6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of August 2012

Commission File Number: 001-33433

CHINA SUNERGY CO., LTD.

No. 123 Focheng West Road
Jiangning Economic & Technical Development Zone
Nanjing, Jiangsu 211100, People’s Republic of China
(86 25) 5276 6688
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   x            Form 40-F      ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): £

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨                                                                No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-      N/A     

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

China Sunergy Co., Ltd.
By:	/s/Stephen Zhifang Cai
Name: Stephen Zhifang Cai
Title: Chief Executive Officer

Date: August 6, 2012

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Exhibit Index

	Page
Exhibit 99.1 – Press Release	4
Exhibit 99.2 – Notice of Annual General Meeting	6
Exhibit 99.3 – Proxy for Annual General Meeting	8
Exhibit 99.4 – Proxy Card for American Depositary Receipts	10

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EX-99.1

Exhibit 99.1

China Sunergy Announces to Hold Annual General Meeting on September 5, 2012 and Changes to Board of Directors

NANJING, China, August 6, 2012 - China Sunergy Co., Ltd. (Nasdaq: CSUN) (“China Sunergy” or “the Company”), a specialized solar cell and module manufacturer, today announced that it will hold its Annual General Meeting (“AGM”) on September 5, 2012 at 9:00 a.m. (Beijing Time). The AGM will be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, the People’s Republic of China.

Holders of record of ordinary shares of the Company at the close of business on August 3, 2012 are entitled to notice of, and to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, JPMorgan Chase Bank, N.A.

The AGM will discuss and seek adoption of the following resolutions to be proposed by the Company:

1.            Proposal No. 1 – Retirement and Re-election of Mr. Jianhua Zhao as a Class B director of the Company;

2.            Proposal No. 2 – Retirement and Re-election of Ms. Merry Tang as a Class B director of the Company;

3.            Proposal No. 3 – Appointment of the Independent Auditor Deloitte Touche Tohmatsu CPA Ltd. for the fiscal year 2012;

4.            Proposal No. 4 – Authorization of the board of directors to fix the remuneration of the auditors of the Company; and

5.            Proposal No. 5 – The directors be, and hereby are, authorized to take any and every action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit.

For more details, please refer to this link to our corporate website’s Investor Room: http://investors.chinasunergy.com/staging/phoenix.zhtml?c=211846&p=irol-agm

The Company also announced that Mr. Steve Morgan resigned from his position as an independent director of China Sunergy on August 3, 2012. Additionally, in order for the Company to maintain a majority of independent directors, Mr. Stephen Zhifang Cai resigned from his position as an executive director of China Sunergy on August 3, 2012. Mr. Steve Morgan’s resignation was due to personal reasons and did not arise from any disagreement with or any matter relating to the Company's operations, policies or practices. Mr. Stephen Zhifang Cai will continue to serve as the Chief Executive Officer of the Company. Following their resignations, the Company’s board composition will be reduced from nine members to seven members with four independent directors. The Company’s board of directors has appointed Mr. Xiaoqian Zhou to succeed Mr. Steve Morgan as a member of the Company’s audit committee effective from August 3, 2012.

As a result of resignations of Mr. Steve Morgan and Mr. Stephen Zhifang Cai, the number of the Company’s board members declines but the independent directors continue to compose a majority of the Company’s board of directors. The Company believes that this decline in the number of board seats is in line with the Company’s strategy to save administrative costs and improve decision-making efficiency, and follow the recent trend of streamlining business process by reducing the size of boards of directors.

The Company has filed its annual reports on Form 20-F (the “20-F”), which includes the Company’s audited financial statements for the fiscal year ended December 31, 2011, with the U.S. Securities and Exchange Commission (the “SEC”). If you would like to obtain a copy of the 20-F, you can (1) send your request for a physical copy by email to IR@chinasunergy.com; (2) notify the Company of your e-mail address by sending your request to IR@chinasunergy.com and a softcopy will be sent to your e-mail address provided; and (3) you may also view the annual report at the Company’s website at http://investors.chinasunergy.com.

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About China Sunergy Co., Ltd.

China Sunergy Co., Ltd. is a specialized manufacturer of solar cell and module products in China. China Sunergy manufactures solar cells from silicon wafers, which utilize crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect, and assembles solar cells into solar modules. China Sunergy sells these solar products to Chinese and overseas module manufacturers, system integrators, and solar power systems for use in China and many other markets. For more information, please visit our website at http://www.chinasunergy.com.

Investor and Media Contacts:

China Sunergy Co., Ltd.

