Amendment: SEC Form 10-K/A filed by Emeren Group Ltd

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO

Commission File Number: 001-33911

EMEREN GROUP LTD

(Exact name of Registrant as specified in its Charter)

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149 Water Street, Suite 302

Norwalk, Connecticut 06854

U.S.A.

(Address of principal executive offices, including zip code)

+1 925-425-7335

(Registrant’s telephone number, including area code)

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the ordinary shares of the registrant held by non-affiliates as of June 28, 2024 (the last trading day of the second fiscal quarter) was approximately $48.2 million, based on the closing price of the shares of the registrant’s American Depositary Shares (each representing 10 shares) on the New York Stock Exchange of $1.50 per share.

The number of the registrant’s ordinary shares, no par value per share, outstanding as of March 15, 2025 was 513,216,222.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

Emeren Group Ltd (the “Company”) is filing this Amendment No. 2 to Annual Report on Form 10-K/A (this “Amendment”) to amend the Annual Report on Form 10-K for the year ended December 31, 2024 (Commission File No. 001-33911) (the “2024 Annual Report”), as filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2025 and amended on March 26, 2025.

This Amendment No. 2 is being filed to amend Part III of the 2024 Annual Report to include the information required by and not included in Part III of the filing. In addition, pursuant to the rules of the SEC, we have also included as exhibits currently dated certifications required under Section 302 of The Sarbanes-Oxley Act of 2002. We are amending and refiling Part IV to reflect the inclusion of those certifications. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

Except as otherwise expressly noted herein, there have been no changes in any of the financial or other disclosure information contained in the 2024 Annual Report. Accordingly, this Amendment should be read in conjunction with the 2024 Annual Report and the Company’s other filings with the SEC.

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TABLE OF CONTENTS

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PART III

Item 10.Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our directors and executive officers as of March 31, 2025. There are no family relationships among any of our officers or directors.

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Mr. Yumin Liu has been our Chief Executive Officer since December 2019 and our director since September 2022. Mr. Liu will step down from his role of CEO and a Director on April 30, 2025. Mr. Liu is currently a member of the ESG committee. Mr. Liu brings to Emeren more than 20 years of experience in energy management, power generation and solar technology. Prior to Emeren, Mr. Liu served as Vice President of the EMEA region at Canadian Solar, a leading global manufacturer of solar photovoltaic modules and provider of solar energy solutions. Previously, Mr. Liu was the President of Recurrent Energy, a U.S. subsidiary of Canadian Solar and also a leading solar developer in the U.S. He spearheaded market development in the U.S. and project development across various international markets and had full P&L responsibility for the EMEA region as well as for Recurrent Energy. Prior to Canadian Solar, Mr. Liu served as President at GCL Solar Energy, one of the largest polysilicon and wafer producers in the world. Mr. Liu held various senior leadership positions at GCL, including the management of solar project development activities in overseas markets. Mr. Liu holds a master’s degree in International Commerce from University of Kentucky, and both M.S. and B.S. degrees in Mechanical Engineering from Northeast University in Shenyang, China.

