Exhibit 4.43


English Translation for Reference Only


 


Share Transfer Agreement of China Sunergy
(Shanghai) Co., Ltd


 


This Share Transfer Agreement (this “Agreement”)
is made and entered into on March 26, 2014


 


BY AND AMONG:


 


China Sunergy (Nanjing) Co., Ltd. (“CSUN”)


Address: 123 Focheng West Road, Jiangning
Economic and Technical Development Zone, Nanjing


Legal representative: Lu Tingxiu


 


China Sunergy (Hong Kong) Co., Ltd.
(“CSUN HK”)


Address: FLAT/RM 1105 11/F LIPPO CENTRE
TOWER 189 QUEENSWAY ADMIRALTY HK


Legal representative: Lu Tingxiu


 


(The above two parties are hereinafter
referred to as the “Transferors” collectively)


 


China Electric Equipment Group Co.,
Ltd. (“CEEG”, the “Transferee”)


Address: 6 Shuige Road, Jiangning Economic
and Technical Development Zone, Nanjing


Legal representative: Lu Tingxiu 


 


The parties in the above are
hereinafter referred to as a “Party” individually and the “Parties” collectively.)


 


WHEREAS: 


 


		1.	China Sunergy (Shanghai) Co.,
                                         Ltd. (the “Company”) is a Sino-foreign limited liability company duly
                                         established by the Transferors and validly existing under the PRC Laws, the detailed
                                         information of which is set forth in Appendix 1 hereto.



 


		2.	The Transferors are shareholders
                                         of the Company and holds 100% shares of the Company jointly.



 


		3.	The Transferors unanimously agree
                                         to transfer to the Transferee and the Transferee agrees to acquire from the Transferors
                                         100% shares held by the Transferors in the Company on the terms and conditions set forth
                                         in this Agreement.



 


NOW THEREFORE, on the basis of equality
and mutual benefit and in good faith, the Parties agree as follows through full consultations:


 


Article 1     Definitions
and Interpretations


 


		1.1	Definitions Unless otherwise
                                         specified herein, the following terms shall have the meanings ascribed them below:



 




    	1



    	 



    

 


	PRC or
    China	 	means the People’s Republic of China, for
    the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and
    Taiwan
	 	 	 
	PRC Laws	 	means laws, regulations, judicial interpretations and administrative
    rules officially promulgated by the Chinese legislative authorities at each level and other competent authorities.
	 	 	 
	Agreement	 	means this Share Transfer Agreement.
	 	 	 
	Assets Appraisal Report	 	means No.[2013] 09 Assets Appraisal Report issued by CANWIN
    Asserts Appraisal Ltd Shanghai branch.
	 	 	 
	Benchmark Date of Assets Appraisal	 	means date June 30, 2013. as used in the Appraisal Report issued
    by canwin Assets Appraisal Ltd shanghai branch as Benchmark Date of Assets Appraisal
	 	 	 
	Business	 	means the business conducted and to be conducted by the Company
    on or prior to and after the date of the Share Transfer pursuant to this Agreement. 
	 	 	 
	Encumbrances	 	means mortgage, pledge, lien or other
    third party’s interests or other rights or claims that may be exercised or filed by third parties. 
	 	 	 
	Share Transfer	 	means the transfer by the Transferors to the Transferee and
    the acquisition by the Transferee from the Transferors of the 100% shares held by the Transferors in the Company on the terms
    and conditions set forth in this Agreement.
	 	 	 
	Approval Authority	 	means the original examination and approval authority at the
    time of establishment of the Company.
	 	 	 
	AIC	 	means Shanghai Administration of Industry and Commerce
	 	 	 
	RMB	 	means the legal currency of the PRC.
	 	 	 
	Conditions Precedent	 	means the conditions precedent to the Second Batch Price payment
    as specified in Article 4 hereof. 
	 	 	 
	Land	 	means the land plot No.V-25C in Songjiang District of Shanghai
    Municipality the land use right of which belongs to the Company. 


 




    	2



    	 



    

 


	Social Insurance	 	means the pension, medical insurance, work-related
    insurance, unemployment insurance and maternity insurance prescribed by the PRC Laws.
	 	 	 
	Leased Properties	 	means all the properties leased by the Company currently, including
    plants, offices, employee dormitories and cafeteria.
	 	 	 
	Working Day	 	means a day other than Saturday, Sunday or holidays prescribed
    by the PRC Laws.


