LONG [eLong,] SC 13D: (Original Filing)

[JOINT FILING AGREEMENT EXPEDIA ASIA PACIFIC - ALPHA LIMITED Burke F. Norton Director EXPEDIA, INC. (WASHINGTON) Burke F. Norton Executive Vice President, General Counsel & Secretary EXPEDIA, INC. (DELAWARE) Burke F. Norton Executive Vice President, General Counsel & Secretary BARRY DILLER 2 EX-99.1 2 dex991.htm JOINT FILING AGREEMENT, DATED MAY 28, 2010 AMONG THE REPORTING PERSONS] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement th Seller Tang Seller Parties Buyer Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“ Shares Company WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 1,372,570 ordinary shares, par value $0.01] [EXECUTION VERSION SECURITIES PLEDGE AGREEMENT THIS SECURITIES PLEDGE AGREEMENT (“Agreement”), dated as of May 18, 2010, is executed by and among PURPLE MOUNTAIN HOLDING LTD., a British Virgin Islands company having its registered office at 4 th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Purple Mountain”) and YUE (JUSTIN) TANG, a citizen of] [EXECUTION COPY SECURITIES ESCROW AGREEMENT THIS SECURITIES ESCROW AGREEMENT Agreement Seller Tang Seller Parties Buyer Escrow Agent RECITALS Stock Purchase Agreement Shares Company WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer are entering into a Stock Purchase Agreement (the “ Pledge Agreement WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement Seller Seller Representative Seller Parties Buyer Company Shares WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Representative will sell to Buyer, and Buyer will purchase from Seller Representative, 500,000 American Depository Shares of eLong, Inc. (the “ WHEREAS, the Sale Shares (as defined below) are held for] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement Seller Parties Buyer Company Shares WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Parties will sell to Buyer, and Buyer will purchase from Seller Parties, 10,000 American Depository Shares of eLong, Inc. (the “ In consideration of and reliance upon the foregoing and the mutual agreements contained]

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LONG [eLong,] SC 13D: JOINT FILING AGREEMENT EXPEDIA ASIA PACIFIC – ALPHA

[JOINT FILING AGREEMENT EXPEDIA ASIA PACIFIC - ALPHA LIMITED Burke F. Norton Director EXPEDIA, INC. (WASHINGTON) Burke F. Norton Executive Vice President, General Counsel & Secretary EXPEDIA, INC. (DELAWARE) Burke F. Norton Executive Vice President, General Counsel & Secretary BARRY DILLER 2 EX-99.1 2 dex991.htm JOINT FILING AGREEMENT, DATED MAY 28, 2010 AMONG THE REPORTING PERSONS] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement th Seller Tang Seller Parties Buyer Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“ Shares Company WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 1,372,570 ordinary shares, par value $0.01] [EXECUTION VERSION SECURITIES PLEDGE AGREEMENT THIS SECURITIES PLEDGE AGREEMENT (“Agreement”), dated as of May 18, 2010, is executed by and among PURPLE MOUNTAIN HOLDING LTD., a British Virgin Islands company having its registered office at 4 th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Purple Mountain”) and YUE (JUSTIN) TANG, a citizen of] [EXECUTION COPY SECURITIES ESCROW AGREEMENT THIS SECURITIES ESCROW AGREEMENT Agreement Seller Tang Seller Parties Buyer Escrow Agent RECITALS Stock Purchase Agreement Shares Company WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer are entering into a Stock Purchase Agreement (the “ Pledge Agreement WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement Seller Seller Representative Seller Parties Buyer Company Shares WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Representative will sell to Buyer, and Buyer will purchase from Seller Representative, 500,000 American Depository Shares of eLong, Inc. (the “ WHEREAS, the Sale Shares (as defined below) are held for] [EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT Agreement Seller Parties Buyer Company Shares WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Parties will sell to Buyer, and Buyer will purchase from Seller Parties, 10,000 American Depository Shares of eLong, Inc. (the “ In consideration of and reliance upon the foregoing and the mutual agreements contained]

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CXDC [China XD Plastics Co] 8-K: (Original Filing)