Mr. Martin Bloom has been an independent director since July 2006 and is currently the chairman of the audit committee, and a member of the compensation committee, nominating and corporate governance committee, and the ESG committee. Mr. Bloom served as the chairman of the audit committee between September 2006 and March 2016. Mr. Bloom currently serves on the Boards of Emblem Ventures, Emblem Technology Partners, Eton Court and Bloom Arts Ltd. Mr. Bloom is also the chair of Precision Cardiovascular, a private company in the field of medical implants until July 31, 2023. In addition, he has been a corporate advisory board member of Seraphim Space, an investment fund for space and related activities and was the chairman and director of Represent Group Limited until March 2021. He served on the Board of Sunamp Limited, a thermal storage company, from March 2019 to April 2020. Mr. Bloom served as a member of board of directors of LB-Shell plc., formerly known as Intelligent Energy (then listed on the Main Market of the London Stock Exchange), a British fuel cell company, from 2012 to December 2017, the group chief executive officer from June 2016 to December 2017, and the chairman of its nomination committee and a member of its audit committee and remuneration committee from 2014 to 2016. Mr. Bloom was the chairman of the board of directors of MayAir Group, a Malaysian air purification company listed on the London AIM, from May 2015 to March 2018. He was a member of the board of directors of Green & Smart, a Malaysian biogas producer listed on the London AIM, and chairman of its audit committee from May 2016 to September 2017. Mr. Bloom was a member of the board of directors of Starcom plc, an asset tracking company listed on London AIM, and a member of its audit committee from January 2013 to October 2015. Mr. Bloom has almost 50 years of experience in strategic partnering, technology commercialization and business strategy. He has built businesses in the United States, Europe and Asia. In 2005, Mr. Bloom was appointed to serve as the UK chairman of the China-UK Venture Capital Joint Working Group, launched by the then-Chancellor of the United Kingdom, Gordon Brown, in February 2005, to foster collaboration between the venture capital and private equity industries in China and the United Kingdom. Mr. Bloom worked at Coopers & Lybrand (now PricewaterhouseCoopers) from 1996 to 1997 and was the project manager of a series of technology transfer schemes between the United Kingdom and Japan on behalf of the Department of Trade & Industry of the United Kingdom from 1992 to 1997. Mr. Bloom worked as a corporate strategist at Unilever between 1973 and 1981. Mr. Bloom became a CEDR Accredited Mediator as of January 2022 for purposes of commercial mediation. Mr. Bloom has a bachelor’s degree with honors in economics from the University of Southampton and a master’s degree in the history of science jointly from Imperial College and University College, London.

Mr. Ramnath Iyer has been our independent director since April 2022. Mr. Iyer is the chairman of the ESG committee, chairman of the compensation committee and a member of the audit committee. Mr. Iyer brings extensive capital markets experience from his prior roles as portfolio manager to multiple international asset management firms and strategist role at investment banks. He also brings significant knowledge and expertise on sustainability & environmental, social, and governance (ESG) expertise from his previous role as the Head of ESG, Asia at Invartis Consulting where he helped institutional investors integrate ESG and sustainability practices. Mr. Iyer is deeply involved in the renewables sector at the Institute for Energy Economics and Financial Analysis, a global think tank, where he currently is the Lead, Sustainable Finance Asia. Mr. Iyer holds a post graduate diploma in Management from Indian Institute of Management.

Dr. Ramakrishnan (Ramki) Srinivasan has been our director since September 2024. Dr. Srinivasan is the chairman of the nominating and corporate governance committee and member of the audit committee. Dr. Srinivasan is an experienced clean energy project developer. Dr. Srinivasan currently serves as an Executive in Residence at KCK-US (since 2022), where he leads strategic initiatives for companies specializing in next-generation grid-scale battery energy storage systems. As the Founder and CEO of Two Deg C LLC, a boutique strategy consulting firm that was established in 2017, he has provided critical guidance to enterprise customers and startups in energy and clean technology. He also has advised on capital raising, and M&A as a Senior Advisor at Coady Diemar Partners since 2019. Earlier, Dr. Srinivasan was a developer of used oil re-refineries. He served as President of Orient Green Power, where he spearheaded an IPO and raised $200 million for India’s first pureplay renewable energy IPP. His career began in a technical capacity and eventually evolved into management consulting, which included tenure at McKinsey & Company as an Engagement Manager. Dr. Srinivasan holds a Ph.D. in mechanical engineering from the University of Rochester and an M.B.A. from Carnegie Mellon’s Tepper School of Business, where he received the academic excellence award.

Mr. Himanshu Harshad Shah has been our director since March 2022. Mr. Shah is the chairman of the board. Mr. Shah is the Founder, President, and CIO of Shah Capital Management. Mr. Shah brings over thirty years of experience in global capital markets and entrepreneurial business acumen. Over the years, he has successfully advised many portfolio companies on both pragmatic strategy and disciplined execution. In addition, Mr. Shah has served on the Board of Directors for Vitamin Shoppe. Currently, he is also the Executive Chairman of Marius Pharmaceuticals. Shah Capital is a long-term stakeholder and has over 34% ownership of Emeren. Mr. Shah holds his Bachelor of Commerce in Accounting from Gujarat University, India and holds an MBA from University of Akron, Ohio.