 


		1.2	Interpretations



 


In this Agreement,
unless the context otherwise requires:


 


		(a)	References to articles, sections,
                                         subsections, appendices, recitals or preambles are to articles, sections, subsections,
                                         appendices, recitals or preambles of or to this Agreement; articles, sections, subsections,
                                         appendices, exhibits, recitals or preambles constitute part of this Agreement;



 


		(b)	The table of contents and headings
                                         in this Agreement are for convenience only and shall not affect the meaning and interpretation
                                         of this Agreement;



 


		(c)	The words “include”,
                                         “includes” and “including” shall be deemed to be followed by
                                         the phrase “without limitation”;



 


		(d)	The words “hereof”,
                                         “herein”, “hereby” and “hereunder” and words of similar
                                         import, when used in this Agreement, shall refer to this Agreement as a whole and not
                                         to any particular provision of this Agreement;



 


		(e)	Terms defined herein, when used
                                         in any certificates or other documents made or delivered in accordance with this Agreement,
                                         shall have the meanings ascribed to them, unless otherwise specified therein;



 


		(f)	Any Law defined or referred to
                                         herein or in any agreement or instrument that is referred to herein shall mean such Law
                                         or statute as from time to time amended, modified or supplemented, including by succession
                                         of comparable successor statutes;



 


		(g)	References to a person shall also
                                         include its permitted successors or assigns; and



 


		(h)	The use of “or” is
                                         not intended to be exclusive unless expressly indicated otherwise.



 


		1.3	The Appendices form part of this Agreement
                                         and shall have the same force and effect as if expressly set out in the body of this
                                         Agreement and any reference to this Agreement shall include the Appendices.



 




    	3



    	 



    

 


Article 2     Share
Transfer


 


		2.1	Subject to the terms and conditions
                                         of this Agreement, the Transferors agree to transfer to the Transferee and the Transferee
                                         agrees to accept from the Transferors on the date of this Agreement the entire shares
                                         of the Company, together with all the rights, title and interests attaching thereto as
                                         at the date hereof (the “Shares”).



 


		2.2	The Transferors hereby acknowledge and
                                         warrant that the Shares are free from any Encumbrances, and that the Transferee will
                                         obtain all the entire powers and rights attached to the Shares after it fully pays the
                                         Second Batch Price Price (as defined below) on the terms and conditions of this Agreement.



 


Article 3     Share
Transfer Purchase Price and Payment


 


		3.1	The Parties have determined that the
                                         share transfer price is RMB 231,200,000 (the “Share Transfer Price”).
                                         The amount payable to CSUN is RMB 173,400,000 and the amount payable to CSUN HK is RMB
                                         57,800,000 (according to the foreign exchange rate of USD against RMB=1: 6.1325 on November
                                         30, 2013) (“CSUN HK paid-up amount”).



The Parties hereby agree that,
as the consideration for the company to waive the payables of CSUN to the company, namely, RMB 151,566,211.82 in total, CSUN hereby
agrees to exempt the payment obligation of share transfer price of the Transferee within the abovementioned payables limit. Based
on the abovementioned waiver and exemption, the share transfer price which shall be paid by the Transferee to CSUN actually is
RMB 21,833,788.18 (RMB Twenty-one Million Eight Hundred and Thirty-three Thousand and Seven Hundred and Eighty-eight Point Eighteen)
(CSUN paid-up amount and CSUN HK paid-up amount are collectively called “paid-up amount”). The Parties agree that
the paid-up amount will be paid by RMB and USD to CSUN and CSUN HK respectively.


 


		3.2	The Transferor and Transferee agree
                                         that the paid-up amount shall be paid according to the followings:



 


		(a)	The Transferee shall pay the Transferors
                                         30% of their paid-up amount respectively within one (1) month from the date the Agreement
                                         is signed, and the total amount is RMB 23,890,136.45 (RMB Twenty-three Million Eight
                                         Hundred and Ninety Thousand and One Hundred and Thirty-six Point Forty-five) (“First
                                         Batch Price”).



