[POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Sunergy Co., Ltd. Cayman Islands 3674 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic of China] [CHINA SUNERGY CO., LTD. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the China Sunergy Co., Ltd. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [POWER OF ATTORNEY Title Director and Acting Chief Financial Officer (principal financial and accounting officer) Independent Director Independent Director Independent Director]