[FORM 8-K CURRENT REPORT Date of Report: May 27, 2010 CHINA XD PLASTICS COMPANY LIMITED Nevada 333-134073 04-3836208 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) No. 9 Qinling Road, Yingbin Road Centralized Industrial Park Harbin Development Zone, Heilongjiang, China 150078 (Zip Code) 86-451-84346600 o o o o Item 8.01 Other Events. On May 27,]

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CXDC [China XD Plastics Co] 8-K: FORM 8-K CURRENT REPORT Date of Report: May

[FORM 8-K CURRENT REPORT Date of Report: May 27, 2010 CHINA XD PLASTICS COMPANY LIMITED Nevada 333-134073 04-3836208 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) No. 9 Qinling Road, Yingbin Road Centralized Industrial Park Harbin Development Zone, Heilongjiang, China 150078 (Zip Code) 86-451-84346600 o o o o Item 8.01 Other Events. On May 27,]

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FFHL [Fuwei Films] 6-K: (Original Filing)

[Fuwei Films Announces Unaudited Financial Results for the First Quarter of 2010 - Teleconference to be Held on June 1st, 2010 at 8:00 a.m. EDT – - BEIJING, May 28, 2010 Highlights § Revenues were RMB 88.5 million (US$13.0 million), compared with RMB 74.5 million in the same period of 2009; § Net income was RMB 0.3 million (US$0.04 million),] [No. 387 Dongming Road Weifang Shandong People’s Republic of China, Postal Code: 261061 x ¨ Form 20-F ¨ ¨ ¨ x Yes EXPLANATORY NOTE “ ”) On May 28, 2010, the Company announced its unaudited consolidated financial results for the three months period ended March 31, 2010. FUWEI FILMS (HOLDINGS) CO., LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF]

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FFHL [Fuwei Films] 6-K: Fuwei Films Announces Unaudited Financial Results for the

[Fuwei Films Announces Unaudited Financial Results for the First Quarter of 2010 - Teleconference to be Held on June 1st, 2010 at 8:00 a.m. EDT – - BEIJING, May 28, 2010 Highlights § Revenues were RMB 88.5 million (US$13.0 million), compared with RMB 74.5 million in the same period of 2009; § Net income was RMB 0.3 million (US$0.04 million),] [No. 387 Dongming Road Weifang Shandong People’s Republic of China, Postal Code: 261061 x ¨ Form 20-F ¨ ¨ ¨ x Yes EXPLANATORY NOTE “ ”) On May 28, 2010, the Company announced its unaudited consolidated financial results for the three months period ended March 31, 2010. FUWEI FILMS (HOLDINGS) CO., LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF]

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LONG [eLong,] SC 13D: JOINT FILINGREEMENT EXPEDIAIA PACIFIC -PHA LIMITED Burke F.

[JOINT FILINGREEMENT EXPEDIAIA PACIFIC -PHA LIMITED Burke F. Norton Director EXPEDIA, (WASHINGTON) Burke F. Norton Executive Vice President, Generalunsel& Secretary EXPEDIA, (DELAWARE) Burke F. Norton Executive Vice President, Generalunsel& Secretary BARRY DILLER 2 JOINT FILINGREEMENT,TED MAY 28, 2010 AMONG THE REPORTING PERSONS] [EXECUTIONPY STOCK PURCHASEREEMENT STOCK PURCHASEREEMENTreement th Seller Tang Seller Parties Buyer Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands ( Sharesmpany WHEREAS, thisreement sets forth the terms andnditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 1,372,570 ordinary shares, par value $0.01 per share] [EXECUTION VERSION SECURITIES PLEDGEREEMENT THIS SECURITIES PLEDGEREEMENT (Agreement),ted of May18, 2010, is executed by and among PURPLE MOUNTAIN a British Virgin Islandsmpany having its registered office at 4 th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (Purple Mountain) and YUE (JUSTIN) TANG, a citizen of the Peoples Republic] [EXECUTIONPY SECURITIES ESCROWREEMENT THIS SECURITIES ESCROWREEMENTreement Seller Tang Seller Parties Buyer Escrowent RECITALS Stock Purchasereement Sharesmpany WHEREAS, simultaneously with the execution of thisreement, the Seller Parties and Buyer are entering into a Stock Purchasereement (the Pledgereement WHEREAS, simultaneously with the execution of thisreement, the Seller Parties and Buyer are entering into a Securities Pledgereement (the] [EXECUTIONPY STOCK PURCHASEREEMENT STOCK PURCHASEREEMENTreement Seller Seller Representative Seller Parties Buyermpany Shares WHEREAS, thisreement sets forth the terms andnditions upon which Seller Representative will sell to Buyer, and Buyer will purchase from Seller Representative, 500,000 American Depository Shares of eLong, (the WHEREAS, thele Shares (as defined below) are held for the benefit of Seller in] [EXECUTIONPY STOCK PURCHASEREEMENT STOCK PURCHASEREEMENTreement Seller Parties Buyermpany Shares WHEREAS, thisreement sets forth the terms andnditions upon which Seller Parties will sell to Buyer, and Buyer will purchase from Seller Parties, 10,000 American Depository Shares of eLong, (the Innsideration of and reliance upon the foregoing and the mutualreementsntained herein, the parties heretoree follows:]

