20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 FORM 20-F

(Mark One)

¨ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2013.

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                  to                 

or

¨ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

Commission file number: 001-33433

CHINA SUNERGY CO., LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

No. 123 Focheng West Road

Jiangning Economic & Technical Development Zone

Nanjing, Jiangsu 211100, People’s Republic of China

(Address of principal executive offices)

 Stephen Zhifang Cai, (86 25) 5276 6666,

stephen.cai@chinasunergy.com,

No. 123 Focheng West Road

Jiangning Economic & Technical Development Zone

Nanjing, Jiangsu 211100, People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each representing 18 ordinary shares, par value $0.0001 per share	Nasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class) 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

267,287,253 ordinary shares, par value $0.0001 per share, as of December 31, 2013.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.                                    Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨ 

TABLE OF CONTENTS

INTRODUCTION		1
I.           PART I		4
Item 1.	Identity of Directors, Senior Management and Advisers	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	4
Item 4.	Information on the Company	38
Item 4a.	UNRESOLVED STAFF COMMENTS	56
Item 5.	Operating and Financial Review and Prospects	56
Item 6.	Directors, Senior Management and Employees	78
Item 7.	Major Shareholders and Related Party Transactions	86
Item 8.	Financial Information	88
Item 9.	The Offer and Listing	92
Item 10.	Additional Information	93
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	103
Item 12.	Description of Securities Other than Equity Securities	104
II.         PART II		107
Item 13.	Defaults, Dividend Arrearages and Delinquencies	107
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	107
Item 15.	Controls and Procedures	108
Item 16A.	Audit Committee Financial Expert	109
Item 16B.	Code of Ethics	109
Item 16C.	Principal Accountant Fees and Services	110
Item 16D.	Exemptions from the Listing Standards for Audit Committees	110
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	110
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	111
ITEM 16G.	CORPORATE GOVERNANCE	111
ITEM 16H.	Mine safety disclosure	111
III.        PART III		111
Item 17.	Financial Statements	111
Item 18.	Financial Statements	111
Item 19.	Exhibits	112

2

INTRODUCTION

In this annual report, except where the context otherwise requires:

· “we,” “us,” “our company,” “our,” “Sunergy” and “China Sunergy” refer to China Sunergy Co., Ltd., a limited liability company established in Cayman Islands, its predecessor entities and its subsidiaries;

· “Sunergy Nanjing” refers to China Sunergy (Nanjing) Co., Ltd., previously named CEEG (Nanjing) PV-Tech Co., Ltd., a limited liability company established in China;

· “SST” refers to CEEG (Shanghai) Solar Science Technology Co., Ltd., a limited liability company established in China;

· “NRE” refers to CEEG (Nanjing) Renewable Energy Co., Ltd., a limited liability company established in China;

· “shares” or “ordinary shares” refers to our ordinary shares;

· “ADSs” refers to our American depositary shares. On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six ordinary shares to one ADS representing 18 ordinary shares. The ratio change has the same effect as a one-for-three ADS consolidation. “ADRs” refers to the American depositary receipts that evidence our ADSs;

· “China” or “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan;

· “RMB” or “Renminbi” refers to the legal currency of China; “$” or “U.S. dollars” refers to the legal currency of the United States; and “Euro” or “€” refers to the legal currency of the European Union;

· “original equipment manufacturing” or “OEM” refers to arrangements under which we process silicon wafers provided by our customers into solar cells, or process solar cells provided by our customers into solar modules, and charge processing fees from these customers;

· “selective emitter cell” refers to a solar cell in which the regions under its front metal contact and the rest of the front surface areas are separately diffused and optimized;

· “HP solar cell” refers to a more efficient version of our standard P-type cell, the conversion efficiency of which may generally be higher than that of a standard P-type solar cell as a result of an enhanced production process used;

· “QSAR™ solar power product” refers to QSAR™ cells and QSAR™ modules. QSAR™ cell is a kind of new P-type solar cell. QSAR™ cells are assembled into QSAR™ modules. Our QSAR™ solar products had been originally branded as “Quasar” before March 2012. In 2013, our prototype of new high-efficient QSAR II module successfully passed initial potential induced degradation tests in Japan. We have registered the trademarks of “QSAR” in Australia, U.S. and European Union, and we are filing trademark registration applications for the logos “QSAR” in China and India;

· “Waratah solar power product” refers to Waratah cells and Waratah modules. Waratah cell is a kind of multicrystalline silicon cell with a high level of light-to-electricity conversion rate. Waratah cells are assembled into Waratah modules. Our latest generation of Waratah solar power products have a conversion efficiency of approximately 17.8%. We are now filing trademark registration applications for the logo “Waratah” in Australia, Brazil, Philippine, Malaysia, United States, European Union, China, Indonesia, Canada, Japan, Korea and India.

1

· “Bi-facial solar power product” refers to bi-facial solar cells and bi-facial solar modules. Bi-facial solar cells are a special type of crystal silicon solar cell which can receive sunlight and produce electrical power from both front and rear surfaces. Bi-facial solar cells are designed with a special structure and metal contact so that they can produce more power from illumination on both sides. Bi-facial solar cells are assembled into bi-facial solar modules, which may be applied in residential situations such as carports, fences, trellises, and porch and patio covers.

· when calculating our manufacturing or production capacity of solar cells, we have assumed that all products will be made using 156-millimeter monocrystalline silicon wafers, even though we currently use and expect to continue to use a mixture of monocrystalline and multicrystalline silicon wafers; to the extent we use smaller wafers or multicrystalline wafers, our actual production will be less than our capacity.

Our financial statements are expressed in the U.S. dollar, which is the reporting and functional currency of China Sunergy Co., Ltd. This annual report contains translations of certain Renminbi amounts into U.S. dollars at the rate of RMB6.0537 to $1.00, the noon buying rate in effect on December 31, 2013 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. We make no representation that any Renminbi or U.S. dollar amounts referred to in this annual report could have been, or could be, converted to U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. See Item 3. “Key Information—D. Risk Factors—Risks Related to Our Company and Our Industry—Fluctuations in exchange rates could adversely affect our business.” On April 25, 2014, the noon buying rate was RMB6.2534 to $1.00.

We completed our initial public offering of 9,775,000 ADSs (approximately 3,258,333 ADSs if retroactively adjusted to reflect the ADS to ordinary share ratio change) on May 22, 2007. On May 17, 2007, we listed our ADSs on the Nasdaq Global Market under the symbol “CSUN.” On July 1, 2008, we completed an offering of $54.5 million principal amount of 4.75% convertible senior notes due June 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act. Concurrently with the note offering, we also registered the offering of 4,431,000 ADSs (approximately 1,477,000 ADSs if retroactively adjusted to reflect the ADS to ordinary share ratio change), which we loaned to an affiliate of the initial purchaser of the notes, who in turn sold the borrowed ADSs in the offering. We did not receive any proceeds from the offering of the borrowed ADSs, but have received a nominal lending fee from the ADS borrower.

2

FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains statements of a forward-looking nature. These statements relate to events involving known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of Section 27A of the Securities Exchange Act of 1934, or Exchange Act. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we “believe,” “expect” or “anticipate” will occur, and other similar statements), you must remember that our expectations may not materialize, even though we believe that they are reasonable.

Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events affecting our results may occur.

We caution you not to place undue reliance on forward-looking statements. You should read these statements in conjunction with the risk factors disclosed in Item 3 of this annual report, “Key Information—Risk Factors.” We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

3

I. PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

The following table presents our selected consolidated financial information. You should read the following information in conjunction with Item 5, “Operating and Financial Review and Prospects.” The selected consolidated statement of operations data (other than operating data) for the three years ended December 31, 2011, 2012 and 2013 and the selected consolidated balance sheet data as of December 31, 2012 and 2013 have been derived from our audited consolidated financial statements included in this annual report and should be read in conjunction with those statements. Our selected consolidated statement of operations data (other than operating data) for the years ended December 31, 2009 and 2010, and the selected consolidated balance sheet data as of December 31, 2009, 2010 and 2011, have been derived from our audited consolidated financial statements not included in this annual report. Our audited consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP.

	For the Years Ended December 31,
	2009(1)			2010			2011			2012			2013(2)
	(in thousands, except share, per share,  operating data and percentages)
Consolidated Statement of Operations Data
Net revenues	$	284,865		$	517,219		$	566,292		$	292,721		$	316,186
Cost of revenues		(268,252	)		(424,917	)		(564,474	)		(293,914	)		(300,974	)
Gross profit (loss)		16,613			92,302			1,818			(1,193	)		15,212
Operating expenses:
Selling and marketing expenses		(2,920	)		(5,467	)		(19,149	)		(20,056	)		(16,417	)
General and administrative expenses		(24,517	)		(17,518	)		(41,182	)		(75,875	)		(30,010	)
Research and development expenses		(4,382	)		(3,346	)		(6,718	)		(8,609	)		(6,022	)
Goodwill impairment loss		—			—			(14,807	)		—			—
Total operating expenses		(31,819	)		(26,331	)		(81,856	)		(104,540	)		(52,449	)
Income (loss) from operations		(15,206	)		65,971			(80,038	)		(105,733	)		(37,237	)
Net income (loss)	$	(10,269	)	$	51,734		$	(94,293	)	$	(133,594	)	$	(51,609	)
Net income (loss) attributable to China Sunergy Co., Ltd. ordinary shareholders	$	(10,269	)	$	51,734		$	(94,293	)	$	(133,581	)	$	(50,609	)

4

	For the Years Ended December 31,
	2009(1)			2010			2011			2012			2013
	(in thousands, except share, per share,  operating data and percentages)
Net income (loss) per share
-Basic	$	(0.04	)	$	0.22		$	(0.39	)	$	(0.55	)	$	(0.20	)
-Diluted	$	(0.04	)	$	0.21		$	(0.39	)	$	(0.55	)	$	(0.20	)
Shares used in calculating
-basic income (loss) per share		239,366,840			240,545,811			240,701,253			240,701,253			255,102,003
-diluted income (loss) per share		239,366,840			262,009,223			240,701,253			240,701,253			255,102,003
Other Consolidated Financial Data
Gross margin		5.8	%		17.8	%		0.3	%		(0.4	%)		4.8	%
Consolidated Operating Data
Solar cells sold (in megawatts, or MW)		181.5			277.2			6.6			12.0			29.3
Average selling price of solar cells (in $ per watt)	$	1.36		$	1.35		$	0.84		$	0.29		$	0.15
Solar modules sold (in MW)		8.3			67.2			411.5			379.0			548.1
Average selling price of solar modules (in $ per watt)	$	1.87		$	1.92		$	1.36		$	0.74		$	0.61

(1) Reflects the adjustment for share-lending arrangement retrospectively. Please refer to Note 9 of our audited consolidated financial statements included in this annual report.

(2) Our module shipments in 2013 included 70.4MW module processed under OEM arrangements and 5MW module delivered to one of our solar projects in the United Kingdom. Our cell shipments in 2013 included cell processed under OEM arrangement of 19.4MW.

	As of December 31,
	2009		2010		2011		2012		2013
	(in thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents	$	123,855	$	106,468	$	209,479	$	183,312	$	54,296
Restricted cash		55,678		84,988		84,435		226,611		194,196
Accounts receivable, net		15,292		65,581		152,286		77,189		81,405
Advances to suppliers, net		184		8,503		5,419		5,320		7,193
Amounts due from related parties		22,103		42,578		634		67,007		83,987
Inventories		22,645		72,335		43,977		83,856		44,658
Total current assets		246,684		407,597		561,349		678,471		500,050
Property, plant and equipment, net		93,790		111,629		164,535		205,707		223,624
Total assets		373,789		578,079		809,909		923,085		764,653
Short-term bank borrowings	$	102,516	$	139,530	$	286,888	$	463,554	$	304,827
Current portion of long-term borrowing		—		—		35,329		48,865		35,428
Accounts payable		27,411		51,646		47,720		128,347		97,029
Amounts due to related parties		2,369		2,463		57,610		70,582		11,798
Convertible senior notes		—		—		—		1,500		—
Total current liabilities		139,063		246,376		498,575		771,698		512,496

5

	As of December 31,
	2009		2010		2011		2012		2013
	(in thousands, except share and per share data)
Long-term bank borrowings		—		30,199		125,439		122,859		265,976
Convertible senior notes		44,000		44,000		27,500		—		—
Total equity		167,719		226,809		139,086		6,320		(44,386	)
Total liabilities and equity		373,789		578,079		809,909		923,085		764,653

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

Risks Related to Our Company and Our Industry

We are operating with a significant working capital deficit, and may experience continued difficulty in collecting accounts receivable; if we do not successfully execute our liquidity and other business plans, we face the risk of not being able to continue as a going concern.

We operated with significant loss and negative operating cash flow for the years ended December 31, 2011, 2012 and 2013. As of December 31, 2013, we had a working capital deficit (total consolidated current liabilities exceeding total consolidated current assets) of $12.4 million. As of the same date, while we had cash and cash equivalents of $54.3 million, and restricted cash of $194.2 million, we had short-term bank borrowings of $304.8 million, all due within one year and the current portion of long-term debt amounting to $35.4 million. We incurred an operating loss of $105.7 million and $37.2 million for the years ended December 31, 2012 and 2013, respectively.

In addition, the solar industry is being negatively impacted by a number of factors including, among other things, supply-demand imbalance, high inventory levels in the industry, reduction of government incentives in key solar markets and import tariffs. These factors have contributed to declining average selling prices for our solar power products. For example, the average selling price per watt of our solar modules has fallen from $1.92 in 2010 to $0.74 in 2012, and further decreased to $0.61 in 2013. All these circumstances raise doubt about our ability to continue as a going concern.

We are in need of additional funding to sustain our business as a going concern, and we have formulated a plan to address our liquidity problem. Our liquidity plan includes:

· obtaining additional bank financing;

· using available credit facilities to roll-forward short-term borrowings;

· obtaining funding from the issuance of additional equity or debt, subject to market conditions; and

· reorganization of our business.

Historically, we have renewed or rolled over most of our short-term bank loans upon the maturity date of such loans. In the first quarter of 2014, we renewed short-term bank borrowings of $93.9 million. However, we cannot assure you that we will be able to refinance our short-term bank borrowings as they become due, or will be able to successfully execute our liquidity plan. If we do not successfully execute them, we may not be able to continue as a going concern. The failure of any of liquidity plan events could materially and adversely affect our financial condition, results of operations and business prospects.

6

Volatile market and industry trends, in particular, changes in demand for solar power products and continued downward pressure on the prices of solar power products could reduce our revenues and profitability.

We are affected by solar power market and industry trends. From the fourth quarter of 2008 to the first quarter of 2009, the global solar power industry experienced a precipitous decline in demand. During the same period, the global supply of solar power products exceeded global demand as a result of the global economic downturn. Such oversupply of solar power products contributed to the decline in the average selling price of our solar power products, including our solar cells and solar modules.

After significant price movements in 2009, relative stability returned to the industry during 2010 mainly due to global economic conditions. In 2011, the market demand and total shipments increased but the average selling price of solar power products declined because of an over-supply of solar power products driven by increased manufacturing capacity. In 2012, the continued supply-demand imbalance, high inventory levels in the industry and irrational pricing practices as a result of fierce market competition caused rapid decline in the average selling price of solar power products. In 2013, the average selling price of solar power products started to become relatively stable due to, among other things, improvement in imbalance of supply and demand.

According to Solarbuzz LLC, or Solarbuzz, the prices of solar modules will gradually decline in the following years. The average selling price per watt of our solar modules has decreased from $0.74 in 2012 to $0.61 in 2013. We have taken a series of measures in response to the challenging market environment, including relocation of certain solar power product manufacturing facilities overseas and diversifying our sales into new geographies. However, we can’t assure you that these measures will effectively save our costs or boost our revenues. If the prices of our products continue to decline, or we are unable to lower our costs in line with price declines, whether through increasing manufacturing efficiency, securing raw materials at lower costs or technological advances, our revenues and profitability would be materially and adversely affected.

We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity.

As of December 31, 2013, we had $54.3 million in cash and cash equivalents, $194.2 million in restricted cash, and we had $606.2 million in outstanding borrowings, of which approximately $340.3 million will be due within one year. The amount of our borrowings could constrain our operational flexibility, including requiring a substantial portion of our cash flows to be set aside to service our debt obligations, increasing our exposure to interest rate fluctuations and limiting our ability to obtain additional financing. Furthermore, since early 2011, the People’s Bank of China has raised the reserve requirement ratio several times to curb inflation and regulate the real property market, which caused a decrease in overall market liquidity. However, since December 2011, the People’s Bank of China has begun to decrease the statutory deposit reserve ratio and benchmark interest rate in an effort to maintain the pace of economic growth. We can’t assure you that the relatively low statutory deposit reserve ratio and benchmark interest rate will continue. Any future turmoil in the global or PRC credit markets and the subsequent impact on the liquidity of financial institutions may further adversely affect our ability to fund our business through borrowings, under either existing or newly created instruments in the public or private markets on terms that we believe to be reasonable, if at all. We cannot assure you that we will be able to obtain extensions of our facilities as they mature. If we are unable to obtain extensions of certain existing facilities, or if we are unable to obtain sufficient alternative funding on reasonable terms to make repayments, we will have to repay these borrowings with cash generated by our operating activities. We cannot assure you that our business will generate sufficient cash flows from operations to repay these borrowings. In addition, repaying these borrowings with cash generated by our operating activities will divert our financial resources from the requirements of our ongoing operations and future growth.

In addition, we may also need a significant amount of cash to meet future capital requirements in connection with our business plan in order to remain competitive. Future acquisitions, expansions, market changes or other developments may also require additional funds. If we fail to effectively manage our cash flows from operations and borrowings to support our cash flow requirements, or fail to comply with use of facilities as required by our loan arrangements, we may encounter difficulty in maintaining our liquidity, which would have a material adverse effect on our business, financial condition and future prospects.

We have been exposed and will continue to be exposed to credit risk of our customers.

We historically required our customers to make an advance payment of a certain percentage of their orders, a business practice that helped us to manage our accounts receivable, prepay our suppliers and reduce the amount of funds that we needed to finance our working capital requirements. In line with market trends, this practice has declined, and has resulted in our increased need to obtain additional short-term borrowings to fund our current cash requirements.

Given the general economy, particularly the tightening of credit markets, we have extended credit to certain customers or provided them with improved credit terms, including increasing credit limits and extending the time period before payments are due, ultimately increasing our accounts receivable and exposure to credit risks of our customers. As of December 31, 2012 and 2013, outstanding accounts receivable balance from customers representing 10% or more of total gross accounts receivable accounted for approximately 22% and 33%, respectively, of our total gross outstanding accounts receivable. Our accounts receivable decreased significantly from $152.3 million as of December 31, 2011 to $77.2 million as of December 31, 2012 and slightly increased to $81.4 million as of December 31, 2013, while our balance of provision for doubtful accounts increased from $15.9 million in 2011 to $63.0 million in 2012 and further increased to $64.9 million in 2013. For example, we recorded provision for doubtful accounts of $30.6 million in 2012 as our management determined that the possibility of collecting the accounts receivable from one of our customers, Ecoware S.P.A., or Ecoware, became remote. In 2011, we entered into a series of contracts with Ecoware, an Italian company specializing in PV technologies, under which, among other things, we supplied solar modules to Ecoware engaged Ecoware to construct several solar power projects for us and purchased all equity interest in a company holding interests in several solar projects. Ecoware’s parent company, Aión Renewables S.p.A., or Aión, agreed to guarantee Ecoware’s performance under many of these contracts. Ecoware and Aión have been declared bankrupt by Italian courts on March 28, 2013 and March 15, 2013, respectively. As of the date of this annual report, Ecoware is still in the process of liquidation. At this stage, we can’t assure you whether we will be able to recover any of our advances and other payments that Ecoware owed to us under these contracts, as well as any damages we suffer. These legal proceedings may be time-consuming and costly, and could distract our management’s attention from our ordinary business, which may affect our results of operations, business and prospects negatively.

We have recently started to require collaterals and securities from most of our customers to whom we granted credit terms, and we plan to reduce our revenues derived from credit sales as a percentage of our total net revenues in 2014. However, we can’t assure you that we will be able to obtain collaterals and securities from our customers or effectively reduce percentage of credit sales as planned. We are also exposed to the credit risk of new customers with whom we have not had extensive business dealings historically. If our customers fail to meet their payment obligations or the collaterals and securities provided are not sufficient, our financial position, liquidity and results of operations would be materially and adversely affected.

7

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our common shares may, therefore, be adversely impacted.

As a public company in the United States subject to the Sarbanes-Oxley Act of 2002, Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. Our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

There have been historical deficiencies with our internal controls. In connection with the audit of our financial statements as of and for the year ended December 31, 2009, we identified a significant deficiency in our internal financial reporting procedure relating to the internal communications between our legal and finance department, and we have remediated this significant deficiency subsequently in 2010. In connection with the preparation of this annual report on Form 20-F, we carried out an evaluation of the effectiveness of our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting for the period covered by this annual report and has concluded that as of December 31, 2013, our disclosure controls and procedures and our internal control over financial reporting were not effective due to existence of certain material weakness. See “Item 15. Controls and Procedures.” As a result of the identification of the material weakness, we adopted and implemented remedial measures designed to enhance our internal control over financial reporting. These remedial measures and any future enhancements, however, may not be adequate to prevent similar incidents from occurring or otherwise ensure that our internal controls are effective. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We have expanded into solar module businesses and plan to continue our integration strategy. Any failure to successfully implement this strategy could have a material adverse effect on our growth, business prospects and results of operations.

On November 1, 2010, we completed the acquisition of SST and NRE, both of which were our related parties at the time of such transactions, from China Electric Equipment Group Co., Ltd., or CEEG, an entity controlled by Mr. Tingxiu Lu, and Sundex Holdings Limited, a company not affiliated with us, for total consideration of approximately RMB308.0 million ($48.9 million). SST and NRE integrate the research and development, production, sales and servicing of solar modules, with total annual production capacities of 1,155 MW as of December 31, 2013. The acquisitions facilitated the implementation of our strategy to expand into solar module business.

However, our ability to successfully implement this strategy is subject to various risks and uncertainties, including:

· our ability to compete effectively with other companies engaging in similar business;

· the level of demand for solar module products;

· our possible lack of competitiveness in product quality and cost structure for the solar module business;

· the solar module business typically has longer cash conversion cycles with respect to our inventory and therefore results in our longer accounts receivable turnover time;

· our expanded warranty liabilities associated with the solar module business, with the warranty period for solar modules lasting for 10 to 25 years in various situations, which results in higher warranty costs compared to those relating to sale of solar cells;

· the need for additional capital to finance our new business operations, which may not be available on reasonable terms or at all;

· our ability to maintain and develop relationships with solar module customers, including existing customers of the companies we acquired;

· our ability to offer module products in countries presenting cultural, language, regulatory or other barriers;

· our ability to integrate the companies we acquired;

· our ability to hire and retain staff with relevant experience in solar module business; and

· new risks associated with the solar module business yet to be fully understood by the industry and market.

Solar module business contributed 95.9% and 90.7% of our net revenues in 2012 and 2013, respectively, and is expected to continue to contribute most of our net revenues in the future. If we are unable to effectively manage these risks, we may not be able to successfully operate the new solar module business and achieve the expected value of our business integration strategy. We may fail to recoup our investment, and our business, competitiveness and results of operations could be materially and adversely affected.

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The acquisitions and our implementation of the strategy of expanding into solar module businesses resulted in substantial changes to our business, including, among others, the change in our customer base, from primarily module manufacturers and system integrators purchasing solar cells to primarily system integrators, solar power project developers and solar power product distributor. We have limited experience engaging in the solar module businesses and may not be successful in establishing a strong reputation in the market. Moreover, this sector of the solar power industry is rapidly evolving and is becoming increasingly competitive. We cannot predict whether, or how quickly, this market will grow.

Moreover, the change of product mix may adversely affect our overall gross margin as a percentage of our revenues. As we expanded into the solar module business, we may experience low gross margin for the sales of our solar module products in order to compete effectively in the market. We may not be able to improve the gross margin percentage of our solar module products to the same level as of our previous solar cell products. As we gradually increase sales of solar modules and if the average selling price of our solar power products continue to decline as a result of deteriorating market conditions, our overall gross margin could be adversely affected. All these could adversely affect our growth, business prospects and results of operations.

Significant reductions in feed-in tariffs and other forms of government subsidies and economic incentives for solar power applications may cause demand for our products and our revenues to decline.

We believe that the near-term growth of the solar power market depends in large part on the availability and size of government subsidies and economic incentives. The reduction or elimination of subsidies and economic incentives may adversely affect the growth of this market or result in increased price competition, either of which could cause our revenues to decline.

Today, when upfront system costs are factored into costs per kilowatt, the cost of solar power substantially exceeds the cost of power furnished by the electric utility grid in almost all locations. As a result, national and local governmental bodies in many countries have provided subsidies and economic incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to distributors, system integrators and manufacturers of solar power products in order to promote the use of solar energy in on-grid applications and to reduce dependence on other forms of energy.

As the solar power industry continues to develop, policy shifts could reduce or eliminate these government economic incentives altogether. For example, according to Solarbuzz, the German government scheduled a tariff reduction in January 2011, retained an annual basic reduction of 9% at year-end and further reduced its feed-in tariffs by over 30% for ground mounted systems and by approximately 20% for rooftop installations from April 1, 2012. As a result of continuing reduction of feed-in tariff in recent years, the demand for PV market in Germany declined in 2013 and is expected to continue to shrink in 2014. The Italian market was also overhung by the uncertainty over funding conditions, primarily due to the phasing-out of its solar industry funding scheme, the demand for Italian PV market continued to decline in 2013, reaching the lowest level since 2009. In addition, PV demand in Australia also experienced a sharp decrease in 2013 partly due to the cancellation of the carbon taxation, which potentially increased the difficulty for PV projects to obtain financing. Despite our sales derived from in Germany, Italy and Australia only accounted for approximately 19% of our total revenue in 2013, a significant reduction in the scope or discontinuation of government incentive programs, especially in our target markets, could have a material adverse effect on the demand for our solar power products as well as our results of operations.

We have a limited operating history and we have incurred losses in certain prior periods and may incur losses in the future.

We incurred net loss of $94.3 million, $133.6 million and $51.6 million in 2011, 2012 and 2013, respectively. We cannot assure you that we will not incur net losses in the future or that there will be any earnings or our revenue will not decline in any future periods. Our ability to maintain profitability depends on, among others, the growth rate of the solar power market, the continued global market acceptance of solar power products in general and our existing and future products in particular, our ability to secure quality raw materials, primarily silicon wafers, the pricing trend of solar power products, the competitiveness of our technology and products as well as our ability to provide new products to meet the demands of our customers, and our ability to control our costs and expenses. We may not be able to achieve or sustain profitability on a quarterly or annual basis.

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Furthermore, our limited operating history, especially in the solar module business which we have not expanded into until the fourth quarter of 2010 may not provide a meaningful basis for evaluating our business, financial performance and prospects. Accordingly, even though we achieved growth or profitability during certain prior periods, you should not rely on our results of operations for any prior periods as an indication of our future performance. You should consider our business and prospects in light of the risks, expenses and challenges that we have as a company with a limited operating history seeking to develop and manufacture new products in a rapidly evolving market.

Our dependence on a limited number of third-party suppliers for key raw materials and solar cells and customized manufacturing equipment could prevent us from timely delivering our products to our customers in the required quantities, which could result in order cancellations and decreased revenue.

We purchase silicon wafers, which are our key raw materials, and some of the solar cells used in our module manufacturing business from a limited number of third-party suppliers. Most of our supply contracts have terms of less than one year. If we fail to develop or maintain our relationships with major suppliers of silicon wafers or solar cells, we may be unable to manufacture our products or manufacture our products at a higher cost or deliver our products after a long delay. We could also be prevented from delivering our products to our customers in the required quantities and at prices that are profitable. Problems of this kind could cause order cancellations and loss of market share. Historically, we encountered problems with respect to the quality of silicon raw material supplied by some of our suppliers, which resulted in lower conversion efficiencies of our solar cells. In the past, some of our suppliers have failed to perform their delivery obligations because of volatile market prices.

The failure of any major supplier to supply silicon wafers or solar cells that meet our quality, quantity and cost requirements in a timely manner could impair our ability to manufacture our products and could increase our costs, particularly if we are unable to obtain these materials and components from alternative sources on a timely basis or on commercially reasonable terms. The pricing terms under our raw material supply framework agreements generally are to be determined based on future negotiations. If we cannot agree on pricing terms with those suppliers in the future, those agreements will not be enforceable and we would then need to seek alternative supplies. In such an event, we may not be able to secure sufficient alternative supplies.

In addition, certain of our cell manufacturing equipment has been designed and made specifically for us. As a result, such equipment is not readily available from multiple vendors and would be difficult to repair or replace. Any significant damage to, or breakdown of, our customized manufacturing equipment could cause material interruptions to our operations and consequentially could have a material adverse effect on our business and results of operations.

Difficult global economic conditions and credit environment may adversely affect the demand for our products.

The demand for solar power products is influenced by macroeconomic factors, such as global economic conditions, the supply and price of other energy products, as well as government regulations and policies concerning the electric utility industry. The global financial markets experienced a downturn in 2008, and since most of the world’s major economies have experienced a period of slow economic growth. The global economic downturn resulted in weakened market demand for products that require significant initial capital expenditures, including solar power products. The global economic downturn in several key solar power markets resulted in fewer investments in new installation projects that make use of solar power products. Existing projects may also be delayed as a result of the tightened credit for project financing and other disruptions. The unfavorable credit environment, which affects the ability of investors to obtain financing for their projects, also negatively impacted the solar project market. Furthermore, a decrease in the price of other energy products, such as oil, coal and natural gas, could reduce demand for alternative forms of energy, such as solar energy and may reduce the urgency of the market to invest in alternative energy. These macroeconomic factors resulted in the demand for our solar power products increasing at a rate lower than our expectation, and adversely affected our operating results. In 2011, 2012 and 2013, partly due to the impact of global financial market disruption and economic slowdown, some of our customers cancelled or delayed orders for our products.

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In addition, a variety of factors, including concerns about the viability of the European Union and the Euro, uncertainty in the U.S. economy’s ability to regain its growth momentum and slowing growth of the China economy, could cause further disruptions to the global economy. If these macroeconomic factors deteriorate again, the demand for our products will be materially and adversely affected.

The availability and price of silicon raw materials may affect our gross margins and profitability.

Polysilicon is an essential raw material in our production of solar power products. The procurement costs of silicon wafers and other silicon-based raw materials have accounted for a large portion of our cost of revenues since we began our commercial production of solar cells in August 2005. From early 2007 to the fourth quarter of 2008, mainly due to growing demand for solar power products and limited supply of polysilicon, there was an industry-wide shortage of polysilicon, which resulted in increasing polysilicon price. From late 2008 to the second half of 2009, however, there was an industry-wide excess supply of polysilicon, primarily due to increased supply from both existing polysilicon manufacturers and new entrants and weakened demand from the end market. As a result, polysilicon spot prices fell significantly from late 2008 to the second half of 2009, before stabilizing in 2010. In 2011, polysilicon price remained stable and moderately declined in the first three quarters, but collapsed in the fourth quarter of 2011. According to Solarbuzz, an independent solar energy research and consulting firm, the average selling price of polysilicon declined from $24.7 per kilogram in 2012 to $19.8 per kilogram in 2013.

However, we cannot assure you that the price of polysilicon will continue to decline or remain at its current level. Increases in the price of polysilicon have in the past resulted in increases in the price of wafers, and these increases in the price of silicon raw materials have in the past increased our production costs. Due to the volatile market prices, we cannot assure you that the price of polysilicon will remain at its current levels, especially when the global solar power market regains its growth momentum. Moreover, if the industry-wide shortage of polysilicon happens again, we may experience late or non-delivery from suppliers and purchase silicon raw materials of lower grade quality that may result in lower conversion efficiencies and reduce our average selling prices and revenues.

On July 18, 2013, China’s Ministry of Commerce announced that it would enact preliminary tariffs on imports of solar-grade polysilicon at rates up to 57% for U.S. suppliers and 48.7% for South Korean suppliers. While we these tariffs do not materially increase our cost of production as we do not source any significant amount of our polysilicon from the United States or South Korea currently, we cannot guarantee that we won’t source polysilicon from these countries going forward. In this case, such anti-dumping and anti-subsidy duties (whether provisional or final) imposed by China’s Ministry of Commerce may increase our cost of production for solar modules. To the extent we are not able to pass any increased costs on to our customers, we may be 12 placed at a competitive disadvantage vis-à-vis our competitors, and our business, cash flows, financial condition and results of operations may be materially and adversely affected.

Our costs and expenses may increase as a result of entering into firm purchase commitment arrangements with our suppliers.

In response to the industry-wide shortage of silicon raw materials prior to the third quarter of 2008, we purchased silicon raw materials using short-term and long-term contracts from a limited number of international and domestic suppliers. Currently we use both short-term and long-term contracts to secure our silicon raw materials supply, and the long-term contracts accounted for approximately 28.1% of all the silicon raw materials that we purchased in 2013. Certain long-term contract provides for firm purchase commitments, under which we undertook to procure a certain percentage of our total silicon wafer requirement from the supplier each year during the term of the contract. Such firm purchase commitments may impair our ability to purchase silicon raw materials from other suppliers on more favorable terms, which may increase our procurement cost. To the extent we are not able to pass the increased costs and expenses on to our customers, our business, financial condition and results of operations may be materially and adversely affected.

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Our advance payments to most of our raw material suppliers expose us to the credit risk of these suppliers, and if these suppliers default in delivery or refunding the payment, our financial condition, results of operations and liquidity may be adversely affected.

Under the supply contracts we entered into with some of our silicon raw material suppliers, we made prepayments in order to maintain our relationship and preferential price with qualified suppliers. As of December 31, 2013, our prepayments to suppliers was approximately $12.0 million. In addition, we depend on a limited number of suppliers and we may continue to be required to make such prepayments without receiving collateral in the future. As a result, our claims for such prepayments would rank only as unsecured claims, exposing us to the credit risks of the suppliers in the event of their insolvency or bankruptcy. We may not be able to recover such prepayments and would suffer losses should the suppliers fail to fulfill their delivery obligations under the contracts.

Our dependence on a limited number of customers may cause significant fluctuations or declines in our revenues.

We currently expect that our results of operations will, for the foreseeable future, continue to depend on the sale of our solar modules to a relatively small number of customers until we become successful in significantly expanding our customer base or diversifying product offerings. In 2013, approximately 30.4% of our net revenues were derived from sales of solar power products to our top five customers. We have competitors who may have stronger relationships or may enter into exclusive relationships with some of the key distributors or system integrators to whom we sell our products. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of their products than we can. We cannot assure you that we will continue to generate significant revenues from these customers or that we will be able to maintain these customer relationships. The loss of one or more of our significant customers and reduced or cancelled orders from one or more of our significant customers may cause material fluctuations or declines in our revenues.

We anticipate that our dependence on a limited number of customers will continue in the foreseeable future. Consequently, any one of the following events may cause material fluctuations or declines in our revenues:

· reduction, delay or cancellation of orders from one or more of our significant customers;

· loss of one or more of our significant customers and our failure to identify additional or replacement customers; and

· failure of any of our significant customers to make timely payment for our products.

Measures such as initiation of anti-dumping and anti-subsidy proceedings and imposition of anti-dumping and/or countervailing duties by governments in our overseas markets could materially and adversely affect our export sales.

Anti-dumping and anti-subsidy proceedings have been initiated in the United States and European Union in relation to imports of Chinese solar power products. These proceedings may result in the imposition of anti-dumping or countervailing duties, or a combination of the foregoing. These and other similar measures could trigger trade disputes in the international solar power product markets. While other countries that we sell our products to have not initiated similar investigations or proceedings, we cannot guarantee that our sales to overseas markets will not increase the risk of protectionist investigations or proceedings against us.

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In October 2011, SolarWorld Industries America Inc. filed a petition with the U.S. International Trade Commission (“ITC”) and U.S. Department of Commerce (“DOC”), claiming that Chinese photovoltaic, or PV, manufacturers are unfairly dumping products at below cost to capture U.S. market share and that Chinese producers are benefitting from massive government subsidies. We were not included as one of the mandatory respondent companies to the United States government’s countervailing investigations. On March 20, 2012, a preliminary determination was issued with an average countervailing duty rate of 3.61% applicable to China Sunergy solar cells produced in China that are imported, including as part of modules or panels, into the United States. The DOC also preliminarily determined that the countervailing and anti-dumping duty investigations apply only to solar cells made in China, as well as panels and modules, regardless of where manufactured, incorporating such cells. The investigations would not apply to panels or modules made in China of which solar cells are manufactured in a third country. We were not selected as a mandatory respondent to the anti-dumping investigation and participated in this case as a separate rate respondent. The DOC and ITC have made their final determinations on October 9, 2012 and November 7, 2012, respectively, with the anti-dumping order and countervailing order issued on December 7, 2012. From that date forward, we are subject to an anti-dumping duty at the rate of 25.96% and a countervailing duty at the rate of 15.24% for our solar cells produced in China that are imported, including as part of modules or panels, into the United States. The determinations trigger deposit requirements at the final rates on imports into the United States, which could be substantial, as to our affiliated U.S. import operations and increase our cost of selling into the United States and thus could adversely impact our export sales to the United States. PRC respondent companies are entitled to an opportunity to contest the determinations in the relevant U.S. court, but it is unclear whether they will do so and what the outcome might be. If the determinations are not contested or contested unsuccessfully, duties are applied retroactively on imports entered into the United States from the time of the preliminary determinations, which will materially and adversely affect our current and future sales in the United States.

On September 6, 2012 and November 8, 2012, respectively, the European Commission announced the initiation of an anti-dumping investigation and an anti-subsidy investigation concerning imports into the European Union of crystalline silicon PV modules and key components originating in China. Further, on March 6, 2013, the European Commission also moved to require registration of imports of silicon PV modules and key components into the European Union from China. On June 6, 2013, the European Union imposed provisional anti-dumping duties on Chinese solar panels at the starting rate of 11.8% until August 5, 2013, and followed by an increased rate averaging 47.6%. On July 27, 2013, the European Union and Chinese trade negotiators announced that a price undertaking has been reached pursuant to which Chinese manufacturers would limit their exports of solar panels to the European Union and for no less than a minimum price, in exchange for the European Union’s agreeing to forgo the imposition of anti-dumping duties on these solar panels from China. The China Chamber of Commerce for Import and Export of Machinery and Electronic Products, or CCCME, is responsible for allocating the quota among these exporters, and we have been allocated a portion of the quota. The offer was approved by the European Commission on August 2, 2013. Solar panels imported exceeding the annual quota will be subject to anti-dumping duties. On December 5, 2013, the European Council announced its final decision imposing definitive antidumping and anti-subsidy duties on imports of crystalline silicon PV cells and modules originating from or consigned from China. An average duty of 47.7%, consisting of the anti-dumping and anti-subsidy duties, will be applied for a period of two years beginning on December 6, 2013 to Chinese solar panel exporters who cooperated with the European Commission’s investigations. We are subject to anti-dumping duty at a rate of 41.3% and anti-subsidies duty at a rate of 6.4%. On the same day, the European Commission announced its decision to confirm the acceptance of the price undertaking offered by Chinese export producers in connection with the anti-dumping proceeding and to extend the price undertaking to the anti-subsidy proceeding, which will exempt them from both anti-dumping and anti-subsidy duties.

We are one of the China-based companies who produce and export crystalline silicon PV modules and key components to the European Union. Our revenues from sales in the European countries, as a percentage of our total net revenues, represent 72.0%, 71.1% and 47.2% in 2011, 2012 and 2013, respectively. While we are exempted from paying any anti-dumping and anti-subsidy duties to the European Union starting from August 6, 2013, the increased selling price and the reduced consumption on the European market under the price undertaking could bring significant uncertainties to our business in the European market. For example, some of our customers in Europe are unwilling to purchase our products at a higher price or to accept other restrictions imposed on us by the price undertaking. In addition, if we breach or withdraw from the price undertaking, or the European Commission withdraws its acceptance of the price undertaking, the anti-dumping and anti-subsidy duties will automatically apply to us. Thus, there can be no assurance that our entry into and performance of the price undertaking will eliminate potential material adverse effects of anti-dumping and anti-subsidy duties on our business in Europe and our results of operation. In addition, we cannot assure you that there will not be similar actions taken in the future in other countries or areas against Chinese-made solar power products. If other countries or areas initiate anti-dumping or anti-subsidy investigation against Chinese exporters or imposes anti-dumping or anti-subsidy measures, including increasing tariffs on solar power product imported from China, or price undertaking, our export to such countries or areas could be materially and adversely affected.

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Though our policy is that all of our export sales comply with international trade practices, we cannot guarantee that the government agencies in the jurisdictions in which actions are brought will reach the same conclusion. Violations of anti-dumping and countervailing duty laws can result in additional duties imposed on imports of our products into these countries, which increase our costs of accessing potential markets. If duties are imposed on our PRC-manufactured products, we would have to adjust our business strategy for selling into these jurisdictions, including moving part of our manufacturing operations overseas. Any change in our business strategy would create a number of operational and legal uncertainties. Any of the above scenarios could materially and adversely impact our sales, thereby limiting our opportunities for growth.

If we are unable to maintain a high utilization rate of our manufacturing capacity, our operating margins may decline substantially.

Our ability to achieve profitability depends in part on our ability to maintain a high utilization rate of our manufacturing capacity. With the slowed growth of the solar power market, it is more difficult for us to obtain enough orders for the solar power products that we are capable of producing. If we are unable to obtain sufficient orders for our products, procure sufficient raw materials, or if we experience any material equipment failure, then we will not be able to maintain a high utilization rate of our manufacturing capacity. As we incur fixed costs associated with our facilities and equipment whether they are being utilized, operating at less than full utilization results in expenses without corresponding revenue, which may reduce our operating margins.

Because the markets in which we compete are highly competitive and many of our competitors have greater resources than we do, we may not be able to compete successfully and we may lose or be unable to gain market share.

The market for solar power products is highly competitive and continually evolving. We expect to face increased competition, which may result in price reductions, reduced margins or loss of market share. Our competitors include crystalline based solar cell and module manufacturers such as SunPower Corporation, Trina Solar Limited, Yingli Green Energy Holding Company Limited, Canadian Solar Inc., Hanwha SolarOne Co., Ltd., Jinko Solar Holding Co., Ltd. and ReneSola Ltd.

Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. Their greater size in some cases provides them with a competitive advantage with respect to manufacturing costs due to their economies of scale and their ability to purchase raw materials at lower prices. Many of our competitors also have more established distribution networks and larger customer bases. In addition, they have well-established relationships with our customers and have extensive knowledge of our target markets. As a result, they may be able to devote greater resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. It is possible that new competitors or alliances among existing competitors will emerge and rapidly acquire significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

Decreases in polysilicon prices and increases in solar power product manufacturing capacity could result in substantial downward pressure on the price of solar power products and intensify competition we face. If these negative market and industry trends continue and demand for solar power products and solar power projects weakens, our business and results of operations may be materially and adversely affected. We may also face new competition from thin-film solar manufacturers which may provide more cost-efficient solar technologies for end customers and semiconductor manufacturers, several of which have already announced their intention to start production of solar power products. In addition, the entire solar power industry faces competition from conventional and non-solar renewable energy technologies. Due to relatively high manufacturing costs compared to most other energy sources, solar energy is generally not competitive without government subsidies and economic incentives.

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Project development or construction activities may not be successful and projects under development may not receive required permits or construction may not commence as scheduled, which could increase our costs and impair our ability to recover our investments. In addition, we may not be able to sell the solar power projects we developed under commercially acceptable terms, or at all.

In 2012, we began entering into arrangements to invest in solar power projects. We acquired equity interests in two special purpose vehicles, or SPVs, which were established to hold the assets and assume the liabilities for two solar power projects in the United Kingdom. Through a series of contractual arrangements, we, among other things, supply all solar modules and other related products to each SPV, arrange the construction of the solar power project owned by each SPV and have substantive management rights and oversight in each SPV. These solar power projects were connected to the grid and begun to generate power in March and April, 2013, respectively. The solar power project which was connected to the grid in March 2013 was sold to a third party purchaser in later 2013. Going forward, we may incorporate more solar power project companies in China and other overseas markets, such as Turkey and sell them to suitable purchasers depending on, among other things, market conditions and return in investment.

The development of solar power projects and construction of solar energy facilities involve numerous risks and potential delays. We may be required to spend significant sums for preliminary engineering, legal, and other expenses before we can determine whether a project is feasible, economically attractive or capable of being built. Success in developing a particular project is contingent upon, among other things:

· negotiation of satisfactory engineering, procurement and construction agreements;

· receipt of required governmental permits and approvals, including the right to interconnect to the electric grid;

· payment of interconnection and other deposits (some of which are non-refundable);

· obtaining construction financing; and

· timely implementation and satisfactory completion of construction.

Successful completion of a particular project may be adversely affected by numerous factors, including:

· delays in obtaining required governmental permits and approvals;

· uncertainties relating to land costs for projects on land subject to governmental approval;

· unforeseen taxes, engineering problems, or other issues;

· construction delays and contractor performance shortfalls;

· work stoppages;

· cost over-runs;

· equipment and materials supply;

· adverse weather conditions; and

· environmental and geological conditions.

In addition, we may not be able to sell the solar power projects we develop under commercially acceptable terms, or at all, which will have a material and adverse affect on our business, results of operation and financial condition.

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If solar power technology is not suitable for widespread adoption, or if sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, our revenues may suffer, and we may be unable to achieve or sustain our profitability.

The solar power market is at a relatively early stage of development. Historical and current market data on the solar power industry are not as readily available as those for other more established industries where trends can be assessed more reliably from data gathered over a longer period of time. In addition, demand for solar power products may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of solar power technology and demand for solar power products, including:

· cost-effectiveness, performance and reliability of solar power products compared to conventional and other renewable energy sources and products;

· availability of government subsidies, incentives to support the development of the solar power industry and trade barrier or barrier to entry set by foreign governments;

· success of other alternative energy generation technologies, such as wind power, hydroelectric power and biomass;

· fluctuations in economic and market conditions that affect the viability of conventional and other renewable energy sources, such as increases or decreases in the prices of oil and other fossil fuels or decreases in capital expenditures by end users of solar power products;

· capital expenditures by end users of solar power products, which tend to decrease when the economy slows down; and

· deregulation of the electric power industry and the broader energy industry.

If solar power technology is not viable for widespread adoption or sufficient demand for solar power products does not develop or develops to a lesser extent than we anticipate, our revenues may suffer and we may be unable to sustain our profitability.

Advances in solar power technology could render our products uncompetitive or obsolete, which could reduce our market share and cause our sales and profits to decline.

The solar power market is characterized by evolving technological standards that require improved features, such as higher conversion efficiencies and higher power output. This requires us to develop new solar power products and enhancements for existing solar power products to keep pace with evolving industry standards and changing customer requirements. For example, currently we are focused on crystalline silicon technology, which today is the primary technology used by most solar cell and module manufacturers. Some overseas producers have developed alternative forms of solar power technologies, such as thin-film technologies. Failure to further refine our technology and to develop and introduce new solar power products could cause our products to become uncompetitive or obsolete, which could reduce our market share and cause our revenues to decline. We will need to invest significant financial resources in research and development to maintain our market position, keep pace with technological advances in the solar power industry and effectively compete in the future.

If our future innovations fail to enable us to maintain or improve our competitive position, we may lose market share. If we are unable to successfully design, develop and bring to market competitive new solar power products or enhance our existing solar power products, we may not be able to compete successfully. Competing solar power technologies may have lower manufacturing costs or higher product performance than those expected from our solar power products. In addition, if we, or our customers, are unable to manage product transitions, our business and results of operations would be negatively affected.

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We may not be successful in the commercial production of new products, which could limit our growth prospects.

We have invested significantly in research and development of solar power products technology in order to achieve high conversion efficiency required for our advanced solar cells and modules. We are currently upgrading technology for manufacturing QSAR™ solar power products, and in the process of obtaining major product certifications for the bi-facial solar power products. The conversion efficiency of our QSAR™ and Waratah solar cells may be generally higher than that of mainstream P-type solar cells. Our QSAR™ solar cells have been commercially shipped by June 2011 and we obtained the TUV certificates for QSAR™ solar modules in November 2011. We have also completed the development of our second generation of Waratah solar power products in the fourth quarter of 2012, which has an estimated conversion efficiency of 17.6%. In 2013, by using high-efficient poly-crystalline materials and through the improvement of manufacturing techniques, the conversion efficiency of our Waratah solar power products increased to approximately 17.8%. We have showcased and will continue to showcase our QSAR ™ solar modules and Waratah solar power products in the industrial conferences or trade fairs to enhance exposure of them to our potential customers. In addition, our new generation of high-efficient mono-crystalline solar cells, which combines our Waratah and QSAR cell technology in a new design structure, can achieve high conversion efficiency of up to 20.26% by using normal wafers. Also, our prototype of new high-efficient QSAR II module has successfully passed initial potential induced degradation tests, or PID tests, in Japan in 2013, demonstrating outstanding performance. However, we cannot assure you that we will be able to commercially manufacture our advanced solar cells and modules on a large scale in a cost effective way.

We may face significant challenges in manufacturing our new solar power products. Minor deviations in the manufacturing process can cause decreases in yield and cell conversion efficiencies. We may face difficulty in securing wafer supply for the manufacture of the new types of solar power products. If we are unable to commence manufacturing the new types of solar power products on a timely basis, or if we face technological difficulties in cost-efficiently producing the new types of solar power products with the expected performance on a stable level, or if we are unable to secure sufficient raw material supplies or generate sufficient customer demand for our new types of solar power products, our business and prospects may be adversely impacted.

We may also have difficulty in converting existing manufacturing lines or installing new manufacturing lines for the production of new products. These difficulties could arise from a number of reasons, including difficulties or delays in obtaining or installing equipment, adapting our production to new processes or training our personnel. We may also have difficulties in achieving the higher conversion efficiencies that we expect to achieve with these new products. Any of these difficulties may adversely affect our business, results of operations and financial condition.

We have experienced and will continue to experience difficulty in financing construction of our manufacturing and research and development facilities, which may negatively affect our business plan, results of operation and prospects.

We need a significant amount of cash to meet future capital requirements in connection with our business plan, including relocation of certain solar power product manufacturing facilities overseas, as well as research and development activities in order to remain competitive. However, supply-demand imbalance, high inventory levels and continued uncertainty of the PV market have caused continued decline in the average selling price of solar power products, which adversely affect our profitability and our ability to obtain additional bank borrowing to finance construction of our manufacturing and research and development facilities. For example, in 2012, due to lack of adequate funds, we have determined to delay certain of our planned constructions, including our new solar cell project in Yangzhou. We can’t assure you that we will be able to obtain adequate funds to finance our planned constructions or at all. Failure to commence or complete our planned construction as scheduled would negatively affect our business plan, results of operation and prospects.

Our future success, to some extent, depends on our ability to increase both our manufacturing capacity and total output, which exposes us to a number of risks and uncertainties.

Our future success, to some extent, depends on our ability to increase both our manufacturing capacity and total output. If we are unable to do so, we may be unable to expand our business, decrease our costs per watt, maintain our competitive position and improve our profitability. Our ability to establish additional manufacturing capacity and increase output is subject to significant risks and uncertainties, including:

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· the need to raise significant additional funds, which we may be unable to obtain on commercially viable terms or at all, to purchase raw materials and to build additional manufacturing facilities;

· delays and cost overruns as a result of a number of factors, many of which are beyond our control, such as increases in the price of silicon raw materials and problems with equipment vendors;

· delays or denial of required approvals by relevant government authorities;

· diversion of significant management attention;

· the ability to secure sufficient silicon raw materials, primarily silicon wafers, to support our expanded manufacturing capacity; and

· the recovery of global economy and demand for solar power products in overseas markets as influenced by the global economic downturn and its effects.

If we are unable to establish or successfully operate additional manufacturing capacity, or if we encounter any of the risks described above, we may be unable to expand our business as planned. Moreover, we cannot assure you that if we do expand our manufacturing capacity as planned, we will be able to generate sufficient customer demand for our solar power products to support our increased production levels.

We may experience difficulty in achieving acceptable yields and product performance as a result of manufacturing problems, which could negatively impact our future revenue.

The technology for the manufacture of solar power products is highly complex and is continually being modified in an effort to improve yields and product performance. The quality of the raw materials used, microscopic impurities such as dust and other contaminants, difficulties in the manufacturing process, or malfunctions of the equipment or facilities used can lower yields, cause quality control problems, interrupt production or result in losses of products in process.

Because our existing manufacturing capabilities are, and our future manufacturing capabilities will likely remain, concentrated in our manufacturing facilities in Nanjing and Shanghai, China, any problem in our facilities may limit our ability to manufacture products. We may encounter problems in our manufacturing facilities as a result of, among other things, production failures, construction delays, human errors, equipment malfunction or process contamination, which could seriously harm our operations. We may also experience floods, droughts, power losses and similar events beyond our control that would affect our facilities. For example, the unusually heavy snowstorms in the first quarter of 2008 disrupted our power supply and forced us to suspend our manufacturing operations for three weeks. In February 2011, a power loss to our Nanjing facility disrupted our entire manufacturing operation for three days, and continuously influenced part of our manufacturing operation for another three days, resulting in a total loss of production capacity of approximately 3.5 MW. In addition, our Shanghai facility experienced a power loss in 2012, which resulted in a disruption of our manufacturing operation causing certain of our solar cells and modules to be off-specification. Any disruption in our manufacturing process that forces us to shut down and restart our production causes a drop-off in production quality during the first two or three weeks after we resume production, which in turn reduces our yield as more of our output falls below our quality control standards during that period.

Our business depends substantially on the continuing efforts of our chairman, executive officers and key employees, and our business may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of Mr. Tingxiu Lu, our chairman, our executive officers and key employees, especially Dr. Jianhua Zhao, our chief technology officer, Mr. Stephen Zhifang Cai, our chief executive officer, and Dr. Aihua Wang, our vice president. In the past, certain of our executive officers and key employees resigned from their positions. Although we have successfully found replacements for these vacated positions in the past, we cannot assure you that we will continue to be able to find eligible candidates in the future if one or more of our executive officers or key employees are unable or unwilling to continue in their present positions.

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Although we believe that these changes of our management team did not materially affect our business operations in the past, if we lose the services of our executive officers or key employees due to their resignation, non-compliance with applicable law or any other reason in the future, especially if we cannot timely find replacements, our business may be severely disrupted, our financial conditions and results of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain personnel. If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose customers, suppliers, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement with us which contains non-competition provisions. However, if any dispute arises between our executive officers or our key employees and us, these agreements may not be enforceable in China, where these executive officers or our key employees reside, in light of the uncertainties with China’s legal system. See “—Risks Related to Doing Business in China—Uncertainties with respect to the Chinese legal system could have a material adverse effect on us.”

If we fail to manage our growth and deal with challenges in this industry effectively, our business may be adversely affected.

Historically, we experienced a period of rapid growth and expansion. However, in recent years, we experienced challenging market environment and industry-wide supply-demand imbalance. The fluctuation in our business has placed, and continues to place, significant strain on our management personnel, systems and resources. To accommodate our growth, we need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including improvements to our accounting and other internal management systems. To deal with challenges in the industry, we need to reduce operating costs, diversify our manufacturing and sales, and retain our key employees. All of which require substantial management efforts. We also will need to continue to expand, train, manage and motivate our workforce, manage our customer relationships and manage our relationships with raw material suppliers. All of these endeavors will require substantial management effort and skill and the incurrence of additional expenditures. If we fail to manage our growth effectively, that failure may have a material adverse effect on our business.

Future acquisitions may have an adverse effect on our ability to manage our business.

If we are presented with appropriate opportunities, we may acquire technologies, businesses or assets that are complementary to our business. For example, in November 2010, we completed the acquisition of SST and NRE. These and any future acquisitions may expose us to potential risks, including risks associated with the assimilation of new personnel, unforeseen or hidden liabilities, the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions. Any difficulties encountered in the acquisition and integration process may have an adverse effect on our ability to manage our business.

In light of our significant sales to customers outside China and relocation of certain of our manufacturing operations overseas, we face risks associated with the manufacturing, marketing, distribution and sale of our solar power products internationally, and if we are unable to effectively manage these risks, they could impair our ability to expand our business abroad.

Historically, we made a majority of our sales to customers located in China. In 2012 and 2013, we derived 90.0% and 69.3% of our net revenues from sales of our products to customers outside China. We expect to continue to derive substantial revenues from overseas markets such as European countries, Japan, India, Australia, United States and other countries and regions. The marketing, distribution and sale of our solar power products in the international markets expose us to a number of risks, including:

· fluctuations in currency exchange rates;

· increased costs associated with maintaining marketing efforts in various countries;

· difficulty and costs relating to compliance with the different commercial and legal requirements of the overseas markets in which we offer or plan to offer our products;

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· difficulty in engaging and retaining sales personnel who are knowledgeable about, and can function effectively in, overseas markets;

· failure to develop appropriate risk management and internal control structures tailored to overseas operations;

· failure to obtain or maintain certifications or intellectual property protection for our products or services in these markets;

· trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and

· demand for solar power products in overseas markets as influenced by worldwide credit crisis and its effects.

In addition, though all of our manufacturing operations were conducted in China historically, we have relocated some of them overseas. In January 2013, our manufacturing lines in Istanbul have started to produce solar modules.

Our business in foreign markets requires us to comply with various laws concerning, among other thing, manufacturing, labor, environmental protection and tax in the related jurisdictions, and respond timely and effectively to rapid changes in market conditions in the relevant countries. Our overall success as a global business depends, in part, on our ability to succeed in different legal, regulatory, economic, social and political conditions. We may not be able to develop and implement policies and strategies that will be effective in each location where we do business. A change in one or more of the factors described above may have a material adverse effect on our business, prospects, financial condition and results of operations.

If we are unable to attract, train and retain qualified personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain qualified personnel, particularly technical personnel with expertise in the solar power industry. Since our industry is characterized by high demand and intense competition for talent, there can be no assurance that we will be able to attract or retain the qualified technical staff or other highly- skilled employees that we will need to achieve our strategic objectives. As we are still a relatively young company and our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the growing demands of our business. If we are unable to attract and retain qualified personnel, our business may be materially and adversely affected.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards.

Our success depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to solar power technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. We may be subject to litigation involving claims of patent infringement or violation of other intellectual property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products, or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

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Failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

We rely primarily on trade secrets, patent laws and other contractual restrictions to protect our intellectual property. Nevertheless, these afford only limited protection, and the actions we take to protect our intellectual property rights may not be adequate to provide us with meaningful protection or commercial advantage. For example, as of the date of this annual report, we have 62 patents and 98 pending patent applications in China. However, we cannot assure you that in a legal proceeding the claims of our patents would be found valid or that the claims would be interpreted as having sufficient scope to protect the technology we consider important to our business, nor can we assure you that our patent applications will eventually issue with claims of sufficient scope to protect additional technology significant to our business. As a result, we may be unable to exclude third parties from using the technologies that we have developed and compete with us, which could have a material adverse effect on our business, financial condition or operating results.

In addition, litigation may be necessary to enforce our intellectual property rights. We cannot assure you that the outcome of such potential litigation will be in our favor. Such litigation may be costly and may divert management attention as well as divert other resources away from our business. Moreover, we have limited insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

Changes to existing regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products.

The market for electricity generation products is heavily influenced by government regulations and policies concerning the electric utility industry, as well as policies adopted by electric utilities. These regulations and policies often relate to electricity pricing and technical requirements regarding the interconnection between customer-owned electricity generation and the grid. In a number of countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our products. For example, without a regulatory mandated exception for solar power systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. These fees could increase the cost to customers of using our solar power products and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.

We anticipate that our products and their installation will be subject to oversight and regulation in accordance with national and local regulations relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual jurisdictions and to design products that comply with the varying standards. Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us or cause a significant reduction in demand for our solar power products.

Heightened environmental concerns and increased awareness of climate change risks associated with fossil fuel-based power generation have generated political momentum in many governments, which subsequently implemented strategies aimed at the reduction of emissions of carbon dioxide and certain other gases commonly referred to as “greenhouse gases.” Renewable energy sources such as solar power help address these environmental concerns, and governments around the world have implemented a variety of policy initiatives to accelerate the development and adoption of solar power. While passage of climate change legislation or other regulatory initiatives that regulate or restrict emissions of greenhouse gases may encourage use of solar power and accordingly increase demand for our products and services, this could cause us to incur additional direct costs in complying with any new environmental regulations during our manufacturing and research and development processes, as well as increased indirect costs resulting from our customers, suppliers or both incurring additional compliance costs which are subsequently passed on to us.

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Fluctuations in exchange rates could adversely affect our business.

The value of the RMB against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy caused the RMB to appreciate approximately 21.5% against the U.S. dollar over the following three years. However, from July 2008 until June 2010, the RMB traded stably within a narrow range against the U.S. dollar. In June 2010, the People’s Bank of China announced that the PRC government would reform the RMB exchange rate regime and increase the flexibility of the exchange rate. Between June 30, 2010 and December 30, 2011, the value of the RMB appreciated approximately 7.2% against the U.S. dollar. On April 16, 2012, the People’s Bank of China further enlarged the floating band of RMB’s trading prices against the U.S. dollar in the inter-bank spot foreign exchange market from 0.5% to 1% around the middle rate released by the China Foreign Exchange Trade System each day. There remains significant international pressure on the PRC government to adopt a more lenient RMB policy, which could result in further appreciation of RMB against other major currencies. It is difficult to predict how long the current situation may last and when and how RMB exchange rates may change going forward.

A major portion of our sales are denominated in Euros and U.S. dollars, with the remainder in RMB, while a substantial portion of our costs and expenses is denominated in RMB and U.S. dollars, with the remainder in Euros. Fluctuations in exchange rates, particularly among the U.S. dollars, RMB and Euros, may affect our net profit margins and could result in fluctuations in foreign currency exchange and operating gains and losses. Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. As of December 31, 2013, we had a RMB denominated cash balance of RMB1,275 million, a U.S. dollar denominated cash balance of $29 million, and a Euro denominated cash balance of €7 million. Assuming we had converted the RMB denominated cash balance of RMB1,275 million as of December 31, 2013 into U.S. dollar at the exchange rate of RMB 6.0537 for $1.00 as of December 31, 2013, this cash balance would have been $211 million. Assuming a further 1% appreciation of the U.S. dollar against the RMB, this cash balance would have decreased to $209 million as of December 31, 2013. Therefore, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, any appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. We incurred net foreign exchange loss of approximately $10.6 million in 2011, had net foreign exchange gain of approximately $0.4 million in 2012 and $1.4 million in 2013, respectively. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future. In addition, to the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our common shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. Furthermore, due to the fact that we are paid in Euros for a proportion of our sales, fluctuations in the exchange rate between the Euro and the RMB may also have a material effect on our results of operations.

Historically, we have entered into a series of foreign currency forward contracts with several commercial banks to hedge our exposure to foreign currency exchange risk. We may continue to enter into foreign currency forward contracts in the future. We do not use foreign currency forward contracts to hedge all of our foreign currency denominated commitments. As with all hedging instruments, there are risks associated with the use of foreign currency forward contracts. While the use of such foreign currency forward contracts provides us with protection from certain fluctuations in foreign currency exchange, we potentially forgo the benefits that might result from favorable fluctuations in foreign currency exchange. Any default by the counterparties to these transactions could adversely affect our financial condition and results of operations. Furthermore, these financial hedging transactions may not provide adequate protection against future foreign currency exchange rate fluctuations and, consequently, such fluctuations could adversely affect our financial condition and results of operations.

Noncompliance with present or future construction and environmental regulations may result in potentially significant monetary damages and fines.

In the past, we had begun constructing or operating facilities without having obtained all the necessary approvals on the construction or completion acceptance of our certain facilities from relevant PRC construction and environmental protection authorities. As of the date of this annual report, SST received two administrative penalties from Shanghai Songjiang Construction and Communication Committee for such noncompliance occurred in its construction and renovation of facility in Shanghai and we have paid the penalties in June 2011 and December 2012, respectively, and rectified the non-compliance in July 2011 and January 2013, respectively. However, if we are not able to obtain these approvals for the construction of our facilities in a timely manner in the future, we could be subject to, among other things, fines and suspension of production.

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As our manufacturing processes generate noise, waste water, gases and other industrial wastes, we are required to comply with all national and local regulations regarding protection of the environment. In addition, the National People’s Congress of China and the Chinese government have promulgated certain resolutions and regulations regarding climate change, which generally require enterprises to take actions to effectively manage the impact of climate change, develop renewable energy solutions and control emissions. Other than those discussed above, we believe we are in material compliance with present environmental protection requirements and regulations, and have all necessary environmental permits to conduct our business. However, if more stringent regulations are adopted in the future, the costs of compliance with such new regulations could be substantial. We believe that we have all of the permits necessary to conduct our business as it is presently conducted. If we fail to comply with present or future environmental regulations or if we fail to obtain the necessary permits or licenses for our newly established projects or our increased production capacity within the prescribed period as required by applicable laws or at all, we may be required to pay substantial fines, suspend production or cease operations. We use, generate and discharge toxic, volatile and otherwise hazardous chemicals and wastes in our research and development and manufacturing activities. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations.

We have limited insurance coverage and may incur losses resulting from product liability claims or operation interruption events.

As the insurance industry in China is still in an early stage of development, product liability insurance available in China offers limited coverage compared to that offered in many other countries. We are exposed to risks associated with product liability claims if the use of our solar power products results in injury, and we can not assure you that the product liability insurance is adequate. Since our products generate electricity, it is possible that users could be injured or killed by our products as a result of product malfunctions, defects, improper installation or other causes. We only began commercial shipment of our solar power products in August 2005, and, because of our limited operating history, we cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting negative publicity on our business. Currently, we do not maintain product liability insurances and business interruption insurances as we believe it is not the normal industry practice in China to maintain such insurance. However any significant product liability claim or uninsured damage due to operation interruption could have a material adverse effect on business, results of operations and prospects.

Problems with product quality or product performance may result in a decrease in customers and revenues, incur unexpected expenses or cause us to incur warranty expenses, and may damage our market reputation and prevent us from achieving increased sales and market share.

Our products may contain defects that are not detected until after they are sold or are installed because we cannot test for all possible scenarios. We have received in the past, and may receive from time to time in the future, complaints from certain customers that portions of our solar power products have quality deficiencies. If we deliver solar power products that do not satisfy our customers’ or end users’ quality requirements, or if there is a perception that our products are of poor quality, our credibility and the market acceptance and sales of our solar power products could be harmed. We may also incur substantial expenses to compensate the customers. Historically, some of our sales contracts with overseas customers provided for a 10-year warranty for the performance of our solar cells, and in some cases, our solar cells were sold with up to a 20-year warranty. In 2011, we sold our solar modules with a five-year warranty for defects in materials and workmanship and a minimum power output warranty of up to 25 years following the date of purchase. We also extended our warranty for defects in materials and workmanship from five years to ten years for all standard PV solar modules shipped after August 2011. See “Item 5. Operating and Financial Review and Prospects – A. Operating Results - Overview of Financial Results- Cost of Revenues.” As a result, we bear the risk of extensive warranty claims long after we have sold our products and recognized revenues. We therefore, in accordance with our own history, industry data and industry practices, accrue 1% of our sales of solar modules as warranty costs. See “Item 5. Operating and Financial Review and Prospects – A. Operating Results - Critical Accounting Policies - Warranty Costs.” We have sold solar cells only since August 2005 and only recently started to manufacture and sell solar modules in large scale, which have been in use for only a relatively short period. Due to the short usage history of our products, we cannot assure you that our assumptions regarding the durability and reliability of our products are reasonable. Our warranty provisions may be inadequate, and we may have to incur substantial expense to repair or replace defective products in the future. Any increase in the defect rate of our products would cause us to increase the amount of our warranty reserves and have a correspondingly negative impact on our operating results. Furthermore, widespread product failures may damage our market reputation, reduce our market share and cause our sales to decline.

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A majority of our production, storage, administrative and research and development facilities are located in close proximity to one another in an industrial park in China. Any damage or disruption at these facilities would have a material adverse effect on our business, financial condition and results of operations.

A majority of our production, storage, administrative, research and development facilities are located in close proximity to one another in an industrial park in Nanjing, Jiangsu Province, China, where we occupied a site area of approximately 79,800 square meters. A natural disaster or other unanticipated catastrophic event, including power interruption, and war, could significantly disrupt our ability to manufacture our products and operate our business. If any of our production facilities or material equipment were to experience any significant damage or downtime, we would be unable to meet our production targets and our business would suffer.

Our manufacturing processes generate noise, waste water, gaseous and other industrial wastes. This creates a risk of work-related accidents and places high demands on work safety measures. No major injuries have occurred at our facilities in connection with work-related accidents to date. Nonetheless, we cannot assure you that accidents involving serious or fatal injuries will not occur at our facilities. Furthermore, there is a risk of contamination and environmental damage associated with substances used in our production processes. The materialization of any of the above risks could have a material adverse effect on our business, financial condition and results of operations.

Our chairman has significant influence over our company, and his interests may not be aligned with the interests of our other shareholders.

Mr. Tingxiu Lu, our chairman, currently beneficially owns 28.9% of our outstanding share capital as of March 31, 2014. Most of our bank borrowings are guaranteed by Mr. Lu and CEEG, an entity controlled by Mr. Lu. CEEG undertook to guarantee the bank borrowings of Sunergy Nanjing for up to RMB2.5 billion (approximately $413.0 million) until December 31, 2015, subject to adjustment in the event of a material change in CEEG’s credit or operational status. As both our chairman and our principal shareholder, Mr. Lu has significant influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders and holders of our ADSs, including those who purchased our ADSs in our initial public offering.

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Our interests may conflict with our joint venture partners and disputes with joint venture partners may adversely affect our business.

As of the date of this annual report, we hold, directly or indirectly, equity interest in several joint venture companies, including those established in Istanbul, Turkey to manufacture solar cells and solar modules. Going forward, we may acquire interests in more joint venture enterprises abroad to execute our business plans by utilizing our partners’ skills, experiences and resources. Our future joint venture enterprises to be established abroad may involve various legal implications in foreign jurisdictions.

In addition, joint ventures involve risks that our joint venture partners may:

· have economic or business interests or goals that are inconsistent with or adverse to ours;

· take actions contrary to our instructions or requests or contrary to our policies or objectives;

· be unable or unwilling to fulfill their obligations under the relevant joint venture agreements;

· have financial difficulties; or

· have disputes with us as to the scope of their responsibilities and obligations.

Our present or future joint venture projects may not be successful. We cannot assure you that we will not have disputes or encounter other problems with respect to our present or future joint venture partners or that we will be able to resolve such disputes and solve such problems in a timely manner, or at all. Any failure of us to address these potential disputes or conflict of interests effectively could have a material adverse effect on our business, financial condition, and results of operations.

We have been a party in several legal proceedings, which, if determined adversely, could negatively affect our business and results of operations.

We and several of our directors and officers were named defendants in three purported class actions currently pending in the United States District Court for the Southern District of New York—Brown v. China Sunergy Co., Ltd. et al., Case No. 07-CV-07895 (DAB), Sheshtawy v. China Sunergy Co., Ltd. et al., Case No. 07-CV-08656 (DAB), and Giombetti v. China Sunergy Co., Ltd. et al., Case No. 07-CV-09689 (DAB). On September 29, 2008, the District Court appointed a lead plaintiff and consolidated the three cases. The lead plaintiff alleges that we made false and misleading statements in our registration statement and prospectus in connection with our initial public offering in May 2007 regarding, among other things, the procurement of polysilicon, and seek unspecified damages. On January 26, 2009, the defendants filed a motion to dismiss the consolidated amended complaint. Briefing on the motion was completed on May 1, 2009. Defendants’ motion remained outstanding when, on July 14, 2009, the parties reached an agreement in principle to settle the dispute in its entirety. On May 12, 2011, the Court held that final hearing and issued a final judgment for each of the three filed cases, dismissing each case with prejudice and approving the parties’ settlement and plan of allocation. On May 13, 2011 the Court issued its final order and the case was closed. All payments of $1.1 million pursuant to the settlement have been made by our insurers.

In 2009, we filed a petition in a Norwegian district court seeking injunction with regard to the withdrawal of a $50 million bank guarantee, which was a security for our payment obligation under a long-term supply contract entered into between REC SiTech AS, a Norwegian wafer supplier, and us in June 2008. Without obtaining our written consent as the contract requires, REC SiTech AS merged into REC Wafer Norway AS, or REC Wafer, upon its dissolution on January 1, 2009. Subsequently, the bank guarantee was not renewed. REC Wafer claimed that the non-renewal of the bank guarantee was a breach of contract which according to the supply contract is the basis for the drawdown of the bank guarantee, and it sought to draw on the bank guarantee. After a Norwegian Supreme Court ruling on this case in 2010 the injunction was granted and REC Wafer was prohibited from drawing on the bank guarantee.

The injunction in Norway was followed by a writ of certiorari where we claimed that REC Wafer was not, and had not been, a party to the contract entered into between REC SiTech AS and us in 2008. In June 2011 the Hålogaland Court of Appeal in Norway ruled in favor of us. The ruling from the Court of Appeal was consistent with the Norwegian Supreme Court ruling in 2010. Thereafter, REC decided to appeal the last ruling to the Supreme Court.

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On October 17, 2011, we entered into a settlement agreement with REC Wafer to settle all disputes between REC Wafer and us. On October 28, 2011, we made a settlement payment to REC Wafer. The settlement amount has limited impact on our profitability. Simultaneously REC Wafer released the $50 million bank guarantees.

On December 12, 2011, SolarMax Technology, Inc., or SolarMax, a corporation incorporated in California, U.S.A., filed a complaint in the Superior Court of the State of California County of Los Angeles against us. The complaint alleged a breach of contract and intentional misrepresentation in connection with solar modules purchased by SolarMax from us and sought compensatory and actual damages in excess of $20 million, punitive damages and attorneys’ fees and costs. China Sunergy (US) Clean Tech Inc. was served with a summons and complaint in January 2012. In February 2012, we filed a motion to compel arbitration through the China International Economic and Trade Arbitration Commission as required by the contract terms. On March 28, 2012, the parties entered into an agreement whereby plaintiff would voluntarily dismiss the complaint without prejudice in exchange for a mutual waiver of attorney fees and costs. On April 4, 2012, the request for dismissal was entered and the case has now been dismissed.

In November 2011, we filed a complaint with the Intermediate People's Court of Nanjing against Wuxi Jiacheng Solar Power Co., Ltd., or Wuxi Jiacheng. The complaint alleged a breach of contract by Zhejiang Yuhui Solar Energy Source Jiangsu Co., Ltd., or Yuhui Solar, which was acquired by Wuxi Jiacheng prior to filing of this complaint, due to failure to provide us with solar modules as agreed following our payment of the advance, and sought repayment of such advance and liquidated damages. Wuxi Jiacheng filed a counter-claim alleging a breach of contract by us and seeking damages. In June 2012, the Intermediate People's Court of Nanjing ruled, among other things, that (1) Wuxi Jiacheng shall repay us the advance of approximately $803,000 together with accrued interests, and pay us the damages of approximately $1.8 million; and (2) we shall pay Wuxi Jiacheng of approximately $41,900 together with the liquidated damages. Both parties filed appeals with the People's High Court of Jiangsu Province in June 2012. On 20 December, 2012, the People's High Court of Jiangsu Province denied the appeals and sustained the original judgment. As of December 31, 2013, a compensation of approximately $1.8 million has been paid to us by Wuxi Jiacheng.

In August 2012, Jiangsu Shunda Semi-conductor Co., Ltd, or Jiangsu Shunda, filed a complaint with the People's Court of Jiangning District of Nanjing against us. The complaint alleged a breach of contract by us due to failure to fulfill our payment obligations of approximately $0.5 million. In October 2012, we raised a dissent of jurisdiction to challenge the jurisdiction of the People's Court of Jiangning District of Nanjing over the case. In the ruling made on October 29, 2012, the court rejected our dissent of jurisdiction. In November 2012, we appealed this order to the Intermediate People’s Court of Nanjing. On January 29, 2013, the Intermediate People’s Court of Nanjing rejected the appeal made by us, and sustained the original ruling made by the People's Court of Jiangning District of Nanjing. In May 2013, the People’s Court of Jiangning District of Nanjing dismissed the claim made by Jiangsu Shunda. In August 2013, Jiangsu Shunda filed appeals with the Intermediate People’s Court of Nanjing, which was withdrawn by Jiangsu Shunda thereafter. In January 2014, Jiangsu Shunda applied for the retrial of this case. As of the date of this annual report, the retrial decision is still pending.

In January 2013, we filed a complaint with the People's Court of Jiangning District of Nanjing against Jiangsu Aide Solar Technology Co., Ltd., or Aide Solar. Aide Solar failed to provide the modules with the quality as agreed under the supply agreement entered into with us in 2009. Aide Solar agreed to refund us approximately $1.0 million upon return of the modules in question by us pursuant to a settlement agreement entered into between Aide Solar and us in 2010. However, Aide Solar failed to fully refund us as agreed, and we filed this lawsuit seeking the outstanding payment from Aide Solar. On 29 January, 2013, the People's Court of Jiangning District of Nanjing has ruled in favor of our request of property preservation against Aide Solar before the trial. In later 2013, Aide Solar paid approximately $354,000 to us to settle such claim.

In March 2013, we filed an application for arbitration with Shanghai International Arbitration Center, or SHIAC, in connection with the failure of Lumos, LLC to perform in full its payment obligations under the solar modules sales agreement entered into with us. We claimed that Lumos, LLC should pay us, among other things, outstanding amount, overdue interests, and legal expenses in a total amount of approximately RMB 10.5 million ($1.7 million). As of the date of this annual report, SHIAC has held two hearings but has not issued the award.

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In March 2013, we filed an application for arbitration with SHIAC, in connection with the failure of Sunvalley Solar, Inc. to fully fulfill its payment as agreed under the sales agreements entered into with us. We claimed that Sunvalley Solar, Inc. should pay us, among other things, the outstanding amount, interest loss, and legal expenses in a total amount of approximately $1.3 million. In December 2013, SHIAC ruled that Sunvalley Solar, Inc. should pay us the outstanding amount under the sales agreements plus the overdue interests in an amount of approximately $1.2 million, and compensate us the losses in foreign exchange, legal expenses and arbitration expenses, in an amount of approximately $0.1 million.

In May 2013, Wuxi Sveck Technology Co., Ltd, or Wuxi Sveck, filed two complaints with the People's Court of Songjiang District of Shanghai and the People's Court of Wuxi High and New Technology Development Zone , respectively, against us. Both of the complaints alleged breaches of contracts by us due to our failure to fulfill the payment obligations of approximately $1.4 million and $624,000, respectively. In January 2014, in order to settle such claims, we agreed to pay approximately $1.8 million to Wuxi Sveck.

In January 2014, we filed a complaint with the People's Court of Jiangning District of Nanjing against Jiangsu Nantong No.2 Construction Engineering (Group) Co., Ltd., or Nantong Engineering. The complaint alleged, among others, a breach of contract by Nantong Engineering due to its failure to comply with the construction progress schedule as agreed. We claimed, among others, (1) the liquidated damages of approximately $196,000 and (2) refund of our extra payment of approximately $408,000. As of the date of this annual report, the court has not issued the judgment on the merits.

Unfavorable resolutions of these legal proceedings or any future legal proceedings could materially and adversely affect our results of operations and financial condition. See Item 8, “Financial Information—Legal Proceedings.”

The financial disclosure in interactive data we are required to provide on SEC’s electronic filing system and our own website involve special and technical processing and processes, and may expose us to unintended additional risks and liabilities.

We started to provide financial disclosure in interactive data format on the electronic filing system of the United States Securities and Exchange Commission, or the SEC, and post them on our corporate website in connection with our annual report on Form 20-F for the fiscal year ended December 31, 2011 as required by the SEC rules and regulations. As required by the SEC, we use the Extensible Business Reporting Language, or XBRL, and the taxonomy or standard list of tags in XBRL format developed for financial reporting in interactive format consistent with U.S. GAAP and SEC rules and regulations. The XBRL list of tags contains descriptive labels, definitions, authoritative references to U.S. GAAP and the SEC rules and regulations where applicable, and other elements, all of which aim to provide the contextual information necessary for interactive data to be recognized and processed by software. For the fiscal year ended December 31, 2011, we tagged our consolidated financial statements, with the footnotes and schedules each tagged in a block of text. Starting with this annual report, we will be required to tag the detailed quantitative disclosures within the footnotes and schedules to our consolidated financial statements and will be permitted, but not required, to the extent we choose, to tag each narrative disclosure. As required by the SEC rules and regulations, we are also required to post our interactive data for at least 12 months on our corporate website on the same day we submit or file our annual report on Form 20-F.

When we apply XBRL taxonomy or data tags to our consolidated financial statements and the notes and schedules, we are initially guided by the software in tagging information contained in our financial statements with the appropriate tags in the standard list. Each element in the standard list of tags has a standard label. We typically therefore match the standard labels to each caption in our consolidated financial statements and notes and schedules. To the extent we have flexibility in how to report our financial information under U.S. GAAP in our consolidated financial statements and notes and schedules, we may decide to use a non-standard financial statement line item that is not included in the standard list of tags. In this situation, we will create a company specific element, called an extension. Similarly, when we identify a difference between some elements associated with the standard label and those associated with our financial reporting item, we may change, or extend, the standard label when we tag such financial disclosure.

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As financial statements in interactive data format are intended to be processed by software applications, the unprocessed data are not readable by humans. You will need viewers to convert or render the interactive data file to human readable format. Some viewers are similar to Web browsers used to read HTML files. You will also need software to process interactive data so as to automate and facilitate access to and analysis of the tagged data. We cannot assure you of the availability of any applications in existence or under development that may provide the functionality that you require for your purposes. XBRL is an open standard that defines or tags data using standard definitions. These tags are supposed to establish a consistent structure of identity and context, capable of being recognized and processed by a variety of different software applications. We understand that XBRL was developed and is currently supported by XBRL International, and those software applications, such as databases, financial reporting systems, and spreadsheets, recognize and process tagged financial information. You should also note that the XBRL standard will not remain static and is subject to updating, and the list of newer tags may differ significantly from the old or existing list. Such new developments will not only impact our tagging process going forward, but also your use of our tagged financial disclosure.

We are subject to liabilities under the federal securities laws with respect to our interactive data files submitted or filed with the SEC, with a modified liability for our interactive data submitted for the fiscal years ended December 31, 2011, 2012 and 2013. Such modification will primarily deem our interactive data not as filed, but only as submitted, for purposes of specified liability provisions under the federal securities laws, and we are additionally protected from liability for failure to comply with the tagging requirements for the fiscal years ended December 31, 2011, 2012 and 2013 if our interactive data file should fail to meet the SEC requirements so long as the failure shall have occurred despite our good faith effort and we have corrected the failure promptly after becoming aware of it. In addition, if we fail to provide the required financial disclosure in interactive data format on SEC’s electronic filing system or post such interactive data our own corporate website each on the date so required, we will not be regarded as current with our reports under the Securities Exchange Act, and, as a result, will not be eligible to use the short registration statement forms, such as Form F-3, and will not be deemed to have available adequate current public information for purposes of the resale exemption safe harbor provided by Rule 144 under the Securities Act of 1933, as amended, or the Securities Act.

Risks Related to Doing Business in China

Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.

Substantially all of our business operations are conducted in China and a majority of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

· the amount of government involvement;

· the level of development;

· the growth rate;

· the control of foreign exchange; and

· the allocation of resources.

While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage or control economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. As the PRC economy is increasingly linked to the global economy, it is affected in various respects by downturns and recessions of major economies around the world, such as the recent financial services and economic crises of these economies. The various economic and policy measures enacted by the PRC government to forestall economic downturns or shore up the PRC economy could materially affect our clients’ businesses and our business.

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The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency- denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the Chinese economy could result in decreased capital expenditures by solar energy users, which in turn could reduce demand for our products.

Uncertainties with respect to the Chinese legal system could have a material adverse effect on us.

We conduct a majority of our manufacturing operations through our PRC subsidiaries. Such PRC subsidiaries are generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations have not been fully developed and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, the preemption of local regulations by national laws, or the overturn of local government’s decisions by the superior government. These uncertainties may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Payment of dividends by our subsidiaries organized in China is subject to limitations.

The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Our PRC subsidiaries are also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Our PRC subsidiaries are also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds, which may not be distributed to equity owners. In addition, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Furthermore, the dividends we receive from our PRC subsidiaries may also be adversely affected by the Law of the People’s Republic of China on Enterprise Income Tax, or the EIT Law, and its implementation rules, or the EIT Law Implementation Rules, which became effective on January 1, 2008. See “—Our global income and the dividends we receive from our PRC subsidiary may be subject to PRC tax under the EIT Law, which would have a material adverse effect on our results of operations.”

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Our global income and the dividends we receive from our PRC subsidiaries may be subject to PRC tax under the EIT Law, which would have a material adverse effect on our results of operations.

Under the EIT Law and the EIT Law Implementation Rules, which became effective on January 1, 2008, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a PRC resident enterprise and will be subject to a 25% PRC enterprise income tax on its global income. The EIT Law Implementation Rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” On April 22, 2009, the State Administration of Taxation released a circular, or the Resident Enterprise Circular, which sets out the standards and procedures for recognizing the location of the “de facto management bodies” of an enterprise registered outside of the PRC and funded by Chinese enterprises as controlling investors, or the Chinese Funded Enterprise. Under the Resident Enterprise Circular, if (i) a Chinese Funded Enterprise’s major management department and personnel who are responsible for carrying out daily operations are primarily located in the PRC; (ii) the department or the personnel who have the right to decide or approve the Chinese Funded Enterprise’s financial and human resource matters are located in the PRC; (iii) the major assets, accounting books and records, company seals, board and shareholder meeting resolutions of the Chinese Funded Enterprise are located or maintained in the PRC; and (iv) 50% or more of voting board members or senior executives habitually reside in China, such Chinese Funded Enterprise shall be considered as a PRC resident enterprise. The Resident Enterprise Circular explicitly provides that the above standards shall apply to the enterprises which are registered outside the PRC and funded by Chinese enterprises as controlling investors, therefore such standards may be cited for reference only and may not be directly adopted when considering whether our Company’s “de facto management body” is in the PRC or not. Moreover, the assessment of “resident enterprise” shall be determined by the PRC tax authorities based on the facts and circumstances of each individual case. Accordingly, it is still unclear whether we will be considered as a PRC resident enterprise under the EIT Law as of the date of this annual report. If we are considered a PRC resident enterprise, we will be subject to a 25% PRC income tax on our global income and such 25% PRC income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Under the applicable PRC tax laws in effect before January 1, 2008, dividend payments to foreign investors made by foreign- invested enterprises such as our PRC subsidiary, Sunergy Nanjing, were exempt from PRC withholding tax. Pursuant to the EIT Law and the EIT Law Implementation Rules, however, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered as non-PRC resident enterprises without any establishment or place of business within China or if the dividends payable have no connection with the establishment or place of business of the foreign investors within China, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. The Cayman Islands, where we are incorporated, does not have such a tax treaty with China. China Sunergy (Hong Kong) Co., Limited., or Sunergy Hong Kong, the direct holder of the 100% equity interest in Sunergy Nanjing, is incorporated in Hong Kong. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between China and Hong Kong in August 2006, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor is deemed as the beneficial owner of the dividend by PRC tax authorities and owns directly at least 25% of the shares of the foreign-invested enterprise). Under the EIT Law Implementation Rules, if we and Sunergy Hong Kong were regarded as PRC resident enterprises, the dividends payable to us from Sunergy Nanjing would be exempt from the PRC income tax. If we were regarded as a non-PRC resident enterprise and Sunergy Hong Kong were regarded as a PRC resident enterprise, then Sunergy Hong Kong would be required to withhold a 10% withholding tax on any dividends payable to us, while if Sunergy Hong Kong is deemed as the beneficial owner of the dividend by PRC tax authorities and regarded as a non-PRC resident enterprise, then Sunergy Nanjing would be required to withhold a 5% withholding tax on any dividends payable to Sunergy Hong Kong. In either case, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and debt service on any debt we incur, could be materially reduced.

