Exhibit
4.51
 Sales
Contract
  Contract
      No.: CG120080107Signing
      Place: Jiangning District, NanjingSigning
      Date: April 7,
2008




The
      Buyer: CEEG (Shanghai) Solar Science & Technology Co.,
      Ltd.
                
                The
      Seller: China Sunergy (Nanjing) Co., Ltd.Add.:
      No. V-25A, Western Science & Technology Park, Songjiang Industrial
      Park, Shanghai
                
                Add.:
      No. 123, West Focheng Road, Jiangning Economy and Technology Development
      Zone, NanjingTel.:
      021-57850711
                
                Tel.:
      025-52766603Fax:
      021-57850700
                
                Fax:
      025-52766882
 Through
friendly consultation between both parties and in accordance with the Contract Law of the People’s
Republic of China, the parties hereto agree to enter into the following
contractual terms in connection with the sales of the following goods for mutual
observance and performance:
 
 1. Product
name, specification, type, quantity and amount:
 1.1 The Seller provides the Buyer with
268,374
monocrystalline 125 silicon wafers and 56,733
monocrystalline 126 silicon wafers; the circumstances include cutting mark,
stain, edge-breaking, notch, unfilled corner, excessive length and width,
excessive diagonal, excessive thickness, excessive TTV, scuffing, perforation,
arcualia, excessive RRV, oxide film not ground, eccentricity and twin-crystal;
the specific delivery quantity of each specification shall be subject to the
written notice of the Seller; the price is RMB47/wafer (tax
included).
 
 2. Quality
standard
 Appearance and electric performance:
Conductive type: P (doped element of boron); crystal orientation:
<100>±3o;
resistivity: 0.5~1, 1~3 and 3~6 Ω.cm; square
size:125±0.5 mm and 126 ±0.5 mm; arc length: 27.5~30.80 mm; thickness:
200 ±20 μm,
220±25 μm;square wafer angle: 90±0.5°.
  Electronics
properties: working lift >10 μs; carbon
content<5×1016and
oxygen content<1×1018.
 
 3. Terms and
time of payment:
 3.1 The Buyer shall wire all payment
for goods to the account designated by the Seller within two working days upon
receipt of the shipping order from the Seller.
 3.2 The Seller shall be responsible for
providing the Buyer with full-amount invoice of the 17% value-added tax within
ten days upon delivery of goods.
 
 4. Packing,
transportation and insurance of goods:
 4.1 Packing shall meet the
transportation requirements of the solar-grade monocrystalline
silicon wafers. Any loss arising from improper packing shall be borne by
the Seller.
 4.2 The Buyer shall be responsible for
transportation and cover freight and insurance premium.
  
 
 5. Term and
place of delivery
 5.1 Time of delivery: Installment is
permitted. The Seller shall fulfill the obligation of delivery within two
working days upon payment by the Buyer. The Buyer shall completely fulfill the
obligation of delivery prior to June 1, 2008.
 5.2 Place of delivery: Both parties
agree that the place of delivery shall be the Seller’s factory
 
 6. Quality
inspection and objection
 In case
of any quality defect, the Buyer shall complete appearance inspection and raise
objection in accordance with standards stipulated hereunder within seven days
after the arrival of the goods at the Buyer’s warehouse, and complete quality
inspection and raise objection within thirty days. The Seller shall reply within
seven days upon receipt of written notice on quantity and quality objection.
Where the Seller fails to reply within seven days, it shall be deemed that the
Buyer’s objection has been accepted by the Seller.
 
 7. Reasonable
Consumption Standard and Calculation
 It shall
be subject to the actual quantity delivered at the Seller’s
location.
 
 8. Liabilities
for breach
 8.1  Within
the quality inspection period, if the type, specifications and technology
parameters of the products delivered by the Seller do not conform to that is
agreed herein, the Buyer shall be entitled to payment refund, replacing of
quality 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 to consent to the Buyer’s
disposal opinion.
 8.2 If
the Seller delays the delivery, the Seller shall pay to the Buyer a default
penalty of 0.5‰ of the total value of the delayed goods per day.
 8.3 If
the Buyer delays the payment, the Buyer shall pay to the Seller a default
penalty of 0.5‰ of the delayed payment per day
 
 9. Transfer
 Neither
party shall transfer all or part of the rights and obligations hereunder without
written approval of the other party.
 
 10. Confidentiality
 The
parties hereto and their employees, agents, representatives and counsel shall
treat the terms and conditions under this Contract and any its supplementary
agreements as business secrets and shall not disclose the information to any
third party unless upon consent of the other party. Otherwise, the defaulting
party shall compensate as much as twice of the direct or indirect losses of the
other party.
 
 11. Force
majeure
 If any
party is unable to perform the contract due to any force majeure event, the
affected party shall notify the other party 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 events and could
partially or wholly exempt from the liability in the light of the impact caused
by force majeure. Where an event of force majeure occurs after the party’s delay
in performance, the defaulting party shall not be exempted from its
liabilities
  
 
 12. Integrity
Assurance
 12.1 It
shall be viewed as damage to the Buyer’s interest if the Seller 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 otherwise
forms to any employee of the Buyer, or if the Seller and its staff conduct
carries out a transaction similar to this Contract, in the name of the company
or an individual, with any employee of the Buyer or any third person introduced
by such employee. The Seller shall compensate as much as twice of the direct or
indirect losses incurred by the Buyer by such reason, and shall be liable
for the liquidated damages as of 20% of the amount of this Contract per breach
(up to RMB 1,000,000).
 12.2 The
integrity report method for the Buyer: Attorney Xu Changming 13851647666, changmin.xu@chinasunergy.com.
 
 13. Prohibiting
commercial fraud
 If the
Seller breaches the principle of honesty by providing to the Buyer false
registration materials,  false certificates of qualification or false
information, or by hiding the truth to deceive the Buyer or the end user, it
shall be liable for the liquidated damages as 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 Seller according to other provisions
hereunder.
 
 14. Dispute
resolution
 Any and
all disputes arising from validity, performance and interpretation and so on of
the 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 Seller 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.
 
 15. Effective
and miscellaneous
 The
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.
 The
Contract is in duplicate, with each party holding one counterpart respectively.
The two counterparts shall have the same legal effect. The parties hereto shall
send the original contract text to each other within three working days as of
the date hereof. The fax copy shall have the same effect as the
original.
 Any
matters not covered in this Contract shall be mutually negotiated by both
parties and be set forth in the supplementary agreements, which shall have the
same legal effect as the Contract.
 
 The
      Buyer: CEEG (Shanghai) Solar Science &Technology
      Co., Ltd. /Seal/
                
                The
      Seller: China Sunergy (Nanjing) Co., Ltd.
                  /Seal/Contact
      person:
                
                Contact
      person:Date:
      April 7, 2008
                
                Date:
      April 7, 2008