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CSUN [China Sunergy] 20-F: (Original Filing)

[FORM 20-F (Mark One) o or x For the fiscal year ended December 31, 2009. or o For the transition period from or o Date of event requiring this shell company report CHINA SUNERGY CO., LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic] [EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND _________________ Dated ____________ OFFSHORE EMPLOYMENT AGREEMENT Agreement Company" Executive Effective Date THIS EMPLOYMENT AGREEMENT (this " WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and WHEREAS, Executive desires and is willing to enter into such] [Purchase Contract Contract No.: CG120090273/CSMI090606 CEEG (Nanjing) Semiconductor Material Co., Ltd. The Seller: Signing Place: Nanjing China Sunergy (Nanjing) Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price: From July 2009 to December 2009, the Seller shall sell] [Sales Contract Contract No.: CG120090274/CSMI090606 China Sunergy (Nanjing) Co., Ltd. The Seller: Signing Place: Nanjing CEEG (Nanjing) Semiconductor Material Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price are as follows: The Seller shall sell to the Buyer] [Sales Contract Contract No.: XS120090171 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Xulu Xia Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090388 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090449 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao] [Contract No.: QT220090217 EPC Contract For Multiple BIPV Photovoltaic Grid-Connected System Demonstration Project of CEEG Nanjing Science and Technology Park China Sunergy (Nanjing) Co. Ltd. Party A: CEEG (Nanjing) Solar Research Institute Co., Ltd. Party B: 1 Table of Contents 1. Contract contents 3 2. Total contract price 3 3. Payment method 4 4. Project equipment and system requirements 4] [Supplementary Agreement Contract no.: CG120090181 Jiangning, Nanjing Place of signing: May 25, 2009 Date of signing: Party A: Jiangxi Jingde Semiconductor New Party B: China Sunergy (Nanjing) Co., Ltd. Materials Co., Ltd. Address: Jiangxi Jingde New Address: No. 123, Focheng West Road, Nanjing High-tech Industrial Park Jiangning Economy & Technology Development Zone Legal representative: Zhengfei Gao Legal representative: Tingxiu Lu] [Long-term Sales Contract Contract No.: XS120090004C04 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Tingxiu Lu Legal] [Sales Contract Contract No.: XS120090076 Signing Place: the Seller’s location 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, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact] [Module Processing Contract Contract No.: XS320090076W21 Signed at: Party A’s place Signed on: June 12, 2009 Party A: China Sunergy (Nanjing) Co. Ltd. Party B: CEEG (Shanghai) Solar Science & Address: No. 123 Focheng West Road, Technology Co., Ltd. Jiangning Economic & Technological Address: No. 68 Gangde West Road, Songjiang Development Zone, Nanjing District, Shanghai Postal Code: 211100 Postal Code:] [Sales Contract Contract No.: TM220090004 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No. 68 West Gangde Road, Songjiang Technology Development Zone, Jiangning, Nanjing District, Shanghai Postal code: 211100 Postal code: 201616 Legal representative: Tingxiu Lu Legal] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing 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, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing 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, Shanghai Contact person: Jianhua Zou Contact person:] [Security Agreement Contract No.: QT220100054 Signing Place: Jiangning District, Nanjing Party A: China Electric Equipment Group Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Through friendly negotiation, Party A agrees to provide security for Party B’s bank credit loans. The security shall have a term from May 17, 2010 to May 31, 2011 and the total secured amount shall] [Contract Contract No.: XS320090016 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100 Contact person: Jianhua Zou Contact person:] [Contract Contract No.: XS320090138 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: 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, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact person:] [Supplementary Agreement Contract No.: TM220090003 Signing Place: Jiangning District, Nanjing Through amicable consultation, the parties hereof agreed to make the below modifications to the relevant provisions in the following sales contracts and their supplementary agreement (contract No.: XS120080288, XS120080298 and XS120080322): 1. Goods content Subject Specification and parameter Quantity Unit Unit price (USD/W) exclude 17% value added-tax (VAT) Amount (USD)] [SUPPLEMENTARY AGREEMENT No. TM220090007 “Party A” “Party B” “Party C” This Agreement is hereby entered into by and between China Sunergy (Nanjing) Co.Ltd., a China business, with its principal place of business at NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China ( NOW, THEREFORE, BE IT RESOLVED Party B Party A Party A Party B] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG(Nanjing) New Energy Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 5 Article 4 Conditions Precedent to the Second Batch Price Payment] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG (Shanghai) Solar Science & Technology Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 4 Article 4 Conditions Precedent to the Second] [Certification by the Chief Executive Officer I, Stephen Zhifang Cai, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Siegfried Yi Chou Hsu, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 10 Stephen Zhifang Cai Chief Executive Officer EX-13.1 29 v186350_ex13-1.htm] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Siegfried Yi Chou Hsu Chief Financial Officer EX-13.2 30 v186350_ex13-2.htm] [28 May 2010 Matter No.:871778 Doc Ref: AL/yc/327782 China Sunergy Co., Ltd. No. 123, Fochengxilu Nanjing Jiangning Economic & Technical Development Zone Nanjing Jiangsu 211100 People’s Republic of China (852) 2842 9595 Andrew.Lee@conyersdill.com Dear Sirs, China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman EX-15.1 31 v186350_ex15-1.htm] [Consent of Jun He Law offices, PRC Counsel May 28, 2010 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and in Registration Statement No. 333-151518 on Form F-3 of our reports dated May 28, 2010, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd.(the "Company") and subsidiaries (collectively referred to as]