Ms. Julia Xu has been an independent director since March 2016. Ms. Xu was appointed as Interim CEO, effective May 1, 2025, in connection with Mr. Liu’s departure. Ms. Xu is currently a member of the ESG committee. Ms. Xu is the founder and currently the managing director of Oravida, a New Zealand-based group specializing in the branding and promotion of New Zealand’s premium food products primarily for the Chinese market. Ms. Xu has served on the boards of Oravida N.A. since September 2016, Oravida Ltd since May 2016, Oravida Waters Limited since March 2015, and Oravida NZ Limited since December 2009. Ms. Xu is also the Managing Director for Kauri NZ investment, a company that invests in New Zealand’s property and primary industries. Ms. Xu has served on the boards of Kauri BB5 Limited Since October 2018, Kauri Waikite Limited Since October 2018, Kauri Papamoa Limited since April 2018, Kauri Drury Limited since April 2018, Kauri Retirement Limited since December 2017, Kauri Tauriko Limited since April 2017, Kauri Karaka Limited since April 2017, Kauri Outlooks Management Ltd since March 2017, Kauri Partners Limited since February 2017, Kauri Outlooks Ltd since February 2017, Kauri Ardmore Limited since February 2016, Kauri McArthur Ridge Limited since December 2015, Kauri Orewa Limited since December 2012, Kauri Ruakaka Limited since August 2011, Kauri Connect Limited since July 2011 and Kauri 139 Limited since December 2009. Prior to establishing Oravida in New Zealand, Ms. Xu was the chief financial officer of the Company from April 2010 to June 2011 and the vice president of international corporate finance and corporate communications of the Company from March 2009 to March 2010. Ms. Xu also has served on the boards of Musket Holdings Limited since February 2017, Mauri Bay of Plenty Aquaculture Limited since December 2016, Jumar Limited since August 2016, and Ardmore Airport Limited, Ardmore Unicom Services Limited and Ardmore Utilities Limited since June 2016. She has served on the boards of NZG 2010 Limited since September 2011 and NZG Limited since May 2006. Ms. Xu has extensive financial markets experience, including earlier roles at Deutsche Bank Hong Kong, Bankers Trust and Lehman Brothers. Ms. Xu obtained her bachelor’s degree in biology from Cornell University in 1995 and received her MBA from Johnson School of Management of Cornell University in 2004.

Mr. Ke Chen served as our executive director from October 2019 to April 2022, and has been our chief financial officer since November 2019. Mr. Chen is a member of the ESG committee. He has over 17 years of experience in the global capital markets, including investing in solar industry globally. Ke brings both capital market insight and strategic expertise to his role as our chief financial officer. Mr. Chen was a Director at Shah Capital and a director at iTV Media. Prior to joining Shah Capital, Ke worked in the pharmaceutical and biotech industries, and was an inventor who holds four patents. Ke holds an MBA from the Kenan-Flagler Business School at UNC Chapel Hill. He also holds an M.S. in Chemistry from the University of Florida and earned a B.S. from the University of Science and Technology of China.

Mr. Enrico Bocchi joined the Company in October 2022 as our Country Director of Italy. As of July 2024, Mr. Bocchi has been promoted to Executive Vice President, Europe. Mr. Bocchi was the co-founder of the Italian branch of Emeren which was incorporated through acquisition. He has many years of experience in building and developing solar projects, battery storage projects, renewable energy industry and diverse experience in blue chip companies including Apple and Cisco. Enrico holds an MBA in Bocconi Business School and a B.S. engineering in high technology.

Mr. KaiKai Zhang brings to Emeren China more than 20 years of experience in renewable energy, investments and financing. Mr. Zhang joined Emeren China in January 2017 and has been responsible for domestic power station investment and financing business for 7 years, with a cumulative 15 years of investment and financing experience and served as a Cosco financing specialist; Manager of XMXYG Asset Management; Senior Manager of XMXYG Financial Holdings, XMXYG Guarantee, XMXYG Pawn; Deputy General Manager of Huiji Fund; Deputy General Manager of Huixin Minrong. Familiar with banking, financial leasing, securities, funds and other financing and credit business. Mr. Zhang graduated from Zhejiang University of Science and Technology in 2007, majoring in international economics and trade.

