Canadian Solar Inc. (CSIQ) 2022年年度報告「NASDAQ」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal yea

2、r ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission fi

3、le number:001-33107CANADIAN SOLAR INC.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Ontario(Jurisdiction of incorporation or organization)545 Speedvale Avenue WestGuelph,Ontario,Canada N1K 1E6(Address of principal executive offices)Huifeng Cha

4、ng,Chief Financial Officer545 Speedvale Avenue WestGuelph,Ontario,Canada N1K 1E6Tel:(1-519)837-1881Fax:(1-519)837-2550(Name,Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of Each Class

5、 Trading Symbol Name of Each Exchange on Which RegisteredCommon shares with no par valueCSIQThe NASDAQ Stock Market LLC(The NASDAQ Global Select Market)Securities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Class)Securities for which there is a reporting obligati

6、on pursuant to Section 15(d)of the Act:None(Title of Class)Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.64,506,055 common shares issued and outstanding which were not subject to restrict

7、ions on voting,dividend rights and transferability,as of December 31,2022.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not requ

8、ired to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter

9、 period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regula

10、tion S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth compa

11、ny.See definition of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filerEmerging growth companyIf an emerging growth company that prepares its financial statements in accordance wit

12、h U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and

13、 attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Se

14、ction 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery

15、analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP In

16、ternational Financial Reporting Standards as issued by the International Accounting Standards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18 If this is an annual rep

17、ort,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports require

18、d to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes No The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Ac

19、counting Standards Codification after April 5,2012.Exhibit 2.1Table of ContentsiTable of ContentsINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS6ITEM 2OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3KEY INFORMATION7ITEM 4INFORMATION ON THE CO

20、MPANY53ITEM 4AUNRESOLVED STAFF COMMENTS76ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS76ITEM 6DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES97ITEM 7MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117ITEM 8FINANCIAL INFORMATION118ITEM 9THE OFFER AND LISTING124ITEM 10ADDITIONAL INFORMATION124ITEM 11Q

21、UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK140ITEM 12DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES142PART II142ITEM 13DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES142ITEM 14MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS142ITEM 15CONTROLS AND PROC

22、EDURES142ITEM 16AAUDIT COMMITTEE FINANCIAL EXPERT144ITEM 16BCODE OF ETHICS144ITEM 16CPRINCIPAL ACCOUNTANT FEES AND SERVICES144ITEM 16DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES145ITEM 16EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS145ITEM 16FCHANGE IN REGIST

23、RANTS CERTIFYING ACCOUNTANT145ITEM 16GCORPORATE GOVERNANCE145ITEM 16HMINE SAFETY DISCLOSURE145ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS145PART III146ITEM 17FINANCIAL STATEMENTS146ITEM 18FINANCIAL STATEMENTS146ITEM 19EXHIBITS146SIGNATURES147Table of Contents1INTRODUC

24、TIONUnless otherwise indicated,references in this annual report on Form 20-F to:“AC”and“DC”refer to alternating current and direct current,respectively;“AUD”and“Australian dollars”refer to the legal currency of Australia;“BRL”and“Brazilian reals”refer to the legal currency of Brazil;“Canadian Solar

25、Inc.”refers to Canadian Solar Inc.,an Ontario,Canada corporation;“China”and the“PRC”refer to the Peoples Republic of China,excluding,for the purposes of this annual report on Form 20-F,Taiwan and the special administrative regions of Hong Kongand Macau;“COD”refers to commercial operation date;“CSI”,

26、“we”,“us”,“our company”and“our”refer to Canadian Solar Inc.,its predecessor entities and its consolidated subsidiaries;“CSI Solar”refers to CSI Solar Co.,Ltd.;“C$”and“Canadian dollars”refer to the legal currency of Canada;“EPC”refers to engineering,procurement and construction;“EU”refers to the Euro

27、pean Union;“FIT”refers to feed-in tariff;“GAAP”refers to generally accepted accounting principles;“Korea”refer to the Republic of Korea,also commonly known as“South Korea”;“OBCA”refers to the Business Corporation Act(Ontario);“O&M services”refers to operation and maintenance services;“PPA”refers to

28、power purchase agreement;“PV”refers to photovoltaic.The photovoltaic effect is a process by which sunlight is converted into electricity;“RMB”and“Renminbi”refer to the legal currency of China;“U.S.”refers to the United States of America;“SEC”refers to the U.S.Securities and Exchange Commission;“shar