In addition, if we are regarded as a PRC resident enterprise, under the EIT Law, any dividends to be distributed by us to our non-PRC shareholders or holders of ADSs will be subject to a withholding tax. We also cannot assure you that any gain realized by non-PRC shareholders or holders of our ADSs from the transfer of our shares or ADSs will not be subject to a withholding tax. Unless there are further rules announced by the Chinese tax authorities, we may be required under the EIT Law to withhold PRC income tax on our dividends payable to our non-PRC shareholders or holders of ADSs, or any gain realized by our non-PRC shareholders or holders of ADSs from transfer of the shares or ADSs, and your investment in our ADSs may be materially and adversely affected.

According to a circular released by the State Administration of Taxation regarding the understanding and recognition of the identification of “beneficial owner” under tax treaties on October 27, 2009, or the Beneficial Owner Recognition Circular, a corporate resident of a contracting state will not be entitled to the lower withholding tax rate under a tax treaty if it is considered a "conduit company" which is set up merely for the purpose of avoiding or reducing tax or transferring or accumulating profits, as opposed to a beneficial owner who owns and controls an item of income, or the right or property from which that item of income is derived, and is normally engaged in substantive business activities such as manufacturing, sales and management. Therefore, if Sunergy Hong Kong were not considered to be the beneficial owner of Sunergy Nanjing as the case may be, under the terms of the Beneficial Owner Recognition Circular, we may not be able to enjoy the applicable tax treaty benefits between the PRC and Hong Kong, and any dividends paid by Sunergy Nanjing to Sunergy Hong Kong may incur a higher withholding tax rate of 10%. No similar tax treaty exists between the PRC and the Cayman Islands.

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Restrictions on currency exchange may limit our ability to receive and use our revenues or financing effectively.

Certain portions of our revenues and expenses are denominated in Renminbi. If our revenues denominated in Renminbi increase or expenses denominated in Renminbi decrease in the future, we may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including, among others, payment of dividends declared, if any, in respect of our ordinary shares or ADSs. Under China’s existing foreign exchange regulations, Sunergy Nanjing is able to pay dividends in foreign currencies, without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, we cannot assure you that the PRC government will not take further measures in the future to restrict access to foreign currencies for current account transactions.

Most foreign exchange transactions by Sunergy Nanjing under capital accounts continue to be subject to significant foreign exchange controls and require the approval of, or registration with, PRC governmental authorities. In particular, if Sunergy Nanjing borrows foreign currency loans from us or other foreign lenders, these loans cannot exceed statutory limits and must be registered with the SAFE, and if we finance Sunergy Nanjing by means of additional capital contributions, these capital contributions must be approved or registered by certain government authorities including the SAFE, the Ministry of Commerce or their local counterparts. These limitations could affect the ability of Sunergy Nanjing to obtain foreign exchange through debt or equity financing, and could affect our business and financial condition.

Our business benefits from certain PRC preferential tax treatments. Expiration of, or changes to, these incentives could have a material adverse effect on our operating results.

The PRC government has provided various incentives to foreign-invested enterprises. Because Sunergy Nanjing is a foreign-invested enterprise engaged in manufacturing businesses and located in Nanjing, which is within a coastal economic zone, it was entitled to a preferential enterprise income tax rate of 24% prior to January 1, 2008. As a foreign-invested enterprise engaged in manufacturing businesses, Sunergy Nanjing is also entitled to a two-year income tax exemption and 50% reduction for the succeeding three years from the first profitable year. On March 16, 2007, the National People’s Congress of China, or the Congress, enacted the EIT Law, under which foreign invested enterprises and domestically-owned enterprises would be subject to enterprise income tax at a uniform rate of 25%. On December 6, 2007, the State Council promulgated the EIT Law Implementation Rules. Both the EIT Law and its Implementation Rules became effective on January 1, 2008. The EIT Law also provides transitional measures for enterprises established prior to the promulgation of the EIT Law and eligible for lower tax rate or preferential treatment in accordance with the then-prevailing tax laws and administrative regulations. On December 26, 2007, State Council of China promulgated the Circular on Carrying Out the Transitional Preferential Policies concerning Enterprise Income Tax, or the Circular. Under the EIT Law, the Implementation Rules and the Circular, enterprises which were established and already enjoyed preferential enterprise income tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, and the enterprises which previously enjoyed the tax rate of 24% shall be subject to the tax rate of 25% in 2008, or (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term or 2012, whichever is earlier. However, the Circular also prescribes that if the above transitional relief of enterprise income tax overlaps with the preferential treatments provided by the EIT Law, an enterprise may choose the more favorable treatment, and shall not enjoy both. The treatment cannot be changed once it is chosen. In addition, on April 14, 2008, the Ministry of Finance, the Ministry of Science and Technology and the State Administration of Taxation jointly promulgated the Administration Measures for Recognition of High and New Technology Enterprises, or the Recognition Measures. Pursuant to the EIT Law, the EIT Law Implementation Rules and the Recognition Measures, the qualifying High and New Technology Enterprise, or HNTE, is eligible for a preferential tax rate of 15%. See “Item 4. Information On The Company - Business Overview - Regulation - Tax” for a discussion of the requirements to qualify as a HNTE. We received certification of HNTE status for Sunergy Nanjing and SST in October 2008 and December 2009, respectively. Both Sunergy Nanjing and SST renewed their respective HNTE certificates in 2011 and 2012, respectively. Therefore Sunergy Nanjing and SST have been eligible for a 15% tax rate between 2008 and 2013, and between 2009 and 2014, respectively. However, pursuant to the Circular, Sunergy Nanjing chose to enjoy the transitional relief rate of 12.5%, which was the more favorable treatment, from 2008 to 2010, and Sunergy Nanjing has enjoyed the 15% preferential rate since 2011. We cannot assure you that we will be able to successfully renew the HNTE qualification or maintain our current effective tax rate in the future. Any discontinuation of preferential tax treatment or any increase of the enterprise income tax rate applicable to Sunergy Nanjing or SST could have a material adverse effect on our financial condition and results of operations.

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Our failure to obtain the prior approval of the China Securities Regulatory Commission, or the CSRC, of the listing and trading of our ADSs on the Nasdaq Global Select Market could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.

On August 8, 2006, six PRC regulatory agencies, including CSRC, promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, which became effective on September 8, 2006.

This regulation, among other things, has certain provisions that purport to require offshore SPVs, formed for the purpose of acquiring PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to listing their securities on an overseas stock exchange. The application of this PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval. We believe, based on the advice of our PRC counsel, Jun He Law Offices, that although the CSRC generally has jurisdiction over overseas listing of SPVs like us, it was not necessary for us to obtain CSRC approval for our initial public offering given the fact that we had legally completed the acquisition of all the equity interest in Sunergy Nanjing before the new regulation became effective. Uncertainty as to how this regulation will be interpreted or implemented still remains. If the CSRC or another PRC regulatory agency subsequently determines that the CSRC’s approval was required for our initial public offering and offering of convertible senior notes, we may face sanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from our initial public offering into the PRC, restrict or prohibit payment or remittance of dividends by Sunergy Nanjing, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. Also, if later the CSRC requires that we obtain its approval, we may be unable to obtain a waiver of the CSRC approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding this CSRC approval requirement could have a material adverse effect on the trading price of our ADSs.

Regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital into our PRC subsidiaries, limit our subsidiaries’ ability to distribute profits to us, or otherwise adversely affect us.

In October 2005, SAFE issued a regulation entitled “Circular on several issues concerning foreign exchange regulation of corporate finance and roundtrip investments by PRC residents through special purpose companies incorporated overseas,” or Circular No. 75. Circular No. 75 states that if PRC residents use assets or equity interests in their PRC entities as capital contributions to establish offshore companies or inject assets or equity interests of their PRC entities into offshore companies to raise capital overseas, they must register with local SAFE branches with respect to their overseas investments in offshore companies and must also file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long term equity or debt investments or uses of assets in China to guarantee offshore obligations. Under Circular No. 75, failure to comply with the registration procedures set forth in such regulation may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on the capital inflow from the offshore entity to the PRC entity. While we believe our shareholders have complied with existing SAFE registration procedures, any future failure by any of our shareholders who is a PRC resident or controlled by a PRC resident to comply with relevant requirements under Circular No. 75 could subject our company to fines or sanctions imposed by the PRC government, including restrictions on our PRC subsidiaries’ ability to pay dividends or make distributions to us and our ability to increase our investment in or provide loans to our PRC subsidiaries.

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A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

Under the SAFE regulations, PRC citizens who participate in an employee stock ownership plan or a stock option plan in an overseas publicly listed company are required to register with SAFE or its local branch and complete certain other procedures. Participants of a stock incentive plan who are PRC citizens must retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of these participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise or sale of stock options. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes.

In addition, the General Administration of Taxation has issued certain circulars concerning employee share options. Pursuant to these circulars, our employees working in China who exercise their share options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to such employee share options with relevant tax authorities and withhold individual income taxes of those employees who exercise their share options.

We and the participants of our share incentive plans who are PRC citizens are subject to these rules. We have made the initial registration for our employees’ participation in our share incentive plan with the local SAFE, and we will attempt to comply with the relevant requirements under such rules. Failure to comply with such rules may subject us and the participants of our share incentive plans who are PRC citizens to fines and legal sanctions and prevent us from further granting options and restricted share under our share incentive plans, which could adversely affect our business operations. See "Regulation—Share Incentive Plan."

Increase in labor costs and the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our profitability.

On June 29, 2007, the Standing Committee of the National People’s Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. Compared to the PRC Labor Law effective as of January 1, 1995, the Labor Contract Law imposes more restrictions and increases costs for the employers to terminate employment, including specific provisions related to fixed term employment contracts, temporary employment, probation, consultation with the labor union and employee assembly, employment without a contract, dismissal of employees, compensation upon termination and overtime work, and collective bargaining. According to the Labor Contract Law, the employer is obliged to sign an unlimited term labor contract with an employee if the employer continues to hire the employee after two consecutive fixed term labor contracts or after the employee spends 10 consecutive years working for the employer. The employer also has to pay a compensation fee to the employee if the employer terminates an unlimited term labor contract. Unless an employee refuses to extend an expired labor contract, such compensation is also required when the labor contract expires. Further, under the Regulations on Paid Annual Leave for Employees, which became effective on January 1, 2008, employees who have served more than one year for an employer are entitled to a paid vacation ranging from 5 to 15 days, depending on their length of service. Employees who waive such vacation time at the request of employers shall be compensated for three times their normal salaries for each waived vacation day. As a result of these new protective labor measures, our labor costs are expected to increase, which may adversely affect our business and our results of operations.

We face risks related to health epidemics and natural disasters, which could have a material and adverse effect on our business and results of operations.

Our business could be adversely affected by the effects of avian flu, SARS or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Since 2005, there have been reports of occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. In April 2009, an outbreak of a new strain of influenza identified as the Influenza A (H1N1) virus occurred in Mexico resulting in a number of deaths. As the virus continued to spread worldwide including China, the World Health Organization on June 11, 2009 declared the H1N1 virus outbreak a global pandemic. Recently, it has been reported outbreaks of an avian flu caused by the H7N9 virus, including confirmed human cases, in China. According to the World Health Organization, there have been more than 250 confirmed human cases of avian flu caused by the H7N9 virus with more than 50 deaths reported from China since April 2013.The spread of H1N1 or H7N9 or any prolonged recurrence of avian influenza, SARS or other adverse public health developments in China could have a material adverse effect on our business operations. These could include restrictions on our ability to travel or ship our products outside China as well as temporary closure of our manufacturing facilities. Such closures or travel or shipment restrictions would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.

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In addition, in March 2011, Japan was struck by a 9.0-magnitude earthquake and tsunami, which may affect Japan’s production of polysilicon and may result in upward pressure on pricing of silicon raw materials globally. Additionally, the production cost for solar power products is influenced by macroeconomic factors such as global economic conditions, the supply and prices of other energy products such as oil. An increase in oil prices, for example, may increase the production cost for solar power products globally. While such events in the past have not had an adverse impact on us as of the date of this annual report, future natural disasters and health hazards may severely restrict the level of economic activity in affected areas, which may in turn materially and adversely affect our business and prospects.

The audit report included in this annual report is prepared by auditors who are not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the United States Public Company Accounting Oversight Board (United States) (the “PCAOB”), is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors, like other independent registered public accounting firms operating in China, are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor's audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections. On May 24, 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation, or the MOU, with CSRC and the PRC Ministry of Finance, or MOF, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations in the United States and China. More specifically, it provides a mechanism for the parties to request and receive from each other assistance in obtaining documents and information in furtherance of their investigative duties. The PCAOB has been engaged in continuing discussions with the CSRC and MOF to permit joint inspections in China of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges. However, no formal agreement has been reached as of the date of this annual report to further facilitate the PCAOB’s ability to conduct inspections of auditors in China. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

Proceedings instituted by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese affiliates of the ‘‘big four’’ accounting firms (including our auditors) and also against Dahua (the former BDO affiliate in China). The Rule 102(e) proceedings initiated by the SEC relate to these firms’ inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in the PRC are not in a position lawfully to produce documents directly to the SEC because of restrictions under PRC law and specific directives issued by the China Securities Regulatory Commission, or CSRC. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all audit firms based in China and all China-based businesses with securities listed in the United States.

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In January 2014, the administrative judge reached an Initial Decision that the “big four” accounting firms should be barred from practicing before the SEC for six months.  However, it is currently impossible to determine the ultimate outcome of this matter as the accounting firms have filed a Petition for Review of the Initial Decision and pending that review the effect of the Initial Decision is suspended. The SEC Commissioners will review the Initial Decision, determine whether there has been any violation and, if so, determine the appropriate remedy to be placed on these audit firms. Once such an order was made, the accounting firms would have a further right to appeal to the US Federal courts, and the effect of the order might be further stayed pending the outcome of that appeal. 

Depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

While we cannot predict the outcome of the SEC’s proceedings, if the accounting firms, including our independent registered public accounting firm, were denied, temporarily or permanently, the ability to practice before the SEC, and we are unable to timely find another registered public accounting firm which can audit and issue a report on our financial statements, we will not be able to meet the reporting requirements under the Exchange Act, which may ultimately result in our deregistration by the SEC and delisting from the NASDAQ. Moreover, any negative publicity about the SEC’s proceedings against these accounting firms may erode investor confidence in China-based, United States listed companies in general and the trading price of our ADSs may be adversely affected.

Risks Related to Our Shares and ADSs

The market price for our ADSs has been volatile since our ADSs began trading on NASDAQ, and may be subject to fluctuations in the future, which could result in substantial losses to investors.

We cannot assure you that the market price of ADSs will not significantly fluctuate from its current level. The market price of our ADSs may be subject to wide fluctuations in response to factors including the following:

· announcements of technological or competitive developments;

· regulatory developments in our target markets affecting us, our customers or our competitors;

· announcements of studies and reports relating to the conversion efficiencies of our products or those of our competitors;

· actual or anticipated fluctuations in our quarterly operating results;

· changes in financial estimates by securities research analysts;

· changes in the economic performance or market valuations of other solar power technology companies;

· addition or departure of our executive officers and key research personnel;

· announcements regarding patent litigation or the issuance of patents to us or our competitors;

· fluctuations in the exchange rates between the U.S. dollar, the Euro and RMB;

· release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs; and

· sales or perceived sales of additional ADSs.

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In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ADSs. In particular, the performance and fluctuation of market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. The trading performances of these China-based companies’ securities at the time of or after their offerings may affect the overall sentiment toward China-based companies’ securities listed in the United States and consequently may impact the trading performance of our ADSs. Volatility in global capital markets could also have an effect on the market price of our ADSs. For example, financial markets have experienced extreme disruption in the past years, including, among other things, extreme volatility in security prices. In the event of a continuing market downturn, the market price of our ADSs may further decline.

Substantial future sales of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could cause the price of our ADSs to decline.

Additional sales of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. If our shareholders sell substantial amounts of our ADSs, including those issued upon the exercise of outstanding options, in the public market, the market price of our ADSs could fall. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. If any existing shareholder or shareholders sell a substantial amount of ordinary shares, the prevailing market price for our ADSs could be adversely affected.

In addition, we may issue additional ordinary shares or ADSs for future acquisitions. If we pay for our future acquisitions in whole or in part with additionally issued ordinary shares or ADSs, your ownership interests in our company would be diluted and this, in turn, could have a material adverse effect on the price of our ADSs.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.

Based on the estimated value of our assets and the composition of our income and assets, we do not believe we were a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ended December 31, 2013, although we cannot assure you we were not a PFIC for such year and cannot assure you that we will not be a PFIC for 2014 and later years. A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ADSs or ordinary shares, fluctuations in the market price of the ADSs or ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in Item 10, “Additional Information—Taxation—United States Federal Income Taxation”) holds an ADS or an ordinary share, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See Item 10, “Additional Information—Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.”

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings and you may not receive cash dividends if it is impractical to make them available to you.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

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In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders’ opportunities to sell their shares at a premium.

Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected.

Our amended and restated articles of association provide for a staggered board, which means that our directors are divided into three classes, with around one-third of our board standing for election every year. This means that, with our staggered board, at least two annual shareholders’ meetings, instead of one, are generally required in order to effect a change in a majority of our directors. Our staggered board can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to take control of our board in a relatively short period of time.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.S. law, you may have less protection for your rights than you would under U.S. law.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

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You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the U.S.

We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through Sunergy Nanjing, NRE and SST, our wholly owned subsidiaries established in China. Most of our directors and officers reside outside the United States and substantially all of the assets of those persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

The voting rights of holders of our ADSs are limited in several significant ways by the terms of the deposit agreement.

Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our amended and restated memorandum and articles of association, the minimum notice period required for convening a general meeting is ten clear days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

You may be subject to limitations on transfer of your ADSs.

Your ADSs, represented by American depositary receipts, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Item 4. Information on the Company

A. History and Development of the Company

Our operating subsidiary, Sunergy Nanjing, was incorporated in August 2004 in Nanjing, China. China Sunergy Co., Ltd., or Sunergy BVI, our holding company incorporated in the British Virgin Islands, acquired all of the equity interests in Sunergy Nanjing in April 2006 through a series of transactions that we have accounted for as a legal reorganization. As part of a restructuring in anticipation of our initial public offering, we incorporated China Sunergy Co., Ltd., or Sunergy, in the Cayman Islands on August 4, 2006. Sunergy became our ultimate holding company upon its issuance of shares to the existing shareholders of Sunergy BVI on August 30, 2006 in exchange for all shares of equivalent classes that these shareholders previously held in Sunergy BVI. In December 2007, Sunergy BVI incorporated China Sunergy (Hong Kong) Co., Limited., or Sunergy Hong Kong, in Hong Kong. During the same month, Sunergy BVI transferred all of the equity interests in Sunergy Nanjing to Sunergy Hong Kong, which became the direct holding company of Sunergy Nanjing. We conduct substantially all of our operations through Sunergy Nanjing.

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In May 2007, we completed our initial public offering, in which we issued and sold 9,775,000 ADSs (approximately 3,258,333 ADSs if retroactively adjusted to reflect the ADS to ordinary share ratio change), representing 58,650,000 of our ordinary shares, at a public offering price of $11.00 per ADS (approximately $33.0 per ADS if retroactively adjusted to reflect the ADS to ordinary share ratio change). In July 2008, we completed our offering of $54.5 million aggregate principal amount of 4.75% convertible senior notes due June 2013 and public offering of 4,431,000 ADSs (approximately 1,477,000 ADSs if retroactively adjusted to reflect the ADS to ordinary share ratio change), which were loaned to an affiliate of the initial purchaser of the notes, who in turn sold the borrowed ADSs in the offering. We did not receive any proceeds from the offering of the borrowed ADSs, but has received a nominal lending fee from the ADS borrower.

As our strategy to enter into solar module business, on November 1, 2010, we completed the acquisitions of our related parties SST and NRE from CEEG, an entity controlled by Mr. Tingxiu Lu, and Sundex Holdings Limited, a company not affiliated with us. The total acquisition consideration of these two modules manufacturers are approximately RMB308.0 million ($48.9 million). See “- Organizational Structure” beginning on page 53 for a detailed discussion of our corporate history.

On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six ordinary shares to one ADS representing 18 ordinary shares. The ratio change has the same effect as a one-for-three ADS consolidation.

Our principal executive offices are located at No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China. Our telephone number at this address is (86-25) 5276-6666 and our fax number is (86-25) 5276-6882.

You should direct all inquiries to us at the address and telephone number of our principal executive offices set forth above. Our website is www.csun-solar.com. The information contained on our website does not form part of this report. Our agent for service of process in the United States is CT Corporation System, located at 1350 Treat Blvd., Suite 350, Walnut Creek, CA 94597.

B. Business Overview

We manufacture and sell solar cell and solar module products that convert sunlight into electricity for a variety of uses. We also invest in, develop and operate solar power projects. Historically, we primarily manufactured solar cells from silicon wafers utilizing crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. In the fourth quarter of 2010, as part of our business strategy to achieve more vertical integration, we acquired SST and NRE, two solar module manufacturers, from a related party, and began engaging in manufacturing and sales of solar modules. Since then, most of our solar cells have been used for the production of solar modules. Solar modules are arrays of interconnected solar cells encased in a weatherproof frame. Currently our principal end-products are solar modules in different sizes and power outputs but we also manufacture and sell solar cells of various specialties. Currently, we sell solar cells and modules under the brands of “CSUN”.

We commenced business operations in August 2004. In 2005, we had only one solar cell manufacturing line. In 2006, we installed five additional solar cell manufacturing lines and expanded our annual manufacturing capacity of solar cells by 160 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. Our fifth line, which achieved full scale manufacturing capacity in November 2006, commenced commercial mass production of selective emitter cells using monocrystalline silicon wafers, an improved version of the P-type solar cells that we and most other solar cell manufacturers produce, in the fourth quarter of 2007. In 2008 and 2010, we installed four and three new solar cell lines for the production of selective emitter cells. We began to commercially produce our QSAR™ solar cells in 2011, installed one new solar cells manufacturing line for the production of our QSAR™ solar cells in 2012. We plan to continue to ramp up our QSAR™ solar cells production capacity in 2014. As of the date of this annual report, our 14 solar cell manufacturing lines had an aggregate annual production capacity of solar cells of 504 MW, of which 108 MW has been relocated to Turkey, assuming the use of 156-millimeter monocrystalline silicon wafers.

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We expanded our business to the manufacturing and sales of solar modules in the fourth quarter of 2010. In September 2012, we entered into contractual arrangements to establish two joint ventures in Istanbul, Turkey to manufacture solar cells and solar modules. Our Turkey plant has started to ship solar power products in June 2013. As of December 31, 2013, we had an aggregate annual production capacity of solar modules of 1,155 MW, of which 300 MW has been relocated to Turkey. We expect to ramp up our production capacities for solar cells and solar modules in Turkey in 2013 as we further expand our overseas production capacities. We believe our overseas production capacities will enable us to stay closer to the European market than certain of our competitors which only conduct manufacturing operations in China, capture business opportunities in emerging solar power markets like Turkey and neighboring countries and mitigate adverse effect on our sales to the United States and European countries caused by anti-dumping and countervailing duties that may be imposed. See Item 3. “Key Information — D. Risk Factors — Risks Related to Our Company and Our Industry — Measures such as initiation of anti-dumping and anti-subsidy proceedings and imposition of anti-dumping and/or countervailing duties by governments in our overseas markets or China could materially and adversely affect our sales or procurement.”

In 2012, we began investing in solar power projects. We had two solar power projects in the United Kingdom, which had been connected to the grid since March and April of 2013, respectively. In later 2013, we sold the solar power project which was connected to the grid in March 2013 to a third party purchaser. Currently, we have one solar power project in the United Kingdom, which is controlled by our wholly owned SPV. As of the date of this annual report, we have a 2MW commercial rooftop project in Shanghai which has been successfully connected to the grid and a 5MW rooftop project in Nanjing which is in the process of construction and is expected to be connected to the grid in June 2014.

Since our inception, our research and development team has been led by two solar power researchers, Dr. Jianhua Zhao and Dr. Aihua Wang, who have 34 and 29 years of solar cell research experience, respectively, and established excellent credentials in the solar power industry. Our research and development efforts focus on continually enhancing our solar cell conversion efficiencies, which measure the ability of solar power products to convert sunlight into electricity, and improving our manufacturing operations of both solar cells and modules. In 2013, our research and the production management teams have made a concerted effort to improve the performance of our crystalline solar cells and modules. In addition, our research team continued to focus on the development of advanced process technology for manufacturing of high-efficiency solar power products. Thanks to the efforts of our research and development team, the average conversion rate of our multicrystalline silicon cell and monocrystalline silicon cell increased to 17.40% and 18.65%, respectively, in the third quarter of 2013. In addition, we entered into a five-year collaborative research agreement with NewSouth Innovations Pty Ltd., a wholly owned subsidiary of the University of New South Wales, Australia, to improve solar cell efficiency. The collaborative research aims to combine advanced hydrogenation technology of the University of New South Wales with our experience in cell process to enhance the electrical properties of silicon wafers, and thereby to obtain higher cell efficiencies.

In 2011, the shipment of our solar power products amounted to 420.3 MW, including 6.6 MW of solar cells sold, 2.2 MW solar cells and modules processed under OEM arrangements and 411.5 MW of modules sold. In 2012, the shipment of our solar power products amounted to 391.0 MW, including 12.0 MW of solar cells sold and 379.0 MW of modules sold. In 2013, the shipment of our solar power products amounted to 577.4 MW, including 9.9 MW of solar cells, 89.8 MW solar cells and modules processed under OEM arrangements and 477.7 MW of modules. We had net revenues of $566.3 million, $292.7 million and $316.2 million in 2011, 2012 and 2013, respectively. We incurred a net loss of $94.3 million, $133.6 million and $51.6 million in 2011, 2012 and 2013, respectively.

Products

We currently design, develop, manufacture and sell solar cells and solar modules.

Solar Cells

A solar cell is a device made from a silicon wafer that converts sunlight directly into electricity by a process known as the photovoltaic effect. Currently, we produce both monocrystalline and multicrystalline silicon solar cells. In addition to standard P-type solar cells and HP solar cells, we also produce selective emitter cells, an improved version of the P-type solar cells that we and most other solar cell manufacturers produce. In 2011, we commercially introduced a new type of cost effective and high efficiency solar cell, named “QSAR™”. QSAR™ solar cells have a much improved conversion efficiency compared with standard P-type solar cells. Our QSAR ™ solar cells have been commercially shipped since June 2011 and we obtained the TUV certificates for QSAR ™ solar modules in November 2011. The following table sets forth the types of solar cells we produced in 2013 with the specifications indicated:

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Monocrystalline or Multicrystalline Solar Cell	Dimensions (mm×mm)	As a Percentage of Total Output in 2013 As Measured by MW (%)
Monocrystalline silicon solar cell	156×156		27.0	%
Multicrystalline silicon solar cell	156×156		73.0	%

We produce a test batch of solar cells from each shipment of silicon wafers that we receive, and return the wafers if the quality is below our standards. However, normal variation in the quality of silicon wafers in shipments that meet our standards will still result in the production of a certain proportion of solar cells that do not meet our customers’ specifications. These solar cells have either lower battery efficiency or a flawed appearance. Such lower quality solar cells are a by-product of the normal production of solar cells, and the defects are typically caused by the inadvertent use of wafers which have quality defects or improper processing during the production. We refer to monocrystalline solar cells with conversion efficiency below 17.6%, and multicrystalline solar cells with conversion efficiency below 16.6% as being off-specification. Although we continuously look for ways to eliminate or reduce such defects, our historical data shows that approximately 3% of the solar cells produced by us are affected by the defects described. We sell off-specification solar cells at a discount to recover some of the costs we incur in the production process. The market price for off-specification solar cells is typically lower than the cost incurred in their production, which results in negative margin.

Solar Modules

Solar modules are arrays of interconnected solar cells encased in a weatherproof frame. Through SST and NRE, which we acquired in 2010, we produce standard monocrystalline modules ranging from 185 W to 320 W in power output and multicrystalline modules ranging from 230 W to 300 W in power output. We build our modules to general specifications for use in a wide range of residential, commercial, industrial and other solar power generation systems. The variation in power output is based on the conversion efficiency of the cells used in our solar modules, as well as the types of cells. We assemble solar modules either from monocrystalline or multicrystalline cells. The amount of solar cells manufactured by us accounts for approximately 43.2% of the supplies we used for our module business in 2013. Our solar modules are sealed, weatherproof and able to withstand high levels of ultraviolet radiation and moisture.

The following table sets forth the major types of modules produced by us:

Dimensions	Weight	Maximum Power	Optimum Operating Voltage
(mm x mm)	(Kilograms)	(Watts)	(Volts)
1580 x 808	15.6	185 – 205	35.8 – 38
1640 x 990	19.1	230 – 270	29.4 – 31.2
1956 x 990	23.8	275 – 320	35.2 – 37.4

Manufacturing Process

Solar Cells

The manufacturing process for our solar cells includes the following main steps:

· Chemical treatment of silicon wafers. We first fabricate a textured structure on the wafer surface through chemical treatment to reduce the reflection of sunlight. The chemical treatment process produces a surface structure, which traps sunlight into the silicon.

· Diffusion process. Diffusion is a thermal process through which we selectively incorporate impurities into the silicon wafer and form an electrical field within the surface region of the wafer.

· Back junction removal. We achieve electrical isolation between the front and back surfaces of the silicon wafer through a process known as backside etching technology.

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· Anti-reflection coating and surface passivation. We apply an anti-reflection coating to the front surface of the solar cell, which helps to significantly reduce the light reflection at the cell surface. Such coating also passivates the cell surface to reduce the carrier loss at the surface and hence increases the cell current density. Our surface coating technology ensures the appropriate thickness and refractive index of the coating to achieve high conversion efficiencies.

· Screen printing and firing. We screen print negative and positive metal contacts, or electrodes, on the solar cell. Silicon and metal electrodes are then connected through an electrode firing process in a furnace at a high temperature.

· Testing, sorting and packaging. The cells, once manufactured, are tested on the cell tester, and sorted according to their electrical performance and according to their visual appearance. They are then packed for shipment.

Solar Modules

Solar modules are formed by interconnecting multiple solar cells into desired electrical configurations through welding. The interconnected cells are laid out and laminated in a laminator. Through these processes, the solar modules are weather-sealed, and thus are able to withstand high levels of ultraviolet radiation, moisture, wind and sand. Assembled solar modules are packaged in a protective aluminum frame prior to testing.

The following diagram illustrates the solar module manufacturing process:

Manufacturing Capacity and Manufacturing Facilities

Solar Cells

Since our inception in August 2004, we have significantly expanded our manufacturing capacity to capture a larger portion of the market opportunity for our solar cells. In June 2005, we completed construction on a green-field site and started trial production of our first manufacturing line with a production capacity of 32 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers. We sold 4.4 MW of solar cells in 2005.

We completed our second to sixth solar cell manufacturing lines and started generating revenues from these lines in 2006.

Our fifth line, which achieved full scale manufacturing capacity in November 2006, commenced commercial mass production of selective emitter cells using monocrystalline silicon wafers in the fourth quarter of 2007. In 2008, we installed four new solar cell lines for the production of selective emitter cells and converted four of our standard P-type solar cell manufacturing lines into HP solar cell manufacturing lines, three of which are capable of producing HP solar cells using multicrystalline silicon wafers as raw materials. In August 2009, we converted another standard P-type solar cell manufacturing line into HP solar cell manufacturing lines. In 2010, we installed three new solar cell lines, which achieved full scale manufacturing capacity in December 2010. In 2012, we installed one new manufacturing line to produce our QSAR™ solar cells.

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As of the date of this annual report, we had 14 solar cell manufacturing lines, 13 of which are currently engaged in producing HP solar cells and one of which is currently engaged in producing both HP solar cells and QSAR™ solar cells, with an aggregate annual production capacity of 504 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. Our actual output of solar cells depends on the size of the silicon wafers that we use; we currently use a mix of monocrystalline and multicrystalline silicon wafers, in size of 156 millimeters.

The table below sets forth a summary of our manufacturing lines for solar cells as of the date of this annual report:

Solar Cell Manufacturing Line	Time of Achieving Full-scale Manufacturing Capacity	Annualized Manufacturing Capacity(1) (in MW)
Line 1	August 2005(2)		36
Line 2	May 2006(2)		36
Line 3	June 2006(2)		36
Line 4	November 2006(2)		36
Line 5	November 2006(2)		36
Line 6	December 2006 (2)		36
Line 7	December 2008(2)		36
Line 8	December 2008(2)		36
Line 9	December 2008(2)		36
Line 10	December 2008(2)		36
Line 11	December 2010(2)		36
Line 12	December 2010(2)		36
Line 13	December 2010(2)		36
Line 14	April 2012(2)(3)		36
Total			504

(1) Calculated by assuming the use of 156-millimeter monocrystalline silicon wafers.

(2) Engaged in producing HP solar cells as of December 31, 2013.

(3) Engaged in producing QSAR^TM solar cells as of December 31, 2013.

We plan to ramp up our manufacturing capacities in our Turkey plant to capture business opportunities in Europe and emerging markets like Turkey and neighboring countries, as well as mitigate adverse effect on our sales to the European and United States countries due to, among other things, anti-dumping and countervailing duties. In June 2011, we invested in a new solar cell project in Yangzhou, Jiangsu Province, China, the construction of which has been delayed due to market conditions.

Solar Modules

As of December 31, 2013, we had an aggregate annual module production capacity of 1,155 MW. Our solar module manufacturing facilities are located in Nanjing, Jiangsu Province, China and Songjiang, Shanghai, China, and Istanbul, Turkey. Our actual output of solar modules depends on the type of the solar cells that we use; currently we use a mix of monocrystalline solar cells and multicrystalline solar cells in the size of 156×156 mm. With our expansion into solar module business, substantially all of solar cells produced by us have been supplied to SST and NRE for our module manufacturing. In addition, as our current solar cell production capacity does not match our solar module production capacity, we will also purchase solar cells from outside solar cell suppliers in 2014. We are currently in the process of obtaining major product certifications for our bi-facial solar power products.

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Solar Power Project

Many solar power projects are being commissioned in Europe and other countries, driven by, among other things, government mandates that require electric utility companies to use renewable energy to produce a certain percentage of their power by a future date. In 2012, we began entering into arrangements to invest in solar power projects. We acquired equity interests in two SPVs, each of which was established to hold the assets and assume the liabilities for a solar power project. Through a series of contractual arrangements, we, among other things, supply all PV modules and other related products to each SPV, which constitute a significant component of the project cost, arrange the construction of the solar power project owned by each SPV and have substantive management rights and oversight in each SPV. Once construction on the project is completed, the project begins operating and generating power. This power is sold on the power grid, generating revenues that go to the SPVs. We plan to sell these projects to potential purchasers.

We had two solar power projects in the United Kingdom, which had been connected to the grid since March and April 2013, respectively. Pursuant to Britain solar industry policy, solar power projects connected to the grid before April 1, 2013 is entitled to Renewable Obligation Certificate, or ROC, which enables us to be paid for sale of renewable power for one of our solar power projects in addition to ordinary price of our power sold on grid. In later 2013, we sold the solar power project which was connected to the grid in March 2013 to a third party purchaser. Going forward, we may incorporate more solar power project companies in China and more solar power project companies in China and other overseas markets, including Turkey and sell them to suitable purchasers depending on, among other things, market conditions and return on investment.

Raw Materials

Silicon wafers are the most important raw materials for producing solar cells and solar module products, with monocrystalline and multicrystalline silicon wafers as the most commonly used materials. We can produce solar cells with either of these types of silicon wafers, and this dual capability provides us with flexibility in raw material procurement.

We seek to procure silicon wafers from various suppliers, most of which are manufacturers located in China. Historically, we procured polysilicon from various suppliers, and outsourced the production of silicon wafers from these polysilicon raw materials under toll manufacturing arrangements with third parties. We also sold polysilicon raw materials to wafer manufacturers and purchased silicon wafers from them under buy-and-sell arrangements in order to maintain the quantity and quality of silicon wafer supplies. In 2013, we purchased accessorial materials and sold modules, or purchased solar wafers and sold solar cells to the same counterparties under buy-and-sell arrangements. In 2013, we processed silicon wafers and solar cells provided by our customers into solar modules under OEM arrangements, and we charged processing fees from these customers.

Our manufacturing process also involves metallic paste, chemicals and other materials. We secure these raw materials from multiple vendors who have demonstrated good quality control and reliability.

In 2013, our principal suppliers of raw materials and solar cells included CEEG (Nanjing) Semiconductor Co., Ltd., Guodian Zhaojing Photovoltaic Technology Jiangsu Co., Ltd., Zhejiang Fortune Photovoltaic Co., Ltd., GD Solar Co., Ltd., and Changzhou GCL Photovoltaic Technology Co., Ltd. Our top five suppliers supplied approximately 37.7% of silicon wafers and other supplies that we procured in 2013. Due to the industry-wide shortage of silicon raw materials experienced prior to 2008, we purchased silicon raw materials using short-term and long-term contracts from a limited number of international and domestic suppliers. Some agreements provide for firm purchase commitments and fixed pricing or pricing adjustable within a relatively small range. From the fourth quarter of 2008 to mid-2009, the price of silicon raw materials decreased rapidly due to the excess supply of silicon raw materials resulting from a slowed global solar power market growth. In light of such excess supply, we have re-negotiated with our long-term supply partner in regard to certain long term supply contract signed in 2008. In 2009 and 2010, almost all of our purchases of silicon raw materials were made under short-term contracts. In October 2010, we entered into a three-year contract with Green Energy Technology Inc., Ltd. for supplies of solar wafers, which allows to adjust the price on a monthly basis. In January 2011, in order to secure stable supply of silicon wafers while maintaining the ability to keep the price at the market level, we entered into a six-year agreement with Suzhou GCL Photovoltaic Technology Co., Ltd. and its related parties, all of which are subsidiaries of GCL-Poly. Under such six-year framework long-term silicon wafer supply agreement, GCL-Poly will supply to us wafers sufficient to produce not less than a certain portion of our manufacturing capacities over six years from January 2011 to December 2016, and we have agreed to procure a certain amount of our total silicon wafer requirement from GCL-Poly each year during the term of the agreement. Under this agreement, the prices of the wafers were initially predetermined, however both parties shall adjust purchase prices accordingly in case of a decline of over 5% in monthly market price of wafer. Due to the volatility of silicon wafer prices, we have negotiated periodically wafer purchase amounts and prices from time to time. We expect to continue to do so in the future. Given the current wafer price environment, we also seek to exert greater control over incoming wafer quality while establishing stable and long-term relationships with high quality suppliers. CEEG (Nanjing) Semiconductor Co., Ltd., a related party of our company, has agreed to supply to us silicon wafers from October 2011 to December 2013 and the price can be renegotiated if the market price is lower than the originally agreed price. These long-term contracts also require us to make an advance payment of a certain negotiated amount.

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Quality Assurance and Customer Support and Service

Our quality control consists of three components: incoming inspection through which we ensure the quality of the raw materials that we source from our suppliers, in-process quality control of our manufacturing processes, and output quality control of finished products through inspection and testing. We have received the ISO 9001:2008 certification for our quality assurance programs, which we believe demonstrates our technological capabilities and instills customer confidence. We strictly adhere to the standards enacted by international authoritative institutions in our operation. In addition, we also ensure that the performance of our products is adherent to specified standards when testing the conversion efficiency of our products. Our solar module products have passed the potential induced degradation test in September 2012 conducted to assess loss of power output of solar modules under severe conditions by TUV Rheinland Group, or TUV, an internationally recognized certification authority, which demonstrates high quality and reliability of our solar modules and our commitment to continued improvement of performance of our solar power products.

A team within our sales group works closely with our quality assurance group to provide customer support and service. We emphasize gathering customer feedback for our products and timely addressing customer concerns. Our customer support and service team also provides our customers with training and consultation with respect to the application of our products.

Customers and Markets

Before our acquisition of SST and NRE on November 1, 2010, we sold our solar cells primarily to module manufacturers, who assemble our cells into solar modules and solar power systems for use in various markets, particularly the European market. Historically, we also outsourced to third parties the manufacturing of solar modules from our solar cells or purchase solar modules from third parties for sale of such solar modules to our customers. Since the fourth quarter of 2010, substantially all of our solar cells have been used for our module production. The amount of solar cells manufactured by us account for approximately 53.1% of the supplies we used for our module business in 2013. Sales generated from solar cells and solar modules accounted for 0.5% and 90.7%, respectively, of our net revenues in 2013. We expect to lower our cost and achieve higher profit by continuing supplying substantially all of our solar cells to our module manufacturing in the future.

Historically, we made a majority of our sales to customers located in China. In recent years, in connection with our overseas marketing efforts and commercial manufacturing and sales of solar modules, we substantially increased the portion of our products sold to customers outside China. For the years ended December 31, 2011, 2012 and 2013, approximately 93.3%, 90.0% and 69.3% of our total net revenues was derived from customers outside China, respectively. For the year ended December 31, 2013, approximately 30.4% of our net revenues was derived from sales of solar power products to our top five customers, including GD Solar Co., Ltd., Zhongli Talesun Solar Co., Ltd., Larsen&Toubro, INFiNi Co., Ltd., TBEA Sunoasis Co., Ltd.

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The following table sets forth by region our net revenues derived from sales of our products for the periods indicated.

	Year Ended December 31,
	2011				2012				2013
	(in thousands, except percentages)
Europe:
— France	$	58,439	10.3		$	19,759	6.8		$	48,505	15.3	%
— Germany		57,314	10.1	%		65,979	22.5	%		43,997	13.9
— Italy		170,681	30.1			45,430	15.5			7,747	2.5
— UK		—	—			11,845	4.0			6,056	1.9
— Bulgaria		—	—			22,301	7.6			1,886	0.6
—Czech Republic and Slovakia		28,260	5.0			5,699	1.9			1,806	0.6
— Spain		4,432	0.8			657	0.2			1,559	0.5
— Belgium		46,114	8.2			1,954	0.7			1,320	0.4
— Others		42,376	7.5			34,581	11.8			36,317	11.5
Europe Total		407,616	72.0			208,205	71.1			149,192	47.2	%
PRC		38,087	6.7			29,149	10.0			97,039	30.7
Japan		—	—			—	—			31,313	9.9
India		49,415	8.7			867	0.3			26,943	8.5
South Korea		7	0.0			14	0.0			—	—
Australia		32,599	5.8			39,605	13.5			7,783	2.5
America		3,992	0.7			1,932	0.7			1,838	0.6
Others		34,576	6.1			12,949	4.4			2,078	0.6
Total net revenues	$	566,292	100	%	$	292,721	100	%	$	316,186	100	%

In order to continue growing our sales and to reduce our reliance on any particular market segment, we intend to broaden our geographic presence and customer base. We plan to further expand into several overseas solar power markets, including European countries and those countries and regions with growing demand or market potential for solar power products, such as Japan, India, United States, Australia, Thailand and other countries and regions as we expand our solar power business. We sell our products primarily under sales contracts, purchase orders and buy-and-sell arrangements, as follows:

· Sales contracts and purchase orders. Historically, we entered into sales contracts of various terms with our customers and were obligated to deliver solar power products according to a pre-agreed price and schedule during the term of the contract. Given the volatility in average selling prices of silicon raw materials and solar power products in recent periods, a substantial portion of our contracts now provide for re-negotiation of price terms based on regular pricing reviews every three or six months or provide for adjustment of pricing terms when the change in exchange rate reaches certain benchmarks. We typically require our customers to pay a certain percentage of the purchase price as advance payment within a short period after signing the sales contracts. The percentage of advance payments varies depending on the credit status of our customers, our relationship with the customers, market demand and the terms of a particular contract. We may grant our large customers credit terms, usually within 90 days, according to our current credit policy. With respect to the other customers, we typically request full payment before or upon shipment. We may grant longer credit terms to our customers to follow market practice as we expand our solar power business. We also sell our solar power products via purchase orders placed by our customers. As we expand our solar power business, we continue to use the combination of sales contracts and purchase orders to directly sell solar modules to end customers.

· Buy-and-sell arrangements. In order to fill potential shortfalls in production capability and secure the quality of solar cells and solar modules, we obtained solar cells from our customers, and were obligated to sell solar wafers or solar modules to them in return under buy-and-sell arrangements in 2012. In 2013, we purchased accessorial material and sold modules, or purchased solar wafers and sold solar cells to the same counterparties under buy-and-sell arrangements. The payment we made and the payment our customers made under buy-and-sell arrangements were either settled separately or sometimes offset against each other. From 2008, particularly in the fourth quarter of 2008, the first quarter of 2009 and throughout 2011, 2012 and 2013, partly due to the impact of global financial market disruption and economic slowdown, some of our customers cancelled or delayed orders for our products. Purchases of solar power products tend to decrease during the winter months because of adverse weather conditions in certain regions, which complicate the installation of solar power systems. Historically, our results of operations have been affected by such seasonality of industry-wide demand for solar power products.

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Sales and Marketing

We currently market and sell our solar power products worldwide mainly through our direct sales force. We also have sales force in Europe to expand our overseas market. Our marketing programs include industrial conferences, trade fairs, advertising and public relation events, and seminars to solicit customers. Our sales and marketing groups work closely with our research and development and manufacturing groups to coordinate our product development activities, product launches and ongoing demand and supply planning. We are building a global sales network and have established regional sale offices in many markets across the world, including China, Hong Kong, U.S., Italy, France, England, Luxembourg and Australia. We may establish more subsidiaries or regional offices in Romania, Spain, Italy and Japan in the future to further expand our sales network. In addition, we also sell some of our solar power products through distributors.

Historically, the identity of our customers has changed substantially from year to year. We aim to further develop long-term relationships with key customers who are market leaders or strong niche players in their respective industrial or geographic segments. We believe that these customers will provide consistent revenue streams to minimize business volatility, and we target to achieve a substantial portion of our total net revenues from sales to strategic customers. To further diversify our customer base, which historically consisted primarily of module manufacturers and system integrators purchasing solar cells as we historically focused on solar cell business, we have increased our sales to system integrators, solar power project developers and solar power product distributors in connection with our expansion of our solar power business.

Intellectual Property

As of December 31, 2013, we have 62 issued patents and 98 patent applications pending in China. Our issued patents and patent applications relate to technology of production of and improvement to our solar power products and their manufacturing process. We intend to continue to assess appropriate opportunities for patent protection of those aspects of our technology that we believe provide significant competitive advantage to us.

We also rely on a combination of trade secrets and employee contractual protections to establish and protect our proprietary rights. We believe that many elements of our solar power products and manufacturing processes involve proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, equipment designs, algorithms and procedures. We have taken security measures to protect these elements. All of our research and development personnel have entered into confidentiality and proprietary information agreements with us. These agreements address intellectual property protection issues and require our employees to assign to us all of their inventions, designs and technologies that they develop primarily utilizing our resources or when performing their duties during their employment.

We are the registered owner of the trademarks “NPV”, “CSUN” and “SUNERGY” and one logo in China. Further, CEEG and Sunergy Nanjing entered into two trademark license agreements effective as of February 9, 2006 and June 7, 2006, respectively, pursuant to which CEEG granted to Sunergy Nanjing the rights to use the trademarks of “CEEG” and its Chinese characters in Sunergy Nanjing’s ordinary business for ten years. In addition, each of SST and NRE entered into trademark license agreements with CEEG on September 1, 2007, pursuant to which these two companies were granted the rights to use the trademarks of “CEEG” and another logo with a ten-year period. We have registered the trademark of “CSUN” in Hong Kong, European Union, the United States, Japan, Australia and Mexico. We also have registered the trademark of “SUNERGY” in France, Spain and Turkey, one logo in European Union, and both the trademark of “SUNERGY” and such one logo in Hong Kong, U.S., Japan and Korea. We have registered the trademarks of “QSAR” in Australia, U.S. and European Union, and we are filing trademark registration applications for the logos “QSAR” in China and India. We are also filing trademark registration applications for the logo “Waratah” in Australia, Brazil, Philippine, Malaysia, United States, European Union, China, Indonesia, Canada, Japan, Korea and India, and for the logo in China, India, Australia, European Union, United States, Japan, Canada, Thailand and Malaysia.

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Competition

The market for solar power products is highly competitive and continually evolving. We expect to face increased competition, which may result in price reductions, reduced margins or loss of market share. We believe that the key competitive factors in the market for solar power products include:

· manufacturing efficiency;

· conversion efficiency and performance;

· price;

· strength of supplier relationships; and

· reputation.

We used to compete with specialized solar power manufacturers such as JA Solar Holdings Co., Ltd., Motech Industries Inc., Q-Cells AG and Solarfun Power Holdings Co., Ltd. when we focused on solar cell business. As we have expanded into solar module business since the fourth quarter of of 2010, our current competitors include crystalline based solar cell and module manufacturers such as SunPower Corporation, Trina Solar Limited, Yingli Green Energy Holding Company Limited, Canadian Solar Inc., Hanwha SolarOne Co., Ltd., Jinko Solar Holding Co., Ltd. and ReneSola Ltd.

Many of our competitors may be developing or currently producing products based on alternative solar power technologies, such as Panda cell of Yingli Green Energy Holding Company Limited, Honey cell of Trina Solar Limited and Maple cell of JA Solar Holdings Co., Ltd., which may ultimately have costs similar to, or lower than, our projected costs. We expect that we will also need to compete with new entrants to the solar power market. In addition, the entire solar power industry also faces competition from conventional and non-solar renewable energy technologies.

Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors’ greater size in some cases provides them with a competitive advantage with respect to manufacturing costs due to their economies of scale and their ability to purchase raw materials at lower prices. Many of our competitors also have more established distribution networks and larger customer bases. As a result, they may be able to devote greater resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. See Item 3. “Key Information — D. Risk Factors — Risks Related to Our Company and Our Industry — Because the markets in which we compete are highly competitive and many of our competitors have greater resources than we do, we may not be able to compete successfully and we may lose or be unable to gain market share.”

REGULATION

This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders’ rights to receive dividends and other distributions from us.

Renewable Energy Law and Other Government Directives

In February 2005, China enacted its Renewable Energy Law, which became effective on January 1, 2006 and was amended on December 26, 2009. The Renewable Energy Law sets forth policies to encourage the development and use of solar energy and other non-fossil energy. The renewable energy law sets out the national policy to encourage and support the use of solar and other renewable energy and the use of on-grid generation. It also authorizes the relevant pricing authorities to set favorable prices for the purchase of electricity generated by solar and other renewable power generation systems.

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The law also sets out the national policy to encourage the installation and use of solar energy water-heating systems, solar energy heating and cooling systems, solar PV systems and other solar energy utilization systems. It also provides the general principles regarding financial incentives for the development of renewable energy projects. The projects, as listed in the renewable energy industry development guidance catalogue, may obtain preferential loans from financial institutions and can enjoy tax preferences. The State Council is authorized to stipulate the specific tax preferential treatments. However, so far, no rule has been issued by the State Council pertaining to this matter. In January 2006, China’s National Development and Reform Commission promulgated two implementation directives of the Renewable Energy Law. These directives set out specific measures in setting prices for electricity generated by solar and other renewal power generation systems and in sharing additional expenses occurred. The directives further allocate the administrative and supervisory authorities among different government agencies at the national and provincial levels and stipulate responsibilities of electricity grid companies and power generation companies with respect to the implementation of the Renewable Energy Law. In July 2007, China’s National Development and Reform Commission further promulgated an implementation directive of the Renewable Energy Law. The directive stipulates the responsibility of electricity grid companies to buy all electricity generated by renewable energy power generation systems.

PRC Ministry of Construction also issued directives in September 2006 and February 2007, which seek to expand the use of solar energy in residential and commercial buildings and encourages the increased application of solar energy in different townships.

In addition, the State Council promulgated a directive in July 2005 which sets out specific measures to conserve energy resources.

On March 23, 2009, PRC Ministry of Finance promulgated the Interim Measures for Administration of Government Subsidy Funds for Application of Solar Photovoltaic Technology in Building Construction, or the Interim Measures, to support the demonstration and the promotion of solar PV application in China. Local governments are encouraged to issue and implement supporting policies for the development of solar PV technology. Under these Interim Measures, the Ministry of Finance provides subsidies for projects with individual solar installations that are greater than 50 kilowatt-peak in size and have more than 16% conversion efficiency for monocrystalline solar power products, more than 14% conversion efficiency for multicrystalline solar power products and more than 6% conversion efficiency for amorphous silicon solar power products, and gives priority support to solar power technology integrated into building construction, grid-connected solar power building applications and some public solar power building applications such as schools, hospitals and offices. For 2009, the standard subsidy is set at RMB20 per watt in principle and the detailed standard is to be determined by factors including, but not limited to, the level of integration of buildings with solar power and the technology of solar power products. The Interim Measures do not apply to projects completed before March 23, 2009, the promulgation date of the Interim Measures.

On April 16, 2009, the General Offices of the PRC Ministry of Finance and the PRC Ministry of Housing and Urban-Rural Development jointly issued the Guidelines for Declaration of Demonstration Project of Solar Photovoltaic Building Applications. These guidelines set the subsidies given out in 2009 to qualified solar projects at no more than RMB20 per watt for projects involving the integration of solar power components into buildings’ structural elements and at no more than RMB15 per watt for projects involving the installation of solar power components onto building rooftops and wall surfaces.

On July 16, 2009, PRC Ministry of Finance, Ministry of Science and Technology and National Energy Administration jointly issued the Notice on Implementation of Demonstration Project of Golden Sun to support the promotion of PV generation in China. Under this notice, the PV projects which meet certain requirements will be provided with subsidies. On November 9, 2009, Ministry of Finance, Ministry of Science and Technology and National Energy Administration further jointly issued the Notice on Successful Implementation of Demonstration Project of Golden Sun to emphasize the requirements for subsidizing the PV projects. On September 21, 2010, PRC Ministry of Finance, Ministry of Science, Ministry of Housing and Urban-Rural Development and Technology and National Energy Administration jointly issued the Notice on Enhancing the Administration of Construction of the Demonstration Project of Golden Sun and the Demonstration Project of Solar Photovoltaic Building Applications to further regulate the standards for the projects and subsidies. On November 19, 2010, PRC Ministry of Finance, Ministry of Science and National Energy Administration jointly issued the Notice on Enhancing the Demonstration Project of Golden Sun to further regulate the application for subsidies.

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On July 4, 2013, the State Counsel promulgated Several Opinions on Promoting the Healthy Development of PV Industry, or the 2013 Opinion. Under the 2013 Opinion, the authorities issued several measures to promote the development of PV industry, including, among other things, to actively explore the PV adoption market, to accelerate industrial restructuring and technological progress, to regulate industry development, to improve grid connection management and service and to improve support policies. Subsequently, to implement guidelines provided under the 2013 Opinion, from July to October 2013, several authorities at the national level, including Ministry of Finance, National Energy Administration and Ministry of Industry and Information Technology, promulgated a series of policies, in terms of provision of PV power subsidies, improvement of market supervision and setting up the PV manufacturing standards, to further encourage the development of PV industry and to regulate the order of PV market.

Environmental Regulations

We are subject to a variety of governmental regulations related to environmental protection. The major environmental regulations applicable to us include the Environmental Protection Law of the PRC, the Law of PRC on the Prevention and Control of Water Pollution, Implementation Rules of the Law of PRC on the Prevention and Control of Water Pollution, the Law of PRC on the Prevention and Control of Air Pollution, Implementation Rules of the Law of PRC on the Prevention and Control of Air Pollution, the Law of PRC on the Prevention and Control of Solid Waste Pollution, and the Law of PRC on the Prevention and Control of Noise Pollution.

We are in compliance with present environmental protection requirements in all material aspects and have all necessary environmental permits to conduct our business, except as disclosed herein, see Item 3.“Key Information—D. Risk Factors—Risks Related to Our Company and Our Industry—Noncompliance with present or future construction and environmental regulations may result in potentially significant monetary damages and fines”. Our operations are subject to regulation and periodic monitoring by local environmental protection authorities.

Restriction on Foreign Ownership

The principal regulation governing foreign ownership of solar power businesses in the PRC is the Foreign Investment Industrial Guidance Catalogue, effective as of January 30, 2012, or the Catalogue. The Catalogue classifies the various industries into four categories: encouraged, permitted, restricted and prohibited. As confirmed by the government authorities, Sunergy Nanjing, our operating subsidiary, is engaged in an encouraged industry. Sunergy Nanjing is permitted under the PRC laws to be wholly owned by a foreign company. Sunergy Nanjing is, accordingly, also entitled to certain preferential treatments granted by the PRC government authorities, such as exemption from tariffs on equipment imported for its own use.

Tax

On March 16, 2007, the National People’s Congress of China promulgated the EIT Law. On December 6, 2007, the State Council promulgated the EIT Law Implementation Rules. Both the EIT Law and the EIT Law Implementation Rules became effective on January 1, 2008. Under the EIT Law and the EIT Law Implementation Rules, domestically-owned enterprises and foreign-invested enterprises are all subject to a uniform tax rate of 25%. The EIT Law also provides transitional measures for enterprises established prior to the promulgation of the EIT Law and eligible for lower tax rate or preferential treatment in accordance with the then-prevailing tax laws and administrative regulations. On December 26, 2007, State Council of China promulgated the Circular. Under the EIT Law, the EIT Law Implementation Rules and the Circular, enterprises which were established and already enjoyed preferential enterprise income tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, and the enterprises which previously enjoyed the tax rate of 24% shall be subject to the tax rate of 25% in 2008, and (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term or 2012, whichever is earlier. However, The Circular also prescribes that if the above transitional relief of enterprise income tax overlaps with the preferential treatments provided by the EIT Law, an enterprise may choose the more favorable treatment, but cannot enjoy both. The treatment cannot be changed once it is chosen.

On April 14, 2008, the Ministry of Finance, the Ministry of Science and Technology and the State Administration of Taxation jointly promulgated the Recognition Measures. Pursuant to the EIT Law, the EIT Law Implementation Rules and the Recognition Measures, HNTE is eligible for a preferential tax rate of 15%.

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Pursuant to Article 10 of the Administrative Measures for Certification of New and High Technology Enterprises promulgated as of April 14, 2008 and effective on January 1, 2008, the certification of HNTE shall satisfy all the following conditions:

· The enterprises registered in China shall have independent intellectual property rights of key technologies of their main products (services) gained through independent research and development, transfer, donation or acquisition in the recent three years, or through exclusive permission for over five years;

· Their products (services) are included in the scope as provided in the Hi-tech Fields with Key State Support;

· The technicians holding educational credentials of junior college or above shall account for more than 30% of their total number of the employees in the year; the personnel engaged in research and development shall account for more than 10% of the total number of the employees in the year;

· The enterprise shall have been engaged in continuous research and development with a view to obtaining new knowledge of science and technology (excluding humanities and social science), to use new knowledge of science and technology in a creative way or to achieve fundamental innovation of its products (services), and the ratio of the total expenses earmarked for research and development to its sales income in the latest three fiscal years shall, specifically, be no lower than 3% for an enterprise whose latest annual sales income is over RMB 200 million;

· Of the expenses earmarked for research and development, the total expenses for research and development accrued in the territory of China shall account for no less than 60% of the total expenses for research and development. Where the period of registration and establishment of the enterprise is less than 3 years, the said ratio shall be accumulated according to its actual operation period;

· The income from high and new technology products shall account for more than 60% of the total income of the enterprise in the year;

· The enterprise’s capacity of research and development and organization, capacity of transformation of scientific achievements, amount of independent intellectual property rights, index of growth of sales and total assets shall be in conformity with requirements of Directions on Certification and Management of New and High Technology Enterprises.

Certain of our subsidiaries are entitled to the preferential tax rates, as long as they are qualified as HNTEs. The HNTE status allows qualifying entities to be eligible for a 15% tax rate for three years. At the conclusion of each three year period, the qualifying enterprise has the option to renew its HNTE status for an additional three years through an application process if such enterprise’s business operations continue to qualify for HNTE status.

We received certification of HNTE status for Sunergy Nanjing and SST in October 2008 and December 2009, respectively. Both Sunergy Nanjing and SST renewed their respective HNTE certificates in 2011 and 2012, respectively. Therefore Sunergy Nanjing and SST have been eligible for a 15% tax rate between 2008 and 2013, and 2009 and 2014, respectively. However, pursuant to the Circular, Sunergy Nanjing chose to enjoy the transitional relief rate of 12.5%, which was the more favorable treatment, from 2008 to 2010, and Sunergy Nanjing has enjoyed the 15% preferential rate since 2011.

NRE was acquired in November 2010 and its applicable enterprise income tax rate is 25%.

China Sunergy (Yangzhou) Co., Ltd., or Sunergy Yangzhou, was established in September 2011 and its applicable enterprise income tax rate is 25%.

Lianyungang Yuanhui Solar Power Co., Ltd. was established in July 2013 and its applicable enterprise income tax rate is 25%.

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Pursuant to the Provisional Regulation of China on Value Added Tax and its provisional rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and replacement services and the importation of goods into China are generally required to pay value added tax, or VAT, at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion or all of the refund of VAT that it has already paid or borne. Accordingly, our PRC subsidiaries are subject to the 17.0% VAT with respect to their sales of solar power products in China, while export sales of our solar power products are exempt from such VAT.

Foreign Currency Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), as amended in 1997 and 2008 respectively. Under these regulations, the Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. However, for capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside China, the conversion of foreign currencies into Renminbi is subject to the prior approval of SAFE.

Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), enterprises may only buy, sell or remit foreign currencies at banks that are authorized to conduct foreign exchange business after the enterprise provides valid commercial documents and relevant supporting documents and, in the case of certain capital account transactions, after obtaining approval from SAFE or its competent local branches. Capital investments by enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, SAFE and the National Development and Reform Commission, or their respective competent local branches.

Pursuant to the Notice of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-funded Enterprises (2008), the foreign currency capital of foreign invested enterprises, after being converted to Renminbi, can only be used for doing business within the business scope approved by relevant governmental authorities, and shall not be used for domestic equity investment unless otherwise provided for.

Dividend Distribution

The principal regulations governing distribution of dividends of wholly foreign-owned enterprises include the Wholly Foreign- owned Enterprise Law (1986), as amended by the Decision on Amending the Law of the PRC on Wholly Foreign-owned Enterprise (2000), and the Implementing Rules of the Wholly Foreign-owned Enterprise Law (1990), as amended by the Decision of the State Council on Amending the Implementing Rules of the Law of the PRC on Wholly Foreign-owned Enterprises (2001).

Under these regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, wholly foreign owned enterprises in China are required to set aside at least 10% of their respective after-tax profits based on PRC accounting standards each year, if any, to fund its general reserves fund, until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. A wholly foreign owned enterprise is also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds.

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Share Incentive Plan

On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals’ Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. On February 15, 2012, the Stock Option Rules were amended and substituted by the Notice on Issues Relating to Domestic Individuals Participating in Share Incentive Plan of Overseas Publicly-Listed Company, or the New Stock Option Rules. The purpose of the Stock Option Rules and the New Stock Option Rules are to regulate the foreign exchange administration of PRC domestic individuals who participate in employee stock ownership plans and stock option plans of overseas listed companies. The New Stock Option Rules aim to clarify and simplify the foreign exchange procedures involved in the implementation of share incentive plans. Under the New Share Option Rules, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through a qualified PRC agent, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. The PRC agent shall apply to the local foreign exchange bureau to make the foreign exchange registration for the participants in the share incentive plan. If the participants need to use RMB to participate in the share incentive plan, the PRC agent shall open a special account to hold the funds required in connection with the stock purchase or option exercise, any returned principal or profits upon sales of stock, any dividends issued upon the stock and any other income or expenditures approved by SAFE. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise or sale of stock options. The General Administration of Taxation has also issued certain circulars concerning employee share options. Pursuant to these circulars, our employees working in China who exercise their share options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to such employee share options with relevant tax authorities and withhold individual income taxes of those employees who exercise their share options. Failure to comply with such rules may subject such overseas-listed company and the participants of share incentive plan who are PRC citizens to fines and legal sanctions and prevent the overseas-listed company from further granting options under its share incentive plan to its employees.

Intellectual Property Rights

The Patent Law (1984), as amended by the Decision on Amending the Patent Law (2000) and the Decision on Amending the Patent Law (2008), and the Implementing Rules of the Patent Law (2001), as amended by the Decision on Amending the Implementing Rules of the Patent Law (2002) and the Decision on Amending the Implementing Rules of the Patent Law (2010) provide for the application and protection of patents. An invention patent shall be valid for twenty years and an external design patent and a utility model patent shall be valid for ten years, commencing on their application dates, respectively. Any persons or entities using a patent without the consent of the patent owner, making counterfeits of patented products, or conducting other activities which infringe upon patent rights will be held liable for compensation to the patent owner, fines charged by the administrative authorities and even criminal punishment.

The Trademark Law of the PRC (1983), as amended in 1993 and 2001, respectively, and the Implementing Regulations of the Trademark Law (2002) provide for the application, protection and license of trademarks. A registered trademark shall be valid for ten years, commencing on the date of registration and can be renewed by an application made within six months before expiration. The renewed registration shall also be valid for ten years and can be renewed unlimitedly.

Labor and Work Safety

The laws and regulations governing the labor relations for enterprises and institutions in the PRC include Labor Law of the PRC (1995), or the Labor Law. Contracts must be formed if labor relationships are established between entities and their laborers. The Labor Law sets limits on the maximum number of hours a laborer can work, and entities must establish and continuously develop its system for labor safety and sanitation, strictly abide by national rules and standards on labor safety and sanitation, provide laborers with safety and sanitation conditions and educate laborers on labor safety and sanitation. The government provides additional protection to female staff and workers and juvenile workers.

On June 29, 2007, the National People’s Congress enacted the Labor Contract Law, which came into effect as of January 1, 2008. The Labor Contract Law imposes stricter requirements in terms of signing labor contracts, paying remuneration, stipulating probation and penalties and dissolving labor contracts. On December 28, 2012, the Standing Committee of the National People’s Congress further amended the Labor Contract Law and the amendment became effective on July 1, 2013, pursuant to which the dispatched employees are only allowed to undertake the short-term, supporting and replaceable jobs.

The laws and regulations governing the labor relations also include the Work Safety Law of the PRC (2002), as amended in 2009, the Regulation on Occupational Injury Insurance (2004), as amended in 2011, the Interim Measures Concerning the Maternity Insurance (1995), the Interim Regulations on the Collection and Payment of Social Insurance Premiums (1999) and its interim measures (1999), the Social Security Law (2010) and the Regulation on the Administration of Housing Fund (2002).

Our PRC subsidiaries are subject to the above laws and regulations.

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C. Organizational Structure

The following diagram illustrates our company’s organizational structure, and the place of formation, ownership interest and affiliation of each of our subsidiaries as of the date hereof.

In November 2007, Sunergy BVI and CEEG jointly incorporated China Sunergy (Shanghai) Co., Ltd., or Sunergy Shanghai., in which we hold a 95% interest, and CEEG a 5% interest. In September 2008, Sunergy BVI transferred its 95% equity interest in Sunergy Shanghai to Sunergy Hong Kong. In September 2008, CEEG transferred its 5% equity interest in Sunergy Shanghai to Sunergy Hong Kong, as a result of which Sunergy Hong Kong became the 100% holding company of Sunergy Shanghai in April 2009. In October 2011, Sunergy Hong Kong transferred its 75% equity interest in Sunergy Shanghai to Sunergy Nanjing, as a result of which Sunergy Hong Kong held a 25% equity interest and Sunergy Nanjing held a 75% equity interest in Sunergy Shanghai. In March 2014, Sunergy Nanjing and Sunergy Hong Kong signed a share transfer agreement with CEEG, under which Sunergy Nanjing and Sunergy Hong Kong agreed to sell and CEEG agreed to purchase, 100% of the equity interest in Sunergy Shanghai. Upon the completion of such share transfer, Sunergy Shanghai will no longer be a subsidiary of our Company.

In December 2007, Sunergy BVI incorporated Sunergy Hong Kong in Hong Kong. During the same month, Sunergy BVI transferred all its equity interest in Sunergy Nanjing to Sunergy Hong Kong, as a result of which Sunergy Hong Kong became the direct holding company of our principal operating subsidiary, Sunergy Nanjing. In November 2007, Sunergy BVI incorporated China Sunergy Europe GmbH in Munich, Germany.

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On November 1, 2010, we completed the acquisition of SST and NRE, both of which were our related parties and were controlled by our chairman Mr. Tingxiu Lu before the acquisitions, from CEEG, an entity controlled by Mr. Tingxiu Lu, and Sundex Holdings Limited, a company not affiliated with us. The total acquisition consideration of these two modules manufacturers are approximately RMB308.0 million ($48.9 million).

In June 2011, Sunergy Nanjing and Sunergy Hong Kong incorporated Sunergy Yangzhou, in Yangzhou, Jiangsu Province, China, for the purpose of manufacturing, research and development of solar power products. Sunergy Nanjing holds a 50% interest and Sunergy Hong Kong holds a 50% interest of China Yangzhou, respectively.

In April 2011, Sunergy Hong Kong incorporated China Sunergy (US) Clean Tech Inc in California, U.S., for the purpose of sales and marketing of our products. In May 2011, Sunergy Hong Kong incorporated China Sunergy Trading (Hong Kong) Co., Limited in Hong Kong which was renamed to CSUN Trading (Hong Kong) Co., Limited in August 2012, for the purpose of sales and marketing of our products. In August 2011, Sunergy BVI incorporated China Sunergy Luxembourg S.A. in Luxembourg through acquisition of a shell company in order to explore potential investments opportunities in solar power projects throughout Europe, and we began entering into arrangements to develop commercial solar power systems for these solar power projects.

In March 2012, Sunergy Hong Kong incorporated CSUN International (Hong Kong) Co., Limited in Hong Kong for the purpose of investment.

In April 2012, Sunergy Hong Kong incorporated CSUN Holding (Luxembourg) S.a.r.l. in Luxembourg for the purpose of investment.

In May 2012, Sunergy Hong Kong incorporated CSUN Renewable Energy (France) S.a.r.l. in Nice, France for the purpose of selling and marketing our solar power products.

In July 2012, CSUN Holding (Luxembourg) S.a.r.l. incorporated CSUN Holding UK Ltd. in London, UK for the purpose of engineering and service of solar projects.

In August 2012, CSUN Holding (Luxembourg) S.a.r.l. incorporated CSUN (Italy) s.r.l. in Rome, Italy for the purpose of selling and marketing our solar power products.

In November 2012, CSUN Trading (Hong Kong) Co., Limited. incorporated and owns 80% equity interest in each of CSUN Eurasia Energy Systems Industry and Trade Inc. and CSUN Eurasia Energy Technologies Industry and Trade Inc. in Istanbul, Turkey for the purpose of manufacturing our solar power products.

In October 2012, CSUN Holding (Luxembourg) S.a.r.l. purchased and owns 100% equity interest in each of AEE Renewables UK 6 Limited Company and AEE Renewables UK 7 Limited Company in London, UK for the purpose of operating solar power projects.

In July 2013, Sunergy Nanjing incorporated Lianyungang Yuanhui Solar Power Co., Ltd. in Lianyungang, China for the purpose of developing solar power project.

In February 2014, we completed the acquisition of CSUN Australia Pty. Ltd, which was our related party and was controlled by our chairman Mr. Tingxiu Lu before the acquisition. We plan to use CSUN Australia Pty. Ltd to sell and market our solar power products.

In April 2014, CSUN Trading (Hong Kong) Co., Limited. incorporated and owns 70% equity interest in CSUN (Japan) Solar Energy Co., Ltd in Tokyo, Japan, for the purpose of distributing our solar power products and developing solar power stations.

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D. Property, Plant and Equipment

We are headquartered at No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu, China. As of December 31, 2013, we conducted our research, development and manufacturing of solar cell products at our facilities in Nanjing, where we occupied a site area of approximately 79,800 square meters. These facilities include office premises with a total floor space of approximately 9,600 square meters and manufacturing facilities with a total floor space of approximately 21,500 square meters that currently accommodates 11 solar cell manufacturing lines of a total production capacity of 396 MW, and a new research and development facility with a total floor space of approximately 22,970 square meters that will accommodate three more solar cell manufacturing lines of a total production capacity of approximately 200MW and one research and development line. Except for this research and development facility, we currently have no plan to construct any additional research and development facility in Nanjing.

We conducted our research, development and manufacturing of solar module products at the facilities of SST in Shanghai and the facilities of NRE in Nanjing. As of December 31, 2013, SST occupied a site area of 66,665 square meters as its new plant in Shanghai, which includes office premises with a total floor space of approximately 8,784 square meters and manufacturing facilities with a total floor space of approximately 30,152 square meters. SST’s manufacturing facilities currently accommodate module production capacity of 585 MW. As of December 31, 2013, NRE occupied a site area of approximately 29,300 square meters, which includes, among others, manufacturing facilities with a total floor space of approximately 23,000 square meter that currently accommodate the office premises of 800 square meters and 270 MW module production capacity.

We have obtained land use rights from Yizheng land and resources bureau to a plot of land in Yangzhou, Jiangsu Province with a site area of approximately 345,591 square meters in December 2011, for a consideration of RMB76.7 million ($12.2 million). However, the construction of our new solar cell manufacturing premises in Yangzhou has been delayed due to market conditions. See Item 3. “Key Information - D. Risk Factors - Risks Related to Our Company and Our Industry - We have experienced and will continue to experience difficulty in financing construction of our manufacturing and research and development facilities, which may negatively affect our expansion plan, results of operation and prospects.”

In 2012, we also relocated some of our module production capacity to Turkey. Our factories and offices in Turkey occupy a total floor space of approximately 20,800 square meters, which we leased from a Turkey company with a monthly rental of approximately $125,000. As of December 31, 2013, our facilities in Turkey accommodate 300 MW module production capacity and 108 MW cell production capacity, respectively.

We maintain property insurance policies with reputable insurance companies for covering our equipment, facilities, buildings and their improvements, and office furniture. These insurance policies cover losses due to fire, flood and a wide range of other natural disasters. We maintain director and officer liability insurance for our directors and executive officers. Our insurance products contain various coverage limits and deductibles.

Item 4a. UNRESOLVED STAFF COMMENTS

Not Applicable.

Item 5. Operating and Financial Review and Prospects

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F. This report contains forward-looking statements. See “Introduction—Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. Operating Results

Overview

We manufacture and sell solar cell and solar module products that convert sunlight into electricity for a variety uses. We also invest in, develop and operate solar power projects. Historically, we primarily manufactured and sold solar cells. In the fourth quarter of 2010, as part of our business strategy to achieve more vertical integration, we acquired SST and NRE, two solar module manufacturers, and began engaging in massively manufacturing and selling solar modules. Since then, substantially all of the solar cells we produce have been used for the production of our solar module products. Currently, we sell solar modules as our principal products to system integrators, solar power project developers and solar power product distributors located in various market around the world, including PRC, France, Germany, Japan, India, Australia, Italy and UK.

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We commenced business operations in August 2004. Our manufacturing capacity and operations have grown significantly since we completed acquisition of two solar module manufacturers in the fourth quarter of 2010. Assuming the use of 156-millimeter monocrystalline silicon wafers, we had an aggregate annual production capacity of solar cells of 404 MW, 504 MW and 504 MW as of December 31, 2011, 2012 and 2013, respectively, and an aggregate annual production capacity of solar modules of 915 MW, 1,155 MW and 1,155 MW as of December 31, 2011, 2012, and 2013, respectively.

In 2011, the shipment of our solar power products amounted to 420.3 MW, including 6.6 MW of solar cells sold, 2.2 MW solar cells and modules processed under OEM arrangements and 411.5 MW of modules sold. In 2012, the shipment of our solar power products amounted to 391.0 MW, including 12.0 MW of solar cells sold and 379.0 MW of modules sold. In 2013, the shipment of our solar power products amounted to 577.4 MW, including 9.9 MW of solar cells sold, 89.8 MW solar cells and modules processed under OEM arrangements and 477.7 MW of modules. We had net revenues of $566.3 million, $292.7 million and $316.2 million in 2011, 2012 and 2013, respectively. We incurred net loss of $94.3 million, $133.6 million, and $51.6 million in 2011, 2012 and 2013, respectively.

We operate and manage our business as a single segment.

Factors Affecting Our Results of Operations

Industry Demand

Our business and revenue growth depend on the market demand for solar power products. The solar power market grew rapidly in the past several years. During that period, our business and revenue growth were primarily driven by industry demand and our ability to retain existing customers, attract new customers and expand our manufacturing capacity at the same time. According to Solarbuzz, the global solar power market, as measured by global PV market demand, grew at a CAGR of 36.9% from approximately 7.73 gigawatts, or GW, in 2009 to approximately 37.20 GW in 2013. According to Solarbuzz, global PV market demand may further increase to approximately 62.43 GW in 2016 on a baseline estimate, which we believe will be driven largely by market demand related to falling PV system installation costs, rising grid prices, and government initiatives.

In the fourth quarter of 2008 and the first quarter of 2009, the global solar power industry experienced a precipitous decline in demand due to decreased availability of financing for downstream buyers of solar power products as a result of the global economic crisis. The demand for solar power products rebounded significantly in 2010 as a result of, among other things, sustainable government incentives to develop solar power as an alternative energy solution, steady manufacturing cost reduction of solar power products and easy access to financing capital to build solar infrastructures. However, the global solar power industry witnessed another recession in 2011 due to, to a large extent, a combined effect of oversupply of solar power products and steep decrease in governmental subsidies afforded by major European markets. In 2012, the market conditions for global solar power industry continued to be very challenging due to, among other things, continued supply-demand imbalance, steep decrease in governmental subsidies afforded by major European markets, and anti-dumping and anti-subsidy proceedings initiated in the United States. The global solar market continued to suffer in 2013 primarily due to supply-demand imbalance. However, the decline in solar power product prices slowed down and tended to stabilize in later 2013, partly attributable to an improvement in imbalance of supply and demand. Consequently, the average selling price per watt of our solar modules decreased from $0.74 in 2012 to $0.61 in 2013.

Demand for solar power products is also influenced by macroeconomic factors such as the global economic downturn, the supply and prices of other energy products, such as oil, coal and natural gas, as well as government regulations and policies concerning the electric utility industry. A decrease in oil prices, for example, may reduce demand for investment in alternative energy. The global economic downturn, which may affect the availability of financing, may also contribute to decreased sales and shipments of solar power products and the slowdown of the large solar project market segments. Pleases see “Item 3. Key Information – D. Risk Factors” for discussions of the risks related to industry demand for solar power products.

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Government Subsidies and Economic Incentives

We believe that the near-term growth of the market for on-grid applications depends in large part on the availability and size of government subsidies and economic incentives. Today, the cost of solar power substantially exceeds the cost of power provided by the electric utility grid in many locations, when upfront system costs are factored into cost per kilowatt. As a result, governmental bodies in many countries, most notably Germany, Italy, Spain, Japan, France, U.S., China, and Poland, have provided subsidies and economic incentives to reduce dependency on non-renewable sources of energy. These subsidies and economic incentives have come in the form of capital cost rebates, feed-in tariffs, tax credits and other incentives to end users, solar power product distributors, system integrators and manufacturers of solar power products.

However, certain early adopters of solar power incentive policies, such as Germany and Italy, announced reductions of incentive programs in 2011, 2012 and 2013. As the solar power industry continues to develop, policy shifts could reduce or eliminate these government economic incentives altogether. For example, according to Solarbuzz, the German government scheduled a tariff reduction in January 2011, retained an annual basic reduction of 9% at year-end and further reduced its feed-in tariffs by over 30% for ground mounted systems and by approximately 20% for rooftop installations from April 1, 2012. As a result of continuing reduction of feed-in tariff in recent years, the demand for PV market in Germany declined in 2013 and is expected to continue to shrink in 2014. The Italian market was also overhung by the uncertainty over funding conditions. Because of the phasing-out of its solar industry funding scheme, the demand for Italian PV market continued to decline in 2013, reaching the lowest level since 2009. In addition, PV demand in Australia also experienced a sharp decrease in 2013 partly due to the cancellation of the carbon taxation, which potentially increased the difficulty for PV projects to obtain financing. A significant reduction in the scope or discontinuation of government incentive programs, especially in our target markets, would have a material adverse effect on the demand for our solar power products as well as our results of operations. Demand for and pricing of our solar power products are highly sensitive to government subsidies and economic incentives in our targeted or potential markets. Although the implementation of incentive policies for solar power significantly stimulates demand for solar power products, including our products, reductions or limitations on such policies, as have occurred in Germany, Italy and Spain, may reduce demand for such products or change price expectations, causing manufacturers of solar power products, including us, to reduce prices to adjust to demand at lower price levels.

Pricing of Our Solar Power Products

Solar modules, which are currently our principal products, are priced based on the market price per watt for solar modules as well as the number of watts of electricity they generate. We price our standard solar modules based on the prevailing market prices at the time we enter into sales contracts with our customers or our customers place their purchase orders with us, taking into account the size of the contract or the purchase order, the strength and history of our relationship with each customer, and our silicon raw materials costs or our costs to purchase solar cells. We began increasing sales of our solar modules upon the acquisition of SST and NRE in November 2010 and the average selling price per watt of our solar modules was $1.36, $0.74 and $0.61 in 2011, 2012 and 2013, respectively. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Company and Our Industry— Volatile market and industry trends, in particular, the changes in demand for solar power products and continued downward pressure on the prices of solar power products will reduce our revenues and profitability” for more details.

Solar cells are priced based on the number of watts of electricity they can generate and on their conversion efficiency. Pricing per watt of solar cells is principally affected by manufacturing costs per watt, comprising of primarily the cost of silicon wafers, the overall market demand for solar cells, and some other factors, such as the exchange rate. Increased economies of scale and process technology advancements in the past resulted in a steady reduction in manufacturing costs and the price per watt of solar cells. To fill the gap between our solar module manufacturing capacity and our solar cells manufacturing capacity, we used a combination of self-produced solar cells and solar cells sourced from external suppliers to fulfill our solar cell requirements. We primarily sold off-specification solar cells at a discount to external customers in 2011, 2012 and 2013. We refer to byproducts of our solar cell production with low conversion efficiency as being off-specification solar cells. As such, the average selling prices of our solar cells was approximately $0.84, $0.29 and $0.15 per watt in 2011, 2012 and 2013, respectively. The market price for off-specification solar cells is typically lower than the cost incurred in their production, which results in negative margin. The average selling price of our off-specification solar cells decreased from 2011 to 2013 significantly, which was generally consistent with decreasing market price of solar cells, primarily due to oversupply of solar power products, and reduction of government incentives in key solar markets. 

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Availability, Price and Quality of Silicon Raw Materials

Silicon wafers are the most important raw material from which our solar cells and solar modules are made. To manufacture silicon wafers, polysilicon is melted and processed into crystalline silicon ingots, which are then sliced into wafers. Historically, the procurement costs of silicon raw materials have accounted for more than half of our cost of revenues since we began our commercial production of solar cells in August 2005. Silicon raw materials accounted for approximately 37.9% of our cost of revenue in 2013 compared to 40.3% in 2012. Despite declining cost of silicon raw materials as a percentage of our cost of revenue in recent years, fluctuation in the price of polysilicon have impacted and will continue to impact our production costs and our cost of revenues and net income. The success of our business and our growth strategy depends heavily on acquiring a supply of silicon wafers and related raw materials at commercially reasonable prices and terms that is consistent with our existing and planned production capacity.

We purchase silicon wafers from various suppliers, most of which are wafer manufacturers located in China. Historically, we also procured polysilicon from various suppliers and outsourced the production of silicon wafers from these polysilicon raw materials under toll manufacturing arrangements with third parties. Toll manufacturing is a type of contract manufacturing frequently used in the solar power industry, in which part of the manufacturing process is outsourced to qualified third parties, or toll manufacturers.

In addition, due to the historical industry-wide shortage of silicon raw materials experienced during the past few years, we purchased silicon raw materials using short-term and long-term contracts from a limited number of international and domestic suppliers. Some agreements provide for firm purchase commitments and fixed pricing or pricing adjustable in a relatively small range. From the fourth quarter of 2008 to mid-2009, the price of silicon raw materials decreased precipitously due to the excess supply of silicon raw materials resulting from a slowed global solar power market growth. See “Item 3. Key Information—D. Risk Factors——Our costs and expenses may increase as a result of entering into fixed price, firm purchase commitment arrangements with our suppliers” for more details. In light of such excess supply, we have sought to re-negotiate with our long-term supply partner in regard to certain long term supply contracts signed in 2008. In October 2010, we entered into a three-year contract with Green Energy Technology Inc., Ltd. for supplies of solar wafers, which allows the price to be adjusted on a monthly basis. In January 2011, in order to secure stable supply of silicon wafers while maintaining ability to keep the price at the market level, we entered into a six-year agreement with Suzhou GCL Photovoltaic Technology Co., Ltd. and its related parties, all of which are subsidiaries of GCL-Poly. Under such six-year framework long-term silicon wafer supply agreement, GCL-Poly has agreed to supply to us wafers sufficient to produce not less than a certain portion of our production capacities over six years from January 2011 to December 2016, and we have agreed to procure a certain amount of our total silicon wafer requirement from GCL-Poly each year during the term of the agreement. Under this agreement, the prices of the wafers were initially predetermined subject to periodic adjustments. Due to the volatility of silicon wafer prices, we have negotiated actual monthly and annually wafer purchase amounts and prices from time to time. We expect to continue to do so in the future. CEEG (Nanjing) Semiconductor Co., Ltd., a related party of our company, has agreed to supply to us silicon wafers from October 2011 to December 2013 and the price can be renegotiated if the market price is lower than the originally agreed price. Given the current wafer price environment, we also seek to exert greater control over incoming wafer quality while establishing stable and long-term relationships with high quality suppliers.

Historically, given the state of the industry, suppliers of silicon raw materials typically required customers to make payments in advance of shipment. Consistent with the industry practice, our suppliers generally required us to make a prepayment at a certain percentage of the order value prior to shipping. However, due to the relative oversupply of polysilicon, prepayment as a percentage of the entire contract has been reducing in recent years. In 2013, some of our suppliers granted us credit terms while certain major supplier requested us to make payment before delivery of silicon raw materials. However, our purchases of silicon raw materials may continue to require us to make certain working capital commitments. We are required to manage our borrowings to support our raw material purchases.

