UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2014
_________
Commission File Number: 001-33433
_________
CHINA SUNERGY CO., LTD.
No. 123 Focheng West Road
Jiangning Economic & Technical Development Zone
Nanjing, Jiangsu 211100, People’s Republic of China
(86 25) 5276 6688
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- N/A
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
China Sunergy Co., Ltd.
By: /s/ Tingxiu Lu
Name: Tingxiu Lu
Title: Chief Executive Officer
Date: December 2, 2014
Exhibit Index
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Page |
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Exhibit 99.1 – Press Release |
4 |
|
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Exhibit 99.2 – Notice of Annual General Meeting |
6 |
|
|
Exhibit 99.3 – Proxy for Annual General Meeting |
7 |
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Exhibit 99.4 – Proxy Card for American Depositary Receipts |
9 |
Exhibit 99.1
China Sunergy Announces to Hold Annual
General Meeting on December 30, 2014 and Changes to Board of Directors
NANJING,
China, December 2, 2014 - China Sunergy Co., Ltd. (Nasdaq: CSUN) (“China Sunergy” or “the Company”), a
specialized solar cell and module manufacturer, today announced that it will hold its Annual General Meeting (“AGM”)
on December 30, 2014 at 9:00 a.m. (Beijing Time). The AGM will be held at No. 123, Focheng West Road, Jiangning Economic &
Technical Development Zone, Nanjing, Jiangsu 211100, the People’s Republic of China.
Holders
of record of ordinary shares of the Company at the close of business on November 21, 2014 are entitled to notice of, and
to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”)
who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s
ADS program, JPMorgan Chase Bank, N.A.
The AGM will discuss and seek adoption
of the following resolutions to be proposed by the Company:
| 1. | Proposal No. 1 — Retirement and Re-election of Mr. Tingxiu Lu as a Class A director of the
Company; |
| 2. | Proposal No. 2 — Retirement and Re-election of Ms. Jian Li as a Class A director of the Company; |
| 3. | Proposal No. 3 — Appointment of Mr. Hong Cheng as a Class C independent director, chairman
of corporate governance and nominating committee and member of compensation committee of the Company with effect from the date
of the AGM; |
| 4. | Proposal No. 4 — Appointment of the independent auditor of the Company Grant Thornton LLP
for the fiscal year 2014 with effect from the date of the AGM; |
| 5. | Proposal No. 5 — Authorization of the board of directors of the Company to fix the remuneration
of the auditors of the Company; and |
| 6. | Proposal No. 6 — the directors of the Company be, and hereby are, authorized to take any
and every action that might be necessary to effect the foregoing resolutions 1 to 5 as such director, in his or her absolute discretion,
thinks fit. |
For more details, please refer to this link to our corporate
web site’s Investor Room:
http://investors.csun-solar.com/phoenix.zhtml?c=211846&p=irol-agm
The Company has filed its annual report on Form 20-F (the “20-F”),
which includes the Company's audited financial statements for the fiscal year ended December 31, 2013, with the U.S. Securities
and Exchange Commission (the “SEC”). If you would like to obtain a copy of the 20-F, you can (1) send your request
for a physical copy by email to IR@chinasunergy.com; (2) notify the Company of your e-mail address by sending your request to
IR@chinasunergy.com and a softcopy will be sent to your e-mail address provided; and (3) you may also view the annual report at
the Company's website at http://investors.csun-solar.com/phoenix.zhtml?c=211846&p=irol-reportsAnnual.
About China Sunergy Co., Ltd.
China Sunergy Co., Ltd. (NASDAQ:CSUN) designs, manufactures
and delivers high efficiency solar cells and modules to the world from its production centers based in China and Turkey. China
Sunergy also invests in high potential solar projects. Founded in 2004, China Sunergy is well known for its advanced solar cell
technology, reliable product quality, and excellent customer service.
For more information, please visit http://www.csun-solar.com.
Investor and Media Contacts:
China Sunergy Co., Ltd.
