Emeren Group (SOL) Proxy Filing summary

Executive summary

• Shareholders are to vote on a merger where the company will be acquired and taken private by affiliates of Shah Capital, with certain management and investors rolling over their shares into the new parent entity.

• The merger consideration is $0.20 per ordinary share or $2.00 per ADS, with a $0.05 per ADS cancellation fee, paid in cash.

• A special committee of independent directors, advised by Duff & Phelps (Kroll), unanimously recommended the merger as fair to unaffiliated shareholders.

• The board, with Mr. Shah recused, unanimously recommends voting in favor of the merger and related proposals.

• If approved, the company will be delisted from the NYSE and deregistered with the SEC.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more proxies are needed.

• Approval requires a majority of shares present and voting; abstentions and non-votes have no effect.

• Rollover and supporting holders, representing 39.6% of voting power, have agreed to vote in favor.

• Dissenting shareholders may seek appraisal rights under BVI law; ADS holders must convert to ordinary shares to exercise these rights.

Board of directors and corporate governance

• The special committee consists of three independent, unaffiliated directors.

• The board’s approval and recommendation followed extensive review, negotiation, and receipt of a fairness opinion.

• After the merger, the directors of the merger sub will become directors of the surviving company.