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Manufacturing Capacity

In order to capture the market opportunity for our solar power products, we have expanded our manufacturing capacity. When the market demand for solar power products exceeded supply, increased capacity had a significant effect on our results of operations, by allowing us to produce and sell more solar power products generating higher revenues, and by lowering certain manufacturing costs resulting from economies of scale. We had an aggregate annual solar cell manufacturing capacity of 504 MW and an aggregate annual module manufacturing capacity of 1,155 MW as of December 31, 2013. When the global supply of solar power products exceeds the global demand due to excess production capacity, global economic downturn or other reasons, we may not be able to fully utilize our manufacturing capacity due to declined demand for our products. As we incur fixed costs associated with our facilities and equipment whether they are being utilized, operating at less than full utilization will result in expenses without corresponding revenue, which will reduce our operating margins.

Changing Product Mix

We expanded our solar power business and began massively manufacturing and selling solar modules in the fourth quarter of 2010. Expansion to solar module production has changed our product mix. Each of solar cell production and solar module production represents a separate stage of the solar power production chain, with each involving, among other things, different production workmanship and processes, costs and selling prices, and marketing and sales strategies. Prior to November 2010, our sales consisted almost entirely of solar cells. Subsequent to the acquisition of SST and NRE, substantially all of the solar cells produced by us have been used in the production of our solar modules. As we began marketing and selling solar module products in the fourth quarter of 2010, our sales of solar module products increased significantly and corresponding sales of solar cells precipitously declined. In 2011, 2012 and 2013, we fulfilled approximately 31.0%, 29.8% and 56.8% of our solar cell requirements by sourcing high quality solar cells from our external suppliers, respectively. We will continue to procure solar cells from our suppliers in order to fill the gap between our solar module manufacturing capacity and our solar cells manufacturing capacity.

Also, among other things, our customer base has changed from primarily module manufacturers and system integrators purchasing solar cells to primarily system integrators, solar power project developers and solar power product distributor. The changed customer base not only allows us more access to end-users including system integrators which play important roles in solar power industry, but also exposes us to more market and credit risks as our module products’ customers are more sensitive to market fluctuations and availability of financing. We expect that our operating results for future periods will continue to be influenced by our changed product mix.

Pace of Advancement in Process Technologies

Process technologies advancement is important because it helps increase conversion efficiencies of solar cells and helps reduce the manufacturing cost of solar power products. Higher conversion efficiency generally leads to higher revenues from sales of solar power products. As a result, solar power companies, ourselves included, are continuously developing advanced process technology for large-scale manufacturing. We commercially produced our QSAR™ solar cells in 2011, and installed one new manufacturing line to produce our QSAR™ solar cells in 2012. Moreover, we have completed our development of second generation of Waratah solar power products in the fourth quarter of 2012, and improved conversion efficiency of our Waratah solar power products to approximately 17.8% in 2013. Capitalizing on our research team’s continued efforts, our solar module products have passed the potential induced degradation test in September 2012 conducted to assess loss of power output of solar modules under severe conditions by TUV, which demonstrates high quality and reliability of our solar modules and our commitment to continued improvement of our solar power products’ performance. In 2013, our research and the production management teams have made a concerted effort to improve the performance of our crystalline solar cells and modules. In addition, our research team continued to focus on the development of advanced process technology for manufacturing of high-efficiency solar power products. Thanks to the efforts of our research and development team, the average conversion rate of our multicrystalline silicon cell and monocrystalline silicon cell increased to 17.40% and 18.65%, respectively, in the third quarter of 2013. Our new high-efficient QSAR II modules have successfully passed the PID tests in Japan in May 2013.

Seasonality of Our Operations

We believe that industry demand for solar power products may be affected by seasonality. Demand tends to be lower during the winter season from December to February, primarily because adverse weather conditions in certain regions make installations of solar power systems more difficult. Furthermore, as there are fewer working days for our China-based customers during Chinese New Year holidays, usually in January or February, our sales volumes and revenues tend to be lower during these periods.

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Overview of Financial Results

Net Revenues

Our net revenues are net of value-added tax. Factors affecting our net revenues include average selling price per watt, unit volume sold and product demand for our solar power products. We began to generate net revenues primarily from the sales of solar modules after we acquired the two module manufacturers in November 2010. In 2011, we derived revenues from selling a small amount of solar cells and raw materials to certain customers. We also processed silicon wafers provided by our customers into solar cells or process solar cells provided by our customers into solar modules under OEM arrangements, and we charged processing fees from these customers. However, such revenues are immaterial in 2011. In 2012, we also derived revenues from selling a small amount of solar cells to certain customers, but did not derive revenues from OEM arrangements. In 2013, we processed silicon wafers and solar cells provided by our customers into solar modules under OEM arrangements, and we charged processing fees from these customers. Historically, certain of our third party customers accounted for more than 10% of our net revenues. However, no third party customer accounted for more than 10% of our net revenues in 2011, 2012 and 2013. Such decrease was primarily due to our expansion into solar module business and our ongoing efforts in diversifying our overall customer base.

We currently sell most of our solar modules to customers outside China, in particular, France, Germany, Japan and India. For the years ended December 31, 2011 and 2012 and 2013, approximately 93.3%, 90.0% and 69.3% of our total net revenues was made from customers outside China, respectively. In 2013, we increased our sales of solar products in PRC, primarily due to the PRC government’s policies to encourage solar industry. We have relocated some of our manufacturing operations to Turkey, which have started to ship solar power products in June 2013. We expect to further diversify our sales geographically and ramp up our production capacities in Turkey in 2014.

The following table sets forth by region our total net revenues derived from sales of our products for the periods indicated:

	Year Ended December 31,
	2011				2012				2013
	(in thousands, except percentages)
Europe:
— France	$	58,439	10.3	%	$	19,759	6.8	%	$	48,505	15.3	%
— Germany		57,314	10.1			65,979	22.5			43,997	13.9
— Italy		170,681	30.1			45,430	15.5			7,747	2.5
— UK		—	—			11,845	4.0			6,056	1.9
— Bulgaria		—	—			22,301	7.6			1,886	0.6
—Czech Republic and Slovakia		28,260	5.0			5,699	1.9			1,806	0.6
— Spain		4,432	0.8			657	0.2			1,559	0.5
— Belgium		46,114	8.2			1,954	0.7			1,320	0.4
— Others		42,376	7.5			34,581	11.8			36,317	11.5
Europe Total		407,616	72.0			208,205	71.1			149,192	47.2	%
PRC		38,087	6.7			29,149	10.0			97,039	30.7
Japan		—	—			—	—			31,313	9.9
India		49,415	8.7			867	0.3			26,943	8.5
South Korea		7	0.0			14	0.0			—	—
Australia		32,599	5.8			39,605	13.5			7,783	2.5
America		3,992	0.7			1,932	0.7			1,838	0.6
Others		34,576	6.1			12,949	4.4			2,078	0.6
Total net revenues	$	566,292	100	%	$	292,721	100	%	$	316,186	100	%

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Cost of Revenues and Operating Expenses

The following table sets forth our cost of revenues and our operating expenses as a percentage of our total net revenues for the periods indicated.

	Year Ended December 31,
	2011			2012			2013
Cost of revenues		99.7	%		100.4	%		95.2	%
Operating expenses:
Selling and marketing expenses		3.4			6.9			5.2
General and administrative expenses		7.3			25.9			9.5
Research and development expenses		1.2			2.9			1.9
Goodwill impairment loss		2.6			-			-
Total operating expenses		14.5	%		35.7	%		16.6	%

Our cost of revenues as a percentage of our total net revenues was 99.7%, 100.4% and 95.2% in 2011, 2012 and 2013, respectively. Our cost of revenues decreased as a percentage of our total net revenues in 2013 primarily due to the decrease in our cost of revenue per watt for solar modules outpacing the decrease in average selling price per watt for solar modules. Our cost of revenues slightly increased as a percentage of our total net revenues in 2012 primarily due to the decrease in average selling price per watt for solar modules outpacing the decrease in prices of raw materials. Our cost of revenues significantly increased as a percentage of our total net revenues in 2011, primarily due to declines in average selling price per watt for solar cells and solar modules that exceeded decreases in prices of silicon raw materials.

Our operating expenses include general and administrative expenses, selling and marketing expenses and research and development expenses.

Our total operating expenses as a percentage of our total net revenues was 14.5%, 35.7% and 16.6% in 2011, 2012 and 2013, respectively. Our total operating expenses in 2013 decreased significantly from 2012 to 2013 as a percentage of our total net revenues primarily due to a decrease in general and administrative expenses mainly as a result of a significant decrease in bad debt provision made by us from $47.4 million in 2012 to $0.5 million in 2013. Our bad debt provision in 2013 was primarily due to most of our overdue account receivables denominated in the Euro and appreciation of the Euro against the US dollar in 2013. Our total operating expenses in 2012 increased significantly from 2011 as a percentage of our total net revenues primarily due to the significant decrease in our total net revenues and the moderate increase in our operating expenses in 2012, which was primarily attributable to an increase in bad debt provision to $47.4 million in 2012 from $12.3 million in 2011 as a result of accruing specific provisions for certain customers, including the bad debt provision of $30.6 million for Ecoware. Our total operating expenses in 2011 increased significantly from 2010 as a percentage of our total net revenues primarily due to a $14.8 million impairment for goodwill associated with our acquisition of SST and NRE, $12.3 million bad debt provisions accrued primarily as a result of providing extended credit terms to, and accruing specific provisions for, certain customers as well as the settlement payment to REC Wafer in October 2011.

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Cost of Revenues

Our cost of revenues consists primarily of:

· Raw materials cost. Silicon raw materials, primarily in the form of silicon wafers, comprise a substantial majority of our cost of revenues. In addition to silicon raw materials, raw materials involved in our production also include metallic pastes, tempered glass, ribbon, laminate material (EVA, TPT), junction box, and aluminum frame.

· Sourcing cost. We fulfill some of our solar cell requirements by sourcing from external suppliers. The sourcing cost of solar cells is capitalized as inventory, and recorded as a part of our cost of revenues when our finished solar modules are sold. We will continue to source high-quality solar cells from reliable suppliers in order to fill the gap between our solar cell manufacturing capacity and our solar module manufacturing capacity.

· Direct labor cost. Direct labor costs include salaries and benefits for manufacturing personnel. We expect direct labor costs to increase as we hire additional manufacturing personnel as we expand our production.

· Overhead. Overhead costs include maintenance, utilities such as electricity and water used in manufacturing, and other support expenses associated with the manufacturing.

· Depreciation and amortization of manufacturing facilities and equipment. Due to our capacity expansion, our depreciation and amortization expenses have increased. We expect depreciation to increase in absolute terms in the near future following the expansion of our manufacturing capacity.

· Warranty costs for solar modules. Historically, solar modules were typically sold with a five-year or ten-year warranty for defects in material and workmanship and a minimum power output warranty of up to 25 years following the date of purchase. In 2011, we sold our solar modules with a five-year warranty for defects in materials and workmanship and a minimum power output warranty of up to 25 years following the date of purchase. We further extended our warranty for defects in materials and workmanship from five years to ten years for all standard PV solar modules shipped after August 2011. We accrue 1.0% of our net revenues generated from module sales based primarily on our own history, an assessment of our competitors’ accrual history and industry practice. We expect warranty costs to increase in absolute terms as module sales will continue to account for a larger portion of our net revenues as we expand our solar power business.

· Warranty costs for solar cells. Our sales contracts concluded after December 2006 do not contain warranty provisions, which we believe is in line with the practice of other solar cell manufacturers in China. We do not expect to enter into solar cell sales contracts with warranty provisions in the future. We still accrue warranty costs for deliveries of solar cells under the contracts concluded before December 2006.

Our cost of revenues is affected by our ability to control raw material costs, to achieve economies of scale in our operations, and to efficiently manage our supply chain, including our judicious use of third-party solar cell suppliers to fill potential shortfalls in production capability along the supply chain.

Gross Profit and Gross Margin

Our gross profit is affected by a number of factors, including the average selling prices for our solar power products, the cost of revenues, product mix, economies of scale and benefits from our ability to cost-efficiently manage our raw material supply. Our gross profit was $15.2 million in 2013, compared to negative $1.2 million in 2012 and $1.8 million in 2011. Our gross margin was 4.8% in 2013, compared to negative 0.4% in 2012 and 0.3% in 2011. Our gross margins in 2013 increased from 2012 primarily due to the decrease in our cost of revenue per watt for solar modules outpacing the decrease in average selling price per watt for solar modules. Our gross margins in 2012 decreased slightly from 2011 due to the decrease in the average selling price of our solar modules caused by decrease in governmental subsidies, the challenging market conditions and oversupply of solar power products, and the decrease in our manufacturing efficiency as a result of instable order flow.

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We may continue to face margin compression pressure in the sales of solar power products due to continued imbalance of supply and demand and increasingly intense competition in the solar power market, although a decrease in our average purchase price of silicon wafers has alleviated some of the margin compression pressure. However, we believe that as our solar module business expands, economies of scale and the cost reduction achieved through research and development efforts at each stage of our manufacturing process, and reduced shipment costs to European market and mitigated anti-dumping and countervailing duties imposed or may be imposed as a result of relocation of certain of our manufacturing capacity to Turkey, among other factors, will have a positive effect on our gross profit margins over time and will help to improve our margins to offset negative market trends.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and benefits for our administrative and finance and human resources personnel, bad debt provision, expenses associated with our administrative offices, professional advisory fees and other compliance-related costs, as well as depreciation of equipment used for administrative purposes. Pursuant to PRC law, our board of directors has the discretion to allocate a portion of our after-tax profit to staff welfare and bonus funds, which may not be distributed to equity owners.

General and administrative expenses account for the largest part of our operating expenses. In 2011, 2012 and 2013, our general and administrative expenses were $41.2 million, $75.9 million and $30.0 million, respectively. In 2013, our general and administrative expenses were lower than those in 2012 primarily due to a significant decrease in bad debt provision made by us in 2013 compared to 2012. In 2012, our general and administrative expenses were significantly higher than those in 2011 primarily due to the bad debt provisions of $47.4 million as a result of accruing specific provisions for certain customers. In 2011, our general and administrative expenses were significantly higher than those in 2010 primarily due to $12.3 million bad debt provisions primarily resulting from providing extended credit terms to, and accruing specific provisions for, certain customers, the settlement payment to REC Wafer in October 2011 as well as increased bank charges incurred by the two module manufacturers we acquired. In 2012 and 2013, we recorded share-based compensation expenses of $217 and nil in connection with vesting of option to certain employees, respectively. In 2011, we reversed the amount of $0.1 million associated with options forfeited.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of post-sale service expenses, sales employee salaries, advertisement and publicity expenses, travel and entertainment expenses, shipping and handling cost and other sales and marketing expenses.

We expect that our selling and marketing expenses will increase moderately in absolute terms in the near term as we diversify our sales into emerging markets, hire additional sales personnel, develop new markets and initiate additional marketing programs to establish our brand name. We will continue to closely monitor our marketing needs and allocate our selling and marketing expenses in an effective way.

Research and Development Expenses

Research and development expenses consist primarily of cost of raw materials used in our research and development activities, salaries and benefits for research and development personnel, and prototype costs and depreciation of equipment related to the design, development, testing and enhancement of our products and manufacturing processes. We expect our research and development expenses to decrease moderately primarily due to expected decreases in the costs of raw materials used in our research and development activities. We will continue to focus our limited resources on enhancement of our products and manufacturing processes and improvement of performance of our solar power products.

Impairment of Goodwill

Impairment of goodwill represents the difference between the carrying amount and the implied fair value of goodwill. Goodwill was generated from our acquisition of SST and NRE in November 2010. We evaluate our annual goodwill impairment in November. Due to the deterioration in market conditions resulting in decreased average selling prices of our solar power products, which was primarily experienced in the fourth quarter of 2011, our stock price severely decreased. As of December 31, 2011, as our market value was significantly lower than our net book assets, we fully impaired the goodwill of $14.8 million in 2011. No impairment of goodwill was recorded in 2012 and 2013.

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Share-based Compensation Expenses

In 2008 and 2009, we entered into option award agreements pursuant to our first share incentive plan. Under these option award agreements, there were outstanding options to purchase 297,120 ordinary shares as of December 31, 2013. We also entered into two restricted share award agreements pursuant to our second share incentive plan. As of December 31, 2013, no restricted shares were outstanding under these restricted share award agreements. See Item 6, “Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Share Incentive Plan.” The amount reversed associated with options forfeited was $0.1 million for the year ended December 31, 2011. In 2012 and 2013, we recorded share-based compensation expenses of $217 and nil in connection with vesting of option to certain employees. Changes in the amount of share-based compensation will affect our general and administrative expenses, reported net income and earnings per share.

We are required to recognize share-based compensation as compensation expense in our statement of operations based on the fair value of equity awards on the grant date, with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the award (usually the vesting period).

As of December 31, 2013, there was no unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plan.

Taxation

Under the current laws of the Cayman Islands and the British Virgin Islands, we and Sunergy BVI are not subject to tax on income or capital gain. Additionally, dividend payments made by us and Sunergy BVI are not subject to withholding tax in those jurisdictions.

Under the current Hong Kong Inland Revenue Ordinance, Sunergy Hong Kong is subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013 on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by Sunergy Hong Kong to us are not subject to any Hong Kong withholding tax. China Sunergy Trading (Hong Kong) Co., Limited, which was incorporated in May 2011 and renamed to CSUN Trading (Hong Kong) Co., Limited in August 2012, was subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013. CSUN International (Hong Kong) Co., Ltd. was incorporated in August 2012 and was subject to Hong Kong profit tax at a rate of 16.5% in 2012 and 2013.

The EIT Law and the EIT Law Implementation Rules provides that enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located within the PRC are considered PRC resident enterprises and will be subject to the PRC enterprise income tax at the rate of 25% on their worldwide income. Under the EIT Law Implementation Rules, a “de facto management body” is defined as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” If we are treated as PRC resident enterprises for PRC tax purposes, we will be subject to PRC enterprise income tax on our worldwide income at the 25% tax rate, which would have an impact on our effective tax rate. Additionally, under such circumstances that Sunergy Hong Kong also treated as a PRC resident enterprise, dividends distributed from our PRC subsidiaries to Sunergy Hong Kong and ultimately to us could be exempt from withholding tax, and dividends from us to our foreign investors would be subject to a withholding tax at 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement.

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PRC Enterprise Income Tax

Prior to January 1, 2008, a foreign-invested enterprise in China was typically subject to enterprise income tax at a statutory rate of 33%, which comprised 30% national income tax and 3% local income tax. Sunergy Nanjing, a foreign-invested enterprise engaged in a manufacturing business and established in Nanjing, which is within a coastal economic zone, was entitled to a preferential enterprise income tax rate of 24% before January 1, 2008. As a wholly foreign owned enterprise engaged in a manufacturing business, Sunergy Nanjing was also entitled to two years of exemption followed by three years of 50% deduction starting from its first profitable year which was 2006. On March 16, 2007, the National People’s Congress issued the EIT Law, under which foreign-invested enterprises and domestically-owned companies would be subject to enterprise income tax at a uniform rate of 25%. On December 6, 2007, the Congress also promulgated the EIT Law Implementation Rules. Both the EIT Law and the EIT Law Implementation Rules became effective on January 1, 2008. On December 26, 2007, State Council of China promulgated the Circular. Under the EIT Law, the EIT Law Implementation Rules and the Circular, enterprises which were established and already enjoyed preferential income tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, and the enterprises which previously enjoy the tax rate of 24% shall be subject to the tax rate of 25% in 2008, and (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term, or 2012, whichever is earlier. However, the Circular also prescribes that if the above transitional relief of enterprise income tax overlaps with the preferential treatments provided by the EIT Law, an enterprise may choose the more favorable treatment, and shall not enjoy both. The treatment cannot be changed once it is chosen.

On April 14, 2008, the Ministry of Finance, the Ministry of Science and Technology and the State Administration of Taxation jointly promulgated the Recognition Measures. Pursuant to the EIT Law, the EIT Law Implementation Rules and the Recognition Measures, HNTE is eligible for a preferential tax rate of 15%. On October 21, 2008, Sunergy Nanjing obtained a HNTE certificate with a three-year validity term, which was renewed in 2011 for the subsequent three years. Therefore, Sunergy Nanjing has been eligible for a 15% preferential tax rate between 2008 and 2013.

Based on the Circular, the management chose to enjoy the transitional relief rate of 12.5% from 2008 to 2010, for Sunergy Nanjing. Sunergy Nanjing was in a tax loss position under PRC tax law in 2004, 2005, 2007, 2008 and 2009, and thus was not subject to any enterprise income tax during these periods. Sunergy Nanjing is subject to the enterprise income tax of 12.5% in 2010. In 2011, 2012 and 2013, Sunergy Nanjing is subject to a preferential income tax rate of 15%.

Sunergy Shanghai was established in November 2007 and its applicable enterprise income tax rate is 25%. Sunergy Shanghai did not have substantive operations and had incurred minimal non-operating related losses since 2007.

SST was acquired in November 2010. It obtained the HNTE certificate in 2009, which was renewed in 2011 for the subsequent three years. Therefore, SST has been eligible for a 15% preferential tax rate from 2009 to 2014.

NRE was acquired in November 2010 and its applicable enterprise income tax rate is 25%.

Sunergy Yangzhou was established in June 2011 and its applicable enterprise income tax rate is 25%. As of December 31, 2012, Sunergy Yangzhou had no substantive operations and had incurred minimal non-operating income.

Lianyungang Yuanhui Solar Power Co., Ltd was established in July 2013 and its applicable enterprise income tax rate is 25%. As of December 31, 2013, Lianyungang Yuanhui Solar Power Co., Ltd had no substantive operations and had incurred minimal non-operating income.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (a) the reported amounts of our assets and liabilities, (b) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (c) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

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When reviewing our financial statements, you should consider (a) our selection of critical accounting policies, (b) the judgment and other uncertainties affecting the application of such policies and (c) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.

Revenue Recognition

Sales of solar cells and modules are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. We sell our solar power products at agreed upon prices to our customers, which reflect prevailing market prices. Our considerations for recognizing revenue are based on the following:

· Persuasive evidence that an arrangement (sales contract) exists between a willing customer and us that outlines the terms of the sale (including customer information, product specification, quantity of goods, purchase price and payment terms). Customers do not have any general rights of return but may be allowed to exchange for goods that are not defective for a 30 to 45 day period. We have recorded the estimated replacement costs, which have been immaterial for all periods in cost of revenue upon recognition of revenue.

· Delivery is considered to have occurred when the risks, rewards and ownership of the products are transferred from us to our customers. The majority of our sales contracts include the shipping terms Free on Board and Cost, Insurance and Freight. Based on the nature of these shipping terms, our obligation to deliver has been fulfilled when the goods pass over the ship’s rail at the named port of shipment which is specified in each contract.

· Our price to the customer is fixed and determinable as specifically outlined in the sales contract.

· For customers to whom credit terms are extended, we assess a number of factors to determine whether collection from them is probable, including past transaction history with them, their credit-worthiness. All credit extended to customers is pre-approved by management. If we determine that collection is not reasonably assured, we defer the recognition of revenue until collection becomes reasonably assured, which is generally upon receipt of payment.

Allowance for Doubtful Accounts

We conduct credit evaluations of customers. Historically, we generally did not require collateral or other security from customers. However, we began to require collateral or other security in 2012 from most of our customers to whom we provided credit terms due to challenging market conditions. We establish an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers. We maintain a reserve for potential credit losses and such losses have historically been within our expectations. We raise an allowance for doubtful accounts primarily based on the age of the receivables or prepayments and other factors like the length of time receivables are past due, previous loss history and the counterparty’s current ability to fulfill its obligation. In 2012, we determined that the possibility of collecting the accounts receivable from a specific customer became remote, once it was determined that the customer’s financial condition had deteriorated greatly. In addition, we estimate the anticipated losses from doubtful accounts based on days past due, historical collection, wheter our sales to them are covered export credit insurance and other facts, which results in the increase in the allowance of doubtful accounts. As a result, we recorded an allowance of $47.4 million for doubtful accounts in 2012, including an allowance of $30.6 million for doubtful accounts for Ecoware. In 2013, we recorded an allowance of $0.5 million for doubtful accounts, primarily because most of our overdue account receivables were denominated in the Euro which appreciated against the US dollar in 2013.

With respect to advances to suppliers, our suppliers are primarily suppliers of silicon raw materials. We perform ongoing credit evaluations of our suppliers’ financial conditions. We generally do not require collateral or security against advances to suppliers.

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Impairment of Long-lived Assets

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, we measure impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we recognize an impairment loss based on the fair value of the assets. The determination of fair value of the long lived assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future, weighted average cost of capital and long-term growth rate. This analysis also relies on a number of factors, including changes in strategic direction, business plans, regulatory developments, economic and budget projections, technological improvements, and operating results. Any write-downs would be treated as permanent reductions in the carrying amounts of the assets and an operating loss would be recognized.

Warranty Costs

Historically, some of our sales contracts with overseas customers provided for a 10- or 20-year warranty for the performance of our solar cells against declines in certain technical specifications, primarily the minimum power generation capacity specified at the time of delivery. Since the beginning of 2007, we have aborted such warranty terms in solar cell sales contracts. We also sell our module products to customers along with a warranty on the performance of solar module products at certain levels of conversion efficiency for an extended period. Our solar modules are typically sold with a warranty up to 25 years against specified declines in the initial minimum power generation capacity at the time of sale. In addition, we had provided warranty for our solar modules against defects in materials and workmanship for a period of five years from the date of sale. We have extended our module product warranty policy for materials and workmanship from five to ten years for all standard PV solar module products shipped after August 10, 2011. The remedies provided under the warranty terms are primarily for the repair or replacement of the effected solar modules and the related labor cost. We believe these terms are consistent with the warranties offered by our competition in the market. We maintain warranty reserves (recorded as accrued warranty costs) to cover potential liabilities that could arise from these warranties. We currently accrue for all of our product warranties on a cumulative basis, based on our best estimate to date. We estimate the cost of warranties to be approximately 1.0% of our solar module sales and include that amount in our cost of revenues. We make such estimate based on a number of factors including i) the nature of the warranties provided, which are consistent with industry practice, ii) actual claim expenses incurred, iii) our internal testing results, and iv) other assumptions that affect estimates of warranty costs, including industry data for warranty claim activities and academic research. We acknowledge that such estimates require significant judgment and we will continue to analyze our claim history, academic research and internal testing results and the performance of our products compared to our competitors in determining the adequacy of our warranty accruals. An increase or decrease of 0.1% accrual rate, applicable to sales of solar module in 2013, would have resulted in a corresponding increase or decrease in warranty expense of $0.3 million for the year ended December 31, 2013. Because we are a relatively new company, we have a limited warranty claim period. We also engage in product quality assurance programs and processes, including monitoring and evaluating the quality of suppliers, in an effort to ensure the quality of our products and reduce our warranty exposure. As we have not experienced significant warranty claims to date in connection with declines of the power generation capacity or other technical specifications of our solar cells or solar modules, we estimate our warranty costs based on our actual historical cost data, competitor data and academic research which are reviewed by our quality review staff. Although we conduct quality testing and inspection of our solar cell products, our solar cell products have not been tested in an environment simulating the up to 20-year warranty periods. We acknowledge that such estimates are subjective, and we will continue to analyze our claim history and the performance of our products compared to our competitors and academic research to determine whether our accrual is adequate. Actual warranty costs are accumulated and charged against accrued warranty liability. Our warranty obligation will be affected not only by our product failure rates, but also by costs incurred to repair or replace failed products as well as any service delivery costs incurred in correcting a product failure. If our actual product failure rates, material usage or service delivery costs differ from our estimates, we will need to prospectively revise our estimated warranty liability accrual rate.

Income Taxes

We periodically evaluate the likelihood of the realization of deferred tax assets, and reduce the carrying amount of these deferred tax assets by a valuation allowance to the extent we believe a portion will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative operating experience by taxing jurisdiction, expectations of future taxable income, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. We account for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. We determine whether or not a tax position is "more-likely-than-not" of being sustained upon audit based solely on the technical merits of the position. As of December 31, 2011, 2012 and 2013, we had recorded no uncertain tax benefits. We do not anticipate any significant changes to our liability for unrecognized tax benefits within the next 12 months. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. On October 21, 2008, Sunergy Nanjing obtained a HNTE certificate with a three-year validity term, which was renewed in 2011 for the following three years. Thus Sunergy Nanjing is eligible for a 15% preferential tax rate between 2008 and 2013. However, based on the Circular, the management chose to enjoy the transitional relief rate of 12.5% from 2008 to 2010 for Sunergy Nanjing. Therefore Sunergy Nanjing started to enjoy the 15% preferential tax rate since 2011. SST was acquired in November 2010. The HNTE certificate of SST was obtained in 2009 with a validity term of three years, which was renewed for the following three years. Thus SST has been eligible for a 15% preferential tax rate since 2009. NRE was acquired in November 2010 and its applicable enterprise income tax rate is 25%. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

Results of Operations

The following table sets forth a summary, for the periods indicated, of our consolidated results of operations, with each item expressed as a percentage of our total net revenues. Our limited operating history makes the prediction of future operating results very difficult. Period-to-period comparisons of our operating results should not be relied upon as indicative of future performance. Item 3 “Key Information—Risk Factors—Risks Related to Our Company and Our Industry—We have a limited operating history and we have incurred losses in certain prior periods and may incur losses in the future.”

	Year Ended December 31,
	2011					2012					2013
	(in thousands, except percentages)
Net revenues	$	566,292		100.0	%	$	292,721		100.0	%	$	316,186		100.0	%
Cost of revenues		(564,474	)	(99.7	)		(293,914	)	(100.4	)		(300,974	)	(95.2	)
Gross profit (loss)		1,818		0.3			(1,193	)	(0.4	)		15,212		4.8
Operating expenses
Selling and marketing expenses		(19,149	)	(3.4	)		(20,056	)	(6.9	)		(16,417	)	(5.2	)
General and administrative expenses		(41,182	)	(7.3	)		(75,875	)	(25.9	)		(30,010	)	(9.5	)
Research and development expenses		(6,718	)	(1.2	)		(8,609	)	(2.9	)		(6,022	)	(1.9	)
Goodwill impairment loss		(14,807	)	(2.6	)		-		-			-		-
Total operating expenses		(81,856	)	(14.5	)		(104,540	)	(35.7	)		(52,449	)	(16.6	)
Income (loss) from operations		(80,038	)	(14.2	)		(105,733	)	(36.1	)		(37,237	)	(11.8	)
Interest expense		(23,458	)	(4.1	)		(28,838	)	(9.9	)		(28,806	)	(9.1	)
Interest income		2,505		0.4			6,155		2.1			6,586		2.1
Changes in fair value of derivatives		(5,174	)	(0.9	)		(370	)	(0.1	)		-		-
Other  income (expense), net		(1,900	)	(0.3	)		11,487		3.9			8,975		2.8
(Loss) income before income taxes		(108,065	)	(19.1	)		(117,299	)	(40.1	)		(50,482	)	(16.0	)
Tax benefit (expense)		13,772		2.4			(16,295	)	(5.6	)		(1,127	)	(0.4	)
Net income (loss)		(94,293	)	(16.7	)		(133,594	)	(45.7	)		(51,609	)	(16.3	)
Less: Net loss attributable to the non-controlling interest		-		-			(13	)	(0.0	)		(1,000	)	(0.3	)
Net income (loss) attributable to China Sunergy Co., Ltd. ordinary shareholders		(94,293	)	(16.7	%)		(133,581	)	(45.7	)%		(50,609	)	(16.0	)

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Net Revenues. Our total net revenues increased by $23.5 million, or 8.0%, from $292.7 million in 2012 to $316.2 million in 2013. Our net revenues increased primarily due to an increase in the shipment volume of our solar power products, partly offset by a decrease in the average selling prices of our solar power products.

The average selling price per watt of our solar modules decreased to $0.61 in 2013 from $0.74 in 2012, primarily due to increased shipments to lower-priced regions and continued imbalance of supply and demand. We primarily sold off-specification solar cells at a discount to external customers in 2012 and 2013. The average selling price per watt of our off-specification solar cells, decreased to approximately $0.15 in 2013 from $0.29 per watt in 2012, which was generally consistent with decreasing market price of solar cells, primarily due to oversupply of solar power products, and reduction of government incentives in key solar markets.

In 2013, we shipped 577.4 MW of solar power products including 9.9 MW of solar cells, 89.8 MW solar cells and modules processed under OEM arrangements and 477.7 MW of modules, compared to sales of 391.0 MW of solar power products, including 12.0 MW of solar cells and 379.0 MW of solar modules in 2012.

Our sales derived from China, being our largest market in 2013, increased significantly from $29.1 million in 2012 to $97.0 million in 2013 primarily due to the PRC government’s policies encouraging the solar industry. Our sales derived from France, being our largest overseas market in 2013, increased both in dollar amounts and as a percentage of our total net revenues primarily due to our expansion of customer base in France. In addition, as a result of our continued efforts in developing emerging markets, we began to derive revenues from sales in Japan in 2013.

Cost of Revenues. Our cost of revenues increased by $7.1 million, or 2.4%, from $293.9 million in 2012 to $301.0 million in 2013. Our cost of revenues increased primarily due to the increase in the shipment volume of our solar power products, partly offset by decreased price of silicon raw materials and reduced blended non-silicon manufacturing costs in 2013 compared to 2012.

The price for silicon wafers per watt decreased to $0.22 in 2013 compared to $0.27 in 2012. Our non-silicon manufacturing cost per watt for solar cells decreased from $0.17 in 2012 to $0.15 in 2013, and our non-silicon manufacturing cost per watt for solar modules decreased from $0.23 in 2012 to $0.20 in 2013. As a result, silicon materials accounted for approximately 37.9% of our cost of revenue in 2013 compared to 40.3% in 2012. As a percentage of our total net revenues, our cost of revenues decreased from 100.4% in 2012 to 95.2% in 2013.

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Gross Profit (Loss). As a result of the foregoing, our gross profit increased by $16.4 million from negative $1.2 million in 2012 to $15.2 million in 2013. Our gross margin increased from negative 0.4% in 2012 to 4.8% in 2013, primarily due to decrease in our cost of revenues per watt outpacing the decrease in average selling price per watt for solar modules.

Operating Expenses. Our operating expenses decreased by $52.1 million, or 49.9%, from $104.5 million in 2012 to $52.4 million in 2013. The decrease in operating expenses was primarily due to a significant decrease of $47.2 million in bad debt provision in 2013 compared to 2012 primarily as a result of our intensified collection efforts and prudent credit sales policy and reversal of accrued commissions of $2.7 million. As a percentage of our total net revenues, operating expenses decreased from 35.7% in 2012 to 16.6% in 2013.

General and administrative expenses. Our general and administrative expenses decreased by $45.9 million, or 60.5%, from $75.9 million in 2012 to $30.0 million in 2013. The decrease in our general and administrative expenses was primarily due to a decrease of $47.2 million in our bad debt provision primarily because we did not record material bad debt provision in 2013 partly contributable to our intensified collection efforts in 2013 and prudent credit sales policy.

Selling and marketing expenses. Our selling and marketing expenses decreased by $3.7 million, or 18.4%, from $20.1 million in 2012 to $16.4 million in 2013. The decrease in our selling and marketing expenses was primarily due to reversal of accrued commissions of $2.7 million and a decrease of $1.7 million in our advertising expenses as a result of our cost-control efforts, partly offset by an increase of $1.5 million in the salaries of our sales team as a result of expansion of our sales team in Europe.

Research and development expenses. Research and development expenses decreased by $2.6 million, or 30.0%, from $8.6 million in 2012 to $6.0 million in 2013. The decrease in research and development expenses was due primarily to a decrease of $1.7 million in raw materials used in our research and development activities.

Interest Expense. Our interest expenses were $28.8 million and $28.8 million in 2012 and 2013, respectively, which remained relatively stable.

Interest Income. Our interest income was $6.2 million in 2012 and $6.6 million in 2013, which remained relatively stable.

Change in Fair Value of Derivative. In 2013, we recorded the change in fair value of derivative of nil, compared to a loss on the change in fair value of derivative of $0.4 million in 2012 because our prior foreign currency forward contracts matured and we did not enter in new foreign currency forward contracts in 2013.

Net Other Income (Expense). In 2013, we recorded net other income of $9.0 million, primarily due to the gain of $2.2 million from the sale of two subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd. and Hami Huiteng Solar Power Co., Ltd., forgiveness of interest relating to certain loans by a related party of $2.4 million, and the compensation paid to us by Wuxi Jiacheng for settlement of dispute of $1.8 million in 2013. In 2012, we recorded net other income of $11.5 million, due primarily to a gain of $10.3 million from the repurchases of the convertible senior notes.

Net (Loss) Income. As a result of the foregoing, we incurred a net loss of $51.6 million in 2013, compared to net loss of $133.6 million in 2012.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Net Revenues. Our total net revenues decreased by $273.6 million, or 48.3%, from $566.3 million in 2011 to $292.7 million in 2012. Our net revenues decreased primarily due to a significant decline in the average selling price of and a moderate decline in the shipment volume of our solar power products. The average selling price per watt of our solar modules decreased to $0.74 in 2012 from $1.36 in 2011, and the average selling price per watt of our solar cells decreased to approximately $0.29 in 2012 from $0.84 per watt in 2011, primarily due to oversupply of solar power products and steep decrease in governmental subsidies afforded by major European markets. The decline in the average selling price per watt of our solar cells was also partly due to sales of off-specification solar cells in 2012.

In 2012, we shipped 391.0 MW of solar power products including 12.0 MW of solar cells, and 379.0 MW of modules, compared to sales of 420.3 MW of solar power products, including 6.6 MW solar cells, 2.2 MW solar cells and modules processed under OEM arrangements and 411.5 MW of solar modules in 2011.

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Our sales derived from Germany, being our largest market in 2012, increased both in dollar amounts and as a percentage of our total net revenues. In addition, as a result of our continued efforts in diversifying our customer base, we began to derive our revenues from sales in Bulgaria and United Kingdom in 2012. Our sales derived from Australia, as a percentage of our total revenues, increased from 5.8% in 2011 to 13.5% in 2012.

Cost of Revenues. Our cost of revenues decreased by $270.6 million, or 47.9%, from $564.5 million in 2011 to $293.9 million in 2012. Our cost of revenues decreased primarily due to decreased price of silicon raw materials and reduced blended non-silicon manufacturing costs in 2012 compared to 2011 as a result of enhancement of our manufacturing process.

The price for silicon wafers per watt decreased to $0.27 in 2012 compared to $0.67 in 2011. Our non-silicon manufacturing cost per watt for solar cells decreased from $0.24 in 2011 to $0.17 in 2012, and our non-silicon manufacturing cost per watt for solar modules decreased from $0.30 in 2011 to $0.23 in 2012. As a result, silicon materials accounted for approximately 40.3% of our cost of revenue in 2012 compared to 55.4% in 2011. As a percentage of our total net revenues, our cost of revenues increased from 99.7% in 2011 to 100.4% in 2012.

Gross Profit (Loss). As a result of the foregoing, our gross profit decreased by $3.0 million from $1.8 million in 2011 to negative $1.2 million in 2012. Our gross margin decreased from 0.3% in 2011 to negative 0.4%, primarily due to the decrease in the average selling price of our solar power products and the decrease in our manufacturing efficiency as a result of instable order flow.

Operating Expenses. Our operating expenses increased by $22.7 million, or 27.7%, from $81.9 million in 2011 to $104.5 million in 2012. The increase in operating expenses was primarily due to a significant increase in bad debt provision to $47.4 million in 2012 from $12.3 million in 2011 resulting from accruing specific provisions for certain customers, including the bad debt provision of $30.6 million for Ecoware. We did not record impairment for goodwill in 2012 compared to an impairment for goodwill of $14.8 million recorded in 2011 associated with our acquisition of SST and NRE. As a percentage of our total net revenues, operating expenses increased from 14.5% in 2011 to 35.7% in 2012.

General and administrative expenses. Our general and administrative expenses increased by $34.7 million, or 84.2%, from $41.2 million in 2011 to $75.9 million in 2012. The increase in our general and administrative expenses was due primarily to a significant increase in bad debt provision to $47.4 million in 2012 from $12.3 million in 2011 resulting from accruing specific provisions for certain customers.

Selling and marketing expenses. Our selling and marketing expenses increased by $1.0 million, or 5.2%, from $19.1 million in 2011 to $20.1 million in 2012. The increase in our selling and marketing expenses was due primarily to an increase of $1.7 million in the salaries of our sales team and partly offset by a decrease of $1.5 million in commission expense paid to third party sale agents in 2012.

Research and development expenses. Research and development expenses increased by $1.9 million, or 28.1%, from $6.7 million in 2011 to $8.6 million in 2012. The increase in research and development expenses was due primarily to an increase of $0.6 million in raw materials used in our research and development activities.

Interest Expense. Our interest expenses increased by $5.3 million, or 22.6%, from $23.5 million in 2011 to $28.8 million in 2012, primarily due to increase in the total amount of bank borrowings to support our business expansion.

Interest Income. Our interest income increased by $3.7 million, or 148%, from $2.5 million in 2011 to $6.2 million in 2012 primarily as a result of improved management of our cash flow.

Change in Fair Value of Derivative. In 2012, we incurred a loss on the change in fair value of derivative of $0.4 million, compared to a loss on the change in fair value of derivative of $5.2 million in 2011. Our loss on the change in fair value of derivative in 2012 was due to the change in fair value of foreign currency exchange contracts. Our loss on the change in fair value of derivative in 2011 was due to the change in fair value of foreign currency exchange contracts in the amount of $5.2 million, which was attributable to the appreciation of the Euro against the RMB during the period.

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Net Other Income (Expense). In 2012, we recorded net other income of $11.5 million, due primarily to a gain of $10.3 million from the repurchases of the convertible senior notes. In 2011, we recorded net other expenses of $1.9 million, due primarily to a foreign exchange loss of $10.6 million in 2011, which was partially offset by a gain of $7.4 million from the repurchases of the convertible senior notes.

Net (Loss) Income. As a result of the foregoing, we incurred a net loss of $133.6 million in 2012, compared to net loss of $94.3 million in 2011.

B. Liquidity and Capital Resources

Cash Flows and Working Capital

We have financed our operations primarily through short-term and long-term borrowings, proceeds from public offering, including our convertible senior notes offering in July 2008, and, to a lesser extent, cash generated from operations. We believe that our current cash, cash equivalents, short-term and long-term borrowings will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months. We may, however, require additional cash as we expand our businesses. In addition, future acquisitions, investments, market changes or other developments may also require additional financing. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity or debt securities or borrow from banks. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders.

As of December 31, 2011, 2012 and 2013, we had $209.5 million, $183.3 million and $54.3 million, respectively, in cash and cash equivalents, $84.4 million, $226.6 million and $194.2 million, respectively, in restricted cash and $447.7 million, $635.3 million, and $606.2 million, respectively, in outstanding borrowings. Our cash and cash equivalents primarily consist of cash on hand and demand deposits placed with banks.

In July 2008, we completed an offering of $54.5 million aggregate principal amount of 4.75% convertible senior notes. The notes are convertible at any time prior to the close of business on the third business day immediately preceding the maturity date, unless previously redeemed, at the option of the holders into our ADSs at a conversion price of $12.30 per ADS (approximately $36.90 per ADS if retroactively adjusted to reflect the ADS to ordinary share ratio change), subject to certain adjustments. In connection with the convertible senior notes offering, we also offered 4,431,000 ADSs (approximately 1,477,000 ADSs if retroactively adjusted to reflect the ADS to ordinary share ratio change) in an ADS borrow facility. In June 2009, we conducted open market repurchases of $4.0 million aggregate principal amount of our 4.75% convertible senior notes issued in July 2008 for a total cash consideration of $1.8 million. We did not repurchase any of our outstanding convertible senior notes during 2010. In September 2011, we conducted open market repurchase of $16.5 million aggregate principal amount of the convertible senior notes for a total cash consideration of $9.1 million. In March and June of 2012, we conducted open market repurchase of $26.0 million aggregate principal amount of the convertible senior notes for a total cash consideration of $15.7 million. As a result, we had $1.5 million in principal amount of 4.75% convertible senior notes outstanding as of December 31, 2012, which have been fully repaid on due date in 2013. As of December 31, 2013, our ADS borrow facility has terminated and the loaded ADSs thereunder have been returned to us.

We had short-term borrowings of $286.9 million, $463.6 million and $304.8 million as of December 31, 2011, 2012 and 2013. Our short-term borrowings outstanding as of December 31, 2011, 2012 and 2013 bore an annual average interest rate of 6.65%, 6.35% and 7.01%, respectively. The funds borrowed under the above short-term arrangements are repayable within one year. As of December 31, 2011, 2012 and 2013, we had current portion of long-term borrowings of $35.3 million, $48.9 million and $35.4 million. As of December 31, 2011, 2012 and 2013, we had long-term borrowings of $125.4 million, $122.9 million and $266.0 million, which bore an annual average interest rate of 5.55%, 4.61% and 4.74%, respectively. Our long-term borrowings primarily represent our borrowings from China Development Bank, China Import and Export Bank, Bank of Nanjing, Shanghai Rural Commercial Bank, Agricultural Bank of China (Hong Kong Branch) and Deniz Bank. The terms of such long-term borrowings range from thirteen months to nine years, and would expire between 2015 and 2018. Certain of these long-term borrowings contain restrictive covenants, and as of December 31, 2013, we were in compliance with these covenants. Our short-term borrowing in 2013 decreased primarily because certain short-term borrowings were repaid and replaced by long-term borrowings. See Item 3.“Key Information - D. Risk Factors - Risks Related to Our Company and Our Industry -We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity”.

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We had short-term credit facility of $827.3 million, $612.9 million and $383.0 million with various banks, of which $311.7 million, $463.6 million and $304.8 million had been drawn down and $515.6 million, $149.3 million and $78.2 million were available to use, as of December 31, 2011, 2012 and 2013, respectively. Our short-term credit facilities are renewable annually based on mutual agreement between the parties. Separately, we had a nine-year credit facility of $142.4 million with China Development Bank to facilitate our cell capacity expansion project and capital expenditure and a four-year credit facility of $50.0 million with China Development Bank to supplement our working capital requirements, all of which had been drawn down as of December 31, 2013. We have a six-year credit facility of $21.5 million with Shanghai Rural Commercial Bank for capital expenditure purpose, of which $10.3 million were available for use as of December 31, 2013. We have three-year credit facilities of $41.0 million and $7.5 million with Bank of Nanjing and Deniz Bank used to supplement our working capital requirement, which were fully withdrawn as of December 31, 2013. We have two-year credit facilities of $16.4 million, $11.5 million, $6.6 million and $16.5 million from Bank of Nanjing, China Construction Bank, China Merchants Bank and Agricultural Bank of China (Hong Kong), respectively, which will be used to supplement our working capital. We have a thirteen-month credit facility from the Export-Import Bank of China of $32.8 million used to supplement our working capital, which were fully withdrawn as of December 31, 2013.

We have historically been able to repay our borrowings as they became due mostly from cash from operations and proceeds from short-term and long-term borrowings. See Item 3, “Key Information—Risk Factors—Risks Related to Our Company and Our Industry—We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity.”

As of December 31, 2013, approximately $16.4 million of the short-term bank borrowings was guaranteed by Mr. Tingxiu Lu, our chairman, and CEEG, a company controlled by Mr. Lu. Approximately $16.4 million of the short-term bank borrowings was guaranteed by CEEG, CEEG (Jiangsu) Limited, CEEG (Nanjing) Special Transformer Co., Mr. Lu and his wife, Ms. Guilan Shi, or Ms. Shi. Approximately $16.4 million of the short-term bank borrowings was guaranteed by Jiangsu Xinde Asset Management Co., Ltd, or Jiangsu Xinde, Mr. Lu and Ms. Shi. Approximately $16.1 million of the short-term bank borrowings was guaranteed by CEEG, Mr. Lu and the machinery of Sunergy Nanjing. Approximately $8.2 million of the short-term bank borrowings was guaranteed by CEEG (Jiangsu) Limited and Mr. Lu. Approximately $6.6 million of the short-term bank borrowings was guaranteed by CEEG, Mr. Lu and Ms. Shi. Approximately $3.3 million of the short-term borrowing was guaranteed by CEEG, CEEG (Nanjing) Special Transformer Co., Ltd. and Mr. Lu. Approximately $3.3 million of the short-term borrowing was guaranteed by Small and Medium Sized Guarantee Center of Songjiang District. Approximately $0.5 million short-term borrowing was guaranteed by Cagri Seyman, the controlling shareholder of the Turkey shareholder of our subsidiaries in Istanbul. Approximately $4.9 million and $211.1 million of the short-term bank borrowings were secured by the mortgage of construction in progress and our fixed deposits, respectively.

As of December 31, 2013, approximately $100.0 million of the long-term bank borrowings was guaranteed by Mr. Lu and his equity interests in Jiangsu Xinde. Approximately $50.0 million of the long-term bank borrowings was guaranteed by Mr. Lu and his equity interests in CEEG. Approximately $42.5 million and $11.1 million of the long-term bank borrowings were secured by the mortgages of our land use right and machinery, and construction in progress, respectively. Approximately $32.8 million of the long-term bank borrowings was guaranteed by CEEG (Jiangsu) Limited, CEEG and CEEG (Nanjing) Special Transformer Co., Ltd’s real properties. Approximately $30.6 million of the long-term bank borrowings was guaranteed by CEEG, CEEG (Jiangsu) Limited and Mr. Lu. Approximately $26.8 million of the long-term bank borrowings was guaranteed by our fixed deposits. Approximately $7.5 million of the long-term bank borrowings was guaranteed by CEEG and the machinery owned by CSUN Eurasia Energy Systems Industry and Trade Inc. In an agreement between Sunergy Nanjing and CEEG dated December 18, 2006, CEEG had undertaken to guarantee the bank borrowings of Sunergy Nanjing for up to RMB1 billion, subject to adjustment in the event of the material change in CEEG’s credit or operations, for one year after our initial public offering. In May 2008 and April 2010, Sunergy Nanjing and CEEG signed agreements to further extend the term of the above agreement to May 16, 2010 and further to May 31, 2011. Thereafter, CEEG further undertook to guarantee the bank borrowings of Sunergy Nanjing for up to RMB2.5 billion (approximately $413.0 million) and extended the term of this agreement to December 31, 2015.

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Historically, we have significant working capital commitments because suppliers of silicon wafers and other silicon-based raw materials require us to make prepayments in advance of shipment. Our prepayments to suppliers were recorded either as advances to suppliers, if they are expected to be utilized within 12 months as of each balance sheet date, or as long-term prepayments, which was included in the line item “other long-term assets” in our consolidated balance sheet, if they represented the portion expected to be utilized after 12 months. Due to the industry-wide shortage of silicon raw materials in previous years, working capital and access to financing for the purchase of silicon raw materials were critical to growing our business. Our advances to suppliers increased from $5.3 million as of December 31, 2012 to $7.2 million as of December 31, 2013. We had long-term prepayment of $4.8 million as of December 31, 2013, compared to $0.9 million as of December 31, 2012, primarily because certain advances to suppliers paid earlier were not utilized as of December 31, 2013 and were transferred to long-term prepayment. Depending on the supply and demand situation, going forward, our purchases of silicon raw materials may continue to require us to make certain working capital commitments.

Inventories, one of the principal components of our current assets, decreased from $83.9 million as of December 31, 2012 to $44.7 million as of December 31, 2013 primarily due to the increase in our sales volume in 2013. In 2014, we plan to manage optimal levels of inventory in order to preserve cash, manage our debt levels and meet our working capital requirement.

We generally require customers to make prepayment before delivery. However, depending on their credit history with us, we historically granted our large customers credit terms of 30 to 60 days before 2011, and as a result of the change in business from the sale of solar cells to module sales and challenging market conditions, we granted our large customers credit terms of 60 to 90 days in 2011, 60 to 180 days in 2012 and up to 90 days in 2013. Our accounts receivable increased from $77.2 million as of December 31, 2012 to $81.4 million as of December 31, 2013, and our allowance for doubtful accounts increased from $63.0 million as of December 31, 2012 to $64.9 million as of December 31, 2013. For customers to whom credit terms are extended, we assess a number of factors to determine whether collection from them is reasonably assured, including past transaction history with them, their credit-worthiness and whether our sales to them are covered by export credit insurance. A significant portion of our outstanding accounts receivable is derived from sales to a limited number of customers, which exposed us to additional and more concentrated credit risk. As of December 31, 2011, 2012 and 2013, outstanding accounts receivable balances from customers representing 10% or more of total gross accounts receivables accounted for approximately 23%, 22% and 33%, respectively, of our total outstanding accounts receivable. The failure of any of these or other customers to meet their payment obligations would materially and adversely affect our financial position, liquidity and results of operations.

We operated with significant loss and negative operating cash flow for the year ended December 31, 2013. As of December 31, 2013, our accumulated deficit was $265.2 million and our working capital deficit was $12.4 million. See item 3 “Key Information—Risk Factors—Risks Related to Our Company and Our Industry—We are operating with a significant working capital deficit, and may experience continued difficulty in collecting account receivables; if we do not successfully execute our liquidity and other business plans, we face the risk of not being able to continue as a going concern.”, “—We have a limited operating history and we have incurred losses in certain prior periods and may incur losses in the future.”, “—We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity.” and “—We have experienced and will continue to experience increased needs to finance our working capital requirements and are exposed to increased credit risk of our customers, and if we fail to execute our liquidity plan, we face the risk of not being able to continue as a going concern.” However, we believe we will be able to renew a substantial portion of our bank borrowings and bank credit facilities as they fall due. We renewed short-term bank borrowing of $93.9 million from January 1, 2014 to March 31, 2014.

We have entered into a written agreement with five commercial banks and one major PRC state-owned non-retail bank with a term of three years commencing from October 14, 2013, pursuant to which, the banks agreed to, among other things, maintain or increase the level of credit facility they made available to us as at October 14, 2013 if our business gradually improves but we have not completely regained profitability. However, if (i) we regain profitability, and bank facilities required for our ordinary business are secured, or (ii) there is any material adverse change in solar industry policies or our business operation and financial performance worsens severely, the banks have rights not to make available to us the current level of credit facility. In addition, if any of the above banks reduces the current level of credit facility available to us, the other banks have rights not to make available to us the current level of credit facility.   Since the second half of 2012, we have implemented our business strategy of cost reduction through, among other things, relocation of certain manufacturing facilities to Turkey and research and development efforts. We believe that our current levels of cash balances, proceeds from bank facilities and if any, cash from operations, will be sufficient to meet our anticipated cash needs to fund our operations for at least the next 12 months. The following table sets forth a summary of our cash flows for the periods indicated:

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	Year Ended December 31,
	2011			2012			2013
	(in thousands)
Net cash generated from (used in) operating activities	$	(112,912	)	$	(15,613	)	$	(103,145	)
Net cash used in investing activities		(60,096	)		(183,446	)		2,197
Net cash provided by (used in) financing activities		260,935			171,164			(30,895	)
Net increase (decrease) in cash and cash equivalents		103,011			(26,166	)		(129,017	)
Cash and cash equivalents at the beginning of the year		106,468			209,479			183,312
Cash and cash equivalents at the end of the year	$	209,479		$	183,312		$	54,296

Operating Activities

Net cash used in operating activities amounted to $103.1 million in 2013. Net cash used in operating activities in 2013 was mainly attributable to the following factors: (i) a decrease in amounts due to related parties of $58.8 million as a result of the settlement of our purchase of silicon wafers from CEEG (Nanjing) Semiconductor Co., Ltd.; (ii) a decrease in our accounts payable of $27.1 million as a result of the settlement of our purchase of silicon wafers from a major supplier; and (iii) an increase in amounts due from related parties of $17.0 million primarily as a result of increased advances paid to a related party to secure supply of silicon raw materials and wafers; partially offset by a decrease in inventories of $37.5 million as a result of the increase in our sales volume in 2013.

Net cash used in operating activities amounted to $15.6 million in 2012. Net cash used in operating activities in 2012 was mainly attributable to the following factors: (i) an increase in inventories of $46.8 million as a result of the increase in our procurement of raw materials and quantity of finished products; (ii) an increase in amounts due from related parties of $36.8 million primarily as a result of increased advances paid to a related party to secure supply of silicon raw materials under a long-term supply agreement, partially offset by an increase in our accounts payable of $49.6 million as a result of re-negotiation of the credit terms with the suppliers and a decrease in our prepaid expenses, other current assets and VAT tax receivable of $20.1 million primarily due to the decreased refund of VAT paid or borne corresponding to decreased overseas sales.

Net cash used in operating activities amounted to $112.9 million in 2011. Net cash used in operating activities in 2011 was mainly attributable to the following factors: (i) an increase in our accounts receivables of $99.4 million, primarily due to our granting extended credit terms for sales to our large customers of solar modules, (ii) an increase in our prepaid expenses, other current assets and VAT tax receivable of $23.7 million primarily due to the increased refund of VAT paid or borne corresponding to increased overseas sales, partially offset by an increase in amounts due to related parties of $47.0 million as a result of increased purchase from related parties of silicon raw materials used corresponding to our increased production output, and a decrease in inventories of $20.4 million as a result of decreased price of silicon materials.

Investing Activities

Net cash provided by investing activities in 2013 was $2.2 million, as compared to net cash used in investing activities of $183.4 million and $60.1 million in 2012 and 2011, respectively. Net cash provided by investing activities in 2013 was primarily due to a decrease in restricted cash of $32.4 million in connection with the provision of certain bank guarantees primarily because our proceeds from bill financing decreased, subsidy received from local government of $6.4 million in connection with our research and development activities and cash receipts of $4.3 million from our sales of two project companies, offset by our purchases of property, plant and equipment in the amount of $40.9 million primarily in connection with research and development center in Nanjing and relocation of certain production capacities to Turkey. Net cash used in investing activities in 2012 was primarily attributable to an increase in restricted cash of $142.2 million in connection with the provision of certain bank guarantees and our purchases of property, plant and equipment in the amount of $44.3 million in connection with investment in a new research and development center in Nanjing, China and the expansion of our manufacturing capacity. Net cash used in investing activities in 2011 was primarily attributable to our purchases of property, plant and equipment in the amount of $60.7 million in connection with the expansion of our solar cell and solar module manufacturing capacity and investment in a new research and development center in Nanjing, China, partly offset by a decrease in restricted cash of $0.6 million in connection with the release of certain bank guarantees.

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Financing Activities

Net cash used in financing activities was $30.9 million in 2013, primarily attributable to repayment of short-term bank borrowings of $706.4 million, offset by proceeds of $614.3 million from short-term bank borrowings and proceeds of $62.4 million from our long-term bank borrowings. The increase in our repayment of short-term bank borrowings was primarily due to certain short-term borrowings were repaid and replaced by long-term borrowings. Net cash provided by financing activities was $171.2 million in 2012, primarily attributable to proceeds of $653.8 million from short-term borrowings and proceeds of $46.1 million from our long-term bank borrowings, offset by repayment of short-term bank borrowings of $513.1 million. The increase in our short term and long term borrowings in 2012 was for the purpose of our purchases of property, plant and equipment in connection with investment in a new research and development center in Nanjing, China and the expansion of our manufacturing capacity. Net cash provided by financing activities was $260.9 million in 2011, primarily attributable to proceeds of $587.8 million from short-term borrowings and proceeds of $204.8 million from our long-term bank borrowings, offset by repayment of short-term bank borrowings of $522.6 million. The increase in our short term and long term borrowings in 2011 was for the purpose of our purchases of property, plant and equipment in connection with the expansion of our solar cell and solar module manufacturing lines and investment in a new research and development center in Nanjing, China.

Capital Expenditures

We incurred capital expenditures of $60.7 million, $44.3 million and $40.9 million in 2011, 2012 and 2013, respectively. Our capital expenditures have been used primarily in investment in our research and development center, upgrading of our solar cell manufacturing lines and increase of our module manufacturing capacities. We estimate that our committed capital expenditures in 2014 will be approximately $12.7 million, which will be used primarily to upgrade our existing solar product manufacturing lines and develop our Turkey manufacturing facility. We intend to fund part of the capital expenditures for these plans with additional borrowings from third parties, including banks, and if any, cash from operations.

C. Research and Development

Our senior management team heads our research and development efforts and sets strategic directions for the advancement of our products and manufacturing processes. Dr. Jianhua Zhao, our vice chairman and chief technology officer, and Dr. Aihua Wang, our vice president are all experienced solar power researchers. Under their guidance, our research and development plans include the following areas:

· Development of the manufacturing process for new solar cell structures. We focus our research and development efforts on the process technology of new type of solar cells and modules. Based on Dr. Zhao and Dr. Wang’s previous experience working with high efficiency solar cells, including developing what were the most efficient crystalline silicon solar cells in the world, we have successfully conducted research and a large number of experiments on solving the technical problems associated with manufacturing new types of solar cells. Focusing on improving cell conversion efficiency and enhancing manufacturing yields, we expect to deliver higher-efficiency products at times. For example, we have recently introduced Super Black modules to the market and have started to ship them since later 2013. Our Super Black module offers a pure black appearance for the entire panel including welding strips, making the module well suited for high-end rooftop projects and integrated constructions.  With its anti-glare feature, our Super Black module reduces reflection and demonstrates high performance in low sunlight conditions. Resistant to salt mist, ammonia, snow and wind pressure, our Super Black modules are suitable for beach house, resort, and farm installations.

· Increase our solar cell manufacturing efficiency and reduce the manufacturing costs. In 2011, our research team has made a concerted effort to improve the performance of our standard HP solar cells. We made efforts in continuously optimizing the processing parameters and conditions for each manufacturing step to streamline our manufacturing process and reduce the manufacturing costs. We are also working collaboratively with metallic paste manufacturers to reduce the paste used for our manufacturing without affecting solar cell performance. Hence, our wafer-cell non-silicon costs have been reduced to a low level of $0.15 per watt as of December 31, 2013. In addition, we are now in the process of development of 5BB technique which has an environment-friendly feature. Our research team has made and will continue to make efforts to optimize 5BB technique, which will enable us to save raw materials, increase the conversion rate and enhance power output performance in manufacturing of Waratah solar power products. We have filed patent applications for 5BB technique in a number of countries.

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We believe that the continual improvement of our technology is vital to maintaining our long-term competitiveness. Therefore, we have established our own solar power research center and have installed an experimental manufacturing line dedicated to our research and development.

To further leverage our internal advanced research and development capability, we have established cooperative relationships with several universities and institutions in China, including Nanjing University, Nanjing University of Aeronautics and Astronautics and Hebei University of Technology, each a leading science and engineering university in China. We have also entered into cooperative agreement with Xi’an Longi Silicon Material Corp. and Equity Solar, Inc. with the purpose to develop the solar power products tailored to our customers’ needs. Besides, we have been collaborating with a number of solar cell equipment suppliers and material suppliers to test their new products, with the purpose to improve the performance of solar cells. In 2013, we entered into a five-year collaborative research agreement with NewSouth Innovations Pty Ltd., a wholly owned subsidiary of the University of New South Wales, Australia, to improve solar cell efficiency by improving wafer material quality. The collaborative research aims to combine advanced hydrogenation technology of the University of New South Wales with our experience in cell process to enhance the electrical properties of silicon wafers, and thereby to obtain significantly higher cell efficiencies. We believe our collaborative efforts with these institutions have kept us apprised of the latest industry trends and developments, helped implement our own innovation initiatives and will continue to contribute to our technological advancement.

In addition, several government authorities in China, including the Ministry of Science and Technology, have provided us or committed to provide us with grants for our research in solar power technologies. Jiangsu Science and Technology Department also recognized our research and development capability by establishing the PV engineering technology research center in our company, which has passed the acceptance of Jiangsu Science and Technology Department in August 2009. We have invited solar power experts from external research institutes to form the expert commission for such research center. In 2013, the manufacturing technologies of our passivated emitter and rear cells, or PERC, passed the intermediate inspection of the national “863” scientific program. Our gross expenditures on research and development were $6.7 million, $8.6 million and $6.0 million in 2011, 2012 and 2013, respectively.

D. Trend Information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2013 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Off-balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

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F. Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2013:

	Payment Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Operating lease obligations		3,777		1,838		1,790		88		61
Purchase obligations(1)		858,488		294,383		564,105		—		—
Long-term borrowings(2)		301,404		35,428		193,883		53,481		18,612
Total		1,163,669		331,649		759,778		53,569		18,673

(1) Includes commitments to purchase property, plant and equipment in the amount of $13.4 million, and commitments to purchase silicon raw materials in the amount of $845.1 million.

(2) Long-term borrowings have an annual interest rate of 4.74%. This figure includes the interest payable amount in connection with such long-term borrowings.

G. Safe Harbor

This annual report on Form 20-F contains statements of a forward-looking nature. These statements relate to events involving known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the Section 27A of the Exchange Act. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we “believe,” “expect” or “anticipate” will occur, and other similar statements), you must remember that our expectations may not materialize, even though we believe that they are reasonable.

Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events affecting our results may occur.

We caution you not to place undue reliance on forward-looking statements. You should read these statements in conjunction with the risk factors disclosed in Item 3 of this annual report, “Key Information—Risk Factors.” We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Directors and Executive Officers	Age	Position
Tingxiu Lu	52	Director and Chairman
Jianhua Zhao	58	Director and Chief Technology Officer
Shiliang Guo	50	Director
Merry Tang	54	Independent Director
Xiaoqian Zhou	73	Independent Director
Jian Li	60	Independent Director
Stephen Zhifang Cai	53	Chief Executive Officer
Yongfei Chen	38	Chief Financial Officer
Aihua Wang	60	Vice President

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Directors

Mr. Tingxiu Lu is chairman of our board of directors and has been with our company since 2004. Mr. Lu has been a director of CEEG Renewable Energy Investment Co., Ltd. since February 2013. Since 2009, Mr. Lu has served as chairman of the board of directors and chief executive officer of China Electric Equipment (Jiangsu) Co., Ltd., a Chinese company that mainly manufactures power transformers. Since 2003, Mr. Lu has served as a director of CEEG, a Chinese company that mainly manufactures power transformers. He has been chairman and general manager of Jiangsu CEEG Transformer Manufacturing Co., Ltd. since 2002, and has been a member of the supervisory board of Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. since 2003. Mr. Lu has been chairman of Jiangsu Xinde and Nanjing Xinde Assets Management Co., Ltd., two investment management and investment holding companies, since 2006. From 1991 to 2003, Mr. Lu was the general manager of Jiangsu CEEG Electrical Equipment Manufacturing Co, Ltd, the predecessor of CEEG. Mr. Lu was awarded the China Excellent Entrepreneur award by the China Entrepreneur Confederation in 2005. He was also named as a 2005 Top Ten Distinguished Youth Entrepreneur of Jiangsu Province in 2005 by Jiangsu Province Development and Reform Commission and other government bodies. Mr. Lu graduated from an executive business management program at Tsinghua University in 2006.

Dr. Jianhua Zhao is our director and the chief technology officer of our company and has been with our company since 2004. From 2002 to June 2006, he was an associate professor of the Centre of Excellence for Advanced Silicon Photovoltaics and Photonics, formerly known as the Photovoltaics Special Research Centre, at the University of New South Wales in Australia, and also served as its deputy director from 1999 to June 2006. At the Photovoltaics Special Research Centre, he was a senior lecturer (senior research fellow) from 1991 to 2001. Dr. Zhao is a senior member of IEEE Electron Device Society, a member of Australia and New Zealand Solar Energy Society and a member of Chinese Renewable Energy Society. Dr. Zhao graduated from Nanjing Institute of Technology in 1978 and received his master’s degree from the same university in 1982, and received a Ph.D. degree in electrical engineering from the University of New South Wales in Australia in 1989. Dr. Zhao started solar research in 1979 and has published 65 papers in scientific journals, including one published in Nature magazine, 111 papers in international scientific conferences, and 32 research reports. Dr. Zhao is the husband of Dr. Aihua Wang.

Mr. Shiliang Guo has been a director of our company since May 2009. Mr. Guo once served as a director of our company from May 2006 to July 2007 and he served as our acting chief financial officer from May to October 2009. Since 2009, Mr. Guo has served as the vice president and chief financial officer of China Electric Equipment (Jiangsu) Co., Ltd. Mr. Guo has also served as a director of CEEG since 2008 and the chief financial officer of CEEG from 2004 to 2009. From 1993 to 2004, Mr. Guo served as chief accountant with Yangzhou Zhengxin Certified Public Accountant Co., Ltd., Yangzhou Xingda Certified Public Accountant Co., Ltd. and Yangzhong Certified Public Accountant Co., Ltd., respectively. Mr. Guo received a bachelor's degree in finance from Suzhou University in 1984. He obtained the qualification of PRC Certified Public Accountant in 1993.

Independent Directors

Ms Merry Tang has been an independent director of our company since June 2008. She is currently a principal and managing partner of GTZY CPA Group, LLC. Ms. Tang served a managing director at GTA International, LLC and Partner at Tang & Company, PC – both U.S.-based CPA firms offering services in risk assessment, audit engagements and Sarbanes-Oxley–related documentation to leading banks, financial service providers and telecommunications firms from 2006 to 2008. Prior to that, Ms. Tang gained “Big 4” experience at PricewaterhouseCoopers LLP where she served as senior auditor and engaged in various high profile clients’ financial and IT audits from 2004 to 2006. Ms. Tang also worked at Lucent Technologies, Inc. as a finance manager from 1996 to 2004. Ms. Tang graduated from the Central University of Finance & Banking, Beijing, China with a bachelor degree in banking in 1983 and a master degree in Finance in 1986, before going on to receive her master degree in accounting from the State University of New York at Albany in 1993.

Mr. Xiaoqian Zhou has been an independent director of our company since May 2007. He is a vice director of Chinese Energy Research Society and honorary chairman of the Chinese Society for the Development of Power. Mr. Zhou has over 40 years of experience in the power industry in China. He was a consultant to the State Grid Corporation of China from 2001 to 2004, and was an assistant general manager of the same company from 1998 to 2001. From 1996 to 1999, Mr. Zhou was the general manager of China Grid Construction Co., Ltd. Mr. Zhou graduated from Zhejiang University with a major in thermal power equipment in 1964.

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Ms. Jian Li has been an independent director of our company since May 2008. Ms. Li has worked in education with the Central University of Finance and Economics since 1983. Ms. Li is a professor, the head of department of finance, a doctoral supervisor and a supervisor of postdoctoral research station of Central University of Finance and Economics. Ms. Li has been an independent director of each of Bank of Beijing, a listed company on the Shanghai Stock Exchange, and Dongxing Securities Joint Stock Co., Ltd. since 2013. She was also a director and an independent director of Citic Securities Co., Ltd., a company listed on the Shanghai Stock Exchange from 2006 to 2013. Ms. Li has been involved in the publishing of a number of academic papers both in China and overseas during the past ten years, mainly on finance and the capital markets. Ms. Li received her bachelor’s degree in finance and doctor’s degree in economics from the Central University of Finance and Economics and Xi’an Communication University in 1983 and 1997, respectively.

Executive Officers

Mr. Stephen Zhifang Cai has been our chief executive officer since March 2010 and our director since April 2010. Mr. Cai resigned from his position as our director on August 3, 2012 in order for the Company to maintain a majority of independent directors. Mr. Cai has served as a director of CEEG since March 2008, and served as vice president of CEEG and chief executive officer of CEEG PV Business from March 2008 to March 2010. From 2007 to 2010, he also served as the chairman of SST, an entity formerly controlled by our chairman that we acquired in November, 2010. Mr. Cai has also served as a director of Shanghai X-fort Composite Material Co., Ltd., a China based composite material manufacturer, since 2008. From 1992 to 2006, Mr. Cai served in several management roles within DuPont China Group Co., Ltd., including general manager of the safety and protection business of Asia-Pacific area (east Asia region), leader of DuPont China’s Aramid fiber project and general manager of advanced fiber business for Greater China. Mr. Cai received a bachelor’s degree in chemical fiber from the East China Institute of Textile Science and Technology in 1982. He also received an MBA from Fudan University in 2002.

Mr. Yongfei Chen has been our chief financial officer since January 12, 2012. He was our acting chief financial officer since November 2010. From 2003 to 2010, Mr. Chen worked in CEEG with his last role as the general manager of the finance department. Prior to that, he was an accountant at Yangzhong Sub-branch of China Construction Bank from 1997 to 2002. Mr. Chen graduated from Yanshan University with a major in industrial management engineering in 1997. He is currently a PRC Certified Public Accountant.

Dr. Aihua Wang is a vice president and has been with our company since 2004. From 2000 to June 2006, she was a research fellow at the Centre of Excellence for Advanced Silicon Photovoltaics and Photonics, formerly known as the Photovoltaics Special Research Centre, at the University of New South Wales in Australia. At the Photovoltaics Special Research Centre, she was a project scientist from 1991 to 2000. She was an engineer at Applied Solar Energy, Inc. in California from 1990 to 1991. Dr. Wang published a number of research articles and papers on solar cells. Dr. Wang graduated from Nanjing Institute of Technology in China in 1978 and received a Ph.D. degree in electrical engineering from the University of New South Wales in Australia in 1992.

The address of our directors and executive officers is c/o China Sunergy Co., Ltd., No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People’s Republic of China.

B. Compensation of Directors and Executive Officers

For the year ended December 31, 2013, the aggregate cash compensation that we paid to our directors and executive officers was approximately RMB4.4 million (approximately $0.7 million). There are no service contracts between us and our directors, except for those directors who are also our executive officers. For the year ended December 31, 2013, we paid an aggregate of RMB127,000 (approximately $20,922) for pension and other social insurance contribution for our senior executive officers. For option grants to our officers and directors, see Item 6, “Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Share Incentive Plan.”

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Employment Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate the employment for cause, at any time, without remuneration, for certain acts of the employee, including but not limited to a conviction or plea of guilty to a felony, willful dishonesty to us and willful and continued failure to perform substantially all his agreed-to duties after a reasonable opportunity to cure the failure. An executive officer may terminate his employment at any time without penalty if there is any failure by us to comply with any material provisions of the employment agreement, any change in his duties or responsibilities in any material and adverse respect. Furthermore, either party may terminate the employment at any time without cause upon advance written notice to the other party. If we terminate the employment of an executive officer without cause, the executive officer will be entitled to a severance payment equal to a certain specified number of months of his or her then base salary.

Each executive officer has agreed to hold in confidence and not to use, except as required in the performance of his duties in connection with the employment, any confidential information relating to the business of our company, affiliates or customers. The executive officers have also agreed to disclose to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the employment and to assign all right, title and interest in them to us.

Share Incentive Plan

In October 2006, our board of directors adopted a share incentive plan, or the First Plan, later amended in April 2007 and May 2009, respectively, to link the personal interests of our board members, employees and consultants to those of our shareholders by providing them with an incentive to generate superior returns for our shareholders, as well as to provide us with the flexibility to motivate, attract and retain the services of these individuals upon whose judgment, interest and special effort the successful conduct of our operations is dependent. The First Plan provides for the grant of options, referred to as “awards,” and we have reserved 2,500,000 shares for issuance under the First Plan. We adopted a second share incentive plan, or the Second Plan, after obtaining the approval by shareholders in February 2008. We have reserved 4,190,748 shares for issuance under the Second Plan. As of December 31, 2013, we have granted 2,743,806 options and 3,476,086 restricted shares (including 2,175,822 forfeited shares) pursuant to the above plans.

Administration. Our share incentive plans are administered by our compensation committee or, in its absence, by our board of directors. Our compensation committee will determine the provisions, terms and conditions of our awards.

Awards. Awards granted are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award. Our First Plan only provides for awards in the form of options. Options provide for the right to purchase our ordinary shares at a specified price, and usually will become exercisable in installments after the grant date. The option exercise price may be paid in cash, by check, by our ordinary shares which have been held by the option holder for such time as may be required to avoid adverse accounting treatment, by other property with value equal to the exercise price, through a broker assisted cash-less exercise or by such other methods as our compensation committee or board of directors may approve from time to time.

The following paragraphs briefly describe the principal features of the various awards that may be granted under the Second Plan.

· Options. Options provide for the right to purchase our ordinary shares at a price and period determined by our compensation committee in one or more installments after the grant date.

· Restricted Shares. A restricted share award is the grant of our ordinary shares determined by our compensation committee. A restricted share is nontransferable, unless otherwise determined by our compensation committee at the time of award, and may be repurchased by us upon termination of employment or service during a restricted period. Our compensation committee shall also determine in the award agreement whether the participant will be entitled to vote the restricted shares or receive dividends on such shares.

· Restricted Share Units. Restricted share units represent the right to receive our ordinary shares at a specified date in the future, subject to forfeiture of such right. If the restricted share unit has not been forfeited, then on the date specified in the award agreement, we shall deliver to the holder unrestricted ordinary shares which will be freely transferable.

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· Termination of Plan. Unless terminated earlier, our First Plan and Second Plan will expire in 2016 and 2018, respectively. Our board of directors has the authority to amend or terminate our share incentive plans subject to shareholder approval to the extent necessary to comply with applicable law. However, no such action may impair the rights of any recipient of the awards unless agreed by the recipient and the share incentive plan administrator.

We have two types of vesting schedules for options. A substantial portion of options vest over a four-year period beginning in October 2006, April 2007, January 2008, February 2008, June 2008 or January 2009. Other options vest on the first anniversary of the grant date. We did not grant any option, restricted shares or restricted share units to our directors and executive officers from January 1, 2013 to the date of this annual report.

C. Board Practices

Board of Directors

Our board of directors currently has six directors. Mr. Wenze Wang, due to the personal reason, has elected to resign from his position as an independent director of our company with effect from March 26, 2014. Upon his resignation, he also ceased to be a member of each of Corporate Governance and Nominating Committee and Compensation Committee of our Company. Mr. Wang’s resignation altered the composition of our board so that we no longer have a majority of members that satisfy the “independence” definition under the Nasdaq Stock Market Marketplace Rules, or the Nasdaq Rules, and no longer comply with Nasdaq’s independent director requirement as set forth in Rule 5605 of the Nasdaq Rules. We are in the process of identifying candidates for the replacement independent director.

Under our amended and restated articles of association, which became effective in April 2007, our board of directors consists of at least two directors. Our directors are elected by the holders of our ordinary shares.

A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its undertakings, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or pledged as security for any obligation of the company or of any third party. Upon the completion of our initial public offering in May 2007, we established three committees under the board of directors: the audit committee, the compensation committee and the nominating committee. We have adopted a charter for each committee.

Committees of the Board of Directors

We have established three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Ms. Merry Tang, Mr. Xiaoqian Zhou and Ms. Jian Li and is chaired by Ms. Merry Tang. Ms. Tang, Mr. Zhou and Ms. Li satisfy the independence requirements of Rule 10A-3 under the Exchange Act, as amended, and Rule 5605 of the Nasdaq Rules. The audit committee oversees our accounting and financial reporting processes and audits of the financial statements of our company. The audit committee is responsible for, among other things:

· selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

· reviewing with the independent auditors any audit problems or difficulties and management’s response;

· reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

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· discussing the annual audited financial statements with management and the independent auditors;

· reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and

· meeting separately and periodically with management and the independent auditors.

Compensation Committee. Our compensation committee consists of Ms. Jian Li and Mr. Xiaoqian Zhou. Ms. Li and Mr. Zhou satisfy the independence requirements of Rule 5605 of the Nasdaq Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

· at least annually, review and evaluate the performance of our most senior officers, including the Chief Executive Officer, other executive committee members and the senior managers who directly report to the Chief Executive Officer, and determine the compensation of these senior officers;

· review and approve our overall compensation philosophy and oversee the administration of related compensation and benefits programs, policies and practices;

· at least annually review and evaluate and, if necessary, revise our compensation policy adopted by our management; and

· retain or obtain the advice of any compensation consultant, legal counsel or other advisor at our expenses as determined by the compensation committee, and shall be directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel or other advisor retained by the compensation committee.

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Mr. Xiaoqian Zhou and Ms. Jian Li. Ms. Li and Mr. Zhou satisfy the independence requirements of Rule 5605 of the Nasdaq Rules. The corporate governance and nominating committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:

· identifying and recommending qualified candidates to the board for selection of directors nominees for election or re-election to the board of directors and committees of the board of directors, or for appointment to fill any vacancy;

· reviewing annually with the board of directors the current composition of the board of directors with regard to characteristics such as independence, age, skills, experience and availability of service to us; and

· advising the board of directors periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial actions to be taken.

Duties of Directors

Under Cayman Islands law, our directors have fiduciary duties to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess with the care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restate memorandum and articles of association. A shareholder may in the name of our company have the right to seek damages if a duty owed by our directors is breached.

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Terms of Directors and Officers

Our shareholders have designated our directors into three classes, namely Class A directors, Class B directors and Class C directors, who shall retire from office and be eligible for re-election at the first, second and third annual general meeting after our initial public offering, respectively. Mr. Tingxiu Lu and Ms. Jian Li have been designated as Class A directors. Mr. Jianhua Zhao, and Ms. Merry Tang have been designated as Class B directors. Mr. Xiaoqian Zhou and Mr. Shiliang Guo have been designated as Class C directors. At each subsequent annual general meeting after the third annual general meeting, the directors of the class who have been longest in office shall retire and shall be eligible for re-election. A director may only be removed by the shareholders. Officers are elected by and serve at the discretion of the board of directors.

D. Employees

We had 1,627 and 2,867 employees as of December 31, 2011 and 2012, respectively. As of December 31, 2013, we had 2,935 full-time employees, consisting of 2,273 in manufacturing, 190 in equipment maintenance, 123 in quality assurance, 31 in purchasing, 58 in research and development, 63 in sales and marketing and 197 in general and administrative. Our employees are not covered by any collective bargaining agreement. We consider our relations with our employees to be good.

From time to time, we also employ part-time employees and independent contractors to support our manufacturing, research and development and sales and marketing activities. We plan to hire additional employees as we expand.

E. Share Ownership

The following table sets forth information, some of which has been obtained from public filings, with respect to the beneficial ownership of our ordinary shares as of March 31, 2014, by:

· each of our directors and executive officers who are also our shareholders; and

· each person known to us to own beneficially more than 5.0% of our ordinary shares.

	Ordinary Shares Beneficially Owned
	Number (1)		% (2)
Directors and Executive Officers:
Tingxiu Lu (3)		77,310,234		28.9
Jianhua Zhao (4)		9,989,448		3.7
Aihua Wang (4)		9,989,448		3.7
Xiaoqian Zhou (5)		*		*
All Directors and Executive Officers as a Group		90,404,034		33.8
Principal Shareholders:
Elite Shine Group Limited (6)		77,310,234		28.9
Credit Suisse AG (7)		33,066,954		12.4
Exuberance Investment Limited (8)		32,678,274		12.2
Brightest Power Holdings Limited (9)		9,989,448		3.7
PraxCapital Fund II, L.P (10)		16,043,934		6.0

*Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to the securities.

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(2) For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by 267,287,253, being the number of ordinary shares outstanding as of March 31, 2014 plus the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after March 31, 2014.

(3) Includes 74,403,234 ordinary shares ,beneficially owned by Elite Shine Group Limited, a British Virgin Islands company, which is 100% owned by Mr. Lu, and 161,500 ADSs representing 2,907,000 ordinary shares, beneficially owned by Virture Deep Limited, a British Virgin Islands company, which is 100% owned by Mr. Han Lu who is the son of Mr. Lu. The business address for Mr. Lu is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People’s Republic of China. The resident address for Mr. Han Lu is Room 402, Unit 3, Building 17, New World Garden, No. 3 Bancang Street, Xuan Wu District, Nanjing, People’s Republic of China. The address of Virture Deep Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands. Elite Shine Group Limited has entered into certain share pledge agreement in September 2009 with a Chinese bank. Pursuant to the share pledge agreement, 9,184,200 of our ordinary shares beneficially owned by Elite Shine Group Limited, or the Pledged Shares, were pledged to such Chinese bank to secure a syndicated loan arranged by it to a company controlled by Mr. Lu. The share pledge agreement does not grant the Chinese bank the power to vote or to direct the vote of the Pledged Shares, or, prior to default, the power to dispose or to direct disposition of the Pledged Shares.

(4) Includes 6 ordinary shares and 554,969 ADSs, each representing 18 ordinary shares, beneficially owned by Brightest Power Holdings Limited, a British Virgin Islands company, which is 100% owned by Dr. Zhao and Dr. Wang. Dr. Zhao and Dr. Wang are husband and wife, and their business address is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People’s Republic of China.

(5) Represents ordinary shares issued and issuable upon exercise of options held by Mr. Zhou. Mr. Zhou’s address is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People’s Republic of China.

(6) Elite Shine Group Limited is 100% owned by Mr. Lu. The address of Elite Shine Group Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

(7) Based on a Schedule 13G Amendment No. 6 filed by Credit Suisse AG on February 13, 2014, this represents the shares that may be deemed to be beneficially owned by Credit Suisse AG and includes 32,678,274 shares that China Harvest Fund, L.P. beneficially owns because of Credit Suisse AG’s relationship to China Harvest Fund, L.P. Credit Suisse AG disclaims beneficial ownership of these 32,678,274 shares. The ultimate parent company of Credit Suisse AG is Credit Suisse Group AG, a corporation formed under the laws of Switzerland. Credit Suisse Group AG disclaims beneficial ownership of shares beneficially owned by its direct or indirect subsidiaries, including Credit Suisse AG. Credit Suisse AG’s business address is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. See footnote 8 for additional discussion of these shares.

(8) Based on a Schedule 13G filed by Exuberance Investment Limited on February 14, 2008, this represents 32,678,274 ordinary shares held by Exuberance Investment Limited, a British Virgin Islands company, with the registered address at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. Exuberance Investment Limited is 97.83% owned by China Harvest Fund, L.P., a Cayman Islands exempted limited partnership, and 2.17% owned by China Harvest Parallel Fund I, L.P., a Cayman Islands exempted limited partnership, each with the registered address at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The general partner of China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. is China Renaissance Capital Investment, L.P., a Cayman Islands exempted limited partnership. Voting and investment power of shares beneficially held by China Harvest Fund, L.P. is exercised by the investment committee of China Renaissance Capital Investment, L.P. which consists of Mark Qiu, Hung Shih, Li Zhenzhi, Charles Pieper and Nicole Arnaboldi. The address for these committee members is c/o China Renaissance Capital Investment, L.P., M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

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(9) Brightest Power Holdings Limited is 100% owned by Dr. Zhao and Dr. Wang. The address of Brightest Power Holdings Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

(10) Based on a Schedule 13G Amendment No. 1 filed by PraxCapital Fund II, L.P. on February 13, 2009, this represents 16,043,934 ordinary shares held by PraxCapital Fund II, L.P., a Cayman Islands limited partnership, with the registered address at P.O. Box 309GT, Ugland House, South Church St., George Town, Grand Cayman. The general partner of PraxCapital Fund II, L.P. is Prax Capital GP II, a Cayman Islands company. Prax Capital GP II is controlled by its board of directors, consisting of Jose Luis Artiga, Fernando R. Vila, Jeff Jie-Ping Yao and Lei Xu. The address of Jose Luis Artiga is Chalet Augusta No. 2, 3963 Crains-Sur-Sierre, Switzerland. The address of Fernando R. Vila is 1001 Brickell Bay Drive, Suite 2402, Miami, Florida, 33131. The address of each of Jeff Jie-Ping Yao and Xu Lei is 333 Huai Hai Middle Road, Suite 1701, Shanghai, People’s Republic of China, 200021.

