0001193805-11-002340 Sample Contracts

Contract
Deposit Agreement • December 9th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of December , 2011 (the "Amendment"), to the Deposit Agreement dated as of May 16, 2007 (the "Deposit Agreement") among China Sunergy Co., Ltd., incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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