Investor Relations
Phone: + 86 25 5276 6666
Email: IR@chinasunergy.com
Asia Bridge Group Limited
Wendy Sun
Phone: + 86 10 8556 9033
Email: wendy.sun@asiabridgegroup.com
Safe Harbor Statement
This announcement may contain forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical facts in this announcement are forward-looking statements. These forward-looking statements are based on current
expectations, assumptions, estimates and projections about the Company and the industry, and involve known and unknown risks and
uncertainties, including but not limited to, the Company's failure to maintain its listing qualification due to, among other things,
volatility in the Company's ADS price; the Company's ability to raise additional capital or renew existing bank borrowings as they
become due to finance the Company's activities; the Company's customers' financial condition and creditworthiness, and their ability
to settle accounts receivables; the effectiveness, profitability, and the marketability of its products; litigations and other
legal proceedings, including any decisions by the US International Trade Committee and Department of Commerce on the petitions
filed; the economic slowdown in China and elsewhere and its impact on the Company's operations; demand for and selling prices of
the Company's products, execution of our strategy to expand into downstream solar power businesses, the future trading of the common
stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity
will enable the Company to fund its operations; the Company's ability to protect its proprietary information; general economic
and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract
or retain qualified senior management personnel and research and development staff; future shortage or availability of the supply
of raw materials; impact on cost-competitiveness as a result of entering into long-term arrangements with raw material suppliers
and other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements
are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual
results may differ materially from the anticipated results.
Exhibit 99.2
CHINA
SUNERGY CO., LTD
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: CSUN)
––––––
NOTICE OF ANNUAL GENERAL
MEETING
To be held on December
30, 2014
NOTICE
IS HEREBY GIVEN that an annual general meeting (“AGM”) of China Sunergy Co., Ltd. (the “Company”) will
be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, the People’s
Republic of China on December 30, 2014 at 9:00 a.m. (Beijing time), for the purposes of considering and, if thought fit, passing
the following resolutions (with or without modifications) as ordinary resolutions:
ORDINARY RESOLUTIONS
| 1. | Retirement and Re-election of Mr. Tingxiu Lu as a Class A director of the Company; |
| 2. | Retirement and Re-election of Ms. Jian Li as a Class A director of the Company; |
| 3. | Appointment of Mr. Hong Cheng as a Class C independent director, chairman of corporate governance
and nominating committee and member of compensation committee of the Company with effect from the date of the AGM; |
| 4. | Appointment of the independent auditor of the Company Grant Thornton LLP for the fiscal year 2014
with effect from the date of the AGM; |
| 5. | Authorization of the board of directors of the Company to fix the remuneration of the auditors
of the Company; and |
| 6. | The directors of the Company be, and hereby are, authorized to take any and every action that might
be necessary to effect the foregoing resolutions 1 to 5 as such director of the Company, in his or her absolute discretion, thinks
fit. |
The board of directors of the Company has
fixed the close of business on November 21, 2014 as the record date (the “Record Date”) for determining the shareholders
who are entitled to receive notice of and to vote at the annual general meeting or any adjournment or postponement thereof. Holders
of the Company’s American Depository Shares who wish to exercise their voting rights for the underlying shares must act through
the depository.
By Order of the Board of Directors
of
China Sunergy Co., Ltd.
Tingxiu Lu
Chairman
Nanjing, PRC
December 2, 2014
Executive
Office:
No. 123, Focheng West Road,
Jiangning Economic & Technical Development Zone, Nanjing
Jiangsu 211100, People’s Republic of China |
Registered
Office:
Codan Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive
P.O.
Box 2681
Grand Cayman, KY1-1111
Cayman Islands |
Exhibit 99.3
CHINA
SUNERGY
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: CSUN)
––––––
Proxy
for Annual General Meeting
(or any adjournment thereof)
to be held on December 30, 2014
Introduction
This Proxy is furnished
in connection with the solicitation by the Board of Directors of China Sunergy Co., Ltd., a Cayman Islands company (the “Company”),
of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary
Shares”), to be exercised at the Annual General Meeting of the Company (the “Annual General Meeting”) to be held
at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic
of China on December 30, 2014 at 9:00 a.m. (Beijing time), and at any adjournment(s) or postponement(s) thereof for the purposes
set forth in the accompanying Notice of Annual General Meeting.