None of our shareholders has different voting rights from other shareholders. Except as disclosed elsewhere in this annual report, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

See Item 6, “Directors, Senior Management and Employees ¾ Share Ownership.”

B. Related Party Transactions

Transactions with Certain Directors, Shareholders and Affiliates

In August 2006, Sunergy Nanjing entered into an agreement to lease warehouse premises of 3,574 square meters from CEEG (Nanjing) Special Transformer Co., Ltd., or CST, an entity controlled by our chairman, for a term until September 2011, and has renewed such agreement for a term from October 2011 to September 2014. The renewed tenancy agreement provides for annual rental payments of RMB514,621 (approximately $81,765). In June 2012, Sunergy Nanjing and CST entered into a supplement agreement to supersede the above tenancy agreement, pursuant to which CST leases the premises to Sunergy Nanjing for free starting from January 2012.

In November 2010, NRE entered into an agreement to lease manufacturing site area, warehouse premises and ancillary premises of approximately 27,500 square meters from CST for a term until April 2011. The tenancy agreement provides for annual rental payments of RMB4.0 million (approximately $0.6 million). In March 2011, NRE entered into agreements with CST to purchase manufacturing site and ancillary premises of approximately 25,000 square meters, which is among the total of 27,500 square meters that we previously leased under the lease agreement described above, for a consideration of RMB50.2 million (approximately $8.0 million). Since then, NRE renewed the tenancy agreement to lease from CST the remained warehouse premises that we previously leased under the lease agreement described above for a term from May 2011 to April 2014. The renewed tenancy agreement provides for annual rental payments of RMB422,151 (approximately $67,073). In May 2012, NRE and CST entered into a supplement agreement to supersede the above tenancy agreement, pursuant to which CST leases the premises to NRE for free starting from January 2012. In 2013, we sold modules to CEEG (Nanjing) Solar Research Institute, an entity controlled by our chairman, in the amount of $1.5 million. As of December 31, 2013, we had a balance of $1.5 million due from CEEG (Nanjing) Solar Research Institute.

In 2013, we sold solar cells to CEEG (Nanjing) Semiconductor Co., Ltd., an entity controlled by our chairman, in the amount of $247,563, and we purchased silicon materials from CEEG (Nanjing) Semiconductor Co., Ltd. in the amount of $21.4 million. As of December 31, 2013, we had a balance of approximately $74.9 million due from CEEG (Nanjing) Semiconductor Co., Ltd., which related to our purchase of wafers and silicon materials.

In 2013, we sold non-silicon raw materials to CEEG (Jiangsu) Insulative New Materials Co., Ltd., an entity controlled by our chairman, in the amount of $606,322, and we purchased non-silicon raw materials from CEEG (Jiangsu) Insulative New Materials Co., Ltd. in the amount of $6.2 million. As of December 31, 2013, we had a balance of $35,749 due from CEEG (Jiangsu) Insulative New Materials Co., Ltd.

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In 2013, we sold solar modules to CEEG, an entity controlled by our chairman, in the amount of $7.4 million, and we purchased non-silicon raw materials from CEEG in the amount of $2.7 million, and machinery from CEEG in the amount of $2.1 million. As of December 31, 2013, we had a balance of $454,759 due to CEEG; and had a balance of $1.8 million due from CEEG.

In 2013, we sold solar modules to China Electronic Equipment Group (Hong Kong) Co., Limited, an entity controlled by our chairman, in the amount of $71,852. As of December 31, 2013, we had a balance of nil with China Electronic Equipment Group (Hong Kong) Co., Limited.

In 2013, we sold solar modules to Jiangxi Jingde Semiconductor New Material Co., Ltd., an entity controlled by our chairman, in the amount of $38,893, and we purchased silicon materials from Jiangxi Jingde Semiconductor New Material Co., Ltd. in the amount of $4.8 million. As of December 31, 2013, we had a balance of $3.2 million due to Jiangxi Jingde Semiconductor New Material Co., Ltd.

In February 2014, we completed the acquisition of CSUN Australia Pty. Ltd, which was controlled by our chairman Mr. Tingxiu Lu before the acquisition. The total acquisition consideration of was nil primarily because, as of the date of acquisition, no capital was injected to CSUN Australia Pty. Ltd and CSUN Australia Pty. Ltd did not have substantial operation.

In March 2014, we entered into an equity transfer agreement with CEEG, under which we agreed to sell and CEEG agreed to purchase, 100% of the equity interest in Shanghai Sunergy for approximately RMB 231.2 million (US$37.7 million). We expect to receive the cash proceeds of approximately RMB 79.6 million (US$13.0 million) from this transaction in the second quarter of 2014. The remaining consideration will be settled through forgiveness of the amount due from us by Sunergy Shanghai. CEEG expressly undertakes that it will not utilize Sunergy Shanghai or its assets to engage in any business competitive with us.

In 2012, we and CEEG (Nanjing) Semiconductor Co., Ltd. entered into a series of loan agreements under which we borrowed loans totaling RMB735.0 million (approximately $116.9 million) with terms ranging from two months to four months, with an interest rate from 5.60% to 6.56%. Such loans were made for the purpose of our operation. As of December 31, 2012, we have repaid $107.4 million under these loan arrangements.

In June 2011, Sunergy Nanjing and CEEG entered into a certain loan agreement under which CEEG borrowed a loan of RMB500.0 million (approximately $79.4 million) with a term of three years from June 27, 2011 to June 28, 2014, with an interest rate comparable to a bank loan over the same period. Such loan was made for the purpose of funding the co-investment by Sunergy Nanjing and China Sunergy (Hong Kong) Co., Limited. in the 1 GW solar cells expansion project in Yangzhou, Jiangsu Province, China. As of December 31, 2011, we have fully repaid such loans.

Sunergy Nanjing and CEEG entered into an agreement on May 16, 2008 under which CEEG agreed to guarantee free of charge bank borrowings by Sunergy Nanjing of up to RMB1 billion (approximately $158.9 million). This agreement has an initial term of two years from May 17, 2008 to May 16, 2010, and we renewed this agreement in April 2010 to extend the term to May 31, 2011. CEEG further undertook to guarantee our bank borrowings for up to RMB2.5 billion (approximately $413.0 million) and both parties extended the term of this agreement to December 31, 2015.

In May 2011, Jiangsu Xinde entered into a guarantee agreement with Bank of Communications to guarantee our bank borrowings from May 2011 to May 2012 for up to RMB156.0 million (approximately $24.8 million), and another guarantee agreement with Bank of Communications to guarantee our bank borrowings from May 2011 to May 2012 for up to RMB240.0 million (approximately $38.1 million). In July 2012, Jiangsu Xinde and we entered into a guarantee agreement with Bank of Communications to guarantee our bank borrowings from July 2012 to July 2013 for up to RMB124.0 million (approximately $19.7 million), and another guarantee agreement with Bank of Communications to guarantee our bank borrowings from July 2012 to July 2013 for up to RMB127.0 million (approximately $20.3 million).

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In January 2011, Jiangsu Xinde entered into a guarantee agreement with Evergrowing Bank to guarantee our bank borrowings from January 2011 to January 2012 for up to RMB90.0 million (approximately $14.3 million). In February 2012, Jiangsu Xinde entered into a guarantee agreement with Evergrowing Bank to guarantee our bank borrowings from February 2012 to February 2013 for up to RMB110.0 million (approximately $17.5 million).

As of December 31, 2012, approximately $69.2 million of our short-term bank borrowings have been guaranteed by Mr. Tingxiu Lu, our chairman, CEEG, an entity controlled by our chairman. Approximately $50.0 million of our short-term bank borrowings were guaranteed by Mr. Lu Tingxiu and his shares in CEEG. Approximately $39.8 million of our short-term bank borrowings have been guaranteed by Bank of Nanjing and CEEG. Approximately $19.7 million of the short-term bank borrowings have been guaranteed by CEEG and Jiangsu Xinde an entity controlled by our chairman. Approximately $20.3 million short-term borrowing has been guaranteed by Jiangsu Xinde. As of December 31, 2012, approximately $31.8 million of the long-term bank borrowings have been guaranteed by the real estate of CST, and CEEG (Jiangsu) Limited.

In 2013, we provided to CEEG short-term and interest-free advances totaling $44.3 million. Such advances were made with a view to addressing liquidity and credit conditions at CEEG and to preserve our credit and liquidity, because CEEG provided various guarantees in favor of us. As of October 31, 2013, we have fully collected such advances.

As of December 31, 2013, approximately $16.4 million of the short-term bank borrowings have been guaranteed by Mr. Tingxiu Lu, our chairman and CEEG. Approximately $16.4 million of the short-term bank borrowings have been guaranteed by CEEG, CEEG (Jiangsu) Limited, CEEG (Nanjing) Special Transformer Co., Ltd., Mr. Lu and his wife. Approximately $16.1 million of the short-term bank borrowings have been guaranteed by CEEG, Mr. Lu and the machinery of Sunergy Nanjing. Approximately $16.4 million of the short-term bank borrowings have been guaranteed by Jiangsu Xinde, Mr. Lu and Ms. Shi. Approximately $8.2 million short-term borrowing has been guaranteed by CEEG (Jiangsu) Ltd. and Mr. Lu. Approximately $3.3 million short-term borrowing has been guaranteed by CEEG, CEEG (Nanjing) Special Transformer Co., Ltd. and Mr. Lu. Approximately $6.6 million short-term borrowing has been guaranteed by CEEG, Mr Lu and his wife, Ms. Shi. As of December 31, 2013, approximately $30.6 million of the long-term bank borrowings have been guaranteed by CEEG, CEEG (Jiangsu) Limited and Mr. Lu. Approximately $100.0 million of the long-term bank borrowings have been guaranteed by Mr. Lu and his equity interests in Jiangsu Xinde Asset Management Co., Ltd. Approximately $50.0 million of the long-term bank borrowings was guaranteed by Mr. Lu and his equity interests in CEEG. Approximately $7.5 million of the long-term bank borrowings was guaranteed by CEEG and the machinery owned by CSUN Eurasia Energy Systems Industry and Trade Inc. Approximately $32.8 million of the long-term bank borrowings was guaranteed by CEEG (Jiangsu) Limited, CEEG and the real estate of CEEG (Nanjing) Special Transformer Manufacturing Co., Ltd.

Employment Agreements

See “Item 6. Directors, Senior Management and Employees—Management—Employment Agreements.”

Share Incentive Plan

See “Item 6. Directors, Senior Management and Employees—Management—Share Incentive Plan.”

Related Party Transaction Policy

We adopted an audit committee charter and a related party transaction policy, which require that the audit committee review all related party transactions on an ongoing basis and all such transactions be approved or ratified by the committee.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report.

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Legal Proceedings

We are a named defendant in three purported class actions currently pending in the United States District Court for the Southern District of New York—Brown v. China Sunergy Co., Ltd. et al., Case No. 07-CV-07895 (DAB), Sheshtawy v. China Sunergy Co., Ltd. et al., Case No. 07-CV-08656 (DAB), and Giombetti v. China Sunergy Co., Ltd. et al., Case No. 07-CV-09689 (DAB). On September 29, 2008, the District Court appointed a lead plaintiff and consolidated the three cases. The lead plaintiff filed a consolidated amended complaint on December 8, 2008.

The consolidated amended complaint purports to state class action claims against us in connection with our initial public offering and seeks unspecified damages. Specifically, the lead plaintiff alleges that we made false and misleading statements in our initial public offering registration statement and prospectus regarding, among other things, the procurement of polysilicon.

Several of our directors and officers, along with the investment banks that underwrote our initial public offering, are also named defendants in the cases. On January 26, 2009, the defendants filed a motion to dismiss the consolidated amended complaint. Briefing on the motion was completed on May 1, 2009. Defendants’ motion remained outstanding when, on July 14, 2009, the parties reached an agreement in principle to settle the dispute in its entirety. On May 12, 2011, the Court held a final hearing and issued a final judgment for each of the three filed cases, dismissing each case with prejudice and approving the settlement and plan of allocation. On May 13, 2011, the Court issued its final order and the case was closed. All payments of $1.1 million pursuant to the settlement have been made by our insurers.

In September 2009, we filed a petition with the Salten District Court seeking injunction with regard to a $50 million bank guarantee, which is a security for our payment obligation under a long term supply contract entered into between REC SiTech AS and us in June 2008. The contract stipulates that REC SiTech AS will supply us monocrystalline 156-millimeter wafers for a seven year period between 2009 and 2015. Without obtaining our written consent as the contract requires, REC SiTech AS merged into REC Wafer upon its dissolution on January 1, 2009. Subsequently, the bank guarantee was not renewed. REC Wafer claimed that the non-renewal of the bank guarantee was a breach of contract which according to the supply contract is the basis for the drawdown of the bank guarantee, and it sought to draw on the bank guarantee. After a Norwegian Supreme Court ruling on this case in 2010 the injunction was granted and REC Wafer was prohibited from drawing on the bank guarantee. Separately we filed a lawsuit against REC Wafer with the People’s High Court of Jiangsu Province, China. The Court in China has issued an injunction to the related banks to forbid these banks from making payments related to the bank guarantee. In April 2010, the People’s High Court of Jiangsu Province rejected REC Wafer’s dissent of jurisdiction after an oral hearing. In the ruling made by the Supreme Court of the People’s Republic of China on November 5, 2010, the Court denied the appeal filed by REC Wafer and made the final and binding decision that the Jiangsu Higher Court shall have Jurisdiction over the case.

The injunction in Norway was followed by a writ of Certiorari where we claimed that REC Wafer was not, and had not been, a party to the contract entered into between REC SiTech AS and us in 2008. In June 2011 the Hålogaland Court of Appeal in Norway ruled in favor of us. The ruling from the Court of Appeal was consistent with the Norwegian Supreme Court ruling in 2010. Thereafter, REC decided to appeal the last ruling to the Supreme Court of Norway.

On October 17, 2011, we entered into a settlement agreement with REC Wafer to settle all disputes between REC Wafer and us. On October 28, 2011, we made a settlement payment to REC Wafer. The settlement amount has very limited impact on our profitability. Simultaneously REC Wafer released the $50 million bank guarantees related to the contract between REC SiTech AS and us in 2008.

On March 20, 2012, DOC’s preliminary countervailing duty determination was issued with an average countervailing duty rate of 3.61% assigned to China Sunergy solar cells produced in China that are imported, including as part of modules or panels, into the United States. The DOC also preliminarily determined that the countervailing and anti-dumping duty investigations apply only to solar cells made in China, as well as panels and modules, regardless of where manufactured, incorporating such cells. The investigations would not apply to panels or modules made in China from solar cells manufactured in a third country. We were not selected as a mandatory respondent to the anti-dumping investigation and participated in this case as a separate rate respondent. The DOC and ITC have made their final determinations on October 9, 2012 and November 7, 2012, respectively, with the anti-dumping order and countervailing order issued on December 7, 2012. From that date forward, we would be subject to an anti-dumping duty at the rate of 25.96% and a countervailing duty at the rate of 15.24% for our solar cells produced in China that are imported, including as part of modules or panels, into the United States. The determinations trigger deposit requirements at the final rates on imports into the United States, which could be substantial, as to our affiliated U.S. import operations and increase our cost of selling into the United States and thus could adversely impact our export sales to the United States. PRC respondent companies are entitled to an opportunity to contest the determinations in the relevant U.S. court, but it is unclear whether they will do so and what the outcome might be. If the determinations are not contested or contested unsuccessfully, duties are applied retroactively on imports entered into the United States from the time of the preliminary determinations, which will materially and adversely affect our current and future sales in the United States.

On December 12, 2011, SolarMax filed a complaint in the Superior Court of the State of California County of Los Angeles against us and our subsidiaries.  The complaint alleged a breach of contract and intentional misrepresentation in connection with solar modules purchased by SolarMax from us and sought compensatory and actual damages in excess of $20 million, punitive damages and attorneys’ fees and costs.  China Sunergy (US) Clean Tech Inc. was served with a summons and complaint in January 2012. In February 2012, we filed a motion to compel arbitration through the China International Economic and Trade Arbitration Commission as required by the contract terms. On March 28, 2012, the parties entered into an agreement whereby plaintiff would voluntarily dismiss the complaint without prejudice in exchange for a mutual waiver of attorney fees and costs. On April 4, 2012, the request for dismissal was entered and the case has now been dismissed.

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In November 2011, we filed a complaint with the Intermediate People's Court of Nanjing against Wuxi Jiacheng. The complaint alleged a breach of contract by Yuhui Solar, which was acquired by Wuxi Jiacheng prior to filing of this complaint, due to failure to provide us with solar modules as agreed following our payment of the advance, and sought repayment of such advance and liquidated damages. Wuxi Jiacheng filed a counter-claim alleging a breach of contract by us and seeking damages. In June 2012, the Intermediate People's Court of Nanjing ruled, among other things, that (1) Wuxi Jiacheng shall repay us the advance of approximately $803,000 together with accrued interests, and pay us the damages of approximately $1.8 million; and (2) we shall pay Wuxi Jiacheng of approximately $41,900 together with the liquidated damages. Both parties filed appeals with the People's High Court of Jiangsu Province in June 2012. On 20 December, 2012, the People's High Court of Jiangsu Province denied the appeals and sustained the original judgment. As of December 31, 2013, a compensation of approximately $1.8 million has been paid to us by Wuxi Jiacheng.

In August 2012, Jiangsu Shunda Semi-conductor Co., Ltd, or Jiangsu Shunda, filed a complaint with the People's Court of Jiangning District of Nanjing against us. The complaint alleged a breach of contract by us due to failure to fulfill our payment obligations of approximately $0.5 million. In October 2012, we raised a dissent of jurisdiction to challenge the jurisdiction of the People's Court of Jiangning District of Nanjing over the case. In the ruling made on 29 October, 2012, the court rejected our dissent of jurisdiction. In November 2012, we appealed this order to the Intermediate People’s Court of Nanjing. On 29 January, 2013, the Intermediate People’s Court of Nanjing rejected the appeal made by us, and sustained the original ruling made by the People’s Court of Jiangning District of Nanjing. In May 2013, the People’s Court of Jiangning District of Nanjing dismissed the claim made by Jiangsu Shunda. In August 2013, Jiangsu Shunda filed appeals with the Intermediate People’s Court of Nanjing, which was withdrawn by Jiangsu Shunda thereafter. In January 2014, Jiangsu Shunda applied for the retrial of this case. As of the date of this annual report, the retrial decision is still pending.

In January 2013, we filed a complaint with the People's Court of Jiangning District of Nanjing against Jiangsu Aide Solar Technology Co., Ltd., or Aide Solar. Aide Solar failed to provide the modules with the quality as agreed under the supply agreement entered into with us in 2009. Aide Solar agreed to refund us approximately $1.0 million upon return of the modules in question by us pursuant to a settlement agreement entered into between Aide Solar and us in 2010. However, Aide Solar failed to fully refund us as agreed, and we filed this lawsuit seeking the outstanding payment from Aide Solar. On January 29, 2013, the People's Court of Jiangning District of Nanjing ruled in favor of our request of property preservation against Aide Solar before the trial. In later 2013, Aide Solar paid approximately $354,000 to us to settle such claim.

In March 2013, we filed an application for arbitration with Shanghai International Arbitration Center, or SHIAC, in connection with the failure of Lumos, LLC to perform in full its payment obligations under the solar modules sales agreement entered into with us. We claimed that Lumos, LLC should pay us, among other things, outstanding amount, overdue interests, and legal expenses in a total amount of approximately RMB 10.5 million (USD 1.7 million). As of the date of this annual report, SHIAC has held two hearings but has not issued the award. 

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In March 2013, we filed an application for arbitration with SHIAC, in connection with the failure of Sunvalley Solar, Inc. to fully fulfill its payment as agreed under the sales agreements entered into with us. We claimed that Sunvalley Solar, Inc. should pay us, among other things, the outstanding amount, interest loss, and legal expenses in a total amount of approximately USD 1.3 million. In December 2013, SHIAC ruled that Sunvalley Solar, Inc. should pay us the outstanding amount under the sales agreements plus the overdue interests in an amount of approximately USD 1.2 million, and compensate us the foreign exchange loss, legal expenses and arbitration expenses, in an amount of approximately USD 0.1 million.

In May 2013, Wuxi Sveck Technology Co., Ltd, or Wuxi Sveck, filed two complaints with the People's Court of Songjiang District of Shanghai and the People's Court of Wuxi High and New Technology Development Zone, respectively, against us. Both of the complaints alleged breaches of contracts by us due to our failure to fulfill the payment obligations of approximately $1.4 million and $624,000, respectively. In January 2014, in order to settle such claims, we agreed to pay approximately $1.8 million to Wuxi Sveck.

In January 2014, we filed a complaint with the People's Court of Jiangning District of Nanjing against Jiangsu Nantong No.2 Construction Engineering (Group) Co., Ltd., or Nantong Engineering. The complaint alleged, among others, breach of contract by Nantong Engineering due to its failure to comply with the construction schedule as agreed. We claimed, among others, (1) the liquidated damages of approximately $196,000; and (2) refund of our extra payment of approximately $408,000. As of the date of this annual report, the court has not issued the judgment on the merits.

On September 6, 2012 and November 8, 2012, respectively, the European Commission announced the initiation of an anti-dumping investigation and an anti-subsidy investigation concerning imports into the European Union of crystalline silicon PV modules and key components originating in China. Further, on March 6, 2013, the European Commission also moved to require registration of imports of silicon PV modules and key components into the European Union from China. On June 6, 2013, the European Union imposed provisional anti-dumping duties on Chinese solar panels at the starting rate of 11.8% until August 5, 2013, and followed by an increased rate averaging 47.6%. On July 27, 2013, the European Union and Chinese trade negotiators announced that a price undertaking has been reached pursuant to which Chinese manufacturers, including us, would limit their exports of solar panels to the European Union and for no less than a minimum price, in exchange for the European Union’s agreeing to forgo the imposition of anti-dumping duties on these solar panels from China. The China Chamber of Commerce for Import and Export of Machinery and Electronic Products, or CCCME, is responsible for allocating the quota among these exporters, and we have been allocated a portion of the quota. The offer was approved by the European Commission on August 2, 2013. Solar panels imported exceeding the annual quota will be subject to anti-dumping duties. On December 5, 2013, the European Council announced its final decision imposing definitive antidumping and anti-subsidy duties on imports of crystalline silicon PV cells and modules originating from or consigned from China. An average duty of 47.7%, consisting of the anti-dumping and anti-subsidy duties, will be applied for a period of two years beginning on December 6, 2013 to Chinese solar panel exporters who cooperated with the European Commission’s investigations. We are subject to anti dumping duty at a rate of 41.3% and anti subsidies at a rate of 6.4%. On the same day, the European Commission announced its decision to confirm the acceptance of the price undertaking offered by Chinese export producers in connection with the anti-dumping proceeding and to extend the price undertaking to the anti-subsidy proceeding, which will exempt them from both anti-dumping and anti-subsidy duties. As we have been in full compliance with the price undertaking since its provisional application at the beginning of August 2013, we are exempt from the European Union’s recently announced anti-dumping and anti-subsidy duties. 

In 2011, we entered into a series of contracts with Ecoware, under which, among other things, we agreed to supply solar modules to Ecoware, engage Ecoware to construct several solar power projects for us and purchase from Ecoware all equity interest in a company holding interests in several solar projects. As of the date of this annual report, we have trade receivable and down payments of approximately Euro 22.5 million (approximately $30.6 million) due from Ecoware under these contracts. Ecoware’s parent company, Aión Renewables S.p.A., or Aión, agreed to guarantee Ecoware’s performance under many of these contracts. In December 2012, we brought an action before the Court of Milan asking the court to order Ecoware and Aión (as guarantor of Ecoware’s obligations) to repay certain supply of solar modules for an amount of approximately Euro 17.7 million, interests included. The court’s judgment is pending as of the date of this annual report. Ecoware and Aión have been declared bankrupt by Italian courts on March 28, 2013 and March 15, 2013, respectively. Should Ecoware or Aión decide not to challenge the decisions, the receiver will have sixty days from the publication of the decision to prepare a report for the judge detailing, among other things, the causes and circumstances of the bankruptcy and the diligence of the bankrupt in the exercise of its activities. After the quantification of the indebtedness status is validated by the judge, the receiver will have four months to prepare a plan stating how and in which percentage all the debtor’s assets will be distributed among the creditors. The plan will then be examined by the creditors and validated by the judge. The receiver will have to update his plan every four months, listing the available amounts and preparing a project of distribution of such amounts. As of the date of this annual report, Ecoware is still in the process of liquidation.

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Other than as described above, we are currently not a party to any material legal or administrative proceedings, and we are not aware of threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

Dividend Policy

We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to execute our business plan.

We are a holding company incorporated in the Cayman Islands. We rely on dividends paid by our direct and indirect subsidiaries, Sunergy BVI, Sunergy Hong Kong and Sunergy Nanjing, for our cash needs, including the payment of dividends to the holders of our ADSs and debt service on any debt we may incur through our Cayman holding company. The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. Sunergy Nanjing is also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Sunergy Nanjing is also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds, which may not be distributed to equity owners. In addition, if Sunergy Nanjing or Sunergy BVI incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable under. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

B. Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

Item 9. The Offer and Listing

A. Offering and Listing Details.

Our ADSs have been listed on the Nasdaq Global Market since May 17, 2007. Our ADSs currently trade on the Nasdaq Global Select Market under the symbol “CSUN.” Prior to December 21, 2011, one ADS represented six ordinary shares. On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six ordinary shares to one ADS representing 18 ordinary shares. The ratio change has the same effect as a one-for-three ADS consolidation.

The following table provides the high and low closing prices for our ADSs on the Nasdaq Global Select Market for (1) the years of 2009, 2010, 2011 and 2012, (2) each of the four quarters of 2012 and 2013 and (3) each of the past six months. For ease of comparison, the ADS prices before December 21, 2011 have been retroactively adjusted to reflect the ADS to ordinary share ratio change that took effect on December 21, 2011.

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	Trading Price
	High		Low
	$		$
Annual High and Low
2009		18.24		4.14
2010		16.56		10.32
2011		14.40		1.09
2012		3.05		1.04
2013		9.49		1.29
Quarterly High and Low
First Quarter 2012		3.05		1.23
Second Quarter 2012		2.36		1.10
Third Quarter 2012		2.22		1.08
Fourth Quarter 2012		1.65		1.04
First Quarter 2013		1.83		1.30
Second Quarter 2013		2.52		1.29
Third Quarter 2013		6.01		1.95
Fourth Quarter 2013		9.49		4.96
First Quarter 2014		7.17		4.19
Monthly Highs and Lows
October 2013		8.09		4.96
November 2013		9.49		5.84
December 2013		6.87		5.13
January 2014		7.17		5.43
February 2014		6.16		4.82
March 2014		6.27		4.19
April 2014(through April 28, 2014)		5.26		3.38

B. Plan of Distribution

Not applicable.

C. Markets

Our ADSs have been listed on the Nasdaq Global Market since May 17, 2007. Our ADSs currently trade on the Nasdaq Global Select Market under the symbol “CSUN.” Prior to December 21, 2011, one ADS represented six ordinary shares. On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six ordinary shares to one ADS representing 18 ordinary shares. The ratio change has the same effect as a one-for-three ADS consolidation.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

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B. Memorandum and Articles of Association

We incorporate by reference into this annual report the description of our amended and restated memorandum of association contained in our F-1 registration statement (File No. 333-142367) originally filed with the SEC on April 25, 2007, as amended. Our shareholders adopted our amended and restated memorandum and articles of association by a special resolution on April 24, 2007. On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six shares to one ADS representing 18 shares. The ratio change has the same effect as a one-for-three ADS consolidation.

The following are summaries of material provisions of our currently effective amended and restated memorandum and articles of association, as well as the Companies Law of the Cayman Islands, Cap 22 (Law 3 of 1961, as consolidated and revised), or Companies Law insofar as they relate to the material terms of our ordinary shares.

Registered Office and Objects

The Registered Office of our company is at the offices of the offices of Codan Trust Company (Cayman) Limited, Cricket Square, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The objects for which our company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Companies Law, as amended from time to time, or any other law of the Cayman Islands.

Board of Directors

See “Item 6.C. Board Practices — Board of Directors”

Ordinary Shares

General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law.

Voting Rights. Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded or required by the rules of the designated stock exchange as described in our amended and restate articles of association. A poll may be demanded by (a) the chairman of the meeting, (b) at least three shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorized representative or by proxy for the time being entitled to vote at the meeting, (c) any shareholder or shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting, (d) a shareholder or shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right or (e) if required by the rules of the designated stock exchange, by any director or directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at such meeting.

A quorum required for a meeting of shareholders consists of at least two shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative representing not less than one-third of the total issued voting shares. Shareholders’ meetings are held annually and may be convened by our board of directors on its own initiative. Advance notice of at least ten clear days is required for the convening of our annual general meeting and other shareholders’ meetings.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the ordinary shares. A special resolution is required for important matters such as a change of name or an amendment to our memorandum or articles of association. Holders of the ordinary shares may effect certain changes by ordinary resolution, including increase the amount of our authorized share capital, consolidate and divide all or any of our share capital into shares of larger or smaller amount than our existing share capital, and cancel any unissued shares.

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Transfer of Shares. Subject to the restrictions of our amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or a form prescribed by the designated stock exchange or any other form approved by our board.

Our board of directors may, in its absolute discretion, refuse to register any transfer of any ordinary share which is not fully paid up, or any share issued under any share incentive scheme for employees upon when a restriction on transfer imposed thereby still subsists. Our directors may also refuse to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of ordinary shares; (c) the instrument of transfer is properly stamped, if required; (d) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or (e) a fee of such maximum sum as the Nasdaq Global Select Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on prior notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Shares. Subject to the provisions of the Companies Law, the rules of the designated stock exchange, our amended and restated memorandum and articles of association and to any special rights conferred on the holders of any shares or class of shares, we may issue shares on terms that they are subject to redemption at our option or at the option of the holders, on such terms and in such manner as may be determined by our board of directors.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law and our amended and restated memorandum and articles of association, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Inspection of Register of Members. Pursuant to our amended and restated articles of association, our register of members and branch register of members shall be open for inspection by shareholders for such times and on such days as our board of directors shall determine, without charge, or by any other person upon a maximum payment of $2.50 or such other sum specified by the board, at the registered office or such other place at which the register is kept in accordance with the Companies Law or, upon a maximum payment of $1.00 or such other sum specified by the board, at our registration office, unless the register is closed in accordance with our amended and restated articles of association.

Inspection of Books and Records. No holders of our ordinary shares (other than a director) shall have any right of inspecting any of our accounts, books or documents except as conferred by the Companies Law or authorized by the directors or by us in general meeting. However, we will make this annual report, which contains our audited financial statements, available to shareholders and ADS holders. See “Item 10.H. Documents on Display.”

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C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4, “Information on the Company” or elsewhere in this annual report on Form 20-F.

D. Exchange Controls

China’s government imposes control over the convertibility of RMB into foreign currencies. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates announced by the People’s Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. On April 16, 2012, the People’s Bank of China enlarged the RMB’s trading prices against the U.S. dollar in the inter-bank spot foreign exchange market from 0.5% to 1% around the middle rate released by the China Foreign Exchange Trade System each day. This change in policy has resulted in an approximately 35.7% appreciation of the RMB against the U.S. dollar between July 21, 2005 and December 31, 2013. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.

Pursuant to the Foreign Exchange Administration Regulations issued by the State Council on January 29, 1996, and effective as of April 1, 1996 (and amended on January 14, 1997 and August 5, 2008, respectively) and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange which came into effect on July 1, 1996, or the Rules, conversion of RMB into foreign exchange by foreign investment enterprises for current account items, including the distribution of dividends and profits to foreign investors of joint ventures, is permissible. Foreign investment enterprises are permitted to remit foreign exchange from their foreign exchange bank account in China on the basis of, inter alia, the terms of the relevant joint venture contracts and the board resolutions declaring the distribution of the dividend and payment of profits. The State Council amended the Foreign Exchange Administration Rules on January 14, 1997 and August 5, 2008, respectively, providing that, among other things, an important provision, as Article 5 provides that the State shall not impose restrictions on recurring international current account payments and transfers. Renminbi can be freely converted into foreign currencies for international payment under current accounts unless Chinese laws and regulations require obtaining prior approval from SAFE. However, for the international income under capital accounts, the conversion of foreign currencies into Renminbi is still subject to the prior approval of SAFE.

Under the Rules, foreign investment enterprises are required to open and maintain separate foreign exchange accounts for capital account items (but not for other items). In addition, foreign investment enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business upon the production of valid commercial documents and, in the case of certain capital account item transactions, document approval from SAFE.

Currently, foreign investment enterprises are required to apply to SAFE for “foreign exchange registration certificates for foreign investment enterprises” (which are granted to foreign investment enterprises, upon fulfilling specified conditions and which are subject to inspection by SAFE on an annual basis). With such foreign exchange registration certificates and required underlying transaction documents, or with approval documents from the SAFE if the transactions are under capital account (which are obtained on a transaction-by-transaction basis), foreign-invested enterprises may enter into foreign exchange transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange for their needs.

E. Taxation

The following summary of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report on Form 20-F, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local, and other tax laws not addressed herein.

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Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

We have received an undertaking from the Governor in Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from August 22, 2006, no law which is enacted thereafter in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of us or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to its members or a payment of principal or interest or other sums due under a debenture or other obligation of us.

People’s Republic of China Taxation

Pursuant to the EIT Law and the EIT Law Implementing Rules, both of which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered as non-PRC resident enterprises without any establishment or place of business within China or if the dividends payable have no connection with the establishment or place of business of the foreign investors within China, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. The Cayman Islands, where we are incorporated, does not have such a tax treaty with China. Sunergy Hong Kong, our wholly owned subsidiary and the direct holder of 100% equity interest in Sunergy Nanjing, is incorporated in Hong Kong. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between China and Hong Kong, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor is deemed as the beneficial owner of the dividend by PRC tax authorities and owns directly at least 25% of the shares of the foreign-invested enterprise). If Sunergy Hong Kong is deemed as the beneficial owner of the dividend by PRC tax authorities and regarded as a non-PRC resident enterprise, it would be subject to a 5% withholding tax for any dividends payable to it from Sunergy Nanjing, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and debt service on any debt we may incur through our Cayman holding company, could be materially reduced.

The EIT Law and the EIT Law Implementation Rules provides that enterprises established under the laws of foreign countries or regions whose "de facto management bodies" are located within the PRC are considered PRC resident enterprises and will be subject to the PRC Enterprise Income Tax at the rate of 25% on their worldwide income. Under the Implementation Rules of the EIT Law, a "de facto management body" is defined as a body that has material and overall management and control over manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise. Although it is still unclear whether we will be considered a PRC resident enterprise under the EIT Law, we currently believe and take the position we are not a PRC resident enterprise.

Under the EIT Law and the EIT Law Implementation Rules, if we and Sunergy Hong Kong were regarded as PRC resident enterprises, the dividends payable to us from Sunergy Nanjing would be exempt from the PRC enterprise income tax. If Sunergy Hong Kong is regarded as a non-PRC resident enterprise and the beneficial owner of the dividend, and therefore would be subject to a 5% withholding tax for any dividends payable to it from Sunergy Nanjing, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and debt service on any debt we may incur through our Cayman holding company, could be materially reduced.

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According to the Beneficial Owner Recognition Circular, a corporate resident of a contracting state will not be entitled to the lower withholding tax rate under a tax treaty if it is considered a "conduit company" which is set up merely for the purpose of avoiding or reducing tax or transferring or accumulating profits, as opposed to a beneficial owner who owns and controls an item of income, or the right or property from which that item of income is derived, and is normally engaged in substantive business activities such as manufacturing, sales and management. Therefore, if Sunergy Hong Kong were not considered to be the beneficial owner of Sunergy Nanjing as the case may be, under the terms of the Beneficial Owner Recognition Circular, we may not be able to enjoy the applicable tax treaty benefits between the PRC and Hong Kong, and any dividends paid by Sunergy Nanjing to Sunergy Hong Kong may incur a higher withholding tax rate of 10%. In addition, if we are regarded as a PRC resident enterprise under the EIT Law, any dividends to be distributed by us to our non-PRC shareholders or holders of ADSs will be subject to a withholding tax. Unless there are further rules announced by the Chinese tax authorities, we may be required under the EIT Law to withhold PRC income tax on our dividends payable to our non-PRC shareholders or holders of ADSs, or any gain realized by our non-PRC shareholders or holders of ADSs from transfer of the shares or ADSs.

United States Federal Income Taxation

The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) under current law of an investment in our ADSs or ordinary shares. This discussion applies only to U.S. Holders that hold the ADSs or ordinary shares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional currency. This discussion is based on the tax laws of the United States as in effect on the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

· banks and other financial institutions;

· insurance companies;

· broker-dealers;

· traders that elect to use a mark-to-market method of accounting;

· tax-exempt entities;

· persons liable for alternative minimum tax;

· U.S. expatriates;

· regulated investment companies or real estate investment trusts;

· persons holding an ADS or ordinary share as part of a straddle, hedging, conversion or integrated transaction;

· persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee stock options or otherwise as compensation;

· persons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock;

· partnerships or other pass-through entities, or persons holding ADSs or ordinary shares through such entities; or

· individuals, trusts and estates liable for the “Medicare tax” under Section 1411 of the Code.

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES.

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The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of our ADSs or ordinary shares and you are, for U.S. federal income tax purposes:

· an individual who is a citizen or resident of the United States;

· a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

· an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are a partner in a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) that holds our ADSs or ordinary shares, your tax treatment will generally depend on your status and the activities of the partnership.

The discussion below assumes the representations contained in the deposit agreement are true and the obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with their terms. If you beneficially own our ADSs, you should be treated as the beneficial owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes.

The U.S. Treasury Department has expressed concerns that U.S. Holders of ADSs may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS has taken actions inconsistent with the ownership of the underlying security by the person claiming the credit. Such actions may also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate U.S. holders of ADSs, including individual U.S. Holders (discussed below). Accordingly, the availability of foreign tax credits or the reduced tax rate for dividends received by certain non-corporate U.S. Holders, including individual U.S. Holders, could be affected by actions taken by the U.S. Treasury Department or the depositary.

Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of any distributions we make to you with respect to our ADSs or ordinary shares (including the amount of any taxes withheld therefrom) will generally be included in your gross income as dividend income on the date of actual or constructive receipt by the depositary, in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and then, to the extent such excess amount exceeds your tax basis, as capital gain. We currently do not, and we do not intend to, calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. Any dividends we pay will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

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With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, dividends will be “qualified dividend income” that is taxed at the lower applicable capital gains rate, provided certain conditions are satisfied, including (1) our ADSs or ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are neither a passive foreign investment company nor treated as such with respect to you for our taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period requirements are met. U.S. Treasury Department guidance indicates that common or ordinary shares, or ADSs representing such shares, are considered for the purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Global Select Market, as are our ADSs (but not our ordinary shares). There can be no assurance that our ADSs will be considered readily tradable on an established securities market at all times. Based on existing guidance, it is not clear whether dividends you receive with respect to the ordinary shares will be taxed as qualified dividend income, because the ordinary shares are not themselves listed on a U.S. exchange. If we are deemed to be a “resident enterprise” under PRC tax law (see Item 10, “Additional Information—Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the United States and the PRC. As discussed above (see Item 10 “Additional Information—Taxation—People’s Republic of China Taxation”), we currently believe and take the position we are not a “resident enterprise” under PRC tax law. You should consult your tax advisors regarding the availability of the lower capital gains rate applicable to qualified dividend income for any dividends paid with respect to the ADSs or ordinary shares and any possible change in law relating to the availability of such lower rate for dividends paid by us.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends distributed by us with respect to our ADSs or ordinary shares will be “passive category income” or, in the case of certain U.S. Holders, “general category income.” In addition, if PRC withholding taxes apply to dividends paid to you with respect to the ADSs or ordinary shares (see Item 10, “Additional Information—Taxation—People’s Republic of China Taxation”), subject to certain conditions and limitations, such PRC withholding taxes may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances.

Taxation of Disposition of the ADSs or Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized (in U.S. dollars) for the ADS or ordinary share and your tax basis (in U.S. dollars) in the ADS or ordinary share. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the ADS or ordinary share for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations.

You are urged to consult your tax advisor regarding the tax consequences to you if PRC tax is imposed on gain on a disposition of your common shares or ADSs (see Item 10, “Additional Information—Taxation—People’s Republic of China Taxation”), including any availability of a United States foreign tax credit in respect of such PRC tax in your particular circumstances.

Passive Foreign Investment Company

Based on the estimated value of our assets and the composition of our income and assets, we do not believe we were a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ended December 31, 2013. However, we cannot assure you we were not a PFIC for 2013 and cannot assure you that we will not be a PFIC for 2014 or thereafter. A non-U.S. corporation will be a PFIC for any taxable year if either:

· at least 75% of its gross income for such year is passive income; or

· at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”).

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For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

A separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the asset test will generally be determined by reference to the market price of our ADSs or ordinary shares, fluctuations in the market price of the ADSs or ordinary shares may cause us to become a PFIC.

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, we will generally continue to be treated as a PFIC with respect to you for all succeeding years during which you hold the ADSs or ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the ADSs or ordinary shares, as applicable. If such election is made, you will be deemed to have sold the ADSs or ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, your ADSs or ordinary shares with respect to which such election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.

For each taxable year we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” you receive and any gain you recognize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:

· the excess distribution or recognized gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

· the amount allocated to the current taxable year, and any taxable years in your holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

· the amount allocated to each other year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) from a sale or other disposition of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets.

If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make direct or indirect equity investments in other entities that are PFICs, you will be deemed to own shares in such lower-tier PFICs directly or indirectly owned by us in the proportion that the value of the ADSs or ordinary shares you own bears to the value of all of our ADSs and ordinary shares, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you would be deemed to own. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

A U.S. Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election for such stock to elect out of the PFIC rules described above regarding excess distributions and recognized gains. If you make a mark-to-market election for our ADSs or ordinary shares, you will include in income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares you hold as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as any gain from the actual sale or other disposition of the ADSs or ordinary shares, will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss from the actual sale or other disposition of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, any distributions we make would generally be subject to the tax rules discussed above under “—Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares”, except the lower capital gains rate applicable to qualified dividend income generally would not apply.

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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in greater than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. Our ADSs are listed on the Nasdaq Select Global Market, which is a qualified exchange or other market for these purposes. Consequently, if the ADSs continue to be listed on the Nasdaq Global Select Market and are regularly traded, and you are a holder of ADSs, we expect the mark-to-market election would be available to you if we become a PFIC. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs that we own, a U.S. Holder may continue to be subject to the PFIC rules described above regarding excess distributions and recognized gains with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

Alternatively, a U.S. Holder of stock of a PFIC may make a “qualified electing fund” election with respect to such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. A U.S. Holder that makes a valid qualified electing fund election with respect to a PFIC will generally include in income for a taxable year such holder’s pro rata share of the corporation’s income for the taxable year. However, a qualified electing fund election is available only if the PFIC provides such U.S. Holder with certain tax information as required under applicable U.S. Treasury regulations. We do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.

You will be required to file an annual report on Internal Revenue Service Form 8621 (and any other applicable forms and reports) if we are a PFIC while you hold our ADSs or ordinary shares. You should consult your tax advisors regarding the application of the PFIC rules to your investment in our ADSs or ordinary shares and the reporting requirements that may apply to you.

Information Reporting and Backup Withholding

Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or other disposition of ADSs or ordinary shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding, unless the conditions of an applicable exception are satisfied. Backup withholding will not apply to a U.S. Holder that furnishes a correct taxpayer identification number and makes any other required certification on Internal Revenue Service Form W-9 or that is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information in a timely manner.

Additional reporting requirements

Individuals who own “specified foreign financial assets” with an aggregate value in excess of $50,000 are required by Section 6038D of the Code to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. Holders who are individuals are urged to consult their tax advisors regarding the application of reporting rules to their ownership of our ADSs or common shares.

F. Dividends and Paying Agents

Not Applicable.

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G. Statement by Experts

Not Applicable.

H. Documents on Display

We previously filed with the SEC our registration statement on Form F-1 (Registration No. 333-144282, as amended) and the prospectus under the Securities Act of 1933, with respect to our ordinary shares. We have also filed with the SEC a related registration statement on F-6 (Registration No. 333-142574) to register the ADSs. We also filed with the SEC a registration statement on Form S-8 (File Number 333 -148125, as amended) with respect to our securities to be issued under our First Plan.

We are currently subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than: (1) within six months after the end of each fiscal year, which is December 31, for fiscal years ending before December 15, 2012; and (2) within four months after the end of each fiscal year for fiscal years ending on or after December 15, 2012. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also obtain additional information over the Internet at the SEC’s website at www.sec.gov.

Our financial statements have been prepared in accordance with U.S. GAAP.

We will furnish our shareholders with annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP.

In accordance with Nasdaq Stock Market Marketplace Rules 5250(b), we will post this annual report on Form 20-F on our website at http://www.csun-solar.com.

I. Subsidiary Information

For a listing of our subsidiaries, see Item 4, “Information on the Company—Organizational Structure.”

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Inflation

Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the consumer price index in China increased by 3.9%, 1.8%, 1.5%, 4.8% and 5.9% in 2004, 2005, 2006, 2007 and 2008, respectively, decreased slightly by 0.7% in 2009, and increased by 5.4%, 2.6% and 2.6% in 2011, 2012 and 2013, respectively.

Foreign Exchange Risk

A major portion of our sales are denominated in Euros and U.S. dollars, with the remainder in Renminbi. A substantial portion of our costs and expenses have been denominated in Renminbi and U.S. dollars, with the remainder in Euros. Therefore, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates, particularly among the U.S. dollar, Renminbi and Euro, affect our gross and net profit margins and could result in foreign exchange and operating losses.

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. As of December 31, 2013, we had a Renminbi denominated cash balance of RMB1,275 million, a U.S. dollar denominated cash balance of $29 million, and a Euro denominated cash balance of €7 million. Assuming we had converted the Renminbi denominated cash balance of RMB1,275 million as of December 31, 2013 into U.S. dollar at the exchange rate of RMB 6.0537 for $1.00 as of December 31, 2013, this cash balance would have been $211 million. Assuming a further 1% appreciation of the U.S. dollar against the Renminbi, this cash balance would have decreased to $209 million as of December 31, 2013. Therefore, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, any appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

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We are also subject to foreign currency translation risk. Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is Renminbi. We translate monetary assets and liabilities denominated in other currencies into Renminbi at the rates of exchange in effect at each balance sheet date. Depending on movements in foreign exchange rates, the foreign currency translation may have an adverse impact on our consolidated financial statements. We recorded these exchange gains and losses in the statements of operations. We recorded net foreign currency losses of $10.6 million in 2011, net foreign currency gain of $0.4 million and $1.4 million in 2012 and 2013, respectively.

Starting from 2008, we entered into a series of foreign currency forward contracts with certain banks to hedge our exposure to foreign currency exchange risk. As of December 31, 2013, we had foreign currency forward contracts with a total contract value of nil. As with all hedging instruments, there are risks associated with the use of foreign currency forward contracts. While the use of such foreign currency forward contracts provides us with protection from certain fluctuations in foreign currency exchange, we potentially forgo the benefits that might result from favorable fluctuations in foreign currency exchange. In addition, any default by the counterparties to these transactions could adversely affect our financial condition and results of operations.

Counterparty Risk

Outstanding financial derivative instruments expose us to credit loss in the event of non-performance by the counterparties to the agreements. On a periodic basis, we review the credit ratings of our counterparties and adjust our exposure as deemed appropriate. The counterparty risk has been considered in the fair value measurement of derivative instruments.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to interest expenses incurred by our short-term and long-term borrowings, as well as interest income generated by excess cash invested in demand deposits with original maturities of three months or less. Such interest-earning instruments carry a degree of interest rate risk. We have not used any derivative financial instruments to manage our interest rate risk exposure. As of December 31, 2013, we had total short-term bank borrowings and current portion of long-term bank borrowings amounting to $340.3 million and total long-term bank borrowings amounting to $266.0 million. The average interest of our bank borrowings due within one year and long-term borrowings was 7.01% and 4.74%, respectively. Based on our bank borrowings as of December 31, 2013, a 1% increase in average interest rate of short-term and long-term loan would result in approximately a $3.3 million increase in our interest expense on an annual basis. Our future interest expense may increase due to changes in market interest rates.

Item 12. Description of Securities Other than Equity Securities

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

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Fees and Charges Payable by ADS Holders

According to the deposit agreement and amendments thereto between us and the depositary, JPMorgan Chase Bank N.A., our ADR holders may have to pay the following fees and charges to JPMorgan Chase Bank N.A. in connection with ownership of the ADR:

Category	Depositary actions	Associated fee
(a) Depositing or substituting the underlying shares	Each person to whom ADSs are issued against deposits of shares, including deposits and issuances in respect of: ·     Share distributions, stock dividend, stock split, merger ·     Exchange of securities or any other transaction or event affecting the ADSs or the deposited securities	$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs issued
(b) Receiving or distributing dividends	Distribution of cash dividends	$0.05 or less per ADS
(c) Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities	Up to $5.00 for each 100 ADSs (or portion thereof)
(d) Withdrawing an underlying security	Acceptance of ADRs surrendered for withdrawal of deposited securities	$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered
(e) Transferring, splitting or grouping receipts	Transfers of depositary receipts	$1.50 per ADS
(f) General depositary services, particularly those charged on an annual basis	Services performed by the depositary in administering the ADRs	$0.05 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the depositary by billing ADR Holders or by deducting such charge from one or more cash dividends or other cash distributions
(g) Expenses of the Depositary	Expenses incurred on behalf of ADR Holders in connection with: ·     Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment ·     The depositary's or its custodian’s compliance with applicable law, rule or regulation ·     Stock transfer or other taxes and other governmental charges ·     Cable, telex and facsimile transmission and delivery charges ·     fees for the transfer or registration of deposited securities in connection with the deposit or withdrawal of deposited securities ·     Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency)	Expenses payable at the sole discretion of the depositary by billing ADR Holders or by deducting such charges from one or more cash dividends or other cash distributions

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We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

Fees and Payments from the Depositary to Us

The depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and stock exchange application and listing fees. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. In 2013, we did not receive any payments from the depository or any reimbursement relating to the ADS facility.

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II. PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.             Material Modifications to the Rights of Security Holders and Use of Proceeds

On December 21, 2011, we effected a change of the ADS to ordinary share ratio from one ADS representing six ordinary shares to one ADS representing 18 ordinary shares. The ratio change has the same effect as a one-for-three ADS consolidation.

The following “Use of Proceeds” information relates to:

· the registration statement on Form F-1 (File number: 333-142367), or the IPO Registration Statement for our initial public offering of 9,775,000 American depositary shares, which IPO Registration Statement was declared effective by the SEC on May 16, 2007; and

· the registration statement on Form F-3 (File number: 333-151518), or the Shelf Registration Statement for our registration of convertible senior notes, which Shelf Registration Statement was declared effective by the SEC on June 19, 2008.

We received net proceeds after expenses of approximately $95.9 million from our initial public offering and net proceeds of approximately $50.2 million from the sale of our convertible senior notes.

The net proceeds from our public offering on NASDAQ were allocated as follows:

· approximately $71 million for purchasing raw materials and other working capital requirements; and

· approximately $20 million for modifying our existing solar cell manufacturing lines and expanding our solar cell manufacturing facilities.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Cowen and Company, LLC and Jefferies & Company, Inc. served as the underwriters for our initial public offering.

We used the net proceeds from the sale of our convertible senior notes as follows:

· approximately $30 million for expansion of production capacity;

· approximately $10 million for enhancement of research and development; and

· the reminder for development, and general corporate purposes

Credit Suisse Securities (USA) LLC served as the initial purchaser for the sale of our convertible senior notes.

As of December 31, 2013, our cash and cash equivalents amounted to $54.3 million, comprised of cash on hand and demand deposits.

See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.

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Item 15. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based on such evaluation, our management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the year ended December 31, 2013, our management identified the following two material weaknesses in our internal control over financial reporting.

1. Due to a high turnover in our financial reporting staff in 2013, including the departure of our financial controller and general accountant, we did not have sufficient qualified financial reporting and accounting personnel equipped with appropriate U.S. GAAP and SEC reporting and disclosure knowledge or experience.

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2. During 2013, a number of non-trade interest-free advances were made to a related party, CEEG (Nanjing) Semiconductor Co., Ltd., an entity controlled by our chairman, without receipt of proper approvals from our chief executive officer and audit committee. For additional information concerning the advances, including their repayment, please see “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions-Transactions with Certain Directors, Shareholders and Affiliates” in this annual report. A special committee of our board of directors consisting only of independent directors was established to conduct an independent investigation of this material weakness with the assistance of external counsel. The special committee concluded that the advances were provided during a period of pressure on us and CEEG concerning bank financing and maintenance of credit and liquidity with a view to addressing liquidity and credit conditions of CEEG and, in turn, to preserve our credit and liquidity, because CEEG provided various guarantees in favor of us.

As of the date of this annual report, we are still in the process of addressing the material weaknesses identified above by the taking following remedial actions:

1. Our management, after interviewing a number of candidates, hired a replacement financial controller with appropriate U.S. GAAP knowledge and experience, who joined us on April 21, 2014.

2. Key staff members of our financial accounting and reporting team have attended and will continue to attend periodic training on relevant U.S. GAAP and SEC reporting requirements update provided by our auditor.

3. We established in our office automation system a function requiring our management’s prior approval for and our audit committee’s review of any transfer to related parties to prevent unauthorized cash disbursements.

4. We updated and published our related party transaction policies and procedures to include the requirement that, among other things, the legal department’s or the audit committee’s prior approval will be required, depending on the threshold amount, for cash transfers to related parties.

Based on our assessment, and because of the material weaknesses described above, we have concluded that our internal control over financial reporting was not effective at December 31, 2013.

Attestation Report of the Independent Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting, as we are a non-accelerated filer exempted from section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal Control over Financial Reporting

As disclosed in the above Management’s Annual Report on Internal Control Over Financial Reporting, in 2013, we have identified material weaknesses in our internal control over financial reporting including not having sufficient qualified financial reporting and accounting personnel equipped with appropriate U.S. GAAP and SEC reporting and disclosure knowledge or experience after the departure of our financial controller and general accountant, as well as other financial reporting staff members.

Other than as described in the above Management’s Annual Report on Internal Control Over Financial Reporting, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Our board of directors has determined that Merry Tang, an independent director and member of our audit committee, is an audit committee financial expert.

Item 16B. Code of Ethics

Our board of directors has adopted a code of ethics that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for us. We hereby undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working days after we receive such person’s written request.

109

Item 16C. Principal Accountant Fees and Services

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu Certified Public Accountants LLP, our principal external auditors, for the periods indicated. We did not pay our auditors any fees other than audit fees in 2012 and 2013.

	2012		2013
Audit fees(1)	$	1,239,523	$	726,971
Audit-related fees(2)		—		—
Tax fees(3)	$	37,396		—
All other fees(4)	$	38,183	$	8,076

(1) “Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements.

(2) “Audit-related fees” means the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” Services comprising the fees disclosed under the category of “Audit-related fees” involve principally the issue of comfort letter, rendering of listing advice, and other audit-related services for the years ended December 31, 2012 and December 31, 2013.

(3) “Tax fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered for tax compliance, tax advice and tax planning.

(4) “All other fees” means sustainability consulting service related fee.

We engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP in 2006. Total service fees billed related to these professional services in 2012 and 2013 amounted to $1,239,523 and $726,971, respectively.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by Deloitte Touche Tohmatsu Certified Public Accountants LLP, including audit services, audit-related services, tax services and other services as described above, other than those for de minimus services which are approved by the Audit Committee prior to the completion of the audit.

Item 16D. Exemptions from the Listing Standards for Audit Committees

We are in compliance with the Nasdaq corporate governance rules with respect to the audit committee.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the fourth quarter of 2008, we conducted open market repurchases of the convertible senior notes, and through December 31, 2008, we repurchased $6.5 million aggregate principal amount of the convertible senior notes for a total cash consideration of $2.0 million.

In June 2009, we conducted open market repurchases of $4.0 million aggregate principal amount of the convertible senior notes for a total cash consideration of $1.8 million.

110

In September 2011, we conducted open market repurchase of $16.5 million aggregate principal amount of the convertible senior notes for a total cash consideration of $9.1 million.

In March and June of 2012, we conducted open market repurchase of $26 million aggregate principal amount of the convertible senior notes for a total cash consideration of $15.7 million.

ITEM 16F. CHANGEIN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Rule 5635(c) of the Nasdaq Rules requires a Nasdaq listed company to obtain its shareholders’ approval of stock option plans or other equity compensation arrangements, and any material amendments to such plans or arrangements. Rule 5615 of the Nasdaq Rules permits a foreign private issuer like our company to follow home country practice in certain corporate governance matters. Upon board approval in May 2009, we effected amendments to our First Plan. We believe that some of the amendments are material changes to the then existing plan. Our Cayman Islands counsel has provided a letter to Nasdaq dated May 14, 2009, confirming that under the existing Cayman Islands law, we are not required to obtain shareholders’ approval for amendments to our existing equity incentive plan. Nasdaq has acknowledged the receipt of such letter and our home country practice with respect to approval for amendments to our equity incentive plan.

Other than the home country practice described above, we are not aware of any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under the Nasdaq Rules.

ITEM 16H. Mine safety disclosure

Not applicable.

III. PART III

Item 17. Financial Statements

We have elected to provide financial statements pursuant to Item 18.

Item 18. Financial Statements

The consolidated financial statements of China Sunergy and its subsidiaries are included at the end of this annual report.

111

Item 19. Exhibits

Exhibit Number	Description of Document
1.1	Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
2.1	Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3).
2.2	Registrant’s Specimen Certificate for Ordinary shares (incorporated by reference to Exhibit 4.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
2.3	Form of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. as depositary, and holders of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 from our Registration Statement on Form F-1 Amendment No. 2 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
2.4	Indenture dated as of July 1, 2008 between Wilmington Trust Company and the Registrant (incorporated by reference to Exhibit 4.8 of the Report of Foreign Private Issuer on Form 6-K filed by China Sunergy Co., Ltd. on July 2, 2008).
2.5	Amendment No.1 to Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. as depositary, and holders of the American Depositary Receipts (incorporated by reference to Exhibit 99.A2 from our Registration Statement on Form F-6 Amendment No. 1 (file no. 333-142574) filed with the Securities and Exchange Commission on December 9, 2011).
4.1	Subscription Agreement among the Registrant and other parties therein dated as of September 17, 2006 (incorporated by reference to Exhibit 4.4 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.2	Shareholders Agreement among the Registrant and other parties therein dated as of September 26, 2006, amended as of October 24, 2006, March 22, 2007 and April 24, 2007 (incorporated by reference to Exhibit 4.5 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.3	Registration Rights Agreement among the Registrant and other parties therein dated as of September 26, 2006 (incorporated by reference to Exhibit 4.6 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.4	Sale and Purchase Agreement among the Registrant, Sunergy BVI and other parties therein dated as of August 29, 2006 (incorporated by reference to Exhibit 4.7 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.5	Agreement for the Transfer and Assumption of Obligations among the Registrant, Sunergy BVI and other parties therein dated as of August 29, 2006(incorporated by reference to Exhibit 4.8 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.6	Subscription Agreement among the Sunergy BVI, Sunergy Nanjing and other parties therein dated as of April 4, 2006(incorporated by reference to Exhibit 4.9 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007)
4.7	Warrant Purchase Agreement among the Sunergy BVI, Sunergy Nanjing and other parties therein dated as of March 8, 2006(incorporated by reference to Exhibit 4.10 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.8	Amended and Restated Share Incentive Plan (incorporated by reference to Exhibit 4.1 from our Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-148125), as amended, filed with the Commission on June 22, 2009).

112

Exhibit Number	Description of Document
4.9	Second Share Incentive Plan, including form of Restricted Share Award Agreement (incorporated by reference to Exhibit 4.9 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 9, 2008).
4.10	Form of Indemnification Agreement between the Registrant and its directors (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.11	Form of Employment Agreement between the Registrant and Senior Executive Officers of the Registrant (incorporated by reference to Exhibit 4.11 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 2010)
4.12	Form of Director Agreement between the Registrant and certain independent directors (incorporated by reference to Exhibit 4.12 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 9, 2008).
4.13	English Translation of Authorization License for Usage of Trademark between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of June 7, 2006(incorporated by reference to Exhibit 10.4 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.14	English Translation of Trademark License Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of March 15, 2006(incorporated by reference to Exhibit 10.5 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.15	English Translation of License Authorization for Usage of Trademark between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of February 9, 2006(incorporated by reference to Exhibit 10.6 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.16	English Translation of Purchase Contract between Jiangsu Zhongneng and Sunergy Nanjing  dated as of March 1, 2007 (incorporated by reference to Exhibit 10.24 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.17	English Translation of Property Lease Contract between CEEG (Nanjing) Special Transformers Co., Ltd. and Sunergy Nanjing dated as of August 29, 2006 (incorporated by reference to Exhibit 10.37 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.18	Series A and Series B Preferred Shares Sale and Purchase Agreement dated as of March 22, 2007 (incorporated by reference to Exhibit 10.39 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
4.19	English Translation of Joint Venture Contract between Sunergy BVI and CEEG in 2007 (incorporated by reference to Exhibit 4.50 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 9, 2008).
4.20	English Translation of Land Use Right Transfer Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing  dated as of July 23, 2007 (incorporated by reference to Exhibit 4.51 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 9, 2008).
4.21	English Translation of Equity Interest Transfer Agreement regarding the transfer of equity interest in China Sunergy (Shanghai) Co., Ltd. between China Electric Equipment Group Co., Ltd. and China Sunergy (Hong Kong) Co., Limited. dated as of September 1, 2008 (incorporated by reference to Exhibit 4.61 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 26, 2009)
4.22	ADS Lending Agreement, dated June 25, 2008, among Credit Suisse Securities (Europe) Limited, Credit Suisse, London Branch, and the Registrant (incorporated by reference to Exhibit 99.1 of the Report of Foreign Private Issuer on Form 6-K filed by China Sunergy Co., Ltd. on July 2, 2008).

113

Exhibit Number	Description of Document
4.23	English Translation of EPC Contract for Multiple BIPV Photovoltaic Grid-Connected System Demonstration Project of CEEG Nanjing Science and Technology Park between CEEG (Nanjing) Solar Research Institute Co., Ltd. and Sunergy Nanjing dated as of December 29, 2009 (incorporated by reference to Exhibit 4.70 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 2010)
4.24	English Translation of Security Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of April 26, 2010 (incorporated by reference to Exhibit 4.79 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 2010)
4.25	English Translation of Share Transfer Agreement of CEEG (Nanjing) Renewable Energy Co., Ltd. among China Electric Equipment Group Co., Ltd., Sundex Holdings Limited and Sunergy Nanjing dated as of March 15, 2010 (incorporated by reference to Exhibit 4.84 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 2010)
4.26	English Translation of Share Transfer Agreement of CEEG (Shanghai) Solar Science & Technology Co., Ltd. among China Electric Equipment Group Co., Ltd., Sundex Holdings Limited and Sunergy Nanjing dated as of March 15, 2010 (incorporated by reference to Exhibit 4.85 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 2010)
4.27	English Translation of Form of Real Estate Sale Contract between CEEG (Nanjing) Special Transformer Manufacturing Co., Ltd. and CEEG (Nanjing) Renewable Energy Co., Ltd. (incorporated by reference to Exhibit 4.109 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2011)
4.28	English Translation of Premises Lease Contract between CEEG (Nanjing) Special Transformer Manufacturing Co., Ltd. and CEEG (Nanjing) Renewable Energy Co., Ltd. dated as of November 1, 2010 (incorporated by reference to Exhibit 4.115 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2011)
4.29	English Translation of State-owned Land Use Right Transfer Contract between CEEG (Nanjing) Special Transformer Manufacturing Co., Ltd. and CEEG (Nanjing) Renewable Energy Co., Ltd. dated as of December 30, 2010 (incorporated by reference to Exhibit 4.116 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2011)
4.30	Loan Agreement between China Sunergy (Nanjing) Co., Ltd. and China Electric Equipment Group Corporation Ltd., dated as of June 27, 2011 (incorporated by reference to Exhibit 99.2 from our Press Release on Form 6-K filed with the Securities and Exchange Commission on July 1, 2011)
4.31	English Translation of Long Term Sales Contract between Sunergy Nanjing and Suzhou GCL Photovoltaic Technology Co., Ltd., dated as of January 17, 2011 (incorporated by reference to Exhibit 4.33 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2012)
4.32	English Translation of Agreement between CEEG (Nanjing) Renewable Energy Co., Ltd., CEEG (Nanjing) Solar Research Institute Co., Ltd., CEEG, CEEG (Nanjing) Semiconductor Co., Ltd.,  CEEG Nanjing International Trade Co., Ltd., CEEG (Nanjing) Special Transformer Co., Ltd., and CEEG (Jiangsu) Insulative New Material CO., Ltd. dated as of December 31, 2011 (incorporated by reference to Exhibit 4.42 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2012)
4.33	English Translation of Security Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of April 12, 2012 (incorporated by reference to Exhibit 4.47 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2012)
4.34	English Translation of State-owned Land Use Right Assignment Contract between Yizheng Land and Resources Bureau and China Sunergy (Yangzhou) Co., Ltd. dated as of November 17, 2011 (incorporated by reference to Exhibit 4.50 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2012)

114

Exhibit Number	Description of Document
4.35	English Translation of State-owned Land Use Right Assignment Contract between Yizheng Land and Resources Bureau and China Sunergy (Yangzhou) Co., Ltd. dated as of December 6, 2011 (incorporated by reference to Exhibit 4.51 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2012)
4.36	English Translation of Guarantee Contract between Jiangsu Xinde Asset Management Co., Ltd. and Bank of Communications dated as of September 25, 2012 (incorporated by reference to Exhibit 4.63 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.37	English Translation of Guarantee Contract between Jiangsu Xinde Asset Management Co., Ltd. and Bank of Communications dated as of July 26, 2012 (incorporated by reference to Exhibit 4.64 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.38	English Translation of Guarantee Contract between Jiangsu Xinde Asset Management Co., Ltd. and Bank of Communications dated as of October 5, 2012 (incorporated by reference to Exhibit 4.65 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.39	English Translation of Guarantee Contract between Jiangsu Xinde Asset Management Co., Ltd. and Bank of Communications dated as of July 26, 2012 (incorporated by reference to Exhibit 4.66 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.40	English Translation of Guarantee Contract between Jiangsu Xinde Asset Management Co., Ltd. and Bank of Communications dated as of September 7, 2012 (incorporated by reference to Exhibit 4.67 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.41	Letter of Support signed by China Electric Equipment Group Co., Ltd (incorporated by reference to Exhibit 4.68 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2013)
4.42	English Translation of Loan Agreement between CEEG (Nanjing) Semiconductor Co., Ltd. and China Sunergy (Nanjing) Co., Ltd. dated as of December 29, 2012
4.43 *	English Translation of Share Transfer Agreement of China Sunergy (Shanghai) Co., Ltd. between China Sunergy (Nanjing) Co., Ltd., China Sunergy (Hong Kong) Co., Ltd and China Electric Equipment Group Co., Ltd., dated March 26, 2014
4.44 *	English Translation of Purchase Contract between China Sunergy (Nanjing) Co., Ltd. and CEEG (Nanjing) Semiconductor Materials Co., Ltd., dated March 26, 2013
4.45 *	English Translation of Purchase Contract between China Sunergy (Nanjing) Co., Ltd. and CEEG (Nanjing) Semiconductor Materials Co., Ltd., dated March 20, 2013
4.46*	English Translation of Purchase Order between CEEG (Shanghai) Solar Science Technology Co., Ltd. and CSUN Eurasia Energy Systems Industry and Trade Inc., undated
4.47*	Sales Contract between China Sunergy Europe GmbH and AEE Renewables UK 6 Limited dated as of February 22, 2013
4.48*	Sales Contract between China Sunergy Europe GmbH and AEE Renewables UK 7 Limited dated as of February 22, 2013
4.49*	Sales Contract between CSUN Eurasia Energy Systems Industry and Trade Inc. and China Sunergy Europe GmbH, dated as of May 16, 2013
4.50*	Sales Contract between CSUN Eurasia Energy Systems Industry and Trade Inc. and China Sunergy Europe GmbH, dated as of August 29, 2013
4.51*	Framework Purchase and Supply Agreement between CSUN Eurasia Energy System and China Sunergy(Nanjing) Co.,Ltd, dated as of March 29, 2013
4.52*	Purchase Framework Agreement between China Sunergy(Nanjing) Co.,Ltd and CSUN Trading (HongKong) Co., Limited, dated as of April 7, 2013

115

Exhibit Number	Description of Document
4.53*	English Translation of In-door Workplace Lease Agreement between CSUN Eurasia Energy Systems Industry and Trade Inc. and Dasbas-Istanbul Industry and Free Trade Zone Founder and Operator Inc. Co., dated as of November 14, 2012
4.54*	English Translation of In-door Workplace Lease Agreement between CSUN Eurasia Energy Technologies Industry and Trade Inc. and Dasbas-Istanbul Industry and Free Trade Zone Founder and Operator Inc. Co., dated as of November 14, 2012
4.55*	English Translation of Wafer Sales Contract between China Sunergy (Nanjing) Co., Ltd. and CEEG (Nanjing) Semiconductor Materials Co., Ltd. dated as of November 4, 2013
4.56*	English Translation of CSUN Wafer (Material) Purchase Order between CEEG (Nanjing) Semiconductor Materials Co., Ltd.and China Sunergy (Nanjing) Co., Ltd. dated as of July 12, 2013
4.57*	English Translation of CSUN Wafer (Material) Purchase Order between CEEG (Nanjing) Semiconductor Materials Co., Ltd. and China Sunergy (Nanjing) Co., Ltd. dated as of August 26, 2013
4.58*	English Translation of CSUN Wafer (Material) Purchase Order between CEEG (Nanjing) Semiconductor Materials Co., Ltd. and China Sunergy (Nanjing) Co., Ltd. dated as of August 28, 2013
4.59*	English Translation of Sales Contract for Goods in the Group between CSUN Trading (HongKong) Co., Limited and China Sunergy Europe GmbH, dated as of August 2, 2013
4.60*	English Translation of Processing Agreement  between China Sunergy (Nanjing) Co., Ltd. and CEEG (Nanjing) New Energy Co., Ltd., dated as of August 4, 2012
4.61*	Sales Contract between CSUN Eurasia Energy Systems Industry and Trade Inc. and China Sunergy Europe GmbH dated July 24, 2013
4.62*	English Translation of CSUN Wafer (Material) Purchase Order between CEEG (Nanjing) Semiconductor Materials Co., Ltd. and China Sunergy (Nanjing) Co., Ltd., dated March 18, 2013
4.63*	Framework Agreement for Purchase of CSUN between CSUN Trading (HongKong) Co., Limited and China Sunergy(Nanjing) Co., Ltd, undated
4.64*	Framework Agreement for Purchase of CSUN between CSUN Trading (HongKong) Co., Limited and China Sunergy(Nanjing) Co., Ltd, undated
4.65*	Purchase Order between CEEG (Nanjing) Renewable Energy Co., Ltd. and CSUN Eurasia Energy Systems Industry and Trade Inc., undated
4.66*	Purchase Order between CEEG (Shanghai) Solar Science Technology Co., Ltd. and CSUN Eurasia Energy Systems Industry and Trade Inc., undated
4.67*	Purchase Order between CEEG (Nanjing) Renewable Energy Co., Ltd. and CSUN Eurasia Energy Systems Industry and Trade Inc., undated
4.68*	Purchase Order between CEEG (Shanghai) Solar Science Technology Co., Ltd. and CSUN Eurasia Energy Systems Industry and Trade Inc., undated
4.69*	English Translation of Agreement on Concerted Action between Bank and Enterprise by and among Bank of Nanjing Co., Ltd., Jiangsu Branch of China Development Bank Co., Ltd., Jiangsu Branch of China Construction Bank Co., Ltd., Jiangsu Branch of Bank of Communications, Nanjing Branch of China Merchants Bank Co., Ltd., Nanjing Branch of China Everbright Bank Co., Ltd., China Sunergy (Nanjing) Co., Ltd., CEEG (Nanjing) Renewable Energy Co., Ltd., CEEG (Shanghai) Solar Science Technology Co., Ltd., CSUN Trading (Hong Kong) Co., Limited, dated October 14, 2013.
8.1*	Subsidiaries of the Registrant.
11.1	Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).
12.1*	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

116

Exhibit Number	Description of Document
13.2*	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1*	Consent of Conyers Dill & Pearman (Cayman) Limited.
15.2*	Consent of Jun He Law Offices.
15.3*	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Independent Registered Public Accounting Firm.
101**	INS XBRL Instance Document.
101**	SCH XBRL Taxonomy Extension Schema Document.
101**	CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101**	DEF XBRL Taxonomy Extension Definition Linkbase Document.
101**	LAB XBRL Taxonomy Extension Label Linkbase Document.
101**	PRE XBRL Taxonomy Extension Presentation Linkbase Document.

*   Filed with this Annual Report on Form 20-F.

†   Confidential treatment is being requested with respect to portions of this exhibit and such confidential treatment portions have been deleted and replaced with “****” and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act of 1934.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

117

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CHINA SUNERGY CO., LTD.
By:	/s/   Stephen Zhifang Cai
	Name:	Stephen Zhifang Cai
	Title:	Chief Executive Officer

Date: April 29, 2014

118

CHINA SUNERGY CO., LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2012 and 2013	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2012 and 2013	F-5
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2011, 2012 and 2013	F-6
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2011, 2012 and 2013	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013	F-8
Notes to the Consolidated Financial Statements	F-10
Additional Information - Financial Statements Schedule I	F-48

- 1 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of China Sunergy Co., Ltd.:

We have audited the accompanying consolidated balance sheets of China Sunergy Co., Ltd. (the "Company") and subsidiaries (collectively referred to as the "Group") as of December 31, 2012 and 2013, and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2013 and the related financial statement schedule included in Schedule I. These financial statements and financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2012 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP

Nanjing, China

April 29, 2014

- 2 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for share data)

	December 31,
	2012		2013
	$		$
ASSETS
Current assets:
Cash and cash equivalents		183,312,417		54,295,577
Restricted cash		226,610,884		194,195,634
Accounts receivable, net of allowance for doubtful accounts of $63,006,093 and $64,940,205 in 2012 and 2013, respectively		77,188,944		81,405,181
Notes receivable		-		741,025
Advance to suppliers		5,320,346		7,193,667
Amounts due from related parties		67,006,828		83,986,853
Inventories		83,855,621		44,657,654
Project assets		4,761,014		10,154,775
Deferred tax assets		1,727,054		1,922,242
VAT receivable		18,837,716		11,222,644
Restricted cash-collateral account		2,097,340		-
Convertible senior notes issuance cost		15,934		-
Prepaid expense and other current assets		7,737,138		10,274,408
Total current assets		678,471,236		500,049,660
Property, plant and equipment, net		205,706,724		223,624,186
Prepaid land use rights		28,547,417		27,884,740
Intangible assets, net		1,986,621		-
Deferred tax assets		5,455,564		7,490,636
Other long-term assets		2,917,781		5,603,724
TOTAL ASSETS		923,085,343		764,652,946

- 3 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for share data)

	December 31,
	2012			2013
	$			$
LIABILITIES AND EQUITY
Current liabilities:
Short-term bank borrowings		463,554,185			304,827,038
Current portion of long-term debt		48,865,064			35,427,888
Accounts payable		128,347,074			97,029,603
Notes payable		38,495,824			39,899,624
Amounts due to related parties		70,582,470			11,797,519
Accrued payroll and welfare		3,501,553			3,300,135
Advance from customers		3,776,384			5,377,783
Accrued expenses and other current liabilities		10,121,517			11,462,484
Deferred tax liability		518,592			6,133
Income tax payable		338,209			3,368,274
Collateral account payable		2,097,340			-
Convertible senior notes		1,500,000			-
Total current liabilities		771,698,212			512,496,481
Long-term debt		122,859,120			265,975,939
Deferred tax liability		437,507			444,909
Accrued warranty cost		17,163,711			20,129,274
Other liabilities		4,606,816			9,992,788
Total liabilities		916,765,366			809,039,391
Commitments and contingencies (Note 17)
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 240,701,253 issued and outstanding as of December 31, 2013)		26,729			24,070
Additional paid-in capital		185,367,042			185,367,042
Treasury shares (at par value of $0.0001)		-			2,659
Accumulated deficit		(214,587,069	)		(265,196,150	)
Accumulated other comprehensive income		35,523,388			36,070,581
Total equity (deficit) attributable to China Sunergy Co., Ltd.		6,330,090			(43,731,798	)
Noncontrolling interest		(10,113	)		(654,647	)
Total equity (deficit)		6,319,977			(44,386,445	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)		923,085,343			764,652,946

- 4 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED statementS of operations

(In U.S. dollars, except for share data)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Sales to third parties		556,121,653			286,889,060			306,334,566
Sales to related parties		10,170,102			5,832,301			9,851,128
Total revenues		566,291,755			292,721,361			316,185,694
Cost of sales to third parties		(556,741,244	)		(288,004,932	)		(291,372,403	)
Cost of sales to related parties		(7,732,879	)		(5,909,231	)		(9,601,302	)
Cost of revenues		(564,474,123	)		(293,914,163	)		(300,973,705	)
Gross profit (loss)		1,817,632			(1,192,802	)		15,211,989
Selling and marketing expenses		(19,148,678	)		(20,055,854	)		(16,416,359	)
General and administrative expenses		(41,182,119	)		(75,874,984	)		(30,010,529	)
Research and development expenses		(6,718,265	)		(8,608,874	)		(6,022,357	)
Goodwill impairment loss		(14,806,586	)		-			-
Total operating expenses		(81,855,648	)		(104,539,712	)		(52,449,245	)
Loss from operations		(80,038,016	)		(105,732,514	)		(37,237,256	)
Interest expense		(23,458,361	)		(28,838,328	)		(28,805,652	)
Interest income		2,505,432			6,154,813			6,586,276
Changes in fair value of derivatives		(5,173,903	)		(369,309	)		-
Other income (expense), net		(1,899,809	)		11,486,938			8,974,787
Loss before income taxes		(108,064,657	)		(117,298,400	)		(50,481,845	)
Income tax benefit (expense)		13,771,962			(16,295,221	)		(1,127,627	)
Net loss		(94,292,695	)		(133,593,621	)		(51,609,472	)
Less: Net loss attributable to noncontrolling interest		-			(12,957	)		(1,000,391	)
Net loss attributable to ordinary shareholders of China Sunergy Co., Ltd.		(94,292,695	)		(133,580,664	)		(50,609,081	)
Net loss per share:
Basic and diluted	$	(0.39	)	$	(0.55	)	$	(0.20	)
Share used in calculating basic and diluted loss per share		240,701,253			240,701,253			255,102,003

The accompanying notes are an integral part of these consolidated financial statements.

- 5 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED statementS of COMPREHENSIVE INCOME (LOSS)

(In U.S. dollars)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Net loss		(94,292,695	)		(133,593,621	)		(51,609,472	)
Other comprehensive income:
Foreign currency translation adjustments, net of tax impact of nil, for 2011, 2012 and 2013		6,678,512			824,167			584,066
Total comprehensive loss		(87,614,183	)		(132,769,454	)		(51,025,406	)
Less:
Comprehensive loss attributable to noncontrolling interest		-			(12,913	)		(963,518	)
Comprehensive loss attributable to ordinary shareholders of China Sunergy Co., Ltd.		(87,614,183	)		(132,756,541	)		(50,061,888	)

The accompanying notes are an integral part of these consolidated financial statements.

- 6 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In U.S. dollars, except for share data)

														Retained			Accumulated
							Additional							earnings			other
							paid-in							(accumulated			comprehensive		Noncontrolling
	Ordinary shares						capital			Treasury shares				deficit)			income		interest			Total
	Number			$			$			Number		$		$			$		$			$
Balance at January 1, 2011		267,287,253			26,729			185,475,047			-		-		13,286,290			28,020,753		-			226,808,819
Share-based compensation		-			-			(108,222	)		-		-		-			-		-			(108,222	)
Net loss		-			-			-			-		-		(94,292,695	)		-		-			(94,292,695	)
Other comprehensive income		-			-			-			-		-		-			6,678,512		-			6,678,512
Balance at December 31, 2011		267,287,253			26,729			185,366,825			-		-		(81,006,405	)		34,699,265		-			139,086,414
Share-based compensation		-			-			217			-		-		-			-		-			217
Net loss		-			-			-			-		-		(133,580,664	)		-		(12,957	)		(133,593,621	)
Other comprehensive income		-			-			-			-		-		-			824,123		44			824,167
Noncontolling interest capital injection		-			-			-			-		-		-			-		2,800			2,800
Balance at December 31, 2012		267,287,253			26,729			185,367,042			-		-		(214,587,069	)		35,523,388		(10,113	)		6,319,977
Net loss		-			-			-			-		-		(50,609,081	)		-		(1,000,391	)		(51,609,472	)
Other comprehensive income		-			-			-			-		-		-			547,193		36,873			584,066
Noncontolling interest capital injection		-			-			-			-		-		-			-		318,984			318,984
Return of the shares under
Share Lending Agreement		(26,586,000	)		(2,659	)		-			26,586,000		2,659		-			-		-			-
Balance at December 31, 2013		240,701,253			24,070			185,367,042			26,586,000		2,659		(265,196,150	)		36,070,581		(654,647	)		(44,386,445	)

The accompanying notes are an integral part of these consolidated financial statements.

- 7 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Operating activities:
Net loss		(94,292,695	)		(133,593,621	)		(51,609,472	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		20,600,715			19,872,497			22,663,879
Bad debt provision		12,267,390			47,400,809			500,329
Share-based compensation		(108,222	)		217			-
Loss from disposal of property, plant and equipment		1,211,206			10,152			156,593
Goodwill impairment loss		14,806,586			-			-
Inventory write-down		7,765,270			6,925,478			1,663,051
Loss on changes in fair value of derivatives		5,173,903			369,309			-
Gain on repurchase of convertible senior notes		(7,440,000	)		(10,348,750	)		-
Amortization of convertible senior notes issuance cost and Share Lending Agreement		1,630,061			964,749			15,934
Gain on disposal of subsidiaries		-			-			(2,196,198	)
Others		(223,638	)		152,554			112,339
Changes in operating assets and liabilities:
Accounts receivable and notes receivable		(99,447,828	)		27,649,693			(6,891,374	)
Amounts due from related parties		12,321,646			(36,750,808	)		(16,980,025	)
Advance to suppliers		3,084,559			48,681			(1,873,321	)
Inventories		20,491,706			(46,803,682	)		37,534,916
Project assets		(9,203,936	)		4,442,922			(5,393,761	)
Prepaid expenses and other current assets and VAT receivable		(28,866,090	)		20,023,346			7,046,015
Other long-term assets		(4,841,421	)		2,899,490			(2,798,282	)
Deferred tax assets		(17,460,955	)		15,955,998			(2,735,317	)
Accounts payable and notes payable		17,775,265			49,643,649			(27,101,093	)
Amount due to related parties		47,037,344			12,972,949			(58,784,951	)
Accrued expenses and other liabilities and Advance
from suppliers		6,191,965			5,434,253			495,461
Income tax payable		(8,766,593	)		2,942,606			3,030,065
Prepaid land use rights		(12,618,645	)		(5,825,188	)		-
Net cash used in operating activities		(112,912,407	)		(15,612,697	)		(103,145,212	)
Investing activities:
Purchases of property, plant and equipment		(60,676,805	)		(44,288,415	)		(40,901,214	)
Subsidy received from local government to purchase plant and equipment		-			3,018,154			6,418,016
Proceeds from disposal of property, plant and equipment		26,933			-			-
Proceeds from disposal of subsidiaries		-			-			4,264,462
Change in restricted cash		553,448			(142,176,204	)		32,415,250
Net cash provided by (used in) investing activities		(60,096,424	)		(183,446,465	)		2,196,514

- 8 -

CHINA SUNERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Financing activities:
Capital injection from noncontrolling interest		-			-			318,984
Repurchase of convertible senior notes		(9,060,000	)		(15,651,250	)		(1,500,000	)
Proceeds from short-term bank borrowings		587,785,523			653,773,767			614,276,765
Proceeds from long-term bank borrowings		204,792,588			46,137,937			62,370,160
Repayment of bank borrowings		(522,582,754	)		(513,096,521	)		(706,361,235	)
Net cash provided by (used in) financing activities		260,935,357			171,163,933			(30,895,326	)
Effect of exchange rate changes on cash and cash equivalents		15,084,268			1,728,782			2,827,184
Net increase (decrease) in cash and cash equivalents		103,010,794			(26,166,447	)		(129,016,840	)
Cash and cash equivalents at the beginning of the year		106,468,070			209,478,864			183,312,417
Cash and cash equivalents at the end of the year		209,478,864			183,312,417			54,295,577
Supplemental disclosure of cash flow information:
Interest paid, net of interest capitalized		23,157,984			27,671,213			27,501,427
Income taxes paid		12,455,586			1,014			832,879
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received (paid) in connection with Share Lending Agreement		(16,867,340	)		443,100			(2,097,340	)
Purchase of property, plant and equipment included in accounts payable		8,699,797			21,972,470			19,159,892

The accompanying notes are an integral part of the consolidated financial statements.

- 9 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

China Sunergy Co., Ltd. (the “Company” or "China Sunergy Cayman") was incorporated under the laws of the Cayman Islands on August 4, 2006. The Company and its subsidiaries (collectively referred to as the "Group”) are principally engaged in the design, development, manufacturing and marketing of solar cells and modules in the People’s Republic of China (the “PRC”) and overseas markets.

