Emeren Group (SOL) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for a going-private transaction with Shurya Vitra Ltd. and Emeren Holdings Ltd., with Emeren Group Ltd. becoming a wholly owned subsidiary of Parent at $0.20 per ordinary share or $2.00 per ADS in cash, without interest.

• The merger was unanimously recommended by a special committee of independent directors and approved by the board, who determined it to be in the best interests of shareholders.

• The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions, including shareholder and regulatory approvals.

• Upon completion, shares and ADSs will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on the approval and adoption of the merger agreement at a special meeting; approval requires a majority of ordinary shares present and voting.

• Rollover Securityholders have agreed to vote their shares in favor of the merger and to exchange their shares for newly issued Parent shares.

• The company is subject to a no-shop provision but may consider superior proposals under a fiduciary out.

Board of directors and corporate governance

• The special committee of independent directors was established to evaluate and negotiate the merger, and the board acted on its unanimous recommendation.

• Post-merger, directors of Merger Sub will become directors of the surviving company, and current officers will remain unless otherwise determined by Parent.