yangshan
Road, Xuzhou Economic Development Zone, Jiangsu


 


13.1 The contract shall
be in 4 original copies, Party A and Party B shall hold 2 copies respectively and each copy shall have the same legal force.


 


	Buyer (seal):  /s/ China Sunergy 

(Nanjing) Co., Ltd.	 	Seller (seal): /s/ Jiangsu GCL Silicon 

Materials Science & Technology Development Co., Ltd.
	 	 	 
	Special seal of contract	 	Special seal of contract
	 	 	 
	Bank of deposit:	 	Bank of deposit:
	 	 	 
	Account No.	 	Account No.
	 	 	 
	Authorized signatory (signature):	 	Authorized signatory (signature):
	 	 	 
	Position:	 	Position:
	 	 	 
	Date: January 17, 2011	 	Date:


  



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Contract No.: GP/CG210245


 


“Appendix One
“Silicon Wafer Product Specification”


 


	Crystal Growth Method	 	 	DSS	 	 	 
	Conductivity Type/Dopant	 	 	P/Boron	 	 	ASTM M42
	Oxygen Concentration	 	 	≤1.0×1018atoms/cm3	 	 	ASTM F1188
	Carbon Concentration	 	 	≤8.0×1017atoms/cm3	 	 	ASTM F1391
	 Electrical properties	 	 	 	 	 	 
	Resistivity	 	 	1~3Ωcm	 	 	ASTM F43, ASTM F84
	Lifetime	 	 	≥2μs	 	 	ASTM F28
	 Geometry	 	 	 	 	 	 
	Width	 	 	156±0.5mm	 	 	 
	Rectangular angle	 	 	90±0.3°	 	 	 
	Diagonal	 	 	219.2±0.5mm	 	 	 
	Thickness	 	 	200±20μm	 	 	ASTM F533
	TTV	 	 	≤30μm	 	 	ASTM F533, F657
	Saw marks	 	 	≤20μm	 	 	 
	Edge/Chip	 	 	Edge width ≤0.3mm, length≤0.5mm, 2 pieces/wafer at most; disallowing “V-shaped” chip; not hidden crack.	 	 	 
	Warpage	 	 	≤50μm	 	 	ASTM F657
	Micrograin	 	 	Single micrograin size
    < 3×3mm2, the whole micrograin area < 3×3cm2	 	 	 
	Surface quality	 	 	No surface damage, no stain, no water spots, no hole on the surface, no chips and shortcorner, no cracks	 	 	 
	 Package & Labels	 	 	 	 	 	 
	Package	 	 	GCL standard package,100wafers/piece, 300pieces/bag, fragment rate in the transportation course
	Labels	 	 	Order No., batch No., quantity of silicon wafers, specification and size, etc


 



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Contract No.: GP/CG210245


 


Appendix Two: A-1


 


1.


Details of monthly supply quantity and price
in 2011


	2011	 	1	 	2	 	3	 	4	 	5	 	6	 	7	 	8	 	9	 	10	 	11	 	12	 	Subtotal
	Quantity of polycrystalline silicon wafers(in 10000 wafers)	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*
	Unit price of polycrystalline silicon wafers (RMB/wafer)	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*
	Amount (in RMB 10,000.00)	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*


Note: in case of market fluctuation, both
parties shall negotiate the prices according to provisions of the contract.


 


2.


Details of monthly supply quantity and
price in 2011


	2011	 	5	 	6	 	7	 	8	 	9	 	10	 	11	 	12	 	Subtotal
	Quantity
of mono-crystalline silicon wafers (in 10000 wafers)
	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*
	Unit price of mono-crystalline silicon wafers(RMB/wafer)	 	Specification and delivery price of products of mono-crystalline silicon wafers shall be determined before April 10, 2011	 	 


 


 


3.


Purchasing silicon wafer according to following
quantities and prices from 2011-2015


	Year	 	2011	 	2012	 	2013	 	2014	 	2015	 	2016	 	Total
	Supply quantity of polycrystalline silicon wafers (MW)	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*
	Quantity of polycrystalline silicon wafers (in 10000 wafers)	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*	 	[****]*


Calculation basis: the output power of
polycrystalline silicon wafer is 4 watt/wafer (this output power is only for the convenience of calculation and does not represent
any commitment from the seller):


 


* This portion of the Long Term Sales Contract between Sunergy
Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd. has been omitted and filed separately with the Securities and Exchange
Commission, pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.