Elaine Li

Phone: + 86 25 5276 6696

Email: Elaine.li@chinasunergy.com

Brunswick Group

Hong Kong	Hong Kong
Ginny Wilmerding	Annie Choi
Phone: + 852 3512 5000	Phone: + 852 3512 5000
Email: csun@brunswickgroup.com	Email: csun@brunswickgroup.com

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts in this announcement are forward-looking statements. These forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company and the industry, and involve known and unknown risks and uncertainties, including but not limited to, the Company’s ability to raise additional capital to finance the Company’s activities; the effectiveness, profitability, and the marketability of its products; litigations and other legal proceedings, including any decisions by the US International Trade Committee and Department of Commerce on the petitions filed; the economic slowdown in China and elsewhere and its impact on the Company's operations; demand for and selling prices of the Company’s products; execution of our strategy to expand into downstream solar power businesses; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company’s ability to protect its proprietary information; general economic and business conditions; the volatility of the Company’s operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; future shortage or availability of the supply of raw materials; impact on cost-competitiveness as a result of entering into long-term arrangements with raw material suppliers and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

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EX-99.2

Exhibit 99.2

CHINA SUNERGY CO., LTD
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: CSUN)

NOTICE OF ANNUAL GENERAL MEETING

To be held on September 5, 2012

NOTICE IS HEREBY GIVEN that an annual general meeting of China Sunergy Co., Ltd. (the “Company”) will be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, the People’s Republic of China on September 5, 2012 at 9:00 a.m. (Beijing time), for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications) as ordinary resolutions:

ORDINARY RESOLUTIONS

1. Retirement and Re-election of Mr. Jianhua Zhao as a Class B director of the Company;

2. Retirement and Re-election of Ms. Merry Tang as a Class B director of the Company;

3. Appointment of the Independent Auditor Deloitte Touche Tohmatsu CPA Ltd. for the fiscal year 2012;

4. Authorization of the board of directors to fix the remuneration of the auditors of the Company; and

5. The directors be, and hereby are, authorized to take any and every action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit.

The board of directors of the Company has fixed the close of business on August 3, 2012 as the record date (the “Record Date”) for determining the shareholders who are entitled to receive notice of and to vote at the annual general meeting or any adjournment or postponement thereof. Holders of the Company’s American Depository Shares who wish to exercise their voting rights for the underlying shares must act through the depository.

Shareholders may obtain a copy of the Company’s annual report from the Company’s website at http://investors.chinasunergy.com, or by writing to IR@chinasunergy.com to request a physical or electronic copy.

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By Order of the Board of Directors of

China Sunergy Co., Ltd.

Tingxiu Lu

Chairman

Nanjing, PRC

August 6, 2012

Executive Office: No. 123, Focheng West Road, Jiangning Economic & Technical Development
Zone, Nanjing Jiangsu 211100, People’s Republic of China Registered Office: Codan Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

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EX-99.3

Exhibit 99.3

CHINA SUNERGY
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: CSUN)

Proxy for Annual General Meeting

(or any adjournment thereof) to be held on September 5, 2012

Introduction

This Proxy is furnished in connection with the solicitation by the Board of Directors of China Sunergy Co., Ltd., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), to be exercised at the Annual General Meeting of the Company (the “Annual General Meeting”) to be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China on September 5, 2012 at 9:00 a.m. (Beijing time), and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying Notice of Annual General Meeting.

Only the holders of record of the Ordinary Shares at the close of business on August 3, 2012 (the “Record Date”) are entitled to notice of and to vote at the Annual General Meeting. Each such holder or his or her proxy present in person at the meeting shall have one vote on a show of hands and if voting is by way of a poll, one vote for every full-paid Ordinary Shares he or she holds. 267,287,253 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares) were outstanding as of August 3, 2012 and holders thereof are therefore entitled to notice of and to vote at the Annual General Meeting. This Proxy and the accompanying Notice of Annual General Meeting are first being mailed to the shareholders of the Company on or about August 8, 2012.

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the Annual General Meeting as indicated or, if no instruction is given, FOR the Ordinary Resolutions set forth in this Proxy. As to any other business that may properly come before the Annual General Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the Annual General Meeting. However, if any other matter properly comes before the Annual General Meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at least two hours before the Annual General Meeting, or any adjournment or postponement thereof, or (ii) by voting in person at the Annual General Meeting, or any adjournment or postponement thereof.