As of December 31, 2013, the Company’s subsidiaries include the following entities:

		Date of
		Incorporation	Percentage of
Subsidiaries' Name	Principal Activities	or acquisition	Ownership	Place of Incorporation
China Sunergy Co., Ltd.	Investment Holding	January 27, 2006	100%	British Virgin Islands
("China Sunergy BVI")
China Sunergy (Hong Kong) Co.,Limited	Investment Holding	December 7, 2007	100%	Hong Kong
("Sunergy Hong Kong")
China Sunergy Europe Gmbh	Marketing Service	November 27, 2007	100%	Germany
China Sunergy (Nanjing) Co., Ltd.	Solar cells manufacturing	August 2, 2004	100%	PRC
("Sunergy Nanjing")
China Sunergy (Shanghai) Co., Ltd.	Solar cells manufacturing	November 1, 2007	100%	PRC
("Sunergy Shanghai")
CEEG (Shanghai) Solar Science	Modules manufacturing	November 1, 2010	100%	PRC
Technology Co., Ltd. ("SST")
CEEG (Nanjing) Renewable	Modules manufacturing	November 1, 2010	100%	PRC
Energy Co., Ltd ("NRE")
China Sunergy (US) Clean Tech Inc	Sales & Marketing service	April 8, 2011	100%	US
CSUN Trading (Hong Kong)	Trading	May 4, 2011	100%	Hong Kong
Co., Limited
China Sunergy (Yangzhou) Co., Ltd	Solar cell	June 30, 2011	100%	PRC
	Manufacturing and R&D
China Sunergy Luxembourg S.A	Photovoltaic project's	August 5, 2011	100%	Luxembourg
	Engineering & sales
CSUN International (Hong Kong)	100%	Hong Kong
Co., Ltd	Invest Holding	March 22, 2012
CSUN Holding (Luxembourg) s.a.r.l	Invest Holding	April 26, 2012	100%	Luxembourg
CSUN Renewable Energy
(France) S.A.R.L	Marketing service	May 29, 2012	100%	France
CSUN Holding UK LTD	Photovoltaic project's	July 17, 2012	100%	UK
	Engineering & sales
CSUN Italy S.R.L	Marketing service	August 29, 2012	100%	Italy
AEE Renewable UK 6 Limited	Photovoltaic Project	October 30, 2012	100%	UK
AEE Renewable UK 7 Limited	Photovoltaic Project	October 30, 2012	100%	UK
CSUN Eurasia Energy Systems	Modules manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
CSUN Eurasia Energy Technologies	Solar cells manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
Lianyungang Yuanhui Solar Power	Photovoltaic project's	July 15, 2013	100%	PRC
	Engineering and sales

The Group established CSUN Eurasia Energy Systems Industry and Trade Inc. and CSUN Eurasia Energy Technologies Industry and Trade Inc. with 20% noncontrolling interest contributed by another Turkey entity in 2012 and began to ship solar power products in June 2013.

- 10 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

(a) Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to generate cash flows from operations, and the Group’s ability to arrange adequate financing arrangements, including the renewal or rollover of its bank borrowings, to support its working capital requirements.

The following factors raise doubt about the Group's ability to continue as a going concern for the foreseeable future.

· The solar industry is being negatively impacted by a number of factors including excess capacity, reduction of government incentives in key solar markets, higher import tariffs and the European debt crisis. These factors have contributed to declining average selling prices for the Group's products. Since December 31, 2011, the Group's average selling price of modules has fallen from $1.36/watt to $0.59/watt in 2013.

· For the year ended December 31, 2013, the Group incurred an operating loss of $39.9 million and for the year ended December 31, 2012 a loss from operations of $105.7million.

· During the year December 31, 2013, the Group experienced negative cash flow of $103.1 million from operations.

· As of December 31, 2013, the Group's current liabilities exceed its current assets by $12.4 million. While the Group had cash and cash equivalents of $54.3 million and restricted cash of $194.2 million, it had short-term bank borrowings of $304.8 million, all due within one year and the current portion of long-term debt amounting to $35.4 million.

These factors are mitigated by the following plans and actions:

· The Group has entered into a written agreement with six commercial banks who agreed to continue providing financial support to the Group, including extensions and renewals of existing loans, representing 67% of the total outstanding loans from these banks as of December 31, 2013.

- 11 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(a) Basis of presentation - continued

· While there can be no assurance that the Group will be able to refinance its short-term bank borrowings as they become due, historically, the Group has renewed or rolled over most of its short-term bank loans upon the maturity date of the loans and has assumed it will continue to be able to do so. From January 1, 2014 to March 31, 2014, the Group renewed short-term bank borrowings of $93.9 million.

· The Group has taken a number of cost reduction initiatives. Since the second half of 2011, the Group has implemented its business strategy of cost reduction through research and development efforts at each stage of its vertically integrated manufacturing process and economies of scale through expanding its solar module business.

· The Group has successfully expanded a portion of its manufacturing to Europe through establishing plants to manufacture and sell solar products in Turkey. The Group believes the overseas production capacities will enable them to stay closer to the European market than certain of their competitors which only conduct manufacturing operations in China, capture business opportunities in emerging solar power markets like Turkey and neighboring countries and mitigate the adverse effect on our sales to European countries caused by anti-dumping and countervailing duties that may be imposed.

Based on the above factors, management believes that adequate sources of liquidity will exist to fund the Group’s working capital and capital expenditures requirements, and to meet its short-term debt obligations, other liabilities and commitments as they become due.

(b) Basis of consolidation

The consolidated financial statements include the assets, liabilities, revenues and expenses of the Group. All intercompany transactions and balances have been eliminated on consolidation.

(c) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include valuation allowances of deferred tax assets, contingent liabilities related to outstanding legal proceedings, inventory valuation, allowance on accounts receivable and supplier advances, provision of warranty costs, assumptions used in calculating the fair value of foreign exchange forward contracts, forfeiture rate of options, the useful lives for property plant and equipment, intangible assets, impairment of long-lived assets and goodwill.

- 12 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(d) Cash and cash equivalents and restricted cash

Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.

Restricted cash represents bank deposits for securing letters of credit, letter of guarantee, bank promissory notes, foreign exchange forward contracts and bank guarantees that are not available for use in operations.

(e) Fair value of financial instruments

Assets and liabilities that are recorded at fair value on a recurring basis reflect fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The Company applies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

• Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

• Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

• Level 3 -Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates.

- 13 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(f) Accounts receivable and allowance for doubtful accounts

Accounts receivable are recognized and carried at the original transaction amount less allowance for doubtful accounts. The Group maintains allowance for doubtful accounts for uncollectible accounts receivable. Estimates of anticipated losses from doubtful accounts are based on days past due, historical collection and other factors.

(g) Inventories

Inventories are stated at the lower of cost or market value. Cost of purchased raw material is determined using the weighted-average method and cost of work-in-progress and finished good is determined using standard cost method.

The Group estimates excess and slow moving inventory based upon assumptions of future demands and market conditions. If actual market conditions are less favorable than projected by management, additional inventory write-downs may be required.

(h) Project assets

Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to the sale of the solar power project. These costs include modules and development costs. While the project assets are not constructed for a specific customer, the Group intends to sell the project assets upon their completion. Due to the development, construction, and sale timeframe of the Group’s solar projects, they are expected to be sold within the next 12 months and are classified as current assets.

Project assets consisted of the following:

	At December 31,
	2012		2013
	$		$
Project assets – Module cost		-		2,816,687
Project assets – Development		4,761,014		7,338,088
Total		4,761,014		10,154,775

The Group reviews project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In determining whether or not the project assets are recoverable, the Group considers a number of factors, including changes in environmental, ecological, permitting, or regulatory conditions that affect the project. Such changes may cause the cost of the project to increase or the selling price of the project to decrease. There was no impairment charge recognized during the years ended December 31, 2012 and 2013.

- 14 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(i) Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:

Buildings	20 years
Machinery	10 years
Furniture, fixtures and equipment	5 years
Motor vehicles	5 years
Leasehold improvements	over the shorter of the lease term or their estimated useful lives

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. Interest cost incurred and capitalized in respect of construction of new facilities amounted to $1,290,561, $3,180,454 and $3,816,232 for the years ended December 31, 2011, 2012 and 2013, respectively.

(j) Prepaid land use rights

Prepaid land use rights are recorded at cost and are amortized ratably over 50 years, according to the term of the land use right agreement.

(k) Intangible assets, net

Intangible assets consist primarily of customer relationships acquired in business combinations and are amortized on a straight-line basis over 3 years. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets are recognized and measured at fair value upon acquisition.

(l) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets less liabilities acquired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The Group completes a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Management performs its annual goodwill impairment test in November.

- 15 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(l) Goodwill

In 2011, the Group fully impaired the goodwill of $14.8 million based on the annual goodwill impairment test results. No impairment of goodwill was recorded in 2012 or 2013.

(m) Impairment of long-lived assets

The Group evaluates its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group would recognize an impairment loss equal to the excess of the carrying amount over the fair value of the assets.

There was no impairment charge recognized during the years ended December 31, 2011, 2012 and 2013.

(n) Derivative financial instruments

The Group entered into certain foreign exchange forward contracts to protect against volatility of future cash flows caused by the changes in foreign exchange rates associated with sales contracts denominated in Euro or U.S. dollar. The Group recognizes all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets. The derivatives do not qualify for hedge accounting and, as a result, the changes in fair value of the derivatives are recognized in the statement of operations.

The Group recorded a loss of $5.2 million, $0.4 million and nil relating to foreign exchange forward contracts that did not qualify for hedge accounting for the years ended December 31, 2011, 2012 and 2013, respectively. As of December 31, 2012 and 2013, the Group had outstanding foreign exchange forward contracts with notional amounts of $6.6 million and nil, respectively, with an estimated fair value of ($0.1) million and nil, respectively. These forward contracts are recorded in prepaid expense and other current assets or accrued expense and other current liabilities on the consolidated balance sheet and the gain (loss) is recorded in changes in fair value of derivatives on the consolidated statements of operations.

- 16 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(o) Income taxes

The Group accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

The Group determines whether or not a tax position is "more-likely-than-not" of being sustained upon audit based solely on the technical merits of the position. The Company records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. At December 31, 2011, 2012 and 2013, the Group had recorded no uncertain tax benefits. The Group does not anticipate any significant changes to its liability for unrecognized tax benefits within the next 12 months.

(p) Revenue recognition

Sales of solar cells and modules are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when the risks, rewards and ownership of the products are transferred from the Group to its customers. The majority of the Group’s sales contracts include the shipping terms Free on Board ("FOB") and Cost, Insurance and Freight ("CIF"). Based on the nature of these shipping terms, the Group’s obligation to deliver has been fulfilled when the goods pass over the ship's rail at the named port of shipment which is specified in each contract.

Customers do not have any general rights of return, but may be allowed to exchange for goods that are not defective for a 30 to 45 day period. The Group has recorded the estimated replacement costs, which have been immaterial for all periods presented, in cost of revenue upon recognition of revenue. A portion of the Group's sales to domestic customers require the customers to prepay before delivery has occurred. Such prepayments are recorded as advance from customers in the consolidated balance sheets until delivery has occurred. A majority of the Group’s contracts with overseas customers are written such that the customer takes title and assumes the risks and rewards of ownership of the products upon shipment. Accordingly, the Group recognizes revenue upon documentary evidence of shipment, assuming all other criteria have been met.

Taxes collected from customers and remitted to governmental authorities are excluded from revenues and such taxes are presented on a net basis.

- 17 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(q) Buy-and-sell arrangements

In 2011, the Group entered into an arrangement whereby the Group sells solar wafers or solar cells, to a third party, and purchases finished goods, including solar cells or solar modules from this third party. The group entered into this transaction in order to ensure the quality of the finished goods it was purchasing.

In 2012, the Group entered into arrangements whereby the Group sells solar wafers or solar modules and purchase solar cells from the same counterparties. These arrangements are all to maintain the quantity and quality of the Group's solar cell supply, which ware a key input into the production of solar modules.

In 2013, the Group entered into arrangements wherein the Group purchases accessorial raw material and sells modules or purchases solar cells and sells solar wafers to the same counterparties. These arrangements are to maintain the quantity and quality of the silicon cell and other accessorial material supply, which are a key input into the production of solar modules.

Based on the substance of the arrangements, the Group records such transactions at the market value.

Transactions under buy-and-sell arrangement are as follows:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Sell:
Solar wafer		1,126,939		7,459,649		155,869
Solar cell		2,409,196		-		-
Solar module		-		1,148,789		1,790,579
Purchase:
Raw material		-		-		2,704,839
Solar cell		6,562,641		26,887,923		382,716
Solar module		12,523,974		-		-

(r) Cost of revenue

Cost of revenue includes production and indirect costs, as well as warranty costs.

(s) Research and development

Research and development costs are expensed when incurred.

(t) Advertising expenses

Advertising costs are expensed as incurred. The Group incurred advertising costs amounting to $1,756,612, $2,665,486 and $938,330 for the years ended December 31, 2011, 2012 and 2013, respectively.

- 18 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(u) Shipping and handling cost

Shipping and handling cost for products sold are expensed as incurred and included in sales and marketing expense. The Group incurred shipping and handling cost amounting to $4,172,910, $3,747,564 and $4,890,611 for the years ended December 31, 2011, 2012 and 2013, respectively.

(v) Warranty cost

Solar modules are typically sold with up to 25 year warranty against specified declines in the initial minimum power generation capacity at the time of sale. In addition, the Group provides warranty for solar modules against defects in materials and workmanship for a period of five years or ten years from the date of sale.

The Group currently accrues for all product warranties on a cumulative basis, based on its best estimate to date. The Group estimates the cost of warranties to be approximately 1.0% of solar module sales and includes that amount in cost of revenues. The Group makes such estimate based on a number of factors including; i) the nature of the warranties provided, which are consistent with industry practice, ii) actual claim expenses incurred, iii) internal testing results, and iv) other assumptions that affect estimates of warranty costs, including industry data for warranty claim activities and academic research. The Group acknowledges that such estimates require significant judgment and the Group will continue to analyze its claim history, academic research and internal testing results and the performance of its products compared to the Group's competitors in determining the adequacy of warranty accruals. An increase or decrease of 0.1% accrual rate, applicable to sales of solar module, would have resulted in a corresponding increase or decrease in warranty expense of $0.3 million for the year ended December 31, 2013.

The movement of the Group's accrued warranty costs is summarized below:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Beginning balance		8,630,604			14,763,321			17,163,711
Addition		6,233,291			2,760,248			3,366,686
Claimed		(100,574	)		(359,858	)		(401,123	)
Ending balance		14,763,321			17,163,711			20,129,274

- 19 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(w) Government grants

Government grants are recognized when received and all the conditions for their receipt have been met.

Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as other liabilities in the consolidated balance sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. In 2013, the Company received government grants of $5.4 million for the purchase of non-current assets.

Government grants as the compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related cost are recognized in profit or loss in the period in which they become receivable. In 2013, approximately $1.9 million government grants were recognized as income and $0.2 million were recognized as an offset to research and development expenses.

(x) Foreign currency translation

The functional and reporting currency of the Company is the United States dollar (“US dollar”). Monetary assets and liabilities denominated in currencies other than the US dollar are translated into US dollar at the rates of exchange in effect at the balance sheet dates. Transactions denominated in currencies other than the US dollar during the year are converted into US dollar at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in other income (expense), net in the statements of operations.

The financial records of the Group’s subsidiaries are maintained in their local currencies. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and

losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the statements of comprehensive income (loss).

(y) Comprehensive loss

Comprehensive loss includes all changes in equity except those resulting from investments by owners and distributions to owners and is comprised of net loss and foreign currency translation adjustments.

(z) Foreign currency risk

The functional currency of the Group’s subsidiaries which operate in the PRC is Renminbi (“RMB”). The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's aggregate amount of cash and cash equivalents and restricted cash denominated in RMB amounted to USD equivalent of $278,303,903 and $209,116,209 at December 31, 2012 and 2013, respectively.

- 20 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(aa) Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and advance to suppliers. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Group performs ongoing credit evaluations of customers and suppliers and generally does not require collateral or other security from its customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and advances and factors surrounding the credit risk of specific customers and suppliers.

The following table sets forth the changes in allowance for doubtful accounts:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Opening balance		(3,213,378	)		(15,869,894	)		(63,006,093	)
Addition		(12,267,390	)		(47,400,809	)		(10,337,119	)
Reversal		-			-			9,836,790
Write-off		86,052			361,049			-
Effect of exchange rate change in foreign currency		(475,178	)		(96,439	)		(1,433,783	)
Ending balance		(15,869,894	)		(63,006,093	)		(64,940,205	)

The reversal of $9.8 million was due to the collection of accounts receivable for which bad debt provision was recorded prior to 2013. The reversal was recorded as an offset to general and administrative expense in the consolidated statement of operations.

There are no third party customers accounting for 10% or more of total revenue for the years ended December 31, 2011, 2012 or 2013.

Accounts receivable from customers accounting for 10% or more of total gross accounts receivable are as follows:

Name of Customer	At December 31,
	2012			2013
Company A		22	%		22	%
Company B		*			11	%

* Less than 10%

- 21 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(bb) Net loss per share

Basic loss per share is computed by dividing loss attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the year. Diluted loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Generally, ordinary share equivalents are excluded from the computation in loss periods as their effects would be anti-dilutive.

For the years ended December 31, 2011, 2012 and 2013, the Group had securities which could potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Outstanding options and restricted shares		676,744		344,190		297,120
Assumed conversion of convertible senior notes		13,414,632		4,811,408		-
Total		14,091,376		5,155,598		297,120

The following table sets forth the computation of basic and diluted income per share for the periods indicated:

	Years ended December 31,
	2011			2012			2013
Net loss attributable to ordinary shareholders- for the calculation of basic loss per share	$	(94,262,695	)	$	(133,580,664	)	$	(50,609,081	)
Net loss attributable to ordinary shareholders- for the calculation of diluted loss per share	$	(94,292,695	)	$	(133,580,664	)	$	(50,609,081	)
Weighted–average ordinary shares outstanding- for the calculation of basic loss per share		240,701,253			240,701,253			255,102,003
Weighted–average ordinary shares outstanding- for the calculation of diluted loss per share		240,701,253			240,701,253			255,102,003
Net loss per share:
Basic	$	(0.39	)	$	(0.55	)	$	(0.20	)
Diluted	$	(0.39	)	$	(0.55	)	$	(0.20	)

- 22 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - continued

(cc) Share-based compensation

The Group recognizes the services received in exchange for awards of equity instruments based on the grant-date fair value of the award as determined by the Binomial option pricing model, net of estimated forfeitures. The estimated compensation cost is recognized using the straight-line method over the period the recipient is required to provide services per the conditions of the award. See Note 14, “Share-Based Compensation”, for further details.

(dd) Recently issued accounting pronouncements

In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption will not have a material impact on the Company’s consolidated financial statements.

3. INVENTORIES

Inventories consist of the following:

	At December 31,
	2012		2013
	$		$
Raw materials		31,080,141		11,170,602
Work-in-process		9,379,249		12,528,549
Finished goods		43,396,231		20,958,503
Inventories		83,855,621		44,657,654

In 2011, 2012 and 2013, inventories were written down by $7,765,270, $6,925,478 and $1,663,051, respectively, to reflect the lower of cost or market adjustments.

- 23 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, consist of the following:

	At December 31,
	2012			2013
	$			$
Buildings		24,236,755			62,472,729
Plant and machinery		133,014,758			144,361,757
Furniture, fixtures and equipment		10,524,286			14,117,389
Motor vehicles		1,617,620			1,665,289
		169,393,419			222,617,164
Less: Accumulated depreciation		(69,220,427	)		(88,912,568	)
		100,172,992			133,704,596
Construction in process		105,533,732			89,919,590
Property, plant and equipment, net		205,706,724			223,624,186

Depreciation expense was $17,513,454, $16,382,485 and $20,014,581 for the years ended December 31, 2011, 2012 and 2013, respectively.

Construction in progress primarily represents the construction of a research and development building that include several new production lines and the machinery under installation.

5. PREPAID LAND USE RIGHTS

	At December 31,
	2012			2013
	$			$
Prepaid land use rights, cost		30,086,477			30,086,477
Less: Accumulated amortization		(1,539,060	)		(2,201,737	)
Prepaid land use rights, net		28,547,417			27,884,740

In 2012, the Group acquired a land use right in Nanjing, Jiangsu Province from its related party, in the amount of $5.8 million, for its planned future expansion of its solar module manufacturing capacity.

Amortization expense was $300,536, $637,687 and $662,677 for the years ended December 31, 2011, 2012 and 2013.

In 2014, 2015, 2016, 2017 and 2018, the Group will record annual amortization expense of approximately $654,445.

- 24 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

6. INTANGIBLE ASSETS, NET

	At December 31,
	2012			2013
	$			$
Customer relationships		8,073,439			8,073,439
Order backlog		44,852			44,852
Others		4,485			4,485
		8,122,776			8,122,776
Less: Accumulated amortization		(6,136,155	)		(8,122,776	)
Total		1,986,621			-

Intangible assets were acquired in 2010 through the business acquisition, and amortization expense was $2,786,725, $2,852,325 and $1,986,621 for the years ended December 31, 2011, 2012 and 2013, respectively.

7. BANK BORROWINGS

	At December 31,
	2012		2013
	$		$
Short-term bank borrowings		463,554,185		304,827,038
Current portion of long-term borrowings		48,865,064		35,427,888
Long-term bank borrowings		122,859,120		265,975,939
Total		635,278,369		606,230,865

The Group's short-term bank borrowings had annual average interest rates of 6.35% and 7.01% in year 2012 and 2013, respectively. These loans represent borrowings of the Group from various financial institutions. Each of these borrowings has a term of six months to one year, and expires at various times throughout the year.

The Group's long-term bank borrowings had annual average interest rates of 4.61% and 4.74% in year 2012 and 2013, respectively. These loans represent borrowings of the Group from China Development Bank, China Import & Export Bank , Bank of Nanjing, Shanghai Rural Commercial Bank, Agricultural Bank of China (Hong Kong Branch) and Deniz Bank, with a term of thirteen months to nine years, which would expire between 2015 and 2018.

- 25 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

7. BANK BORROWINGS - continued

The short-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Fixed deposit		179.8		211.1
China Electric Equipment Group Co., Ltd.  and Group Chairman Mr. Tingxiu Lu		69.2		16.4
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Ltd., CEEG (Nanjing) Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
Jiangsu Xinde Asset Management Co., Ltd. and Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and mechinery		-		16.1
CEEG(Jiangsu) Ltd. and Group Chairman Mr. Tingxiu Lu		-		8.2
Construction in progress		1.9		4.9
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		6.6
China Electric Equipment Group Co., Ltd., CEEG (Nanjing)  Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu		-		3.3
Songjiang District SME Credit Guarantee Center		-		3.3
Shareholder of subsidiaries in Turkey		-		0.5
Group Chairman Mr. Tingxiu Lu and his stock rights  in China Electric Equipment Group Co., Ltd.		50.0		-
Bank of Nanjing and China Electric Equipment Group Co., Ltd.		39.8		-
China Electric Equipment Group Co., Ltd. and Jiangsu Xinde  Asset Management Co., Ltd.		19.7		-
Jiangsu Xinde Asset Management Co., Ltd.		20.3		-
Land use right and machinery		7.2		-
Total		387.9		303.2

- 26 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

7. BANK BORROWINGS - continued

The Group’s long-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Group Chairman Mr. Tingxiu Lu and his stock rights in Jiangsu Xinde Asset Management Co., Ltd.		-		100.0
Land use right and machinery		50.2		42.5
Group Chairman Mr. Tingxiu Lu and his stock rights in China Electric Equipment Group Co., Ltd.		-		50.0
CEEG (Jiangsu) Limited, China Electric Equipment Group Co., Ltd., and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate		-		32.8
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Limited, and Group Chairman Mr. Tingxiu Lu		-		30.6
Fixed deposit		-		26.8
Construction in progress		10.8		11.1
China Electric Equipment Group Co., Ltd. and machinery		-		7.5
The Group and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate, and CEEG (Jiangsu) Limited		31.8		-
Total		92.8		301.3

The Group has short-term credit facilities of $383.0 million from various banks to facilitate its purchase of raw materials, of which $304.8 million were withdrawn with $78.2 million available to use as of December 31, 2013. The bank facilities have no restrictions as to the use of such facilities and contain no financial covenants. These short-term credit facilities are renewable annually upon mutual agreement between the parties.

The Group has a nine-year credit facility of $142.4 million from China Development Bank to facilitate its new 200MW cell production lines and was fully withdrawn as of December 31, 2013.

The Group has a four-year credit facility of $50.0 million used to supplement working capital requirements from China Development Bank, which were fully withdrawn as of December 31, 2013.

The Group has a six-year credit facility of $21.5 million from Shanghai Rural Commercial Bank designed solely for capital expenditure purposes, which had $10.3 million of credit facility available for use as of December 31, 2013.

The Group has three-year credit facilities of $41.0 million and $7.5 million from Bank of Nanjing and Deniz Bank used to supplement working capital requirements, which were fully withdrawn as of December 31, 2013.

The Group has two-year credit facilities of $16.4 million, $11.5 million, $6.6 million and $16.5 million from Bank of Nanjing, China Construction Bank, China Merchants Bank and Agricultural Bank of China (Hong Kong), respectively, which are used to supplement working capital requirements, and $34.5 million of the credit facility are available for use as of December 31, 2013.

- 27 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

7. Bank borrowings - continued

The Group has a thirteen-month credit facility of $32.8 million from China Import & Export Bank used to supplement working capital requirements, which were fully withdrawn as of December 31, 2013.

These bank facilities have no restrictions as to their use and contain no financial covenants.

8. Fair value measurement

Recurring change in fair value

As of December 31, 2012, information about inputs into the fair value measurements of the Group's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:

	Fair Value Measurements at December 31, 2012
	Total			(Level 1)	(Level 2)			(Level 3)
Liability:
Foreign exchange forward contract	$	(72,501	)		$	(72,501	)

There were no assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2013.

Non-recurring change in fair value

Given the market capitalization was significantly less than the net asset value as of December 31, 2011, the Group fully impaired the goodwill balance of $14.8 million in year 2011. As of December 31, 2012 and 2013, the Group had no assets or liabilities remeasured at fair value on a non-recurring basis.

- 28 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

8. Fair value measurement - continued

Valuation techniques and classification

The following is a description of the fair value techniques used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy described above.

Foreign exchange forward contract: Quoted prices in active markets for identical assets are not available. The term of the forward contracts held by the Group is less than one year. Main inputs for these short-term forward contracts include foreign exchange rates, which are observable and can be obtained from third party professional pricing sources. These fair value measurements are classified as level 2.

The fair value measurement for goodwill is classified as Level 3 measurement. Fair value of the goodwill was determined by the Group based on the market approach. Determining the appropriate fair value model and calculating the fair value of these instruments requires the input of significant estimates and assumptions, some of which are unobservable.

As of December 31, 2013, the carrying amounts of accounts receivable, notes receivable, advance to suppliers, accounts payable, notes payable, advance from customers, amount due from (to) related parties and short-term borrowings approximated their fair values due to their short-term nature.

The carrying amount of the Group's outstanding convertible notes was $1.5 million and nil as of December 31, 2012 and 2013, and the estimated fair value of this debt was $0.2 million and nil as of December 31, 2012 and 2013, respectively, which were estimated using level 2 inputs such as the market quotes of similar issues.

The fair value of long-term borrowings is based on the amount of future cash flows associated with each debt instrument discounted at the Company’s current borrowing rate for similar debt instruments of comparable terms. The carrying values of the long-term borrowings approximate their fair values as all the long-term debt carry variable interest rates which approximate rates currently offered by the Company’s bankers for similar debt instruments of comparable maturities.

The fair value estimates presented above are based on pertinent information available to management as of December 31, 2012 and 2013, respectively. Although management is not aware of any factors that would significantly affect these fair value estimates, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented.

- 29 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

9. Convertible Senior Notes

On July 1, 2008, the Company issued $54.5 million aggregate principal amount (includes $4.5 million from exercise of over-allotment option in full) of Convertible Senior Notes (“Convertible Notes” or “Notes”) due June 15, 2013, with an interest rate of 4.75% per annum, payable in arrears semi-annually on June 15 and December 15, beginning on December 15, 2008. As of December 31, 2013, all such Notes had been repurchased by the Group and none of which were converted.

Conversion

Each $1,000 principal amount of the Notes will initially be convertible into 27.10 American Depository Shares, or ADSs (each ADS representing18 ordinary shares), par value $0.0001 per share at a conversion price of $36.9, subject to adjustment. The Notes are convertible into a number of ADSs equal to the conversion rate, at any time prior to the close of business on the third business day immediately preceding the maturity date. Securities may be converted only in denominations of $1,000 principal amount and integral multiples thereof.

If Notes are converted in connection with a fundamental change, as defined in the agreement for the issuance of convertible senior notes, then the conversion rate of the Notes being converted shall be increased by an additional number of ADSs. The conversion rate, including any additional ADSs added to the conversion rate in connection with a fundamental change, will not exceed 32.52 ADSs (equal to a conversion price of $30.75 per ADS). Such maximum conversion rate will be appropriately adjusted for anti-dilution conversion rate adjustments.

Redemption

In the event of a fundamental change, holders have the option to require the Company to repurchase the entire principal amount of these Notes, or the portion thereof (which is $1,000 or an integral multiple thereof), at the fundamental change Repurchase Price, together with accrued interest to, but excluding the repurchase date.

In the event of default, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the Notes to be due and payable. Upon such declaration, the principal of, and accrued and unpaid interest (including any additional amounts) on all Notes shall be due and payable immediately.

Issuance costs for the Convertible Notes amounted to $4.3 million, and were amortized through interest expense over the beneficiary period from July 2008 to June 2013, using the effective interest rate method. These capitalized costs are reported as deferred assets in Convertible bond issuance cost, and $1.1 million and $0.7 million and $0.01 million was amortized for the year ended December 31, 2011 and 2012 and 2013, respectively.

- 30 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

9. Convertible Senior Notes - continued

Share Lending Agreement

Concurrent with this offering, 1,477,000 ADSs (the "Loaned Shares") were borrowed by an affiliate of the initial purchaser of the notes pursuant to an ADS lending agreement (the "Share Lending Agreement"), and offered in a transaction registered under the Securities Act. This is designed to facilitate short sales and/or privately negotiated derivative transactions by which investors may elect to hedge their investments in the Convertible Notes.

The purpose of the arrangement, entered into with a third-party financial institution, was to provide potential investors with a means by which they could hedge their long-term exposure to the Group's equity underlying the conversion option. The Group has not received any significant cash from this arrangement, with the exception of cash collateral received from the counterparty which is included in the "restricted cash-collateral account" balance on our consolidated balance sheet.

The Loaned Shares must be returned to the Group by the earliest of (a) the maturity date of the Notes, June 15, 2013, (b) upon the Group's election to terminate the Share Lending Agreement at any time after the later of (i) the date on which the entire principal amount of the Notes ceases to be outstanding, and (ii) the date on which the entire principal amount of any additional convertible securities that the Group has in writing consented to permit the ADS Borrower to hedge under the Share Lending Agreement ceases to be outstanding, in each case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise; and (c) the termination of the Share Lending Agreement. The Group is not required to make any payment to the underwriter of the Notes ("Underwriter") or the ultimate holder of the Notes ("the ADS Borrower") upon the return of the Loaned Shares.

The Underwriter has agreed to post collateral in cash, having a market value equal to at least 100% of the market value of the Loaned Shares during the term of the Share Lending Agreement. Otherwise, the Group can demand that the Underwriter transfer to the collateral agent, a deposit equal to 100% of the market value of the Loaned Shares to the collateral account, no later than the second following business day. The collateral agent will promptly give the Group a statement setting forth the market value of all collateral upon the Group’s reasonable request and the Group has the right to audit the market value of all collateral.

The collateral agent is required to deliver to the Group any interest, distributions or dividends on the date of such interest, distribution or dividends are received. The Underwriter has agreed not to vote the Loaned Shares to the extent it is the shareholder of record. An ADS Borrower has the ability to vote without restriction.

- 31 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

9. Convertible Senior Notes - continued

Share Lending Agreement - continued

A nominal lending fee of $0.0018 per ADS was received from the ADS borrower for the use of the borrowed ADSs. The ADS Borrower will be required to return the borrowed ADSs pursuant to the ADS lending agreement by the scheduled maturity date of the notes in June 2013. The loaned ADS were accounted for as being reflected at their par value in the common stock line item of the Group’s balance sheet, with an offsetting reduction of additional paid in capital.

The Group used the proceeds from the issuance of the Convertible Notes for expansion of production capacity, for enhancement of research and development, and for general corporate purposes.

The Group has accounted for the Share Lending Agreement as the issuance of a written call option to the ADS Borrower for the fair value of the associated ADSs. The Group has recorded the call option at fair value, given the Group has no economic benefit associated with the issuance of the call option. The fair value of the call option upon issuance and subsequently is immaterial.

Although legally issued, the Group has not considered the Loaned Shares issued for accounting purposes. As a result, any cash collateral, to the extent posted by the ADS Borrower, is not considered attributable to the issuance of shares. To the extent cash collateral is posted, the Group recorded the cash as an asset on its balance sheet with an offsetting liability recorded to reflect the collateral receipt as the proceeds of a borrowing. The cash collateral posted as of December 31, 2012 is $2.1 million which is recorded as an asset under restricted cash collateral account with an offsetting liability recorded in collateral accounts payable as of December 31, 2012. As the Convertible Notes matured in June 2013, no asset or liability related to collateral account was recognized as of December 31, 2013.

As of December, 31, 2012, the fair value of outstanding loaned shares was $2.1 million. As the loaned shares are not considered issued for accounting purposes, they were excluded from the number of outstanding ordinary shares used in calculating earnings (loss) per share in 2011 and 2012. As of December 31, 2013, all loaned shares have been returned to the Group, no fair value measurement was required and they were recorded as treasury shares and included in the number of outstanding shares used in calculating loss per share in 2013.

The total issuance costs associated with the share-lending arrangement was $1.9 million. The amortization of the issuance costs was $0.5 million, $0.3 million and $0.01 million for the years ended December 31, 2011, 2012 and 2013, respectively.

In 2011 and 2012, the Group conducted open market repurchases of its Convertible Notes, and repurchased $16.5 million and $26.0 million aggregate principal amount of the Convertible Notes for a total cash consideration of $9.1 million and $15.7 million, respectively. As a result, the Group realized a net gain of $7.4 million and $10.3 million and recorded as other income in 2011 and 2012, respectively. In 2013, the Group settled the remaining $1.5 million of Convertible Notes for cash consideration of $1.5 million when they matured in June 2013.

- 32 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

10. Mainland China contribution plan

Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees' salaries. The total contribution for such employee benefits was $6.1 million, $6.2 million and $5.9 million for the years ended December 31, 2011, 2012 and 2013, respectively.

11. PROFIT APPROPRIATION

Pursuant to laws applicable to entities incorporated in the PRC, PRC subsidiaries such as Sunergy Nanjing, Sunergy Shanghai, SST, NRE, China Sunergy (Yangzhou) Co., Ltd and Lianyungang Yuanhui Solar Power Co., Ltd are prohibited from distributing their statutory capital and must make appropriations from PRC GAAP after-tax profit to other non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end); the appropriation to the other funds are at the PRC subsidiaries' discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends, loans or advances to the Company and amounted to RMB49.4 million ($7.9 million) as of December 31, 2012 and 2013. Due to a net loss in 2012 and 2013, PRC subsidiaries made no appropriation to other non-distributable reserve funds. In addition, due to restrictions on the distribution of share capital from the Company’s PRC subsidiaries, the PRC subsidiaries share capital of RMB1,789.2 million ($284.6 million) at December 31, 2013 is considered restricted. As a result of these PRC laws and regulations, as of December 31, 2013, approximately RMB 1,838.6 million ($292.5 million) is not available for distribution to the Company by its PRC subsidiaries in the form of dividends, loans or advances.

- 33 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

12. OTHER (EXPENSE) INCOME, net

	Years ended December 31,
	2011			2012			2013
	$			$			$
Foreign currency exchange gain (loss), net		(10,649,047	)		397,621			(826	)
Convertible notes repurchase gain		7,440,000			10,348,750			-
Government grants		565,076			889,239			1,921,965
Gain on disposal of subsidiaries (Note (a))		-			-			2,196,198
Compensation in relation to dispute settlement (Note (b))		-			-			1,790,214
Forgiveness of interest owe to a related party		-			-			2,436,882
Others		744,162			(148,672	)		630,354
Total		(1,899,809	)		11,486,938			8,974,787

Note:

(a) The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company’s wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd (“Jinchang New Sunshine”) and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng").

Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013.

The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net.

The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net.

The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

- 34 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

12. OTHER (EXPENSE) INCOME, net - continued

Note: - continued

(b) The compensation in relation to dispute settlement is the compensation payment from a supplier due to its failure to provide the Company with solar modules pursuant to the agreement.

13. Income TAXES

Cayman Islands

China Sunergy Cayman is not subject to tax on income or capital gain according to the current laws of the Cayman Islands.

British Virgin Islands

China Sunergy BVI is not subject to tax on income or capital gain according to the current laws of the British Virgin Islands.

Hong Kong

Sunergy Hong Kong is subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013. CSUN International (Hong Kong) Co., Ltd was incorporated in August 2012 and is subject to Hong Kong profit tax at a rate of 16.5% in 2012 and 2013. No Hong Kong profit tax has been provided as Sunergy Hong Kong and CSUN International (Hong Kong) Co., Ltd have no assessable profit that was earned in or derived from Hong Kong in the periods presented.

CSUN Trading (Hong Kong) Co., Limited was incorporated in May 2011 and is subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013.

PRC

Under the Law of the People's Republic of China on Enterprise Income Tax ("New EIT Law"), which was effective from January 1, 2008, both domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%.

Sunergy Nanjing, as a wholly foreign owned enterprise engaged in a manufacturing business, was also entitled to two years of exemption followed by three years of 50% deduction starting from its first profitable year which was 2006. In addition, Sunergy Nanjing, as a recognized High and New Technology Enterprise ("HNTE"), is entitled to preferential tax rate of 15% for a three-year validity period from 2008 to 2010.The management of the Group chose to enjoy the transitional relief rate of 12.5% from 2008 to 2010, for Sunergy Nanjing. Sunergy Nanjing renewed its certificate of HNTE in 2011, with a valid period from 2011 to 2013, and thus a 15% preferential tax rate is applied during the corresponding periods.

Sunergy Shanghai was established in November 2007 and its applicable EIT rate is 25%. Sunergy Shanghai did not have substantive operations and had incurred minimal non-operating related losses in 2011, 2012 and 2013.

SST was acquired in November 2010, which obtained the certificate of HNTE in 2009 and renewed the certificate in 2012, with a valid period from 2012 to 2014, and thus is eligible for a 15% preferential tax rate from 2009 to 2014.

NRE was acquired in November 2010 and its applicable EIT rate is 25%.

- 35 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

13. Income TAXes - continued

PRC - continued

China Sunergy (Yangzhou) Co., Ltd and Lianyungang Yuanhui Solar Power Co., Ltd were established in June 2011 and July 2013, their applicable EIT rate is 25%. They did not have substantive operations and had incurred minimal non-operating related losses.

The Group has no uncertain tax positions as of December 31, 2012 and 2013 or unrecognized tax benefits which would favorably affect the effective income tax rate. The Group does not anticipate any significant increases or decreases to its liabilities for unrecognized tax benefits within the next 12 months.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100,000 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years.

The PRC is the primary tax jurisdiction in which the Company operates. As of December 31, 2013, the Company's PRC subsidiaries remain subject to tax examination by the PRC tax authorities for the tax years 2011 through 2013 on non-transfer pricing matters, and the tax years 2004 to 2013 on transfer pricing matters. There is no statute of limitations in the case of tax evasion.

The statute of limitations in Hong Kong is 6 years.

The provision for income taxes by tax jurisdictions for the years ended December 31, 2011, 2012 and 2013 is as follows:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Loss from operations before income tax:
PRC		(111,763,011	)		(107,662,760	)		(42,999,102	)
Other jurisdictions		3,698,354			(9,635,640	)		(7,482,743	)
Total loss before income tax		(108,064,657	)		(117,298,400	)		(50,481,845	)

- 36 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

13. Income TAXes - continued

PRC - continued

	Years ended December 31,
	2011			2012			2013
	$			$			$
Current income tax expense:
PRC		(822,238	)		-			(1,981,113	)
Other jurisdictions		(2,866,755	)		(339,223	)		(1,881,831	)
		(3,688,993	)		(339,223	)		(3,862,944	)
Deferred income tax benefit (expense)
PRC		17,460,955			(17,231,276	)		1,481,687
Other jurisdictions		-			1,275,278			1,253,630
		17,460,955			(15,955,998	)		2,735,317
Total income tax benefit (expense)		13,771,962			(16,295,221	)		(1,127,627	)

A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:

	Years ended December 31,
	2011			2012			2013
PRC statutory enterprise income tax rate		25.0	%		25.0	%		25.0	%
Different tax rates in other jurisdictions		1.2	%		(0.5	)%		(3.3	)%
Other non-deductible expense for tax purposes		(0.1	)%		(0.2	)%		(5.3	)%
Effect of tax holiday		(4.9	)%		(5.2	)%		(5.5	)%
Effect of future tax rate change		(1.6	)%		7.8	%		8.3	%
50% additional deduction of R&D expense		0.8	%		0.7	%		1.2	%
Change in valuation allowance		(3.4	)%		(41.1	)%		(23.5	)%
Others		(0.9	)%		(0.4	)%		0.9	%
		16.1	%		(13.9	)%		(2.2	)%

- 37 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

13. Income TAXes - continued

	Years ended December 31,
	2011		2012		2013
Gross tax exemption	$	5,255,781	$	6,041,242	$	2,756,938
Tax holiday per share-basic	$	0.02	$	0.03	$	0.01
Tax holiday per share-diluted	$	0.02	$	0.03	$	0.01

The principal components of the deferred tax assets are as follows:

	At December 31,
	2012			2013
	$			$
Deferred tax assets:
Depreciation of property, plant and equipment		1,720,769			2,188,731
Warranty costs		4,231,091			5,058,369
Inventory write-down		932,744			517,001
Allowance for doubtful account		13,486,357			14,608,597
Net operating loss carry forwards		39,472,810			51,570,404
Fixed assets impairment		169,793			175,045
Others		64,535			49,603
Gross total deferred tax assets		60,078,099			74,167,750
Valuation allowances		(52,895,481	)		(64,754,872	)
Net deferred tax assets		7,182,618			9,412,878
Analysis as:
Current		1,727,054			1,922,242
Non-current		5,455,564			7,490,636
Total deferred tax assets		7,182,618			9,412,878

	At December 31,
	2012			2013
	$			$
Deferred tax liabilities:
Intangible assets		(956,099	)		(451,042	)
Total deferred tax liabilities		(956,099	)		(451,042	)
Analysis as:
Current		(518,592	)		(6,133	)
Non-current		(437,507	)		(444,909	)
Total deferred tax liabilities		(956,099	)		(451,042	)

- 38 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

13. Income TAXes - continued

The net operating loss carry forwards of the Group's PRC subsidiaries are approximately $193.8 million as of December 2013, mainly for SST, NRE, Sunergy Nanjing and will expire in 2018.

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible for tax purposes.

Based on the current profit, projected future profitability, and other available evidence, the Group believes that except for certain long-lived temporary differences, deferred tax assets associated with the net operating loss carried forwards and other short-term temporary differences such as bad debt allowance are not realizable. Therefore, a $64.8 million valuation allowance was recorded by the Group.

In accordance with the New EIT Law, dividends, which arise from profits of foreign invested enterprises (“FIEs”) earned after January 1, 2008, are subject to a 10% withholding income tax. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group plans to indefinitely reinvest the undistributed earnings of the Company's PRC subsidiaries. As of December 31, 2013, the Company's PRC subsidiaries have an accumulated deficit of $273.5 million. Upon distribution of any future earnings in the form of dividends or otherwise, the Company would be subject to the then applicable PRC tax laws and regulations.

14. SHARE-bASED COMPENSATION

Prior to January 1, 2008, pursuant to the company's Share Incentive Plan which allows the Company to offer share incentive awards to employees, officers, directors, individual consultants or advisors who rendered services to the Group, 2,500,000 options were authorized and 2,050,900 options were granted, which generally vest over four years and have a 10-year contract term.

On January 10, 2008, under the Share Incentive Plan, the Company further granted options to purchase 716,226 ordinary shares to certain employees at an exercise price of $1.283 per share.

On February 5, 2008, the shareholders granted approval for its Second Share Incentive Plan (the “Second Plan”). The Second Plan is open to members of the Board of the Group, as well as employees and consultants as determined by the Compensation Committee of the Board. The maximum number of shares that may be issued pursuant to the Second Plan is 4,190,748. The Company granted 2,397,301 and 1,078,785 restricted common shares to its then CEO and CFO on the same day, which vest one third annually over the following three years.

- 39 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

14. SHARE-bASED COMPENSATION - continued

On January 9, 2009, the Group granted options to purchase 260,002 and 80,640 ordinary shares to certain employees at an exercise price of $1.283 and $0.7 per share, respectively. The options expire ten years from the date of grant, with one-fourth of the options vesting on each of the following four grant date anniversaries. At the same date, the Group also granted options to purchase 100,002 ordinary shares to a consultant at an exercise price of $0.7 per share. The shares subject to the option vested on December 31, 2009 and is exercisable within 5 years from the date the option is vested.

In 2011, 2012 and 2013, the Group did not grant any additional options to employees.

The Group recorded ($108,222), $217 and nil as compensation expense (reversal) for the years ended December 31, 2011, 2012 and 2013, respectively.

The Group records share-based compensation based on the grant date fair value of the option. The weighted average grant-date fair value of options granted during year 2008 and 2009 was $1.20 and $0.22 per share, respectively, computed using the binomial option-pricing formula that uses the assumptions noted below. Expected volatilities are based on the average volatility of comparable companies with the time period commensurate with the expected time period. The Group uses historical data to estimate option exercise and employee termination within the pricing formula. The contractual life of the option is 6 to 10 years. The risk-free rate for periods within the contractual life of the option is based on the yield of US Treasury Bond.

	2009
Average risk-free rate of return	1.51%~2.40%
Expected term	6~10 years
Volatility rate	84%
Dividend yield	0%

A summary of the option activities is follows:

						Weighted average
	Number of			Weighted average		remaining		Aggregate
	Options			exercise price		contract term		intrinsic value
Outstanding at January 1, 2013		344,190		$	1.114
Forfeited		(47,070	)	$	1.283
Outstanding at December 31, 2013 (all vested and exercisable)		297,120		$	1.087		2.65	$	-

As of December 31, 2013, there was no unrecognized compensation expense related to unvested share-based compensation.

- 40 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

15. RELATED PARTY TRANSACTIONS AND BALANCES

Related party balances

Amounts due from related parties:

	Years ended December 31,
	2012		2013
	$		$
Trade related balances		63,801,695		78,319,560
Non-trade related balances		3,205,133		5,667,293
Amounts due from related parties		67,006,828		83,986,853

Trade related balances pertain to receivables and prepayments in respect of sales and inventory acquisition or land use right purchases from related parties with common ultimate investors. Details with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
CEEG (Nanjing) Semiconductor Co., Ltd.		63,801,695		74,922,671
China Electric Equipment Group Co., Limited		-		1,833,709
CEEG (Nanjing) Solar Research Institute		-		1,527,431
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		35,749
		63,801,695		78,319,560

As of December 31, 2012, the non-trade related balances were $3,205,133, of which $2,065,787 pertains to the sale of machinery from Sunergy Nanjing, SST and NRE to China Electric Equipment Group Co., Ltd., which were then exported and sold to CSUN Eurasia Energy Systems Industry and Trade Inc. and CSUN Eurasia Energy Technologies Industry and Trade Inc. (the “Turkey Entities”).

As of December 31, 2013, the non-trade related balance was $5,667,293, of which $3,963,883 pertains to the sale of machinery from SST and NRE to China Electric Equipment Group Co., Ltd., which were then exported and sold to the Turkey Entities.

- 41 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

15. RELATED PARTY TRANSACTIONS AND BALANCES - continued

Amounts due to related parties:

	At December 31,
	2012		2013
	$		$
Trade related balances		56,319,984		6,609,510
Non-trade related balances		14,262,486		5,188,009
Amounts due to related parties		70,582,470		11,797,519

Trade related balances pertain to payables and pre-collected amounts in respect of rental, inventory purchases and sales to/from related parties with common ultimate investors. Details of trade related balances with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		3,181,214
China Electric Equipment Group Co., Ltd.		-		454,759
CEEG (Nanjing) Intelligent Technology Co., Ltd.		-		190,067
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		1,701,026
CEEG (Nanjing) Semiconductor Co., Ltd.		56,319,984		1,082,444
		56,319,984		6,609,510

CEEG (Nanjing) Semiconductor Co., Ltd. (“CEEG Semi”) is a processor of ingot and wafers, with capacity of 20 MW per year. The Company purchased wafers from CEEG Semi beginning in 2009 and the purchase price approximates market price. As of December 31, 2012 and 2013, the Group had payable balances of $56.3 million and $1.1 million to CEEG Semi, respectively, for the purchase of raw materials.

As of December 31, 2012, the non-trade related balances were $14.3 million, of which $11.4 million pertains to the short-term borrowings from CEEG Semi and the related interest expense and the rest pertains to the Turkey Entities’ purchase of machinery from China Electric Equipment Group Co., Ltd. and the prepaid electricity fee from CEEG Semi.

As of December 31, 2013, the non-trade balances were $5.2 million, of which $4.1 million pertains to the Turkey Entities’ purchase of machinery from China Electric Equipment Group Co., Ltd. and the rest pertains to the prepaid electricity fee from CEEG Semi.

- 42 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

15. RELATED PARTY TRANSACTIONS AND BALANCES - continued

Related party transactions

Other than as disclosed in Note 7, details of related party transactions are as follow:

sales to related parties with common ultimate investors:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
CEEG Nanjing International Trade Co., Ltd.		4,682		-		-
CEEG (Nanjing) Solar Research Institute		10,113,561		4,997,073		1,450,689
CEEG (Nanjing) Semiconductor Co., Ltd.		15,609		-		247,563
China Electric Equipment Group (Hong Kong) Co., Limited		36,250		245,341		71,852
China Electric Equipment Group Co., Limited		-		51,216		7,435,809
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		537,278		606,322
CEEG Korea Co., Ltd.		-		1,393		-
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		38,893
		10,170,102		5,832,301		9,851,128

purchase of raw materials from related parties with common ultimate investors are as follows:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
China Electric Equipment Group Co., Ltd.		-		-		4,778,993
CEEG (Nanjing) Semiconductor Co., Ltd.		73,351,421		32,011,217		21,449,705
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		4,811,590
CEEG (Jiangsu) Insulative New Material Co., Ltd.		21,670		3,852,558		6,181,715
CEEG (Nanjing) Special Transformer Co., Ltd.		-		-		181
		73,373,091		35,863,775		37,222,184

In February 2011, Sunergy Nanjing purchased equipment and technology services from CEEG (Nanjing) Solar Research Institute in the amount of approximately $0.8 million in connection with the building of an integrated photovoltaic system to be installed in the Group’s Nanjing facilities.

In March 2011, NRE purchased a manufacturing site and ancillary premises of approximately 25,000 square meters from CEEG (Nanjing) Special Transformer Co., Ltd. in the amount of approximately $8.0 million.

Since December 2012, the Group set up cell and module plants in Turkey and transferred some machinery from SST and NRE to the new plants in Turkey through China Electric Equipment Group Co., Ltd. in the amount of $1.6 million and $2.1 million in 2012 and 2013, respectively.

- 43 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

15. RELATED PARTY TRANSACTIONS AND BALANCES - continued

Related party transactions - continued

Short-term borrowings from CEEG Semi, with common ultimate investors, are as follows:

	Years ended December 31,
	2011		2012			2013
	$		$			$
Opening balance		-		-			(9,545,760	)
Borrowings		-		(116,935,560	)		(28,713,240	)
Repayment		-		107,389,800			38,259,000
Closing balance		-		(9,545,760	)		-

In 2012, the Group and CEEG Semi entered into certain short-term borrowing agreements, under which the Group borrowed $116.9 million with a term of six months, with an interest rate comparable to a bank loan over the same period. Such loan was made for the purpose of the Group’s operation. As of December 31, 2012, the Group has repaid $107.4 million. In 2013, $28.7 million was borrowed from CEEG Semi and all have been repaid as of December 31, 2013. In 2013, CEEG Semi forgave the interests of these borrowings and the accrued interests amounted to $2.4 million were reversed and recorded in “Other income (expense), net”.

In 2013, the Group lent CEEG Semi an interest-free loan amounting to $44.3 million, which was subsequently collected as of October 31, 2013.

- 44 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

16. COMMITMENTS AND CONTINGENCIES

a) Operating lease commitments

The Group has operating lease agreements principally for staff quarters and for warehouse premises in the PRC. Such leases have remaining terms generally within 48 months, and are renewable upon negotiation. Rental expense was $2,086,451, $1,274,139 and $1,677,533 for the years ended December 31, 2011, 2012 and 2013, respectively.

Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2013 were as follows:

Twelve-month period ending December 31,

2014	$	1,837,773
2015	$	1,684,326
2016	$	105,598
2017	$	58,051
2018	$	29,523
Over 5 years	$	61,507
	$	3,776,778

b) Purchase commitments

	At December 31,
	2011		2012		2013
	$		$		$
Commitments to purchase property, plant and equipment (1)		51,095,125		20,415,660		13,356,755
Commitments to purchase silicon raw materials (2)		1,314,053,548		899,304,092		845,131,131
		1,365,148,673		919,719,752		858,487,886

(1) Future payment required for purchase of property, plant and equipment are as follows:

Twelve-month period ending December 31,
2014	$	12,672,844
2015	$	666,323
2016	$	17,588
Total	$	13,356,755

- 45 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

16. COMMITMENTS AND CONTINGENCIES - continued

b) Purchase commitments - continued

(2) As of December 31, 2012, the Group had entered into certain long-term silicon procurement contracts, under which the Group agreed to purchase silicon wafers in an aggregate quantity of approximately 986 million pieces over the next four years at the price determined monthly.

Based on the prevailing market as of December 31, 2013, future payments required under these long-term supply agreements are as follows:

Twelve-month period ending December 31,
2014	$	281,710,377
2015	$	281,710,377
2016	$	281,710,377
Total	$	845,131,131

17. SEGMENT INFORMATION

The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. Based on this assessment, the Group has determined that it operates in a single reportable segment that includes the design, development, and manufacture of solar cells and modules. The following table summarizes the Group's revenues generated from different geographic locations in which customers are based:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Europe:
- Germany		57,314,051		65,979,111		43,997,078
- Italy		170,680,970		45,429,510		7,747,266
- Spain		4,432,090		656,723		1,558,828
- Belgium		46,114,145		1,953,916		1,319,670
- France		58,439,157		19,758,758		48,504,587
- Czech Republic and Slovakia		28,259,894		5,699,269		1,806,237
- Bulgaria		-		22,300,958		1,886,258
- United Kingdom		-		11,844,591		6,055,612
- Others		42,375,518		34,582,052		36,316,562
Europe total		407,615,825		208,204,888		149,192,098
PRC		38,086,463		29,148,928		97,038,992
India		49,415,452		867,177		26,943,051
South Korea		7,234		14,244		-
Australia		32,599,218		39,605,278		7,783,075
America		3,991,732		1,932,147		1,837,797
Japan		-		-		31,313,082
Others		34,575,831		12,948,699		2,077,599
Total net revenues		566,291,755		292,721,361		316,185,694

Substantially all the identifiable assets of the Group are located in the PRC.

- 46 -

CHINA SUNERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars, except share data and unless otherwise stated)

18. SUbsequent events

On March 27, 2014, the Group has signed a share transfer agreement with its affiliated company, China Electric Equipment Group Co., Ltd., under which the Group agreed to sell and China Electric Equipment Group Co., Ltd. agreed to purchase, 100% of the equity interest in Sunergy Shanghai, a non-operating subsidiary of the Company, for a total consideration of approximately RMB 231.2 million (US$37.7 million). As a result, the Group expects to receive the cash proceeds of approximately RMB 79.6 million (US$13.0 million) from the transaction in the second quarter of 2014. The remaining consideration will be settled through forgiveness of the amount due from the Group by Sunergy Shanghai.

*    *    *    *    *    *

- 47 -

Additional information-financial statements schedule 1

china sunergy co., ltd.

Financial information for parent company

BALANCE SHEET

(In U.S. dollars, except for share data)

	December 31,
	2012			2013
	$			$
ASSETS
Current assets:
Cash		298,551			401,680
Amount due from subsidiaries		81,419,439			79,100,696
Other receivables		160,086			221,884
Restricted cash-collateral account		2,097,340			-
Convertible senior notes issuance cost		15,934			-
Total current assets		83,991,350			79,724,260
Investments in subsidiaries		(73,268,494	)		(123,416,770	)
Property, Plant and Equipment, net		-			3,511
Total assets		10,722,856			(43,688,999	)
Liabilities and equity:
Liabilities:
Other liabilities		795,426			42,799
Collateral account payable		1,500,000			-
Convertible senior notes payable		2,097,340			-
Total current liabilities		4,392,766			42,799
Total liabilities		4,392,766			42,799
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 2013)		26,729			24,070
Additional paid-in capital		185,367,042			185,367,042
Treasury shares (at par value of $0.0001)		-			2,659
Accumulated deficit		(214,587,069	)		(265,196,150	)
Accumulated other comprehensive income		35,523,388			36,070,581
Total equity (deficit)		6,330,090			(43,731,798	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)		10,722,856			(43,688,999	)

- 48 -

china sunergy co., ltd.

Statement of operations

(In U.S. dollars)

	Year ended December 31,
	2011			2012			2013
	$			$			$
General and administrative expenses		(706,531	)		(1,982,550	)		(1,367,729	)
Total operating expenses		(706,531	)		(1,982,550	)		(1,367,729	)
Loss from operations		(706,531	)		(1,982,550	)		(1,367,729	)
Interest expense		(3,794,996	)		(1,426,848	)		(67,583	)
Interest income		755,895			929,636			1,568,461
Equity in losses of subsidiaries		(99,222,232	)		(141,703,447	)		(50,695,469	)
Other income (expense), net		8,675,169			10,602,545			(46,761	)
Net loss		(94,292,695	)		(133,580,664	)		(50,609,081	)

- 49 -

china sunergy co., ltd.

Statement of COMPREHENSIVE INCOME (Loss)

(In U.S. dollars)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Net loss		(94,292,695	)		(133,580,664	)		(50,609,081	)
Other comprehensive income:
Foreign currency translation adjustments, net of tax impact of nil for 2011, 2012 and 2013		6,678,512			824,123			547,193
Comprehensive loss		(87,614,183	)		(132,756,541	)		(50,061,888	)

- 50 -

china sunergy co., ltd.

Statement of cash flows

(In U.S. dollars)

	Year ended December 31,
	2011			2012			2013
	$			$			$
Operating activities:
Net loss attributable to China Sunergy Co., Ltd.		(94,292,695	)		(133,580,664	)		(50,609,081	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in gains/losses of subsidiaries		99,222,232			141,703,447			50,695,469
Share-based compensation		(108,222	)		217			-
Gain on repurchase of convertible senior notes		(7,440,000	)		(10,348,750	)		-
Amortization of convertible senior notes		1,630,060			964,750			15,934
Others		(223,637	)		(256,363	)		-
Changes in operating assets and liabilities:
Other receivables		200,758			(52,466	)		(61,798	)
Other liabilities		(876,334	)		(11,832	)		(752,627	)
Amounts due from subsidiaries		(1,300,418	)		15,517,779			2,318,743
Net cash provided by (used in) operating activities		(3,188,256	)		13,936,118			1,606,640
Investing activity:
Decrease in restricted cash		11,250,000			-			-
Purchase of PPE		-			-			(3,511	)
Net cash provided by (used in) investing activity		11,250,000			-			(3,511	)
Financing activities:
Payment of convertible senior notes repurchase		(9,060,000	)		(15,651,250	)		(1,500,000	)
Net cash used in financial activities		(9,060,000	)		(15,651,250	)		(1,500,000	)
Net increase (decrease) in cash and cash equivalents		(998,256	)		(1,715,132	)		103,129
Cash and cash equivalents at the beginning of the year		3,011,939			2,013,683			298,551
Cash and cash equivalents at the end of the year		2,013,683			298,551			401,680
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received in connection with Share Lending Aggrement		(16,867,340	)		443,100			-

- 51 -

Notes to Schedule 1

1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

2) The condensed financial information of China Sunergy Co., Ltd. has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries.

3) Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the Consolidated Financial Statements of the Company.

4) As of December 31, 2013, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed the Consolidated Financial Statement, if any.

*     *     *     *     *     *

- 52 -

EX-4.43

Exhibit 4.43

English Translation for Reference Only

Share Transfer Agreement of China Sunergy (Shanghai) Co., Ltd

This Share Transfer Agreement (this “Agreement”) is made and entered into on March 26, 2014

BY AND AMONG:

China Sunergy (Nanjing) Co., Ltd. (“CSUN”)

Address: 123 Focheng West Road, Jiangning Economic and Technical Development Zone, Nanjing

Legal representative: Lu Tingxiu

China Sunergy (Hong Kong) Co., Ltd. (“CSUN HK”)

Address: FLAT/RM 1105 11/F LIPPO CENTRE TOWER 189 QUEENSWAY ADMIRALTY HK

Legal representative: Lu Tingxiu

(The above two parties are hereinafter referred to as the “Transferors” collectively)

China Electric Equipment Group Co., Ltd. (“CEEG”, the “Transferee”)

Address: 6 Shuige Road, Jiangning Economic and Technical Development Zone, Nanjing

Legal representative: Lu Tingxiu

The parties in the above are hereinafter referred to as a “Party” individually and the “Parties” collectively.)

WHEREAS:

1. China Sunergy (Shanghai) Co., Ltd. (the “Company”) is a Sino-foreign limited liability company duly established by the Transferors and validly existing under the PRC Laws, the detailed information of which is set forth in Appendix 1 hereto.

2. The Transferors are shareholders of the Company and holds 100% shares of the Company jointly.

3. The Transferors unanimously agree to transfer to the Transferee and the Transferee agrees to acquire from the Transferors 100% shares held by the Transferors in the Company on the terms and conditions set forth in this Agreement.

NOW THEREFORE, on the basis of equality and mutual benefit and in good faith, the Parties agree as follows through full consultations:

Article 1     Definitions and Interpretations

1.1 Definitions Unless otherwise specified herein, the following terms shall have the meanings ascribed them below:

1

PRC or China	means the People’s Republic of China, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
PRC Laws	means laws, regulations, judicial interpretations and administrative rules officially promulgated by the Chinese legislative authorities at each level and other competent authorities.
Agreement	means this Share Transfer Agreement.
Assets Appraisal Report	means No.[2013] 09 Assets Appraisal Report issued by CANWIN Asserts Appraisal Ltd Shanghai branch.
Benchmark Date of Assets Appraisal	means date June 30, 2013. as used in the Appraisal Report issued by canwin Assets Appraisal Ltd shanghai branch as Benchmark Date of Assets Appraisal
Business	means the business conducted and to be conducted by the Company on or prior to and after the date of the Share Transfer pursuant to this Agreement.
Encumbrances	means mortgage, pledge, lien or other third party’s interests or other rights or claims that may be exercised or filed by third parties.
Share Transfer	means the transfer by the Transferors to the Transferee and the acquisition by the Transferee from the Transferors of the 100% shares held by the Transferors in the Company on the terms and conditions set forth in this Agreement.
Approval Authority	means the original examination and approval authority at the time of establishment of the Company.
AIC	means Shanghai Administration of Industry and Commerce
RMB	means the legal currency of the PRC.
Conditions Precedent	means the conditions precedent to the Second Batch Price payment as specified in Article 4 hereof.
Land	means the land plot No.V-25C in Songjiang District of Shanghai Municipality the land use right of which belongs to the Company.

2

Social Insurance	means the pension, medical insurance, work-related insurance, unemployment insurance and maternity insurance prescribed by the PRC Laws.
Leased Properties	means all the properties leased by the Company currently, including plants, offices, employee dormitories and cafeteria.
Working Day	means a day other than Saturday, Sunday or holidays prescribed by the PRC Laws.

1.2 Interpretations

In this Agreement, unless the context otherwise requires:

(a) References to articles, sections, subsections, appendices, recitals or preambles are to articles, sections, subsections, appendices, recitals or preambles of or to this Agreement; articles, sections, subsections, appendices, exhibits, recitals or preambles constitute part of this Agreement;

(b) The table of contents and headings in this Agreement are for convenience only and shall not affect the meaning and interpretation of this Agreement;

(c) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d) The words “hereof”, “herein”, “hereby” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) Terms defined herein, when used in any certificates or other documents made or delivered in accordance with this Agreement, shall have the meanings ascribed to them, unless otherwise specified therein;

(f) Any Law defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes;

(g) References to a person shall also include its permitted successors or assigns; and

(h) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

1.3 The Appendices form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Appendices.

3

Article 2     Share Transfer

2.1 Subject to the terms and conditions of this Agreement, the Transferors agree to transfer to the Transferee and the Transferee agrees to accept from the Transferors on the date of this Agreement the entire shares of the Company, together with all the rights, title and interests attaching thereto as at the date hereof (the “Shares”).

2.2 The Transferors hereby acknowledge and warrant that the Shares are free from any Encumbrances, and that the Transferee will obtain all the entire powers and rights attached to the Shares after it fully pays the Second Batch Price Price (as defined below) on the terms and conditions of this Agreement.

Article 3     Share Transfer Purchase Price and Payment

3.1 The Parties have determined that the share transfer price is RMB 231,200,000 (the “Share Transfer Price”). The amount payable to CSUN is RMB 173,400,000 and the amount payable to CSUN HK is RMB 57,800,000 (according to the foreign exchange rate of USD against RMB=1: 6.1325 on November 30, 2013) (“CSUN HK paid-up amount”).

The Parties hereby agree that, as the consideration for the company to waive the payables of CSUN to the company, namely, RMB 151,566,211.82 in total, CSUN hereby agrees to exempt the payment obligation of share transfer price of the Transferee within the abovementioned payables limit. Based on the abovementioned waiver and exemption, the share transfer price which shall be paid by the Transferee to CSUN actually is RMB 21,833,788.18 (RMB Twenty-one Million Eight Hundred and Thirty-three Thousand and Seven Hundred and Eighty-eight Point Eighteen) (CSUN paid-up amount and CSUN HK paid-up amount are collectively called “paid-up amount”). The Parties agree that the paid-up amount will be paid by RMB and USD to CSUN and CSUN HK respectively.

3.2 The Transferor and Transferee agree that the paid-up amount shall be paid according to the followings:

(a) The Transferee shall pay the Transferors 30% of their paid-up amount respectively within one (1) month from the date the Agreement is signed, and the total amount is RMB 23,890,136.45 (RMB Twenty-three Million Eight Hundred and Ninety Thousand and One Hundred and Thirty-six Point Forty-five) (“First Batch Price”).

(b) Upon the satisfaction or waiver by the Transferee of all the Conditions Precedent specified in Article 4 hereof, the CSUN representing the Transferors shall deliver to the Transferee originals or certified true copies of letters, certificates, documents and other written materials proving the satisfaction of such Conditions Precedent. The Transferee shall, within three (3) Working Days of its receipt of such documents and materials, issue a written response to CSUN, confirming the satisfaction of the Conditions Precedent or explaining in details the reasons that it believes the non-satisfaction of the Conditions Precedent. On the second day of the date when it confirms in writing the satisfaction of the Conditions Precedent or on the second day of the expiry date of the aforesaid three-day period in case the Transferee fails to respond within such period (the “Second Batch Price Payment Date”), the Transferee shall pay 40% of their paid-up amount to the Transferors respectively and the total amount is RMB 31,853,515.27 (RMB Thirty-one Million Eight Hundred and Fifty-three Thousand and Five Hundred and Fifteen Point Twenty-seven) (“Second Batch Price”). The Parties agree that this amount shall be paid within two (2) months the execution of the Agreement the latest.

4

(c) On the date of the completion of the change of registration with the AIC and the obtainment of the new business license from the AIC (“Price Pay-off Date”), the Transferee shall pay the remaining of their paid-up amount to the Transferors respectively and the total amount is RMB 23,890,136.45 (RMB Twenty-three Million Eight Hundred and Ninety Thousand and One Hundred and Thirty-six Point Forty-five). The Parties agree that this amount shall be paid within three (3) months the execution of the Agreement the latest.

3.3 The Transferors shall deliver all the seals and stamps and other relevant certificates and licenses held by the Company to the Transferee upon the payment of the Second Batch Price.

3.4 If the Conditions Precedent specified in Article 4 hereof have not been satisfied or waived within 120 days of the execution of this agreement, then by a prior written notice, the Transferee may:

(a) terminate this Agreement without bearing any liability; or

(b) make payment according to the adjusted paid-up amount, if the Transferors and the Transferee agree to adjust the amount of the Share Transfer Price

Article 4     Conditions Precedent to the Second Batch Price Payment

4.1 The payment by the Transferee to the Transferors of the Second Batch Price shall be conditioned upon the satisfaction of the following conditions, unless all or parts of such conditions are waived by the Transferee in writing:

(a) The approval for changes in shares of foreign-invested enterprises has been issued by the Approval Authority with respect to the Share Transfer;

(b) No material adverse changes occur to the financial condition, operation, assets, creditor’s rights, liabilities, revenue, prospect or other aspects of the Company, and no material changes occur in the ordinary course of business of the Company from the Benchmark Date of Assets Appraisal Report to the Second Batch Price Payment Date.

(c) The Company or the Transferors has performed its obligation to notify the relevant lending banks or has obtained the consent of the relevant lending banks with respect to the Share Transfer, if such notice or consent is required in the loan agreement;

(d) Each director of the Company has executed a resignation to confirm his/her waiver of all his/her rights and to state that he/she will not make and has not made any claims against the Company in the capacity of director or for other reasons; for the avoidance of doubt, the resignation will become effective upon the application of the registration of the Share Transfer with the AIC;

5

(e) The authorized signatory of all the bank accounts of the Company has been changed into the person designated by the Transferee in writing;

(f) Each representation and warranty made by the Transferors under this Agreement are true, correct, accurate and not-misleading in all material aspects as at the Second Batch Price Payment Date;

(g) The Transferors have performed and complied with each covenant, undertaking and obligations this Agreement requires them to perform and comply with on or prior to the Second Batch Price Payment Date;

(h) CSUN HK or the Transferee has obtained the tax payment opinion (if necessary) from the relevant tax authority and completed relevant foreign exchange approval formalities with respect to overseas payment of the paid-up amount of CSUN HK (if necessary);

4.2 For the avoidance of doubt, if no waive is made by Transferee, in order to prove the satisfaction of the Conditions Precedent specified herein, the Transferors shall submit a written confirmation to the Transferee, stating that (1) the representations and warranties specified in Article 6 hereof and Appendix 2 hereto are true, accurate and complete in all aspects as of the Second Batch Price Payment Date; (2) the undertakings and obligations contained herein have been complied with by the Transferors in all aspects during the period from the date hereof to the Second Batch Price Payment Date; and (3) no event or circumstance which have had or will have an material adverse effect has occurred during the period from the Benchmark Date of Assets Appraisal Report to the Second Batch Price Payment Date.

Article 5     First Batch Price Post Obligations

5.1 Following the First Batch Price Payment Date, the Transferors shall and shall promote the Company to, as soon as possible, prepare such documents and materials and go through such formalities as are necessary for handling change registration with the AIC, and shall file an application for registering the change in the Company to the AIC.

5.2 Following the Price Pay-off Date, the Transferors shall, at the request of the Transferee and the Company, assist the Company to go through the formalities of change registration of relevant certificates and licenses necessary for the operation of the Company.

Article 6     Representations and Warranties

6.1 Each Party hereby represents and warrants to the other Parties, that:

(a) it has full power and authority (including necessary government approvals and internal approvals) to execute and perform this Agreement;

6

(b) the execution, delivery and performance of this Agreement to which it is a party will not violate in any way its business license, certificate of incorporation, articles of association, or any applicable laws, authorizations or approvals, or any provisions of any contractual arrangements to which it is a party or is otherwise bound;

(c) its representative has been fully authorized to sign this Agreement on its behalf;

(d) no lawsuit, arbitration or other legal or government proceedings undisclosed is subsisting or pending, or to the best of such Party’s knowledge, threatened in writing or affecting the performance of its obligations hereunder; and

(e) it shall execute all documents and take all actions necessary to effect the Share Transfer.

6.2 In addition to the representations and warranties made jointly and severally under Appendix 2 hereto, each of the Transferors further represents and warrants jointly and severally to the Transferee that:

(a) it is the sole legal owner of the entire Shares held by it;

(b) the Shares are free and clear of any Encumbrance, preemptive right, right of first refusal or other third party option or other right;

(c) no event or circumstance which has or is likely to havea material adverse effect subsist as at the date of this Agreement and the Second Batch Price Payment Date;

(d) all information, documents, materials relating to the operation of the Company, including without limitation contingent liabilities, have been provided to the Transferee or the Transferee’s agent without any concealment or material omission.

6.3 Each of the Transferors hereby undertakes to notify and procure the Company to notify the Transferee upon becoming aware of any event which may cause any of the representations and warranties to be incorrect, misleading or breached or which may have an adverse effect on the assets or liabilities of the Company, and, until the Price Pay-off Date, to keep the Transferee updated on a continuous basis for any information which may be helpful to correct, complete, supplement or renew the provided information in relation to any matters disclosed in this Agreement and the Appendices attached hereto.

6.4 Each of the representations and warranties shall be construed as a separate and independent representation and warranty and shall not be limited or restricted by the terms of any other representations and warranties.

6.5 The Transferee explicitly commits that, from the Price Paid-off Date, it will not engage any competitive businesses same as or similar to those of China Sunergy Co., Ltd. and its subsidiary/holding company by taking advantage of any assets of the company or owned by the Transferee.

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Article 7     Indemnification

7.1 The Transferors hereby agree to jointly and severally compensate for the losses suffered by the Transferee arising directly in connection with or from:

(a) the breach of any representation and warranty made by them herein within the valid term of the representations and warranties;

(b) the breach of any undertaking or obligations contained herein.

7.2 If the Transferee is aware of any circumstance specified herein under which it may suffer losses, it shall notify the Transferors immediately and reasonably, provide the Transferors with an opportunity to fully defend itself and mitigate the losses, and the Transferors shall fully cooperate with the Transferee to minimize the possible losses by legal and effective means. With respect to disputes, controversies, lawsuits, actions and proceedings relating to the losses, the Transferee shall not waive or omit the exercise of any of its rights in any forms against third parties without the prior written consent of the Transferors. The Transferors are not required to be liable for the magnification of losses resulting from the omission by the Party suffering losses of exercise of its rights or of waiver of its rights. Where the Transferor is remiss of cooperation, thereby the losses are not effectively recovered, the Transferor shall jointly assume the losses suffered by the Transferee.

7.3 The provisions of Article 7 hereto shall not preclude any other rights available to the Transferee under this Agreement or applicable laws or the Transferee’s right to seek any other remedies.

Article 8   Termination

8.1 This Agreement may be terminated under any of the following circumstances:

8.1.1 by the parties by agreement;

8.1.2 by the parties pursuant to Article 3.4 hereof;

8.1.3 by the Transferors if the Transferee fails to pay the Second Batch within thirty (30) days of the date when all the Conditions Precedent specified in Article 4 hereof are satisfied or deemed to be satisfied or waived, unless the Parties unanimously agree in writing to extend the time limit for payment of the Second Batch Price; or

8.1.4 by the Transferors (in case of breach by the Transferee) or the Transferee (in case of breach by the Transferors) if the Transferee or the Transferors materially breach the representations and warranties or its other obligations hereunder, which have material adverse effects, and the Transferee or the Transferors fail to remedy such breach to the satisfaction of the Transferors (in case of breach by the Transferee) or the Transferee (in case of breach by the Transferors) within thirty (30) days of its receipt a relevant written notice.

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8.2 Upon the termination of this Agreement, if the Transferee has paid part or whole of the paid-up amount to the Transferors, such Share Transfer Price shall be returned to the Transferee pursuant to this Agreement, provided however that the Transferee has committed a breach of this Agreement; if the AIC has registered the Shares under the name of the Transferee, the Company and the Transferee shall apply to the Approval Authority for approval of share change, and after such approval of the Approval authority for share change is issued, the formalities of change registration with the AIC shall be gone through immediately to re-register the Shares under the name of the Transferors .

8.3 If the provisions of this Article 8 are terminated, this Agreement other than Articles 9 and 13 shall become invalid. Unless otherwise agreed by the Parties, the termination of this Agreement shall not hinder the exercise and performance of the rights and obligations of the Parties accrued prior to such termination.

Article 9  Confidentiality

9.1 The Parties shall use all their reasonable efforts to keep, and shall ensure that their respective affiliates and senior officers, employees, agents, banks, accountants, legal advisors and other relevant personnel will keep the following information (the “Confidential Information”) confidential:

9.1.1 All information relating to the Share Transfer, including without limitation this Agreement and the progress of the Share Transfer;

9.1.2 Any information (in oral or in writing or in other forms) for which any Party has taken protective measures, or which has been designated to be of confidential nature, or the ownership of which belongs to any Party; and

9.1.3 Relevant information on the other Parties that a Party may receive as a result of its participating in the Share Transfer.

9.2 No Party may disclose the Confidential Information to any third party without the prior written consent of the other Parties.

9.3 The Confidential Information shall not include the following information:

9.3.1 which is or becomes available to the public through no breach of the confidentiality obligation; and

9.3.2 which is development independently or received legally without breaching the confidentiality obligation.

9.4 If a Party is required to disclose the Confidential Information by the applicable laws or by binding judgments, orders or demands of competent courts, any governmental authorities, agencies or regulatory authorities or any other authorities having jurisdiction, such Party shall not be deemed to have breached the confidentiality obligation specified in this article, provided that such Party shall give a prior written notice to the other Parties and shall consult with the other Parties for the purpose of avoiding or mitigating the losses of the other Parties due to such disclosure.

9

Article 10     Amendment and Waiver

10.1 Any amendment to this Agreement shall become effective after it is signed by the Parties in writing and approved by the Approval Authority.

10.2 Any waiver of the provisions hereof and rights and obligations shall become effective after it is signed by the waiving Party in writing and on the date when it is approved by the Approval Authority if such approval of the Approval Authority is required.

Article 11     Assignment

11.1 No Party may assign or transfer any of its rights or obligations hereunder and any attempted transfer or assignment shall be null and void.

Article 12     Expenses

12.1 Each Party shall bear its own expenses incurred in connection with the preparation, negotiation, consultation and execution of this Agreement and all related matters, including without limitation legal service fee, financial audit fee, organizational structure change cost, and expense of negotiation, consultation and execution of this Agreement. The detailed provisions are as follows:

12.1.1 The Transferee shall bear the legal fee and financial audit fee paid by the Transferee relating to the Share Transfer;

12.1.2 Unless otherwise specified herein, each Party shall bear all the stamp duty, income tax and any other taxes on net profits arising from the execution, delivery and performance of this Agreement, in each case, payable by it.

Article 13     Governing Law and Dispute Resolution

13.1 The validity, interpretation, performance of and resolution of disputes in connection with this Agreement shall be governed by the PRC Laws.

13.2 Any dispute or claim arising from or in connection with this Agreement or any matter relating to the breach, termination or invalidity of this Agreement (including disputes over the validity of this Agreement or this article) shall be resolved by the Parties through friendly consultation.

13.3 If the Parties fail to resolve a dispute through consultation and mediation within thirty (30) days of the issuance by a Party to the other Parties of a notice confirming the occurrence of the dispute, such dispute shall be submitted to Shanghai International Arbitration Center (“Arbitration Center”) for arbitration in Shanghai in accordance with its arbitration rules.

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13.4 Arbitration pursuant to this Article 13 shall be conducted by an arbitration panel consisting of three (3) arbitrators, one of whom shall be appointed by the Transferors jointly, one shall be appointed by the Transferee, where the Transferors fail to appoint an arbitrator within fifteen (15) days, the Arbitration Center shall appoint an arbitrator for the Transferors. The chief arbitrator shall be elected in accordance with the arbitration rules then in force. The arbitration shall be conducted in Chinese.

13.5 The arbitral award shall be binding upon the Parties and the Parties agree to be bound by and comply with the arbitral award. The court or other judicial authorities having jurisdiction over the Party against with the arbitral award is rendered or the assets of such Party may enforce the arbitral award. Unless otherwise specified in the arbitral award, the arbitration expense and the enforcement fee of the arbitral award shall be borne by the losing Party.

Article 14     Notices

14.1 All notices, demands, requests, waivers, consents, approvals or other communications (the “Notices” collectively) shall be in writing with a copy kept by the delivering Party, shall be signed by the legal or authorized representative of the delivering Party, and shall be delivered to the following addresses or facsimile numbers or such other addresses or facsimile numbers as may be notified:

To: China Electric Equipment Group Co., Ltd.

Address: 6 Shuige Road, Jiangning Economic and Technical Development Zone, Nanjing

Facsimile:

Attn:

To: China Sunergy (Hong Kong) Co., Ltd.

Address: FLAT/RM 1105 11/F LIPPO CENTRE TOWER 189 QUEENSWAY ADMIRALTY HK

Facsimile:

Attn:

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

Address: 123 Focheng West Road, Jiangning Economic and Technical Development Zone, Nanjing

Facsimile:

Attn:

11

14.2 Any notice given by any Party shall be correctly addressed. Unless otherwise specified herein, a notice may be sent by hand delivery, airmail, facsimile or recognized courier service. If a notice is sent by hand delivery or recognized courier service, it shall be deemed to be served even if the addressee refuses to sign in. Any notice correctly addressed shall be deemed to have been duly served under the following circumstances:

14.2.1 at the time it is sent to the mailing address of the addressee and signed in by or on behalf of the addressee (with the exception of the addressee refuses to sign in)if by hand delivery (including by recognized courier service);

14.2.2 seven (7) Working Days after the date of posting if by airmail;

14.2.3 at the time the transmission confirmation report is received if by facsimile.

14.3 Any Party may change each item of its contact information specified herein, provided that a formal notice shall be given to the other Parties. The new contact information stated in the foregoing notice shall become effective on the date specified below:

14.3.1 an effectiveness date specified in the notice; or

14.3.2 ten (10) days after the giving of the notice if no effectiveness date is specified therein or the effectiveness date specified in the notice is less than ten (10) days from the date of giving thereof.

Article 15     Signing and Effectiveness

15.1 This Agreement shall take effect after it is executed by the representative representatives of the Parties and approved by the Approval Authority.

Article 16     Miscellaneous

16.1 This Agreement shall be binding upon the successors of the Parties. The successors of the Parties shall be entitled to the rights, interests, obligations and liabilities of the Parties hereunder.

16.2 No failure to exercise or delay in exercising any right or remedy hereunder by any Party shall be deemed as a waiver thereof, nor any single or partial exercise of any right or remedy hereunder shall hinder the further exercise or other exercise thereof or the exercise of other rights or remedies. The rights and remedies specified herein shall be in addition to other rights or remedies available under the applicable laws, unless otherwise specified by the applicable laws or unless the Parties have provided restrictions on such rights and remedies.

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16.3 This Agreement will supersede and preclude all agreements and arrangements among the Parties (or by any Party) with respect to any matter hereunder, and such agreements and arrangements, if any, shall become invalid on the date of signature of this Agreement.

16.4 If any provision of this Agreement is deemed (or becomes) illegal, invalid or unenforceable in any aspect, the validity and enforceability of the other provisions hereof shall not be affected or impaired.

Article 17     Headings

17.1 Headings of articles are inserted for convenience of reference and shall not affect the meaning and interpretation of any provision of this Agreement.

Article 18     Entire Agreement and Language

18.1 This Agreement and the Appendices hereto shall constitute the entire agreement of the Parties with respect to the subject matter hereof.

18.2 This Agreement shall be executed in Chinese.

The Parties have caused their respective authorized representatives to execute this Agreement as of the date first written above.

13

(Signature page)

This Agreement is signed on the date addressed on the first page of this Agreement

Transferors:

China Sunergy (Nanjing) Co., Ltd.

/s/ China Sunergy (Nanjing) Co., Ltd.

Name: Lu Tingxiu      /s/ Lu Tingxiu

Title:

China Sunergy (Hong Kong) Co., Ltd.

/s/ China Sunergy (Hong Kong) Co., Ltd.

Name: Lu Tingxiu      /s/ Lu Tingxiu

Title:

Transferee:

China Electric Equipment Group Co., Ltd.

/s/ China Electric Equipment Group Co., Ltd.

Name: Lu Tingxiu      /s/ Lu Tingxiu

Title:

14

EX-4.44

Exhibit 4.44

English Translation for Reference Only

Purchase Contract

The Seller:  China Sunergy (Nanjing) Co., Ltd. Contract No.:

Date of Signing: March 26, 2013

The Buyer: CEEG (Nanjing) Semiconductor Materials Co., Ltd. Place of Signing: Nanjing

The Contract terms are entered into by both parties upon amicable consultation and in accordance with the Contract Law of the People's Republic of China, and shall be jointly observed and performed by both parties.

1.   Goods and Prices

		Specification	Quantity		Unit Price (included 17% value-added tax)	Tax-included
Product Name	Brand	& model	(Piece)		(RMB/Piece)	amount
Poly-wafer		156*156		12,000,000	6		72,000,000
Mono-wafer		156*156		6,250,000	8		50,000,000

Total amount: (in words) RMB One Hundred and Twenty Two Million Only (¥122,000,000)

2.   Package

Package shall meet requirements for long-distance transportation.

3.   Settlement Method and Time Limit

The Buyer shall pay Party A 100% amount of price of goods (RMB 122,000,000 in total) within 30 days after contract signing date, and the Seller shall issue value-added-tax invoice (with tax rate of 17%) at equal amount for the Buyer afterwards.

4.   Delivery of Goods

The Seller shall deliver goods under the Contract to the Buyer before March 30, 2013 after the Contract goes into effect.

The goods shall be delivered to (place) the Seller's warehouse: warehouse of China Sunergy (Nanjing) Co., Ltd. (self pick-up).

5.   Acceptance and Objection against Products

The Buyer shall complete acceptance within 7 days after arrival of goods on site, otherwise, the goods acceptance will be considered to be up to standard. The Buyer shall keep the products with type, model, specification, quality, etc. nonconforming with regulations properly during acceptance, and shall raise written objection against the Seller within 7 days after arrival of goods on site; in case the Buyer fails to raise written objection within the specified time limit, the products delivered will be considered to meet contract agreements.

6.   Confidentiality

The Buyer's employees, agent, representatives, consultant, etc. shall treat the Seller's drawings, technical specifications as well as all the Seller's documents known due to performance of the Contract as the Seller's business secret, and shall not disclose the data as above to any third party without previous written agreement of the Seller; otherwise, the Buyer shall pay double indemnity for the direct or indirect losses to the Seller.

7.   Force Majeure

A party shall give notice to the opposite party in time in case the Contract is prevented from normal performance due to earthquake, flood, insurrection and other force majeure during contract performance, and shall provide evidence issued by government agencies or corresponding department; then both parties may handle contract termination or other related affairs upon consultation.

8.   Agreement against Corruption

Illegal profit provided by the Buyer and its staff on behalf of the Company or privately to the Seller's staff by means of direct or indirect presentation of gift money, valuables, securities or by other disguised means shall be regarded as infringement of the Seller's benefit. The Buyer shall pay double indemnity for the direct or indirect losses to the Seller, and shall bear 20% of total contract amount therewith as default fine for the Seller, but the default fine shall not exceed RMB 500,000 each time; in addition, the Seller is entitled to stop delivery of goods and terminate the Contract.

9.   Settlement of Contract Dispute

All the disputes caused in relation to the Contract shall be settled upon amicable consultation by both parties in the principle mutual understanding and accommodation; otherwise, either party shall appeal to the people's court at corresponding level in the Seller's location.

