Exhibit
4.76




English Translation of
Chinese Language Document





Form
of Sales Contract





Contract
No.: Column
A







Signing
Place: Jiangning District, Nanjing


Signing
Date: Column
B





The
      Seller: China Sunergy (Nanjing) Co., Ltd.
                  
                  The
      Buyer: CEEG (Shanghai) Solar Science &Technology Co.,
      Ltd.Address:
      No. 123, West Focheng Road, Economy and
                    Technology
      Development Zone, Jiangning, Nanjing
                  
                  Address:
      No. 68 West Gangde Road, Songjiang
                    District,
      ShanghaiContact
      person: Jianhua Zou
                  
                  Contact
      person: Qiang TaoTel.:
      025-52766701
                  
                  Tel.:
      021-57850711Fax:
      025-52766767
                  
                  Fax:
      021-57850374





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 regarding
purchase of the following goods for mutual compliance and
performance:




1.
            Goods
      summary




Column C




2.
            Time
      and terms of payment


After the
effectiveness of this contract, the Seller shall deliver to the Buyer the solar
cells in installments with the quantity, specifications and types provided in
this contract.  The Buyer shall remit the advance payment which
accounts for 50% of total price of cells of each shipment into the account
designated by the Seller within three days before the delivery of each shipment
and then pick up the goods. As for the remaining 50% of each payment for goods,
the Seller allows the Buyer to accumulate such amount to the credit facility of
RMB 20 million granted to the Buyer (the credit facility of RMB 20 million is
agreed in the contract numbered XS120080200).


A/C No.
of Jiangning Sub-branch of China Merchants Bank: 078002380175610001





3.
            Packing
      requirements: The goods shall be packed in carton boxes suitable for
      highway transportation so as to meet requirements for long-distance and
      long-time transportation.





4.
            Place
      and term of delivery


4.1 Place
of delivery: the Seller’s location.


4.2 The
Buyer shall be responsible for the transportation and the corresponding
insurance of the goods.  If the Buyer requires the Seller to handle
the transportation affairs for it, it shall bear the costs and risks of the
transportation and shall buy insurance by itself.


4.3
Delivery in installments allowed.  The Buyer shall remit the payment
which accounts for 50% of such goods into the account designated by the Seller
based on the actual delivery quantity and amount within three working days
(three days for XS120090383) upon receiving the delivery notice marked with the
specific power list issued by the Seller.


1


4.4 The Seller shall deliver all the
goods of such shipment within 7 days upon receiving such 50%
payment.


4.5 The Seller shall provide VAT
invoices to the Buyer within 10 days after each delivery.





5.
            Quality
      requirements and technical
standards:


See Appendix I for the standard cells
hereunder (shipment and transportation terms in Article 5.4 thereof are
inapplicable).  Appendix I shall not apply to the off-specification
cells hereunder.





6.
            Quantity
      and quality objection: The Buyer shall complete quantity and quality
      inspection in accordance with the standard prescribed hereunder within
      seven days after picking up the goods. Any quantity and quality claims
      shall be issued by the Buyer in writing within three days of detection,
      and shall be inspected by a third party agreed upon by both parties, if
      necessary.  If the Buyer fails to raise a claim within ten days
      after picking up the goods, the Seller’s products shall be deemed as
      qualified.





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


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).


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





11.
            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.




2


12.
            Effective
      and miscellaneous


12.1 The
contract shall take effect upon signature by both parties or seal by the special
authorized agents. In case the contract text covers more than one page, seal on
the perforation shall be affixed to such pages.


12.2 The
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.


12.3 Any
matters not mentioned herein shall be mutually negotiated between both parties
and set forth in the supplemental agreements, which shall have the same legal
effect as the contract.





The
      Seller: China Sunergy (Nanjing) Co., Ltd.
              
              The
      Buyer: CEEG (Shanghai) Solar Science &Technology Co.,
      Ltd.Signature/seal:
      /s/
              
              Signature/seal:
      /s/Date:
              
              Date:




3




Column A
                        Column B
                        Column C1
                        XS120090140
                        2009-04-07
                        See
      Table
      12
                        XS120090170
                        2009-04-24
                        See
      Table
      23
                        XS120090225
                        2009-06-02
                        See
      Table
      34
                        XS120090283
                        2009-07-02
                        See
      Table
      45
                        XS120090340
                        2009-08-06
                        See
      Table
      56
                        XS120090383
                        2009-08-31
                        See
      Table
      6




Table 1


Subject
              Specification
      and parameter
              Quantity
      (MW)
              Unit
      price (RMB/W)
              Amount
      (RMB)solar
      cells,
                standard
              Average
      conversion
                efficiency
      ≥16.50%
              2
      MW
              11.5
              Around 23,000,000Total
      amount (in words): Around RMB twenty-three millionRemark:
      the price includes 17% valued-added tax
(VAT).




