China Sunergy (Nanjing) Co., Ltd	CSUN-RE-LE-0010


 


Exhibit 4.38


 


English Translation for Reference Only


 


CSUN Silicon
Wafers (Materials) Purchase Contract


 


Contract No.: NPM111125


 


Signature place: Jiangning District, Nanjing


 


	Seller: CEEG (Nanjing) Semiconductor Co., Ltd.	 	Buyer: China Sunergy (Nanjing) Co., Ltd.
	Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	 	Address: No.123, Focheng West Road, Jiangning Economic & Technological  Development Zone, Nanjing
	Contact person of Contract: Zhang Yang	 	Contact person of Contract: Liu Shijie
	Contact No.: 025-52095899	 	Contact No.: 025-52766603


 


On the principle of trustworthiness
and mutual benefit, through sufficient negotiation, both parties conclude following contract over the matter of silicon wafer (materials)
purchase on the basis of General Terms of CSUN Silicon Wafer (Materials) Purchase Contract recorded in Appendix One.


 


Special
terms


 


I. Order


 


1. Product name, specification model,
quantity, unit price, total price


 


	Order	Product name	Specification
 model	Unit	Quantity	Unit price	Total price	Notes
	1	Mono-crystalline silicon wafer	S156	Wafer	620,000	RMB 19.8/wafer	12,276,000.00	Inc. Tax
	 	Total in capital: Twelve million and two hundred and seventy six thousand yuan only (inc.17% VAT) in lower case: RMB 12,276,000.00


 


Notes:
In the term of performing contract, if the market price of silicon falls, both parties may re-decide price through negotiation
on the basis of market price. If negotiation doesn't work, the buyer may terminate the contract.


 


2.
Seller's Delivery Term, Delivery Place and Transportation Mode


 


2.1 Delivery Term: The seller provides
620 thousand wafers on July 15, 2011. If the seller is in short of supply, both parties may re-discuss undelivered quantity in
reference to market price.


 


2.2 Delivery Place: Seller's factory


 


2.3 Transportation Mode: Automobile
transportation


 


3. Buyer's Payment Mode and Payment
Time


 


After the contract takes effect, the
buyer shall remit payment for goods to designated account of the seller 7 days after receiving goods from the seller. 


 


II. Modification and Supplement of General
Terms


 


4. Modification


 


Through sufficient negotiation, both parties
modify General Terms hereof as follows:


 


4.1 Article 1.2 of General Terms
is modified as follows: The buyer is responsible for transportation, transportation fee and assurance fee. 


 



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		China Sunergy (Nanjing) Co., Ltd	CSUN-RE-LE-0010


 


5. Supplementary Provision


 


Through sufficient negotiation, both parties
supplement General Terms hereof as follows:


 


5.1 The buyer shall accept 1‰
Fch. franchise of unacceptable silicon wafers.


 


6. Effectiveness and Others


 


6.1 The contract shall be in 2 original
copies and shall take effect when both parties sign and seal it. The buyer and the seller shall hold one respectively.


 


6.2 The buyer and the seller shall deliver
original of contract text to each other within 3 working days after the contract is signed. The effect of facsimile shall be equivalent
to that of original.


 


6.3 The contract and its appendixes shall
be indispensable parts of this contract and have seal on the perforation when they are signed. Effectiveness of special terms hereunder
shall be preferential. If they aren't clearly stipulated, general terms shall be applicable to them.


 


6.4 For anything unmentioned in the contract,
both parties shall negotiate otherwise and sign a supplemental agreement. The supplemental agreement shall be an effective part
hereof and shall have the same legal force as this contract.


 


Appendix List:


 


Appendix One: General Terms of CSUN
Silicon Wafers(Materials) Purchase Contract


 


Appendix Two: Silicon Wafers(Materials)
Acceptance and Inspection Standard


 


	Buyer:	 	Seller:
	China Sunergy (Nanjing) Co., Ltd.	 	CEEG(Nanjing) Semiconductor Co., Ltd.
	/seal/ China Sunergy (Nanjing) Co., Ltd.	 	/seal/ CEEG(Nanjing) Semiconductor Co., Ltd.
	 	 	 
