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

 

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Exhibit Index

  

  Page
   
Exhibit 99.1 – Press Release 4
   
Exhibit 99.2 – Notice of Annual General Meeting 6
   
Exhibit 99.3 – Proxy for Annual General Meeting 7
   
Exhibit 99.4 – Proxy Card for American Depositary Receipts 9

 

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Exhibit 99.1

 

CSUN logo

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.

 

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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.

 

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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

 

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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.

 

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China Sunergy Co., Ltd.

 

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: CSUN)

 

––––––

 

Proxy for Annual General Meeting

(or any adjournment thereof) to be held on 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:

 

1Please 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).
2If 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.
3IMPORTANT: 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.
4This proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

 

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Exhibit 99.4