Only the holders
of record of the Ordinary Shares at the close of business on November 21, 2014 (the “Record Date”) are entitled to
notice of and to vote at the Annual General Meeting. Each such holder or his or her proxy present in person at the meeting shall
have one vote on a show of hands and if voting is by way of a poll, one vote for every full-paid Ordinary Shares he or she holds.
267,287,253 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares) were outstanding as of November
21, 2014 and holders thereof are therefore entitled to notice of and to vote at the Annual General Meeting. This Proxy and the
accompanying Notice of Annual General Meeting are first being mailed to the shareholders of the Company on or about November 21,
2014.
The Ordinary Shares represented by all properly
executed proxies returned to the Company will be voted at the Annual General Meeting as indicated or, if no instruction is given,
FOR the Ordinary Resolutions set forth in this Proxy. As to any other business that may properly come before the
Annual General Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion.
The Company does not presently know of any other business which may come before the Annual General Meeting. However, if any other
matter properly comes before the Annual General Meeting, or any adjournment or postponement thereof, which may properly be acted
upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of
the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by
filing with the Company a duly signed revocation at least two hours before the Annual General Meeting, or any adjournment or postponement
thereof, or (ii) by voting in person at the Annual General Meeting, or any adjournment or postponement thereof.
To be valid, this Proxy must be completed,
signed and delivered to the Company’s Investor Relation Department at No. 123, Focheng West Road, Jiangning Economic &
Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China, to Ms. Winnie Lu’s attention, as soon
as possible and in any event no later than 9:00 am, December 28, 2014.
Please note that the annual reports of the
Company are available for shareholders. If you would like to obtain a copy, you can (1) send your request for a physical copy
by email to IR@chinasunergy.com; (2) notify the Company of your e-mail address by sending your request to IR@chinasunergy.com
and a soft copy will be sent to your e-mail address provided; and (3) you may also view the annual report at the Company’s
website at http://investors.csun-solar.com/phoenix.zhtml?c=211846&p=irol-reportsAnnual.
China Sunergy Co., Ltd.
(Incorporated
in the Cayman Islands with limited liability)
(NASDAQ Ticker: CSUN)
––––––
Proxy
for Annual General Meeting
(or any adjournment thereof)
to be held on December 30, 2014
I/We, ____________________ of ______________________________, being
the registered holder of _____________________ordinary shares (Note 1), par value US$0.0001 per share, of China Sunergy
Co., Ltd. (the “Company”) hereby appoint the Chairman of the Annual General Meeting(Note 2) or______________
of ____ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment thereof) of the
Company to be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100,
People’s Republic of China at 9:00 a.m.(Beijing time) on December 30, 2014, and at any adjournment(s) or postponement(s)
thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, FOR the Ordinary
Resolutions as indicated below.
|
ORDINARY RESOLUTIONS |
FOR(Note 3) |
AGAINST(Note 3) |
1. |
Resolution No. 1 as set out in the Notice of Annual General Meeting. |
|
|
2. |
Resolution No. 2 as set out in the Notice of Annual General Meeting. |
|
|
3. |
Resolution No. 3 as set out in the Notice of Annual General Meeting. |
|
|
4. |
Resolution No. 4 as set out in the Notice of Annual General Meeting. |
|
|
5. |
Resolution No. 5 as set out in the Notice of Annual General Meeting. |
|
|
6. |
Resolution No. 6 as set out in the Notice of Annual General Meeting. |
|
|
Dated _______________, 2014 Signature(s) (Note 4)
_________________
______________________________
Notes:
| 1 | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy
will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN
OF THE ANNUAL GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member
if he is the holder of two or more shares may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION
MADE TO THIS PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 3 | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.”
IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” If no such indication is
given, your vote will be deemed FOR all the resolutions as indicated above. Your proxy will also be entitled to vote at his discretion
on any amendment to the resolution referred to in the Notice of Annual General Meeting which has been properly put to the meeting. |
| 4 | This proxy must be signed by you or your attorney duly authorized in writing or, in the case of
a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized
to sign the same. |
Exhibit 99.4