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CSUN [China Sunergy] 20-F: FORM 20-F (Mark One) o or x For

[FORM 20-F (Mark One) o or x For the fiscal year ended December 31, 2009. or o For the transition period from or o Date of event requiring this shell company report CHINA SUNERGY CO., LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic] [EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND _________________ Dated ____________ OFFSHORE EMPLOYMENT AGREEMENT Agreement Company" Executive Effective Date THIS EMPLOYMENT AGREEMENT (this " WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and WHEREAS, Executive desires and is willing to enter into such] [Purchase Contract Contract No.: CG120090273/CSMI090606 CEEG (Nanjing) Semiconductor Material Co., Ltd. The Seller: Signing Place: Nanjing China Sunergy (Nanjing) Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price: From July 2009 to December 2009, the Seller shall sell] [Sales Contract Contract No.: CG120090274/CSMI090606 China Sunergy (Nanjing) Co., Ltd. The Seller: Signing Place: Nanjing CEEG (Nanjing) Semiconductor Material Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price are as follows: The Seller shall sell to the Buyer] [Sales Contract Contract No.: XS120090171 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Xulu Xia Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090388 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090449 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao] [Contract No.: QT220090217 EPC Contract For Multiple BIPV Photovoltaic Grid-Connected System Demonstration Project of CEEG Nanjing Science and Technology Park China Sunergy (Nanjing) Co. Ltd. Party A: CEEG (Nanjing) Solar Research Institute Co., Ltd. Party B: 1 Table of Contents 1. Contract contents 3 2. Total contract price 3 3. Payment method 4 4. Project equipment and system requirements 4] [Supplementary Agreement Contract no.: CG120090181 Jiangning, Nanjing Place of signing: May 25, 2009 Date of signing: Party A: Jiangxi Jingde Semiconductor New Party B: China Sunergy (Nanjing) Co., Ltd. Materials Co., Ltd. Address: Jiangxi Jingde New Address: No. 123, Focheng West Road, Nanjing High-tech Industrial Park Jiangning Economy & Technology Development Zone Legal representative: Zhengfei Gao Legal representative: Tingxiu Lu] [Long-term Sales Contract Contract No.: XS120090004C04 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Tingxiu Lu Legal] [Sales Contract Contract No.: XS120090076 Signing Place: the Seller’s location 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, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact] [Module Processing Contract Contract No.: XS320090076W21 Signed at: Party A’s place Signed on: June 12, 2009 Party A: China Sunergy (Nanjing) Co. Ltd. Party B: CEEG (Shanghai) Solar Science & Address: No. 123 Focheng West Road, Technology Co., Ltd. Jiangning Economic & Technological Address: No. 68 Gangde West Road, Songjiang Development Zone, Nanjing District, Shanghai Postal Code: 211100 Postal Code:] [Sales Contract Contract No.: TM220090004 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No. 68 West Gangde Road, Songjiang Technology Development Zone, Jiangning, Nanjing District, Shanghai Postal code: 211100 Postal code: 201616 Legal representative: Tingxiu Lu