Mr. Mac Moore joined the Company in November 2021. He has over 25 years’ experience in the renewable energy industry, including solar and storage project development, M&A, construction, and asset management. Before joining Emeren North America, he was Vice President, Business Development at GCL Solar Energy leading a team that developed over 1 GW of solar projects currently in operation. In addition, he held management roles at other leading solar energy companies such as BP Solar, Conergy, and Schott Solar. Mac has BA degrees in Mathematics and Anthropology from Middlebury College, and an MBA in Finance from NYU’s Stern School of Business.

Board Committees

The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Environmental, Social, and Governance (ESG) Committee. Each of these committees has the responsibilities set forth in formal written charters adopted by the Board. The Company makes available copies of each of these charters (other than the Environmental, Social, and Governance Committee charter) free of charge on its website located at www.emeren.com. Other than the text of the charters, the Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report. The Company’s memorandum of association and articles of association provide that the minimum number of directors is one and the maximum number of directors is eight, with the directors generally serving three-year terms. Currently the number of directors is set at six.

Audit Committee

The Audit Committee assists the Board in fulfilling the oversight responsibilities the Board has with respect to (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of our independent registered public accounting firm and (iv) the performance of our internal audit function and our independent registered public accounting firm. The Audit Committee has responsibility for the appointment, compensation, retention, removal and oversight of our independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee is also responsible for preparing an audit committee report to be included in our annual proxy statement, and reviews, approves and oversees on an on-going basis any related party transactions. The Audit Committee has authority to preapprove all auditing and permitted non-audit services to be performed by our independent registered public accounting firm, subject to the de minimis exceptions provided under the Exchange Act. The Audit Committee will establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting and auditing matters. The Audit Committee presently consists of Mr. Martin Bloom (Chairperson), Mr. Ramnath N. Iyer, and Mr. Ramki Srinivasan. Ms. Julia Xu resigned from the Audit Committee as of April 16, 2025. The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” (as defined in

Item 407(d)(5) of Regulation S-K) and that all of the members are independent (as defined in Rule 10A-3 of the Exchange Act and under the listing standards of the NYSE). The Audit Committee held three meetings in 2024.

Compensation Committee

The purposes of our Compensation Committee are to (i) assist the board of directors in discharging its responsibilities relating to compensation of the Company’s directors and executive officers, including reviewing and evaluating and, if necessary, revising the compensation plans, policies and programs of the Company adopted by management and (ii) review and approve certain disclosures filed with the Securities and Exchange Commission.

Our Compensation Committee approves the compensation of our executive officers, including the Chief Executive Officer. Our Compensation Committee also manages and annually reviews all annual bonus, long-term incentive compensation, stock option, employee pension and welfare benefit plans. It has authority to retain or obtain the advice of compensation consultants to assist with regard to any of its activities. Our Compensation Committee presently consists of Mr. Ramnath N. Iyer (Chairperson) and Mr. Martin Bloom, each of whom meets the independence standards of the New York Stock Exchange and the Securities and Exchange Commission for compensation committee members. The Compensation Committee held two meetings in 2024.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee assists our Board discharge its responsibilities, including: (i) the identification of qualified candidates to become Board members; (ii) the selection or recommendation as director nominees for election at the next annual meeting of shareholders; (iii) identification and recommendation of qualified candidates to fill any vacancies on the Board and its committees; (iv) annual review of the composition of the Board and its committees in light of the characteristics of independence, qualification, experience and availability of the Board members; (v) the development and recommendation to the Board of a set of corporate governance guidelines and principles; (vi) oversight of the evaluation of the Board and management; and (vii) monitoring of compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s internal rules and procedures to ensure compliance with applicable laws and regulations.

The Nominating and Corporate Governance Committee presently consists of Mr. Ramki Srinivasan (Chairperson), Mr. Ramnath N. Iyer, and Mr. Martin Bloom, each of whom meets the independence standards of the New York Stock Exchange for Nominating and Corporate Governance Committee members. Ms. Julia Xu resigned from her position as Chairperson on April 16, 2025. The Nominating and Corporate Governance Committee held one meeting in 2024.

