SOL Emeren Group Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

x 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 No. 001-33911

 

EMEREN GROUP LTD

(Exact name of registrant as specified in its charter)

 

British Virgin Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
149 Water Street, Suite 302
Norwalk, Connecticut, U.S.A.			06854
(Address of principal executive offices)			(Zip Code)

 

Registrant’s telephone number, including area code: +1 (925) 425-7335

 

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

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
American Depositary Shares, each representing		SOL		New York Stock Exchange
10 shares, no par value per share

 

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 x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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 x 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 x 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.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

 

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 Act). Yes ¨ No x

 

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.

 

Auditor Name		Auditor Location		Auditor Firm ID
UHY LLP		New York, New York		PCAOB ID: 1195

 

Documents Incorporated by Reference: None.

 

 

EXPLANATORY NOTE

 

The registrant is filing this Amendment No. 1 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 registrant with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2025. This Amendment No. 1 on Form 10-K is being filed solely to correct the clerical errors in the report titled “Report of Independent Registered Public Accounting Firm” provided by UHY LLP (the “Audit Report”) of Part II, Item 8. Financial Statements and Supplementary Data. Specifically, the Audit Report contained incorrect revenue amounts in the Critical Audit Matter Description, misstating revenue recognized from sales of project asset rights and EPC services. The originally reported amounts of $25.2 million for sales of project asset rights and $43.9 million for EPC services were incorrect. This Amendment ensures the Audit Report reflects the accurate financial data as per the Company’s consolidated financial statements. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. 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. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after March 24, 2025) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2024 Annual Report and the registrant’s other filings with the SEC.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of

Emeren Group Ltd

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Emeren Group Ltd (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Revenue recognition on sales of project asset rights and on engineering, procurement and construction ("EPC") services

 

Critical Audit Matter Description

 

As described in Note 2 to the consolidated financial statements, the Company recognized revenue from sales of project asset rights which are recognized at a point in time once the control of the project rights is transferred to the customer. Revenue for providing EPC services is recognized over time following the percentage completion method. For the year ended December 31, 2024, the Company recognized $25.9 million from sales of project asset rights and $17.3 million from EPC services.

 

We identified the revenue recognition on sales of project asset rights and on EPC services as a critical audit matter due to significant judgment made by management in estimating the variable consideration of the sales of the project asset rights as well as estimating the total cost of a project and the percentage of completion of EPC services. These management judgments in turn led to a high degree of auditor judgment, subjectivity, and effort in planning and performing procedures and evaluating audit evidence relating to management's estimate of variable consideration, total cost of a project, and percentage of completion of EPC services.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our principal audit procedures in relation to the revenue recognition on sales of project asset rights and on EPC services included the following, among others:

 

●

obtained an understanding and evaluated the design of controls over management’s process of developing the estimated variable consideration on sales of project asset rights, the total cost of a project, and the percentage of completion of EPC services;

●

performed a retrospective review of management’s prior estimates to assess the historical accuracy of management’s estimated variable consideration, the total actual cost of a project, and the actual collection subsequently on sales of project asset rights;

●

inquired with project personnel regarding construction progress and project status, tested on a sampling basis to evaluate the accuracy of the information;

●

evaluated the reasonableness of significant estimates and assumptions used by management to develop its cost estimates through vouching to and reviewing key terms of the contracts, and tested the actual costs incurred through inspection of underlying source documents on a sampling basis; and

●

tested the mathematical accuracy of management’s calculation of revenue for each performance obligation that can be recognized in a given period.

 

/s/ UHY LLP

 

We have served as the Company’s auditor since 2024.

 

New York, New York

March 24, 2025

 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

(3) EXHIBITS

 

We have filed the exhibits listed in the Exhibit Index below in this Form 10-K/A:

 

				Incorporated by Reference				Filed or Furnished
Exhibit Number		Exhibit Description		Form		Exhibit		Filing Date		Herewith

 

23.1		Consent of Independent Registered Accounting Firm (UHY LLP)	X
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*

Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

 

 

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.

 

EMEREN GROUP LTD.

 

Date: March 26, 2025	By:	/s/ Yumin Liu
		Yumin Liu
		Chief Executive Officer and Director (Principal Executive Officer)
Date: March 26, 2025	By:	/s/ Ke Chen
		Ke Chen
		Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the registration statements of Emeren Group Ltd on Form S-8 (File No. 333-261933, 333-260373, 333-153647 and 333-175479) of our report dated March 24, 2025, with respect to our audits of the consolidated balance sheets of Emeren Group Ltd as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, appearing in this Amendment No. 1 to the Annual Report on Form 10-K of Emeren Group Ltd for the year ended December 31, 2024.

 

 

 

/s/ UHY LLP

 

New York, New York

March 26, 2025

 

 

 

Exhibit 31.1

 

Certification of the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Yumin Liu, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Emeren Group Ltd:

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 26, 2025
By:	/s/ Yumin Liu
Name:	Yumin Liu
Title:	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

Certification of the Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Ke Chen, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Emeren Group Ltd:

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 26, 2025
By:	/s/ Ke Chen
Name:	Ke Chen
Title:	Chief Financial Officer
	(Principal Financial Officer)

 

 

 

Exhibit 32.1

 

Certification of the Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Yumin Liu, the Chief Executive Officer of Emeren Group Ltd (the “Company”), hereby certify, that, to my knowledge:

 

1.

The Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 26, 2025
By:	/s/ Yumin Liu
Name:	Yumin Liu
Title:	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 32.2

 

Certification of the Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Ke Chen, the Chief Financial Officer of Emeren Group Ltd (the “Company”), hereby certify, that, to my knowledge:

 

1.

The Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 26, 2025
By:	/s/ Ke Chen
Name:	Ke Chen
Title:	Chief Financial Officer
	(Principal Financial Officer)

 

 

v3.25.1

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Mar. 15, 2025	Jun. 28, 2024
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	The registrant is filing this Amendment No. 1 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 registrant with the U.S. Securities and Exchange Commission (the "SEC") on March 24, 2025. This Amendment No. 1 on Form 10-K is being filed solely to correct the clerical errors in the report titled "Report of Independent Registered Public Accounting Firm" provided by UHY LLP (the "Audit Report") of Part II, Item 8. Financial Statements and Supplementary Data. Specifically, the Audit Report contained incorrect revenue amounts in the Critical Audit Matter Description, misstating revenue recognized from sales of project asset rights and EPC services. The originally reported amounts of $25.2 million for sales of project asset rights and $43.9 million for EPC services were incorrect. This Amendment ensures the Audit Report reflects the accurate financial data as per the Company's consolidated financial statements. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant's principal executive officer and principal financial officer are filed as exhibits to this Amendment. 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. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after March 24, 2025) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2024 Annual Report and the registrant's other filings with the SEC.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-33911
Entity Registrant Name	EMEREN GROUP LTD
Entity Central Index Key	0001417892
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	149 Water Street
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Country	US
Entity Address, Postal Zip Code	06854
City Area Code	925
Local Phone Number	425-7335
Title of 12(b) Security	American Depositary Shares
Trading Symbol	SOL
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 48.2
Entity Common Stock, Shares Outstanding		513,216,222
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	UHY LLP
Auditor Location	New York, New York
Auditor Firm ID	1195

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