SOL Emeren Group Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 28, 2025

 

 

EMEREN GROUP LTD

(Exact name of Registrant as Specified in Its Charter)

 

 

British Virgin Islands	001-33911	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

149 Water Street, Suite 302 Norwalk, Connecticut	06854
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +1 925-425-7335

 

(Former Name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 10 shares, no par value per share		SOL		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ¨

  

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 28, 2025, the Company issued a press release announcing its preliminary financial results for the first quarter of 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Chief Executive Officer Transition

 

On March 28, 2025, Emeren Group Ltd. (the "Company") announced that Mr. Yumin Liu, Chief Executive Officer (“CEO”), will step down from his role effective April 30, 2025. The Board of Directors has appointed Ms. Julia Xu, currently an independent director, as Interim CEO, effective May 1, 2025. The Company has initiated a formal search for its next Chief Executive Officer and is considering both internal and external candidates.

 

Mr. Liu has served as CEO for over five years, during which he played a key role in advancing Emeren’s strategic focus on high-margin growth and capital-efficient development. He will remain with the Company through the end of April to ensure a smooth transition.

 

Ms. Julia Xu, 53, will assume the role of Interim CEO on May 1, 2025. A member of Emeren’s Board of Directors, Ms. Xu brings deep experience in the financial markets and international business leadership. She is the Founder and Managing Director of Oravida, a New Zealand-based group focused on premium food branding and cross-border market strategy. Earlier in her career, she served as Chief Financial Officer of Emeren Group Ltd, and held senior financial roles at Deutsche Bank Hong Kong, Bankers Trust, and Lehman Brothers.

 

In connection with her 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.

 

There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Ms. Xu or any members of her immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Ms. Xu and any of the Company’s directors or executive officers. The appointment of Ms. Xu was not pursuant to any arrangement or understanding between her and any person, other than a director or executive officer of the Company acting in his or her official capacity.

 

 

Item 8.01 Other Events.

 

On March 17, 2025, the Company received a going-private proposal. In response, the Board of Directors has formed a Special Committee composed of its three independent directors: Martin Bloom, Ramnath Iyer, and Ramakrishnan (Ramki) Srinivasan, to evaluate the proposal and oversee related considerations.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding executive transitions, financial performance, and strategic initiatives. Forward-looking statements reflect management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, changes in market conditions, execution of strategic plans, and other factors described in Emeren’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements after the date hereof, except as required by law.

 

Item 9.01 Financial Statement and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press Release issued by Emeren Group Ltd on March 28, 2025
10.1		Temporary Amendment of Contract - Appointment as Interim CEO of Emeren Group Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

	EMEREN GROUP LTD
Date: April 3, 2025	By:	/s/ Ke Chen
		Ke Chen
		Chief Financial Officer

 

 

 

Exhibit 10.1

 

 

 

Strictly Private & Confidential

Ms. Julia Jiyan Xu

4A/89 Halsey Street

Auckland 1010

New Zealand

 

April 4, 2025

 

Dear Ms. Xu,

 

Temporary Amendment of Contract

 

Appointment as interim CEO of Emeren Group Ltd. (the Company)

 

1.

We refer to the agreement between you and the Company regarding your appointment to the Board as an independent director dated 8 March 2016 (the Director’s Agreement).

 

2.

As you are aware, it has been agreed that Yumin Liu will step down as Chief Executive Officer (CEO) of the Company and that, for an interim period of an initial 4 months, you will be appointed CEO. You will remain a director of the Board during this time and will continue to receive your usual monthly Director fees in alignment with the agreement dated 8 March 2016 (Clause 4.1).

 

3.

The parties wish to outline the terms upon which you will act as CEO and to temporarily amend the Director’s Agreement, as set out in this letter.

 

4.

Expressions defined in the Director’s Agreement and used in this letter have the meaning set out in the Director’s Agreement unless otherwise defined.

 

5.

This letter, and your temporary appointment as CEO, is deemed to have taken effect on 1 April 2025 (the CEO Appointment Date) and shall continue for a fixed period of 4 months (the Initial Term) when it shall terminate automatically, unless terminated earlier in accordance with paragraph 6 below, or extended in accordance with the provisions of paragraph 7 below (in either case, the Interim Period). Following the end of the Interim Period, your appointment as director of the Company will continue in accordance with the Director’s Agreement only.

 

6.

The Board may at any time terminate this letter, and your temporary appointment as CEO, by giving you not less than 2 weeks prior written notice during the Interim Period.

 

7.

The parties may agree to extend the term of this letter, and your temporary appointment as CEO, beyond the Initial Term by written agreement before the expiry of the Initial Term.

 

8.

For the Interim Period only, the parties agree the following:

 

8.1

You will serve as CEO of the Company, and shall faithfully and diligently exercise such powers and perform such duties and responsibilities as the Board may assign to you as CEO, which shall include:

 

(a)

Responsibility for the overall business development and strategic planning of the Company;

(b)

Managing the day-to-day operations of the Company;

 

 

(c)

Foster a high-performance, inclusive, and ethical organizational culture and vision;

(d)

Reporting to the Board in connection with the Company’s affairs or your duties on such matters and at such times as are reasonably required.

(e)

Serve as a liaison between the Board, investors, employees, shareholders, and external partners.

(f)

Monitor KPI’s and implement corrective actions to address gaps.

(g)

Other tasks as assigned by the Chairman of the Board of Directors.

 

8.2

You shall be paid a fee of US$60,000 for the Initial Term, which shall be paid in equal monthly instalments in arrears, payable within 30 days at the start of a new month. You shall be responsible for your own tax on this fee. This fee covers all duties and you will continue to receive your monthly director’s fee, which is due to you as a director of the Board payable in accordance with Clause 4.1 of the Director’s Agreement and service on any Board committee.