10.   Miscellaneous

1.   Date of delivery will be postponed accordingly due to the Buyer's overdue payment; the Seller is entitled to terminate the Contract and reserves the right to pursue the Buyer's default liabilities in case of the Buyer's overdue payment more than 15 days.

2.   The Contract goes into effect since the date of signing and stamping by both parties; the Contract shall be made in duplicate with equal legal effect and held by both parties respectively; the Contract shall be stamped with paging seal in case of more than one page.

3.   Both parties agree that the contract terms embody the results of negotiation by both parties in the principle of good faith, and will not constitute any party's standard terms; each party confirms that it has read and understood the contract terms.

4.   Other issues not mentioned herein or new agreement to be reached by both parties during contract performance (if any) shall be subject to written supplementary agreement upon consultation by both parties; the supplementary agreement will go into effect after signing and stamping by both parties and will have equal legal effect with the Contract.

The Buyer	The Seller
Name: CEEG (Nanjing) Semiconductor Materials Co., Ltd.	Name: China Sunergy (Nanjing) Co., Ltd.
/s/ CEEG (Nanjing) Semiconductor Materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address:
Legal Representative: Lu Tingxiu	Legal Representative:
Entrusted Agent:	Entrusted Agent:
Tel.:025-52095914	Tel.:
Fax:	Fax:
Deposit Bank:	Deposit Bank:
Account No.:	Account No.:

EX-4.45

Exhibit 4.45

English Translation for Reference Only

Purchase Contract

The Seller: China Sunergy (Nanjing) Co., Ltd. Contract No.:

Date of Signing: March 20, 2013

The Buyer: CEEG (Nanjing) Semiconductor Materials Co., Ltd. Place of Signing: Nanjing

The Contract terms are entered into by both parties upon amicable consultation and in accordance with the Contract Law of the People's Republic of China, and shall be jointly observed and performed by both parties.

1. Goods and Prices

		Specification	Quantity		Unit Price (included 17% value-added tax)	Tax-included
Product Name	Brand	& model	(Piece)		(RMB/Piece)	amount
Poly-wafer		156*156		2,650,000	6.5		17,225,000

Total amount: (in words) RMB Seventeen Million Two Hundred and Twenty Five Thousand Only (¥17,225,000)

2. Package

Package shall meet requirements for long-distance transportation.

3. Settlement Method and Time Limit

The Buyer shall pay Party A 100% amount of price of goods (RMB 17,225,000 in total) within 30 days after contract signing date, and the Seller shall issue value-added-tax invoice (with tax rate of 17%) at equal amount for the Buyer afterwards.

4. Delivery of Goods

The Seller shall deliver goods under the Contract to the Buyer before March 30, 2013 after the Contract goes into effect.

The goods shall be delivered to (place) the Seller's warehouse: warehouse of China Sunergy (Nanjing) Co., Ltd. (self pick-up).

5. Acceptance and Objection against Products

The Buyer shall complete acceptance within 7 days after arrival of goods on site, otherwise, the goods acceptance will be considered to be up to standard. The Buyer shall keep the products with type, model, specification, quality, etc. nonconforming with regulations properly during acceptance, and shall raise written objection against the Seller within 7 days after arrival of goods on site; in case the Buyer fails to raise written objection within the specified time limit, the products delivered will be considered to meet contract agreements.

6. Confidentiality

The Buyer's employees, agent, representatives, consultant, etc. shall treat the Seller's drawings, technical specifications as well as all the Seller's documents known due to performance of the Contract as the Seller's business secret, and shall not disclose the data as above to any third party without previous written agreement of the Seller; otherwise, the Buyer shall pay double indemnity for the direct or indirect losses to the Seller.

7. Force Majeure

A party shall give notice to the opposite party in time in case the Contract is prevented from normal performance due to earthquake, flood, insurrection and other force majeure during contract performance, and shall provide evidence issued by government agencies or corresponding department; then both parties may handle contract termination or other related affairs upon consultation.

8. Agreement against Corruption

Illegal profit provided by the Buyer and its staff on behalf of the Company or privately to the Seller's staff by means of direct or indirect presentation of gift money, valuables, securities or by other disguised means shall be regarded as infringement of the Seller's benefit. The Buyer shall pay double indemnity for the direct or indirect losses to the Seller, and shall bear 20% of total contract amount therewith as default fine for the Seller, but the default fine shall not exceed RMB 500,000 each time; in addition, the Seller is entitled to stop delivery of goods and terminate the Contract.

9. Settlement of Contract Dispute

All the disputes caused in relation to the Contract shall be settled upon amicable consultation by both parties in the principle mutual understanding and accommodation; otherwise, either party shall appeal to the people's court at corresponding level in the Seller's location.

10. Miscellaneous

1. Date of delivery will be postponed accordingly due to the Buyer's overdue payment; the Seller is entitled to terminate the Contract and reserves the right to pursue the Buyer's default liabilities in case of the Buyer's overdue payment more than 15 days.

2. The Contract goes into effect since the date of signing and stamping by both parties; the Contract shall be made in duplicate with equal legal effect and held by both parties respectively; the Contract shall be stamped with paging seal in case of more than one page.

3. Both parties agree that the contract terms embody the results of negotiation by both parties in the principle of good faith, and will not constitute any party's standard terms; each party confirms that it has read and understood the contract terms.

4. Other issues not mentioned herein or new agreement to be reached by both parties during contract performance (if any) shall be subject to written supplementary agreement upon consultation by both parties; the supplementary agreement will go into effect after signing and stamping by both parties and will have equal legal effect with the Contract.

The Buyer	The Seller
Name:CEEG (Nanjing) Semiconductor Materials Co., Ltd.	Name:China Sunergy (Nanjing) Co., Ltd.
/s/ CEEG (Nanjing) Semiconductor Materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address:
Legal Representative: Lu Tingxiu	Legal Representative:
Entrusted Agent:	Entrusted Agent:
Tel.:025-52095914	Tel.:
Fax:	Fax:
Deposit Bank:	Deposit Bank:
Account No.:	Account No.:

EX-4.46

Exhibit 4.46

Buyer: CSUN Eurasia Energy Systems Industry and Trade Inc.

Address :Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 1st floor, Aydinli-Tuzla 34957 ISTANBULnlı-Tuzla 34957 İSTANBUL Turkey

Purchase Order

PO No.: Date:

Supplier :

CEEG (SHANGHAI) SOLAR SCIENCE

TECHNOLOGY CO., LTD.

Address: NO.5999 GUANGFULIN ROAD, SONGJIANG, SHANGHAI, CHINA

Tel: 86 21 6025 9200

Fax: 86 21 6029 1900

Contact Person : hong.yu@chinasunergy.com

Attention:

We are pleased to submit the Purchase Order for the attached Materials on the terms and conditions set forth below.

1 Specifications:

Material Name	Material No.	Specification	Quantity	Unit	Total amount
semi-finished solar module	550021	265-60P	10400	102.5	€	1,066,000.00
semi-finished solar module	550021	250-60P	4160	102.5	€	426,400.00
semi-finished solar module	550021	250-59P	3120	102.5	€	319,800.00
semi-finished solar module	550021	250-60P	2080	102.5	€	213,200.00
			Total amount:		€	2,025,400.00

2 Delivery date:	8/15/2013
3 Terms of Payment:	T/T 30days after received goods.
4 Shipment Term:	CIF Turkey, BY SEA
5 Specifications:	Csun's specifications as previous.
6 Broken Rate and Shortage:	Except forwarder problem, broken rate should be less than 0.3%, if over, supplier should be replaced them within 30 days.Supplier should replenish the shortage within 30 days after receiving the notice from buyer.
7 remarks:	This PO is made out in two originals, one original to be held by each party in witness thereof. Fax for this PO is same valid as original.

For and on behalf of	For and on behalf of
CSUN Eurasia Energy	CEEG (SHANGHAI) SOLAR SCIENCE Systems TECHNOLOGY CO., LTD
/s/ CSUN Eurasia Energy	/s/ CEEG (SHANGHAI) SOLAR SCIENCE Systems TECHNOLOGY CO., LTD
Date:	Date:

EX-4.47

Exhibit 4.47

Sales Contract

Contract No:

Signed at : Nanjing, China

This Sales Contract (“Sales Contract”) is executed by and between:

1. China Sunergy Europe GmbH, a company duly organized, validly existing and in good standing as a legal person under the laws of Germany, with its registered address at Schillerstr.42 60313 Frankfurt am Main (Hereinafter referred to as “Seller”)

2. AEE Renewables UK 6 Limited, a company duly organized, validly existing and in good standing as a legal person under the laws of England and Wales ,with its registered address at 59 Gloucester Place, London, United Kingdom W1U 8JH, Registered No. 7423716 (Hereinafter referred to as “Buyer”).

Each individually referred to as a “Party” and collectively as the “Parties”.

(A) Whereas, Seller acknowledges that Buyer is purchasing the Goods for use on a solar project at Tregavethan, Manor Farm, Kenwyn, Truro, Cornwall, United Kingdom (“Buyer’s Project”) and has or intends to enter into an EPC contract (“EPC Contract”) with a contractor (“the Contractor”) in connection with the design and installation of the Goods, and the supply and installation of other plant and materials in relation to Buyer’s Project.

(B) Whereas, Seller shall be responsible to Buyer for the performance of the Goods in accordance with this Contract and the EPC Contractor shall be responsible to the Buyer for the works and services provided under the EPC Contract.

(C) Whereas, Seller and the EPC Contractor shall enter into a Performance Ratio Guarantee in favour of the Buyer in accordance with this Contract and the EPC Contract respectively.

Buyer hereby agrees to buy and Seller hereby agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:

1. Goods Description

		Agreed Quantity				Unit Value
Item	Description of Goods	(W)		(PCS)		(EUR/W)		(EUR/PC)		Total Amount ( EUR)
1	CSUN250-60P		5,000,000		20,000		0.50		125.00		2,500,000
	Total										2,500,000

2. Payment

2.1 The Total Amount (as stated in the table at paragraph 1) shall be paid by Buyer within 90 days of the delivery of the Goods to Buyer’s Project site at Tregavethan, Manor Farm, Kenwyn, Truro, Cornwall, United Kingdom.

3. Shipment of Goods

3.1 The Goods shall be delivered to the Port/Place of Destination in accordance with the Delivery Schedule at Annex 2.

3.2 Port of Shipment:

Port of Loading: Shanghai

Port/Place of Destination: Buyer’s Project site, Causilgey Barton, Tregavethan, Truro Cornwall, TR4 9EP United Kingdom

Under trade terms DDP (Incoterms 2000), it shall be deemed that the Goods have been delivered by the Seller once the Goods have been delivered to Buyer’s Project site at Causilgey Barton, Tregavethan, Truro Cornwall, TR4 9EP United Kingdom.

4. Packing

Seller is responsible for packing and the packing shall be in accordance with the standard of [1] below. Seller shall be liable for damages of the Goods under the Contract as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of the causes that are beyond control of, or not imputable to Seller.

[1] Standard export packing for ocean transportation.

[2] Standard export packing for air transportation.

5. Effectiveness of Contract

5.1 The Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed by Seller and Buyer.

6. Contract Provisions

6.1 The General Terms and Conditions attached hereto at Annex 1 shall be incorporated into and form part of this Contract.

6.2 Either party that changes its contact person shall forthwith notify the other Party in writing.

Seller	Buyer:
China Sunergy Europe GmbH	AEE Renewables UK 6 Limited
Signature/Seal:	Signature/Seal:
/s/ China Sunergy Europe GmbH	/s/ Hao Sheng
Title/:	Title: Vice President

EX-4.48

Exhibit 4.48

Sales Contract

Contract No:

Signed at: Nanjing, China

This Sales Contract (“Sales Contract”) is executed by and between:

1. China Sunergy Europe GmbH, a company duly organized, validly existing and in good standing as a legal person under the laws of Germany, with its registered address at Schillerstr.42 60313 Frankfurt am Main (Hereinafter referred to as “Seller”)

2. AEE Renewables UK 7 Limited, a company duly organized, validly existing and in good standing as a legal person under the laws of England and Wales, with its registered address at 59 Gloucester Place, London, United Kingdom W1U 8JH, Registered No.7423788 (Hereinafter referred to as “Buyer”).

Each individually referred to as a “Party” and collectively as the “Parties”.

(A) Whereas, Seller acknowledges that Buyer is purchasing the Goods for use on a solar project at Mawnan Smith, Falmouth, Cornwall, TR11 5JW United Kingdom(“Buyer’s Project”) and has or intends to enter into an EPC contract (“EPC Contract”) with a contractor (“the Contractor”) in connection with the design and installation of the Goods, and the supply and installation of other plant and materials in relation to Buyer’s Project.

(B) Whereas, Seller shall be responsible to Buyer for the performance of the Goods in accordance with this Contract and the EPC Contractor shall be responsible to the Buyer for the works and services provided under the EPC Contract.

(C) Whereas, Seller and the EPC Contractor shall enter into a Performance Ratio Guarantee in favour of the Buyer in accordance with this Contract and the EPC Contract respectively.

Buyer hereby agrees to buy and Seller hereby agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:

1. Goods Description

		Agreed Quantity				Unit Value
Item	Description of Goods	(W)		(PCS)		(EUR/W)		(EUR/PC)		Total Amount ( EUR)
1	CSUN245-60P		2,572,500		10,500		0.50		122.50		1,286,250
2	CSUN250-60P		625,000		2,500		0.50		125.00		312,500
3	CSUN255-60P		1,797,750		7,050		0.50		127.50		898,875
	Total		4,995,250		20,050						2,497,625

2. Payment

2.1The Total Amount (as stated in the table at paragraph 1) shall be paid by Buyer within 90 days of the delivery of the Goods to Buyer’s Project site at Mawnan Smith, Falmouth, Cornwall, TR11 5JW United Kingdom.

3. Shipment of Goods

3.1The Goods shall be delivered to the Port/Place of Destination in accordance with the Delivery Schedule at Annex 2.

3.2 Port of Shipment:

Port of Loading:Shanghai

Port/Place of Destination: Buyer’s Project site, Mawnan Smith, Falmouth, Cornwall, TR11 5JW United Kingdom

Under trade terms DDP (Incoterms 2000), it shall be deemed that the Goods have been delivered by the Seller once the Goods havebeen delivered to Buyer’s Project site at Mawnan Smith, Falmouth, Cornwall, TR11 5JW United Kingdom.

4. Packing

Seller is responsible for packing and the packing shall be in accordance with the standard of [1] below. Seller shall be liable for damages of the Goods under the Contract as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of the causes that are beyond control of, or not imputable to Seller.

[1] Standard export packing for ocean transportation.

[2] Standard export packing for air tranportation.

5. Effectiveness of Contract

5.1The Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed by Seller and Buyer.

6. Contract Provisions

6.1 The General Terms and Conditions attached hereto at Annex 1 shall be incorporated into and form part of this Contract.

6.2 Either party that changes its contact person shall forthwith notify the other Party in writing.

Seller:	Buyer:
China Sunergy Europe GmbH	AEE Renewables UK 6 Limited
Signature/Seal:	Signature/Seal:
/s/ China Sunergy Europe GmbH	/s/ Hao Sheng
Title:	Title: Vice President

EX-4.49

Exhibit 4.49

Sales Contract

Contract No.

Parties to this Sales Contract dated 2013-05-16 (“Sales Contract”) are:

CSUN Eurasia Energy Systems Industry and Trade Inc.,

a company duly organized, validly existing and in good standing as a legal person under the laws of Turkey, with its office address at Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 2nd floor, Aydinli-Tuzla 34957 ISTANBUL (Hereinafter referred to as “Seller”)

China Sunergy Europe GmbH,

a company duly organized, validly existing and in good standing as a legal person under the laws of Germeny, with its office address at Schillerstraße 42-44 ∙ 60313 Frankfurt ∙ Germany (Hereinafter referred to as “Buyer”)

Buyer hereby agrees to buy and Seller hereby agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:

1. Goods Description:

		Agreed Quantity				Unit Price
Item	Description of Goods	(W)		(PCS)		( € /W)		(€ /PC)		Total Amount (€ )
1	CSUN240-60P		1200000		5000		0.54		129.60		648000.00
2	CSUN245-60P		2450000		10000		0.54		132.30		1323000.00
3	CSUN250-60P		6250000		25000		0.54		135.00		3375000.00
4	CSUN255-60P		1275000		5000		0.54		137.70		688500.00
5	Qsar260-60M		2080000		8000		0.58		150.80		1206400.00
6	Qsar265-60M		1325000		5000		0.58		153.70		768500.00
	Total										8009400.00

Total (in words): EIGHT MILLION NINE THOUSAND FOUR HUNDRED EURO

Note:

The warranty of product shall be 10 years and shall be transferrable, in accordance with the Limited Warranty for PV Modules (Article 9. Warranty Transfer), to any customer to which the Buyer transfers the modules under the conditions that CSUN Eurasia Energy Systems Industry and Trade Inc. makes a formal statement of the warranty transfer to the seller in writing.

The aforesaid Price shall be subject to the Trade Term of DDP Düsseldorf under Incoterms 2010.

The agreed price is exclusive of any and all taxes, customs duties, license fees and the like that shall be borne by Buyer under the Terms stipulated herein.

2. Payment

100% of the total contract amount shall be paid by Buyer through T/T within 90 days after the issue date of the transport document of the goods.

3. Shipment of Goods

3.1 The Goods shall be transported within 5 days after signing of the Sales Contract

3.2 Delivery Place

The goods hereunder shall be delivered from ISTANBUL TURKEY.

Final destination:

Zum Gut Heiligendonk 16-20 40472 Düsseldorf

4. Packing

Seller is responsible for packing and the packing shall be in accordance with the standard of (1). Seller shall be liable for damages of the Goods under the Sales Contract as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of the causes that are beyond control of, or not imputable to Seller.

(1) Standard export packing for ocean transportation.

(2) Standard export packing for air transportation.

5. Effectiveness of Contract

The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

6. Contract Provisions

6.1 Other provisions hereof shall refer to Annex: General Terms and Conditions.

6.2 Either party that changes its contact person shall forthwith notify the other Party in written.

6.3 Any amendments to the General Terms and Conditions shall be stipulated herebelow (if any): none

Seller: CSUN Eurasia Energy	Buyer: China Sunergy Europe GmbH
Systems Industry and Trade Inc
Signature/Seal:	Signature/Seal:
/s/ CSUN Eurasia Energy	/s/ China Sunergy Europe GmbH
Systems Industry and Trade Inc
Title:	Title:

EX-4.50

Exhibit 4.50

Sales Contract

Contract No.                 

Parties to this Sales Contract dated 2013-08-29 (“Sales Contract”) are:

CSUN Eurasia Energy Systems Industry and Trade Inc.,

a company duly organized, validly existing and in good standing as a legal person under the laws of Turkey, with its office address at Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 2nd floor, Aydinli-Tuzla 34957 ISTANBUL (Hereinafter referred to as “Seller”)

China Sunergy Europe GmbH,

a company duly organized, validly existing and in good standing as a legal person under the laws of Germeny, with its office address at Schillerstraße 42-44 ∙ 60313 Frankfurt ∙ Germany (Hereinafter referred to as “Buyer”)

Buyer hereby agrees to buy and Seller hereby agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:

1. Goods Description:

	Description of	Agreed Quantity		Unit Price		Total Amount
Item	Goods	(W)	(PCS)	( € /W)	(€ /PC)	(€ )
1	CSUN240-60P	4800000.00	20000	0.56	134.40	2688000.00
2	CSUN245-60P	4900000.00	20000	0.56	137.20	2744000.00
3	CSUN250-60P	3750000.00	15000	0.56	140.00	2100000.00
5	Qsar255-60M	1275000.00	5000	0.59	150.45	752250.00
	Qsar260-60M	1300000.00	5000	0.59	153.40	767000.00
6	Qsar265-60M	1325000.00	5000	0.59	156.35	781750.00
	Total					9833000.00

Total (in words): NINE MILLION EIGHT HUNDRED AND THIRTY-THREE THOUSAND EURO

Note:

The warranty of product shall be 10 years and shall be transferrable, in accordance with the Limited Warranty for PV Modules(Article 9. Warranty Transfer), to any customer to which the Buyer transfers the modules under the conditions that CSUN Eurasia Energy Systems Industry and Trade Inc. makes a formal statement of the warranty transfer to the seller in writing.

The aforesaid Price shall be subjet to the Trade Term of DDP Germany warehouse under Incoterms 2010.

The agreed price is exclusive of any and all taxes, customs duties, license fees and the like that shall be borne by Buyer under the Terms stipulated herein.

2. Payment

100% of the total contract amount shall be paid by Buyer through T/T within 90 days after the issue date of the transport document of the goods.

3. Shipment of Goods

3.1 The Goods shall be transported within 5 days after signing of the Sales Contract

3.2 Delivery Place

The goods hereunder shall be delivered from ISTANBUL TURKEY.

Final destination:

Zum Gut Heiligendonk 16-20 40472 Düsseldorf

4. Packing

Seller is responsible for packing and the packing shall be in accordance with the standard of (1). Seller shall be liable for damages of the Goods under the Sales Contract as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of the causes that are beyond control of, or not imputable to Seller.

(1) Standard export packing for ocean transportation.

(2) Standard export packing for air tranportation.

5. Effectiveness of Contract

The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

6. Contract Provisions

6.1 Other provisions hereof shall refer to Annex: General Terms and Conditions.

6.2 Either party that changes its contact person shall forthwith notify the other Party in written.

6.3 Any amendments to the General Terms and Conditions shall be stipulated herebelow (if any): none

Seller : CSUN Eurasia Energy Systems	Buyer : China Sunergy Europe GmbH
Industry and Trade Inc
Signature/Seal :	Signature/Seal :
/s/ CSUN Eurasia Energy Systems	/s/ China Sunergy Europe GmbH
Industry and Trade Inc
Title :	Title :

EX-4.51

Exhibit 4.51

Framework Purchase and Supply Agreement

Contract No.:

Signed Place:Jiangning District, Nanjing city

Buyer: CSUN Eurasia Energy System

(hereinafter refered to as:CSUN or Buyer)

Address: İstanbul Endüstri ve Ticaret Serbest Bölgesi Akif Kopuz Caddesi

T-10 parsel, B Blok, 1.Kat,Aydı

Contact person: Asya Koçak

Tel: 216.394 08 20

Seller: China Sunergy(Nanjing) Co.,Ltd

(hereinafter refered to as ________ or Seller)

Address: No.123 West Focheng Road, Jiangning,Nanjing 211100,China

Contact person: Irene Yu

In accordance with the principle of good faith and mutualbenifit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase solar cell ( hereinafter refered to as Goods),the contend of the contract are as follows:

1. Product Name, Type, Quantity, Unit Price, Total Price

Buyer will purchase 1,500,000 pieces of semi-finished solar module in 2013 from seller .The price, quantity and payment term shall be specified in respective purchase order mutually accepted and confirmed in writing between the parties hereto.

2. Valid Period

This contract will keep effectiveness for one year, from the effective day to December 31, 2013.

3. Delivery, Package and Transportation Method

3.1 Delivery method: within the valid period of the contract, Seller shall supply and deliver the goods hereunder in accordance with the terms and conditions specified in the Purchase Order mutually accepted and confirmed in writing between the parties hereto.

3.2 Delivery place: the place designated by. Purchase Order

3.3 Package and Transportation Method: Article 2 of Annex 1 shall apply.

4. Payment terms

Seller shall supply and deliver the goods hereunder in accordance with the terms and conditions specified in the Purchase Order mutually accepted and confirmed in writing between the parties hereto. The Buyer will pay the Goods within 30 days after receipt of the Commercial Invoice provided by Seller.

5 Miscellaneous

5.1 The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

5.2 Seller and Buyer shall send the original copies of the contract to each other within three working days after signed the contract. The facsimile copy has the equal effectiveness as the original copy.

5.3 The annex documents are integral parts of this contract, each page shall be stamped or signed by both parties. This contract has prior effectiveness, where there is no agreed terms by both parties in the contract, the General Terms and Conditions For Purchase Contract of CSUN(Annex 1) shall apply.

5.4 The Agreement is written in both English and Chinese and both languages shall be equally authentic. In case of any discrepancy between two languages, the English version shall prevail.

Buyer: CSUN Eurasia Energy System	Seller:China Sunergy (Nanjing) Co.,Ltd
Seal:	Seal:
Signature:	Signature:
/s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	/s/ China Sunergy (Nanjing) Co.,Ltd
Date:	Date:

EX-4.52

Exhibit 4.52

Purchase Framework Agreement

Contract No.:

Signed Place: Jiangning District, Nanjing city

Seller: CSUN Trading (HongKong) Co., Limited

(hereinafter refered to as:CSUN or Buyer)

Address: Flat/RM 19C LOCKHART CENTRE 301-307 LOCKHART ROAD WAN CHAI HK

Contact person: Du Xiangxiang

Buyer: China Sunergy (Nanjing) Co., Ltd

(hereinafter referred to as _________or Seller)

Address: No.123 West Focheng Road, Jiangning, Nanjing 211100, China

Contact person: Irene Yu

Tel:+86-25-5276 6666

In accordance with the principle of good faith and mutual benefit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase solar wafer ( hereinafter referred to as Goods),the contend of the contract are as follows:

1. Name, Type, Quantity, Unit Price and Total Price of the Products

Buyer will purchase 10,000,000 pieces of solar wafer in 2013 from seller , and seller shall provide the goods with the unit price showed on each purchase order.

2. Valid Period

This contract will keep effectiveness for one year, from the effective day to December 31, 2013.

3. Delivery, Package and Transportation Method

3.1 Delivery method: within the valid period of the contract, Seller shall supplies the Goods according to the Purchase Order provided by Buyer and deliver the Goods in accordance with the the Purchase Order.

3.2 Delivery place: The place designated by Buyer’s order.

3.3 Package and Transportation Method: Article 2 of Annex 1 shall apply.

4. Payment terms

If the Seller confirms the quality, specification, performance or quantity is in conformity with the stipulations of the Purchase Order in accordance with this Agreement and the Purchase Order , the Buyer will pay the Goods within 30 days after receipt of the Commercial Invoice provided by Seller.

5 Miscellaneous

5.1 The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

5.2 Seller and Buyer shall send the original copies of the contract to each other within three working days after signed the contract. The facsimile copy has the equal effectiveness as the original copy.

5.3 The annex documents are integral parts of this contract, each page shall be stamped or signed by both parties. This contract has prior effectiveness, where there is no agreed terms by both parties in the contract, the General Terms and Conditions For Purchase Contract of CSUN(Annex 1) shall apply.

5.4 The Agreement is written in both English and Chinese and both languages shall be equally authentic. In case of any discrepancy between two languages, the English version shall prevail.

Buyer: China Sunergy(Nanjing) Co.,Ltd	Seller: CSUN Trading (HongKong) Co.,Limited
Seal:	Seal:
/s/ China Sunergy(Nanjing) Co.,Ltd	/s/ CSUN Trading (HongKong) Co.,Limited
Co.,Limited
Signature:	Signature:
Date:	Date:

EX-4.53

Exhibit 4.53

English Translation for Reference Only

IN-DOOR WORKPLACE LEASE AGREEMENT

PARTIES

USER	CSUN EURASIA ENERGY SYSTEMSINDUSTRY AND TRADE INC. CO. (CSUN EURASIA ENERJI SYSTEMERI SAN. VE TIC. A.S.)
HEAD OFFICE ADDRESS	Istanbul Endustri ve Ticaret Serbest Bolgesi Akif Kopuz Cad. T-10 Parsel, B Blok, Kat: 1, 34957 Tuzla - ISTANBUL
LESSOR	DASBAS – ISTANBUL INDUSTRY AND FREE TRADE ZONE FOUNDER AND OPERATOR INC. CO. TUZLA / ISTANBUL (DESBAS - ISTANBUL ENDUSTRI VE TICARET SERBEST BOLGESI KURUCU VE ISLETICISI A.S. TUZLA / ISTANBUL)

INDOOR WORKPLACE RENTED

ZONE	ISTANBUL ENDUSTRI VE TICARET SERBEST BOLGESI
WORKPLACE NO	DESBAS 6 Binası B Blok Kat: 1 - Zemin - Bodrum 1
SURFACE AREA OF WORKPLACE (GROSS)	13,334 m2

RENTAL FEE AND DURATION

MONTHLY RENTAL FEE	$80.000
DATE OF COVENANT COMMENCEMENT	12.11.2012
CONTRACTUAL PERIOD	Operating License is as specified in the license.

1. INDOOR WORKPLACE LOCALITY:

It is the indoor independent sections pertaining to DESBAS situated in the Istanbul Industry and Trade Free Zone.

2. USAGE PURPOSE OF IN DOOR WORKPLACE:

The indoor workplace (excluding the ones rented to be an office) can be used for storage and / or production of in-coming goods solely in the name of company. The penthouse of the building shall be used by the company on no-charge basis.

Even being in its closed packing, any commodities that are flammable and explosive, dispersing heavy odors, possessing this environment – polluting features are strictly not acceptable to the commodity storage locations.

If these properties are found out later on, immediate evacuation of the depot is requested by the commodity owner. The user has the obligation of having its goods insured against damages which might emanate from the commodities which were stored in the outdoor areas.

3. RENTAL SERVICE FEES AND ADVANCE PAYMENTS:

The lease payments will start on 01.01.2013. Starting from 3 years later than the date of agreement signature, the rent increase shall be made at the rate of USA consumer price index annually.

The indoor workplace rent and service costs (loading – unloading, water, electric, purification etc.) are paid on the payment terms and measurement basis specified in “DESBAS Rent and Service Tariffs". The fees received maybe increased at maximum rate of 10% upon approval by the Undersecretariat annually.

Regarding the matters of which are not paid within their time, provision of Clause – 574 of Debts Law is exercised.

In no ways, the owner of commodities may suspend or postponed their payments. The duration of this lease agreement is the same as its period of “Operating License” and it can be extended upon existence of required conditions upon mutual agreement of both parties.

4. DEFAULT STATE:

In case where the User fell into default after non-payment of rent cost, following provisions are applied:

- Annually 12 percent of default interest is applied over the amount of debt matured against the user. In addition, a penal clause at the rate of 10 percent of the price related to the current rental period is accrued.

- Within a 30 day – period recognized to himself in process of notice or enforcement proceeding follow up, in case where the User did not paid all types of rental and service liability together with all of their accessorial rights, together with its concrete evidences, pertinent situation is notified to Free Zones General Directorate through mediation of Regional Directorate with a can collation request for its “Operating License”. The provisions of rent law numbered 6098 are reserved.

5. RULES REQUIRED TO BE COMPLIED:

The User is obliged to comply with laws, decrees, regulation provisions, the circulars and instructions of Ministry of Economy, general Directorate of Free Zones Abroad Investments and Services, Regional Directorate and DESBAS. In addition, it is mandatory for the tenant to keep the rented space clean and well-maintained. The User is liable for making payment of individual and joint general expenses related to the charges in exchange of heating, cleaning, repair, maintenance, illumination, water, electricity, communication, security, loading – unloading supervision, common personnel and similar services provided by DESBAS at the ratio of the usable surface area to DESBAS.

The User cannot fulfill execution of said services and works without obtaining consent of DESBAS in writing; nor can it demand and obtain them from third persons.

6. RESPONSIBILITY

At the workplace it has rented, the User is obliged to take all types of safety and health precautions and to comply with the orders and instructions related to arrangement, operating mode and procedure of Zone to be determined by DESBAS and Regional Directorate and to get its assets insures against fire and other risks. The User is liable for all in-coming and out-going goods, behavior, acts and transactions of its workers and staff members, customers, vehicles transporting passengers and cargo at said workplace, machinery and equipments it uses and damages caused by all of these to the infrastructural and the superstructure facilities of DESBAS and to third persons and properties and interests of these persons against DASBAS and Regional Directorate.

IN THE EVENT OF USING THE GENERAL DEPOTS:

The owner of commodity declares and agrees in advance that DESBAS shall not be in no way responsible for the deterioration and damage to the goods stored at the general depots (including also the natural disasters such as fire, infestation, evaporation, decay, fire, flood, etc.). Evacuation of the assets can be requested by DESBAS in occurrence of events in question.

The type, unit of issue and quantity declared and specified in the invoices of the goods will be exactly accepted by DESBAS being packaged in form of cartons, boxes, pallets, barrels etc. and taken to the general depots (the goods which are not delivered after being repaired or taped; including damaged packing such as broken, torn, perforated and the like). During delivery of goods to the User company shall be responsible for any shortages or excess, other than difference in type and / or declared input quantities. The unit prices and amounts of commodities of the User or the companies holding a warehouse usage certificate do not in no ways bind DESBAS.

7. TRANSFER

The User cannot assign and endorse the workplace it has hired with this agreement and recognize facility to be operated, utilized and benefitted in no way and form by a third persons, either private persons and legal entities, even partially.

8. DAMAGE AND SECURITY

The User is obliged to take necessary measures against fire, other risks and damages to third parties, which might occur emanating from the goods at said workplace and fulfill its liability by getting them insured.

The User is responsible for the theft, loss, deformation, damages which might take place due to not having taken necessary safety measures for the goods it had placed into the workplace or natural disasters such as flood etc. and it declares and commits in advance that DESBAS would not be in no way and form responsible due to these matters.

9. TERMINATION OF CONTRACT

This indoor workplace lease agreement shall be automatically cancelled due to expiry of the period determined, expiry of Operating License term or cancellation of Operating License due to the circumstances specified in the Regulation, without any further need for communicating a warning or advice letter.

10. CIRCULARS

The User is obliged to abide the circulars and written instructions and orders to be issued by Regional Directorate or top authorities.

11. COMPETENT AUTHORITIES IN OCCURRENCE OF DISPUTE:

In settlement of disputes which might emanate from execution of this agreement, firstly Istanbul Industry and Trading Free Zone Director is authorized, in failure of reaching an agreement, Istanbul Courts and Execution Offices are empowered.

12. APPROVAL

This indoor workplace lease agreement takes effect upon being signed by the parties and as from the date of approval by the Regional Director.

13. OTHER PROVISIONS

On other matters not contained in this indoor workplace lease agreement, the provisions of Laws and Regulations and the “Agreement” concluded between DESBAS and Ministry of Economy, General Directorate of Free Zones Abroad Investments and Services apply.

However, the principles specified in this agreement constitute the vested rights in respect of the parties herein.

15. APPLICABLE LANGUAGE

This agreement has been issued in Turkish language and in existence of text of the same lease agreement translated in English language upon request by the User as to bear signature of both parties, regarding the settlement of disputes which might arise, Text in Turkish language shall prevail.

16. LAST ARTICLE

This agreement consisting of 16 articles including this article has been issued and signed between parties in 4 (four) copies.

Joint Debtor, Joint Guarantor

(Bail is valid until the actual evacuation.)

NAME..............................:

SIGNATURE....................:

/s/ CSUN EURASIA ENERGY SYSTEMSINDUSTRY AND TRADE INC. CO.LTD

/s/ DASBAS-ISTANBUL INDUSTRY AND FREE ZONE FOUNDER AND OPERATOR INC. CO. TUZLA/ISTANBUL.

USER DESBAS

(Signatures and Initials of Interested Authorities)

EX-4.54

Exhibit 4.54

English Translation for Reference Only

IN-DOOR WORKPLACE LEASE AGREEMENT

PARTIES

USER	CSUN EURASIA ENERGY TECHNOLOGIES INDUSTRY AND TRADE INC. CO. (CSUN EURASIA ENERJI TEKNOLOJILERI SAN. VE TIC. A.S.)
HEAD OFFICE ADDRESS	Istanbul Endustri ve Ticaret Serbest Bolgesi Akif Kopuz Cad. T-10 Parsel, B Blok, Kat: 2,  34957 Tuzla - ISTANBUL
LESSOR	DASBAS – ISTANBUL INDUSTRY AND FREE TRADE ZONE FOUNDER AND OPERATOR INC. CO. TUZLA / ISTANBUL (DESBAS - ISTANBUL ENDUSTRI VE TICARET SERBEST BOLGESI KURUCU VE ISLETICISI A.S. TUZLA / ISTANBUL)

INDOOR WORKPLACE RENTED

ZONE	ISTANBUL ENDUSTRI VE TICARET SERBEST BOLGESI
WORKPLACE NO	DESBAS 6 Binası B Blok Kat: 2 - 3
SURFACE AREA OF WORKPLACE (GROSS)	7,500 m2

RENTAL FEE AND DURATION

MONTHLY RENTAL FEE	45,000 $
DATE OF COVENANT COMMENCEMENT	12.11.2012
CONTRACTUAL PERIOD	Operating License is as specified in the license.

1. INDOOR WORKPLACE LOCALITY:

It is the indoor independent sections pertaining to DESBAS situated in the Istanbul Industry and Trade Free Zone.

2. USAGE PURPOSE OF IN DOOR WORKPLACE:

The indoor workplace (excluding the ones rented to be an office) can be used for storage and / or production of in-coming goods solely in the name of company. The penthouse of the building shall be used by the company on no-charge basis.

Even being in its closed packing, any commodities that are flammable and explosive, dispersing heavy odors, possessing this environment – polluting features are strictly not acceptable to the commodity storage locations.

If these properties are found out later on, immediate evacuation of the depot is requested by the commodity owner. The user has the obligation of having its goods insured against damages which might emanate from the commodities which were stored in the outdoor areas.

3. RENTAL SERVICE FEES AND ADVANCE PAYMENTS:

The lease payments will start on 01.01.2013. Starting from 3 years later than the date of agreement signature, the rent increase shall be made at the rate of USA consumer price index annually.

The indoor workplace rent and service costs (loading – unloading, water, electric, purification etc.) are paid on the payment terms and measurement basis specified in “DESBAS Rent and Service Tariffs". The fees received maybe increased at maximum rate of 10% upon approval by the Undersecretariat annually.

Regarding the matters of which are not paid within their time, provision of Clause – 574 of Debts Law is exercised.

In no ways, the owner of commodities may suspend or postponed their payments. The duration of this lease agreement is the same as its period of “Operating License” and it can be extended upon existence of required conditions upon mutual agreement of both parties.

4. DEFAULT STATE:

In case where the User fell into default after non-payment of rent cost, following provisions are applied:

- Annually 12 percent of default interest is applied over the amount of debt matured against the user. In addition, a penal clause at the rate of 10 percent of the price related to the current rental period is accrued.

- Within a 30 day – period recognized to himself in process of notice or enforcement proceeding follow up, in case where the User did not paid all types of rental and service liability together with all of their accessorial rights, together with its concrete evidences, pertinent situation is notified to Free Zones General Directorate through mediation of Regional Directorate with a can collation request for its “Operating License”. The provisions of rent law numbered 6098 are reserved.

5. RULES REQUIRED TO BE COMPLIED:

The User is obliged to comply with laws, decrees, regulation provisions, the circulars and instructions of Ministry of Economy, general Directorate of Free Zones Abroad Investments and Services, Regional Directorate and DESBAS. In addition, it is mandatory for the tenant to keep the rented space clean and well-maintained. The User is liable for making payment of individual and joint general expenses related to the charges in exchange of heating, cleaning, repair, maintenance, illumination, water, electricity, communication, security, loading – unloading supervision, common personnel and similar services provided by DESBAS at the ratio of the usable surface area to DESBAS.

The User cannot fulfill execution of said services and works without obtaining consent of DESBAS in writing; nor can it demand and obtain them from third persons.

6. RESPONSIBILITY

At the workplace it has rented, the User is obliged to take all types of safety and health precautions and to comply with the orders and instructions related to arrangement, operating mode and procedure of Zone to be determined by DESBAS and Regional Directorate and to get its assets insures against fire and other risks. The User is liable for all in-coming and out-going goods, behavior, acts and transactions of its workers and staff members, customers, vehicles transporting passengers and cargo at said workplace, machinery and equipments it uses and damages caused by all of these to the infrastructural and the superstructure facilities of DESBAS and to third persons and properties and interests of these persons against DASBAS and Regional Directorate.

IN THE EVENT OF USING THE GENERAL DEPOTS:

The owner of commodity declares and agrees in advance that DESBAS shall not be in no way responsible for the deterioration and damage to the goods stored at the general depots (including also the natural disasters such as fire, infestation, evaporation, decay, fire, flood, etc.). Evacuation of the assets can be requested by DESBAS in occurrence of events in question.

The type, unit of issue and quantity declared and specified in the invoices of the goods will be exactly accepted by DESBAS being packaged in form of cartons, boxes, pallets, barrels etc. and taken to the general depots (the goods which are not delivered after being repaired or taped; including damaged packing such as broken, torn, perforated and the like). During delivery of goods to the User company shall be responsible for any shortages or excess, other than difference in type and / or declared input quantities. The unit prices and amounts of commodities of the User or the companies holding a warehouse usage certificate do not in no ways bind DESBAS.

7. TRANSFER

The User cannot assign and endorse the workplace it has hired with this agreement and recognize facility to be operated, utilized and benefitted in no way and form by a third persons, either private persons and legal entities, even partially.

8. DAMAGE AND SECURITY

The User is obliged to take necessary measures against fire, other risks and damages to third parties, which might occur emanating from the goods at said workplace and fulfill its liability by getting them insured.

The User is responsible for the theft, loss, deformation, damages which might take place due to not having taken necessary safety measures for the goods it had placed into the workplace or natural disasters such as flood etc. and it declares and commits in advance that DESBAS would not be in no way and form responsible due to these matters.

9. TERMINATION OF CONTRACT

This indoor workplace lease agreement shall be automatically cancelled due to expiry of the period determined, expiry of Operating License term or cancellation of Operating License due to the circumstances specified in the Regulation, without any further need for communicating a warning or advice letter.

10. CIRCULARS

The User is obliged to abide the circulars and written instructions and orders to be issued by Regional Directorate or top authorities.

11. COMPETENT AUTHORITIES IN OCCURRENCE OF DISPUTE:

In settlement of disputes which might emanate from execution of this agreement, firstly Istanbul Industry an d Trading Free Zone Director is authorized, in failure of reaching an agreement, Istanbul Courts and Execution Offices are empowered.

12. APPROVAL

This indoor workplace lease agreement takes effect upon being signed by the parties and as from the date of approval by the Regional Director.

13. OTHER PROVISIONS

On other matters not contained in this indoor workplace lease agreement, the provisions of Laws and Regulations and the “Agreement” concluded between DESBAS and Ministry of Economy, General Directorate of Free Zones Abroad Investments and Services apply.

However, the principles specified in this agreement constitute the vested rights in respect of the parties herein.

15. APPLICABLE LANGUAGE

This agreement has been issued in Turkish language and in existence of text of the same lease agreement translated in English language upon request by the User as to bear signature of both parties, regarding the settlement of disputes which might arise, Text in Turkish language shall prevail.

16. LAST ARTICLE

This agreement consisting of 16 articles including this article has been issued and signed between parties in 4 (four) copies.

Joint Debtor, Joint Guarantor

(Bail is valid until the actual evacuation.)

NAME..............................:

SIGNATURE....................:

/S/ CSUN EURASIA ENERGY TECHNOLOGIES INDUSTRY AND TRADE INC. CO.LTD

/s/ DASBAS-ISTANBUL INDUSTRY AND FREE ZONE FOUNDER AND OPERATOR INC. CO. TUZLA/ISTANBUL.

USER DESBAS

(Signatures and Initials of Interested Authorities)

EX-4.55

Exhibit 4.55

English Translation for Reference Only

Wafer Sales Contract

Contract No.: NPM213012

Place of Signing: Nanjing

The Buyer: China Sunergy (Nanjing) Co., Ltd.

Legal Representative: Lu Tingxiu

The Seller: CEEG (Nanjing) Semiconductor Materials Co., Ltd.

Legal Representative: He Aoxi

In order to enhance the sense of responsibility of the Buyer and the Seller and ensure the realization of economic purposes of both parties respectively, this Contract is concluded based on the principles of equality and mutual benefit through friendly negotiation for the purpose of joint compliance.

I. Product Details and Price Settlement:

1.1 Product and price

	Product Name	Model	Specification	Quantity (Piece)	Unit Price (RMB/Piece)
1	Poly-wafer	S2 high-efficient	156×156	6,588023	6.5

Total	RMB 42,822,149.5 (in words: RMB Forty-two Million Eight Hundred and Twenty-two Thousand and One Hundred and Forty-nine Point Five Only)
Remarks	1. Product supply prices have included 17% value-added tax. 2. With consent from the Buyer, the Seller may deliver P1 common poly-wafer (refer to the Attachment) and supply sufficient quantity so as to meet the above total prices. The tax-included unit price of P1 common poly-wafer is RMB 6.15/piece.

1.2 Settlement mode:

Within ten (10) days after this Contract is signed and comes into effects, the Buyer makes payment for goods based on the banker's acceptance bill within six (6) months and the Seller arranges the shipment after receiving the payment for goods.

II. Mode of Performance of This Contract:

2.1 Delivery way

After the contract is signed, the Seller transports the products to the Buyer's warehouse within three (3) days after receiving the banker's acceptance bill. The Buyer shall receive the products in a timely manner and the Handler (power of attorney shall be submitted to the Seller for filing) authorized by the Buyer accepts, signs and confirms the delivered quantity and issues the receiving certificate.

2.2 When the goods are delivered to the Buyer, the risks of damage and loss of goods are transferred to the Buyer.

2.3 Product packing: Externally wrapped by clean plastic film and flexible packing is not recycled.

2.4 Overdue receiving: If the Buyer fails to receive the products based on the agreed delivery term and quantity without good reason, the Buyer shall bear the liquidated damages equal to 5‰ of such payment for goods for each day delay and the Seller is entitled to re-arrange the delivery date and batch. If the Buyer fails to pick up the goods over thirty (30) days, the Seller is entitled to collect the daily liquidated damages, rescind or terminate the contract and require the Buyer to pay the liquidated damages to the Seller based on 10% of corresponding amount of non-performed part in the total contract procurement quantity. The Buyer shall bear storage and other expenses therefrom and the product risks are transferred to the Buyer from the date of overdue receiving.

III. Transportation Insurance

3.1 Product transportation: Highway automobile transportation; the Seller organizes the vehicle and bears the loading & unloading and transportation expenses.

3.2 Product insurance: The Seller conducts the insurance and bears the expenses before delivery.

IV. Quality Indexes:

4.1 The quality indexes of products provided by the Seller shall meet Attachment 1 "Wafer Quality Standards".

4.2 The defect rate of wafer delivered by the Seller shall not exceed 0.3% (if the defect rate is within 0.3%, it is the reasonable and the Seller does not bear any responsibility) of delivered quantity. If the defect rate of wafer is greater than 0.3%, the Seller shall replace the part beyond 0.3% (excluding 0.3%) of delivered quantity with qualified products.

V. Acceptance Mode and Objection Term:

5.1 Acceptance mode

5.1.1 The Buyer shall accept the product quality (including appearance, model, specification and inherent quantity) within fifteen (15) days after the product delivery. If the Buyer has any objection to the products, the Buyer shall raise such objection in writing to the Seller within twenty (20) days after the product delivery. If the Buyer does not raise any objection within the above time limit, or the Buyer has put the objectionable products into use even though the Buyer raises objection within the above time limit, it is deemed that the Buyer confirms that the Seller's products completely meet all requirements of this Contract. After confirming the above objection in writing, the Seller shall replace the products with qualified products or supplement the shortage within thirty (30) days after written confirmation or when the products are delivered in the next month, and shall bear the transportation expenses therefrom.

5.1.2 If the Buyer raises any objection, the Buyer shall provide complete complaint data (including but not limited to: batch quantity, batch number, defect data, and defect picture); otherwise, it is deemed that the objection is invalid, and the Seller may not give a reply or bear any responsibility.

5.1.3 In case of any dispute with regard to the product quality, both parties may, through negotiation, determine a qualified thirty party inspection institution to detect the product and the blamable party bears the expenses.

VI. Confidentiality Obligation:

6.1 The Buyer and the Seller are obliged to keep this Contract (including but not limited to product model, specification, unit price, quantity, quality and settlement mode) confidential.

6.2 The Buyer shall strictly keep confidential existing production capacity, warehouse inventory, development plan and other business secret and product information of the Seller in the business.

VII. Liability for Breach of Contract:

7.1 Overdue payment liability

7.1.1 Mode of undertaking overdue payment liability (I): If the Buyer fails to make payment for goods in full within the term at the latest agreed upon in this Contract and the overdue payment is over fifteen (15) days, the Buyer shall pay the liquidated damages to the Seller from the date of payables agreed upon in the contract based on 3‰ of unpaid amount for each day delay till all overdue money is paid off, and the Seller is entitled to suspend the shipment of undelivered products.

7.1.2 Mode of undertaking overdue payment liability (II): If the Buyer fails to pay loans in full within the term at the latest agreed upon in this Contract, the Buyer shall pay the liquidated damages based on one-year loan interest rate of the bank at the same period/365 for each day delay till all overdue money is paid off, and the Seller is entitled to suspend the shipment of undelivered products.

7.1.3 Special descriptions:

The Seller has the right of selection application with regard to two modes of undertaking overdue payment liability in 7.1.1 and 7.1.2. The specific selection and implementation mode are as follows:

i) The Seller's selection right is applicable for any month after overdue payment of the Buyer, for example: The Seller may require the Buyer to undertake the liability for breach of contract based on "mode of undertaking overdue payment liability (I)" for the first month of overdue payment of the Buyer and may require the Buyer to undertake the liability for breach of contract based on "mode of undertaking overdue payment liability (II)" for the third month of overdue payment of the Buyer. The overdue liquidated damages are accumulated and calculated after calculation based on the mode of undertaking liability designated by the Seller.

ii) "Month" in 7.1.3 i) refers to calendar month, and the change of "mode of undertaking overdue payment liability" shall be subject to "month".

7.1.4 If the overdue payment is greater than sixty (60) days, the Seller is entitled to terminate or rescind this Contract in whole or in part unilaterally.

If the Seller terminates or rescinds the contract in whole or in part due to overdue payment of the Buyer, the Buyer shall pay the daily liquidated damages to the Seller pursuant to 7.1.3 and bear liquidated damages equal to 20% of overdue payment amount.

7.2 Quality default: If the Seller's products fail to meet the requirements in this Contract, the Buyer is entitled to require the Seller to replace them with products meeting the requirements in this Contract. If the products replaced by the Seller still fail to meet the contract agreement, the Buyer is entitled to require the return of goods. The remedy mode with regard to quality default in this article is the only remedy mode of the Buyer.

7.3 Secret divulgence liability: As for the ordinary secret divulgence of either party, the other party may require such party to bear the liability for breach of contract not more than RMB 1 million; if the Buyer encroaches on the business secret of the Seller, the Seller may require the Buyer to bear the liability for breach of contract of ordinary secret divulgence and require the Buyer to compensate for other economic losses.

7.4 Disclaimer: Within the scope allowed by law, the Seller does not make any other express or implied warranties for products or other contents and explicitly declares that no statutory, express or implied warranties are made, including warranties with regard to marketability, special applicability and non-infringement or all representations or warranties generated by the transaction or trade custom.

7.5 Limitation of liability: Within the scope allowed by law, under any circumstance, the Seller does not bear any indirect or derivative losses or damage (including loss of anticipated business profits, loss of other economic benefits in the future, etc.) due to the contract performance. Within the scope allowed by law, no matter any other provisions are included in this Contract, all accumulated liabilities of the Seller related to this Contract shall not exceed 10% of contract prices of products involving the breach of contract. The Buyer acknowledges and agrees that the limited remedy and limitation of liability in this Contract have been negotiated and are fundamental clauses of this Contract and the contract prices will be higher if no such limited remedy or limitation exists.

7.6 The Buyer and the Seller agree that: "If the liquidated damages are over-high, the default party may apply for reduction to the court and arbitral authority in Article 114, Contract Law" is waived.

7.7 The Buyer agrees that:

i) If the Buyer is involved in breach of contract to the affiliates of the Seller, the Seller is entitled to stop the shipment or temporarily withhold payment for goods of corresponding amount within the scope of its breach of contract.

ii) If the Buyer is involved in breach of contract to any contract between the Buyer and the Seller, the Seller is entitled to stop the shipment or temporarily withhold payment for goods of corresponding amount within the scope of its breach of contract.

7.8 The Buyer agrees that: If the Buyer and the Seller (and its affiliates) have contract relationship, its affiliates are entitled to their rights in relevant contract to the Seller and the Seller is entitled to transfer its rights in this Contract to its affiliates. Any dispute with regard to the performance of contract rights after the transfer shall be governed by the people's court with jurisdiction in the local place of the transferee of contract rights.

7.9 Two sellers are only responsible for their performance of this Contract but do not bear any joint liability.

VIII. No Resale

8.1 The Buyer commits that its products purchased from the Seller are only used to meet the production requirements of the Buyer or its affiliates but are not re-sold to any third party at home and abroad. In case of any such behavior, after verification, the Seller is entitled to confiscate the paid money for goods of the Buyer and require the Buyer to pay the liquidated damages equal to 20% of total amount of involved products; if the abovementioned liquidated damages fail to offset actual losses against the Seller, the Buyer shall bear the damage compensation liabilities to the Seller according to the facts.

8.2 "Affiliates" in this Agreement refer to the company which is directly or indirectly controlled by a party, which is controlled together with the party, and which controls the party."Control" refers to direct or indirect holding of more than 50% (including 50%) of shares or equity with voting power of the company.

IX. Non-compete

The Buyer commits that: Within the valid term of this Contract, the Buyer and its affiliates shall not be engaged in the production of any products having competitive relation with the Seller by investment, holding, agreement control or other modes. In case of any breach of the above commitment, the Seller may require the Buyer to stop such behavior forthwith. If the Buyer does not stop such behavior within thirty (30) days, the Seller is entitled to unilaterally rescind or terminate any agreement/contract with the Buyer and is entitled to require the Buyer to bear the liquidated damages equal to 30% of amount of involved products.

X. Settlement of Dispute:

10.1 With regard to matters uncovered herein, both parties may negotiate separately and sign an official supplemental agreement in writing.

10.2 In order to improve the contract performance efficiency, both parties have fully assessed the contract performance mode and remedy for breach of contract; in case of any dispute, both parties shall negotiate fully and agree to guarantee their own benefits based on the remedy mode (including the default punishment and settlement of dispute) agreed upon in this Contract only.

10.3 This Contract is subject to the laws of the People's Republic of China. In case of any dispute during the performance, both parties shall settle such dispute through negotiation at first. If negotiation fails, such dispute is governed by the local people's court of the party lodging the lawsuit.

XI. Contract Effectiveness:

11.1 The Buyer and the Seller unanimously confirm that the representatives signing this Contract have obtained their full authorization and this Contract comes into effect after seal by both parties and signature by authorized representatives.

11.2 All pages of this Contract are signed by authorized representatives or affixed with seal on the

perforation.

11.3 Without negotiation by both parties, neither party may unilaterally terminate or change this

Contract.

XII. Contact and Notice:

Any notice and document sent by either party to the other party must be subject to the following address:

The Buyer: China Sunergy (Nanjing) Co., Ltd.

Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing

Contact Person: Dai Guoqing; Tel.: 025-52766666 Email: guoqing.dai@chinasunergy.com

The Seller: Address of CEEG (Nanjing) Semiconductor Materials Co., Ltd.

Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing

Contact Person: Liu Jincai Tel.: 025-52095908 Email: liujc@ceeg.cn

In case of any change of contact way, either party shall give a notice to the other party forthwith; otherwise, the blamable party shall bear any losses therefrom.

XIII. Miscellaneous

This Contract is made in quadruplicate with each party holding two (2) copies respectively and all having the same legal effect.

(no text below)

The Buyer (seal): China Sunergy (Nanjing) Co., Ltd	The Seller (seal): CEEG (Nanjing) Semiconductor Materials Co., Ltd
/s/ The Buyer (seal): China Sunergy (Nanjing) Co., Ltd	/s/ The Seller (seal): CEEG (Nanjing) Semiconductor Materials Co., Ltd
Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing
Tel.: 025-52766666	Tel.: 025-52095917
Fax: 025-52766666	Fax: 025-52095953
E-mail:guoqing.dai@chinasunergy.com	E-mail: liujc@ceeg.cn
Authorized Signer (signature):	Authorized Signer (signature): Liu Jincai
Title:	Title:
Date: November 4 ,2013	Date:

EX-4.56

Exhibit 4.56

English Translation for Reference Only

CSUN Wafer (Material) Purchase Order

Contract No.: NPM11118664

Place of Signing: Jiangning District, Nanjing

The Seller: CEEG (Nanjing) Semiconductor Materials Co., Ltd.	The Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing
Contact Person of Contract: Liu Shijie	Contact Person of Contract: Gao Jianxin
Tel.: 025-52095899	Tel.: 025-52766603

In accordance with the long-term purchase contract (Contract No.: NPM111186) signed on September 22, 2011 between the Buyer and the Seller, both parties, based on the principles of integrity and mutual benefit and through full negotiation, conclude the following order:

Order

1. Product Name, Specification & Model, Quantity, Unit Price, Total Prices

Serial number	Product Name	Specification & model	Unit	Quantity (Piece)		Unit Price (RMB/Piece)		Total prices (RMB)		Remarks
1	Mono-wafer	S156	Piece		1,500,000	¥	8.00	¥	12,000,000.00
2	Poly-wafer	M156	Piece		1,500,000	¥	5.90	¥	8,850,000.00

Total (in words): RMB Twenty Million Eight Hundred and Fifty Thousand Only (including 17% value-added tax)                   In figures: RMB 20,850,000

Remarks: During the performance term of this Order, if the market price of wafer falls, both parties may re-negotiate the price based on the market price. If the negotiation fails, the Buyer may terminate the order.

2. Delivery Term, Delivery Place and Transportation Mode of the Seller

2.1 Delivery term: The Seller shall deliver goods prior to July 31, 2013 (it is estimated that 500,000 pieces of mono-wafers and poly-wafers will be shipped on July 12 respectively, 500,000 pieces of mono-wafers and poly-wafers will be shipped on July 19 respectively and 500,000 pieces of mono-wafers and poly-wafers will be shipped on July 26 respectively, and the specific shipment is subject to the actual shipment quantity).If the Seller's supply is insufficient, both parties re-negotiate the undelivered quantity based on the market price.

2.2 Delivery place: The Buyer's factory

2.3 Transportation mode: Automobile transportation

3. Terms of Payment and Payment Time of the Buyer

After the order comes into effect, the Buyer makes payment for goods to the designated account of the Seller thirty (30) days after receiving the Seller's goods.

II. Modification and Supplement of General Terms

4. Effectiveness and Miscellaneous

4.1 This Order is made in duplicate with the Buyer and the Seller holding one (1) copy respectively and comes into effect after signature and seal by both parties.

4.2 The Buyer and the Seller shall send the original of order text to each other within three (3) working days after the contract is signed. The facsimile has the same effect as the original.

4.3 With regard to matters uncovered in this Order, both parties shall sign a supplemental agreement through negotiation separately. The supplemental agreement is a valid part of this Order and has the same legal effect as this Order.

The Seller:	The Buyer:
CEEG (Nanjing) Semiconductor materials Co., Ltd.	China Sunergy (Nanjing) Co., Ltd.
/s/ (Nanjing) Semiconductor materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
(Signature of Authorized Representative)	(Signature of Authorized Representative)
(Date of Signing): (Day)  (Month)  (Year)	(Date of Signing): (Day)  (Month)  (Year)
	12 July, 2013

EX-4.57

Exhibit 4.57

English Translation for Reference Only

CSUN Wafer (Material) Purchase Order

Contract No.: NPM11118667

Place of Signing: Jiangning District, Nanjing

The Seller: CEEG (Nanjing) Semiconductor Materials Co., Ltd.	The Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.123, Focheng West Road, Jiangning Economic & Technological  Development Zone, Nanjing
Contact Person of Contract: Liu Shijie	Contact Person of Contract: Liu Dong
Tel.: 025-52095899	Tel.: 025-52766603

In accordance with the long-term purchase contract (Contract No.: NPM111186) signed on September 22, 2011 between the Buyer and the Seller, both parties, based on the principles of integrity and mutual benefit and through full negotiation, conclude the following order:

Order

1. Product Name, Specification & Model, Quantity, Unit Price, Total Prices

Serial number	Product Name	Specification & model	Unit	Quantity (Piece)		Unit Price (RMB/Piece)		Total prices (RMB)		Remarks
1	Mono-wafer	M156	Piece		1,500,000		5.75	¥	8,625,000
2	Poly-wafer	M156	Piece		700,000		6.15	¥	4,305,000
3	Mono 156 wafer	S156	Piece		500,000		8.05	¥	4,025,000

Total (in words): RMB Sixteen Million Nine Hundred and Fifty-five Thousand Only (including 17% value-added tax)                                                                                  In figures: RMB 16,955,000

Remarks: During the performance term of this Order, if the market price of wafer falls, both parties may re-negotiate the price based on the market price. If the negotiation fails, the Buyer may terminate the order.

2. Delivery Term, Delivery Place and Transportation Mode of the Seller

2.1 Delivery term: The Seller shall deliver goods prior to September 30, 2013 (specific shipment is subject to the actual shipment quantity).If the Seller's supply is insufficient, both parties re-negotiate the undelivered quantity based on the market price.

2.2 Delivery place: The Buyer's factory

2.3 Transportation mode: Automobile transportation

Page 1 of 2

3. Terms of Payment and Payment Time of the Buyer

After the order comes into effect, the Buyer makes payment for goods to the designated account of the Seller thirty (30) days after receiving the Seller's goods.

II. Modification and Supplement of General Terms

4. Effectiveness and Miscellaneous

4.1 This Order is made in duplicate with the Buyer and the Seller holding one (1) copy respectively and comes into effect after signature and seal by both parties.

4.2 The Buyer and the Seller shall send the original of order text to each other within three (3) working days after the contract is signed. The facsimile has the same effect as the original.

4.3 With regard to matters uncovered in this Order, both parties shall sign a supplemental agreement through negotiation separately. The supplemental agreement is a valid part of this Order and has the same legal effect as this Order.

The Seller:	The Buyer:
CEEG (Nanjing) Semiconductor materials Co., Ltd.	China Sunergy (Nanjing) Co., Ltd.
/s/ CEEG (Nanjing) Semiconductor materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
(Signature of Authorized Representative)	(Signature of Authorized Representative)
(Date of Signing): (Day)  (Month)  (Year)	(Date of Signing): (Day)  (Month)  (Year)

Page 2 of 2

EX-4.58

Exhibit 4.58

English Translation for Reference Only

CSUN Wafer (Material) Purchase Order

Contract No.: NPM11118668

Place of Signing: Jiangning District, Nanjing

The Seller: CEEG (Nanjing) Semiconductor Materials Co., Ltd.	The Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.123, Focheng West Road, Jiangning Economic & Technological  Development Zone, Nanjing
Contact Person of Contract: Liu Shijie	Contact Person of Contract: Liu Dong
Tel.: 025-52095899	Tel.: 025-52766603

In accordance with the long-term purchase contract (Contract No.: NPM111186) signed on September 22, 2011 between the Buyer and the Seller, both parties, based on the principles of integrity and mutual benefit and through full negotiation, conclude the following order:

Order

1. Product Name, Specification & Model, Quantity, Unit Price, Total Prices

Serial number	Product Name	Specification & model	Unit	Quantity (Piece)		Unit Price (RMB/Piece)		Total prices (RMB)		Remarks
1	Mono-wafer	M156	Piece		1,500,000		5.75		8,625,000		September
2	Poly-wafer	M156	Piece		1,000,000		6.15		6,150,000		September
3	Mono 156 wafer	S156	Piece		1,500,000		8.05		12,075,000		September

Total (in words): RMB Twenty-six Million Eight Hundred and Fifty Thousand Only (including 17% value-added tax)                                                       In figures: RMB 26,850,000

Remarks: During the performance term of this Order, if the market price of wafer falls, both parties may re-negotiate the price based on the market price. If the negotiation fails, the Buyer may terminate the order.

2. Delivery Term, Delivery Place and Transportation Mode of the Seller

2.1 Delivery term: The Seller shall deliver goods prior to September 30, 2013 (specific shipment is subject to the actual shipment quantity). If the Seller's supply is insufficient, both parties re-negotiate the undelivered quantity based on the market price.

2.2 Delivery place: The Buyer's factory

2.3 Transportation mode: Automobile transportation

3. Terms of Payment and Payment Time of the Buyer

After the order comes into effect, the Buyer makes payment for goods to the designated account of the Seller thirty (30) days after receiving the Seller's goods.

II. Modification and Supplement of General Terms

4. Effectiveness and Miscellaneous

4.1 This Order is made in duplicate with the Buyer and the Seller holding one (1) copy respectively and comes into effect after signature and seal by both parties.

4.2 The Buyer and the Seller shall send the original of order text to each other within three (3) working days after the contract is signed. The facsimile has the same effect as the original.

4.3 With regard to matters uncovered in this Order, both parties shall sign a supplemental agreement through negotiation separately. The supplemental agreement is a valid part of this Order and has the same legal effect as this Order.

The Seller:	The Buyer:
CEEG (Nanjing) Semiconductor materials Co., Ltd.	China Sunergy (Nanjing) Co., Ltd.
/s/ CEEG (Nanjing) Semiconductor materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
(Signature of Authorized Representative)	(Signature of Authorized Representative)
(Date of Signing): (Day)  (Month)  (Year)	(Date of Signing): (Day)  (Month)  (Year)

EX-4.59

Exhibit 4.59

English Translation for Reference Only

Sales Contract for Goods in the Group

(Contract No.: RSP13037)

Business Clauses

1. Both Parties of this Contract

	The Seller	The Buyer
Company Name:	CSUN Trading (HongKong) Co., Limited	China Sunergy Europe GmbH
Legal Representative:	Lu Tingxiu	Lu Tingxiu
Business Address	Flat 2, 19/F., Henan Building, 90-92 Jaffe RD, Wanchai, Hong Kong	Sonnenstr.2 80331 Munich, Germany
Tel./Fax:		86-25-58096523
Handled by:

2. Goods and Prices

Product Name	Specification	Quantity (PC)		Quantity (W)		Prices (Є/W)		Amount (Є)		Remarks
Polycrystalline silicon solar module	245W		7700		1886500.00		0.49		924385.00	ESP12087 Order for Spot Goods
Polycrystalline silicon solar module	250W		21000		5250000.00		0.49		2572500.00
Polycrystalline silicon solar module	255W		3500		892500.00		0.49		437325.00
Total:									3934210.00
Total amount: (Є)	RMB Three Million Nine Hundred and Thirty-four Thousand and Two Hundred and Ten Only

Remarks: The abovementioned price shall be subject to Incoterms 2000 Version: EXW Antwerp

The export goods shall have tray. The quality inspection department of the Seller provides the detection report on single piece of such batch of goods within three (3) days after shipment. The test report should be issued respectively based on the module tray when the test report is issued. Settlement per actual power.

3. Delivery Term and Place: July 2013, Antwerp warehouse

4. Terms of Payment for Goods: Paid by telegraphic transfer within ninety (90) days from the date of bill of lading.

5. Contract Attachment: General Terms of Sales Contract in the Group

The Seller: CSUN Trading (HongKong) Co., Limited	The Buyer: China Sunergy Europe GmbH
/s/ CSUN Trading (HongKong) Co., Limited (Company Seal)	/s/ China Sunergy Europe GmbH (Company Seal)
Date of Signing:

EX-4.60

Exhibit 4.60

English Translation for Reference Only

Processing Agreement

Contract No.: XSP1210901

The ordering party: China Sunergy (Nanjing) Co., Ltd.	Date of Signing: 4-Aug-12
The contractor: CEEG (Nanjing) Renewable Energy Co., Ltd.	Place of Signing: Nanjing, Jiangsu

Through full and friendly negotiation with regard to the constituting documents of contract and in accordance with relevant laws and regulations of the People's Republic of China, both parties agree to sign this Contract for the purpose of joint compliance:

1. Processing Contents and Fees

				Processing fees (RMB/w)
Name of finished product	Specification	Module quantity (piece)		Tax-excluding receipt		Tax-included unit price		Quantity of product unit consumption cell		Tax-included amount
Solar photovoltaic modules	Mono solar modules (235W-260W)		39909		1.45		1.70		60		15,943,645.50
											15,943,645.50

Total amount (RMB): (In words): RMB Fifteen Million Nine Hundred and Sixty-three Thousand and Six Hundred and Forty-five Point Five Only.

Remarks: 1. Amount of payment for goods includes 17% value-added tax.2. Amount is accounted based on the actual output power.

2. Processing Form

The ordering party provides solar cells of the following specification and quantity.

Name of custom-made object	Specification	Quantity of cell (piece)
Mono 156 cell	Mono, 200um thick, 156×156mm2 full square	760000×0.97= 737200
Mono 156 cell	Mono, 180um thick, 156×156mm2 full square	1050000×0.97=1018500
Mono-like 156 cell	Mono-like, 200um thick, 156×156mm2 full square	950000×0.97=921500

The contractor processes the product pursuant to the requirements: The ordering party provides materials pursuant to the contract agreement, and the contractor shall inspect the materials provided by the ordering party in time based on the contract agreement. If the materials are disqualified, the contractor shall give a notice to the ordering party forthwith for the purpose of replacement or supplement. The contractor shall not replace the materials provided by the ordering party without authorization.

If the ordering party provides drawings and technical specifications, the contractor shall strictly comply with them and accept the inspection by the ordering party.

3. Delivery Time and Place of Custom-made Object

Within forty-five (45) days after the contract takes effect and the cell of the ordering party is received, the contractor submits the custom-made object to Jiangning Economic & Technological Development Zone, Nanjing China Sunergy Warehouse, No. 123, Focheng West Road

4. Goods Packing, Transportation and Insurance, and Settlement Mode of Processing Fees

4.1 Within one (1) month after the custom-made object delivered pursuant to the agreement is qualified in the acceptance by the ordering party and the invoice is entered into account, processing fees are paid to the contractor by telegraphic transfer or bank acceptance.

4.2 Packing meets the long-distance transportation requirements. The contractor bears losses due to improper packing.

The contractor is responsible for the transportation, freight and insurance expenses.

4.4 Account information of contractor (account information of new energy)

Deposit Bank: Jiangning Development Zone Sub-branch of ICBC

Tax No.: 320121797130266 Account No.: 4301021109100121689

Address: No. 68, Shengtai Road, Jiangning Economic & Technological Development Zone, Nanjing

5. Inspection Mode and Term

All quality of goods, including quantity, parameters and appearance, goods type, production conditions and the like must completely meet the requirements of the ordering party. The ordering party shall finish the quality inspection within seven (7) days after receiving the goods and shall raise the quality objection within the above time limit in case of any quality problem; otherwise, it is deemed that the goods delivered by the contractor are qualified. If the ordering party raises the quality objection to the contractor but the contractor does not give any reply over one (1) week after receiving the written notice of quality objection, it is deemed that the contractor agrees with the quality objection requirements of the ordering party.

6. Reasonable Loss Standard and Calculation Method of Subject Matter:

Subject to the actually received goods (module) quantity and quality in the local place of the ordering party.

7. Liability for Breach of Contract:

7.1 If the model, specification and technical parameters of products delivered by the contractor fail to meet the contract agreement, the ordering party is entitled to select refund, replacement with qualified product and price reduction within the quality objection period based on the specific circumstances of products. The contractor shall give a reply within three (3) days after receiving the written handling opinions from the ordering party. If the contractor fails to give any reply within the time limit, it is deemed that the contractor agrees with the handling opinions from the ordering party.

7.2 If the contractor delivers goods exceeding the time limit, the contractor shall pay overdue liquidated damages to the ordering party based on 5/10000 of payment for goods of overdue delivery for each day delay.

7.3 If the contractor fails to delivers goods exceeding the time limit and still fails to perform the delivery obligation over seven (7) days, it is deemed that the contractor cannot deliver goods, the ordering party is entitled to give a notice to the contractor to rescind the contract, the contract is rescinded when the written rescission arrives at the contractor, the contractor shall compensate for losses against the ordering party therefrom, but the contractor does not have the ownership of silicon materials previously provided by the ordering party therefore.

8. Contract Transfer:

Without written consent from the other party, neither party may transfer rights and obligations in whole or in party in this Contract.

9. Contract Confidentiality:

Party A and Party B, their employees, agents, representatives or consultants shall deem all terms and conditions of this Contract and its any supplemental agreement as business secret and shall not disclose them to any third party without the consent from the other party. Otherwise, the default party shall make double compensation for direct or indirect losses against the other party therefrom.

10. Force Majeure:

If either party fails to perform the contract due to force majeure, such party shall give a written notice to the other party within seven (7) days after the incident occurs, submits the written certificates of relevant department within fifteen (15) days after the incident disappears, and is exempted from liabilities in whole or in party based on the effects of force majeure. In case of any force majeure after the delayed performance, no liabilities will be exempted.

11. Incorruptness:

If the Buyer and the Seller and their staff directly or indirectly present cash gift, precious articles, negotiable securities and provide improper interests by other disguised methods to staff of the other party, or either party or its staff engage in the transaction behavior similar to this Contract with staff or any third person introduced by the staff in the name of the company or individual, all above behaviors shall all be deemed as infringement on interests of the other party. The infringing party shall make double compensation for direct or indirect losses caused to the infringed party and the infringing party hereby assumes liquidated damages at 20% of total contract amount to the infringed party every time (the total amount shall not exceed RMB 1 million).

Reports against corruption: Monitoring report mailbox: JC@Chinasunerev.com., report tel.8625-5276 6726

12. No Commercial Fraud:

If the contractor provides the ordering party with false registration data, qualification certificate, information or hides facts and truth in violation of the principle of honesty and trustworthiness so as to cheat the ordering party or final user, it shall assume liquidated damages of 20% of contract amount to the ordering party (the total amount shall not exceed RMB 1 million); this provision doesn't affect liabilities for breach of contract which shall be borne by the contractor according to provisions of other articles.

13. Settlement of Dispute:

Any dispute arising from the effectiveness, performance, interpretation and the like of this Contract shall be settled by both parties in a friendly manner at first. If negotiation fails, such dispute is governed by the local people's court of first instance with jurisdiction of the ordering party. Relevant expenses (including attorney fees, travel expenses, evidence obtaining fees, notarial fees, litigation costs and the like) due to the lawsuit are borne by the losing party.

14. Effectiveness and Miscellaneous:

14.1 This Contract comes into effect after signature and seal by both parties. The contract contents are subject to the printed manuscript. In case of any changes, both parties shall sign, seal and confirm the changes. If the contract text is more than one (1) page, the seal on the perforation shall be affixed.

14.2 This Contract is made in duplicate with each party holding one (1) copy respectively and both having the same legal effect; both parties shall send the original of contract text to each other within three (3) working days after the contract is signed. The facsimile has the same effect as the original.

14.3 With regard to matters uncovered herein, both parties sign a supplemental agreement through negotiation. The supplemental agreement has the same legal effect as this Contract.

The ordering party	The contractor
Name: China Sunergy (Nanjing) Co., Ltd.	Name: CEEG (Nanjing) Renewable Energy Co., Ltd.
/s/ China Sunergy (Nanjing) Co., Ltd.	/s/ CEEG (Nanjing) Renewable Energy Co., Ltd.
Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing
Legal Representative:	Legal Representative:
Entrusted Agent:	Entrusted Agent:
Tel.: 025-52766661	Tel.:
Fax: 025-52766882	Fax:

EX-4.61

Exhibit 4.61

Sales Contract

Contract No.

Parties to this Sales Contract dated 2013-07-24 (“Sales Contract”) are:

CSUN Eurasia Energy Systems Industry and Trade Inc.,

a company duly organized, validly existing and in good standing as a legal person under the laws of Turkey, with its office address at Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 2nd floor, Aydinli-Tuzla 34957 ISTANBUL (Hereinafter referred to as “Seller”)

China Sunergy Europe GmbH,

a company duly organized, validly existing and in good standing as a legal person under the laws of Germeny, with its office address at Schillerstraße 42-44 ∙ 60313 Frankfurt ∙ Germany (Hereinafter referred to as “Buyer”)

Buyer hereby agrees to buy and Seller hereby agrees to sell the under mentioned Goods according to the terms and conditions stipulated herein:

1. Goods Description:

		Agreed Quantity				Unit Price
Item	Description of  Goods	(W)		(PCS)		( € /W)		(€ /PC)		Total Amount (€ )
1	CSUN240-60P		2400000		10000		0.55		132.00		1320000.00
2	CSUN245-60P		9800000		40000		0.55		134.75		5390000.00
3	CSUN250-60P		10000000		40000		0.55		137.50		5500000.00
4	CSUN255-60P		5100000		20000		0.55		140.25		2805000.00
5	Qsar260-60M		2600000		10000		0.59		153.40		1534000.00
6	Qsar265-60M		5300000		20000		0.59		156.35		3127000.00
	合计/Total										19676000.00

Total (in words):NINETEEN MILLION SIX HUNDRED AND SEVENTY-SIX THOUSAND

EURO

Note:

The warranty of product shall be 10 years and shall be transferrable, in accordance with the Limited Warranty for PV Modules (Article 9. Warranty Transfer), to any customer to which the Buyer transfers the modules under the conditions that CSUN Eurasia Energy Systems Industry and Trade Inc. makes a formal statement of the warranty transfer to the seller in writing.

The aforesaid Price shall be subject to the Trade Term of DDP Düsseldorf under Incoterms 2010.

The agreed price is exclusive of any and all taxes, customs duties, license fees and the like that shall be borne by Buyer under the Terms stipulated herein.

2. Payment

100% of the total contract amount shall be paid by Buyer through T/T within 90 days after the issue date of the transport document of the goods.

3. Shipment of Goods

3.1 The Goods shall be transported within 5 days after signing of the Sales Contract

3.2 Delivery Place

The goods hereunder shall be delivered from ISTANBUL TURKEY.

Final destination:

Zum Gut Heiligendonk 16-20 40472 Düsseldorf

4. Packing

Seller is responsible for packing and the packing shall be in accordance with the standard of (1) .. Seller shall be liable for damages of the Goods under the Sales Contract as the result of inadequate or improper packing, except for losses or damages as the result of the fault of the forwarder or of the causes that are beyond control of, or not imputable to Seller.

⑴Standard export packing for ocean transportation.

⑵Standard export packing for air tranportation.

5. Effectiveness of Contract

The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

6. Contract Provisions

6.1 Other provisions hereof shall refer to Annex: General Terms and Conditions.

6.2 Either party that changes its contact person shall forthwith notify the other Party in written.

6.3 Any amendments to the General Terms and Conditions shall be stipulated herebelow (if any): none

Seller:	Buyer:
CSUN Eurasia Energy Systems	China Sunergy Europe GmbH,
Industry and Trade Inc.
Signature/Seal:	Signature/Seal:
/s/ CSUN Eurasia Energy Systems	/s/ China Sunergy Europe GmbH
Industry and Trade Inc
Title:	Title:

EX-4.62

Exhibit 4.62

English Translation for Reference Only

CSUN Wafer (Material) Purchase Order

Contract No.: NPM11118651

Place of Signing: Jiangning District, Nanjing

The Seller: CEEG (Nanjing) Semiconductor Materials Co., Ltd.	The Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing	Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing
Contact Person of Contract: Li Jing	Contact Person of Contract: Niu Yuqiong
Tel.: 025-52095899	Tel.: 025-52766603

In accordance with the long-term purchase contract (Contract No.: NPM111186) signed on September 22, 2011 between the Buyer and the Seller, both parties, based on the principles of integrity and mutual benefit and through full negotiation, conclude the following order:

Order

1. Product Name, Specification & Model, Quantity, Unit Price, Total Prices

Serial number	Product Name	Specification & model	Unit		Quantity (Piece)		Unit Price (RMB/Piece)		Total prices (RMB)		Remarks
1	Poly-wafer	M156		Piece		12,000,000	¥	6.0		72,000,000.00
2	Mono-wafer	S156		Piece		6,250,000	¥	8.0		50,000,000.00

Total (in words): RMB One Hundred and Twenty-two Million Only (including 17% value-added tax)                                                  In figures: RMB 122,000,000.00

Remarks: During the performance term of this Order, if the market price of wafer falls, both parties may re-negotiate the price based on the market price. If the negotiation fails, the Buyer may terminate the order.

2. Delivery Term, Delivery Place and Transportation Mode of the Seller

2.1 Delivery term: The Seller shall deliver goods prior to February 28. If the Seller's supply can not delivery on time, both parties will re-negotiate based on the market price.

2.2 Delivery place: The Seller's factory

2.3 Transportation mode: Automobile transportation

3. Terms of Payment and Payment Time of the Buyer

After the order comes into effect, the Buyer makes payment for goods to the designated account of the Seller thirty (30) days after receiving the Seller's goods.

II. Modification and Supplement of General Terms

4. Effectiveness and Miscellaneous

4.1 This Order is made in duplicate with the Buyer and the Seller holding one (1) copy respectively and comes into effect after signature and seal by both parties.

4.2 The Buyer and the Seller shall send the original of order text to each other within three (3) working days after the contract is signed. The facsimile has the same effect as the original.

4.3 With regard to matters uncovered in this Order, both parties shall sign a supplemental agreement through negotiation separately. The supplemental agreement is a valid part of this Order and has the same legal effect as this Order.

The Seller:	The Buyer:
CEEG (Nanjing) Semiconductor materials Co., Ltd.	China Sunergy (Nanjing) Co., Ltd.
/s/ CEEG (Nanjing) Semiconductor materials Co., Ltd.	/s/ China Sunergy (Nanjing) Co., Ltd.
(Signature of Authorized Representative)	(Signature of Authorized Representative)
(Date of Signing): (Day)   (Month)    (Year)	(Date of Signing): March 18, 2013

EX-4.63

Exhibit 4.63

Framework Agreement for Purchase of CSUN

Contract No.:

Signed Place: Jiangning District, Nanjing city

Buyer:	CSUN Eurasia Energy System
	(hereinafter refered to as:CSUN or Buyer)

Address: İstanbul Endüstri ve Ticaret Serbest Bölgesi Akif Kopuz Caddesi T-10 parsel, B Blok, 1. Kat,Aydı

Contact person: Asya Koçak

Tel: 216.394 08 20

Seller: CEEG (SHANGHAI) SOLAR SCIENCE TECHNOLOGY CO., LTD

(hereinafter refered to as___or Seller)

Address: NO.5999 GUANGFULIN ROAD, SONGJIANG, SHANGHAI, CHINA

Contact person: Irene Yu

Tel: 8621 60259200

In accordance with the principle of good faith and mutualbenifit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase semi-finished solar module ( hereinafter refered to as Goods),the contend of the contract are as follows:

3. Name, Type, Quantity, Unit Price and Total price

Buyer will purchase 100,000 pieces of semi-finished solar module in 2013 from Seller, the actual price and quantity shall be confirmed by both parties through written purchase order.

2. Valid Period

This contract will keep effectiveness for one year, from the effective day to December 31, 2013.

3 Delivery, Package and Transportation Method

3.1 Delivery method: within the valid period of the contract, Seller shall supplies the Goods according to the Purchase Order provided by Buyer and deliver the Goods inaccordance with the the Purchase Order.

3.2 Delivery place: the place designated by Purchase Order

3.3 Package and Transportation Method: Article 2 of Annex 1 shall apply.

4. Payment terms

If Seller confirm the quality, specification, performance or quantity is in conformity with the stipulations of the the Purchase Order in accordance with this Agreement and the Purchase Order , the Buyer will pay the Goods within_30__days after receipt of the Commercial Invoice provided by Seller.

5 Miscellaneous

5.1 The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

5.2 Seller and Buyer shall send the original copies of the contract to each other within three working days after signed the contract. The facsimile copy has the equal effectiveness as the original copy.

5.3 The annex documents are integral parts of this contract, each page shall be stamped or signed by both parties. This contract has prior effectiveness, where there is no agreed terms by both parties in the contract, the General Terms and Conditions For Purchase Contract of CSUN(Annex 1) shall apply.

5.4 The Agreement is written in both English and Chinese and both languages shall be equally authentic.

In case of any discrepancy between two languages, the English version shall prevail.

Annexes:

Annex 1: the General Terms and Conditions For Purchase Contract of CSUN

Buyer: CSUN Eurasia Energy System Seller: CEEG (SHANGHAI) SOLAR SCIENCE TECHNOLOGY CO., LTD

Seal: /s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	Seal: /s/ CEEG (SHANGHAI) SOLAR SCIENCE TECHNOLOGY CO., LTD
Signature:	Signature:
Date:	Date:

EX-4.64

Exhibit 4.64

Framework Agreement for Purchase of CSUN

Contract No.:

Signed Place: Jiangning District, Nanjing city

Buyer:	CSUN Eurasia Energy System
	(hereinafter refered to as:CSUN or Buyer)

Address: İstanbul Endüstri ve Ticaret Serbest Bölgesi Akif Kopuz Caddesi T-10 parsel, B Blok, 1. Kat,Aydı

Contact person: Asya Koçak

Tel: 216.394 08 20

Seller: CEEG(NANJING)RENEWABLE ENERGY CO,LTD

(hereinafter refered to as___or Seller)

Address: NO.6, Shuige Road, Jiangning, Nanjing, 211100, China

Contact person: Irene Yu

Tel: 8625-52766666

In accordance with the principle of good faith and mutual benefit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase semi-finished solar module ( hereinafter referred to as Goods),the contend of the contract are as follows:

1. Name, Type, Quantity, Unit Price and Total Price

Buyer will purchase 100000 pieces of semi-finished solar module in 2013 from seller, the actual price and quantity shall be confirmed by both parties through written purchase order.

2. Valid Period

This contract will keep effectiveness for one year, from the effective day to December 31, 2013.

3. Delivery, Package and Transportation Method

3.1 Delivery method: within the valid period of the contract, Seller shall supplies the Goods according to the Purchase Order provided by Buyer and deliver the Goods in accordance with the the Purchase Order.

3.2 Delivery place: the place designated by. Purchase Order

3.3 Package and Transportation Method: Article 2 of Annex 1 shall apply.

4. Payment terms

If Seller confirm the quality, specification, performance or quantity is in conformity with the stipulations of the the Purchase Order in accordance with this Agreement and the Purchase Order , the Buyer will pay the Goods within_30__days after receipt of the Commercial Invoice provided by Seller.

5. Miscellaneous

5.1 The Sales Contract shall be made in two identical and same copies with each Party keeping one copy, and shall become effective upon being signed and sealed by Seller and Buyer.

5.2 Seller and Buyer shall send the original copies of the contract to each other within three working days after signed the contract. The facsimile copy has the equal effectiveness as the original copy.

5.3 The annex documents are integral parts of this contract, each page shall be stamped or signed by both parties. This contract has prior effectiveness, where there is no agreed terms by both parties in the contract, the General Terms and Conditions For Purchase Contract of CSUN(Annex 1) shall apply.

5.4 The Agreement is written in both English and Chinese and both languages shall be equally authentic.

In case of any discrepancy between two languages, the English version shall prevail.

Annexes:

Annex 1: the General Terms and Conditions For Purchase Contract of CSUN

Annex 2: the Technical Standards

Buyer:	Seller:
Seal:	Seal:
/s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	/s/CEEG(NANJING)RENEWABLE ENERGY CO,LTD
Signature:	Signature:
Date:	Date:

EX-4.65

Exhibit 4.65

Buyer: CSUN Eurasia Energy Systems Industry and Trade Inc.