 



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Contract No.: GP/CG210245


 


Appendix Three:



 


Affiliated Companies Cooperation Agreement


 


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


 


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


 


Party B: Suzhou GCL Photovoltaic Technology
Co., Ltd.


 


Address: No. 68, Kunlunshan Road, Hi-tech
Zone, Suzhou


 


Party C: Jiangsu GCL Silicon Materials
Science & Technology Development Co., Ltd.


 


Address: No. 66, Yangshan Road, Economic
Development Zone, Xuzhou, Jiangsu


 


Party D: Changzhou GCL Photovoltaic Technology
Co., Ltd.


 


Address: No. 1, Xinsi Road, Xinbei District,
Changzhou


 


Whereas:


 


(1) Party A and Party B have signed
Polycrystalline Silicon Wafers Sales Contract (hereinafter referred to as “Silicon Wafers Contract”, contract No.
is NPM111009), under which Party B provides Party A with a certain amount of solar–grade polycrystalline silicon wafers;


 


(2) Party C and Party D are affiliated
companies of Party B, specializing in research and development, production and sales of products of polycrystalline silicon wafers.


 


Party A, Party B, Party C and Party D conclude
following cooperation agreement through friendly negotiation:


 


1. Party B shall be
entitled to designate Party C and Party D to perform part of its rights and obligations under “Silicon Wafers Contract”
on behalf its behalf, Party C and Party D unconditionally accept the transfer of Party B and enjoy the transferred contractual
rights and assume corresponding obligations. 10 days before the term of its performance, Party B shall deliver a notice in writing
to Party Aregarding the above-mentioned designated act and assume all joint liabilities of warranty for its designation. Not matter
how supply obligations are designated, Party B shall constantly assume obligations of the contract for the performance, quality
assurance, notice, negotiation, etc and assume legal liabilities for breach, compensation, etc to Party A as the counter party.
The above-mentioned transfer is effective upon Party A’s receipt of transfer notice from Party B. The notice may be sent
by bill of lading, letter, express or e-mail.


 



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Contract No.: GP/CG210245


 


2. Party C and Party
D promise that, they have knowlledge and understand the content of “Silicon Wafers Contract” and all provisions
of its Appendixes, and agree to be bound by all provisions of “Silicon Wafers Contract” and its Appendixes.
Party C’s and Party D’s performance of obligations of “the seller” under “Silicon Wafers Contract”
to Party A hereunder shall be deemed Party B’s performance of its contractual obligations to Party A.


 


3. Each party agrees,
under “Silicon Wafers Contract”, Party C and Party D only enjoy rights and assume liabilities and obligations
in respect of the part transferred by Party B and performed by them according to provisions, Party A shall perform liabilities
and obligations under Silicon Wafers Contract to Party C and Party D in respect of the goods of transferred part according to provisions.
If Party A breaches the contract, Party B, as transferor of rights and obligations of “the seller” under “Silicon
Wafers Contract” and coordinator of goods supply, along with Party C and Party D shall be all entitled to claim liabilities
for breach of contract from Party A according to provisions of original contract.


 


4. Anything unmentioned
in the agreement may conclude by all parties through a supplemental agreement. In case of disputes, the parties shall settle such
disputes through friendly negotiation.


 


5. As appendix of “Silicon
Wafers Contract”, this agreement shall constitute a part of “Silicon Wafers Contract” and shall take effect
upon the date “Silicon Wafers Contract” takes effect.


 


6. The agreement shall
be in six original copies, each party shall hold two copies respectively and each copy shall have the same legal force.


 



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Contract No.: GP/CG210245


 


	Party A (seal): /s/ China Sunergy (Nanjing) Co., Ltd.	 	Party B (seal): /s/ Suzhou Changzhou GCL Photovoltaic Technology Co., Ltd.
	 	 	 
	Special seal of contract	 	Special seal of contract
	 	 	 
	Authorized signatory (seal):	 	Authorized signatory (seal):
	 	 	 
	Position:	 	Position:
	 	 	 
	Date: January 17, 2011	 	Date:
	 	 	 
	Party C (seal): /s/ Jiangsu GCL Silicon Materials Science & Technology Development Co., Ltd.	 	Party D (seal): /s/ Changzhou GCL Photovoltaic Technology Co., Ltd.
	 	 	 
	Special seal of contract	 	Special seal of contract
	 	 	 
	Authorized signatory (seal):	 	Authorized signatory (seal):
	 	 	 
	Position:	 	Position:
	 	 	 
	Date:	 	Date:


 








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