Emeren Group Ltd (SOL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'm Yumin Liu, the CEO of the company. Welcome to the Annual General Meeting of the Emeren Group Limited. The Chairman of the Board of Directors of company, Mr. Himanshu Shah, sends his apologies as he is unable to attend this meeting because of unavoidable family reasons. I'm also a shareholder of the company and with your consent, I propose to act as the Chairman of the meeting. If no objection, I will be act as the Chairman of the meeting. Thank you. Pursuant to the company's Article of Association, a notice of the Annual General Meeting was properly sent to shareholders on September 30, 2024, together with the necessary proxy statement as required by the SEC. According to the notice of the Annual General Meeting, all shareholders of the record at the close of the business on September 17, 2024, are entitled to vote at this Annual General Meeting. Under the company's Article of Association, a meeting of the company is duly constituted if at the commencement of the meeting, there are present in person or by proxy no less than 50% of the votes of the shares entitled to vote on the matters to be considered by the meeting. A quorum may comprise a single shareholder or proxy and then such person may pass a resolution of the shareholders and a certificate signed by such person, accompanied where person be a proxy, by a copy of proxy instrument shall constitute a valid resolution of shareholders. The register of the members as at the voting record date shows holders of about 647,316,622 shares of the company, which are entitled to vote at this meeting. At this meeting, according to the documentation I have been provided with by the company registrars, there are represented in person or by proxy 637 million shares, representing approximately 96% of the total number of votes of the shares of the company outstanding and eligible to vote at this meeting. Accordingly, I declare that a quorum is present. The meeting is duly constituted as we may proceed with the business of the meeting. Pursuant to the Regulation 7.16 of the company's Article of Association, I am responsible for deciding in such manner as I consider appropriate whether any resolution proposed has been carried or not. And accordingly, because of the number of proxy votes received by the company's registrars, I require that all of the resolutions set out in the notice of Annual General Meeting shall be voted on the poll. Accordingly, I direct the [ LEPs of the Link Group ] shall be appointed to act as scrutinizer. I will distribute poll slips, which shareholders and proxies should complete and sign as indicated. In the case of our corporate shareholders, the slip should be completed by their audited authorized representatives presented at the meeting. If you do not know the number of shares held by you, this may be left black. In any event the details will be checked against the register of the members. Resolutions which requires a simple majority of the votes cast by the shareholders have been proposed as set up in the notice of the Annual General Meeting sent to the shareholders on September 30, 2024. If you agree, I propose that we take the notice as read. If no objection? Thank you. Finally, I would mention that those shareholders present, who have already locked -- lodged proxies need not vote on the poll unless they wish to do so. Let's now turn to the resolutions set up in the notice. Resolution 1. I propose Resolution #1 in the notice, to appoint Dr. Ramakrishnan Srinivasan as the Director of the company following his appointment as a director by the Board of Directors in accordance with the company's Article of Association. Are there any questions in relation to this resolution? If you wish to speak, please say your name. If you are a representative or a corporate shareholder, please state the name of the company you represent. There being no questions, I formally propose Resolution 1 and demand that a poll be taken in respect of this resolution. Resolution 2A. I propose Resolution #2A in the notice to reelect Martin Bloom, who is offering himself for reelection in accordance with the company's Article of Association to hold office until a successor is duly elected and qualified. Are there any questions in relation to this resolution? If you wish to speak, please say your name. If you are representative of a corporate shareholder, please state the name of the company you represent. There being no questions, I formally propose Resolution 2A and demand that a poll be taken in respect of this resolution. Resolution 2B. I propose Resolution #2B in this notice. To reelect Yumin Liu, who is offering himself for reelection in accordance with the company's Article of Association to hold office until a successor is duly elected and qualified. Are there questions in relation to this resolution? If you wish to speak, please say your name. If you are a representative of a corporate shareholder, please state the name of the company you represent. There being no questions, I formally propose Resolution 2B and demand that a poll be taken in respect of this resolution. Resolution 3. I propose Resolution #3 in the notice. Approval of our compensation of our named executive officers as disclosed in the proxy statement accompanying this notice. Are there any questions in relation to this resolution? If you wish to speak, please say your name. If you are a representative of a corporate shareholder, please state the name of the company you represent. There being no questions, I formally propose Resolution 3 and demand that a poll be taken in respect of this resolution. Resolution 4. I propose Resolution #4 in the notice. On an advisory basis, to vote on the frequency of the future advisory shareholders votes on the compensation of our named executive officers. The options presented to the shareholders were: a, every 1 year; b, every 2 years; or c, every 3 years. Are there any questions in relation to the resolution? If you wish to speak, please say your name. If you are a representative of a corporate shareholder, please state the name of the company you represent. There being no questions, I formally propose resolution for and demand that a poll be taken in respect to this resolution. Resolution 5. I propose Resolution #5 in the notice. The ratification of the appointment of UHY LLP as our independent registered public accounting firm and auditor for 2024. Are there any questions in relation to this resolution? If you wish to speak, please say your name. If you are a representative of a corporate shareholder, please state the same of the company you represent. There being no questions, I formally propose Resolution 5 and demand that a poll be taken in respect of this resolution. Any other business? Are there any other matters which those in attendance wish to raise? If you wish to speak, please say your name. If you are representative of a corporate shareholder, please state the name of the company you represent. If you have no further questions, I want to thank you for your patience. The meeting is now formally reconvened, and I shall proceed to announcing the results of the resolutions. Resolution 1, the result of the poll is 624,502,660 votes for the resolution, representing 99.89% of the vote cast. 686,240 votes against this resolution, representing 0.10% of the votes cast and 11,922,250 votes abstained from voting on this resolution, representing 0.01% of the votes cast. I declare the resolution carried by the necessary majority. Resolution 2A. The result of the poll is 613,357,070 votes for the resolution, representing 98.11% of the votes cast. 11,830,850 votes against the resolution, representing 1.88% of the votes cast and 11,923,230 votes abstained from the voting on the resolution, representing 0.01% of the votes cast. I declare the resolution carried by the necessary majority. Resolution 2B. The result of the poll is 622,362,770 votes for the resolution, representing 99.55% of the votes cast. 2,823,740 votes against the resolution, representing 0.44% of the votes cast and 11,924,640 votes abstained from voting on the resolution, representing 0.01% of the votes cast. I declare the resolution carried by the necessary majority. Resolution 3. The result of the poll is [ 621,094,480 ] votes for the resolution, representing 99.32% of the votes cast. [ 4,251,010 ] votes against the resolution, representing 0.67% of the votes cast. And 11,765,660 votes abstained from voting on the resolution, representing 0.01% of the voting cast. I declare the resolution carried by the necessary majority. Resolution 4. The results of the poll is [ 624,004,620 ] votes for the shareholders vote every 1 year, representing 99.99% of the votes cast and 12,319,580 votes abstained from voting on the resolution, representing 0.01% of the voting cast; 4b, [ 196,290 ] votes for the shareholder vote every 2 years, representing 100% of the votes cast; 4c, 290,660 votes for the shareholders vote every 3 years, representing 100% of the votes cast. I declare the resolution 4a carried by the necessary majority. Resolution 5. The result of the poll is 624,896,480 votes for the resolution, representing 99.95% of the votes cast. 311,220 votes against the resolution, representing 0.04% of the votes cast and 11,903,450 votes abstained from voting on the resolution, representing 0.01% of the votes cast. I declare the resolution carried by the necessary majority. Ladies and gentlemen, that concludes today's formal business. On behalf of the Board, I would like to thank you all for your attendance and declare the Annual General Meeting closed.