As
supplemented by the supplementary contract numbered XS120090140-1 dated April 9,
2009:




With the
total quantity as specified in the original contract unchanged, the parties
re-negotiate the price as below:


Subject
              Scope
      of conversion efficiency
              Unit
      price (RMB/W)Monocrystalline
      125 cells A, A2, A3
              ≥16.00%
              11.5Monocrystalline
      125 cells A, A2, A3
              13.50%-14.50%
              10.5Polycrystalline
      156 cells A, A2, A3
              ≥14.00%
              12Monocrystalline
      156 cells A, A2, A3
              ≥16.00%
              12.5





Table 2


Subject
                                                Specification
                                                Specification
      and
                                                  parameter
                                                Quantity
      (MW)
                                                Unit
      price
                                                  (Yuan
      / W)
                                                Total
      amount
                                                  (RMB)Solar
      cells
                                                  (including  A,
                                                  A2,
      A3)
                                                Monocrystalline
      125
                                                ≥17.00%
                                                3MW
                                                11.5
                                                Around
                                                  34,500,000Monocrystalline
      125
                                                ≤16.75%
                                                11Monocrystalline
      156
                                                ≥16.00%
                                                12.5Polycrystalline
      156
                                                ≥16.00%
                                                12.5Polycrystalline
      156
                                                ≤15.75%
                                                12Total
                                                3MW
                                                
                                                Around
                                                  34,500,000Total
      amount (in words):Around RMB thirty-four million five hundred
      thousandRemarks:
      the price includes 17% valued-added tax
(VAT).


As
supplemented by the supplementary contract numbered XS120090170-1 dated May 27,
2009:




With the
total quantity as specified in the original contract unchanged, the parties
agreed to change the price of monocrystalline 125 cells from May 27, 2009 to May
31, 2009 as below:


Subject
              Scope
      of conversion efficiency
              Unit
      price (RMB/W)Monocrystalline
      125 cells A, A2, A3
              ≥16.75%
              11.2




4


Table 3


Subject
                                Specification
      and parameter
                                Quantity
      (MW)
                                Unit
      price (RMB/W)
                                Amount
      (RMB)Polycrystalline
      156
                                  cells
      A, A2, A3
                                ≥15.00%
                                3
      MW
                                11.5
                                Around 35,000,000Monocrystalline
                                  156
      cells A, A2, A3
                                ≥16.00%
                                12In
      total
                                3
      MW
                                
                                Around 35,000,000Total
      amount (in words): Around RMB thirty-five millionRemark:
      the price includes 17% valued-added tax
(VAT).




Table 4


Subject
                                        Specification
                                        Specification
      and
                                          parameter
                                        Quantity
      (MW)
                                        Unit
      price
                                          (Yuan
      / W)
                                        Total
      amount
                                          (RMB)Solar
      cells
                                          (including
      A,
                                          A2,
      A3)
                                        Monocrystalline
      125
                                        ≥17.50%
                                        2.5MW
                                        10.8
                                        Around 26,000,000Monocrystalline
      125
                                        17.00%-17.25%
                                        10.4Monocrystalline
      125
                                        16.25%-16.75%
                                        10Monocrystalline
      125
                                        14.50%-15.50%
                                        9.5Monocrystalline
      156
                                        ≥17.00%
                                        11.5Polycrystalline
      156
                                        ≥15.00%
                                        11Polycrystalline
      156 cells B
                                        ≥14.00%
                                        6.8Total
                                        2.5MW
                                        
                                        Around 26,000,000Total
      amount (in words):Around RMB twenty-six millionRemarks:
      the price includes 17% valued-added tax
(VAT).




As
supplemented by the supplementary contract numbered XS120090283-1 dated July 13,
2009:




With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of polycrystalline 156 cells
A1:


Subject
                    Scope
      of conversion efficiency
                    Unit
      price (RMB/W)Polycrystalline
      156 cells A1
                    ≥14.00%
                    6.8





Table 5


Subject
                                      Specification
                                      Specification
      and
                                        parameter
                                      Quantity
      (MW)
                                      Unit
      price
                                      Total
      amount
                                        (RMB)Solar
      cells A
                                      Monocrystalline
      125
                                      ≥17.50%
                                      2.5MW
                                      10.5
      RMB/W
                                      Around 26,000,000Monocrystalline
      125
                                      17.25%
                                      10.4
      RMB/WMonocrystalline
      125
                                      17.00%
                                      10
      RMB/WMonocrystalline
      156
                                      ≥17.00%
                                      10.8
      RMB/WPolycrystalline
      156
                                      ≥15.25%
                                      10.8
      RMB/WPolycrystalline
      156 cells B
                                      ≥14.50%
                                      25
      RMB/PCPolycrystalline
      156 cells A1
                                      ≥14.50%
                                      25
      RMB/PCTotal
                                      2.5MW
                                      
                                      Around 26,000,000Total
      amount (in words):Around RMB twenty-six millionRemarks:
      the price includes 17% valued-added tax (VAT).
                                        The
      parties may renegotiate the price based on market by supplementary
      agreements every
week.




5


As
supplemented by the supplementary contract numbered XS120090340-1 dated August
19, 2009:




With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of polycrystalline 156 cells
A:


Subject
                    Scope
      of conversion efficiency
                    Unit
      price (RMB/W)Polycrystalline
      156 cells A
                    14.75%
                    9


As
further supplemented by the supplementary contract numbered XS120090340-2 dated
August 26, 2009:


With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of monocrystalline 125 cells
A:


Subject
                    Scope
      of conversion efficiency
                    Unit
      price (RMB/W)Monocrystalline
      125 cells A
                    16.75%
                    9.5





Table 6


Subject
                        Specification
      and parameter
                        Quantity
      (MW)
                        Unit
      price (RMB/W)
                        Amount
      (RMB)Polycrystalline
      156
                          cells
      A
                        15.25%
      - 15.75%
                        2
      MW
                        10.4
                        Around 20,800,000Total
      amount (in words): Around RMB twenty million eight hundred
      thousandRemark:
      the price includes 17% valued-added tax
(VAT).


6