 

8.3

On termination of your appointment as CEO, you shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred before that date in accordance with paragraph 8.4.

 

8.4

The Company will reimburse you for any expenses reasonably incurred in performing your duties as CEO, subject to you providing written evidence of such expenses on request. Such expenses may include reasonable hotel and travel expenses.

 

8.5

You acknowledge that, by virtue of your CEO role, you will no longer be deemed to be an ‘independent’ director of the Company in accordance with the independence and competence criteria defined in the NYSE Listed Company Manual and the SEC’s rules. You will resign from any committees you serve on which require you to possess independent status, and shall take any other action required by virtue of the loss of your independent status.

 

8.6

The relationship between you and the Company shall be one of officeholder and not one of employment. At no time shall you or the Company hold you out as being an employee of the Company. This letter (and your appointment as interim CEO of the Company) shall in no circumstances whatsoever cause the BVI Labour Code 2010 to apply to the relationship between you and the Company.

 

9.

During the Interim Period, this letter is supplemental to the Director’s Agreement and, except as set out in paragraph 8, the Director’s Agreement will continue in full force and effect.

 

10.

To the extent of any conflict between the terms of the Director’s Agreement and this letter, the terms of this letter will prevail.

 

11.

This letter and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by, and will be interpreted in accordance with, the law of the British Virgin Islands and is subject to the exclusive jurisdiction of the courts of the British Virgin Islands.

 

12.

Please sign and return a copy of this letter to acknowledge your agreement to the temporary variation of the Director’s Agreement.

 

 

Yours sincerely

 

 

 

...............................................

For and on behalf of Emeren Group Ltd.

 

 

I agree to my appointment as CEO and to the terms set out above.

 

 

 

Signed ...................................

 

Ms. Julia Jiyan Xu

 

 

Date ......................................

 

 

 

Exhibit 99.1

 

 

 

Emeren Group Announces CEO Transition, Formation of a Special Committee and Preliminary Q1 2025 Results

 

NORWALK, Conn., Mar 28, 2025 -- Emeren Group Ltd (“Emeren” or the “Company”) (www.emeren.com) (NYSE: SOL), a leading solar project developer, owner, and operator, today announced that Mr. Yumin Liu, Chief Executive Officer, will step down from his role effective April 30, 2025. The company’s Board of Directors has appointed Ms. Julia Xu, currently an independent director, as Interim CEO, effective May 1, 2025. Emeren has initiated a formal search for its next Chief Executive Officer and is considering both internal and external candidates.

 

CEO Transition

 

Mr. Liu has served as CEO for over five years, during which time he played a key role in advancing Emeren’s strategic focus on high-margin growth and capital-efficient development. He will remain with the company through the end of April to ensure a smooth transition.

 

“Mr. Liu’s leadership has been instrumental in shaping Emeren’s transformation into the developer of solar and energy storage projects,” said Mr. Himanshu H. Shah, Chairman of the Board. “We are grateful for his many contributions and leadership on operational discipline.”

 

Reflecting on his time at Emeren, Mr. Liu said, “It has been a tremendous honor to lead Emeren over our phase of evolution strengthening both our presence and deepening our operational capabilities. I’m particularly proud to have contributed to refining our strategic focus, including the execution of our Development Service Agreement (DSA) and IPP segments. I leave with full confidence in the leadership team, and the exceptional people across Emeren.”

 

Ms. Julia Xu will assume the role of Interim CEO on May 1. A member of Emeren’s Board of Directors, Ms. Xu brings deep experience in the financial markets and international business leadership. She is the Founder and Managing Director of Oravida, a New Zealand-based group focused on premium food branding and cross-border market strategy. Earlier in her career, she served as Chief Financial Officer of Emeren Group Ltd, and held senior financial roles at Deutsche Bank Hong Kong, Bankers Trust, and Lehman Brothers.

 

“The Board is confident in Julia’s ability to lead the company during this transition,” said Mr. Himanshu H. Shah, “She brings strong operational insight and familiarity with our strategic priorities.” “I’m honored to step into this interim role at a critical time for Emeren,” said Ms. Xu. “Our focus remains on disciplined execution across our solar and energy storage segments.”

 

Emeren also formed a special committee which includes its three independent directors Martin Bloom, Ramnath Iyer and Ramki Srinivasan to evaluate a going private proposal received on March 17, 2025.

 

Preliminary Q1 2025 Results

 

Emeren is also releasing preliminary financial results for the first quarter of 2025. Based on currently available information, the company expects:

 

·

Revenue of approximately $8.4m

 

·

Gross margin of approximately 32%

 

·

Non-GAAP operating loss of about $4 million

 

Emeren expects to report final Q1 2025 results around mid-May.

 

 

 

About Emeren Group Ltd

 

Emeren Group Ltd (NYSE: SOL), a renewable energy leader, showcases a comprehensive portfolio of solar projects and Independent Power Producer (IPP) assets, complemented by a significant global Battery Energy Storage System (BESS) capacity. Specializing in the entire solar project lifecycle — from development through construction to financing — we excel by leveraging local talent in each market, ensuring our sustainable energy solutions are at the forefront of efficiency and impact. Our commitment to enhancing solar power and energy storage underlines our dedication to innovation, excellence, and environmental responsibility. For more information, go to www.emeren.com.

 

For investor and media inquiries, please contact:

 

Emeren Group Ltd - Investor Relations

+1 (925) 425-7335

ir@emeren.com

 

The Blueshirt Group

Gary Dvorchak, CFA

+1 (323) 240-5796

gary@blueshirtgroup.co

 

 

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---