	 	 	 
	(Seal)	 	(Seal)
	 	 	 
	 	 	 
	(Signature of authorized representative)	 	(Signature of authorized representative)
	 	 	 
	Date of signature: July 15, 2011	 	Date of signature: YY/MM/DD


 



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		China Sunergy (Nanjing) Co., Ltd	CSUN-RE-LE-0010


 


Appendix One:


 


General
Terms of CSUN Silicon Wafers(Materials) Purchase Contract


 


Special Explanations


 


1. General Terms recorded in this appendix
shall be an important part of silicon materials (wafers) purchase contract of China Sunergy (Nanjing) Co., Ltd. Special terms in
details and revision, modification and supplement of General Terms shall be indicated in the contract signed by both parties. Unless
there are special provisions otherwise in the contract, the contract indicated in the appendix shall be the only basis defining
rights and obligations of both parties hereof;


 


2. The seller is well informed of the
meaning of every term indicated in General Terms indicated in the appendix, sufficiently understands and knows the meaning of every
term of and rights, obligations and responsibilities of every item of them.


 


3. Both parties hereof shall be in a
status of equal market principals, they shall both give sufficient negotiation in any content of General Terms and make modification
and supplement in the contract. Therefore, no understanding is given to the format article indicated in General Terms of this appendix
and unilaterally provided by China Sunergy (Nanjing) Co., Ltd., and no interpretation is given against China Sunergy (Nanjing)
Co., Ltd..


 


1. Goods Packing, Transportation, Insurance
and Risk Transfer


1.1 The
seller needs to provide goods packing according to the standard of product safety transportation requirements, and shall bear responsibility
of loss caused by improper packing.


1.2 The
seller shall be responsible for transporting goods to the factory of buyer in a reasonable mode, and assuming transportation fee,
insurance fee and risks of goods in transit.


1.3 The
ownership and risks of goods hereunder shall be transferred when the goods are delivered to designated place of the factory of
buyer.


 


2. Quality Standard, Quantity and Quality
Inspection, Objection and Treatment


2.1 Quality
standard shall confirm to production demand of the buyer, details of indicators and requirements, see Appendix Two: Silicon Wafers(Materials)
Acceptance and Inspection Standard


2.2 Preliminary
Acceptance: Within 10 days from the date goods arrive at the factory of buyer, the buyer shall finish quantity and appearance and
quality inspection and preliminary electrical performance test on the basis of standards stipulated by the contract.


2.3 Internal
Quality Inspection: The buyer shall finish internal quality inspection within 30 days from the date goods arrive at its factory.
The buyer shall take a random selection of 10% goods which have passed preliminary acceptance for preproduction. The buyer produces
Preproduction Report according to the result of preproduction; the report shall be conclusion of final inspection and acceptance
standard recognized by both parties.


2.4 If any
problem involved with quantity, appearance or internal quality is discovered, the buyer shall bring up objection within 30 days
from the date goods arrive at the factory. If no objection is brought up in above-mentioned period, it shall be deemed products
of the seller are acceptable.


2.5 If products
delivered by the seller don't confirm to provisions of the contract, both parties may negotiate price reduction; if negotiation
doesn't work, the seller shall be entitled to make following choice:


a. Returning
products and requiring the seller to return payment; or


b. Replacing
unacceptable products with acceptable products.


The
seller shall come to the buyer's factory to accept returned goods and return payment or replace goods within 3 days from the date
it receives a written notice of the buyer.


 



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		China Sunergy (Nanjing) Co., Ltd	CSUN-RE-LE-0010


 


3. Tax Invoice


The seller is responsible for
providing the buyer with VAT invoice in full of 17% tax rate within 10 days after delivery. If the seller doesn't provide VAT invoice
within 30 days after delivery, which causes losses of the buyer, the seller shall assume the responsibility of damage and compensation
for resulting losses.


 


4. Liability for Breach of Contract
and Contract Termination


4.1
Delay breach: When one party delays performance of delivery (including delay with return and replacement), return of payment or
payment obligation, it shall pay liquidated damages for delay to the other party at 0.05% value of unperformed part every day.


