Exhibit
4.61





Equity
Transfer Agreement




with
respect to China Sunergy (Shanghai) Co., Ltd.




Between




China
Electric Equipment Group Corporation




And




China
Sunergy (Hong Kong) Co., Ltd.




The
Agreement is entered into by the parties in Shanghai on September 1,
2008:




1. 
The Transferor: China Electric Equipment Group Corporation (hereinafter referred
to as the “Transferor”), a company established and existing under the laws of
the People’s Republic of China,




2. The
Transferee: China Sunergy (Hongkong) Co., Ltd., (hereinafter referred to as the
“Transferee”), a company established and existing under the laws of Hong Kong
Special Administrative Region of the People’s Republic of China
(“China”).




(collectively
referred to as the parties or individually as one party)




Brief
Introduction




3. Brief
introduction of the Transferor




1) Name:
China Electric Equipment Group Corporation




2)
Address: 88, Shengtai Road, Jiangning Economic and Technological Development
Zone, Nanjing




3) Legal
representative: Lu Tingxiu




4. Brief
introduction of the Transferee




1) Name:
China Sunergy (Hongkong) Co., Ltd.




2)
Address: 12th Floor,
Ruttonjee House 11, Duddel St Central, Hong Kong




3) Legal
representative: Lu Tingxiu




Recitals


1. China
Sunergy (Shanghai) Co., Ltd. (hereinafter referred to as the “Company”) is a
Sino-foreign joint venture enterprise established under pertinent laws of the
People’s Republic of China. The legal address of the Company is Plot No. V-25B,
Western Science and Technology Park of Songjiang Industrial Zone, Shanghai. The
Company was established on November 1, 2007,
with a registered capital of USD 29.8 million, and the
current paid-in capital is USD 5.969019 million. Now the Transferor holds 5% of
shares of the Company.







2. Due to
the business strategic adjustment of China Sunergy (Shanghai) Co., Ltd., the
Transferor and Transferee agree to transfer 5% of equity of the Company held by
the Transferor to the Transferee. In case that the Agreement is approved by the
examination and approval authority to take effect under the law, the Equity
Transfer Agreement comes into effect as of the date of execution (hereinafter
referred to as the “Effective Date of Equity Transfer”).




3. Upon
transfer of the equity, all the claims and debts of the Company occurred before
the equity transfer remain to be borne by the Company. Employees employed by the
Company before the equity transfer will continue to be employed by the Company
after the equity transfer.




Article 1
Equity Transfer




1 In
accordance with the terms and conditions herein, the Transferor will transfer
its 5% of equity in the Company to the Transferee at the consideration of USD
299,019.96, and
the Transferee will fulfill the capital contribution obligation
unfulfilled.




2. The
Transferor and Transferee jointly express mutual trust and cooperation, and will
cooperate with the Company in processing formalities necessary for examination
and approval of the equity transfer and the registration.




Article 2
Profit Distribution and Risk Sharing




The
parties hereto agree upon effectiveness of the Agreement under the
law:




1. The
Transferee will exercise rights and fulfill obligations as the shareholder of
the Company pursuant to Company’s Articles of Association, including but not
limited to sharing profits and risks; and




2. The
Transferor will not be entitled to any right, interest and obligation as the
shareholder of the Company pursuant Company’s Articles of
Association.





Article 3
Subsequent Actions





Upon
execution of the Transfer Agreement by the Parties hereto:




A. The
Board of the Company shall adopt relevant resolutions to approve modifications
of the Articles of Association;




B. The
parties hereto shall submit the Agreement, Modifications of the Articles of
Association and Resolutions of the Board of the Company to the examination and
approval authority for approval;




C. The
parties shall fulfill their obligations to ensure that the Transferee becomes
the shareholder of the Company under the law, including but not limited to
obtaining new approval certificate from the examination and approval authority
and processing change of industrial and commercial registration.




Article 4
Liability for Breach of Contract




In case
of breach of contract by any party, it shall be settled in accordance with
provisions of theContract Law
of the People’s Republic of China.




Article 5
Governing Laws and Settlement of Disputes




1. The
Transfer Agreement is legally binding on each party, and is governed by
pertinent laws of the People’s Republic of China and interpreted by laws of the
People’s Republic of China.




2. In
case of any dispute on the Agreement, the parties hereto shall settle it through
friendly consultations. If no settlement is reached by negotiation, the disputes
shall be submitted to Jiangsu Nanjing Intermediate Court for
adjudication.




Article 6
Effectiveness and Termination and Miscellaneous




1. The
Agreement shall be approved by the examination and approval authority after
signed by authorized representatives of the parties hereto.




2. Any
modification or supplement to the Agreement, which shall be set forth in a
written agreement signed by the parties, comes into effect and becomes legally
binding only after approved by the examination and approval authority in
China.




l
            In
      case of inability of one party to fulfill obligations hereunder due to the
      force majeure, upon the consensus and application for approval from
      relevant examination and approval authority, the parties may terminate the
      Agreement..








3. Terms
herein constitute the whole agreement of the parties with respect to the equity
transfer.




4. The
Agreement is prepared in Chinese in six duplicate copies, with each party
holding one, the Company holding two and the examination and approval authority
holding two.




In
witness whereof, the Transferor and Transferee authorize their respective
representatives to sign the Agreement on the date written above.




Transferor:
China Electric Equipment Group Corporation /Seal/




Signature:
/s/Lu Tingxiu




Name:
/s/Lu Tingxiu




Title:
Legal representative







Transferee:
China Sunergy (Hongkong) Co., Ltd. /Seal/




Signature:
/s/Lu Tingxiu




Name:
/s/Lu Tingxiu




Title:
Legal representative