Environmental, Social and Governance Committee

Our environmental, social, and governance committee consists of Mr. Ramnath Iyer, Mr. Martin Bloom, Ms. Julia Xu, Mr. Ke Chen, and Mr. Yumin Liu. Mr. Ramnath Iyer is currently the chairman of the environmental, social, and governance committee. Mr. Ramnath Iyer, Mr. Martin Bloom and Ms. Julia Xu all satisfy the independence requirements of the NYSE Listing Rules and SEC regulations. The environmental, social, and governance committee oversees environmental, social, and governance matters. The environmental, social, and governance committee is responsible for, among other things:

Board Oversight of Risk

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management at the Company. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board receives reports from management on financial, operational, legal compliance, reputation risks, internal controls and the degree of exposure to those risks. Our Board helps ensure that management is

properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business units of the Company.

Our Board oversees an enterprise-wide approach to risk management, which is designed to (i) support the achievement of organizational objectives, including strategic objectives, (ii) improve long-term organizational performance and (iii) enhance shareholder value. Our Board routinely evaluates specific risks related to: (i) our business, (ii) doing business in international markets, and (iii) our capital structure. The Board relies on its Audit Committee to address significant financial risk exposures and the steps management has taken to monitor, control and report such exposures to the full Board, including the Company’s risk assessment and risk management guidelines and policies. Our Board’s role in the Company’s risk oversight has not affected our Board’s leadership structure.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines set forth guiding principles and provide a flexible framework for the governance of the Company. The Nominating and Corporate Governance Committee and the Board are responsible for regularly reviewing and revising the Corporate Governance Guidelines and related documents as and when appropriate. The Company has posted a copy of the Corporate Governance Guidelines on its website at www.emeren.com.

Nominations of Directors

The Nominating and Corporate Governance Committee will consider persons recommended by shareholders to become nominees for election as directors. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee.

In identifying and evaluating nominees for director, the Nominating and Corporate Governance Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to the Company. The Nominating and Corporate Governance Committee looks at each nominee on a case-by-case basis regardless of who recommended the nominee. In looking at the qualifications of each candidate to determine if their election would further the goals described above, the Nominating and Corporate Governance Committee will consider areas of expertise and competencies that candidates may have to offer as well as the overall composition and diversity of the Board. Under British Virgin Islands law, our directors have a duty to act honestly and in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess with such 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 memorandum and articles of association.

The Nominating and Corporate Governance Committee also believes that nominees for director should possess these attributes:

Independent Directors and Annual Meeting Attendance

Of the six directors currently serving on the Board, the Board has determined that all of the directors except for Mr. Liu and Mr. Shah are “independent directors” as that term is defined in the listing standards of the New York Stock Exchange. Ms. Xu will no longer be independent upon the effectiveness of her appointment of Interim CEO on May 1, 2025.

Code of Ethics

Our board of directors has adopted a code of business conduct and ethics (“Code of Conduct”) that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer, chief financial officer, controller, chief operating officer, chief technology officer, vice presidents and any other persons who perform similar functions for us. We have posted a copy of our Code of Conduct on the “Investor Relations – Compliance and Policy” section of our website at www.emeren.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

Insider Trading Policy

Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and other dispositions of securities by directors, officers, and employees, and is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

Item 11.Executive Compensation

EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our named executive officers who are named in the “Summary Compensation Table for 2024” below.

Overview of Our Executive Compensation Philosophy and Design

We believe that a skilled, experienced and dedicated executive and senior management team is essential to the future performance of our Company and to building stockholder value. We have sought to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities. The other objectives of our compensation programs for our executive officers are the following:

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Setting Executive Compensation

Our compensation committee has primary responsibility for, among other things, determining our compensation philosophy, evaluating the performance of our NEOs, setting the compensation and other benefits of our NEOs, overseeing the Company’s response to the outcome of the advisory votes of stockholders on executive compensation, assessing the relative enterprise risk of our compensation program and administering our equity compensation plans.