4.2
Fundamental breach: If the seller delays delivery (including delay with return and replacement), and still doesn't perform it after
7 days, it shall be deemed that it can't perform delivery and the buyer shall be entitled to notify the seller of dissolving the
contract (or unperformed part of the contract). The seller shall return the payment sent or the payment for untimely delivery of
goods to the buyer within 3 days from the date it receives a notice of contract dissolution in writing from the buyer and pay liquidated
damages at 20% value of undelivered goods of the contract.


 


5.
Contract Transfer and Contract Confidentiality


5.1
Without a written approval of the other party, neither party hereof may transfer all or part of rights or obligations hereunder.


5.2
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. In case of violation, the breaching party shall assume liability for damage and compensation
for all direct losses and indirect losses caused to the other party hereby.


 


6.
Force Majeure


If one party or both parties
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 local notarial institution
within 15 days. If force majeure occurs within the period of delay performance of contract obligations, the affected party must
not take force majeure as reason for removing or alleviating its liability for breach. The term of objections and notice (excluding
notice of force majeure event) hereunder shall be postponed due to the reason of force majeure. If the duration time of force majeure
exceeds 60 days or during the period of force majeure the market price fluctuates over±5%, both parties shall be entitled
to re-discuss the price or give a written notice of contract dissolution.


 


7. Applicable Laws and Dispute Solution


7.1 The
contract shall be concluded, interpreted and performed on the basis of laws of the People's Republic of China.


7.2 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 buyer 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.


 


8. Miscellaneous


8.1 No Commercial
Bribery and Non-competition: Either party and its staff must not provide improper interests directly, indirectly or by any other
disguised method in the name of any person, or engage with staff (including any third person introduced) of the other party in
transaction similar to the contract in any mode. In case of violation, it shall be deemed as infringement on the interests of the
other party, and the breaching party shall assume liquidated damages at 20% total amount of the contract (the total shall not exceed
RMB 1 million).If above-mentioned liquidated damages are not sufficient for compensating for direct or indirect losses caused to
the other party hereby, the breaching party also shall assume corresponding liability for damage. The buyer's information of reports
against corruption Monitoring Committee of China Sunergy (Nanjing) Co., Ltd., fax: 025-52766726. Email: JC@chinasunregy.com.


 



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8.2 No Commercial
FraudIf 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).


 


8.3
Above-mentioned provision on the quota of liquidated damages in the article doesn't affect the liability for breach the breaching
party shall assume according to other articles.


 


8.4 Mode
of Notice: All notices and objections hereunder shall be sent by 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.


 


Blank
below


 



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		Silicon Wafers (Materials) Acceptance and Inspection Standard
	 	Q/CSUN.J07.002V1.3


 


Silicon
Wafers(Materials) Acceptance and Inspection Standard


 


1.
Aim: Regulating inspection process of silicon wafers of China Sunergy (Nanjing) Co., Ltd., guaranteeing and sustainably improving
product quality.


2.
Scope: Used for incoming inspection process of China Sunergy (Nanjing) Co., Ltd..


3.
Responsibility: The quality center is responsible for the work of incoming inspection of silicon wafers in strict compliance
with this standard.


4.
Content


4.1
Metal impurity and carbon and oxygen content standard if silicon wafers, see Table 1.


Table
1 Metal impurity concentration and carbon and oxygen content in silicon wafers


	Impurity categories	 	Impurity content of
 basic total metal (Fe,
 Cr, Ni, Cu), ppba	 	Impurity content of
 apparent total metal
 (Fe,Zn, Na), ppba	 	Oxygen

(atoms/cm3)	 	Carbon

(atoms/cm3)
	
        Impurity content

        (Mono-crystalline N-type)
	 	≤50	 	≤70	 	≤9×1017	 	≤5×1016
	
        Impurity content

        (Mono-crystalline P-type)
	 	≤50	 	≤70	 	≤9×1017	 	≤5×1016
	
        Impurity content

        (Polycrystalline P-type)
	 	≤50	 	≤70	 	≤3×1017	 	≤5×1017


 


4.2
Inspection Method of Silicon Water:


	Inspection item	Inspection level	AQL  %
	Conductive type	II	1
	Resistivity	1
	Thickness	1
	TTV	1
	BOW	1
	Appearance	Indents	1
	Chips	1
	Saw marks	1
	Stress	1
	Cracks	1
	Else	1