Address :Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 1st floor, Aydinli-Tuzla 34957 ISTANBUL

Purchase Order

PO No.: Date:

Supplier :

CEEG(NANJING)RENEWABLE ENERGY CO,LTD

NO.6,SHUIGEROAD,

JIANG NING DISTRICT,

NANJING,CHINA

Address: NO.6,Shuige Road,Jiangning, Nanjing,211100, China

Tel: 8625-52766666

Fax: 8625-52766882

Contact Person : hong.yu@chinasunergy.com

Attention:

We are pleased to submit the Purchase Order for the attached Materials on the terms and conditions set forth below.

1 Specifications:

Material Name	Material No.	Specification	Quantity	Unit		Total amount
semi-finished solar module	550019	245-60P	4160		100.45	€	417,872.00
semi-finished solar module	550021	250-60P	24960		102.5	€	2,558,400.00
			Total amount:			€	2,976,272.00

2 Delivery date:	8/15/2013
3 Terms of Payment:	T/T 30days after received goods.

4 Shipment Term:	CIF Turkey, BY SEA
5 Specifications:	Csun's specifications as previous.
6 Broken Rate and Shortage:	Except forwarder problem, broken rate should be less than 0.3%, if over, supplier should be replaced them within 30 days. Supplier should replenish the shortage within 30 days after receiving the notice from buyer.
7 remarks:	This PO is made out in two originals, one original to be held by each party in witness thereof. Fax for this PO is same valid as original.

For and on behalf of	For and on behalf of
CSUN Eurasia Energy Systems Industry and	CEEG(NANJING)RENEWABLE ENERGY CO., LTD
Trade Inc.
/s/ CSUN Eurasia Energy	/s/ CEEG(NANJING)RENEWABLE
Systems Industry and	ENERGY CO., LTD
Trade Inc.
Date:	Date:

EX-4.66

Exhibit 4.66

Buyer: CSUN Eurasia Energy Systems Industry and Trade Inc.

Address :Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 1st floor, Aydinli-Tuzla 34957 ISTANBULnlı-Tuzla 34957 İSTANBUL Turkey

Purchase Order

PO No.: Date:

Supplier :

CEEG (SHANGHAI) SOLAR SCIENCE

TECHNOLOGY CO., LTD.

Address: NO.5999 GUANGFULIN ROAD, SONGJIANG, SHANGHAI, CHINA

Tel: 86 21 6025 9200

Fax: 86 21 6029 1900

Contact Person : hong.yu@chinasunergy.com

Attention:

We are pleased to submit the Purchase Order for the attached Materials on the terms and conditions set forth below.

1 Specifications:

Material Name	Material No.	Specification	Quantity	Unit		Total amount
semi-finished solar module	550035	265-60P	5720		113.95	€	651,794.00
semi-finished solar module	550035	250-60P	29120		102.5	€	2,984,800.00
			Total amount:			€	3,636,594.00

2 Delivery date:	8/15/2013
3 Terms of Payment:	T/T 30 days after received goods.

4 Shipment Term:	CIF Turkey, BY SEA
5 Specifications:	Csun's specifications as previous.
6 Broken Rate and Shortage:	Except forwarder problem, broken rate should be less than 0.3%, if over, supplier should be replaced them within 30 days.Supplier should replenish the shortage within 30 days after receiving the notice from buyer.
7 remarks:	This PO is made out in two originals, one original to be held by each party in witness thereof. Fax for this PO is same valid as original.

For and on behalf of	For and on behalf of
CSUN Eurasia Energy Systems Industry and Trade Inc.	CEEG (SHANGHAI) SOLAR SCIENCE
	TECHNOLOGY CO., LTD
/s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	/s/ CEEG (SHANGHAI) SOLAR SCIENCE
	TECHNOLOGY CO., LTD
Date:	Date:

EX-4.67

Exhibit 4.67

Buyer: CSUN Eurasia Energy System

Address :İstanbul Endüstri ve Ticaret Serbest Bölgesi Akif Kopuz Caddesi T-10 parsel, B Blok, 1. Kat, Aydınlı-Tuzla 34957 İSTANBUL Turkey

Purchase Order

PO No.: Date:

Supplier :

CEEG(NANJING)RENEWABLE ENERGY CO,LTD

NO.6,SHUIGEROAD,

JIANG NING DISTRICT,

NANJING,CHINA

Address:NO.6,Shuige Road,Jiangning, Nanjing,211100, China

Tel: 8625-52766666

Fax: 8625-52766882

Contact Person : hong.yu@chinasunergy.com

Attention:

We are pleased to submit the Purchase Order for the attached Materials on the terms and conditions set forth below.

1 Specifications:

Material Name	Material No.	Specification	Quantity	Unit		Total amount
semi-finished solar module	550019	245-60P	9000		105.35	€	948,150.00
semi-finished solar module	550021	250-60P	5000		107.5	€	537,500.00
			Total amount:			€	1,485,650.00

2 Delivery date:	3/30/2013
3 Terms of Payment:	T/T 30days after received goods.
4 Shipment Term:	CIF Turkey, BY SEA
5 Specifications:	Csun's specifications as previous.
6 Broken Rate and Shortage:	Except forwarder problem, broken rate should be less than 0.3%, if over, supplier should be replaced them within 30 days. Supplier should replenish the shortage within 30 days after receiving the notice from buyer.
7 remarks:	This PO is made out in two originals, one original to be held by each party in witness thereof. Fax for this PO is same valid as original.

For and on behalf of For and on behalf of

CSUN Eurasia Energy Systems Industry and Trade Inc.	CEEG(NANJING)RENEWABLE ENERGY CO., LTD
/s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	/s/ CEEG(NANJING)RENEWABLE ENERGY CO., LTD
Date:	Date:

EX-4.68

Exhibit 4.68

Buyer: CSUN Eurasia Energy System

Address :İstanbul Endüstri ve Ticaret Serbest Bölgesi Akif Kopuz Caddesi T-10 parsel, B Blok, 1. Kat, Aydınlı-Tuzla 34957 İSTANBUL Turkey

Purchase Order

PO No.: Date:

Supplier :

CEEG(SHANGHAI) SOLARSCIENCE TECHNOLOGY CO, LTD

Address: NO.5999 GUANGFULIN ROAD, SONGJIANG, SHANGHAI, CHINA

Tel: 86 21 60259200

Fax: 86 21 60291900

Contact Person : hong.yu@chinasunergy.com

Attention:

We are pleased to submit the Purchase Order for the attached Materials on the terms and conditions set forth below.

1 Specifications:

Material Name	Material No.	Specification	Quantity	Unit		Total amount
semi-finished solar module	550017	245-60P	3000		103.2	€	309,600.00
semi-finished solar module	550019	250-60P	9000		105.35	€	948,150.00
semi-finished solar module	550021	250-60p	11000		107.5	€	1,182,500.00
			Total amount:			€	2,440,250.00

2 Delivery date:	3/30/2013
3 Terms of Payment:	T/T 30 days after received goods.

4 Shipment Term:	CIF Turkey, BY SEA
5 Specifications:	Csun's specifications as previous.
6 Broken Rate and Shortage:	Except forwarder problem, broken rate should be less than 0.3%, if over, supplier should be replaced them within 30 days. Supplier should replenish the shortage within 30 days after receiving the notice from buyer.
7 remarks:	This PO is made out in two originals, one original to be held by each party in witness thereof. Fax for this PO is same valid as original.

For and on behalf of	For and on behalf of
CSUN Eurasia Energy Systems	CEEG(SHANGHAI)SOLAR SCIENCE TECHNOLOGY CO., LTD
/s/ CSUN Eurasia Energy Systems Industry and Trade Inc.	/s/ CEEG(SHANGHAI)SOLAR SCIENCE TECHNOLOGY CO., LTD
Date:	Date:

EX-4.69

Exhibit 4.69

English Translation for Reference Only

Agreement on Concerted Action between Bank and Enterprise

Party A:	Bank of Nanjing Co., Ltd.
	Jiangsu Branch of China Development Bank Co., Ltd.
	Jiangsu Branch of China Construction Bank Co., Ltd.
	Jiangsu Branch of Bank of Communications
	Nanjing Branch of China Merchants Bank Co., Ltd.
	Nanjing Branch of China Everbright Bank Co., Ltd.
Party B:	China Sunergy (Nanjing) Co., Ltd.
	CEEG (Nanjing) Renewable Energy Co., Ltd.
	CEEG (Shanghai) Solar Science Technology Co., Ltd.
	CSUN TRADING (HONGKONG) CO., LIMITED

In order to carry out the requirements of Minutes of China Banking Regulatory Commission, Jiangsu office (Su Yin Jian Ji Yao [2013] No. 19), support Party B to rapidly resume the production and get out of the dilemma, and alleviate the capital chain tension, Party A and Party B reach the following agreement for “concerted action” through friendly negotiation:

1. Party A’s Rights and Obligations

(1) At any time point during the valid term of this Agreement, if Party B’s production & operation conditions gradually improve, but no sufficient profitability has been recovered, Party A’s existing credit for Party B shall be maintained at or higher than the existing credit when this Agreement is signed and the credit variety includes but not limited to loans, trade financing, bank bill and other businesses.

(2) After Party B resumes the production and obtains sufficient profitability, pursuant to the assessment and confirmation by Party A and Party B, Party A is entitled to recover the existing credit for Party B under the premise that the normal production and operation of Party B are guaranteed.

(3) During the valid term of this Agreement, if Party A reduces the existing credit, the other members of Party A are entitled to recover their existing credit in advance.

(4) If major adverse changes take place in the PV industrial policies and regulatory policies, or Party B’s production and operation seriously deteriorate or operation benefits continuously decrease dramatically, Party A’s members may recover their existing credit after joint negotiation and written confirmation and this Agreement is terminated in advance.

2. Party B’s Rights and Obligations

(1) During the routine operations, Party B takes prudent and effective measures to positively reduce the costs, to ensure the maximum production capacity and to achieve the optimal operation benefits of the company with great efforts.

(2) Party B shall not manipulate or transfer profits, or impair Party A’s benefits by unfair connected transactions.

(3) Party B must solicit Party A’s consent with regard to important events, namely, significant asset disposal, equity change, profit distribution, foreign investment and guarantee, and the like.

3. Valid Term of Agreement

(1) The valid term of this Agreement is three (3) years, namely, from October 14, 2013 to October 13, 2016.

(2) During the abovementioned term, if Party A confirms, by a written resolution, that Party B’s business activities have been recovered to the normal state, the valid term of this Agreement is automatically terminated.

(Page of Signing)

Party A (Signature and Seal): Bank of Nanjing Co., Ltd.

/s/ Bank of Nanjing Co., Ltd.

Bank of Nanjing Co., Ltd. (Seal)

Legal Representative or Agent (Signature): Lin Fuzhi

Seal of Lin Fuzhi (Seal)

/s/ Lin Fuzhi

Party A (Signature and Seal): Jiangsu Branch of China Development Bank Co., Ltd.

Jiangsu Branch of China Development Bank Co., Ltd. (Seal)

/s/ Jiangsu Branch of China Development Bank Co., Ltd.

Principal or Agent (Signature): Mao Juncai

/s/ Mao Juncai

Party A (Signature and Seal): Jiangsu Branch of China Construction Bank Co., Ltd.

Jiangsu Branch of China Construction Bank Co., Ltd. (Seal)

/s/ Jiangsu Branch of China Construction Bank Co., Ltd.

Principal or Agent (Signature): Fan Qinggang

Seal of Fan Qinggang (Seal)

/s/ Fan Qinggang

Party A (Signature and Seal): Jiangsu Branch of Bank of Communications

Jiangsu Branch of Bank of Communications (Seal)

/s/ Jiangsu Branch of Bank of Communications

Principal or Agent (Signature): Chai Weiping

/s/Chai Weiping

Party A (Signature): Nanjing Branch of China Merchants Bank Co., Ltd.

Nanjing Branch of China Merchants Bank Co., Ltd. (Seal)

/s/ Nanjing Branch of China Merchants Bank Co., Ltd.

Principal or Agent (Signature): Jin Yizhi

Seal of Jin Yizhi (Seal)

/s/ Jin Yizhi

(Page of Signing)

Party A (Signature and Seal): Jiangsu Branch of Bank of Communications

Jiangsu Branch of Bank of Communications (Seal)

/s/ Jiangsu Branch of Bank of Communications

Principal or Agent (Signature): Gong Xiaoyuan

/s/Gong Xiaoyuan

Party B (Signature and Seal): China Sunergy (Nanjing) Co., Ltd.

China Sunergy (Nanjing) Co., Ltd. (Seal)

/s/ China Sunergy (Nanjing) Co., Ltd.

Legal Representative or Agent (Signature): Lu Tingxiu

Seal of Lu Tingxiu (Seal)

/s/ Lu Tingxiu

Party B (Signature and Seal): CEEG (Nanjing) Renewable Energy Co., Ltd.

CEEG (Nanjing) Renewable Energy Co., Ltd. (Seal)

/s/ CEEG (Nanjing) Renewable Energy Co., Ltd.

Legal Representative or Agent (Signature): Lu Tingxiu

Seal of Lu Tingxiu (Seal)

/s/ Lu Tingxiu

Party B (Signature and Seal): CEEG (Shanghai) Solar Science Technology Co., Ltd.

CEEG (Shanghai) Solar Science Technology Co., Ltd. (Seal)

/s/ CEEG (Shanghai) Solar Science Technology Co., Ltd

Legal Representative or Agent (Signature): Lu Tingxiu

Seal of Lu Tingxiu (Seal)

/s/ Lu Tingxiu

Party B (Signature and Seal): CSUN TRADING (HONGKONG) CO., LIMITED

CSUN TRADING (HONGKONG) CO., LIMITED (Seal)

/s/ CSUN TRADING (HONGKONG) CO., LIMITED

Legal Representative or Agent (Signature): Lu Tingxiu

/s/ Lu Tingxiu

EX-8.1

Exhibit 8.1

List of Subsidiaries of China Sunergy Co., Ltd. (the “Registrant”)

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. China Sunergy (Shanghai) Co., Ltd., incorporated in the People’s Republic of China.

6. CEEG (Shanghai) Solar Science Technology Co., Ltd., incorporated in the People’s Republic of China.

7. CEEG (Nanjing) Renewable Energy Co., Ltd., incorporated in the People’s Republic of China.

8. Lianyungang Yuanhui Solar Power Co., Ltd., incorporated in the People’s Republic of China.

9. China Sunergy (US) Clean Tech Inc, incorporated in the United States of America.

10. China Sunergy (Yangzhou) Co., Ltd., incorporated in the People’s Republic of China.

11. China Sunergy Trading (Hong Kong) Co., Limited, incorporated in Hong Kong.

12. CSUN International (Kong Kong) Co., Limited, incorporated in Hong Kong.

13. China Sunergy Luxembourg S.A., incorporated in Luxembourg.

14. CSUN Holding (Luxembourg) S.a.r.l, incorporated in Luxembourg.

15. CSUN Renewable Energy (France) S.a.r.l, incorporated in France.

16. CSUN Eurasia Energy Systems Industry and Trade Inc., incorporated in Turkey.

17. CSUN Eurasia Energy Technologies Industry and Trade Inc., incorporated in Turkey.

18. CSUN Holding UK Ltd., incorporated in the United Kingdom.

19. CSUN (Italy) S.a.r.l, incorporated in Italy.

20. AEE Renewables UK 6 Limited Company, incorporated in the United Kingdom.

21. AEE Renewables UK 7 Limited Company, incorporated in the United Kingdom.

22. CSUN Australia Pty. Ltd., incorporated in Australia.

23. CSUN (Japan) Solar Energy Co., Ltd., incorporated in Japan.

EX-12.1

Exhibit 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 29, 2014

By:	/s/ Stephen Zhifang Cai
Name:	Stephen Zhifang Cai
Title:	Chief Executive Officer

EX-12.2

Exhibit 12.2

Certification by the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Yongfei Chen, 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 of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 29, 2014

By:	/s/ Yongfei Chen
Name:	Yongfei Chen
Title:	Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification by the Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of China Sunergy Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen Zhifang Cai, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2014

By:	/s/ Stephen Zhifang Cai
Name:	Stephen Zhifang Cai
Title:	Chief Executive Officer

EX-13.2

Exhibit 13.2

Certification by the Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of China Sunergy Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yongfei Chen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2014

By:	/s/ Yongfei Chen
Name:	Yongfei Chen
Title:	Chief Financial Officer

EX-15.1

Exhibit 15.1

April 29, 2014

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”)

Annual Report on Form 20-F

We hereby consent to the filing of this letter as an exhibit to the Company’s annual report on Form 20-F for the year ended 31 December, 2013 with the U.S. Securities and Exchange Commission. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

Conyers Dill & Pearman (Cayman) Limited

/s/ Conyers Dill & Pearman (Cayman) Limited

EX-15.2

Exhibit 15.2

Consent of Jun He Law offices, PRC Counsel

April 29, 2014

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 in China” in the Annual Report on Form 20-F of the Company for the year ended December 31, 2013.

Yours faithfully,

For and on behalf of

JUN HE LAW OFFICES

/s/ JUN HE LAW OFFICES

EX-15.3

Exhibit 15.3

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 29, 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 ended December 31, 2013.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Nanjing, China

April 29, 2014

XML

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Dec. 31, 2013

Amounts due from related parties [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

Amounts due from related parties:

	Years ended December 31,
	2012		2013
	$		$
Trade related balances		63,801,695		78,319,560
Non-trade related balances		3,205,133		5,667,293
Amounts due from related parties		67,006,828		83,986,853

Trade related balances to receivables and prepayments [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

Trade related balances pertain to receivables and prepayments in respect of sales and inventory acquisition or land use right purchases from related parties with common ultimate investors. Details with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
CEEG (Nanjing) Semiconductor Co., Ltd.		63,801,695		74,922,671
China Electric Equipment Group Co., Limited		-		1,833,709
CEEG (Nanjing) Solar Research Institute		-		1,527,431
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		35,749
		63,801,695		78,319,560

Amounts due to related parties [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

Amounts due to related parties:

	At December 31,
	2012		2013
	$		$
Trade related balances		56,319,984		6,609,510
Non-trade related balances		14,262,486		5,188,009
Amounts due to related parties		70,582,470		11,797,519

Trade related balances to payables and pre-collected amounts [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

Details of trade related balances with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		3,181,214
China Electric Equipment Group Co., Ltd.		-		454,759
CEEG (Nanjing) Intelligent Technology Co., Ltd.		-		190,067
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		1,701,026
CEEG (Nanjing) Semiconductor Co., Ltd.		56,319,984		1,082,444
		56,319,984		6,609,510

Sales to related parties [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

sales to related parties with common ultimate investors:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
CEEG Nanjing International Trade Co., Ltd.		4,682		-		-
CEEG (Nanjing) Solar Research Institute		10,113,561		4,997,073		1,450,689
CEEG (Nanjing) Semiconductor Co., Ltd.		15,609		-		247,563
China Electric Equipment Group (Hong Kong) Co., Limited		36,250		245,341		71,852
China Electric Equipment Group Co., Limited		-		51,216		7,435,809
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		537,278		606,322
CEEG Korea Co., Ltd.		-		1,393		-
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		38,893
		10,170,102		5,832,301		9,851,128

Purchases from related parties [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

purchase of raw materials from related parties with common ultimate investors are as follows:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
China Electric Equipment Group Co., Ltd.		-		-		4,778,993
CEEG (Nanjing) Semiconductor Co., Ltd.		73,351,421		32,011,217		21,449,705
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		4,811,590
CEEG (Jiangsu) Insulative New Material Co., Ltd.		21,670		3,852,558		6,181,715
CEEG (Nanjing) Special Transformer Co., Ltd.		-		-		181
		73,373,091		35,863,775		37,222,184

Short-term borrowings [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Balances and Transactions

Short-term borrowings from CEEG Semi, with common ultimate investors, are as follows:

	Years ended December 31,
	2011		2012			2013
	$		$			$
Opening balance		-		-			(9,545,760	)
Borrowings		-		(116,935,560	)		(28,713,240	)
Repayment		-		107,389,800			38,259,000
Closing balance		-		(9,545,760	)		-

XML

PREPAID LAND USE RIGHTS (Schedule of Land Use Rights, Net) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
PREPAID LAND USE RIGHTS [Abstract]
Prepaid land use rights, cost	$ 30,086,477	$ 30,086,477
Less: Accumulated amortization	(2,201,737)	(1,539,060)
Prepaid land use rights, net	$ 27,884,740	$ 28,547,417

XML

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Reconciliation of Allowance for Doubtful Accounts) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]
Opening balance	$ (63,006,093)	$ (15,869,894)	$ (3,213,378)
Addition	(10,337,119)	(47,400,809)	(12,267,390)
Reversal	9,836,790
Write-off		361,049	86,052
Effect of exchange rate change in foreign currency	(1,433,783)	(96,439)	(475,178)
Ending balance	$ (64,940,205)	$ (63,006,093)	$ (15,869,894)

XML

INCOME TAXES (Schedule of Income Tax Expense (Benefit)) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current income tax expense:
PRC	$ (1,981,113)		$ (822,238)
Other jurisdictions	(1,881,831)	(339,223)	(2,866,755)
Total current income tax expense	(3,862,944)	(339,223)	(3,688,993)
Deferred income tax credit
PRC	1,481,687	(17,231,276)	17,460,955
Other jurisdictions	1,253,630	1,275,278
Total deferred income tax credit	2,735,317	(15,955,998)	17,460,955
Total income tax credit (expense)	$ (1,127,627)	$ (16,295,221)	$ 13,771,962

XML

PREPAID LAND USE RIGHTS (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
PREPAID LAND USE RIGHTS [Abstract]
Prepaid land use right for future expansion		$ 5,800,000
Amortization expense	662,677	637,687	300,536
Amortization expense, 2014	654,445
Amortization expense, 2015	654,445
Amortization expense, 2016	654,445
Amortization expense, 2017	654,445
Amortization expense, 2018	$ 654,445

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RELATED PARTY TRANSACTIONS AND BALANCES (Trade Related Balances to Receivables and Prepayments) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Related Party Transaction [Line Items]
Amounts due from related parties	$ 83,986,853	$ 67,006,828
Trade Related Balances [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	78,319,560	63,801,695
Trade Related Balances [Member] | CEEG (Nanjing) Semiconductor Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	74,922,671	63,801,695
Trade Related Balances [Member] | China Electric Equipment Group Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	1,833,709
Trade Related Balances [Member] | CEEG (Nanjing) Solar Research Institute [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	1,527,431
Trade Related Balances [Member] | CEEG (Jiangsu) Insulative New Material Co.,Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	$ 35,749

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Purchase and Selling Transactions) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Polysilicon [Member]
Purchasing And Selling Inventory [Line Items]
Purchase	$ 2,704,839
Solar wafer [Member]
Purchasing And Selling Inventory [Line Items]
Sell	155,869	7,459,649	1,126,939
Solar cell [Member]
Purchasing And Selling Inventory [Line Items]
Sell			2,409,196
Purchase	382,716	26,887,923	6,562,641
Solar module [Member]
Purchasing And Selling Inventory [Line Items]
Sell	1,790,579	1,148,789
Purchase			$ 12,523,974

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INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2013

INTANGIBLE ASSETS, NET [Abstract]

Schedule of Components of Intangible Assets

	At December 31,
	2012			2013
	$			$
Customer relationships		8,073,439			8,073,439
Order backlog		44,852			44,852
Others		4,485			4,485
		8,122,776			8,122,776
Less: Accumulated amortization		(6,136,155	)		(8,122,776	)
Total		1,986,621			-

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RELATED PARTY TRANSACTIONS AND BALANCES (Narrative) (Details) (USD $)	12 Months Ended						1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Dec. 31, 2012 CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Dec. 31, 2011 CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Feb. 28, 2011 China Sunergy (Shanghai) Co., Ltd. ("Sunergy Nanjing") [Member]	Mar. 31, 2011 NRE [Member] sqft	Dec. 31, 2013 Non-trade related balance [Member]	Dec. 31, 2012 Non-trade related balance [Member]	Dec. 31, 2013 Non-trade related balance [Member] Nanjing, PRC to Turkey through China Electric Equipment Group Co., Ltd. and the others mainly pertains to Eco Energy s.r.l's [Member]	Dec. 31, 2012 Non-trade related balance [Member] Nanjing, PRC to Turkey through China Electric Equipment Group Co., Ltd. and the others mainly pertains to Eco Energy s.r.l's [Member]	Dec. 31, 2012 Non-trade related balance [Member] CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Dec. 31, 2013 Non-trade related balance [Member] China Electric Equipment Group Co., Ltd. [Member]	Dec. 31, 2013 Trade related balances [Member]	Dec. 31, 2012 Trade related balances [Member]	Dec. 31, 2013 Trade related balances [Member] CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Dec. 31, 2012 Trade related balances [Member] CEEG (Nanjing) Semiconductor Co., Ltd. [Member]	Dec. 31, 2013 Trade related balances [Member] China Electric Equipment Group Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	$ 83,986,853	$ 67,006,828							$ 5,667,293	$ 3,205,133	$ 3,963,883	$ 2,065,787			$ 78,319,560	$ 63,801,695	$ 74,922,671	$ 63,801,695	$ 1,833,709
Amounts due to related parties	11,797,519	70,582,470							5,188,009	14,262,486			11,400,000	4,100,000	6,609,510	56,319,984	1,082,444	56,319,984	454,759
Land purchased for use								8,000,000
Area of land								25,000
Purchased equipment and technology services							800,000
Machinery transferred	2,100,000	1,600,000
Borrowings				28,713,240	116,935,560
Repayment				38,259,000	107,389,800
Loan to related party				44,300,000
Forgiveness of interest owe to a related party	$ 2,436,882

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INCOME TAXES (Schedule of Deferred Tax Liabilities) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Deferred tax liabilities:
Intangible assets	$ (451,042)	$ (956,099)
Analysis as:
Current	(6,133)	(518,592)
Non-current	(444,909)	(437,507)
Total deferred tax liabilities	$ (451,042)	$ (956,099)

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COMMITMENTS AND CONTINGENCIES (Schedule of Long-Term Supply Agreements) (Details) (USD $)	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES [Abstract]
2014	$ 281,710,377
2015	281,710,377
2016	281,710,377
Total	$ 845,131,131

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BANK BORROWINGS (Schedule of Bank Borrowings) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
BANK BORROWINGS [Abstract]
Short-term bank borrowings	$ 304,827,038	$ 463,554,185
Current portion of long-term debt	35,427,888	48,865,064
Long-term bank borrowings	265,975,939	122,859,120
Total	$ 606,230,865	$ 635,278,369

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SHARE-BASED COMPENSATION (Schedule of Stock Option Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Number of Options
Outstanding	344,190
Forfeited	(47,070)
Outstanding at December 31, 2013	297,120
Weighted average exercise price
Outstanding	$ 1.197
Forfeited	$ 1.283
Outstanding at December 31, 2013	$ 1.087
Weighted average remaining contractual term
Outstanding at December 31, 2013	2 years 7 months 24 days
Aggregate intrinsic value
Outstanding at December 31, 2013

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COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Payments Under Operating Leases (Details) (USD $)	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES [Abstract]
2014	$ 1,837,773
2015	1,684,326
2016	105,598
2017	58,051
2018	29,523
Over 5 years	61,507
Future minimum lease payments	$ 3,776,778

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RELATED PARTY TRANSACTIONS AND BALANCES (Trade Related Balances to Payables and Pre-Collected Amounts) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Related Party Transaction [Line Items]
Amounts due to related parties	$ 11,797,519	$ 70,582,470
Trade Related Balances [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	6,609,510	56,319,984
Trade Related Balances [Member] | Jiangxi Jingde Semiconductor New Material Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	3,181,214
Trade Related Balances [Member] | China Electric Equipment Group Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	454,759
Trade Related Balances [Member] | CEEG (Jiangsu) Intelligent Technology Co., Limited [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	190,067
Trade Related Balances [Member] | CEEG (Jiangsu) Insulative New Material Co.,Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	1,701,026
Trade Related Balances [Member] | CEEG (Nanjing) Semiconductor Co., Ltd. [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	$ 1,082,444	$ 56,319,984

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COMMITMENTS AND CONTINGENCIES (Schedule of Purchase Commitments) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 858,487,886	$ 919,719,752	$ 1,365,148,673
Property, plant and equipment [Member]
Long-term Purchase Commitment [Line Items]
Purchase commitments	13,356,755	20,415,660	51,095,125
Silicon raw materials [Member]
Long-term Purchase Commitment [Line Items]
Purchase commitments	$ 845,131,131	$ 899,304,092	$ 1,314,053,548

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RELATED PARTY TRANSACTIONS AND BALANCES (Amounts Due from Related Parties) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Related Party Transaction [Line Items]
Amounts due from related parties	$ 83,986,853	$ 67,006,828
Trade related balances [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	78,319,560	63,801,695
Non-trade related balance [Member]
Related Party Transaction [Line Items]
Amounts due from related parties	$ 5,667,293	$ 3,205,133

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INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
INCOME TAXES [Abstract]
PRC statutory enterprise income tax rate	25.00%	25.00%	25.00%
Different tax rates in other jurisdictions	(3.30%)	(0.50%)	1.20%
Other non-deductible expense for tax purposes	(5.30%)	(0.20%)	(0.10%)
Effect of tax holiday	(5.50%)	(5.20%)	(4.90%)
Effect of future tax rate change	8.30%	7.80%	(1.60%)
50% additional deduction of R&D expense	1.20%	0.70%	0.80%
Change in valuation allowance	(23.50%)	(41.10%)	(3.40%)
Others	0.90%	(0.40%)	(0.90%)
Effective income tax rate	(2.20%)	(13.90%)	16.10%
Gross tax exemption	$ 2,756,938	$ 6,041,242	$ 5,255,781
Tax holiday per share-basic	$ 0.01	$ 0.03	$ 0.02
Tax holiday per share-diluted	$ 0.01	$ 0.03	$ 0.02
Percentage of additional deduction of R&D	50.00%

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

18. SUbsequent events

On March 27, 2014, the Group has signed a share transfer agreement with its affiliated company, China Electric Equipment Group Co., Ltd., under which the Group agreed to sell and China Electric Equipment Group Co., Ltd. agreed to purchase, 100% of the equity interest in Sunergy Shanghai, a non-operating subsidiary of the Company, for a total consideration of approximately RMB 231.2 million (US$37.7 million). As a result, the Group expects to receive the cash proceeds of approximately RMB 79.6 million (US$13.0 million) from the transaction in the second quarter of 2014. The remaining consideration will be settled through forgiveness of the amount due from the Group by Sunergy Shanghai.

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings (Loss) Per Share) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding securities	297,120	5,155,598	14,091,376
Outstanding options and restricted shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding securities	297,120	344,190	676,744
Assumed conversion of convertible senior notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding securities		4,811,408	13,414,632

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ORGANIZATION AND PRINCIPAL ACTIVITIES (Details)	12 Months Ended
	Dec. 31, 2013
China Sunergy Co., Ltd.("China Sunergy BVI") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy (Hong Kong) Co.,Limited ("Sunergy Hong Kong") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy Europe Gmbh [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy (Shanghai) Co., Ltd. ("Sunergy Nanjing") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy (Shanghai) Co., Ltd. ("Sunergy Shanghai") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CEEG (Shanghai) Solar Science Technology Co., Ltd. ("SST") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CEEG (Nanjing) Renewable Energy Co., Ltd ("NRE") [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy (US) Clean Tech Inc [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Trading (Hong Kong) Co., Limited [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy (Yangzhou) Co., Ltd [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
China Sunergy Luxembourg S.A [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN International (Hong Kong) Co., Ltd [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Holding (Luxembourg) s.a.r.l [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Renewable Energy (France) S.A.R.L [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Holding UK LTD [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Italy S.R.L [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
Hami Huiteng Electrics Co., Ltd [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
CSUN Eurasia Enerji Sistemleri Sanayi ve Ticaret Anonim Sirketi [Member]
Business Acquisition [Line Items]
Percentage of ownership	80.00%
CSUN Eurasia Enerji Teknolojileri Sanayi ve Ticaret Anonim Sirketi [Member]
Business Acquisition [Line Items]
Percentage of ownership	80.00%
AEE Renewable UK 6 Limited [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%
AEE Renewable UK 7 Limited [Member]
Business Acquisition [Line Items]
Percentage of ownership	100.00%

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SHARE-BASED COMPENSATION (Schedule of Assumptions Used to Estimate Fair Value) (Details)	0 Months Ended	12 Months Ended
	Jan. 09, 2009	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average risk-free rate of return, minimum		1.51%
Average risk-free rate of return, maximum		2.40%
Contractual life of the option	10 years
Volatility rate		84.00%
Dividend yield		0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual life of the option		6 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual life of the option		10 years

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SCHEDULE I (STATEMENT OF CASH FLOWS) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities:
Net loss attributable to China Sunergy Co., Ltd.	$ (50,609,081)	$ (133,580,664)	$ (94,292,695)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation		217	(108,222)
Gain on repurchase of convertible senior notes		(10,348,750)	(7,440,000)
Amortization of convertible senior notes	15,934	964,749	1,630,061
Others	112,339	152,554	(223,638)
Changes in operating assets and liabilities:
Amounts due from subsidiaries	(16,980,025)	(36,750,808)	12,321,646
Net cash provided by (used in) operating activities	(103,145,212)	(15,612,697)	(112,912,407)
Investing activities:
Decrease in restricted cash	32,415,250	(142,176,204)	553,448
Purchase of PPE	(40,901,214)	(44,288,415)	(60,676,805)
Net cash provided by investing activities	2,196,514	(183,446,465)	(60,096,424)
Financing activities:
Payment of convertible senior notes repurchase	(1,500,000)	(15,651,250)	(9,060,000)
Net cash used in financial activities	(30,895,326)	171,163,933	260,935,357
Net increase (decrease) in cash and cash equivalents	(129,016,840)	(26,166,447)	103,010,794
Cash and cash equivalents at the beginning of the year	183,312,417	209,478,864	106,468,070
Cash and cash equivalents at the end of the year	54,295,577	183,312,417	209,478,864
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received in connection with share-lending arrangement	(2,097,340)	443,100	(16,867,340)
Parent Company [Member]
Operating activities:
Net loss attributable to China Sunergy Co., Ltd.	(50,609,081)	(133,580,664)	(94,292,695)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in gains/losses of subsidiaries	50,695,469	141,703,447	99,222,232
Share-based compensation		217	(108,222)
Gain on repurchase of convertible senior notes		(10,348,750)	(7,440,000)
Amortization of convertible senior notes	15,934	964,750	1,630,060
Others		(256,363)	(223,637)
Changes in operating assets and liabilities:
Other receivables	(61,798)	(52,466)	200,758
Other liabilities	(752,627)	(11,832)	(876,334)
Amounts due from subsidiaries	2,318,743	15,517,779	(1,300,418)
Net cash provided by (used in) operating activities	1,606,640	13,936,118	(3,188,256)
Investing activities:
Decrease in restricted cash			11,250,000
Purchase of PPE	(3,511)
Net cash provided by investing activities	(3,511)		11,250,000
Financing activities:
Payment of convertible senior notes repurchase	(1,500,000)	(15,651,250)	(9,060,000)
Net cash used in financial activities	(1,500,000)	(15,651,250)	(9,060,000)
Net increase (decrease) in cash and cash equivalents	103,129	(1,715,132)	(998,256)
Cash and cash equivalents at the beginning of the year	298,551	2,013,683	3,011,939
Cash and cash equivalents at the end of the year	401,680	298,551	2,013,683
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received in connection with share-lending arrangement		$ 443,100	$ (16,867,340)

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

INCOME TAXES [Abstract]

Schedule of Income Taxes by Tax Jurisdictions

The provision for income taxes by tax jurisdictions for the years ended December 31, 2011, 2012 and 2013 is as follows:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Loss from operations before income tax:
PRC		(111,763,011	)		(107,662,760	)		(42,999,102	)
Other jurisdictions		3,698,354			(9,635,640	)		(7,482,743	)
Total loss before income tax		(108,064,657	)		(117,298,400	)		(50,481,845	)

Schedule of Income Tax Expense (Benefit)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Current income tax expense:
PRC		(822,238	)		-			(1,981,113	)
Other jurisdictions		(2,866,755	)		(339,223	)		(1,881,831	)
		(3,688,993	)		(339,223	)		(3,862,944	)
Deferred income tax benefit (expense)
PRC		17,460,955			(17,231,276	)		1,481,687
Other jurisdictions		-			1,275,278			1,253,630
		17,460,955			(15,955,998	)		2,735,317
Total income tax benefit (expense)		13,771,962			(16,295,221	)		(1,127,627	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:

	Years ended December 31,
	2011			2012			2013
PRC statutory enterprise income tax rate		25.0	%		25.0	%		25.0	%
Different tax rates in other jurisdictions		1.2	%		(0.5	)%		(3.3	)%
Other non-deductible expense for tax purposes		(0.1	)%		(0.2	)%		(5.3	)%
Effect of tax holiday		(4.9	)%		(5.2	)%		(5.5	)%
Effect of future tax rate change		(1.6	)%		7.8	%		8.3	%
50% additional deduction of R&D expense		0.8	%		0.7	%		1.2	%
Change in valuation allowance		(3.4	)%		(41.1	)%		(23.5	)%
Others		(0.9	)%		(0.4	)%		0.9	%
		16.1	%		(13.9	)%		(2.2	)%

Schedule of Deferred Tax Assets

	At December 31,
	2012			2013
	$			$
Deferred tax assets:
Depreciation of property, plant and equipment		1,720,769			2,188,731
Warranty costs		4,231,091			5,058,369
Inventory write-down		932,744			517,001
Allowance for doubtful account		13,486,357			14,608,597
Net operating loss carry forwards		39,472,810			51,570,404
Fixed assets impairment		169,793			175,045
Others		64,535			49,603
Gross total deferred tax assets		60,078,099			74,167,750
Valuation allowances		(52,895,481	)		(64,754,872	)
Net deferred tax assets		7,182,618			9,412,878
Analysis as:
Current		1,727,054			1,922,242
Non-current		5,455,564			7,490,636
Total deferred tax assets		7,182,618			9,412,878

Schedule of Deferred Tax Liabilities

	At December 31,
	2012			2013
	$			$
Deferred tax liabilities:
Intangible assets		(956,099	)		(451,042	)
Total deferred tax liabilities		(956,099	)		(451,042	)
Analysis as:
Current		(518,592	)		(6,133	)
Non-current		(437,507	)		(444,909	)
Total deferred tax liabilities		(956,099	)		(451,042	)

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INVENTORIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
INVENTORIES [Abstract]
Raw materials	$ 11,170,602	$ 31,080,141
Work-in-process	12,528,549	9,379,249
Finished goods	20,958,503	43,396,231
Inventories	44,657,654	83,855,621
Inventory write down	$ 1,663,051	$ 6,925,478	$ 7,765,270

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OTHER (EXPENSE) INCOME, NET (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposal of subsidiaries (Note (a))	$ 2,196,198	[1]		[1]		[1]
Hami Huiteng Electrics Co., Ltd [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	100.00%
Consideration for disposal	4,300,000
Collected	2,700,000
Carrying value of the assets for sale	3,600,000
Gain on disposal of subsidiaries (Note (a))	700,000	[1]
Jinchang New Sunshine Solar Power Co., Ltd [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	100.00%
Consideration for disposal	1,900,000
Collected	1,600,000
Carrying value of the assets for sale	400,000
Gain on disposal of subsidiaries (Note (a))	$ 1,500,000	[1]

[1] The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company's wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd ("Jinchang New Sunshine") and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng"). Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013. The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net. The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net. The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

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FAIR VALUE MEASUREMENT (Schedule of Recurring Fair Value Measurements) (Details) (USD $)	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contract	$ (72,501)
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contract
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contract	(72,501)
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contract

XML

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Warranty Costs) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]
Beginning Balance	$ 17,163,711	$ 14,763,321	$ 8,630,604
Addition	3,366,686	2,760,248	6,233,291
Claimed	(401,123)	(359,858)	(100,574)
Ending Balance	$ 20,129,274	$ 17,163,711	$ 14,763,321

XML

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

(a) Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group's ability to generate cash flows from operations, and the Group's ability to arrange adequate financing arrangements, including the renewal or rollover of its bank borrowings, to support its working capital requirements.

The following factors raise doubt about the Group's ability to continue as a going concern for the foreseeable future.

· The solar industry is being negatively impacted by a number of factors including excess capacity, reduction of government incentives in key solar markets, higher import tariffs and the European debt crisis. These factors have contributed to declining average selling prices for the Group's products. Since December 31, 2011, the Group's average selling price of modules has fallen from $1.36/watt to $0.59/watt in 2013.

· For the year ended December 31, 2013, the Group incurred an operating loss of $39.9 million and for the year ended December 31, 2012 a loss from operations of $105.7million.

· During the year December 31, 2013, the Group experienced negative cash flow of $103.1 million from operations.

· As of December 31, 2013, the Group's current liabilities exceed its current assets by $12.4 million. While the Group had cash and cash equivalents of $54.3 million and restricted cash of $194.2 million, it had short-term bank borrowings of $304.8 million, all due within one year and the current portion of long-term debt amounting to $35.4 million.

These factors are mitigated by the following plans and actions:

· The Group has entered into a written agreement with six commercial banks who agreed to continue providing financial support to the Group, including extensions and renewals of existing loans, representing 67% of the total outstanding loans from these banks as of December 31, 2013.

· While there can be no assurance that the Group will be able to refinance its short-term bank borrowings as they become due, historically, the Group has renewed or rolled over most of its short-term bank loans upon the maturity date of the loans and has assumed it will continue to be able to do so. From January 1, 2014 to March 31, 2014, the Group renewed short-term bank borrowings of $93.9 million.

· The Group has taken a number of cost reduction initiatives. Since the second half of 2011, the Group has implemented its business strategy of cost reduction through research and development efforts at each stage of its vertically integrated manufacturing process and economies of scale through expanding its solar module business.

· The Group has successfully expanded a portion of its manufacturing to Europe through establishing plants to manufacture and sell solar products in Turkey. The Group believes the overseas production capacities will enable them to stay closer to the European market than certain of their competitors which only conduct manufacturing operations in China, capture business opportunities in emerging solar power markets like Turkey and neighboring countries and mitigate the adverse effect on our sales to European countries caused by anti-dumping and countervailing duties that may be imposed.

Based on the above factors, management believes that adequate sources of liquidity will exist to fund the Group's working capital and capital expenditures requirements, and to meet its short-term debt obligations, other liabilities and commitments as they become due.

(b) Basis of consolidation

The consolidated financial statements include the assets, liabilities, revenues and expenses of the Group. All intercompany transactions and balances have been eliminated on consolidation.

(c) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include valuation allowances of deferred tax assets, contingent liabilities related to outstanding legal proceedings, inventory valuation, allowance on accounts receivable and supplier advances, provision of warranty costs, assumptions used in calculating the fair value of foreign exchange forward contracts, forfeiture rate of options, the useful lives for property plant and equipment, intangible assets, impairment of long-lived assets and goodwill.

(d) Cash and cash equivalents and restricted cash

Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.

Restricted cash represents bank deposits for securing letters of credit, letter of guarantee, bank promissory notes, foreign exchange forward contracts and bank guarantees that are not available for use in operations.

(e) Fair value of financial instruments

Assets and liabilities that are recorded at fair value on a recurring basis reflect fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The Company applies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

• Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

• Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

• Level 3 -Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates.

(f) Accounts receivable and allowance for doubtful accounts

Accounts receivable are recognized and carried at the original transaction amount less allowance for doubtful accounts. The Group maintains allowance for doubtful accounts for uncollectible accounts receivable. Estimates of anticipated losses from doubtful accounts are based on days past due, historical collection and other factors.

(g) Inventories

Inventories are stated at the lower of cost or market value. Cost of purchased raw material is determined using the weighted-average method and cost of work-in-progress and finished good is determined using standard cost method.

The Group estimates excess and slow moving inventory based upon assumptions of future demands and market conditions. If actual market conditions are less favorable than projected by management, additional inventory write-downs may be required.

(h) Project assets

Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to the sale of the solar power project. These costs include modules and development costs. While the project assets are not constructed for a specific customer, the Group intends to sell the project assets upon their completion. Due to the development, construction, and sale timeframe of the Group's solar projects, they are expected to be sold within the next 12 months and are classified as current assets.

Project assets consisted of the following:

	At December 31,
	2012		2013
	$		$
Project assets - Module cost		-		2,816,687
Project assets - Development		4,761,014		7,338,088
Total		4,761,014		10,154,775

The Group reviews project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In determining whether or not the project assets are recoverable, the Group considers a number of factors, including changes in environmental, ecological, permitting, or regulatory conditions that affect the project. Such changes may cause the cost of the project to increase or the selling price of the project to decrease. There was no impairment charge recognized during the years ended December 31, 2012 and 2013.

(i) Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:

Buildings	20 years
Machinery	10 years
Furniture, fixtures and equipment	5 years
Motor vehicles	5 years
Leasehold improvements	over the shorter of the lease term or their estimated useful lives

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. Interest cost incurred and capitalized in respect of construction of new facilities amounted to $1,290,561, $3,180,454 and $3,816,232 for the years ended December 31, 2011, 2012 and 2013, respectively.

(j) Prepaid land use rights

Prepaid land use rights are recorded at cost and are amortized ratably over 50 years, according to the term of the land use right agreement.

(k) Intangible assets, net

Intangible assets consist primarily of customer relationships acquired in business combinations and are amortized on a straight-line basis over 3 years. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability" criterion. Intangible assets are recognized and measured at fair value upon acquisition.

(l) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets less liabilities acquired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The Group completes a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Management performs its annual goodwill impairment test in November.

(l) Goodwill

In 2011, the Group fully impaired the goodwill of $14.8 million based on the annual goodwill impairment test results. No impairment of goodwill was recorded in 2012 or 2013.

(m) Impairment of long-lived assets

The Group evaluates its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group would recognize an impairment loss equal to the excess of the carrying amount over the fair value of the assets.

There was no impairment charge recognized during the years ended December 31, 2011, 2012 and 2013.

(n) Derivative financial instruments

The Group entered into certain foreign exchange forward contracts to protect against volatility of future cash flows caused by the changes in foreign exchange rates associated with sales contracts denominated in Euro or U.S. dollar. The Group recognizes all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets. The derivatives do not qualify for hedge accounting and, as a result, the changes in fair value of the derivatives are recognized in the statement of operations.

The Group recorded a loss of $5.2 million, $0.4 million and nil relating to foreign exchange forward contracts that did not qualify for hedge accounting for the years ended December 31, 2011, 2012 and 2013, respectively. As of December 31, 2012 and 2013, the Group had outstanding foreign exchange forward contracts with notional amounts of $6.6 million and nil, respectively, with an estimated fair value of ($0.1) million and nil, respectively. These forward contracts are recorded in prepaid expense and other current assets or accrued expense and other current liabilities on the consolidated balance sheet and the gain (loss) is recorded in changes in fair value of derivatives on the consolidated statements of operations.

(o) Income taxes

The Group accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

The Group determines whether or not a tax position is "more-likely-than-not" of being sustained upon audit based solely on the technical merits of the position. The Company records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. At December 31, 2011, 2012 and 2013, the Group had recorded no uncertain tax benefits. The Group does not anticipate any significant changes to its liability for unrecognized tax benefits within the next 12 months.

(p) Revenue recognition

Sales of solar cells and modules are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when the risks, rewards and ownership of the products are transferred from the Group to its customers. The majority of the Group's sales contracts include the shipping terms Free on Board ("FOB") and Cost, Insurance and Freight ("CIF"). Based on the nature of these shipping terms, the Group's obligation to deliver has been fulfilled when the goods pass over the ship's rail at the named port of shipment which is specified in each contract.

Customers do not have any general rights of return, but may be allowed to exchange for goods that are not defective for a 30 to 45 day period. The Group has recorded the estimated replacement costs, which have been immaterial for all periods presented, in cost of revenue upon recognition of revenue. A portion of the Group's sales to domestic customers require the customers to prepay before delivery has occurred. Such prepayments are recorded as advance from customers in the consolidated balance sheets until delivery has occurred. A majority of the Group's contracts with overseas customers are written such that the customer takes title and assumes the risks and rewards of ownership of the products upon shipment. Accordingly, the Group recognizes revenue upon documentary evidence of shipment, assuming all other criteria have been met.

Taxes collected from customers and remitted to governmental authorities are excluded from revenues and such taxes are presented on a net basis.

(q) Buy-and-sell arrangements

In 2011, the Group entered into an arrangement whereby the Group sells solar wafers or solar cells, to a third party, and purchases finished goods, including solar cells or solar modules from this third party. The group entered into this transaction in order to ensure the quality of the finished goods it was purchasing.

In 2012, the Group entered into arrangements whereby the Group sells solar wafers or solar modules and purchase solar cells from the same counterparties. These arrangements are all to maintain the quantity and quality of the Group's solar cell supply, which ware a key input into the production of solar modules.

In 2013, the Group entered into arrangements wherein the Group purchases accessorial raw material and sells modules or purchases solar cells and sells solar wafers to the same counterparties. These arrangements are to maintain the quantity and quality of the silicon cell and other accessorial material supply, which are a key input into the production of solar modules.

Based on the substance of the arrangements, the Group records such transactions at the market value.

Transactions under buy-and-sell arrangement are as follows:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Sell:
Solar wafer		1,126,939		7,459,649		155,869
Solar cell		2,409,196		-		-
Solar module		-		1,148,789		1,790,579
Purchase:
Raw material		-		-		2,704,839
Solar cell		6,562,641		26,887,923		382,716
Solar module		12,523,974		-		-

(r) Cost of revenue

Cost of revenue includes production and indirect costs, as well as warranty costs.

(s) Research and development

Research and development costs are expensed when incurred.

(t) Advertising expenses

Advertising costs are expensed as incurred. The Group incurred advertising costs amounting to $1,756,612, $2,665,486 and $938,330 for the years ended December 31, 2011, 2012 and 2013, respectively.

(u) Shipping and handling cost

Shipping and handling cost for products sold are expensed as incurred and included in sales and marketing expense. The Group incurred shipping and handling cost amounting to $4,172,910, $3,747,564 and $4,890,611 for the years ended December 31, 2011, 2012 and 2013, respectively.

(v) Warranty cost

Solar modules are typically sold with up to 25 year warranty against specified declines in the initial minimum power generation capacity at the time of sale. In addition, the Group provides warranty for solar modules against defects in materials and workmanship for a period of five years or ten years from the date of sale.

The Group currently accrues for all product warranties on a cumulative basis, based on its best estimate to date. The Group estimates the cost of warranties to be approximately 1.0% of solar module sales and includes that amount in cost of revenues. The Group makes such estimate based on a number of factors including; i) the nature of the warranties provided, which are consistent with industry practice, ii) actual claim expenses incurred, iii) internal testing results, and iv) other assumptions that affect estimates of warranty costs, including industry data for warranty claim activities and academic research. The Group acknowledges that such estimates require significant judgment and the Group will continue to analyze its claim history, academic research and internal testing results and the performance of its products compared to the Group's competitors in determining the adequacy of warranty accruals. An increase or decrease of 0.1% accrual rate, applicable to sales of solar module, would have resulted in a corresponding increase or decrease in warranty expense of $0.3 million for the year ended December 31, 2013.

The movement of the Group's accrued warranty costs is summarized below:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Beginning balance		8,630,604			14,763,321			17,163,711
Addition		6,233,291			2,760,248			3,366,686
Claimed		(100,574	)		(359,858	)		(401,123	)
Ending balance		14,763,321			17,163,711			20,129,274

(w) Government grants

Government grants are recognized when received and all the conditions for their receipt have been met.

Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as other liabilities in the consolidated balance sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. In 2013, the Company received government grants of $5.4 million for the purchase of non-current assets.

Government grants as the compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related cost are recognized in profit or loss in the period in which they become receivable. In 2013, approximately $1.9 million government grants were recognized as income and $0.2 million were recognized as an offset to research and development expenses.

(x) Foreign currency translation

The functional and reporting currency of the Company is the United States dollar ("US dollar"). Monetary assets and liabilities denominated in currencies other than the US dollar are translated into US dollar at the rates of exchange in effect at the balance sheet dates. Transactions denominated in currencies other than the US dollar during the year are converted into US dollar at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in other income (expense), net in the statements of operations.

The financial records of the Group's subsidiaries are maintained in their local currencies. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and

losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the statements of comprehensive income (loss).

(y) Comprehensive loss

Comprehensive loss includes all changes in equity except those resulting from investments by owners and distributions to owners and is comprised of net loss and foreign currency translation adjustments.

(z) Foreign currency risk

The functional currency of the Group's subsidiaries which operate in the PRC is Renminbi ("RMB"). The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's aggregate amount of cash and cash equivalents and restricted cash denominated in RMB amounted to USD equivalent of $278,303,903 and $209,116,209 at December 31, 2012 and 2013, respectively.

(aa) Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and advance to suppliers. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Group performs ongoing credit evaluations of customers and suppliers and generally does not require collateral or other security from its customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and advances and factors surrounding the credit risk of specific customers and suppliers.

The following table sets forth the changes in allowance for doubtful accounts:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Opening balance		(3,213,378	)		(15,869,894	)		(63,006,093	)
Addition		(12,267,390	)		(47,400,809	)		(10,337,119	)
Reversal		-			-			9,836,790
Write-off		86,052			361,049			-
Effect of exchange rate change in foreign currency		(475,178	)		(96,439	)		(1,433,783	)
Ending balance		(15,869,894	)		(63,006,093	)		(64,940,205	)

The reversal of $9.8 million was due to the collection of accounts receivable for which bad debt provision was recorded prior to 2013. The reversal was recorded as an offset to general and administrative expense in the consolidated statement of operations.

There are no third party customers accounting for 10% or more of total revenue for the years ended December 31, 2011, 2012 or 2013.

Accounts receivable from customers accounting for 10% or more of total gross accounts receivable are as follows:

Name of Customer	At December 31,
	2012			2013
Company A		22	%		22	%
Company B		*			11	%

* Less than 10%

(bb) Net loss per share

Basic loss per share is computed by dividing loss attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the year. Diluted loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Generally, ordinary share equivalents are excluded from the computation in loss periods as their effects would be anti-dilutive.

For the years ended December 31, 2011, 2012 and 2013, the Group had securities which could potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Outstanding options and restricted shares		676,744		344,190		297,120
Assumed conversion of convertible senior notes		13,414,632		4,811,408		-
Total		14,091,376		5,155,598		297,120

The following table sets forth the computation of basic and diluted income per share for the periods indicated:

	Years ended December 31,
	2011			2012			2013
Net loss attributable to ordinary shareholders- for the calculation of basic loss per share	$	(94,262,695	)	$	(133,580,664	)	$	(50,609,081	)
Net loss attributable to ordinary shareholders- for the calculation of diluted loss per share	$	(94,292,695	)	$	(133,580,664	)	$	(50,609,081	)
Weighted-average ordinary shares outstanding- for the calculation of basic loss per share		240,701,253			240,701,253			255,102,003
Weighted-average ordinary shares outstanding- for the calculation of diluted loss per share		240,701,253			240,701,253			255,102,003
Net loss per share:
Basic	$	(0.39	)	$	(0.55	)	$	(0.20	)
Diluted	$	(0.39	)	$	(0.55	)	$	(0.20	)

(cc) Share-based compensation

The Group recognizes the services received in exchange for awards of equity instruments based on the grant-date fair value of the award as determined by the Binomial option pricing model, net of estimated forfeitures. The estimated compensation cost is recognized using the straight-line method over the period the recipient is required to provide services per the conditions of the award. See Note 14, "Share-Based Compensation", for further details.

(dd) Recently issued accounting pronouncements

In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption will not have a material impact on the Company's consolidated financial statements.

XML

FAIR VALUE MEASUREMENT (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
FAIR VALUE MEASUREMENT [Abstract]
Goodwill impairment loss			$ 14,806,586
Convertible senior notes		1,500,000
Fair value of debt		$ 200,000

XML

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Project Assets) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Project assets	$ 10,154,775	$ 4,761,014
Module Cost [Member]
Project assets	2,816,687
Development [Member]
Project assets	$ 7,338,088	$ 4,761,014

XML

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]

Schedule of Project Assets

Project assets consisted of the following:

	At December 31,
	2012		2013
	$		$
Project assets - Module cost		-		2,816,687
Project assets - Development		4,761,014		7,338,088
Total		4,761,014		10,154,775

Schedule of Property, Plant, and Equipment Estimated Useful Lives

Depreciation is provided on a straight-line basis over the following estimated useful lives:

Buildings	20 years
Machinery	10 years
Furniture, fixtures and equipment	5 years
Motor vehicles	5 years
Leasehold improvements	over the shorter of the lease term or their estimated useful lives

Schedule of Purchase and Selling Transactions

Transactions under buy-and-sell arrangement are as follows:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Sell:
Solar wafer		1,126,939		7,459,649		155,869
Solar cell		2,409,196		-		-
Solar module		-		1,148,789		1,790,579
Purchase:
Raw material		-		-		2,704,839
Solar cell		6,562,641		26,887,923		382,716
Solar module		12,523,974		-		-

Schedule of Warranty Costs

The movement of the Group's accrued warranty costs is summarized below:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Beginning balance		8,630,604			14,763,321			17,163,711
Addition		6,233,291			2,760,248			3,366,686
Claimed		(100,574	)		(359,858	)		(401,123	)
Ending balance		14,763,321			17,163,711			20,129,274

Reconciliation of Allowance for Doubtful Accounts

The following table sets forth the changes in allowance for doubtful accounts:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Opening balance		(3,213,378	)		(15,869,894	)		(63,006,093	)
Addition		(12,267,390	)		(47,400,809	)		(10,337,119	)
Reversal		-			-			9,836,790
Write-off		86,052			361,049			-
Effect of exchange rate change in foreign currency		(475,178	)		(96,439	)		(1,433,783	)
Ending balance		(15,869,894	)		(63,006,093	)		(64,940,205	)

Accounts Receivable from Customers Accounting for 10% Percent or More

Accounts receivable from customers accounting for 10% or more of total gross accounts receivable are as follows:

Name of Customer	At December 31,
	2012			2013
Company A		22	%		22	%
Company B		*			11	%

* Less than 10%

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings (Loss) Per Share

For the years ended December 31, 2011, 2012 and 2013, the Group had securities which could potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Outstanding options and restricted shares		676,744		344,190		297,120
Assumed conversion of convertible senior notes		13,414,632		4,811,408		-
Total		14,091,376		5,155,598		297,120

Schedule of Computation of Basic and Diluted Income Per Share

The following table sets forth the computation of basic and diluted income per share for the periods indicated:

	Years ended December 31,
	2011			2012			2013
Net loss attributable to ordinary shareholders- for the calculation of basic loss per share	$	(94,262,695	)	$	(133,580,664	)	$	(50,609,081	)
Net loss attributable to ordinary shareholders- for the calculation of diluted loss per share	$	(94,292,695	)	$	(133,580,664	)	$	(50,609,081	)
Weighted-average ordinary shares outstanding- for the calculation of basic loss per share		240,701,253			240,701,253			255,102,003
Weighted-average ordinary shares outstanding- for the calculation of diluted loss per share		240,701,253			240,701,253			255,102,003
Net loss per share:
Basic	$	(0.39	)	$	(0.55	)	$	(0.20	)
Diluted	$	(0.39	)	$	(0.55	)	$	(0.20	)

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ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2013

ORGANIZATION AND PRINCIPAL ACTIVITIES [Abstract]

Schedule of Subsidiaries

As of December 31, 2013, the Company's subsidiaries include the following entities:

		Date of
		Incorporation	Percentage of
Subsidiaries' Name	Principal Activities	or acquisition	Ownership	Place of Incorporation
China Sunergy Co., Ltd.	Investment Holding	January 27, 2006	100%	British Virgin Islands
("China Sunergy BVI")
China Sunergy (Hong Kong) Co.,Limited	Investment Holding	December 7, 2007	100%	Hong Kong
("Sunergy Hong Kong")
China Sunergy Europe Gmbh	Marketing Service	November 27, 2007	100%	Germany
China Sunergy (Nanjing) Co., Ltd.	Solar cells manufacturing	August 2, 2004	100%	PRC
("Sunergy Nanjing")
China Sunergy (Shanghai) Co., Ltd.	Solar cells manufacturing	November 1, 2007	100%	PRC
("Sunergy Shanghai")
CEEG (Shanghai) Solar Science	Modules manufacturing	November 1, 2010	100%	PRC
Technology Co., Ltd. ("SST")
CEEG (Nanjing) Renewable	Modules manufacturing	November 1, 2010	100%	PRC
Energy Co., Ltd ("NRE")
China Sunergy (US) Clean Tech Inc	Sales & Marketing service	April 8, 2011	100%	US
CSUN Trading (Hong Kong)	Trading	May 4, 2011	100%	Hong Kong
Co., Limited
China Sunergy (Yangzhou) Co., Ltd	Solar cell	June 30, 2011	100%	PRC
	Manufacturing and R&D
China Sunergy Luxembourg S.A	Photovoltaic project's	August 5, 2011	100%	Luxembourg
	Engineering & sales
CSUN International (Hong Kong)	100%	Hong Kong
Co., Ltd	Invest Holding	March 22, 2012
CSUN Holding (Luxembourg) s.a.r.l	Invest Holding	April 26, 2012	100%	Luxembourg
CSUN Renewable Energy
(France) S.A.R.L	Marketing service	May 29, 2012	100%	France
CSUN Holding UK LTD	Photovoltaic project's	July 17, 2012	100%	UK
	Engineering & sales
CSUN Italy S.R.L	Marketing service	August 29, 2012	100%	Italy
AEE Renewable UK 6 Limited	Photovoltaic Project	October 30, 2012	100%	UK
AEE Renewable UK 7 Limited	Photovoltaic Project	October 30, 2012	100%	UK
CSUN Eurasia Energy Systems	Modules manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
CSUN Eurasia Energy Technologies	Solar cells manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
Lianyungang Yuanhui Solar Power	Photovoltaic project's	July 15, 2013	100%	PRC
	Engineering and sales

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INTANGIBLE ASSETS, NET (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 8,122,776	$ 8,122,776
Less: Accumulated amortization	(8,122,776)	(6,136,155)
Total		1,986,621
Amortization expense related to intangible assets	1,986,621	2,852,325	2,786,725
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	8,073,439	8,073,439
Order backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	44,852	44,852
Others [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 4,485	$ 4,485

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Property, Plant, and Equipment Estimated Useful Lives) (Details)

12 Months Ended

Dec. 31, 2013

Buildings [Member]

Property, Plant and Equipment [Line Items]

Estimated useful life

20 years

Machinery [Member]

Property, Plant and Equipment [Line Items]

Estimated useful life

10 years

Furniture, fixtures and equipment [Member]

Property, Plant and Equipment [Line Items]

Estimated useful life

5 years

Motor vehicles [Member]

Property, Plant and Equipment [Line Items]

Estimated useful life

5 years

Leasehold Improvements [Member]

Property, Plant and Equipment [Line Items]

Estimated useful lives, description

over the shorter of the lease term or their estimated useful lives

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INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2013

INVENTORIES [Abstract]

Schedule of Inventory

Inventories consist of the following:

	At December 31,
	2012		2013
	$		$
Raw materials		31,080,141		11,170,602
Work-in-process		9,379,249		12,528,549
Finished goods		43,396,231		20,958,503
Inventories		83,855,621		44,657,654

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PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

PROPERTY, PLANT AND EQUIPMENT [Abstract]

Schedule Of Property, Plant And Equipment

Property, plant and equipment, consist of the following:

	At December 31,
	2012			2013
	$			$
Buildings		24,236,755			62,472,729
Plant and machinery		133,014,758			144,361,757
Furniture, fixtures and equipment		10,524,286			14,117,389
Motor vehicles		1,617,620			1,665,289
		169,393,419			222,617,164
Less: Accumulated depreciation		(69,220,427	)		(88,912,568	)
		100,172,992			133,704,596
Construction in process		105,533,732			89,919,590
Property, plant and equipment, net		205,706,724			223,624,186

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ORGANIZATION AND PRINCIPAL ACTIVITIES

12 Months Ended

Dec. 31, 2013

ORGANIZATION AND PRINCIPAL ACTIVITIES [Abstract]

ORGANIZATION AND PRINCIPAL ACTIVITIES

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

China Sunergy Co., Ltd. (the "Company" or "China Sunergy Cayman") was incorporated under the laws of the Cayman Islands on August 4, 2006. The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the design, development, manufacturing and marketing of solar cells and modules in the People's Republic of China (the "PRC") and overseas markets.

As of December 31, 2013, the Company's subsidiaries include the following entities:

		Date of
		Incorporation	Percentage of
Subsidiaries' Name	Principal Activities	or acquisition	Ownership	Place of Incorporation
China Sunergy Co., Ltd.	Investment Holding	January 27, 2006	100%	British Virgin Islands
("China Sunergy BVI")
China Sunergy (Hong Kong) Co.,Limited	Investment Holding	December 7, 2007	100%	Hong Kong
("Sunergy Hong Kong")
China Sunergy Europe Gmbh	Marketing Service	November 27, 2007	100%	Germany
China Sunergy (Nanjing) Co., Ltd.	Solar cells manufacturing	August 2, 2004	100%	PRC
("Sunergy Nanjing")
China Sunergy (Shanghai) Co., Ltd.	Solar cells manufacturing	November 1, 2007	100%	PRC
("Sunergy Shanghai")
CEEG (Shanghai) Solar Science	Modules manufacturing	November 1, 2010	100%	PRC
Technology Co., Ltd. ("SST")
CEEG (Nanjing) Renewable	Modules manufacturing	November 1, 2010	100%	PRC
Energy Co., Ltd ("NRE")
China Sunergy (US) Clean Tech Inc	Sales & Marketing service	April 8, 2011	100%	US
CSUN Trading (Hong Kong)	Trading	May 4, 2011	100%	Hong Kong
Co., Limited
China Sunergy (Yangzhou) Co., Ltd	Solar cell	June 30, 2011	100%	PRC
	Manufacturing and R&D
China Sunergy Luxembourg S.A	Photovoltaic project's	August 5, 2011	100%	Luxembourg
	Engineering & sales
CSUN International (Hong Kong)	100%	Hong Kong
Co., Ltd	Invest Holding	March 22, 2012
CSUN Holding (Luxembourg) s.a.r.l	Invest Holding	April 26, 2012	100%	Luxembourg
CSUN Renewable Energy
(France) S.A.R.L	Marketing service	May 29, 2012	100%	France
CSUN Holding UK LTD	Photovoltaic project's	July 17, 2012	100%	UK
	Engineering & sales
CSUN Italy S.R.L	Marketing service	August 29, 2012	100%	Italy
AEE Renewable UK 6 Limited	Photovoltaic Project	October 30, 2012	100%	UK
AEE Renewable UK 7 Limited	Photovoltaic Project	October 30, 2012	100%	UK
CSUN Eurasia Energy Systems	Modules manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
CSUN Eurasia Energy Technologies	Solar cells manufacturing	November 12, 2012	80%	Turkey
Industry and Trade Inc.
Lianyungang Yuanhui Solar Power	Photovoltaic project's	July 15, 2013	100%	PRC
	Engineering and sales

The Group established CSUN Eurasia Energy Systems Industry and Trade Inc. and CSUN Eurasia Energy Technologies Industry and Trade Inc. with 20% noncontrolling interest contributed by another Turkey entity in 2012 and began to ship solar power products in June 2013.

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PREPAID LAND USE RIGHTS (Tables)

12 Months Ended

Dec. 31, 2013

PREPAID LAND USE RIGHTS [Abstract]

Schedule of Land Use Rights, Net

	At December 31,
	2012			2013
	$			$
Prepaid land use rights, cost		30,086,477			30,086,477
Less: Accumulated amortization		(1,539,060	)		(2,201,737	)
Prepaid land use rights, net		28,547,417			27,884,740

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RELATED PARTY TRANSACTIONS AND BALANCES (Purchases from Related Parties) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Purchase of raw materials	$ 37,222,184	$ 35,863,775	$ 73,373,091
China Electric Equipment Group Co., Ltd. [Member]
Related Party Transaction [Line Items]
Purchase of raw materials	4,778,993
CEEG (Nanjing) Semiconductor Co., Ltd. [Member]
Related Party Transaction [Line Items]
Purchase of raw materials	21,449,705	32,011,217	73,351,421
Jiangxi Jingde Semiconductor New Material Co., Ltd. [Member]
Related Party Transaction [Line Items]
Purchase of raw materials	4,811,590
CEEG (Jiangsu) Insulative New Material Co.,Ltd. [Member]
Related Party Transaction [Line Items]
Purchase of raw materials	6,181,715	3,852,558	21,670
CEEG (Nanjing) Special Transformer Co., Ltd. [Member]
Related Party Transaction [Line Items]
Purchase of raw materials	$ 181

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2013

Long-term Purchase Commitment [Line Items]

Schedule of Future Minimum Payments Under Operating Leases

Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2013 were as follows:

Twelve-month period ending December 31,

2014	$	1,837,773
2015	$	1,684,326
2016	$	105,598
2017	$	58,051
2018	$	29,523
Over 5 years	$	61,507
	$	3,776,778

Schedule of Purchase Commitments

Purchase commitments

	At December 31,
	2011		2012		2013
	$		$		$
Commitments to purchase property, plant and equipment (1)		51,095,125		20,415,660		13,356,755
Commitments to purchase silicon raw materials (2)		1,314,053,548		899,304,092		845,131,131
		1,365,148,673		919,719,752		858,487,886

Schedule of Long-Term Supply Agreements

Based on the prevailing market as of December 31, 2013, future payments required under these long-term supply agreements are as follows:

Twelve-month period ending December 31,
2014	$	281,710,377
2015	$	281,710,377
2016	$	281,710,377
Total	$	845,131,131

Property, Plant and Equipment [Member]

Long-term Purchase Commitment [Line Items]

Schedule of Future Minimum Payments Under Operating Leases

Future payment required for purchase of property, plant and equipment are as follows:

Twelve-month period ending December 31,
2014	$	12,672,844
2015	$	666,323
2016	$	17,588
Total	$	13,356,755

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PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 222,617,164	$ 169,393,419
Less: Accumulated depreciation	(88,912,568)	(69,220,427)
Property, plant and equipment	133,704,596	100,172,992
Construction in process	89,919,590	105,533,732
Property, plant and equipment, net	223,624,186	205,706,724
Depreciation expense	20,014,581	16,382,485	17,513,454
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	62,472,729	24,236,755
Plant and machinery [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	144,361,757	133,014,758
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	14,117,389	10,524,286
Motor vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,665,289	$ 1,617,620

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INCOME TAXES (Schedule of Deferred Tax Assets) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Depreciation of property, plant and equipment	$ 2,188,731	$ 1,720,769
Warranty costs	5,058,369	4,231,091
Inventory write-down	517,001	932,744
Allowance for doubtful accounts	14,608,597	13,486,357
Tax losses carried forward	51,570,404	39,472,810
Fixed assets impairment	175,045	169,793
Others	49,603	64,535
Gross total deferred tax assets	74,167,750	60,078,099
Valuation allowance	(64,754,872)	(52,895,481)
Net deferred tax assets	9,412,878	7,182,618
Analysis as:
Current	1,922,242	1,727,054
Non-current	$ 7,490,636	$ 5,455,564

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CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 54,295,577	$ 183,312,417
Restricted cash	194,195,634	226,610,884
Accounts receivable, net of allowance for doubtful accounts of $63,006,093 and $64,940,205 in 2012 and 2013, respectively	81,405,181	77,188,944
Notes receivable	741,025
Advance to suppliers	7,193,667	5,320,346
Amounts due from related parties	83,986,853	67,006,828
Inventories	44,657,654	83,855,621
Project assets	10,154,775	4,761,014
Deferred tax assets	1,922,242	1,727,054
VAT receivable	11,222,644	18,837,716
Restricted cash-collateral account		2,097,340
Convertible senior notes issuance cost		15,934
Prepaid expense and other current assets	10,274,408	7,737,138
Total current assets	500,049,660	678,471,236
Property, plant and equipment, net	223,624,186	205,706,724
Prepaid land use rights	27,884,740	28,547,417
Intangible assets, net		1,986,621
Deferred tax assets	7,490,636	5,455,564
Other long-term assets	5,603,724	2,917,781
TOTAL ASSETS	764,652,946	923,085,343
Current liabilities:
Short-term bank borrowings	304,827,038	463,554,185
Current portion of long-term debt	35,427,888	48,865,064
Accounts payable	97,029,603	128,347,074
Notes payable	39,899,624	38,495,824
Amounts due to related parties	11,797,519	70,582,470
Accrued payroll and welfare	3,300,135	3,501,553
Advance from customers	5,377,783	3,776,384
Accrued expenses and other current liabilities	11,462,484	10,121,517
Deferred tax liability	6,133	518,592
Income tax payable	3,368,274	338,209
Collateral account payable		2,097,340
Convertible senior notes		1,500,000
Total current liabilities	512,496,481	771,698,212
Long-term debt	265,975,939	122,859,120
Deferred tax liability	444,909	437,507
Accrued warranty cost	20,129,274	17,163,711
Other liabilities	9,992,788	4,606,816
Total liabilities	809,039,391	916,765,366
Commitments and contingencies (Note 17)
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 240,701,253 issued and outstanding as of December 31, 2013)	24,070	26,729
Additional paid-in capital	185,367,042	185,367,042
Treasury shares (at par value of $0.0001)	2,659
Accumulated deficit	(265,196,150)	(214,587,069)
Accumulated other comprehensive income	36,070,581	35,523,388
Total equity (deficit) attributable to China Sunergy Co. Ltd.	(43,731,798)	6,330,090
Noncontrolling interest	(654,647)	(10,113)
Total equity (deficit)	(44,386,445)	6,319,977
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$ 764,652,946	$ 923,085,343

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary Of Accounting Policies [Line Items]
Loss from operations	$ (37,237,256)	$ (105,732,514)	$ (80,038,016)
Average product selling price	0.59		1.36
Interest costs capitalized	3,816,232	3,180,454	1,290,561
Cash and cash equivalents	54,295,577	183,312,417	209,478,864	106,468,070
Cash flows from operating activities	(103,145,212)	(15,612,697)	(112,912,407)
Restricted cash	194,195,634	226,610,884
Short-term bank borrowings	304,827,038	463,554,185
Short-term bank loan renewed	93,900,000
Current portion of long-term debt	35,427,888	48,865,064
Assets and liabilities, net	(12,400,000)
Amortization period	3 years
Goodwill impairment loss			14,806,586
Advertising costs	938,330	2,665,486	1,756,612
Shipping and handling costs	4,890,611	3,747,564	4,172,910
Product warranty period issued	25 years
Product warranty period for defects, period one	5 years
Product warranty period for defects, period two	10 years
Cost of warranties determined by percentage of sales	1.00%
Increase (decrease) in accrual rate	0.10%
Increase (decrease) in warranty expense	300,000
Cash and cash equivalents and restricted cash	209,116,209	278,303,903
Government grants	1,921,965	889,239	565,076
Government grants, non-current	5,400,000
Research and development expenses offset	200,000
Derivative foreign exchange forward contracts with notional amounts		6,600,000
Derivatives, fair value		72,501
Changes in fair value of derivatives		$ (369,309)	$ (5,173,903)

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SCHEDULE 1 STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (Details) (Parent Company [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Parent Company [Member]
Foreign currency translation, tax

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)	Total	Ordinary Shares [Member]	Additional paid-in capital [Member]	Treasury shares [Member]	Retained earnings (accumulated deficit) [Member]	Accumulated other comprehensive income [Member]	Noncontrolling interest [Member]
Balance at Dec. 31, 2010	$ 226,808,819	$ 26,729	$ 185,475,047		$ 13,286,290	$ 28,020,753
Balance, shares at Dec. 31, 2010		267,287,253
Share-based compensation	(108,222)		(108,222)
Net loss	(94,292,695)				(94,292,695)
Other comprehensive income	6,678,512					6,678,512
Balance at Dec. 31, 2011	139,086,414	26,729	185,366,825		(81,006,405)	34,699,265
Balance, shares at Dec. 31, 2011		267,287,253
Share-based compensation	217		217
Net loss	(133,593,621)				(133,580,664)		(12,957)
Other comprehensive income	824,167					824,123	44
Non-contolling interest capital injection	2,800						2,800
Balance at Dec. 31, 2012	6,319,977	26,729	185,367,042		(214,587,069)	35,523,388	(10,113)
Balance, shares at Dec. 31, 2012		267,287,253
Share-based compensation
Net loss	(51,609,472)				(50,609,081)		(1,000,391)
Other comprehensive income	584,066					547,193	36,873
Non-contolling interest capital injection	318,984						318,984
Return of the shares under Share Lending Agreement		(2,659)		2,659
Return of the shares under Share Lending Agreement, shares		(26,586,000)		26,586,000
Balance at Dec. 31, 2013	$ (44,386,445)	$ 24,070	$ 185,367,042	$ 2,659	$ (265,196,150)	$ 36,070,581	$ (654,647)
Balance, shares at Dec. 31, 2013		240,701,253		26,586,000

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SCHEDULE I (STATEMENT OF OPERATIONS) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
General and administrative expenses	$ (30,010,529)	$ (75,874,984)	$ (41,182,119)
Total operating expenses	(52,449,245)	(104,539,712)	(81,855,648)
Loss from operations	(37,237,256)	(105,732,514)	(80,038,016)
Interest expense	(28,805,652)	(28,838,328)	(23,458,361)
Interest income	6,586,276	6,154,813	2,505,432
Other income, net	8,974,787	11,486,938	(1,899,809)
Net loss	(50,609,081)	(133,580,664)	(94,292,695)
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
General and administrative expenses	(1,367,729)	(1,982,550)	(706,531)
Total operating expenses	(1,367,729)	(1,982,550)	(706,531)
Loss from operations	(1,367,729)	(1,982,550)	(706,531)
Interest expense	(67,583)	(1,426,848)	(3,794,996)
Interest income	1,568,461	929,636	755,895
Equity in gains (losses) of subsidiaries	(50,695,469)	(141,703,447)	(99,222,232)
Other income, net	(46,761)	10,602,545	8,675,169
Net loss	$ (50,609,081)	$ (133,580,664)	$ (94,292,695)

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BANK BORROWINGS (Schedule of Short-Term Bank Borrowing's Guarantees) (Details) (Financial Guarantee [Member], Short-term bank borrowings [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Guarantor Obligations [Line Items]
Debt guarantee, fixed deposit	$ 179.8	$ 211.1
Debt guarantee	387.9	303.2
China Electric Equipment Group Co., Ltd. and Group Chairman Mr. Tingxiu Lu [Member]
Guarantor Obligations [Line Items]
Debt guarantee	16.4	69.2
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Ltd., CEEG (Nanjing) Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi [Member]
Guarantor Obligations [Line Items]
Debt guarantee	16.4
Jiangsu Xinde Asset Management Co., Ltd. and Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi [Member]
Guarantor Obligations [Line Items]
Debt guarantee	16.4
China Electric Equipment Group Co., Ltd., Group Chairman Mr. Tingxiu Lu and mechinery [Member]
Guarantor Obligations [Line Items]
Debt guarantee	16.1
CEEG(Jiangsu) Ltd. and Group Chairman Mr. Tingxiu Lu [Member]
Guarantor Obligations [Line Items]
Debt guarantee	8.2
Construction in progress [Member]
Guarantor Obligations [Line Items]
Debt guarantee	4.9	1.9
China Electric Equipment Group Co., Ltd., Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi [Member]
Guarantor Obligations [Line Items]
Debt guarantee	6.6
China Electric Equipment Group Co., Ltd., CEEG (Nanjing) Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu [Member]
Guarantor Obligations [Line Items]
Debt guarantee	3.3
Songjiang District SME Credit Guarantee Center [Member]
Guarantor Obligations [Line Items]
Debt guarantee	3.3
Shareholder of subsidiaries in Turkey [Member]
Guarantor Obligations [Line Items]
Debt guarantee	0.5
Group Chairman Mr. Tingxiu Lu and his stock rights in China Electric Equipment Group Co., Ltd [Member]
Guarantor Obligations [Line Items]
Debt guarantee		50.0
Bank of Nanjing and China Electric Equipment Group Co., Ltd. [Member]
Guarantor Obligations [Line Items]
Debt guarantee		39.8
China Electric Equipment Group Co., Ltd and Jiangsu Xinde Asset Management Co., Ltd. [Member]
Guarantor Obligations [Line Items]
Debt guarantee		19.7
Jiangsu Xinde Asset Management Co., Ltd. [Member]
Guarantor Obligations [Line Items]
Debt guarantee		20.3
Land use right and machinery [Member]
Guarantor Obligations [Line Items]
Debt guarantee		$ 7.2

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FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Dec. 31, 2013

FAIR VALUE MEASUREMENT [Abstract]

Schedule of Recurring Fair Value Measurements

As of December 31, 2012, information about inputs into the fair value measurements of the Group's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:

	Fair Value Measurements at December 31, 2012
	Total			(Level 1)	(Level 2)			(Level 3)
Liability:
Foreign exchange forward contract	$	(72,501	)		$	(72,501	)

There were no assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2013.

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PROFIT APPROPRIATION (Details)	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2013 CNY	Dec. 31, 2012 USD ($)	Dec. 31, 2012 CNY
Distribution Of Profit [Abstract]
General reserve fund annual appropriation after tax profit	10.00%	10.00%
Amount of restricted paid-in capital and statutory reserve funds	$ 7,900,000	49,400,000	$ 7,900,000	49,400,000
Restricted share capital	284,600,000	789,200,000
Amount not available for distributions	$ 292,500,000	1,838,600,000

XML

RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2013

RELATED PARTY TRANSACTIONS AND BALANCES [Abstract]

Related Party Transactions Disclosure [Text Block]

15. RELATED PARTY TRANSACTIONS AND BALANCES

Related party balances

Amounts due from related parties:

	Years ended December 31,
	2012		2013
	$		$
Trade related balances		63,801,695		78,319,560
Non-trade related balances		3,205,133		5,667,293
Amounts due from related parties		67,006,828		83,986,853

Trade related balances pertain to receivables and prepayments in respect of sales and inventory acquisition or land use right purchases from related parties with common ultimate investors. Details with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
CEEG (Nanjing) Semiconductor Co., Ltd.		63,801,695		74,922,671
China Electric Equipment Group Co., Limited		-		1,833,709
CEEG (Nanjing) Solar Research Institute		-		1,527,431
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		35,749
		63,801,695		78,319,560

As of December 31, 2012, the non-trade related balances were $3,205,133, of which $2,065,787 pertains to the sale of machinery from Sunergy Nanjing, SST and NRE to China Electric Equipment Group Co., Ltd., which were then exported and sold to CSUN Eurasia Energy Systems Industry and Trade Inc. and CSUN Eurasia Energy Technologies Industry and Trade Inc. (the "Turkey Entities").

As of December 31, 2013, the non-trade related balance was $5,667,293, of which $3,963,883 pertains to the sale of machinery from SST and NRE to China Electric Equipment Group Co., Ltd., which were then exported and sold to the Turkey Entities.

Amounts due to related parties:

	At December 31,
	2012		2013
	$		$
Trade related balances		56,319,984		6,609,510
Non-trade related balances		14,262,486		5,188,009
Amounts due to related parties		70,582,470		11,797,519

Trade related balances pertain to payables and pre-collected amounts in respect of rental, inventory purchases and sales to/from related parties with common ultimate investors. Details of trade related balances with such parties are as follows:

	At December 31,
Name of related party	2012		2013
	$		$
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		3,181,214
China Electric Equipment Group Co., Ltd.		-		454,759
CEEG (Nanjing) Intelligent Technology Co., Ltd.		-		190,067
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		1,701,026
CEEG (Nanjing) Semiconductor Co., Ltd.		56,319,984		1,082,444
		56,319,984		6,609,510

CEEG (Nanjing) Semiconductor Co., Ltd. ("CEEG Semi") is a processor of ingot and wafers, with capacity of 20 MW per year. The Company purchased wafers from CEEG Semi beginning in 2009 and the purchase price approximates market price. As of December 31, 2012 and 2013, the Group had payable balances of $56.3 million and $1.1 million to CEEG Semi, respectively, for the purchase of raw materials.

As of December 31, 2012, the non-trade related balances were $14.3 million, of which $11.4 million pertains to the short-term borrowings from CEEG Semi and the related interest expense and the rest pertains to the Turkey Entities' purchase of machinery from China Electric Equipment Group Co., Ltd. and the prepaid electricity fee from CEEG Semi.

As of December 31, 2013, the non-trade balances were $5.2 million, of which $4.1 million pertains to the Turkey Entities' purchase of machinery from China Electric Equipment Group Co., Ltd. and the rest pertains to the prepaid electricity fee from CEEG Semi.

Related party transactions

Other than as disclosed in Note 7, details of related party transactions are as follow:

sales to related parties with common ultimate investors:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
CEEG Nanjing International Trade Co., Ltd.		4,682		-		-
CEEG (Nanjing) Solar Research Institute		10,113,561		4,997,073		1,450,689
CEEG (Nanjing) Semiconductor Co., Ltd.		15,609		-		247,563
China Electric Equipment Group (Hong Kong) Co., Limited		36,250		245,341		71,852
China Electric Equipment Group Co., Limited		-		51,216		7,435,809
CEEG (Jiangsu) Insulative New Material Co., Ltd.		-		537,278		606,322
CEEG Korea Co., Ltd.		-		1,393		-
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		38,893
		10,170,102		5,832,301		9,851,128

purchase of raw materials from related parties with common ultimate investors are as follows:

Name of related party	Years ended December 31,
	2011		2012		2013
	$		$		$
China Electric Equipment Group Co., Ltd.		-		-		4,778,993
CEEG (Nanjing) Semiconductor Co., Ltd.		73,351,421		32,011,217		21,449,705
Jiangxi Jingde Semiconductor New Material Co., Ltd.		-		-		4,811,590
CEEG (Jiangsu) Insulative New Material Co., Ltd.		21,670		3,852,558		6,181,715
CEEG (Nanjing) Special Transformer Co., Ltd.		-		-		181
		73,373,091		35,863,775		37,222,184

In February 2011, Sunergy Nanjing purchased equipment and technology services from CEEG (Nanjing) Solar Research Institute in the amount of approximately $0.8 million in connection with the building of an integrated photovoltaic system to be installed in the Group's Nanjing facilities.

In March 2011, NRE purchased a manufacturing site and ancillary premises of approximately 25,000 square meters from CEEG (Nanjing) Special Transformer Co., Ltd. in the amount of approximately $8.0 million.

Since December 2012, the Group set up cell and module plants in Turkey and transferred some machinery from SST and NRE to the new plants in Turkey through China Electric Equipment Group Co., Ltd. in the amount of $1.6 million and $2.1 million in 2012 and 2013, respectively.

