Exhibit
4.64


English Translation of
Chinese Language Document





Sales
Contract





Contract
      No.: CG120090274/CSMI090606The Seller: China
      Sunergy (Nanjing) Co., Ltd.
                        Signing
      Place: NanjingThe Buyer: CEEG
      (Nanjing) Semiconductor Material Co.,
      Ltd.
                        Signing
      Date: 2009.07.23





Through
amicable consultation and in accordance with theContractLaw of the People’s Republic of China, the
parties hereof agreed to enter into the following contractual terms for mutual
compliance and performance.





1.
Product name, specification, type, quantity and price are as
follows:


The
Seller shall sell to the Buyer 20 tons of solar grade polycrystalline silicon
materials in June 2009.  From July 2009 to December 2009, the Seller
shall sell to the Buyer 35 tons of solar grade polycrystalline silicon materials
each month.  The supply price of such silicon materials supplied
in June 2009 is RMB 480 Yuan/KG (The actual supply price is to be
negotiated by the parties each month before delivery.  The market price is
to be provided by the Buyer according to the actual average supply price of
other independent third party main suppliers). The total contract price is
about RMB 100 million.





2. Terms
and time of payment


2.1 After
the effectiveness of this contract, the Buyer will charge the amount of this
contract against the payment for the monocrystalline silicon wafers under the
contract numbered CG120070273 entered into by and between the parties
hereof.


2.2 The
Seller shall be responsible for providing the Buyer with full-amount
invoices of 17% value-added tax (VAT) within five days after delivery of
goods. If the Seller fails to provide the VAT invoices within thirty days or the
Buyer suffers tax losses due to the Seller’s fault, the losses shall be borne by
the Seller.





3.
Packing, transportation and insurance of goods


3.1
Packing shall meet the transportation requirements of the solar gradepolycrystalline silicon
materials. Any losses arising from improper packing shall be borne by the
Seller.


3.2 The
Seller shall be responsible for transportation and cover the freight and
insurance premium.





4. Term
and place of delivery


4.1 Term
of delivery: The Seller shall sell to the Buyer 20 tons of solar grade
polycrystalline silicon materials in June 2009.  From July 2009 to
December 2009, the Seller shall sell to the Buyer 35 tons of solar grade
polycrystalline silicon materials each month.  The actual quantity of
delivery shall be subject to the written delivery notice provided by the
Seller.


4.2 Place
of delivery: Both parties agree that the place of delivery shall be the Buyer’s
factory.





5.
Quantity and quality inspection and objection


In case
of any quantity problem or quality defect, the Buyer shall complete
inspection in accordance with the standards stipulated hereunder and claim
within 30 days after the arrival of the goods at the Buyer’s warehouse. The
Seller shall reply within seven days upon receipt of such written notice on
quantity or quality objection. If the Seller fails to reply within seven days,
it shall be deemed that the Buyer’s quantity or quality objection has been
accepted by the Seller.





6.
Liabilities for breach


6.1  Within
the quality inspection period, if the type, specifications and technology
parameters of the products delivered by the Seller do not conform to this
contract, the Buyer shall be entitled to choose payment refund, replacing of
qualified goods or price reduction according to the specific situation of the
products. The Seller shall reply within three days after receiving the Buyer’s
written disposal opinion, otherwise it shall be deemed as having consented to
the Buyer’s disposal opinion.


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6.2 If
the Seller delays the delivery, the Seller shall pay to the Buyer a default
penalty of 0.05% of the total value of the delayed goods per day.  If
the Buyer delays the payment, the Buyer shall pay to the Seller a default
penalty of 0.05% of the total value of the delayed payment per day.





7.
Transfer of Contractual Rights and Obligations


Neither
party may transfer all or part of the rights and obligations hereunder without
written consent of the other party.





8.
Confidentiality


The
parties hereto and their respective employees, agents, representatives and
counsels shall treat the terms and conditions under this contract and any of its
supplementary agreements as business secrets and shall not disclose the
information to any third party without consent of the other party. Otherwise,
the defaulting party shall compensate as much as twice of the direct or indirect
losses to the other party.





9. Force
majeure


If any
party fails to perform the contract due to any force majeure event, the affected
party shall notify the other party in writing within seven days upon the
occurrence of such event, and shall present written evidence issued by the
relevant authority within fifteen days upon the end of such event. The
affected party could be partially or wholly exempted from the liabilities in the
light of the impact caused by such force majeure event. Where an event of force
majeure occurs after the party’s delay in performance, the defaulting party
shall not be exempted from its liabilities.