 



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		Silicon Wafers (Materials) Acceptance and Inspection Standard
	 	Q/CSUN.J07.002V1.3


 


4.2
P-type mono-crystalline silicon wafer inspection standard, see Table 2


Table
2 P-type mono-crystalline silicon wafer inspection standard


	Inspection item	 	Acceptable standard	 	Inspection method	 	Explanations
	Conductive type	 	P-type	 	Cold-heat probe testing instrument	 	 
	Resistivity(Ω·cm)	 	1-3/3-6	 	Four-point probe testing instrument	 	 
	Heterogeneous degree  of radial resistivity	 	RRV <25%	 	Four-point probe testing instrument	 	 
	Square size (mm)	 	
        125±0.5

        156±0.5
	 	Digital Calipers	 	 
	Diagonal line (mm)	 	
        150±1/165±1

        200±1/205±1
	 	Digital Calipers	 	 
	Circular arc length (mm)	 	
        27.77-32.20/10.40-14.11

        19.93-23.80/14.43-18.16
	 	Mould	 	 
	Square wafer angle	 	90°±0.3°	 	Angle rule	 	 
	Thickness (um)	 	200±20	 	Digital micrometer or wafer inspection machine of silicon wafers	 	
        1. The average thickness of silicon wafers
        is 200 micrometers

        2. All thickness in the surface of silicon
        wafers shall be within the stipulated scope and the thinnest shall not be less than 180 micrometers;

        3. The thickness of silicon wafers of the
        same batch shall be shown in normal distribution, namely, the mean value of measuring data shall be within the scope of stipulated
        thickness.

	Heterogeneous degree  of thickness	 	TTV≤30	 	Digital micrometer	 	Under the condition that apparent thickness of silicon wafer is guaranteed, five-point (central point and four points 6mm away from surrounding rims) test is conducted in the surface of silicon wafer to get TTV by conversion.
	Dislocation density (piece/cm2)	 	< 1000	 	Guarantee of supplier	 	 
	Lifetime of effective current carrier	 	> 1.35us, and > 1.4us accounting for above 90%	 	WT-1000 minority carrier lifetime tester	 	 


 



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		Silicon Wafers (Materials) Acceptance and Inspection Standard
	 	Q/CSUN.J07.002V1.3


 


	Body minority carrier lifetime	 	> 15us	 	SINTON minority carrier lifetime tester	 	Post-diffusion  test
	Photoinduced attenuation	 	LID≤3%	 	Preproduction process validation	 	 
	Loudness of the center of silicon wafer (black-center wafer)	 	Percentage <0.05%	 	Preproduction process validation	 	 
	BOW (um)	 	≤40	 	Filler gauge	 	 
	Saw marks	 	No noticeable saw marks	 	Handheld roughness tester	 	Allowable shear mark depth≤10um
	Indents	 	No indents	 	Visual contact	 	The surface of silicon wafer is smooth and has no silicon falling.
	Perforating	 	No perforating	 	Visual contact	 	 
	Contamination	 	No contamination	 	Visual contact	 	Visible greasy dirt, silica powder, cleaning agent, drop marks are prohibited.
	Chips	 	No chips	 	Visual contact	 	 
	Stress	 	No stress	 	Feel	 	When silicon wafer is lightly shaken in the hand, it can't give out noise.
	Twin crystal	 	No twin crystal	 	Visual contact	 	Seen from appearance, there are two and more crystals.
	Scratches	 	No scratches	 	Visual contact	 	Only if there are obviously visual scratches from foreign matters in the surface of silicon wafers, they are unacceptable regardless of their lengths and sizes.
	Unground oxidation film	 	No unground oxidation film	 	Visual contact	 	 
	Nicks	 	No nicks	 	Visual contact	 	 
	Shortcorners	 	No shortcorners	 	Visual contact	 	 
	Fissures /subfissures	 	No fissures /subfissures	 	Visual contact	 	 
	Eccentricity	 	Eccentricity degree <0.5mm	 	Mould	 	 


 



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