Legal] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing 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, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing 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, Shanghai Contact person: Jianhua Zou Contact person:] [Security Agreement Contract No.: QT220100054 Signing Place: Jiangning District, Nanjing Party A: China Electric Equipment Group Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Through friendly negotiation, Party A agrees to provide security for Party B’s bank credit loans. The security shall have a term from May 17, 2010 to May 31, 2011 and the total secured amount shall] [Contract Contract No.: XS320090016 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100 Contact person: Jianhua Zou Contact person:] [Contract Contract No.: XS320090138 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: 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, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact person:] [Supplementary Agreement Contract No.: TM220090003 Signing Place: Jiangning District, Nanjing Through amicable consultation, the parties hereof agreed to make the below modifications to the relevant provisions in the following sales contracts and their supplementary agreement (contract No.: XS120080288, XS120080298 and XS120080322): 1. Goods content Subject Specification and parameter Quantity Unit Unit price (USD/W) exclude 17% value added-tax (VAT) Amount (USD)] [SUPPLEMENTARY AGREEMENT No. TM220090007 “Party A” “Party B” “Party C” This Agreement is hereby entered into by and between China Sunergy (Nanjing) Co.Ltd., a China business, with its principal place of business at NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China ( NOW, THEREFORE, BE IT RESOLVED Party B Party A Party A Party B] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG(Nanjing) New Energy Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 5 Article 4 Conditions Precedent to the Second Batch Price Payment] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG (Shanghai) Solar Science & Technology Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 4 Article 4 Conditions Precedent to the Second] [Certification by the Chief Executive Officer I, Stephen Zhifang Cai, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Siegfried Yi Chou Hsu, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 10 Stephen Zhifang Cai Chief Executive Officer EX-13.1 29 v186350_ex13-1.htm] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Siegfried Yi Chou Hsu Chief Financial Officer EX-13.2 30 v186350_ex13-2.htm] [28 May 2010 Matter No.:871778 Doc Ref: AL/yc/327782 China Sunergy Co., Ltd. No. 123, Fochengxilu Nanjing Jiangning Economic & Technical Development Zone Nanjing Jiangsu 211100 People’s Republic of China (852) 2842 9595 Andrew.Lee@conyersdill.com Dear Sirs, China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman EX-15.1 31 v186350_ex15-1.htm] [Consent of Jun He Law offices, PRC Counsel May 28, 2010 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and in Registration Statement No. 333-151518 on Form F-3 of our reports dated May 28, 2010, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd.(the "Company") and subsidiaries (collectively referred to as]

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