10.
Integrity Assurance


10.1 It
shall be deemed as damage to the other party’s interest if any party and its
staff directly or indirectly give, in the name of the company or an individual,
a gift of money, valuables, securities or provide an improper interest in other
forms to any employee of the other party, or if any party and its staff carries
out a transaction similar to this contract, in the name of the company or an
individual, with any employee of the other party or any third person introduced
by such employee. The damaging party shall compensate as much as twice of the
direct or indirect losses incurred by the damaged party for such reason, and
shall be liable for the liquidated damages of 20% of the amount of this contract
per breach (up to RMB 1,000,000).


10.2 The
integrity report method: Supervision Report Mailbox: JC@Chinasunergy.com,
Report Phone Number: 86-25-5276 6726





11.
Prohibition of commercial fraud


If any
party hereof breaches the principle of honesty by providing to the other party
false registration materials,  false certificates of qualification or
false information, or by hiding the truth to deceive the other party or the end
user, it shall be liable for the liquidated damages of 20% of the amount of this
contract (up to RMB 1,000,000). This Article shall not preclude the liabilities
of breach undertaken by the parties according to other provisions
hereunder.





12.
Dispute resolution


Any and
all disputes arising from the validity, performance or interpretation of
this contract shall first be resolved by the parties through amicable
consultation. In case no settlement can been reached through consultation, the
disputes shall be governed by the people’s court of first instance with
jurisdiction where the Buyer is located.  All related fees paid for
litigation (including attorney fees, travel fees, evidence collection fees,
notarization fees and litigation fees, etc) shall be borne by the losing
party.


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13.
Effective and miscellaneous


13.1
This contract shall take effect upon signature and seal by both parties.
The printed text of the content hereof shall prevail. In case of any
modification, the parties hereto shall confirm the modified text by signature
and seal. In case the contract text covers more than one page, seal on the
perforation shall be affixed to such pages.  This contract and the
contract numbered CG120090273 entered into by the parties hereof shall be
the premises of each other.


13.2
This contract is in duplicate, with each party holding one counterpart
respectively. The two counterparts shall have the same legal effect. The parties
hereof shall send the original contract to each other within three working days
of the date hereof. The fax copy shall have the same effect as the
original.


13.3 Any
matters not covered in this contract shall be negotiated by both parties and set
forth in the supplementary agreements, which shall have the same legal effect as
this contract.





The
      Seller: China Sunergy (Nanjing) Co., Ltd. /s/
              The
      Buyer: CEEG (Nanjing) Semiconductor
                Material
      Co., Ltd. /s/Contact:
              Contact:Date:
              Date:




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Supplementary
Contract





Contract
      No.: CG120090428The
      Seller: China
      Sunergy (Nanjing) Co., Ltd.
                  Signing
      Place: NanjingThe
      Buyer: CEEG
      (Nanjing) Semiconductor Material Co., Ltd.
                  Signing
      Date: 2009.11.20





Through
friendly negotiation between the Seller and the Buyer, the following amendments
and supplementations are hereby made to the original contract (no. CG120090274)
between both parties:





1. The
Seller shall sell 18 tons of polycyrstalline materials to the Buyer in
November 2009, the reference price of which shall be RMB 430/KG (including
taxes).


2. From
December 2009 to June 2010, the Seller shall sell an average of 35 tons of
polycyrstalline materials to the Buyer in each month. The actual quantity and
price shall be negotiated on a monthly basis. The actual quantity of delivery
shall be subject to the goods received by the Buyer.


3. Other
provisions shall be carried out in accordance with the original
contract.


4. No
action shall be taken by the Buyer against the Seller for its default liability
resulting from its delayed delivery prior to the date of this
contract.


5. This
contract shall become effective upon signature and sealing of both parties. This
agreement is made in duplicate, each for one party. Each copy shall have the
same legal force. Both the Seller and the Buyer shall send the original contract
to each other within three working days from the date of this
contract.





The
      Seller: China Sunergy (Nanjing) Co., Ltd. /s/
              The
      Buyer: CEEG (Nanjing) Semiconductor
                Material
      Co., Ltd. /s/Contact:
              Contact:Date:
              Date:




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