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United States securities and exchange commission logo
September 19, 2023
Ke Chen
Chief Financial Officer
Emeren Group Ltd
100 First Stamford Place, Suite 302
Stamford, CT 06902
Re: Emeren Group Ltd
Amendment No. 1 to
Form 20-F for the Fiscal Year Ended
December 31, 2022
File No. 001-33911
Dear Ke Chen:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 111
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
Ke Chen
Emeren Group Ltd
September 19, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for Emeren Group Ltd. We also note that your list of subsidiaries in
Exhibit 8.1 appears to
indicate that you have subsidiaries in countries outside China. Please
note that Item
16I(b) requires that you provide disclosures for yourself and your
consolidated foreign
operating entities.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
With respect to (b)(4), please clarify the information is provided
for you and all of
your consolidated foreign operating entities in your supplemental
response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to the best of our knowledge.
Please supplementally
confirm without qualification, if true, that your articles and the
articles of your
consolidated foreign operating entities do not contain wording from any
charter of the
Chinese Communist Party.
5. We note Exhibit 99.1. Please provide a complete submission, including the
date and
clarification relating to the directors, officers and senior management
of Emeren Group
Ltd.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Austin Pattan at (202) 551-6756 or Jennifer Gowetski at
(202) 551-3401
with any questions.
Sincerely,
FirstName LastNameKe Chen
Division of
Corporation Finance
Comapany NameEmeren Group Ltd
Disclosure Review
Program
September 19, 2023 Page 2
cc: Ben Rikkers
FirstName LastName