Emeren Group Ltd (SOL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Himanshu Shah, the Chairman of the Board of the Emeren Group Limited. Welcome to our general meeting. With me today in person is Mr. Ke Chen, the CFO of Emeren Group. We also have the company of Martin Bloom, Director of the company. He is dialing in by phone. As Chairman of the Board of the company, I will preside as Chairman of this meeting. Thank you. Pursuant to the company's Articles of Association, a notice of General Meeting was properly sent to shareholders on October 14, 2025, together with the necessary proxy statement as required by the Securities and Exchange Commission. According to the notice of the general meeting, all shareholders of record at the close of business on 23 of October 2025 are entitled to vote at this general meeting. Under the company's Articles of Association, the 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 shareholders and a certificate signed by such person, accompanied where such a person be a proxy by a copy of the proxy instrument. That shall constitute a valid resolution of shareholders. The register of the members as at the voting record date shows 647,316,622 issued ordinary shares of the company, of which 513,382,877 shares are entitled to vote at this meeting. The difference 133,933,745 shares have been excluded by the company from the entitlement to vote as such shares are held either by or on behalf of the company. These were practically the treasury shares. At this meeting, according to the documentation I have been provided with by the company's registrars, there are represented in person or by proxy, 275,232,630 ordinary shares or equivalent, representing approximately 53.61% 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, and we may proceed with the business of the meeting. Pursuant to Regulation 7.16 of Emeren Group Limited's Articles 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 general meeting shall be voted on a poll. Accordingly, I direct [ Ms. Eli Peace ] of MUFG Corporate Markets shall be appointed to act as a scrutineer. The poll slips, which have been distributed where shareholders and proxies should complete and sign as indicated. In the case of corporate shareholders, the slip should be completed by their authorized representatives present at this meeting. If you do not know the number of shares held by you, this may be left blank. In any event, the details will be checked against the registrar of members. Resolutions which require a simple majority of votes cast by the shareholders have been proposed as set out in the notice of General Meeting sent to shareholders on October 14, 2025. If you agree, I propose that we take the notice as read. Thank you. Finally, I would mention that those shareholders present who have already lodged proxies need not vote on the poll unless they wish to do so. So let's turn to resolution set out in the notice. Resolution 1. I propose resolution #1 in the notice that the agreement and plan of merger, including the articles of merger dated June 18, 2025, as amended by an amendment agreement dated September 2, 2025, together the merger agreement, by and among Shurya Vitra Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands, the parent; Emeren Holdings Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of parent, the merger sub and the company. Such merger agreement being in the form attached as Annex A to the proxy statement and such amendment agreement being in the form attached as Annex B, each of which have been produced and made available for inspection at this general meeting. In articles of merger and the plan of merger to be filed with the Registrar of Corporate Affairs of the British Virgin Islands, such articles of merger and plan of merger being substantial in the forms attached as Exhibit B and Exhibit C, respectively, to the merger agreement and produced and made available for inspection at this general meeting. In order to give effect to the merger of Merger Sub with and into the company, the merger, with the company continuing as a surviving company, the surviving company as a wholly owned subsidiary of parent and any and all transactions contemplated by the merger agreement be authorized and approved. Are there any questions in relation to this resolution? If you wish to speak, please state your name. And if you are a representative of a corporate shareholder, please state the name of the company you represent. There being no further questions, I formally propose Resolution 1 and demand that a poll be taken in respect of this Resolution. Will you please complete all poll slips accordingly. Resolution 2. I propose Resolution #2 in the notice that the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger be authorized and approved on a nonbinding advisory basis. Are there any questions in relation to this resolution #2? Again, if you wish to speak, please state your name. And if you are a representative of a corporate shareholder, please state the name of the company that you represent. There is someone that wants to chat. Okay. There being no further questions, I formally propose Resolution 2 and demand that a poll be taken in respect of this resolution. Will you please complete your poll slips accordingly? Resolution 3, that the General Meeting be adjourned, if necessary or appropriate in order to allow the company to solicit additional proxies in the event that there are insufficient proxies received at the time of the General Meeting to pass the foregoing Resolutions. Are there any questions in relation to this Resolution #3? Again, if you want to speak, please state your name or the company that you represent. Again, there are being no further questions, I formally propose Resolution 3 and demand that a poll be taken in respect. Please complete poll slips accordingly. Are there any other matters which those in attendance wish to raise? Again, if you wish to speak, please state your name and/or the company that you represent. Could you unmute the lines so that -- the lines are -- okay. The meeting will now be adjourned for a short interval while the poll slips are returned and aggregated with the proxy cards, following which the result of the poll will be declared. We will pause for a minute. Thank you for your patience. The meeting is now formally reconvened, and I shall proceed to announcing the results of the resolutions. In regards to Resolution 1, the result of the poll is 255,113,810 votes for the resolution, representing almost 93% of the votes cast. 19.948 million votes against the resolution, representing a little over 7% of the votes cast. 403,140 votes abstained from voting on the resolution and are not included in the percentage of votes. Therefore, I declare the Resolution 1 carried by the necessary majority. Resolution 2. The result of the poll is 215,033,000 votes for the resolution, representing over 91% of the votes cast. 24.555 million votes against the resolution, representing almost 9% of the votes cast. 608,000 votes abstained approximately from voting on the resolution and are not included in the percentage of votes. Therefore, I declare the Resolution #2 carried by the necessary majority. Regarding Resolution 3, since Resolution 1 and 2 have been approved, we do not need to address Resolution 3 regarding adjournment of this meeting. Ladies and gentlemen, on behalf of Emeren Group Limited, this concludes today's formal business. On behalf of the Board of the company, I would like to thank all of you for your attendance, and I declare that this general meeting is closed. You have a wonderful day.