Emeren Group Ltd 2024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 1934 duringthe 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 forthe 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 RegulationS-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-2of 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 new orrevised 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 auditreport.☐ 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 filingreflect 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 anyof 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) wasapproximately $48.2million, based on the closing price of the shares of the registrant’s American Depositary Shares (each representing 10 shares) on the NewYork Stock Exchange of $1.50 per share. DOCUMENTS INCORPORATED BY REFERENCEPart III of this report incorporates by reference certain portions of the definitive proxy statement for the registrant’s 2025 Annual Meeting of Shareholders to be filed with the Commission. TABLE OF CONTENTS PART IItem 1. Business2Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity38Item 2.Properties39Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures41 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities42Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A.Controls and Procedures60Item 9B.Other Information61Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61 Item 10.Directors, Executive Officers and Corporate Governance62Item 11.Executive Compensation67Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters67Item 13.Certain Relationships and Related Transactions, and Director Independence67Item 14.Principal Accounting Fees and Services67 Item 15.Exhibits and Financial Statement Schedules68Item 16.Form 10-K Summary71Signatures72 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking” statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,and as defined in the U.S. Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements otherthan statements of historical fact included in this Form 10-K, including statements regarding the Company’sfuture financial condition, results of operations, plans, objectives, expectations, future performance, businessoperationsor business prospects,are forward-looking statements.Words such as“believes,”“expects,”“anticipates,” “will,” “could,” “plans, “estimates,” “predicts,” “goals,” “should,” “will,” “could,” “would,”“may,” forecast,” “seeks,” and other similar expressions and variat