 


		(b)	Upon the satisfaction or waiver
                                         by the Transferee of all the Conditions Precedent specified in Article 4 hereof, the
                                         CSUN representing the Transferors shall deliver to the Transferee originals or certified
                                         true copies of letters, certificates, documents and other written materials proving the
                                         satisfaction of such Conditions Precedent. The Transferee shall, within three (3) Working
                                         Days of its receipt of such documents and materials, issue a written response to CSUN,
                                         confirming the satisfaction of the Conditions Precedent or explaining in details the
                                         reasons that it believes the non-satisfaction of the Conditions Precedent. On the second
                                         day of the date when it confirms in writing the satisfaction of the Conditions Precedent
                                         or on the second day of the expiry date of the aforesaid three-day period in case the
                                         Transferee fails to respond within such period (the “Second Batch Price Payment
                                         Date”), the Transferee shall pay 40% of their paid-up amount to the Transferors
                                         respectively and the total amount is RMB 31,853,515.27 (RMB Thirty-one Million Eight
                                         Hundred and Fifty-three Thousand and Five Hundred and Fifteen Point Twenty-seven) (“Second
                                         Batch Price”). The Parties agree that this amount shall be paid within two
                                         (2) months the execution of the Agreement the latest.



 




    	4



    	 



    

 


		(c)	On the date of the completion
                                         of the change of registration with the AIC and the obtainment of the new business license
                                         from the AIC (“Price Pay-off Date”), the Transferee shall pay the
                                         remaining of their paid-up amount to the Transferors respectively and the total amount
                                         is RMB 23,890,136.45 (RMB Twenty-three Million Eight Hundred and Ninety Thousand and
                                         One Hundred and Thirty-six Point Forty-five). The Parties agree that this amount shall
                                         be paid within three (3) months the execution of the Agreement the latest.



 


		3.3	The Transferors shall deliver all the
                                         seals and stamps and other relevant certificates and licenses held by the Company to
                                         the Transferee upon the payment of the Second Batch Price.



 


		3.4	If the Conditions Precedent specified
                                         in Article 4 hereof have not been satisfied or waived within 120 days of the execution
                                         of this agreement, then by a prior written notice, the Transferee may:



 


		(a)	terminate this Agreement without
                                         bearing any liability; or



 


		(b)	make payment according to the
                                         adjusted paid-up amount, if the Transferors and the Transferee agree to adjust the amount
                                         of the Share Transfer Price



 


Article 4     Conditions
Precedent to the Second Batch Price Payment


 


		4.1	The payment by the Transferee to the
                                         Transferors of the Second Batch Price shall be conditioned upon the satisfaction of the
                                         following conditions, unless all or parts of such conditions are waived by the Transferee
                                         in writing:



 


		(a)	The approval for changes in shares
                                         of foreign-invested enterprises has been issued by the Approval Authority with respect
                                         to the Share Transfer;



 


		(b)	No material adverse changes occur
                                         to the financial condition, operation, assets, creditor’s rights, liabilities,
                                         revenue, prospect or other aspects of the Company, and no material changes occur in the
                                         ordinary course of business of the Company from the Benchmark Date of Assets Appraisal
                                         Report to the Second Batch Price Payment Date.



 


		(c)	The Company or the Transferors
                                         has performed its obligation to notify the relevant lending banks or has obtained the
                                         consent of the relevant lending banks with respect to the Share Transfer, if such notice
                                         or consent is required in the loan agreement;



 


		(d)	Each director of the Company has
                                         executed a resignation to confirm his/her waiver of all his/her rights and to state that
                                         he/she will not make and has not made any claims against the Company in the capacity
                                         of director or for other reasons; for the avoidance of doubt, the resignation will become
                                         effective upon the application of the registration of the Share Transfer with the AIC;



 




    	5



    	 



    

 


		(e)	The authorized signatory of all
                                         the bank accounts of the Company has been changed into the person designated by the Transferee
                                         in writing;



 


		(f)	Each representation and warranty
                                         made by the Transferors under this Agreement are true, correct, accurate and not-misleading
                                         in all material aspects as at the Second Batch Price Payment Date;



 


		(g)	The Transferors have performed
                                         and complied with each covenant, undertaking and obligations this Agreement requires
                                         them to perform and comply with on or prior to the Second Batch Price Payment Date;



 


		(h)	CSUN HK or the Transferee has
                                         obtained the tax payment opinion (if necessary) from the relevant tax authority and completed
                                         relevant foreign exchange approval formalities with respect to overseas payment of the
                                         paid-up amount of CSUN HK (if necessary);



 