To be valid, this Proxy must be completed, signed and delivered to the Company’s Investor Relation Department at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China, to Ms. Elaine Li’s attention, as soon as possible and in any event no later than 9:00 am, September 3, 2012.

Shareholders may obtain a copy of the Company’s annual report from the Company’s website at http://investors.chinasunergy.com, or by writing to IR@chinasunergy.com to request a physical or electronic copy.

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China Sunergy Co., Ltd.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: CSUN)

Proxy for Annual General Meeting

(or any adjournment thereof) to be held on SEPTEMBER 5, 2012

I/We,                                                                                            of                                                                                                                            , being the registered holder of _____________________ ordinary shares ^{(Note 1)}, par value US$0.0001 per share, of China Sunergy Co., Ltd. (the “Company”) hereby appoint the Chairman of the Annual General Meeting^{(Note 2)} or                    of     as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China at 9:00 a.m.(Beijing time) on September 5, 2012, and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, FOR the Ordinary Resolutions as indicated below.

	ORDINARY RESOLUTIONS	FOR(Note 3)	AGAINST(Note 3)
1.	Resolution No. 1 as set out in the Notice of Annual General Meeting.
2.	Resolution No. 2 as set out in the Notice of Annual General Meeting.
3.	Resolution No. 3 as set out in the Notice of Annual General Meeting.
4.	Resolution No. 4 as set out in the Notice of Annual General Meeting.
5.	Resolution No. 5 as set out in the Notice of Annual General Meeting.

Dated _______________, 2012               Signature(s) ^{(Note 4)} _________________

Notes:

¹ Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy will be deemed to relate to all the shares in the Company registered in your name(s).

² If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member if he is the holder of two or more shares may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

³ IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” If no such indication is given, your vote will be deemed FOR all the resolutions as indicated above. Your proxy will also be entitled to vote at his discretion on any amendment to the resolution referred to in the Notice of Annual General Meeting which has been properly put to the meeting.

⁴ This proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

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EX-99.4

Exhibit 99.4

CHINA SUNERGY CO., LTD.

TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)

REPRESENTING ORDINARY SHARES OF

CHINA SUNERGY CO., LTD.

Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting.

FOLD AND DETACH HERE

	ORDINARY RESOLUTIONS
	FOR	AGAINST		FOR	AGAINST
Res. 1	£	£	Res. 4	£	£
Res. 2	£	£	Res. 5	£	£
Res. 3	£	£				FOR DETAILED INFORMATION IN RELATION TO THE PROPOSED RESOLUTIONS, PLEASE REFER TO THE NOTICE OF MEETING POSTED AT http://investors.chinasunergy.com/staging/ph oenix.zhtml?c=211846&p=irol-agm
						Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE:           £ Marking this box voids any other instructions indicated above.
Address Change £ Mark box, sign and indicate changes/comments below:
						Sign Below      Date: ________________
						Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

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ORDINARY RESOLUTIONS

1. Retirement and Re-election of Mr. Jianhua Zhao as a Class B director of the Company

2. Retirement and Re-election of Ms. Merry Tang as a Class B director of the Company

3. Appointment of the Independent Auditor Deloitte Touche Tohmatsu CPA Ltd. for the fiscal year 2012

4. Authorization of the board of directors to fix the remuneration of the auditors of the Company

5. The directors be, and hereby are, authorized to take any and every action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit

China Sunergy Co., Ltd. JPMorgan Chase Bank, N.A., Depositary P.O. Box 64506, St. Paul, MN 55164-0506 Voting Instruction Card

JPMorgan Chase Bank, N.A. (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of China Sunergy Co., Ltd., (the “Company”) will be held at 9:00 a.m. (Beijing Time), on Wednesday, September 5, 2012 at No 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your American Depositary Receipt(s) (“ADRs”) FOR or AGAINST voting on the Resolutions to be proposed at the Meeting, or any of them, as the case may be, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST the Resolutions, or any of them, as the case may be. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., New York time, August 31, 2012. Only the registered holders of record as of the close of business on August 3, 2012, will be entitled to execute the attached Voting Instruction Card.

The signatory, a registered holder of ADRs representing Ordinary Shares of China Sunergy Co., Ltd., of record on August 3, 2012, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by ADRs, at the Annual General Meeting, in accordance with the instructions given on the reverse side.

Please visit the IR Section of the company website to view the AGM notice at http://investors.chinasunergy.com/staging/phoenix.zhtml?c=211846&p=irol-agm

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., New York time, August 31, 2012.

JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please see reverse side for Voting Instructions.

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