It is our Chief Executive Officer’s (CEO) responsibility to provide recommendations to the Compensation Committee for most compensation matters related to executive compensation. The recommendations are based on a general analysis of market standards and trends and an evaluation of the contribution of each executive officer to the Company’s performance. Our Compensation Committee considers, but retains the right to accept, reject or modify such recommendations and has the right to obtain independent compensation advice. Neither the Chief Executive Officer nor any other members of management is present during executive sessions of the Compensation Committee. The Chief Executive Officer is not present when decisions with respect to his compensation are made. Our Board of Directors appoints the members of our compensation committee and delegates to the compensation committee the direct responsibility for overseeing the design and administration of our executive compensation program.

Summary Compensation Table for 2024

The following table provides information regarding the compensation of our named executive officers during 2024 and 2023.

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Employment Agreements

We have entered into employment agreements with each of our named executive officers. The employment standards and conditions (including termination guidelines) of an executive’s employment are dictated by the labor laws and regulations in the country/jurisdiction where the executive is employed. Subject to applicable laws and regulations, we may terminate a named executive officer’s employment for cause, at any time, without prior notice or remuneration, for certain acts of the officer, including, but not limited to, a material violation of our regulations, failure to perform agreed duties, embezzlement that causes material damage to us, or conviction of a crime.

A named executive officer may terminate his or her employment at any time by prior written notice and serving any agreed upon or required notice period, as per local laws and regulations and the conditions of the originally agreed upon contract of employment. Under at-will employment in the United States, we are generally not required to provide severance pay to an employee upon termination or resignation. However, our CEO and CFO are entitled to certain benefits upon termination, including a severance payment equal to a specified number of months of their then-salary or a specific lump sum payment if they resign for certain good-cause reasons specified by the agreement or the relevant rules or if we terminate their employment without cause. The CEO’s termination-related compensation is $182,500, while the CFO’s represents 4 months of salary at the time of signing the employment contract ($120,000). In the event of the CEO’s resignation, they must serve a 60-day notice period from the delivery of the written notice of the intention to resign, while the CFO must serve a 90-day notice period. Cameron Moore’s employment agreement does not include specific conditions for severance compensation or any required notice periods upon resignation from service. His conditions of employment shall be dictated by the standard at-will employment guidelines. Notice periods were negotiated and agreed at the time of signing the employment agreements. The named executive officers are all bound by confidentiality, non-solicitation, and any corporate policies/charters relating to compliance and governance.

In connection with Julia Xu’s appointment as Interim CEO, Ms. Xu will receive a fee of $60,000 for the initial term of four months, payable in equal monthly installments in arrears within 30 days at the start of a new month. Ms. Xu will be responsible for her own tax obligations on this fee. This fee covers all duties associated with her role as Interim CEO. Additionally, she will continue to receive her monthly director’s fee and compensation for service on any Board committee.

As of December 31, 2024, the following fixed annual base salaries (before tax and deductions) were in effect for our named executive officers:

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Incentive Compensation Plans

Our board of directors adopted our 2007 share incentive plan in September 2007, which was amended in January 2009, August 2010, August 2012, August 2016, January 2018, April 2018, December 2020, and December, 2021 (referred to herein as our “2007 share incentive plan” or the “Plan”) to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees, directors and consultants and promote the success of our business. We have reserved 42,500,000 shares for issuance under our 2007 share incentive plan. As of December 31, 2024, we had an outstanding award of 12,660,000 shares, excluding awards forfeited pursuant to the terms of our 2007 share incentive plan and the exercised options, and 13,774,050 shares available for future grants.

The following paragraphs describe the principal terms of our 2007 share incentive plan.

Administration. Our 2007 share incentive plan is administered by our board of directors or, after our board of directors makes the designation, by our compensation committee. In each case, our board of directors or our compensation committee will determine the provisions, terms and conditions of each option grant, including, but not limited to, the option vesting schedule, repurchase provisions, forfeiture provisions, form of payment upon settlement of the award and payment contingencies.

Awards. The following paragraphs briefly describe the principal features of the various awards that may be granted under our 2007 share incentive plan.