		4.2	For the avoidance of doubt, if no waive
                                         is made by Transferee, in order to prove the satisfaction of the Conditions Precedent
                                         specified herein, the Transferors shall submit a written confirmation to the Transferee,
                                         stating that (1) the representations and warranties specified in Article 6 hereof and
                                         Appendix 2 hereto are true, accurate and complete in all aspects as of the Second Batch
                                         Price Payment Date; (2) the undertakings and obligations contained herein have been complied
                                         with by the Transferors in all aspects during the period from the date hereof to the
                                         Second Batch Price Payment Date; and (3) no event or circumstance which have had or will
                                         have an material adverse effect has occurred during the period from the Benchmark Date
                                         of Assets Appraisal Report to the Second Batch Price Payment Date.



 


Article 5     First
Batch Price Post Obligations


 


		5.1	Following the First Batch Price Payment
                                         Date, the Transferors shall and shall promote the Company to, as soon as possible, prepare
                                         such documents and materials and go through such formalities as are necessary for handling
                                         change registration with the AIC, and shall file an application for registering the change
                                         in the Company to the AIC.



 


		5.2	Following the Price Pay-off Date, the
                                         Transferors shall, at the request of the Transferee and the Company, assist the Company
                                         to go through the formalities of change registration of relevant certificates and licenses
                                         necessary for the operation of the Company.



 


Article 6     Representations
and Warranties


 


		6.1	Each Party hereby represents and warrants
                                         to the other Parties, that:



 


		(a)	it has full power and authority
                                         (including necessary government approvals and internal approvals) to execute and perform
                                         this Agreement;



 




    	6



    	 



    

 


		(b)	the execution, delivery and performance
                                         of this Agreement to which it is a party will not violate in any way its business license,
                                         certificate of incorporation, articles of association, or any applicable laws, authorizations
                                         or approvals, or any provisions of any contractual arrangements to which it is a party
                                         or is otherwise bound;



 


		(c)	its representative has been fully
                                         authorized to sign this Agreement on its behalf;



 


		(d)	no lawsuit, arbitration or other
                                         legal or government proceedings undisclosed is subsisting or pending, or to the best
                                         of such Party’s knowledge, threatened in writing or affecting the performance of
                                         its obligations hereunder; and



 


		(e)	it shall execute all documents
                                         and take all actions necessary to effect the Share Transfer.



 


		6.2	In addition to the representations and
                                         warranties made jointly and severally under Appendix 2 hereto, each of the Transferors
                                         further represents and warrants jointly and severally to the Transferee that:



 


		(a)	it is the sole legal owner of
                                         the entire Shares held by it;



 


		(b)	the Shares are free and clear
                                         of any Encumbrance, preemptive right, right of first refusal or other third party option
                                         or other right;



 


		(c)	no event or circumstance which
                                         has or is likely to have a material
                                         adverse effect subsist as at the date of this Agreement and the Second Batch Price Payment
                                         Date;



 


		(d)	all information, documents, materials
                                         relating to the operation of the Company, including without limitation contingent liabilities,
                                         have been provided to the Transferee or the Transferee’s agent without any concealment
                                         or material omission.



 


		6.3	Each of the Transferors hereby undertakes
                                         to notify and procure the Company to notify the Transferee upon becoming aware of any
                                         event which may cause any of the representations and warranties to be incorrect, misleading
                                         or breached or which may have an adverse effect on the assets or liabilities of the Company,
                                         and, until the Price Pay-off Date, to keep the Transferee updated on a continuous basis
                                         for any information which may be helpful to correct, complete, supplement or renew the
                                         provided information in relation to any matters disclosed in this Agreement and the Appendices
                                         attached hereto.



 


		6.4	Each of the representations and warranties
                                         shall be construed as a separate and independent representation and warranty and shall
                                         not be limited or restricted by the terms of any other representations and warranties.



 


		6.5	The Transferee explicitly commits that,
                                         from the Price Paid-off Date, it will not engage any competitive businesses same as or
                                         similar to those of China Sunergy Co., Ltd. and its subsidiary/holding company by taking
                                         advantage of any assets of the company or owned by the Transferee.



 




    	7



    	 



    

 


Article 7     Indemnification


 


		7.1	The Transferors hereby agree to jointly
                                         and severally compensate for the losses suffered by the Transferee arising directly in
                                         connection with or from:



 


		(a)	the breach of any representation
                                         and warranty made by them herein within the valid term of the representations and warranties;



 


		(b)	the breach of any undertaking
                                         or obligations contained herein.



