[TABLE OF CONTENTS INTRODUCTION 3 I. PART I 6] [EMPLOYMENT AGREEMENT Mr. Tingxiu Lu Dated: September 19, 2014 OFFSHORE EMPLOYMENT AGREEMENT “Agreement”). September 19, 2014, “Company”), - Mr. Tingxiu Lu ( “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 considers it essential to its best] [2 EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND Mr. Shiliang Guo Dated: November 1, 2014 OFFSHORE EMPLOYMENT AGREEMENT “Agreement”), “Company”), Mr. Shiliang Guo “Effective Date”). THIS EMPLOYMENT AGREEMENT (this WHEREAS, the Company desires to employ Acting Chief Financial Officer and to enter into an agreement embodying the terms of such employment on and after the Effective Date and considers] [CHINA SUNERGY CO., LTD. DIRECTOR AGREEMENT Agreement th Company Independent Director This Director Agreement (the “ I. SERVICES Board of Directors Board Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Fees to Director 2.1 Expenses. 2.2 Share Option 2.2 Director and Officer Liability Insurance 2.3 III. duties of director Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of] [Supplementary Agreement of The Share Transfer Agreement of China Sunergy (Shanghai) Co., Ltd Among China Sunergy (Nanjing) Co., Ltd. China Sunergy (Hong Kong) Co., Ltd. and China Electric Equipment Group Co., Ltd. August 14, 2014 This Supplementary Agreement (the “Supplementary Agreement”) is made and entered into on August 14, 2014 BY AND AMONG China Sunergy (Nanjing) Co., Ltd. (“CSUN”) Address:] [Product Purchase Contract (Long Term) CEEG (Nanjing) Renewable Energy Co., Ltd. Seller: Contract No.: XSC14002 513490 Date of Signing: 1/9/2014 China Electric Equipment Group Co., Ltd. Buyer: Place of Signing: Nanjing The Buyer and the Seller, after friendly consultation, hereby agree to be bound by and perform the terms and conditions as stated in the following Contract in accordance with] [Sales Contract of Solar Modules Contract No.: xsp14080 Place of Signing: Nanjing Date of Signing: July, 2014 Buyer: China Electric Equipment Group Co., Ltd. (CEEG) Address: No.6 Shuige Road, Jiangning Economic Development Zone, Nanjing City Contact: Luo Tao Tel.: 13914754878 Seller: CEEG (Nanjing) Renewable Energy Co., Ltd. Address: No.6 Shuige Road, Jiangning Economic Development Zone, Nanjing City Contact: Zhou Jun] [CSUN Purchase Framework Contract XPS414013 Contract No.: Jiangning, Nanjing Place of Signing: Buyer: CEEG (Nanjing) Renewable Energy Co., Ltd. Seller: CEEG (Jiangsu) Insulative New Materials Co., Ltd. Address: No.6 Shuige Road, Jiangning Economic Development Zone, Nanjing City Address: Zhongdian Avenue, Yangzhong City Contact: Wang Di Contact: Zuo Ning Tel.: 025-87138226 Tel.: 13913417777 EVA Adhering to the principle of integrity and] [8.1 1. China Sunergy Co., Ltd., incorporated in the British Virgin Islands. 2. China Sunergy (Hong Kong) Co., Limited., incorporated in Hong Kong. 3. China Sunergy (Nanjing) Co., Ltd., incorporated in the People’s Republic of China. 4. China Sunergy Europe GmbH, incorporated in Germany. 5. CEEG (Shanghai) Solar Science Technology Co., Ltd., incorporated in the People’s Republic of China. 6.] [Certification by the Chief Executive Officer I, Tingxiu Lu, 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 light] [Certification by the Chief Financial Officer I, Shiliang Guo, 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 light] [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. Tingxiu Lu Chief Executive Officer] [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. Shiliang Guo Acting Chief Financial Officer] [July 9, 2015 China Sunergy Co., Ltd. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu, 211100 China Dear Sirs, Re: China Sunergy Co., Ltd. (the “Company”) Yours faithfully, Conyers Dill & Pearman (Cayman) Limited] [Consent of Jun He Law offices, PRC Counsel July 9, 2015 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 Item 3. Key Information —] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 of our reports dated July 8, 2015, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd, appearing in the Annual Report on Form 20-F of China Sunergy Co., Ltd., for the year] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 of our reports dated April 28, 2014, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd., appearing in the Annual Report on Form 20-F of China Sunergy Co., Ltd., for the year] [5 July 8, 2015 Ladies and Gentlemen: We have read GRANT THORNTON Shanghai, People’s Republic of China July 8, 2015] [Deloitte Touche Tohmatsu Consent Letter on change of auditors July 9, 2015 Dear Sirs/Madams: We have read Item 16F(1) of China Sunergy Co., Ltd.'s Form 20-F dated July 9, 2015, and have the following comments: 1. We agree with the statements made in the first sentence of paragraph 1 and paragraphs 2 and 3 of Item 16F(1) for which we]