Emeren Group Ltd 2023年度报告

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 1934during 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 filingrequirements 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. 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 newor 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 thefiling 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 compensationreceived by any of the registrant’s executiveofficersduring 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 30, 2023 (the last trading day of the second fiscalquarter) was approximately $161.2 million, based on the closing price of the shares of the registrant’s American Depositary Shares (each representing 10shares) on the New York Stock Exchange of $3.79 per share. The number of the registrant’s ordinary shares, no par value per share, outstanding as of June 30, 2024 was 512,216,222.DOCUMENTS INCORPORATED BY REFERENCE Part III of this report incorporates by reference certain portions of the definitive proxy statement for the registrant’s 2024 Annual Meeting of Shareholdersto be filed with the Commission. TABLE OF CONTENTS PART IItem 1.Business2Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties45Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities47Item 6.[Reserved]48Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure63Item 9A.Controls and Procedures64Item 9B.Other Information65Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65PART IIIItem 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation71Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters71Item 13.Certain Relationships and Related Transactions, and Director Independence71Item 14.Principal Accounting Fees and Services71PART IVItem 15.Exhibits and Financial Statement Schedules72Item 16.Form 10-K Summary75Signatures76 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking” statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Allstatements other than statements of historical fact included in this Form 10-K, including statementsregarding the Company’s future financial condition, results of operations, plans, objectives, expectations,future performance, business operations or business prospects, are forward-looking statements. Words suchas “believes,” “expects,” “anticipates,” “will,” “could,” “plans