 


		7.2	If the Transferee is aware of any circumstance
                                         specified herein under which it may suffer losses, it shall notify the Transferors immediately
                                         and reasonably, provide the Transferors with an opportunity to fully defend itself and
                                         mitigate the losses, and the Transferors shall fully cooperate with the Transferee to
                                         minimize the possible losses by legal and effective means. With respect to disputes,
                                         controversies, lawsuits, actions and proceedings relating to the losses, the Transferee
                                         shall not waive or omit the exercise of any of its rights in any forms against third
                                         parties without the prior written consent of the Transferors. The Transferors are not
                                         required to be liable for the magnification of losses resulting from the omission by
                                         the Party suffering losses of exercise of its rights or of waiver of its rights. Where
                                         the Transferor is remiss of cooperation, thereby the losses are not effectively recovered,
                                         the Transferor shall jointly assume the losses suffered by the Transferee.



 


		7.3	The provisions of Article 7 hereto shall
                                         not preclude any other rights available to the Transferee under this Agreement or applicable
                                         laws or the Transferee’s right to seek any other remedies.



 


Article 8   Termination


 


		8.1	This Agreement may be terminated
                                         under any of the following circumstances:



 


		8.1.1	by the parties by agreement;



 


		8.1.2	by the parties pursuant to
                                         Article 3.4 hereof;



 


		8.1.3	by the Transferors if the
                                         Transferee fails to pay the Second Batch within thirty (30) days of the date when all
                                         the Conditions Precedent specified in Article 4 hereof are satisfied or deemed to be
                                         satisfied or waived, unless the Parties unanimously agree in writing to extend the time
                                         limit for payment of the Second Batch Price; or



 


		8.1.4	by the Transferors (in case
                                         of breach by the Transferee) or the Transferee (in case of breach by the Transferors)
                                         if the Transferee or the Transferors materially breach the representations and warranties
                                         or its other obligations hereunder, which have material adverse effects, and the Transferee
                                         or the Transferors fail to remedy such breach to the satisfaction of the Transferors
                                         (in case of breach by the Transferee) or the Transferee (in case of breach by the Transferors)
                                         within thirty (30) days of its receipt a relevant written notice.



 




    	8



    	 



    

 


		8.2	Upon the termination of this Agreement,
                                         if the Transferee has paid part or whole of the paid-up amount to the Transferors, such
                                         Share Transfer Price shall be returned to the Transferee pursuant to this Agreement,
                                         provided however that the Transferee has committed a breach of this Agreement; if the
                                         AIC has registered the Shares under the name of the Transferee, the Company and the Transferee
                                         shall apply to the Approval Authority for approval of share change, and after such approval
                                         of the Approval authority for share change is issued, the formalities of change registration
                                         with the AIC shall be gone through immediately to re-register the Shares under the name
                                         of the Transferors .



 


		8.3	If the provisions of this Article
                                         8 are terminated, this Agreement other than Articles 9 and 13 shall become invalid. Unless
                                         otherwise agreed by the Parties, the termination of this Agreement shall not hinder the
                                         exercise and performance of the rights and obligations of the Parties accrued prior to
                                         such termination.



 


Article 9  Confidentiality


 


		9.1	The Parties shall use all their reasonable
                                         efforts to keep, and shall ensure that their respective affiliates and senior officers,
                                         employees, agents, banks, accountants, legal advisors and other relevant personnel will
                                         keep the following information (the “Confidential Information”) confidential:



 


		9.1.1	All information relating
                                         to the Share Transfer, including without limitation this Agreement and the progress of
                                         the Share Transfer;



 


		9.1.2	Any information (in oral
                                         or in writing or in other forms) for which any Party has taken protective measures, or
                                         which has been designated to be of confidential nature, or the ownership of which belongs
                                         to any Party; and



 


		9.1.3	Relevant information on the
                                         other Parties that a Party may receive as a result of its participating in the Share
                                         Transfer.



 


		9.2	No Party may disclose the Confidential
                                         Information to any third party without the prior written consent of the other Parties.



 


		9.3	The Confidential Information shall
                                         not include the following information:



 


		9.3.1	which is or becomes available
                                         to the public through no breach of the confidentiality obligation; and



 


		9.3.2	which is development independently
                                         or received legally without breaching the confidentiality obligation.



