Exhibit
4.49





SALES  CONTRACT





No.
      : CG120080316Date: 08-6-3





The
Seller:China
Electric Equipment Group (HK) Ltd.


Address
:Unit 1107,
Tower 3, Enterprise Square One, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong
Kong


Tel:+852-2757
2206


Fax:+852-2243
2380





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


Add:
NO.123, FoCheng West Road, Jiangning Economic & Technical
Development Zone, Nanjing 211000, China


Tel:
+86-25-52766603


Fax:
+86-25-52766882


Contact
person: Sun Qiquan





This
contract is made out by and between the Buyer and the Seller, whereby the
Buyer agree to buy and the Seller agree to sell the under mentioned commodity
according to the terms and conditions stipulated below:





1.
Goods description:


Commodity
      Descriptions
                          Quantity
                          Unit
      price
                          Price
      term
                          Total
      AmountSolar
      Silicon Wafers
                            (125mm*125mm)
                          222,444
      pc
                          5.83$/pc
                            CIF Nanjing
                          T/T
      90 days
                          $1,296,848.52Total
      Value:   1,296,848.52
USD





2.
Technical Requirement & Quality Standard:


The
seller shall guarantee that the goods are conformity with technical
specifications as Annex 1,  otherwise the seller should change them
into eligible wafer or return the money of goods.





3. Terms of
Payment


The buyer
should make a payment in 90 days for the amount of the delivered goods by wire
transfer to the seller’s account. The buyer has the right to inspect goods at
anytime before shipment and payment.


The buyer
should receive following documents, Original AWB (B/L), commercial invoice and
packing list.





4.Shipment TermBY AIR





5.Delivery Date:  90
days after contract in force.


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6.    Port
of Shipment & Destination:


From Hong
Kong to Nanjing, China





7.
Packing:


To
be packed in plastic bubble box, then put into carton. (Standard for Exporting)
Cargo with wooden pallet suitable for long distance transportation and well
protected against dampness, moisture, shock, rust and rough handling. The seller
shall be liable for any damage to the goods on account of improper packing and
for any rust damage attributable to inadequate or improper protective measures
taken by the seller, and in such case or cases any all losses and/or expenses
incurred inconsequence thereof shall be borne by the seller.





8.Shipping
Mark:


The
Seller shall mark on the surface of each package with fadeless paint, the
package number, measurement, gross weight, net weight, the lifting positions,
such cautions as “DO NOT STACK UP SIDE DOWN”, “HANDLE WITH CARE”, “KEEP AWAY
FROM MOISTURE”.





9.Shipping
Advice:


The
Seller shall, immediately upon the completion of loading of the commodity,
notify by fax the Buyer of the Contract number, name of the goods, number of
packages, quantity, gross/net weight and dimension of each package, invoice
value and date of shipment etc.





10.
Insurance:


To be
effected by the Seller. The beneficiary of the insurance is the
Buyer.





11.Inspection and
Claim:


Claims
for quality or quantity should be filed by the Buyer with the Seller within 30
working days after arrival of the goods at buyer’s warehouse. Claims in respect
of matters within responsibility of insurance company or shipping company will
not be entertained by the Seller. The claims mentioned above shall be regarded
as being accepted if the seller fails to reply within 7 days after the seller
received the buyer’s claims.





12. Defaulting
Liabilities


12.1 If
the seller delays in making delivery (with the exception of delay due to Force
Majeure), If such delay exceeds the grace period, the seller shall pay
defaulting penalty to the buyer at 0.5% of the contract price per week of delay.
However, total of the defaulting penalty shall not exceed 5% of the contract
price.





12.2 If
the seller fails to deliver cargo 4 weeks after the grace period, the buyer
shall have the right to terminate this contract and request the seller to refund
all cargo amount already paid plus the interest (at the interest rate of the
bank during the same period of time) accrued during the period of time, but the
Seller shall not thereby be exempted from the payment of penalty.





13. Force
Majeure


13.1  “Force
Majeure”  means all events that can’t  be foreseen at the
time of the execution hereof, whose occurrence and consequence can’t be avoided
or conquered, and that take place after the effective date hereof  and
affects any party’s full or partial performance hereof, including earthquake,
typhoon, flood, fire, war as well as any other unforeseeable , unavoidable or
unconquerable event.





13.2   If
due to any force majeure event one party in unable to perform its contractual
liabilities, the affected party shall notify the other party within 7 days, and
shall present certificate issued by local industrial and commercial authorities,
specifying the nature and duration of the force majeure event. If the force
majeure event lasts for over 3 months, both parties shall have the right not to
continue to perform the liabilities hereunder, in this case neither party may
request the other party to bear the defaulting liabilities.


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14.
Applicable Law


The
agreement will apply to Chinese law.




15.
Lawsuit


15.1 All
disputes in connection with this contract or the execution therefore shall be
settled through friendly negotiations.





15.2  In
case no settlement can be reached through friendly negotiations, the case then
will be submitted to China Nanjing court. The cost shall be borne by the losing
party.





16.Terms of Duty
Integrity Assurance:


The
seller and other staff present directly or indirectly a gift of money,
valuables, securities and provide an unfair advantage by other covert means on
behalf of the company or person to the buyer, or the seller and other staff deal
with the buyer or the introduced person about the business similar to the
contract on behalf of the company or person. All of above will be deemed against
the interests of the buyer. The seller should compensate twice the buyer’s
losses caused by this situation. And the seller should afford the 20% of the
total contract amount for the default. (not exceed RMB 1,000,000)And the buyer
will reserve the right to ask for the legal liability of the
seller.





17. Terms of
Prohibition of commercial fraud


If the
seller provides the false registration information, the false certification of
quality and the false information to the buyer or conceal the truth to deceive
the buyer or the end-user, He or She should afford the 20% of the total contract
amount for the default. (not exceed RMB 1,000,000) This agreement should not
affect the duty of breach that the seller should afford according to other
terms.





18.
Remarks





18.1 This
Contract was written in both English and Chinese, which have equal validity. In
case there is any discrepancy between the passages in two languages, the Chinese
version shall govern. Attachments are an integral part of the Contract. This
Contract is made out in four originals, two originals to be held by each party
in witness thereof. Fax for this contract is same valid as
original.





18.2  The
contract enters into effect after the last party’s seal andsignature.Appendixes are an
integral parts hereof.





18.3  Modification
and supplementation hereof shall become effective  after being signed
and sealed between both parties(seller and buyer) in writing.





18.4
Neither party may, unless agreed upon in writing between both parties (seller
and buyer),  transfer right and liabilities to the third
party.





The
      Seller:China
      Electric Equipment Group
                (HK)
      Ltd.
              The
      Buyer:China
      Sunergy (Nanjing) Co.,
                Ltd.Signature/Seal:/Seal/
              Signature/Seal:/Seal/date
              date




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