Short-term borrowings from CEEG Semi, with common ultimate investors, are as follows:

	Years ended December 31,
	2011		2012			2013
	$		$			$
Opening balance		-		-			(9,545,760	)
Borrowings		-		(116,935,560	)		(28,713,240	)
Repayment		-		107,389,800			38,259,000
Closing balance		-		(9,545,760	)		-

In 2012, the Group and CEEG Semi entered into certain short-term borrowing agreements, under which the Group borrowed $116.9 million with a term of six months, with an interest rate comparable to a bank loan over the same period. Such loan was made for the purpose of the Group's operation. As of December 31, 2012, the Group has repaid $107.4 million. In 2013, $28.7 million was borrowed from CEEG Semi and all have been repaid as of December 31, 2013. In 2013, CEEG Semi forgave the interests of these borrowings and the accrued interests amounted to $2.4 million were reversed and recorded in "Other income (expense), net".

In 2013, the Group lent CEEG Semi an interest-free loan amounting to $44.3 million, which was subsequently collected as of October 31, 2013.

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OTHER (EXPENSE) INCOME, NET (Tables)

12 Months Ended

Dec. 31, 2013

OTHER (EXPENSE) INCOME, NET [Abstract]

Schedule of Other (Expense) Income

OTHER (EXPENSE) INCOME, net

	Years ended December 31,
	2011			2012			2013
	$			$			$
Foreign currency exchange gain (loss), net		(10,649,047	)		397,621			(826	)
Convertible notes repurchase gain		7,440,000			10,348,750			-
Government grants		565,076			889,239			1,921,965
Gain on disposal of subsidiaries (Note (a))		-			-			2,196,198
Compensation in relation to dispute settlement (Note (b))		-			-			1,790,214
Forgiveness of interest owe to a related party		-			-			2,436,882
Others		744,162			(148,672	)		630,354
Total		(1,899,809	)		11,486,938			8,974,787

Note:

(a) The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company's wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd ("Jinchang New Sunshine") and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng").

Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013.

The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net.

The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net.

The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

(b) The compensation in relation to dispute settlement is the compensation payment from a supplier due to its failure to provide the Company with solar modules pursuant to the agreement.

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2013

SEGMENT INFORMATION [Abstract]

SEGMENT INFORMATION

17. SEGMENT INFORMATION

The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. Based on this assessment, the Group has determined that it operates in a single reportable segment that includes the design, development, and manufacture of solar cells and modules. The following table summarizes the Group's revenues generated from different geographic locations in which customers are based:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Europe:
- Germany		57,314,051		65,979,111		43,997,078
- Italy		170,680,970		45,429,510		7,747,266
- Spain		4,432,090		656,723		1,558,828
- Belgium		46,114,145		1,953,916		1,319,670
- France		58,439,157		19,758,758		48,504,587
- Czech Republic and Slovakia		28,259,894		5,699,269		1,806,237
- Bulgaria		-		22,300,958		1,886,258
- United Kingdom		-		11,844,591		6,055,612
- Others		42,375,518		34,582,052		36,316,562
Europe total		407,615,825		208,204,888		149,192,098
PRC		38,086,463		29,148,928		97,038,992
India		49,415,452		867,177		26,943,051
South Korea		7,234		14,244		-
Australia		32,599,218		39,605,278		7,783,075
America		3,991,732		1,932,147		1,837,797
Japan		-		-		31,313,082
Others		34,575,831		12,948,699		2,077,599
Total net revenues		566,291,755		292,721,361		316,185,694

Substantially all the identifiable assets of the Group are located in the PRC.

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INCOME TAXES (Narrative) (Details)	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011	Dec. 31, 2013 EIT [Member]	Dec. 31, 2013 Extended [Member]	Dec. 31, 2013 Special circumstance [Member] CNY	Dec. 31, 2013 China Sunergy (Hong Kong) Co.,Limited ("Sunergy Hong Kong") [Member]	Dec. 31, 2012 China Sunergy (Hong Kong) Co.,Limited ("Sunergy Hong Kong") [Member]	Dec. 31, 2013 China Sunergy Trading (Hong Kong) Co., Limited [Member]	Dec. 31, 2012 China Sunergy Trading (Hong Kong) Co., Limited [Member]	Dec. 31, 2011 China Sunergy Trading (Hong Kong) Co., Limited [Member]	Dec. 31, 2013 China Sunergy (Shanghai) Co., Ltd. ("Sunergy Nanjing") [Member] EIT [Member]	Dec. 31, 2010 China Sunergy (Shanghai) Co., Ltd. ("Sunergy Nanjing") [Member] EIT [Member]	Dec. 31, 2013 China Sunergy (Shanghai) Co., Ltd. ("Sunergy Shanghai") [Member] EIT [Member]	Dec. 31, 2013 CEEG (Shanghai) Solar Science Technology Co., Ltd. ("SST") [Member] EIT [Member]	Dec. 31, 2013 CEEG (Nanjing) Renewable Energy Co., Ltd ("NRE") [Member] EIT [Member]	Dec. 31, 2013 Hong Kong [Member]	Dec. 31, 2013 PRC Subsidiaries [Member] USD ($)
Income Tax Disclosure [Line Items]
Income tax rate	25.00%	25.00%	25.00%	25.00%			16.50%	16.50%	16.50%	16.50%	16.50%			25.00%		25.00%
Preferential tax rate												15.00%	12.50%		15.00%
Tax exemption period												2 years
Enterprise income tax reduction												50.00%
Enterprise income tax reduction period												3 years
Statue of limitations period					5 years	10 years											6 years
Underpayment of income tax liability in excess of						100,000
Accumulated capital losses																		193,800,000
Change in valuation allowance																		64,800,000
Accumulated deficit	$ (265,196,150)	$ (214,587,069)																$ (273,500,000)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Operating activities:
Net loss	$ (51,609,472)		$ (133,593,621)		$ (94,292,695)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	22,663,879		19,872,497		20,600,715
Bad debt provision	500,329		47,400,809		12,267,390
Share-based compensation			217		(108,222)
Loss from disposal of property, plant and equipment	156,593		10,152		1,211,206
Goodwill impairment loss					14,806,586
Inventory write-down	1,663,051		6,925,478		7,765,270
Loss on changes in fair value of derivatives			369,309		5,173,903
Gain on repurchase of convertible senior notes			(10,348,750)		(7,440,000)
Amortization of convertible senior notes issuance cost and Share Lending Agreement	15,934		964,749		1,630,061
Gain on disposal of subsidiaries	(2,196,198)	[1]		[1]		[1]
Others	112,339		152,554		(223,638)
Changes in operating assets and liabilities:
Accounts receivable and notes receivable	(6,891,374)		27,649,693		(99,447,828)
Amounts due from related parties	(16,980,025)		(36,750,808)		12,321,646
Advance to suppliers	(1,873,321)		48,681		3,084,559
Inventories	37,534,916		(46,803,682)		20,491,706
Project assets	(5,393,761)		4,442,922		(9,203,936)
Prepaid expenses and other current assets and VAT tax receivable	7,046,015		20,023,346		(28,866,090)
Other long-term assets	(2,798,282)		2,899,490		(4,841,421)
Deferred tax assets	(2,735,317)		15,955,998		(17,460,955)
Accounts payable and notes payable	(27,101,093)		49,643,649		17,775,265
Amount due to related parties	(58,784,951)		12,972,949		47,037,344
Accrued expenses and other liabilities and advance from suppliers	495,461		5,434,253		6,191,965
Income tax payable	3,030,065		2,942,606		(8,766,593)
Prepaid land use rights			(5,825,188)		(12,618,645)
Net cash used in operating activities	(103,145,212)		(15,612,697)		(112,912,407)
Investing activities:
Purchases of property, plant and equipment	(40,901,214)		(44,288,415)		(60,676,805)
Subsidy received from local government to purchase plant and equipment	6,418,016		3,018,154
Proceeds from disposal of property, plant and equipment					26,933
Proceeds from disposal of subsidiaries	4,264,462
Change in restricted cash	32,415,250		(142,176,204)		553,448
Net cash provided by (used in) investing activities	2,196,514		(183,446,465)		(60,096,424)
Financing activities:
Capital injection from noncontrolling interest	318,984
Repurchase of convertible senior notes	(1,500,000)		(15,651,250)		(9,060,000)
Proceeds from short-term bank borrowings	614,276,765		653,773,767		587,785,523
Proceeds from long-term bank borrowings	62,370,160		46,137,937		204,792,588
Repayment of bank borrowings	(706,361,235)		(513,096,521)		(522,582,754)
Net cash provided by (used in) financing activities	(30,895,326)		171,163,933		260,935,357
Effect of exchange rate changes on cash and cash equivalents	2,827,184		1,728,782		15,084,268
Net increase (decrease) in cash and cash equivalents	(129,016,840)		(26,166,447)		103,010,794
Cash and cash equivalents at the beginning of the year	183,312,417		209,478,864		106,468,070
Cash and cash equivalents at the end of the year	54,295,577		183,312,417		209,478,864
Supplemental disclosure of cash flow information:
Interest paid, net of interest capitalized	27,501,427		27,671,213		23,157,984
Income taxes paid	832,879		1,014		12,455,586
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received in connection with share-lending arrangement	(2,097,340)		443,100		(16,867,340)
Purchase of property, plant and equipment included in accounts payable	$ 19,159,892		$ 21,972,470		$ 8,699,797

[1] The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company's wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd ("Jinchang New Sunshine") and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng"). Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013. The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net. The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net. The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 64,940,205	$ 63,006,093
Ordinary shares, par value per share	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	463,247,600	463,247,600
Ordinary shares, shares issued	240,701,253	267,287,253
Ordinary shares, shares outstanding	240,701,253	267,287,253

XML

MAINLAND CHINA CONTRIBUTION PLAN

12 Months Ended

Dec. 31, 2013

MAINLAND CHINA CONTRIBUTION PLAN [Abstract]

MAINLAND CHINA CONTRIBUTION PLAN

10. Mainland China contribution plan

Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees' salaries. The total contribution for such employee benefits was $6.1 million, $6.2 million and $5.9 million for the years ended December 31, 2011, 2012 and 2013, respectively.

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SCHEDULE I (BALANCE SHEET) (Parenthetical) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value per share	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	463,247,600	463,247,600
Ordinary shares, shares issued	240,701,253	267,287,253
Ordinary shares, shares outstanding	240,701,253	267,287,253
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value per share	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	463,247,600	463,247,600
Ordinary shares, shares issued	267,287,253	267,287,253
Ordinary shares, shares outstanding	267,287,253	267,287,253

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SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], China Electric Equipment Group Co., Ltd. [Member])	12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2013 CNY
Subsequent Event [Line Items]
Ownership percentage	100.00%	100.00%
Total consideration	$ 37,700,000	231,200,000
Cash proceeds	$ 13,000,000	79,600,000

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2013
Document and Entity Information [Abstract]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Entity Registrant Name	CHINA SUNERGY CO., LTD.
Entity Central Index Key	0001396247
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	267,287,253
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No

XML

PROFIT APPROPRIATION

12 Months Ended

Dec. 31, 2013

Distribution Of Profit [Abstract]

PROFIT APPROPRIATION

11. PROFIT APPROPRIATION

Pursuant to laws applicable to entities incorporated in the PRC, PRC subsidiaries such as Sunergy Nanjing, Sunergy Shanghai, SST, NRE, China Sunergy (Yangzhou) Co., Ltd and Lianyungang Yuanhui Solar Power Co., Ltd are prohibited from distributing their statutory capital and must make appropriations from PRC GAAP after-tax profit to other non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end); the appropriation to the other funds are at the PRC subsidiaries' discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends, loans or advances to the Company and amounted to RMB49.4 million ($7.9 million) as of December 31, 2012 and 2013. Due to a net loss in 2012 and 2013, PRC subsidiaries made no appropriation to other non-distributable reserve funds. In addition, due to restrictions on the distribution of share capital from the Company's PRC subsidiaries, the PRC subsidiaries share capital of RMB1,789.2 million ($284.6 million) at December 31, 2013 is considered restricted. As a result of these PRC laws and regulations, as of December 31, 2013, approximately RMB 1,838.6 million ($292.5 million) is not available for distribution to the Company by its PRC subsidiaries in the form of dividends, loans or advances.

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RELATED PARTY TRANSACTIONS AND BALANCES (Amounts Due to Related Parties) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Related Party Transaction [Line Items]
Amounts due to related parties	$ 11,797,519	$ 70,582,470
Trade related balances [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	6,609,510	56,319,984
Non-trade related balance [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	$ 5,188,009	$ 14,262,486

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SEGMENT INFORMATION (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 316,185,694	$ 292,721,361	$ 566,291,755
Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	43,997,078	65,979,111	57,314,051
Italy [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,747,266	45,429,510	170,680,970
Spain [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,558,828	656,723	4,432,090
Belgium [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,319,670	1,953,916	46,114,145
France [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	48,504,587	19,758,758	58,439,157
Czech Republic and Slovakia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,806,237	5,699,269	28,259,894
Bulgaria [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,886,258	22,300,958
UK [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	6,055,612	11,844,591
Others [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	36,316,562	34,582,052	42,375,518
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	149,192,098	208,204,888	407,615,825
PRC [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	97,038,992	29,148,928	38,086,463
India [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	26,943,051	867,177	49,415,452
South Korea [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		14,244	7,234
Australia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,783,075	39,605,278	32,599,218
America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,837,797	1,932,147	3,991,732
Japan [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	31,313,082
Others [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,077,599	$ 12,948,699	$ 34,575,831

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Sales	$ 316,185,694	$ 292,721,361	$ 566,291,755
Cost of sales	(300,973,705)	(293,914,163)	(564,474,123)
Gross profit (loss)	15,211,989	(1,192,802)	1,817,632
Selling and marketing expenses	(16,416,359)	(20,055,854)	(19,148,678)
General and administrative expenses	(30,010,529)	(75,874,984)	(41,182,119)
Research and development expenses	(6,022,357)	(8,608,874)	(6,718,265)
Goodwill impairment loss			(14,806,586)
Total operating expenses	(52,449,245)	(104,539,712)	(81,855,648)
Loss from operations	(37,237,256)	(105,732,514)	(80,038,016)
Interest expense	(28,805,652)	(28,838,328)	(23,458,361)
Interest income	6,586,276	6,154,813	2,505,432
Changes in fair value of derivatives		(369,309)	(5,173,903)
Other income (expense), net	8,974,787	11,486,938	(1,899,809)
Loss before income taxes	(50,481,845)	(117,298,400)	(108,064,657)
Income tax benefit (expense)	(1,127,627)	(16,295,221)	13,771,962
Net loss	(51,609,472)	(133,593,621)	(94,292,695)
Less: Net loss attributable to the non-controlling interest	(1,000,391)	(12,957)
Net loss attributable to ordinary shareholders of China Sunergy Co., Ltd.	(50,609,081)	(133,580,664)	(94,292,695)
Net income (loss) per share:
Basic	$ (0.20)	$ (0.55)	$ (0.39)
Diluted	$ (0.20)	$ (0.55)	$ (0.39)
Basic and diluted	$ (0.20)	$ (0.55)	$ (0.39)
Share used in calculating basic income (loss) per share	255,102,003	240,701,253	240,701,253
Share used in calculating diluted income (loss) per share	255,102,003	240,701,253	240,701,253
Share used in calculating basic and diluted loss per share	255,102,003	240,701,253	240,701,253
Third parties [Member]
Sales	306,334,566	286,889,060	556,121,653
Cost of sales	(291,372,403)	(288,004,932)	(556,741,244)
Related parties [Member]
Sales	9,851,128	5,832,301	10,170,102
Cost of sales	$ (9,601,302)	$ (5,909,231)	$ (7,732,879)

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PREPAID LAND USE RIGHTS

12 Months Ended

Dec. 31, 2013

PREPAID LAND USE RIGHTS [Abstract]

PREPAID LAND USE RIGHTS

5. PREPAID LAND USE RIGHTS

	At December 31,
	2012			2013
	$			$
Prepaid land use rights, cost		30,086,477			30,086,477
Less: Accumulated amortization		(1,539,060	)		(2,201,737	)
Prepaid land use rights, net		28,547,417			27,884,740

In 2012, the Group acquired a land use right in Nanjing, Jiangsu Province from its related party, in the amount of $5.8 million, for its planned future expansion of its solar module manufacturing capacity.

Amortization expense was $300,536, $637,687 and $662,677 for the years ended December 31, 2011, 2012 and 2013.

In 2014, 2015, 2016, 2017 and 2018, the Group will record annual amortization expense of approximately $654,445.

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PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

PROPERTY, PLANT AND EQUIPMENT [Abstract]

PROPERTY, PLANT AND EQUIPMENT

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, consist of the following:

	At December 31,
	2012			2013
	$			$
Buildings		24,236,755			62,472,729
Plant and machinery		133,014,758			144,361,757
Furniture, fixtures and equipment		10,524,286			14,117,389
Motor vehicles		1,617,620			1,665,289
		169,393,419			222,617,164
Less: Accumulated depreciation		(69,220,427	)		(88,912,568	)
		100,172,992			133,704,596
Construction in process		105,533,732			89,919,590
Property, plant and equipment, net		205,706,724			223,624,186

Depreciation expense was $17,513,454, $16,382,485 and $20,014,581 for the years ended December 31, 2011, 2012 and 2013, respectively.

Construction in progress primarily represents the construction of a research and development building that include several new production lines and the machinery under installation.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

16. COMMITMENTS AND CONTINGENCIES

a) Operating lease commitments

The Group has operating lease agreements principally for staff quarters and for warehouse premises in the PRC. Such leases have remaining terms generally within 48 months, and are renewable upon negotiation. Rental expense was $2,086,451, $1,274,139 and $1,677,533 for the years ended December 31, 2011, 2012 and 2013, respectively.

Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2013 were as follows:

Twelve-month period ending December 31,

2014	$	1,837,773
2015	$	1,684,326
2016	$	105,598
2017	$	58,051
2018	$	29,523
Over 5 years	$	61,507
	$	3,776,778

b) Purchase commitments

	At December 31,
	2011		2012		2013
	$		$		$
Commitments to purchase property, plant and equipment (1)		51,095,125		20,415,660		13,356,755
Commitments to purchase silicon raw materials (2)		1,314,053,548		899,304,092		845,131,131
		1,365,148,673		919,719,752		858,487,886

(1) Future payment required for purchase of property, plant and equipment are as follows:

Twelve-month period ending December 31,
2014	$	12,672,844
2015	$	666,323
2016	$	17,588
Total	$	13,356,755

(2) As of December 31, 2012, the Group had entered into certain long-term silicon procurement contracts, under which the Group agreed to purchase silicon wafers in an aggregate quantity of approximately 986 million pieces over the next four years at the price determined monthly.

Based on the prevailing market as of December 31, 2013, future payments required under these long-term supply agreements are as follows:

Twelve-month period ending December 31,
2014	$	281,710,377
2015	$	281,710,377
2016	$	281,710,377
Total	$	845,131,131

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OTHER (EXPENSE) INCOME, NET

12 Months Ended

Dec. 31, 2013

OTHER (EXPENSE) INCOME, NET [Abstract]

OTHER (EXPENSE) INCOME, NET

12. OTHER (EXPENSE) INCOME, net

	Years ended December 31,
	2011			2012			2013
	$			$			$
Foreign currency exchange gain (loss), net		(10,649,047	)		397,621			(826	)
Convertible notes repurchase gain		7,440,000			10,348,750			-
Government grants		565,076			889,239			1,921,965
Gain on disposal of subsidiaries (Note (a))		-			-			2,196,198
Compensation in relation to dispute settlement (Note (b))		-			-			1,790,214
Forgiveness of interest owe to a related party		-			-			2,436,882
Others		744,162			(148,672	)		630,354
Total		(1,899,809	)		11,486,938			8,974,787

Note:

(a) The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company's wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd ("Jinchang New Sunshine") and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng").

Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013.

The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net.

The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net.

The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

(b) The compensation in relation to dispute settlement is the compensation payment from a supplier due to its failure to provide the Company with solar modules pursuant to the agreement.

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RELATED PARTY TRANSACTIONS AND BALANCES (Short-Term Borrowings) (Details) (CEEG (Nanjing) Semiconductor Co., Ltd. [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CEEG (Nanjing) Semiconductor Co., Ltd. [Member]
Related Party Transaction [Line Items]
Opening balance	$ (9,545,760)
Borrowings	28,713,240	116,935,560
Repayment	38,259,000	107,389,800
Closing balance		$ (9,545,760)

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FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2013

FAIR VALUE MEASUREMENT [Abstract]

FAIR VALUE MEASUREMENT

8. Fair value measurement

Recurring change in fair value

As of December 31, 2012, information about inputs into the fair value measurements of the Group's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:

	Fair Value Measurements at December 31, 2012
	Total			(Level 1)	(Level 2)			(Level 3)
Liability:
Foreign exchange forward contract	$	(72,501	)		$	(72,501	)

There were no assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2013.

Non-recurring change in fair value

Given the market capitalization was significantly less than the net asset value as of December 31, 2011, the Group fully impaired the goodwill balance of $14.8 million in year 2011. As of December 31, 2012 and 2013, the Group had no assets or liabilities remeasured at fair value on a non-recurring basis.

Valuation techniques and classification

The following is a description of the fair value techniques used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy described above.

Foreign exchange forward contract: Quoted prices in active markets for identical assets are not available. The term of the forward contracts held by the Group is less than one year. Main inputs for these short-term forward contracts include foreign exchange rates, which are observable and can be obtained from third party professional pricing sources. These fair value measurements are classified as level 2.

The fair value measurement for goodwill is classified as Level 3 measurement. Fair value of the goodwill was determined by the Group based on the market approach. Determining the appropriate fair value model and calculating the fair value of these instruments requires the input of significant estimates and assumptions, some of which are unobservable.

As of December 31, 2013, the carrying amounts of accounts receivable, notes receivable, advance to suppliers, accounts payable, notes payable, advance from customers, amount due from (to) related parties and short-term borrowings approximated their fair values due to their short-term nature.

The carrying amount of the Group's outstanding convertible notes was $1.5 million and nil as of December 31, 2012 and 2013, and the estimated fair value of this debt was $0.2 million and nil as of December 31, 2012 and 2013, respectively, which were estimated using level 2 inputs such as the market quotes of similar issues.

The fair value of long-term borrowings is based on the amount of future cash flows associated with each debt instrument discounted at the Company's current borrowing rate for similar debt instruments of comparable terms. The carrying values of the long-term borrowings approximate their fair values as all the long-term debt carry variable interest rates which approximate rates currently offered by the Company's bankers for similar debt instruments of comparable maturities.

The fair value estimates presented above are based on pertinent information available to management as of December 31, 2012 and 2013, respectively. Although management is not aware of any factors that would significantly affect these fair value estimates, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented.

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BANK BORROWINGS (Schedule of Long-Term Bank Borrowing's Guarantees) (Details) (Financial Guarantee [Member], Long-term bank borrowings [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Guarantor Obligations [Line Items]
Debt guarantee, fixed deposit	$ 26.8
Debt guarantee	301.3	92.8
Group Chairman Mr. Tingxiu Lu and his stock rights in Jiangsu Xinde Asset Management Co., Ltd. [Member]
Guarantor Obligations [Line Items]
Debt guarantee	100.0
Land use right and machinery [Member]
Guarantor Obligations [Line Items]
Debt guarantee	42.5	50.2
Group Chairman Mr. Tingxiu Lu and his stock rights in China Electric Equipment Group Co., Ltd [Member]
Guarantor Obligations [Line Items]
Debt guarantee	50.0
CEEG (Jiangsu) Limited, China Electric Equipment Group Co., Ltd., and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate [Member]
Guarantor Obligations [Line Items]
Debt guarantee	32.8
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Limited, and Group Chairman Mr. Tingxiu Lu [Member]
Guarantor Obligations [Line Items]
Debt guarantee	30.6
Construction in progress [Member]
Guarantor Obligations [Line Items]
Debt guarantee	11.1	10.8
China Electric Equipment Group Co., Ltd. and machinery [Member]
Guarantor Obligations [Line Items]
Debt guarantee	7.5
The Group and CEEG (Nanjing) Special Transformer Co., Ltd's real estate, and CEEG (Jiangsu) Limited [Member]
Guarantor Obligations [Line Items]
Debt guarantee		$ 31.8

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INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2013

INTANGIBLE ASSETS, NET [Abstract]

INTANGIBLE ASSETS, NET

6. INTANGIBLE ASSETS, NET

	At December 31,
	2012			2013
	$			$
Customer relationships		8,073,439			8,073,439
Order backlog		44,852			44,852
Others		4,485			4,485
		8,122,776			8,122,776
Less: Accumulated amortization		(6,136,155	)		(8,122,776	)
Total		1,986,621			-

Intangible assets were acquired in 2010 through the business acquisition, and amortization expense was $2,786,725, $2,852,325 and $1,986,621 for the years ended December 31, 2011, 2012 and 2013, respectively.

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BANK BORROWINGS

12 Months Ended

Dec. 31, 2013

BANK BORROWINGS [Abstract]

BANK BORROWINGS

7. BANK BORROWINGS

	At December 31,
	2012		2013
	$		$
Short-term bank borrowings		463,554,185		304,827,038
Current portion of long-term borrowings		48,865,064		35,427,888
Long-term bank borrowings		122,859,120		265,975,939
Total		635,278,369		606,230,865

The Group's short-term bank borrowings had annual average interest rates of 6.35% and 7.01% in year 2012 and 2013, respectively. These loans represent borrowings of the Group from various financial institutions. Each of these borrowings has a term of six months to one year, and expires at various times throughout the year.

The Group's long-term bank borrowings had annual average interest rates of 4.61% and 4.74% in year 2012 and 2013, respectively. These loans represent borrowings of the Group from China Development Bank, China Import & Export Bank , Bank of Nanjing, Shanghai Rural Commercial Bank, Agricultural Bank of China (Hong Kong Branch) and Deniz Bank, with a term of thirteen months to nine years, which would expire between 2015 and 2018.

The short-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Fixed deposit		179.8		211.1
China Electric Equipment Group Co., Ltd.  and Group Chairman Mr. Tingxiu Lu		69.2		16.4
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Ltd., CEEG (Nanjing) Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
Jiangsu Xinde Asset Management Co., Ltd. and Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and mechinery		-		16.1
CEEG(Jiangsu) Ltd. and Group Chairman Mr. Tingxiu Lu		-		8.2
Construction in progress		1.9		4.9
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		6.6
China Electric Equipment Group Co., Ltd., CEEG (Nanjing)  Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu		-		3.3
Songjiang District SME Credit Guarantee Center		-		3.3
Shareholder of subsidiaries in Turkey		-		0.5
Group Chairman Mr. Tingxiu Lu and his stock rights  in China Electric Equipment Group Co., Ltd.		50.0		-
Bank of Nanjing and China Electric Equipment Group Co., Ltd.		39.8		-
China Electric Equipment Group Co., Ltd. and Jiangsu Xinde  Asset Management Co., Ltd.		19.7		-
Jiangsu Xinde Asset Management Co., Ltd.		20.3		-
Land use right and machinery		7.2		-
Total		387.9		303.2

The Group's long-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Group Chairman Mr. Tingxiu Lu and his stock rights in Jiangsu Xinde Asset Management Co., Ltd.		-		100.0
Land use right and machinery		50.2		42.5
Group Chairman Mr. Tingxiu Lu and his stock rights in China Electric Equipment Group Co., Ltd.		-		50.0
CEEG (Jiangsu) Limited, China Electric Equipment Group Co., Ltd., and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate		-		32.8
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Limited, and Group Chairman Mr. Tingxiu Lu		-		30.6
Fixed deposit		-		26.8
Construction in progress		10.8		11.1
China Electric Equipment Group Co., Ltd. and machinery		-		7.5
The Group and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate, and CEEG (Jiangsu) Limited		31.8		-
Total		92.8		301.3

The Group has short-term credit facilities of $383.0 million from various banks to facilitate its purchase of raw materials, of which $304.8 million were withdrawn with $78.2 million available to use as of December 31, 2013. The bank facilities have no restrictions as to the use of such facilities and contain no financial covenants. These short-term credit facilities are renewable annually upon mutual agreement between the parties.

The Group has a nine-year credit facility of $142.4 million from China Development Bank to facilitate its new 200MW cell production lines and was fully withdrawn as of December 31, 2013.

The Group has a four-year credit facility of $50.0 million used to supplement working capital requirements from China Development Bank, which were fully withdrawn as of December 31, 2013.

The Group has a six-year credit facility of $21.5 million from Shanghai Rural Commercial Bank designed solely for capital expenditure purposes, which had $10.3 million of credit facility available for use as of December 31, 2013.

The Group has three-year credit facilities of $41.0 million and $7.5 million from Bank of Nanjing and Deniz Bank used to supplement working capital requirements, which were fully withdrawn as of December 31, 2013.

The Group has two-year credit facilities of $16.4 million, $11.5 million, $6.6 million and $16.5 million from Bank of Nanjing, China Construction Bank, China Merchants Bank and Agricultural Bank of China (Hong Kong), respectively, which are used to supplement working capital requirements, and $34.5 million of the credit facility are available for use as of December 31, 2013.

The Group has a thirteen-month credit facility of $32.8 million from China Import & Export Bank used to supplement working capital requirements, which were fully withdrawn as of December 31, 2013.

These bank facilities have no restrictions as to their use and contain no financial covenants.

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CONVERTIBLE SENIOR NOTES

12 Months Ended

Dec. 31, 2013

CONVERTIBLE SENIOR NOTES [Abstract]

CONVERTIBLE SENIOR NOTES

9. Convertible Senior Notes

On July 1, 2008, the Company issued $54.5 million aggregate principal amount (includes $4.5 million from exercise of over-allotment option in full) of Convertible Senior Notes ("Convertible Notes" or "Notes") due June 15, 2013, with an interest rate of 4.75% per annum, payable in arrears semi-annually on June 15 and December 15, beginning on December 15, 2008. As of December 31, 2013, all such Notes had been repurchased by the Group and none of which were converted.

Conversion

Each $1,000 principal amount of the Notes will initially be convertible into 27.10 American Depository Shares, or ADSs (each ADS representing18 ordinary shares), par value $0.0001 per share at a conversion price of $36.9, subject to adjustment. The Notes are convertible into a number of ADSs equal to the conversion rate, at any time prior to the close of business on the third business day immediately preceding the maturity date. Securities may be converted only in denominations of $1,000 principal amount and integral multiples thereof.

If Notes are converted in connection with a fundamental change, as defined in the agreement for the issuance of convertible senior notes, then the conversion rate of the Notes being converted shall be increased by an additional number of ADSs. The conversion rate, including any additional ADSs added to the conversion rate in connection with a fundamental change, will not exceed 32.52 ADSs (equal to a conversion price of $30.75 per ADS). Such maximum conversion rate will be appropriately adjusted for anti-dilution conversion rate adjustments.

Redemption

In the event of a fundamental change, holders have the option to require the Company to repurchase the entire principal amount of these Notes, or the portion thereof (which is $1,000 or an integral multiple thereof), at the fundamental change Repurchase Price, together with accrued interest to, but excluding the repurchase date.

In the event of default, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the Notes to be due and payable. Upon such declaration, the principal of, and accrued and unpaid interest (including any additional amounts) on all Notes shall be due and payable immediately.

Issuance costs for the Convertible Notes amounted to $4.3 million, and were amortized through interest expense over the beneficiary period from July 2008 to June 2013, using the effective interest rate method. These capitalized costs are reported as deferred assets in Convertible bond issuance cost, and $1.1 million and $0.7 million and $0.01 million was amortized for the year ended December 31, 2011 and 2012 and 2013, respectively.

Share Lending Agreement

Concurrent with this offering, 1,477,000 ADSs (the "Loaned Shares") were borrowed by an affiliate of the initial purchaser of the notes pursuant to an ADS lending agreement (the "Share Lending Agreement"), and offered in a transaction registered under the Securities Act. This is designed to facilitate short sales and/or privately negotiated derivative transactions by which investors may elect to hedge their investments in the Convertible Notes.

The purpose of the arrangement, entered into with a third-party financial institution, was to provide potential investors with a means by which they could hedge their long-term exposure to the Group's equity underlying the conversion option. The Group has not received any significant cash from this arrangement, with the exception of cash collateral received from the counterparty which is included in the "restricted cash-collateral account" balance on our consolidated balance sheet.

The Loaned Shares must be returned to the Group by the earliest of (a) the maturity date of the Notes, June 15, 2013, (b) upon the Group's election to terminate the Share Lending Agreement at any time after the later of (i) the date on which the entire principal amount of the Notes ceases to be outstanding, and (ii) the date on which the entire principal amount of any additional convertible securities that the Group has in writing consented to permit the ADS Borrower to hedge under the Share Lending Agreement ceases to be outstanding, in each case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise; and (c) the termination of the Share Lending Agreement. The Group is not required to make any payment to the underwriter of the Notes ("Underwriter") or the ultimate holder of the Notes ("the ADS Borrower") upon the return of the Loaned Shares.

The Underwriter has agreed to post collateral in cash, having a market value equal to at least 100% of the market value of the Loaned Shares during the term of the Share Lending Agreement. Otherwise, the Group can demand that the Underwriter transfer to the collateral agent, a deposit equal to 100% of the market value of the Loaned Shares to the collateral account, no later than the second following business day. The collateral agent will promptly give the Group a statement setting forth the market value of all collateral upon the Group's reasonable request and the Group has the right to audit the market value of all collateral.

The collateral agent is required to deliver to the Group any interest, distributions or dividends on the date of such interest, distribution or dividends are received. The Underwriter has agreed not to vote the Loaned Shares to the extent it is the shareholder of record. An ADS Borrower has the ability to vote without restriction.

Share Lending Agreement - continued

A nominal lending fee of $0.0018 per ADS was received from the ADS borrower for the use of the borrowed ADSs. The ADS Borrower will be required to return the borrowed ADSs pursuant to the ADS lending agreement by the scheduled maturity date of the notes in June 2013. The loaned ADS were accounted for as being reflected at their par value in the common stock line item of the Group's balance sheet, with an offsetting reduction of additional paid in capital.

The Group used the proceeds from the issuance of the Convertible Notes for expansion of production capacity, for enhancement of research and development, and for general corporate purposes.

The Group has accounted for the Share Lending Agreement as the issuance of a written call option to the ADS Borrower for the fair value of the associated ADSs. The Group has recorded the call option at fair value, given the Group has no economic benefit associated with the issuance of the call option. The fair value of the call option upon issuance and subsequently is immaterial.

Although legally issued, the Group has not considered the Loaned Shares issued for accounting purposes. As a result, any cash collateral, to the extent posted by the ADS Borrower, is not considered attributable to the issuance of shares. To the extent cash collateral is posted, the Group recorded the cash as an asset on its balance sheet with an offsetting liability recorded to reflect the collateral receipt as the proceeds of a borrowing. The cash collateral posted as of December 31, 2012 is $2.1 million which is recorded as an asset under restricted cash collateral account with an offsetting liability recorded in collateral accounts payable as of December 31, 2012. As the Convertible Notes matured in June 2013, no asset or liability related to collateral account was recognized as of December 31, 2013.

As of December, 31, 2012, the fair value of outstanding loaned shares was $2.1 million. As the loaned shares are not considered issued for accounting purposes, they were excluded from the number of outstanding ordinary shares used in calculating earnings (loss) per share in 2011 and 2012. As of December 31, 2013, all loaned shares have been returned to the Group, no fair value measurement was required and they were recorded as treasury shares and included in the number of outstanding shares used in calculating loss per share in 2013.

The total issuance costs associated with the share-lending arrangement was $1.9 million. The amortization of the issuance costs was $0.5 million, $0.3 million and $0.01 million for the years ended December 31, 2011, 2012 and 2013, respectively.

In 2011 and 2012, the Group conducted open market repurchases of its Convertible Notes, and repurchased $16.5 million and $26.0 million aggregate principal amount of the Convertible Notes for a total cash consideration of $9.1 million and $15.7 million, respectively. As a result, the Group realized a net gain of $7.4 million and $10.3 million and recorded as other income in 2011 and 2012, respectively. In 2013, the Group settled the remaining $1.5 million of Convertible Notes for cash consideration of $1.5 million when they matured in June 2013.

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MAINLAND CHINA CONTRIBUTION PLAN (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
MAINLAND CHINA CONTRIBUTION PLAN [Abstract]
Total contributions	$ 5,900,000	$ 6,200,000	$ 6,100,000

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term Purchase Commitment [Line Items]
Rent expense	$ 1,677,533	$ 1,274,139	$ 2,086,451
Silicon wafers [Member]
Long-term Purchase Commitment [Line Items]
Aggregate quantity of pieces to purchase		986,000,000
Purchase agreement time period		4 years

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OTHER (EXPENSE) INCOME, NET (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
OTHER (EXPENSE) INCOME, NET [Abstract]
Foreign currency exchange gain (loss) , net	$ (826)		$ 397,621		$ (10,649,047)
Convertible notes repurchase gain			10,348,750		7,440,000
Government grants	1,921,965		889,239		565,076
Gain on disposal of subsidiaries (Note (a))	2,196,198	[1]		[1]		[1]
Compensation in relation to dispute settlement (Note (b))	1,790,214	[2]		[2]		[2]
Forgiveness of interest owe to a related party	2,436,882
Others	630,354		(148,672)		744,162
Other (expense) income, net	$ 8,974,787		$ 11,486,938		$ (1,899,809)

[1] The gain on disposal of subsidiaries for the year ended December 31, 2013 arose from disposal of the Company's wholly owned subsidiaries, Jinchang New Sunshine Solar Power Co., Ltd ("Jinchang New Sunshine") and Hami Huiteng Solar Power Co., Ltd ("Hami Huiteng"). Jinchang New Sunshine and Hami Huiteng were mainly engaged in photovoltaic project's engineering and sales, and were on their pre-operating stage. During the current year, the Company entered into sale agreements with Changzhou Guangyu New Energy Co., Ltd. and Changzhou Dinghui New Energy Co., Ltd. to dispose of its 100% equity interest in Jinchang New Sunshine and Hami Huiteng, respectively. The disposals were completed on December 10, 2013. The amount of the consideration for disposal of Jinchang New Sunshine was $1.9 million, of which $1.6 million has been collected. The carrying amount of net assets on the date of disposal was $0.4 million. The Company recorded a disposal gain of US$1.5 million in Other (expense) income, net. The amount of the consideration for disposal of Hami Huiteng was $4.3 million, of which $2.7 million has been collected. The carrying amount of net assets on the date of disposal was $3.6 million. The Company recorded a disposal gain of US$0.7 million in Other (expense) income, net. The disposals did not constitute discontinued operations as the Company will continuously be the sole material provider of Jinchang New Sunshine and Hami Huiteng, for the construction of the photovoltaic projects, and therefore, significant cash inflows are expected to be received by the Company as a result of such continuation of activities with Jinchang New Sunshine and Hami Huiteng after the disposal transaction.

[2] The compensation in relation to dispute settlement is the compensation payment from a supplier due to its failure to provide the Company with solar modules pursuant to the agreement.

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CONVERTIBLE SENIOR NOTES (Details) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended										0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jul. 01, 2008 Convertible Senior Notes Due June 15, 2013 [Member]	Dec. 31, 2013 Share lending arrangement [Member]	Dec. 31, 2012 Share lending arrangement [Member]	Dec. 31, 2011 Share lending arrangement [Member]	Dec. 31, 2013 Conversion [Member]	Dec. 31, 2013 Convertible notes [Member]	Dec. 31, 2012 Convertible notes [Member]	Dec. 31, 2011 Convertible notes [Member]	Dec. 31, 2013 American Depository Shares [Member] Share lending arrangement [Member]	Dec. 31, 2013 American Depository Shares [Member] Conversion [Member]	Dec. 31, 2013 American Depository Shares [Member] Conversion [Member] Maximum [Member]	Jul. 01, 2008 Over-Allotment [Member] Convertible Senior Notes Due June 15, 2013 [Member]	Dec. 31, 2013 Common Stock [Member] Conversion [Member]	Dec. 31, 2013 Cash [Member] Share lending arrangement [Member]	Dec. 31, 2013 Deposit [Member] Share lending arrangement [Member]
Equity, Class of Treasury Stock [Line Items]
Convertible senior notes issued				$ 54,500,000											$ 4,500,000
Convertible senior notes interest rate				4.75%
Conversion of stock, shares													27.10	32.52		18
Conversion amount								1,000
Ordinary shares, par value per share	$ 0.0001	$ 0.0001
Conversion price													$ 36.90	$ 30.75		$ 0.0001
Conversion denomination amount								1,000
Stock repurchase										26,000,000	16,500,000
Default percentage of principal amount, minimum	25.00%
Issuance costs	4,300,000					1,900,000
Shares borrowed												1,477,000
Percentage of market value provided as collateral																	100.00%	100.00%
Lending fee per share												$ 0.0018
Collateral account payable						2,100,000
Fair value outstanding loaned shares						2,100,000
Amortization of convertible senior notes	15,934	964,749	1,630,061		10,000	300,000	500,000		10,000	700,000	1,100,000
Payment of convertible senior notes repurchase	1,500,000	15,651,250	9,060,000
Gain on repurchase of convertible senior notes		$ 10,348,750	$ 7,440,000

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SCHEDULE I (BALANCE SHEET) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Amount due from subsidiaries	$ 83,986,853	$ 67,006,828
Total current assets	500,049,660	678,471,236
Property, plant and equipment, net	223,624,186	205,706,724
Total assets	764,652,946	923,085,343
Current liabilities:
Convertible senior notes payable		1,500,000
Total current liabilities	512,496,481	771,698,212
Total liabilities	809,039,391	916,765,366
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 240,701,253 issued and outstanding as of December 31, 2013)	24,070	26,729
Additional paid-in capital	185,367,042	185,367,042
Treasury shares (at par value of $0.0001)	2,659
Accumulated deficit	(265,196,150)	(214,587,069)
Accumulated other comprehensive income	36,070,581	35,523,388
Total equity	(43,731,798)	6,330,090
TOTAL LIABILITIES AND EQUITY	764,652,946	923,085,343
Parent Company [Member]
Current assets:
Cash	401,680	298,551
Amount due from subsidiaries	79,100,696	81,419,439
Other receivables	221,884	160,086
Restricted cash-collateral account		2,097,340
Convertible senior notes issuance cost		15,934
Total current assets	79,724,260	83,991,350
Investments in subsidiaries	(123,416,770)	(73,268,494)
Property, plant and equipment, net	3,511
Total assets	(43,688,999)	10,722,856
Current liabilities:
Other liabilities	42,799	795,426
Collateral account payable		1,500,000
Convertible senior notes payable		2,097,340
Total current liabilities	42,799	4,392,766
Total liabilities	42,799	4,392,766
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 240,701,253 issued and outstanding as of December 31, 2013)	24,070	26,729
Additional paid-in capital	185,367,042	185,367,042
Treasury shares (at par value of $0.0001)	2,659
Accumulated deficit	(265,196,150)	(214,587,069)
Accumulated other comprehensive income	36,070,581	35,523,388
Total equity	(43,731,798)	6,330,090
TOTAL LIABILITIES AND EQUITY	$ (43,688,999)	$ 10,722,856

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BANK BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2013

BANK BORROWINGS [Abstract]

Schedule of Bank Borrowings

	At December 31,
	2012		2013
	$		$
Short-term bank borrowings		463,554,185		304,827,038
Current portion of long-term borrowings		48,865,064		35,427,888
Long-term bank borrowings		122,859,120		265,975,939
Total		635,278,369		606,230,865

Schedule of Short-Term Bank Borrowings

The short-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Fixed deposit		179.8		211.1
China Electric Equipment Group Co., Ltd.  and Group Chairman Mr. Tingxiu Lu		69.2		16.4
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Ltd., CEEG (Nanjing) Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
Jiangsu Xinde Asset Management Co., Ltd. and Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		16.4
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and mechinery		-		16.1
CEEG(Jiangsu) Ltd. and Group Chairman Mr. Tingxiu Lu		-		8.2
Construction in progress		1.9		4.9
China Electric Equipment Group Co., Ltd., Group Chairman  Mr. Tingxiu Lu and his wife Mrs Guilan Shi		-		6.6
China Electric Equipment Group Co., Ltd., CEEG (Nanjing)  Special Transformer Co., Ltd. and Group Chairman Mr. Tingxiu Lu		-		3.3
Songjiang District SME Credit Guarantee Center		-		3.3
Shareholder of subsidiaries in Turkey		-		0.5
Group Chairman Mr. Tingxiu Lu and his stock rights  in China Electric Equipment Group Co., Ltd.		50.0		-
Bank of Nanjing and China Electric Equipment Group Co., Ltd.		39.8		-
China Electric Equipment Group Co., Ltd. and Jiangsu Xinde  Asset Management Co., Ltd.		19.7		-
Jiangsu Xinde Asset Management Co., Ltd.		20.3		-
Land use right and machinery		7.2		-
Total		387.9		303.2

Schedule of Long-Term Bank Borrowings

The Group's long-term bank borrowings (in millions) were guaranteed by:

	At December 31,
	2012		2013
	$		$
Group Chairman Mr. Tingxiu Lu and his stock rights in Jiangsu Xinde Asset Management Co., Ltd.		-		100.0
Land use right and machinery		50.2		42.5
Group Chairman Mr. Tingxiu Lu and his stock rights in China Electric Equipment Group Co., Ltd.		-		50.0
CEEG (Jiangsu) Limited, China Electric Equipment Group Co., Ltd., and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate		-		32.8
China Electric Equipment Group Co., Ltd., CEEG (Jiangsu) Limited, and Group Chairman Mr. Tingxiu Lu		-		30.6
Fixed deposit		-		26.8
Construction in progress		10.8		11.1
China Electric Equipment Group Co., Ltd. and machinery		-		7.5
The Group and CEEG (Nanjing) Special Transformer Co., Ltd.'s real estate, and CEEG (Jiangsu) Limited		31.8		-
Total		92.8		301.3

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Schedule of Computation of Basic and Diluted Income Per Share) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]
Net income (loss) attributable to ordinary shareholders- for the calculation of basic income (loss) per share	$ (50,609,081)	$ (133,580,664)	$ (94,262,695)
Net income (loss) attributable to ordinary shareholders- for the calculation of diluted income (loss) per share	$ (50,609,081)	$ (133,580,664)	$ (94,292,695)
Weighted-average ordinary shares outstanding-for the calculation of basic income (loss) per share	255,102,003	240,701,253	240,701,253
Weighted-average ordinary shares outstanding- for the calculation of diluted income (loss) per share	255,102,003	240,701,253	240,701,253
Net income (loss) per share:
Basic	$ (0.20)	$ (0.55)	$ (0.39)
Diluted	$ (0.20)	$ (0.55)	$ (0.39)

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SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2013

SHARE-BASED COMPENSATION [Abstract]

SHARE-BASED COMPENSATION

14. SHARE-bASED COMPENSATION

Prior to January 1, 2008, pursuant to the company's Share Incentive Plan which allows the Company to offer share incentive awards to employees, officers, directors, individual consultants or advisors who rendered services to the Group, 2,500,000 options were authorized and 2,050,900 options were granted, which generally vest over four years and have a 10-year contract term.

On January 10, 2008, under the Share Incentive Plan, the Company further granted options to purchase 716,226 ordinary shares to certain employees at an exercise price of $1.283 per share.

On February 5, 2008, the shareholders granted approval for its Second Share Incentive Plan (the "Second Plan"). The Second Plan is open to members of the Board of the Group, as well as employees and consultants as determined by the Compensation Committee of the Board. The maximum number of shares that may be issued pursuant to the Second Plan is 4,190,748. The Company granted 2,397,301 and 1,078,785 restricted common shares to its then CEO and CFO on the same day, which vest one third annually over the following three years.

On January 9, 2009, the Group granted options to purchase 260,002 and 80,640 ordinary shares to certain employees at an exercise price of $1.283 and $0.7 per share, respectively. The options expire ten years from the date of grant, with one-fourth of the options vesting on each of the following four grant date anniversaries. At the same date, the Group also granted options to purchase 100,002 ordinary shares to a consultant at an exercise price of $0.7 per share. The shares subject to the option vested on December 31, 2009 and is exercisable within 5 years from the date the option is vested.

In 2011, 2012 and 2013, the Group did not grant any additional options to employees.

The Group recorded ($108,222), $217 and nil as compensation expense (reversal) for the years ended December 31, 2011, 2012 and 2013, respectively.

The Group records share-based compensation based on the grant date fair value of the option. The weighted average grant-date fair value of options granted during year 2008 and 2009 was $1.20 and $0.22 per share, respectively, computed using the binomial option-pricing formula that uses the assumptions noted below. Expected volatilities are based on the average volatility of comparable companies with the time period commensurate with the expected time period. The Group uses historical data to estimate option exercise and employee termination within the pricing formula. The contractual life of the option is 6 to 10 years. The risk-free rate for periods within the contractual life of the option is based on the yield of US Treasury Bond.

	2009
Average risk-free rate of return	1.51%~2.40%
Expected term	6~10 years
Volatility rate	84%
Dividend yield	0%

A summary of the option activities is follows:

						Weighted average
	Number of			Weighted average		remaining		Aggregate
	Options			exercise price		contract term		intrinsic value
Outstanding at January 1, 2013		344,190		$	1.114
Forfeited		(47,070	)	$	1.283
Outstanding at December 31, 2013 (all vested and exercisable)		297,120		$	1.087		2.65	$	-

As of December 31, 2013, there was no unrecognized compensation expense related to unvested share-based compensation.

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SCHEDULE I

12 Months Ended

Dec. 31, 2013

SCHEDULE 1 [Abstract]

SCHEDULE 1

Additional information-financial statements schedule 1

china sunergy co., ltd.

Financial information for parent company

BALANCE SHEET

(In U.S. dollars, except for share data)

	December 31,
	2012			2013
	$			$
ASSETS
Current assets:
Cash		298,551			401,680
Amount due from subsidiaries		81,419,439			79,100,696
Other receivables		160,086			221,884
Restricted cash-collateral account		2,097,340			-
Convertible senior notes issuance cost		15,934			-
Total current assets		83,991,350			79,724,260
Investments in subsidiaries		(73,268,494	)		(123,416,770	)
Property, Plant and Equipment, net		-			3,511
Total assets		10,722,856			(43,688,999	)
Liabilities and equity:
Liabilities:
Other liabilities		795,426			42,799
Collateral account payable		1,500,000			-
Convertible senior notes payable		2,097,340			-
Total current liabilities		4,392,766			42,799
Total liabilities		4,392,766			42,799
Equity (deficit):
Ordinary shares (par value $0.0001; 463,247,600 shares authorized, 267,287,253 shares issued and outstanding as of December 31, 2012 and 2013)		26,729			24,070
Additional paid-in capital		185,367,042			185,367,042
Treasury shares (at par value of $0.0001)		-			2,659
Accumulated deficit		(214,587,069	)		(265,196,150	)
Accumulated other comprehensive income		35,523,388			36,070,581
Total equity (deficit)		6,330,090			(43,731,798	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)		10,722,856			(43,688,999	)

china sunergy co., ltd.

Statement of operations

(In U.S. dollars)

	Year ended December 31,
	2011			2012			2013
	$			$			$
General and administrative expenses		(706,531	)		(1,982,550	)		(1,367,729	)
Total operating expenses		(706,531	)		(1,982,550	)		(1,367,729	)
Loss from operations		(706,531	)		(1,982,550	)		(1,367,729	)
Interest expense		(3,794,996	)		(1,426,848	)		(67,583	)
Interest income		755,895			929,636			1,568,461
Equity in losses of subsidiaries		(99,222,232	)		(141,703,447	)		(50,695,469	)
Other income (expense), net		8,675,169			10,602,545			(46,761	)
Net loss		(94,292,695	)		(133,580,664	)		(50,609,081	)

china sunergy co., ltd.

Statement of COMPREHENSIVE INCOME (Loss)

(In U.S. dollars)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Net loss		(94,292,695	)		(133,580,664	)		(50,609,081	)
Other comprehensive income:
Foreign currency translation adjustments, net of tax impact of nil for 2011, 2012 and 2013		6,678,512			824,123			547,193
Comprehensive loss		(87,614,183	)		(132,756,541	)		(50,061,888	)

china sunergy co., ltd.

Statement of cash flows

(In U.S. dollars)

	Year ended December 31,
	2011			2012			2013
	$			$			$
Operating activities:
Net loss attributable to China Sunergy Co., Ltd.		(94,292,695	)		(133,580,664	)		(50,609,081	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in gains/losses of subsidiaries		99,222,232			141,703,447			50,695,469
Share-based compensation		(108,222	)		217			-
Gain on repurchase of convertible senior notes		(7,440,000	)		(10,348,750	)		-
Amortization of convertible senior notes		1,630,060			964,750			15,934
Others		(223,637	)		(256,363	)		-
Changes in operating assets and liabilities:
Other receivables		200,758			(52,466	)		(61,798	)
Other liabilities		(876,334	)		(11,832	)		(752,627	)
Amounts due from subsidiaries		(1,300,418	)		15,517,779			2,318,743
Net cash provided by (used in) operating activities		(3,188,256	)		13,936,118			1,606,640
Investing activity:
Decrease in restricted cash		11,250,000			-			-
Purchase of PPE		-			-			(3,511	)
Net cash provided by (used in) investing activity		11,250,000			-			(3,511	)
Financing activities:
Payment of convertible senior notes repurchase		(9,060,000	)		(15,651,250	)		(1,500,000	)
Net cash used in financial activities		(9,060,000	)		(15,651,250	)		(1,500,000	)
Net increase (decrease) in cash and cash equivalents		(998,256	)		(1,715,132	)		103,129
Cash and cash equivalents at the beginning of the year		3,011,939			2,013,683			298,551
Cash and cash equivalents at the end of the year		2,013,683			298,551			401,680
Supplemental disclosure of non-cash investing activities:
Restricted cash collateral received in connection with Share Lending Aggrement		(16,867,340	)		443,100			-

Notes to Schedule 1

1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

2) The condensed financial information of China Sunergy Co., Ltd. has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries.

3) Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the Consolidated Financial Statements of the Company.

4) As of December 31, 2013, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed the Consolidated Financial Statement, if any.

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SCHEDULE 1 STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net loss attributable to China Sunergy Co., Ltd.	$ (50,609,081)	$ (133,580,664)	$ (94,292,695)
Other comprehensive income (loss): foreign currency translation adjustments, net of tax impact nil for 2011, 2012 and 2013	584,066	824,167	6,678,512
Comprehensive income (loss)	(50,061,888)	(132,756,541)	(87,614,183)
Parent Company [Member]
Net loss attributable to China Sunergy Co., Ltd.	(50,609,081)	(133,580,664)	(94,292,695)
Other comprehensive income (loss): foreign currency translation adjustments, net of tax impact nil for 2011, 2012 and 2013	547,193	824,123	6,678,512
Comprehensive income (loss)	$ (50,061,888)	$ (132,756,541)	$ (87,614,183)

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Accounts Receivable from Customers Accounting for 10% Percent or More) (Details) (Accounts Receivable [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Company A [Member]
Concentration Risk [Line Items]
Percentage of accounts receivable	22.00%	22.00%
Company B [Member]
Concentration Risk [Line Items]
Percentage of accounts receivable	11.00%

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

SEGMENT INFORMATION [Abstract]

Schedule of Revenues by Geographic Area

The following table summarizes the Group's revenues generated from different geographic locations in which customers are based:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Europe:
- Germany		57,314,051		65,979,111		43,997,078
- Italy		170,680,970		45,429,510		7,747,266
- Spain		4,432,090		656,723		1,558,828
- Belgium		46,114,145		1,953,916		1,319,670
- France		58,439,157		19,758,758		48,504,587
- Czech Republic and Slovakia		28,259,894		5,699,269		1,806,237
- Bulgaria		-		22,300,958		1,886,258
- United Kingdom		-		11,844,591		6,055,612
- Others		42,375,518		34,582,052		36,316,562
Europe total		407,615,825		208,204,888		149,192,098
PRC		38,086,463		29,148,928		97,038,992
India		49,415,452		867,177		26,943,051
South Korea		7,234		14,244		-
Australia		32,599,218		39,605,278		7,783,075
America		3,991,732		1,932,147		1,837,797
Japan		-		-		31,313,082
Others		34,575,831		12,948,699		2,077,599
Total net revenues		566,291,755		292,721,361		316,185,694

Substantially all the identifiable assets of the Group are located in the PRC.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net loss	$ (51,609,472)	$ (133,593,621)	$ (94,292,695)
Other comprehensive income:
Foreign currency translation adjustments, net of tax impact nil for 2011, 2012 and 2013	584,066	824,167	6,678,512
Total comprehensive loss	(51,025,406)	(132,769,454)	(87,614,183)
Less: Comprehensive loss attributable to noncontrolling interest	(963,518)	(12,913)
Comprehensive loss attributable to ordinary shareholders of China Sunergy Co., Ltd	$ (50,061,888)	$ (132,756,541)	$ (87,614,183)

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COMMITMENTS AND CONTINGENCIES (Schedule of Purchase Commitments for Property, Plant and Equipment) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term Purchase Commitment [Line Items]
Total	$ 858,487,886	$ 919,719,752	$ 1,365,148,673
Property, plant and equipment [Member]
Long-term Purchase Commitment [Line Items]
2014	12,672,844
2015	666,323
2016	17,588
Total	$ 13,356,755	$ 20,415,660	$ 51,095,125

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INVENTORIES

12 Months Ended

Dec. 31, 2013

INVENTORIES [Abstract]

INVENTORIES

3. INVENTORIES

Inventories consist of the following:

	At December 31,
	2012		2013
	$		$
Raw materials		31,080,141		11,170,602
Work-in-process		9,379,249		12,528,549
Finished goods		43,396,231		20,958,503
Inventories		83,855,621		44,657,654

In 2011, 2012 and 2013, inventories were written down by $7,765,270, $6,925,478 and $1,663,051, respectively, to reflect the lower of cost or market adjustments.

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BANK BORROWINGS (Narrative) (Details) (USD $) In Millions, unless otherwise specified			12 Months Ended			12 Months Ended										12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Short-term bank borrowings [Member] Minimum [Member]	Dec. 31, 2013 Short-term bank borrowings [Member] Maximum [Member]	Dec. 31, 2013 Credit facilities [Member]	Dec. 31, 2013 Credit facilities [Member] China Development Bank [Member]	Dec. 31, 2013 Credit facilities [Member] China Development Bank, Secondary Line of Credit [Member]	Dec. 31, 2013 Credit facilities [Member] Shanghai Rural Commercial Bank [Member]	Dec. 31, 2013 Credit facilities [Member] Bank of Nanjing [Member]	Dec. 31, 2013 Credit facilities [Member] Deniz Bank [Member]	Dec. 31, 2013 Credit facilities [Member] Bank of Nanjing [Member]	Dec. 31, 2013 Credit facilities [Member] China Construction Bank [Member]	Dec. 31, 2013 Credit facilities [Member] China Merchants Bank [Member]	Dec. 31, 2013 Credit facilities [Member] Agricultural Bank of China (Hong Kong) [Member]	Dec. 31, 2013 Credit facilities [Member] Bank of Nanjing, China Construction Bank, China Merchants Bank and Agricultural Bank of China Hong Kong [Member]	Dec. 31, 2013 Credit facilities [Member] China Import & Export Bank [Member]	Dec. 31, 2013 Long-term bank borrowings [Member]	Dec. 31, 2013 Long-term bank borrowings [Member] Minimum [Member]	Dec. 31, 2013 Long-term bank borrowings [Member] Maximum [Member]
Debt Instrument [Line Items]
Short-term bank borrowings annual average interest rates	7.01%	6.35%
Long-term bank borrowings have annual average interest rates	4.74%	4.61%
Maturity date, start																	Dec. 31, 2015
Maturity date, end																	Dec. 31, 2018
Short term credit facility					$ 383.0	$ 142.4	$ 50.0	$ 21.5	$ 41.0	$ 7.5	$ 16.4	$ 11.5	$ 6.6	$ 16.5		$ 32.8
Short term credit facility, amount withdrawn					304.8
Short term credit facility, amount available					$ 78.2			$ 10.3							$ 34.5
Debt instrument, term			6 months	1 year		9 years	4 years	6 years	3 years	3 years	2 years	2 years	2 years	2 years		13 months		13 months	9 years

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RELATED PARTY TRANSACTIONS AND BALANCES (Sales to Related Parties) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Sales	$ 316,185,694	$ 292,721,361	$ 566,291,755
Related Parties [Member]
Related Party Transaction [Line Items]
Sales	9,851,128	5,832,301	10,170,102
CEEG Nanjing International Trade Co., Ltd. [Member]
Related Party Transaction [Line Items]
Sales			4,682
CEEG (Nanjing) Solar Research Institute [Member]
Related Party Transaction [Line Items]
Sales	1,450,689	4,997,073	10,113,561
CEEG (Nanjing) Semiconductor Co., Ltd. [Member]
Related Party Transaction [Line Items]
Sales	247,563		15,609
China Electric Equipment Group (Hong Kong) Co., Limited [Member]
Related Party Transaction [Line Items]
Sales	71,852	245,341	36,250
China Electric Equipment Group Co., Limited [Member]
Related Party Transaction [Line Items]
Sales	7,435,809	51,216
CEEG (Jiangsu) Insulative New Material Co.,Ltd. [Member]
Related Party Transaction [Line Items]
Sales	606,322	537,278
CEEG Korea Co., Ltd. [Member]
Related Party Transaction [Line Items]
Sales		1,393
Jiangxi Jingde Semiconductor New Material Co., Ltd. [Member]
Related Party Transaction [Line Items]
Sales	$ 38,893

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INCOME TAXES (Schedule of Income Taxes by Tax Jurisdictions) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income (loss) from operations before income tax:
PRC	$ (42,999,102)	$ (107,662,760)	$ (111,763,011)
Other jurisdictions	(7,482,743)	(9,635,640)	3,698,354
Loss before income taxes	$ (50,481,845)	$ (117,298,400)	$ (108,064,657)

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SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

SUMMARY OF PRINCIPAL ACCOUNTING POLICIES [Abstract]

Basis of presentation

Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group's ability to generate cash flows from operations, and the Group's ability to arrange adequate financing arrangements, including the renewal or rollover of its bank borrowings, to support its working capital requirements.

The following factors raise doubt about the Group's ability to continue as a going concern for the foreseeable future.

· The solar industry is being negatively impacted by a number of factors including excess capacity, reduction of government incentives in key solar markets, higher import tariffs and the European debt crisis. These factors have contributed to declining average selling prices for the Group's products. Since December 31, 2011, the Group's average selling price of modules has fallen from $1.36/watt to $0.59/watt in 2013.

· For the year ended December 31, 2013, the Group incurred an operating loss of $39.9 million and for the year ended December 31, 2012 a loss from operations of $105.7million.

· During the year December 31, 2013, the Group experienced negative cash flow of $103.1 million from operations.

· As of December 31, 2013, the Group's current liabilities exceed its current assets by $12.4 million. While the Group had cash and cash equivalents of $54.3 million and restricted cash of $194.2 million, it had short-term bank borrowings of $304.8 million, all due within one year and the current portion of long-term debt amounting to $35.4 million.

These factors are mitigated by the following plans and actions:

· The Group has entered into a written agreement with six commercial banks who agreed to continue providing financial support to the Group, including extensions and renewals of existing loans, representing 67% of the total outstanding loans from these banks as of December 31, 2013.

· While there can be no assurance that the Group will be able to refinance its short-term bank borrowings as they become due, historically, the Group has renewed or rolled over most of its short-term bank loans upon the maturity date of the loans and has assumed it will continue to be able to do so. From January 1, 2014 to March 31, 2014, the Group renewed short-term bank borrowings of $93.9 million.

· The Group has taken a number of cost reduction initiatives. Since the second half of 2011, the Group has implemented its business strategy of cost reduction through research and development efforts at each stage of its vertically integrated manufacturing process and economies of scale through expanding its solar module business.

· The Group has successfully expanded a portion of its manufacturing to Europe through establishing plants to manufacture and sell solar products in Turkey. The Group believes the overseas production capacities will enable them to stay closer to the European market than certain of their competitors which only conduct manufacturing operations in China, capture business opportunities in emerging solar power markets like Turkey and neighboring countries and mitigate the adverse effect on our sales to European countries caused by anti-dumping and countervailing duties that may be imposed.

Based on the above factors, management believes that adequate sources of liquidity will exist to fund the Group's working capital and capital expenditures requirements, and to meet its short-term debt obligations, other liabilities and commitments as they become due.

Basis of consolidation

(b) Basis of consolidation

The consolidated financial statements include the assets, liabilities, revenues and expenses of the Group. All intercompany transactions and balances have been eliminated on consolidation.

Use of estimates

(c) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include valuation allowances of deferred tax assets, contingent liabilities related to outstanding legal proceedings, inventory valuation, allowance on accounts receivable and supplier advances, provision of warranty costs, assumptions used in calculating the fair value of foreign exchange forward contracts, forfeiture rate of options, the useful lives for property plant and equipment, intangible assets, impairment of long-lived assets and goodwill.

Cash and cash equivalents and restricted cash

(d) Cash and cash equivalents and restricted cash

Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.

Restricted cash represents bank deposits for securing letters of credit, letter of guarantee, bank promissory notes, foreign exchange forward contracts and bank guarantees that are not available for use in operations.

Fair value of financial instruments

(e) Fair value of financial instruments

Assets and liabilities that are recorded at fair value on a recurring basis reflect fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The Company applies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

• Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

• Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

• Level 3 -Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates.

Accounts receivable and allowance for doubtful accounts

(f) Accounts receivable and allowance for doubtful accounts

Accounts receivable are recognized and carried at the original transaction amount less allowance for doubtful accounts. The Group maintains allowance for doubtful accounts for uncollectible accounts receivable. Estimates of anticipated losses from doubtful accounts are based on days past due, historical collection and other factors.

Inventories

(g) Inventories

Inventories are stated at the lower of cost or market value. Cost of purchased raw material is determined using the weighted-average method and cost of work-in-progress and finished good is determined using standard cost method.

The Group estimates excess and slow moving inventory based upon assumptions of future demands and market conditions. If actual market conditions are less favorable than projected by management, additional inventory write-downs may be required.

Project assets

(h) Project assets

Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to the sale of the solar power project. These costs include modules and development costs. While the project assets are not constructed for a specific customer, the Group intends to sell the project assets upon their completion. Due to the development, construction, and sale timeframe of the Group's solar projects, they are expected to be sold within the next 12 months and are classified as current assets.

Project assets consisted of the following:

	At December 31,
	2012		2013
	$		$
Project assets - Module cost		-		2,816,687
Project assets - Development		4,761,014		7,338,088
Total		4,761,014		10,154,775

The Group reviews project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In determining whether or not the project assets are recoverable, the Group considers a number of factors, including changes in environmental, ecological, permitting, or regulatory conditions that affect the project. Such changes may cause the cost of the project to increase or the selling price of the project to decrease. There was no impairment charge recognized during the years ended December 31, 2012 and 2013.

Property, plant and equipment

(i) Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:

Buildings	20 years
Machinery	10 years
Furniture, fixtures and equipment	5 years
Motor vehicles	5 years
Leasehold improvements	over the shorter of the lease term or their estimated useful lives

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized and transferred to property, plant and equipment on completion, at which time depreciation commences. Interest cost incurred and capitalized in respect of construction of new facilities amounted to $1,290,561, $3,180,454 and $3,816,232 for the years ended December 31, 2011, 2012 and 2013, respectively.

Prepaid land use rights

(j) Prepaid land use rights

Prepaid land use rights are recorded at cost and are amortized ratably over 50 years, according to the term of the land use right agreement.

Intangible assets, net

(k) Intangible assets, net

Intangible assets consist primarily of customer relationships acquired in business combinations and are amortized on a straight-line basis over 3 years. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability" criterion. Intangible assets are recognized and measured at fair value upon acquisition.

Goodwill

(l) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets less liabilities acquired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The Group completes a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Management performs its annual goodwill impairment test in November.

In 2011, the Group fully impaired the goodwill of $14.8 million based on the annual goodwill impairment test results. No impairment of goodwill was recorded in 2012 or 2013.

Impairment of long-lived assets

(m) Impairment of long-lived assets

The Group evaluates its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group would recognize an impairment loss equal to the excess of the carrying amount over the fair value of the assets.

There was no impairment charge recognized during the years ended December 31, 2011, 2012 and 2013.

Derivative financial instruments

(n) Derivative financial instruments

The Group entered into certain foreign exchange forward contracts to protect against volatility of future cash flows caused by the changes in foreign exchange rates associated with sales contracts denominated in Euro or U.S. dollar. The Group recognizes all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets. The derivatives do not qualify for hedge accounting and, as a result, the changes in fair value of the derivatives are recognized in the statement of operations.

The Group recorded a loss of $5.2 million, $0.4 million and nil relating to foreign exchange forward contracts that did not qualify for hedge accounting for the years ended December 31, 2011, 2012 and 2013, respectively. As of December 31, 2012 and 2013, the Group had outstanding foreign exchange forward contracts with notional amounts of $6.6 million and nil, respectively, with an estimated fair value of ($0.1) million and nil, respectively. These forward contracts are recorded in prepaid expense and other current assets or accrued expense and other current liabilities on the consolidated balance sheet and the gain (loss) is recorded in changes in fair value of derivatives on the consolidated statements of operations.

Income taxes

(o) Income taxes

The Group accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

The Group determines whether or not a tax position is "more-likely-than-not" of being sustained upon audit based solely on the technical merits of the position. The Company records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. At December 31, 2011, 2012 and 2013, the Group had recorded no uncertain tax benefits. The Group does not anticipate any significant changes to its liability for unrecognized tax benefits within the next 12 months.

Revenue recognition

(p) Revenue recognition

Sales of solar cells and modules are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when the risks, rewards and ownership of the products are transferred from the Group to its customers. The majority of the Group's sales contracts include the shipping terms Free on Board ("FOB") and Cost, Insurance and Freight ("CIF"). Based on the nature of these shipping terms, the Group's obligation to deliver has been fulfilled when the goods pass over the ship's rail at the named port of shipment which is specified in each contract.

Customers do not have any general rights of return, but may be allowed to exchange for goods that are not defective for a 30 to 45 day period. The Group has recorded the estimated replacement costs, which have been immaterial for all periods presented, in cost of revenue upon recognition of revenue. A portion of the Group's sales to domestic customers require the customers to prepay before delivery has occurred. Such prepayments are recorded as advance from customers in the consolidated balance sheets until delivery has occurred. A majority of the Group's contracts with overseas customers are written such that the customer takes title and assumes the risks and rewards of ownership of the products upon shipment. Accordingly, the Group recognizes revenue upon documentary evidence of shipment, assuming all other criteria have been met.

Taxes collected from customers and remitted to governmental authorities are excluded from revenues and such taxes are presented on a net basis.

Buy-and-sell arrangements

(q) Buy-and-sell arrangements

In 2011, the Group entered into an arrangement whereby the Group sells solar wafers or solar cells, to a third party, and purchases finished goods, including solar cells or solar modules from this third party. The group entered into this transaction in order to ensure the quality of the finished goods it was purchasing.

In 2012, the Group entered into arrangements whereby the Group sells solar wafers or solar modules and purchase solar cells from the same counterparties. These arrangements are all to maintain the quantity and quality of the Group's solar cell supply, which ware a key input into the production of solar modules.

In 2013, the Group entered into arrangements wherein the Group purchases accessorial raw material and sells modules or purchases solar cells and sells solar wafers to the same counterparties. These arrangements are to maintain the quantity and quality of the silicon cell and other accessorial material supply, which are a key input into the production of solar modules.

Based on the substance of the arrangements, the Group records such transactions at the market value.

Transactions under buy-and-sell arrangement are as follows:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Sell:
Solar wafer		1,126,939		7,459,649		155,869
Solar cell		2,409,196		-		-
Solar module		-		1,148,789		1,790,579
Purchase:
Raw material		-		-		2,704,839
Solar cell		6,562,641		26,887,923		382,716
Solar module		12,523,974		-		-

Cost of revenue

(r) Cost of revenue

Cost of revenue includes production and indirect costs, as well as warranty costs.

Research and development

(s) Research and development

Research and development costs are expensed when incurred.

Advertising expenses

(t) Advertising expenses

Advertising costs are expensed as incurred. The Group incurred advertising costs amounting to $1,756,612, $2,665,486 and $938,330 for the years ended December 31, 2011, 2012 and 2013, respectively.

Shipping and handling cost

(u) Shipping and handling cost

Shipping and handling cost for products sold are expensed as incurred and included in sales and marketing expense. The Group incurred shipping and handling cost amounting to $4,172,910, $3,747,564 and $4,890,611 for the years ended December 31, 2011, 2012 and 2013, respectively.

Warranty cost

(v) Warranty cost

Solar modules are typically sold with up to 25 year warranty against specified declines in the initial minimum power generation capacity at the time of sale. In addition, the Group provides warranty for solar modules against defects in materials and workmanship for a period of five years or ten years from the date of sale.

The Group currently accrues for all product warranties on a cumulative basis, based on its best estimate to date. The Group estimates the cost of warranties to be approximately 1.0% of solar module sales and includes that amount in cost of revenues. The Group makes such estimate based on a number of factors including; i) the nature of the warranties provided, which are consistent with industry practice, ii) actual claim expenses incurred, iii) internal testing results, and iv) other assumptions that affect estimates of warranty costs, including industry data for warranty claim activities and academic research. The Group acknowledges that such estimates require significant judgment and the Group will continue to analyze its claim history, academic research and internal testing results and the performance of its products compared to the Group's competitors in determining the adequacy of warranty accruals. An increase or decrease of 0.1% accrual rate, applicable to sales of solar module, would have resulted in a corresponding increase or decrease in warranty expense of $0.3 million for the year ended December 31, 2013.

The movement of the Group's accrued warranty costs is summarized below:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Beginning balance		8,630,604			14,763,321			17,163,711
Addition		6,233,291			2,760,248			3,366,686
Claimed		(100,574	)		(359,858	)		(401,123	)
Ending balance		14,763,321			17,163,711			20,129,274

Government grants

Government grants

Government grants are recognized when received and all the conditions for their receipt have been met.

Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as other liabilities in the consolidated balance sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. In 2013, the Company received government grants of $5.4 million for the purchase of non-current assets.

Government grants as the compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related cost are recognized in profit or loss in the period in which they become receivable. In 2013, approximately $1.9 million government grants were recognized as income and $0.2 million were recognized as an offset to research and development expenses.

Foreign currency translation

(x) Foreign currency translation

The functional and reporting currency of the Company is the United States dollar ("US dollar"). Monetary assets and liabilities denominated in currencies other than the US dollar are translated into US dollar at the rates of exchange in effect at the balance sheet dates. Transactions denominated in currencies other than the US dollar during the year are converted into US dollar at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in other income (expense), net in the statements of operations.

The financial records of the Group's subsidiaries are maintained in their local currencies. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and

losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the statements of comprehensive income (loss).

Comprehensive loss

(y) Comprehensive loss

Comprehensive loss includes all changes in equity except those resulting from investments by owners and distributions to owners and is comprised of net loss and foreign currency translation adjustments.

Foreign currency risk

(z) Foreign currency risk

The functional currency of the Group's subsidiaries which operate in the PRC is Renminbi ("RMB"). The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's aggregate amount of cash and cash equivalents and restricted cash denominated in RMB amounted to USD equivalent of $278,303,903 and $209,116,209 at December 31, 2012 and 2013, respectively.

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and advance to suppliers. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Group performs ongoing credit evaluations of customers and suppliers and generally does not require collateral or other security from its customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and advances and factors surrounding the credit risk of specific customers and suppliers.

The following table sets forth the changes in allowance for doubtful accounts:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Opening balance		(3,213,378	)		(15,869,894	)		(63,006,093	)
Addition		(12,267,390	)		(47,400,809	)		(10,337,119	)
Reversal		-			-			9,836,790
Write-off		86,052			361,049			-
Effect of exchange rate change in foreign currency		(475,178	)		(96,439	)		(1,433,783	)
Ending balance		(15,869,894	)		(63,006,093	)		(64,940,205	)

The reversal of $9.8 million was due to the collection of accounts receivable for which bad debt provision was recorded prior to 2013. The reversal was recorded as an offset to general and administrative expense in the consolidated statement of operations.

There are no third party customers accounting for 10% or more of total revenue for the years ended December 31, 2011, 2012 or 2013.

Accounts receivable from customers accounting for 10% or more of total gross accounts receivable are as follows:

Name of Customer	At December 31,
	2012			2013
Company A		22	%		22	%
Company B		*			11	%

* Less than 10%

Net loss per share

(bb) Net loss per share

Basic loss per share is computed by dividing loss attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the year. Diluted loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Generally, ordinary share equivalents are excluded from the computation in loss periods as their effects would be anti-dilutive.

For the years ended December 31, 2011, 2012 and 2013, the Group had securities which could potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	Years ended December 31,
	2011		2012		2013
	$		$		$
Outstanding options and restricted shares		676,744		344,190		297,120
Assumed conversion of convertible senior notes		13,414,632		4,811,408		-
Total		14,091,376		5,155,598		297,120

The following table sets forth the computation of basic and diluted income per share for the periods indicated:

	Years ended December 31,
	2011			2012			2013
Net loss attributable to ordinary shareholders- for the calculation of basic loss per share	$	(94,262,695	)	$	(133,580,664	)	$	(50,609,081	)
Net loss attributable to ordinary shareholders- for the calculation of diluted loss per share	$	(94,292,695	)	$	(133,580,664	)	$	(50,609,081	)
Weighted-average ordinary shares outstanding- for the calculation of basic loss per share		240,701,253			240,701,253			255,102,003
Weighted-average ordinary shares outstanding- for the calculation of diluted loss per share		240,701,253			240,701,253			255,102,003
Net loss per share:
Basic	$	(0.39	)	$	(0.55	)	$	(0.20	)
Diluted	$	(0.39	)	$	(0.55	)	$	(0.20	)

Share-based compensation

(cc) Share-based compensation

The Group recognizes the services received in exchange for awards of equity instruments based on the grant-date fair value of the award as determined by the Binomial option pricing model, net of estimated forfeitures. The estimated compensation cost is recognized using the straight-line method over the period the recipient is required to provide services per the conditions of the award. See Note 14, "Share-Based Compensation", for further details.

Recently issued accounting pronouncements

(dd) Recently issued accounting pronouncements

In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption will not have a material impact on the Company's consolidated financial statements.

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SHARE-BASED COMPENSATION (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended					0 Months Ended			12 Months Ended	0 Months Ended		12 Months Ended
	Jan. 09, 2009	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2008	Jan. 09, 2009 Certain Employees [Member]	Jan. 09, 2009 Consultant [Member]	Jan. 10, 2008 Share Incentive Plan [Member]	Dec. 31, 2007 Share Incentive Plan [Member]	Feb. 05, 2008 Second Plan [Member]	Feb. 05, 2008 Second Plan [Member] Restricted stock [Member]	Dec. 31, 2009 Minimum [Member]	Dec. 31, 2009 Maximum [Member]
Options authorized	260,002									2,500,000	4,190,748
Granted							80,640	100,002	716,226	2,050,900	2,397,301	1,078,785
Vesting period for plan								5 years		4 years	3 years
Contractual life of the option	10 years									10 years			6 years	10 years
Price per share	$ 1.283						$ 0.7	$ 0.7	$ 1.283
Share-based compensation			$ 217	$ (108,222)
Weighted average fair value of stock options granted					$ 0.22	$ 1.20

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SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2013

SHARE-BASED COMPENSATION [Abstract]

Schedule of Assumptions Used to Estimate Fair Value

	2009
Average risk-free rate of return	1.51%~2.40%
Expected term	6~10 years
Volatility rate	84%
Dividend yield	0%

Schedule of Stock Option Activity

A summary of the option activities is follows:

						Weighted average
	Number of			Weighted average		remaining		Aggregate
	Options			exercise price		contract term		intrinsic value
Outstanding at January 1, 2013		344,190		$	1.114
Forfeited		(47,070	)	$	1.283
Outstanding at December 31, 2013 (all vested and exercisable)		297,120		$	1.087		2.65	$	-

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INCOME TAXES

12 Months Ended

Dec. 31, 2013

INCOME TAXES [Abstract]

INCOME TAXES

13. Income TAXES

Cayman Islands

China Sunergy Cayman is not subject to tax on income or capital gain according to the current laws of the Cayman Islands.

British Virgin Islands

China Sunergy BVI is not subject to tax on income or capital gain according to the current laws of the British Virgin Islands.

Hong Kong

Sunergy Hong Kong is subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013. CSUN International (Hong Kong) Co., Ltd was incorporated in August 2012 and is subject to Hong Kong profit tax at a rate of 16.5% in 2012 and 2013. No Hong Kong profit tax has been provided as Sunergy Hong Kong and CSUN International (Hong Kong) Co., Ltd have no assessable profit that was earned in or derived from Hong Kong in the periods presented.

CSUN Trading (Hong Kong) Co., Limited was incorporated in May 2011 and is subject to Hong Kong profit tax at a rate of 16.5% in 2011, 2012 and 2013.

PRC

Under the Law of the People's Republic of China on Enterprise Income Tax ("New EIT Law"), which was effective from January 1, 2008, both domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%.

Sunergy Nanjing, as a wholly foreign owned enterprise engaged in a manufacturing business, was also entitled to two years of exemption followed by three years of 50% deduction starting from its first profitable year which was 2006. In addition, Sunergy Nanjing, as a recognized High and New Technology Enterprise ("HNTE"), is entitled to preferential tax rate of 15% for a three-year validity period from 2008 to 2010.The management of the Group chose to enjoy the transitional relief rate of 12.5% from 2008 to 2010, for Sunergy Nanjing. Sunergy Nanjing renewed its certificate of HNTE in 2011, with a valid period from 2011 to 2013, and thus a 15% preferential tax rate is applied during the corresponding periods.

Sunergy Shanghai was established in November 2007 and its applicable EIT rate is 25%. Sunergy Shanghai did not have substantive operations and had incurred minimal non-operating related losses in 2011, 2012 and 2013.

SST was acquired in November 2010, which obtained the certificate of HNTE in 2009 and renewed the certificate in 2012, with a valid period from 2012 to 2014, and thus is eligible for a 15% preferential tax rate from 2009 to 2014.

NRE was acquired in November 2010 and its applicable EIT rate is 25%.

China Sunergy (Yangzhou) Co., Ltd and Lianyungang Yuanhui Solar Power Co., Ltd were established in June 2011 and July 2013, their applicable EIT rate is 25%. They did not have substantive operations and had incurred minimal non-operating related losses.

The Group has no uncertain tax positions as of December 31, 2012 and 2013 or unrecognized tax benefits which would favorably affect the effective income tax rate. The Group does not anticipate any significant increases or decreases to its liabilities for unrecognized tax benefits within the next 12 months.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100,000 is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years.

The PRC is the primary tax jurisdiction in which the Company operates. As of December 31, 2013, the Company's PRC subsidiaries remain subject to tax examination by the PRC tax authorities for the tax years 2011 through 2013 on non-transfer pricing matters, and the tax years 2004 to 2013 on transfer pricing matters. There is no statute of limitations in the case of tax evasion.

The statute of limitations in Hong Kong is 6 years.

The provision for income taxes by tax jurisdictions for the years ended December 31, 2011, 2012 and 2013 is as follows:

	Years ended December 31,
	2011			2012			2013
	$			$			$
Loss from operations before income tax:
PRC		(111,763,011	)		(107,662,760	)		(42,999,102	)
Other jurisdictions		3,698,354			(9,635,640	)		(7,482,743	)
Total loss before income tax		(108,064,657	)		(117,298,400	)		(50,481,845	)

	Years ended December 31,
	2011			2012			2013
	$			$			$
Current income tax expense:
PRC		(822,238	)		-			(1,981,113	)
Other jurisdictions		(2,866,755	)		(339,223	)		(1,881,831	)
		(3,688,993	)		(339,223	)		(3,862,944	)
Deferred income tax benefit (expense)
PRC		17,460,955			(17,231,276	)		1,481,687
Other jurisdictions		-			1,275,278			1,253,630
		17,460,955			(15,955,998	)		2,735,317
Total income tax benefit (expense)		13,771,962			(16,295,221	)		(1,127,627	)

A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:

	Years ended December 31,
	2011			2012			2013
PRC statutory enterprise income tax rate		25.0	%		25.0	%		25.0	%
Different tax rates in other jurisdictions		1.2	%		(0.5	)%		(3.3	)%
Other non-deductible expense for tax purposes		(0.1	)%		(0.2	)%		(5.3	)%
Effect of tax holiday		(4.9	)%		(5.2	)%		(5.5	)%
Effect of future tax rate change		(1.6	)%		7.8	%		8.3	%
50% additional deduction of R&D expense		0.8	%		0.7	%		1.2	%
Change in valuation allowance		(3.4	)%		(41.1	)%		(23.5	)%
Others		(0.9	)%		(0.4	)%		0.9	%
		16.1	%		(13.9	)%		(2.2	)%

	Years ended December 31,
	2011		2012		2013
Gross tax exemption	$	5,255,781	$	6,041,242	$	2,756,938
Tax holiday per share-basic	$	0.02	$	0.03	$	0.01
Tax holiday per share-diluted	$	0.02	$	0.03	$	0.01

The principal components of the deferred tax assets are as follows:

	At December 31,
	2012			2013
	$			$
Deferred tax assets:
Depreciation of property, plant and equipment		1,720,769			2,188,731
Warranty costs		4,231,091			5,058,369
Inventory write-down		932,744			517,001
Allowance for doubtful account		13,486,357			14,608,597
Net operating loss carry forwards		39,472,810			51,570,404
Fixed assets impairment		169,793			175,045
Others		64,535			49,603
Gross total deferred tax assets		60,078,099			74,167,750
Valuation allowances		(52,895,481	)		(64,754,872	)
Net deferred tax assets		7,182,618			9,412,878
Analysis as:
Current		1,727,054			1,922,242
Non-current		5,455,564			7,490,636
Total deferred tax assets		7,182,618			9,412,878

	At December 31,
	2012			2013
	$			$
Deferred tax liabilities:
Intangible assets		(956,099	)		(451,042	)
Total deferred tax liabilities		(956,099	)		(451,042	)
Analysis as:
Current		(518,592	)		(6,133	)
Non-current		(437,507	)		(444,909	)
Total deferred tax liabilities		(956,099	)		(451,042	)

The net operating loss carry forwards of the Group's PRC subsidiaries are approximately $193.8 million as of December 2013, mainly for SST, NRE, Sunergy Nanjing and will expire in 2018.

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible for tax purposes.

Based on the current profit, projected future profitability, and other available evidence, the Group believes that except for certain long-lived temporary differences, deferred tax assets associated with the net operating loss carried forwards and other short-term temporary differences such as bad debt allowance are not realizable. Therefore, a $64.8 million valuation allowance was recorded by the Group.

In accordance with the New EIT Law, dividends, which arise from profits of foreign invested enterprises ("FIEs") earned after January 1, 2008, are subject to a 10% withholding income tax. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group plans to indefinitely reinvest the undistributed earnings of the Company's PRC subsidiaries. As of December 31, 2013, the Company's PRC subsidiaries have an accumulated deficit of $273.5 million. Upon distribution of any future earnings in the form of dividends or otherwise, the Company would be subject to the then applicable PRC tax laws and regulations.