 


		9.4	If a Party is required to disclose
                                         the Confidential Information by the applicable laws or by binding judgments, orders or
                                         demands of competent courts, any governmental authorities, agencies or regulatory authorities
                                         or any other authorities having jurisdiction, such Party shall not be deemed to have
                                         breached the confidentiality obligation specified in this article, provided that such
                                         Party shall give a prior written notice to the other Parties and shall consult with the
                                         other Parties for the purpose of avoiding or mitigating the losses of the other Parties
                                         due to such disclosure.



 




    	9



    	 



    

 


Article 10     Amendment
and Waiver


 


		10.1	Any amendment to this Agreement
                                         shall become effective after it is signed by the Parties in writing and approved by the
                                         Approval Authority.



 


		10.2	Any waiver of the provisions hereof
                                         and rights and obligations shall become effective after it is signed by the waiving Party
                                         in writing and on the date when it is approved by the Approval Authority if such approval
                                         of the Approval Authority is required.



 


Article 11     Assignment


 


		11.1	No Party may assign or transfer
                                         any of its rights or obligations hereunder and any attempted transfer or assignment shall
                                         be null and void.



 


Article 12     Expenses


 


		12.1	Each Party shall bear its own expenses
                                         incurred in connection with the preparation, negotiation, consultation and execution
                                         of this Agreement and all related matters, including without limitation legal service
                                         fee, financial audit fee, organizational structure change cost, and expense of negotiation,
                                         consultation and execution of this Agreement. The detailed provisions are as follows:



 


		12.1.1	The Transferee shall bear
                                         the legal fee and financial audit fee paid by the Transferee relating to the Share Transfer;



 


		12.1.2	Unless otherwise specified
                                         herein, each Party shall bear all the stamp duty, income tax and any other taxes on net
                                         profits arising from the execution, delivery and performance of this Agreement, in each
                                         case, payable by it.



 


Article 13     Governing
Law and Dispute Resolution


 


		13.1	The validity, interpretation, performance
                                         of and resolution of disputes in connection with this Agreement shall be governed by
                                         the PRC Laws.



 


		13.2	Any dispute or claim arising from
                                         or in connection with this Agreement or any matter relating to the breach, termination
                                         or invalidity of this Agreement (including disputes over the validity of this Agreement
                                         or this article) shall be resolved by the Parties through friendly consultation.



 


		13.3	If the Parties fail to resolve a
                                         dispute through consultation and mediation within thirty (30) days of the issuance by
                                         a Party to the other Parties of a notice confirming the occurrence of the dispute, such
                                         dispute shall be submitted to Shanghai International Arbitration Center (“Arbitration
                                         Center”) for arbitration in Shanghai in accordance with its arbitration rules.



 




    	10



    	 



    

 


		13.4	Arbitration pursuant to this Article
                                         13 shall be conducted by an arbitration panel consisting of three (3) arbitrators, one
                                         of whom shall be appointed by the Transferors jointly, one shall be appointed by the
                                         Transferee, where the Transferors fail to appoint an arbitrator within fifteen (15) days,
                                         the Arbitration Center shall appoint an arbitrator for the Transferors. The chief arbitrator
                                         shall be elected in accordance with the arbitration rules then in force. The arbitration
                                         shall be conducted in Chinese.



 


		13.5	The arbitral award shall be binding
                                         upon the Parties and the Parties agree to be bound by and comply with the arbitral award.
                                         The court or other judicial authorities having jurisdiction over the Party against with
                                         the arbitral award is rendered or the assets of such Party may enforce the arbitral award.
                                         Unless otherwise specified in the arbitral award, the arbitration expense and the enforcement
                                         fee of the arbitral award shall be borne by the losing Party.



 


Article 14     Notices


 


		14.1	All notices, demands, requests, waivers,
                                         consents, approvals or other communications (the “Notices” collectively)
                                         shall be in writing with a copy kept by the delivering Party, shall be signed by the
                                         legal or authorized representative of the delivering Party, and shall be delivered to
                                         the following addresses or facsimile numbers or such other addresses or facsimile numbers
                                         as may be notified:



 


To: China Electric Equipment
Group Co., Ltd.


 


Address: 6 Shuige Road, Jiangning
Economic and Technical Development Zone, Nanjing


Facsimile:


Attn:


 


To: China Sunergy (Hong
Kong) Co., Ltd.


