Emeren Group Announces Results of Extraordinary General Meeting

Rhea-AI Summary

Emeren Group (NYSE: SOL) announced that its extraordinary general meeting on December 9, 2025 approved the Agreement and Plan of Merger dated June 18, 2025, as amended on September 2, 2025, among Shurya Vitra Ltd (Parent), Emeren Holdings Ltd (Merger Sub) and Emeren.

Under the approved Merger, Merger Sub will be merged with and into Emeren, with Emeren continuing as the surviving company, and the articles of merger will be filed with the Registrar of Corporate Affairs of the British Virgin Islands. The meeting also gave a non-binding advisory approval of compensation relating to the Merger. Because resolutions 1 and 2 passed at a quorate meeting, a proposed adjournment to solicit additional proxies was not required.

Positive

• Shareholders approved the Merger Agreement on Dec 9, 2025
• Merger structure confirmed: Merger Sub will merge into Emeren with Emeren surviving

Negative

• Advisory approval of executive compensation is non-binding
• Merger requires filing of articles with the BVI Registrar of Corporate Affairs before completion

Key Figures

Cash per ordinary share US$0.20 per share Merger consideration per ordinary share per proxy filings

Cash per ADS US$2.00 per ADS Merger consideration per ADS (10 shares) per proxy filings

ADS cancellation fee US$0.05 per ADS Fee deducted from ADS consideration per DEFM14A

Q3 2025 net revenues $15.6 million Q3 2025 10-Q net revenues, up from $12.9M year over year

Prior-year net revenues $12.9 million Q3 2024 net revenues used for year-over-year comparison

Q3 2025 gross profit $9.5 million Gross profit in Q3 2025 per 10-Q filing

Cash & equivalents $87.3 million Cash, cash equivalents and restricted cash as of Q3 2025

Total debt $49.4 million Total debt balance including Hungary facility and UK lease loan

Market Reality Check

$1.89 Last Close

Volume Volume 635,312 is 3.92x the 20-day average of 161,941, indicating elevated trading ahead of the merger approval. high

Technical Price $1.89 is trading above the 200-day MA at $1.73, reflecting strength into the EGM outcome.

Peers on Argus

SOL slipped -0.56% on high volume while solar peers were mixed: FTCI +1.41%, SPWR +3.18%, TYGO -4.76%, SMXT +2.78%, MAXN 0%, suggesting a stock-specific focus on the merger vote rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 13	EGM notice update	Neutral	+2.2%	Set Dec 9, 2025 EGM to vote on merger and related items.
Oct 02	EGM rescheduled	Neutral	-1.1%	Cancelled October EGM to allow further SEC review of filings.
Sep 02	Initial EGM notice	Neutral	+2.7%	Announced October EGM to vote on merger with Shurya Vitra.
Jul 03	Management change	Neutral	+0.0%	Announced new EVP North America and leadership transition.

Pattern Detected

Recent news flow has been dominated by the going‑private merger process, with prior EGM and merger notices eliciting modest but generally positive price reactions.

Recent Company History

This announcement follows a series of merger‑related developments for Emeren. Notices in September and October 2025 outlined the Extraordinary General Meeting and proposed merger with Shurya Vitra, with small positive price moves around those updates. An October cancellation and rescheduling of the EGM tied to SEC review produced a mild negative reaction. Earlier, a July 2025 leadership change in North America had a flat price impact. Today’s EGM result completes the shareholder approval step referenced across these prior filings.

Market Pulse Summary

This announcement confirms shareholder approval of the merger structure previously outlined in SEC filings, including cash consideration of US$0.20 per ordinary share and US$2.00 per ADS. It marks completion of the EGM step after earlier notices and rescheduling. Investors may focus on remaining conditions in the merger agreement, regulatory clearances, and timeline to closing, alongside the company’s recent financial profile from its Q3 2025 10‑Q.

Key Terms

agreement and plan of merger regulatory

"The adoption and approval of the Agreement and Plan of Merger dated June 18, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

AI-generated analysis. Not financial advice.

NORWALK, Conn., Dec. 9, 2025 /PRNewswire/ -- Emeren Group Ltd ("Emeren" or the "Company") (www.emeren.com) (NYSE: SOL), a leading global solar project developer, owner, and operator, today announced the results of its extraordinary general meeting ("EGM") of shareholders held on December 9, 2025. Specifically, the Company's EGM of shareholders approved the following:

1.       The adoption and approval of the Agreement and Plan of Merger dated June 18, 2025, as amended by an amendment agreement dated September 2, 2025 (the "Merger Agreement"), by and among Shurya Vitra Ltd. ("Parent"), Emeren Holdings Ltd. ("Merger Sub") and the Company, and the articles of merger required to be filed with the Registrar of Corporate Affairs of the British Virgin Islands, pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company (the "Merger"), and the transactions contemplated by the Merger Agreement, including the Merger.

2.       On a non-binding advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise related to the Merger.

As resolutions 1 and 2 were proposed and approved by a quorate meeting, consideration of resolution 3 which would have authorized, if necessary or appropriate, the adjournment of the EGM to solicit additional proxies, was not required.

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
ir@emeren.com

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SOURCE Emeren Group Ltd

FAQ

What did Emeren (NYSE: SOL) shareholders approve on December 9, 2025?

Shareholders approved the Agreement and Plan of Merger (dated June 18, 2025, amended Sept 2, 2025) and a non-binding advisory on Merger-related executive compensation.

How will the approved Merger change Emeren's corporate structure?

Under the approved plan, Emeren Holdings Ltd (Merger Sub) will merge into Emeren, with Emeren continuing as the surviving company.

Is the compensation approval at Emeren's EGM on Dec 9, 2025 binding?

No. The EGM gave a non-binding advisory approval regarding compensation tied to the Merger.

What is the next administrative step after Emeren's EGM approval for the Merger?

The company will file the required articles of merger with the Registrar of Corporate Affairs of the British Virgin Islands.

Did Emeren adjourn its EGM to solicit more proxies on Dec 9, 2025?

No. Because resolutions 1 and 2 were proposed and approved by a quorate meeting, an adjournment to solicit additional proxies was not required.