Emeren Group Ltd American Depositary Shares each representing 10 shares

ITEM 1A. RISK FACTORS

Our risk factors have not changed materially from those risks disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and our Annual Report on Form 10-K for the year ended December 31, 2024 in Item 1A. Risk Factors, other than as set forth below. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks or uncertainties.

Reciprocal tariffs under the International Emergency Economic Powers Act on imports into the United States could adversely affect us.

On February 1, 2025, the U.S. government issued an Executive Order pursuant to the International Emergency Economic Powers Act (the IEEPA) imposing a 10% tariff on all imports from China, effective February 4, 2025. On March 3, 2025, the U.S. government amended the Executive Order increasing the tariff to 20%, effective March 4, 2025. The 20% tariff applies in addition to any other duties, fees, exactions, and charges applicable to the covered imports from China.

On April 2, 2025, the U.S. government issued an Executive Order pursuant to IEEPA imposing an indefinite reciprocal 10% tariff on almost all goods imported into the U.S., effective April 5, 2025, and individualized higher IEEPA tariffs (11% to 50%) starting April 9, 2025 on goods originating from 57 countries with trade surpluses with the U.S., including China, among other countries. On April 9, 2025, the U.S. government issued a further Executive Order increasing the IEEPA reciprocal tariff on China to 125% effective April 10, 2025. Concurrently, the U.S. government announced a temporary suspension of the country-specific reciprocal tariff measures targeting most U.S. trading partners for a 90-day period, or until July 9, 2025. This sequence of actions underscored a strategic recalibration of the U.S. trade policy, emphasizing heightened pressure on international trade.

We are closely monitoring potential changes in international trade policy and the evolving trade environment, as it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters. The recent tariff measures have introduced increased uncertainty and complexity in our supply chain planning and cost management. At this time, we cannot predict full impact of these measures; however, any sustained or escalated trade restrictions could adversely affect our business, financial condition, or results of operations. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations.

Our recent CEO tn July 9, 2025, the temporary suspension of country-specific reciprocal tariff measures expired. As of the filing date, it remains unclear whether the U.S. government will reinstate the 10%50% tariffs previously announced on goods from 57 countries, including key sourcing regions. Continued uncertainty over U.S. trade policyincluding the 125% tariff on imports from China under IEEPAcould further disrupt our supply chain, increase procurement costs, and adversely impact our margins and capital planning. We continue to monitor ongoing developments, and any further escalation in tariff measures or retaliatory trade actions could materially affect our business, financial condition and results of operations.

Our recent CEO transition may adversely affect our business, operations, and strategic initiatives.

On April 30, 2025, our former Chief Executive Officer (CEO) stepped down from his role, and the Board of Directors (Board) appointed an interim CEO while it conducts a search for a permanent replacement. Any failure to successfully transition key executive roles could impair our ability to execute on our strategic initiatives, meet performance goals, and maintain operational continuity. Additionally, uncertainty surrounding the leadership transition may negatively impact employee morale and retention, customer confidence, and supplier relationships. There is no assurance that the Board will identify and appoint a permanent CEO in a timely manner. Prolonged uncertainty or a perceived lack of leadership stability could adversely affect our business, financial condition, results of operations, cash flows, and stock price.

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As disclosed in our Form 10-Q for the quarter ended March 31, 2025, an interim CEO remains in place as the Board continues its search for a permanent successor. Effective leadership stability is critical to maintaining business momentum, advancing our long-term strategy, and supporting our financial and operational performance. The ongoing leadership transition, and any prolonged delay in appointing a permanent CEO, could also impair the pace and effectiveness of executing our strategic initiatives, disrupt operational continuity, and adversely affect relationships with employees, customers, suppliers, and investors.

Risks Related to Changes in Clean Energy Policies and Incentives.

In July 2025, the United States enacted the One Big Beautiful Bill Act (OBBBA), which introduced significant changes to federal clean energy tax credit programs. Among other provisions, the OBBBA:

These changes may impair our eligibility for tax credits, delay project development, and reduce customer demand for solar and storage systems.

In parallel, reductions or eliminations of feed-in-tariff and net energy metering (NEM) programs in Europe and the U.S.including Californias NEM 3.0 and Virtual NEM changeshave reduced compensation for solar exports and extended project payback periods. These changes may further suppress demand for distributed solar systems in key markets.

The evolving U.S. regulatory landscape, coupled with international policy changes and trade restrictions may adversely affect our ability to compete, reduce our gross margins, and delay our project pipeline.

The failure to complete our merger with Shurya Vitra Ltd. And Emeren Holdings Ltd. in a timely fashion, or at all, may adversely affect our business and our stock price.

On June 18, 2025, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Shurya Vitra Ltd. (Parent) and Emeren Holdings Ltd., a wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into Emeren Group Ltd, with Emeren Group Ltd continuing as the surviving company (such transaction, the Merger). At the effective time of the Merger, each ordinary share (other than certain excluded and dissenting shares) will be converted into the right to receive $0.20 in cash per share, and each American Depositary Share (ADS), representing ten ordinary shares, will be converted into the right to receive $2.00 in cash per ADS, in each case without interest. Upon completion of the Merger, our ordinary shares and ADSs will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Consummation of our planned Merger is subject to certain closing conditions, including, but not limited to:

There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all. Any delay in completing the Merger could cause us not to realize some or all the anticipated benefits when expected, if at all. If the Merger is not completed, we may incur significant transaction costs and other fees, and our business, results of operations, and stock price could be adversely affected.

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The phase-out of the Feed-in Tariff (FIT) regime and transition to market-based electricity pricing in China may materially impact our electricity generation revenue and the collectability of related receivables.

As of June 30, 2025, a portion of our electricity generation revenue and both short-term and long-term trade receivables are attributable to our operations in China. Historically, our Chinese projects have benefited from the national Feed-in Tariff (FIT) regime, which provided fixed prices for renewable energy supplied to the grid. However, effective June 1, 2025, the Chinese government has formally transitioned from a FIT system to a market-oriented electricity pricing model. Under the new regime, new renewable energy projects are required to participate in competitive power markets, and revenue is determined based on market clearing prices rather than administratively set rates.

This policy shift introduces a number of uncertainties and risks, including:

If electricity pricing under the new regime is materially lower than prior FIT rates, or if we experience delays or non-collection of FIT-related receivables, our financial condition, results of operations, and liquidity could be adversely affected.

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