 


Address: FLAT/RM 1105 11/F
LIPPO CENTRE TOWER 189 QUEENSWAY ADMIRALTY HK


Facsimile:


Attn:


 


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


 


Address: 123 Focheng West Road,
Jiangning Economic and Technical Development Zone, Nanjing


Facsimile:


Attn:


 




    	11



    	 



    

 


		14.2	Any notice given by any Party shall
                                         be correctly addressed. Unless otherwise specified herein, a notice may be sent by hand
                                         delivery, airmail, facsimile or recognized courier service. If a notice is sent by hand
                                         delivery or recognized courier service, it shall be deemed to be served even if the addressee
                                         refuses to sign in. Any notice correctly addressed shall be deemed to have been duly
                                         served under the following circumstances:



 


		14.2.1	at the time it is sent to
                                         the mailing address of the addressee and signed in by or on behalf of the addressee (with
                                         the exception of the addressee refuses to sign in)if by hand delivery (including by recognized
                                         courier service);



 


		14.2.2	seven (7) Working Days after
                                         the date of posting if by airmail;



 


		14.2.3	at the time the transmission
                                         confirmation report is received if by facsimile.



 


		14.3	Any Party may change each item of
                                         its contact information specified herein, provided that a formal notice shall be given
                                         to the other Parties. The new contact information stated in the foregoing notice shall
                                         become effective on the date specified below:



 


		14.3.1	an effectiveness date specified
                                         in the notice; or



 


		14.3.2	ten (10) days after the
                                         giving of the notice if no effectiveness date is specified therein or the effectiveness
                                         date specified in the notice is less than ten (10) days from the date of giving thereof.



 


Article 15     Signing
and Effectiveness


 


		15.1	This Agreement shall take effect
                                         after it is executed by the representative representatives of the Parties and approved
                                         by the Approval Authority.



 


Article 16     Miscellaneous


 


		16.1	This Agreement shall be binding
                                         upon the successors of the Parties. The successors of the Parties shall be entitled to
                                         the rights, interests, obligations and liabilities of the Parties hereunder.



 


		16.2	No failure to exercise or delay
                                         in exercising any right or remedy hereunder by any Party shall be deemed as a waiver
                                         thereof, nor any single or partial exercise of any right or remedy hereunder shall hinder
                                         the further exercise or other exercise thereof or the exercise of other rights or remedies.
                                         The rights and remedies specified herein shall be in addition to other rights or remedies
                                         available under the applicable laws, unless otherwise specified by the applicable laws
                                         or unless the Parties have provided restrictions on such rights and remedies.



 




    	12



    	 



    

 


		16.3	This Agreement will supersede and
                                         preclude all agreements and arrangements among the Parties (or by any Party) with respect
                                         to any matter hereunder, and such agreements and arrangements, if any, shall become invalid
                                         on the date of signature of this Agreement.



 


		16.4	If any provision of this Agreement
                                         is deemed (or becomes) illegal, invalid or unenforceable in any aspect, the validity
                                         and enforceability of the other provisions hereof shall not be affected or impaired.



 


Article 17     Headings


 


		17.1	Headings of articles are inserted
                                         for convenience of reference and shall not affect the meaning and interpretation of any
                                         provision of this Agreement.



 


Article 18     Entire
Agreement and Language


 


		18.1	This Agreement and the Appendices
                                         hereto shall constitute the entire agreement of the Parties with respect to the subject
                                         matter hereof.



 


		18.2	This Agreement shall be executed
                                         in Chinese.



 


The Parties have caused their respective
authorized representatives to execute this Agreement as of the date first written above.


 




    	13



    	 



    

 


(Signature page)


 


This Agreement is signed on the date addressed
on the first page of this Agreement


 


Transferors:


 


China Sunergy (Nanjing) Co., Ltd.


 


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


 


Name: Lu Tingxiu      /s/ Lu Tingxiu


 


Title:


 


China Sunergy (Hong Kong) Co., Ltd.


 


/s/ China Sunergy (Hong Kong) Co.,
Ltd.


 


Name: Lu Tingxiu      /s/ Lu Tingxiu


 


Title:


 


Transferee: 


 


China Electric Equipment Group Co.,
Ltd.


 


/s/ China Electric Equipment Group
Co., Ltd.


 


Name: Lu Tingxiu      /s/ Lu Tingxiu


 


Title:


 




    	14