Amendment, Modification, and Termination of Plan. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 8), (ii) permits the Committee to grant Options with an exercise price that is below Fair Market Value on the date of grant, (iii) permits the Committee to extend the expiration date of the Plan, (iv) permits the Committee to extend the exercise period for an Option beyond ten years from the date of grant, or (v) results in a material increase in benefits or a change in eligibility requirements.

Outstanding Equity Awards as of December 31, 2024

The following table contains information concerning equity awards (represented by ordinary shares) held by our named executive officers that were outstanding as of December 31, 2024.

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Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no member of the Compensation Committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. During the past fiscal year, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our Board of Directors or our Compensation Committee. None of the members of our Compensation Committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the “Executive Compensation” contained herein with management. Based on our Compensation Committee’s review and discussions with management, our Compensation Committee recommended to our Board of Directors that the Executive Compensation section be included herein.

Martin Bloom

Ramnath N. Iyer

2024 DIRECTOR COMPENSATION

Directors who are executive officers of the Company receive no compensation for service as members of either the Board or committees thereof. In 2024, directors who are not executive officers of the Company received (i) an annual retainer of $40,000 USD gross (£40,000 GBP gross for Mr. Bloom) paid on a monthly basis, and (ii) a stock option award, which is decided by the Compensation Committee in consultation with the Chairman of the Board of Directors, as stated in the Compensation Committee Charter. We also reimburse all ordinary and necessary expenses incurred in the conduct of our business.

The following table provides information regarding the compensation of our non-employee directors during 2024:

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Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial ownership of Common Shares as of March 31, 2025 by: (1) each director; (2) each of the executive officers named in the Summary Compensation Table; (3) all of the directors and executive officers as a group; and (4) each person or entity known to the Company to be the beneficial owner of more than 5% of the Common Shares. Except as otherwise indicated in the footnotes, each of the holders listed below has sole voting and investment power over the shares beneficially owned. As of March 31, 2025, there were 513,216,222 Common Shares outstanding. Our ADSs are traded on the NYSE and brokers or other nominees may hold ADSs in “street name” for customers who are the beneficial owners of the ADSs. As a result, we may not be aware of each person or group of affiliated persons who beneficially own more than 5.0% of our common stock.

(1)The address of all directors and officers is c/o Emeren Group Ltd, 149 Water Street, Suite 302, Norwalk, CT 06854.

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Equity Compensation Plan Information

The table below provides information as to the Plan as of December 31, 2024.

(1)Consists of shares available for issuance under the Plan.

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Item 13.Certain Relationships and Related Transactions, and Director Independence

Except as otherwise disclosed in this section, we had no related person transactions during 2024, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

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Our Audit Committee is responsible for reviewing, approving or ratifying all related party transactions. The Audit Committee’s decision whether or not to approve or ratify a proposed transaction is made in light of whether consummation of the transaction is believed by the Audit Committee to not be or have been contrary to the best interests of the Company.

Related party transactions

(a) Related party balances

As of December 31, 2024 and 2023, related party balances were as follows:

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(b) Related party transactions

Related party transactions were as follows:

Item 14.Principal Accounting Fees and Services

Independent Registered Public Accounting Firm

The Audit Committee is solely responsible for the selection, retention, oversight and, when appropriate, termination of the Company’s independent registered public accounting firm.

The fees billed by UHY LLP for all services rendered during 2024 and 2023 were as follows:

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The Audit Committee has established pre-approval policies and procedures with respect to audit and permitted non-audit services to be provided by its independent registered public accounting firm. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to, subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. The Audit Committee’s pre-approval policies do not permit the delegation of the Audit Committee’s responsibilities to management. In 2024, the Audit Committee pre-approved all services provided by our independent registered public accounting firm, and no fees to the independent registered public accounting firm were approved pursuant to the de minimis exception under the Securities and Exchange Commission’s rules.

PART IV

Item 15. Exhibits and Financial Statements Schedules

The exhibits listed in the accompanying exhibit index are filed as part of this Annual Report on Form 10-K.

EXHIBIT INDEX

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Item 16.Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on April 22, 2025.

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