29、es”and“common shares”refer to common shares,with no par value,of Canadian Solar Inc.;“THB”and“Thai baht”refer to the legal currency of Thailand;“U.K.”refers to the United Kingdom;“W”,“kW”,“MW”and“GW”refer to watts,kilowatts,megawatts and gigawatts,respectively;“ZAR”and“South African rand”refer to th

30、e legal currency of South Africa.“$”,“US$”and“U.S.dollars”refer to the legal currency of U.S.;“”and“Euros”refer to the legal currency of the Economic and Monetary Union of the European Union;“”,“GBP”and“British pounds”refer to the legal currency of the United Kingdom;“”,“JPY”and“Japanese yen”refer t

31、o the legal currency of Japan;andThis annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31,2020,2021 and 2022 and as of December 31,2021 and 2022.Table of Contents2We use the noon buying rate in The City of New York for cable transfers in

32、Renminbi,Euros,British pounds,Japanese yen,Canadian dollars,Australian dollars,Thai baht,Brazilian reals and SouthAfrican rand per U.S.dollars as certified for customs purposes by the Federal Reserve Bank of New York to translate Renminbi,Euros,British pounds,Japanese yen,Canadian dollars,Australian

33、 dollars,Thai baht,Brazilian reals and South African rand to U.S.dollars not otherwise recorded in our consolidated financial statements and included elsewhere in this annual report on Form 20-F.Unless otherwisestated,the translation of Renminbi,Euros,British pounds,Japanese yen,Canadian dollars,Aus

34、tralian dollars,Thai baht,Brazilian reals and South African rand into U.S.dollars was made by the noon buyingrate in effect on December 30,2022,which was RMB6.8972 to$1.00,0.9348 to$1.00,0.8280 to$1.00,131.8100 to$1.00,C$1.3532 to$1.00,AUD1.4695 to$1.00,THB34.5900 to$1.00,BRL5.2860 to$1.00 and ZAR16

35、.9950 to$1.00.We make no representation that the Renminbi,Euros,British pounds,Japanese yen,Canadian dollars,Australian dollars,Thai baht,Brazilian reals,South African rand orU.S.dollars amounts referred to in this annual report on Form 20-F could have been or could be converted into U.S.dollars,Eur

36、os,British pounds,Japanese yen,Canadian dollars,Australian dollars,Thaibaht,Brazilian reals South African rand or Renminbi,as the case may be,at any particular rate or at all.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Company and Our IndustryFluctuations in exchange rates could adv

37、ersely affect our business,including our financial condition and results of operations.”Table of Contents3FORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains forward-looking statements that relate to future events,including our future operating results,our prospects and our future fi

38、nancial performance and condition,results of operations,business strategy and financial needs,all of which are largely based on our current expectations and projections.These forward-looking statements are made under the“safe harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1

39、995.You can identify these statements by terminology such as“may,”“will,”“expect,”“anticipate,”“future,”“intend,”“plan,”“believe,”“estimate,”“is/are likely to”or similar expressions.Forward-looking statements involve inherent risks and uncertainties.These forward-looking statements include,among oth

40、er things,statements relating to:our expectations regarding the worldwide demand for electricity and the market for solar power;our beliefs regarding the importance of environmentally friendly power generation;our beliefs regarding the value of and ability to monetize our portfolio of solar and batt

41、ery storage projects;our expectations regarding governmental support for solar power;our beliefs regarding the rate at which solar power technologies will be adopted and the continued growth of the solar power industry;our beliefs regarding the competitiveness of our solar power and battery storage

42、products and services;our expectations with respect to increased revenue growth and improved profitability;our expectations regarding the benefits to be derived from our supply chain management and vertical integration manufacturing strategy;our ability to continue developing our in-house solar comp

43、onent production capability and our expectations regarding the timing of the expansion of our internal production capacity;our ability to secure adequate volumes of silicon,solar wafers and cells at competitive cost to support our solar module production;our beliefs regarding the effects of environm

44、ental regulation;our future business development,results of operations and financial condition;competition from other manufacturers of solar power or battery storage products and conventional energy suppliers;our ability to successfully expand our range of products and services and to successfully e

45、xecute plans for our energy business;our ability to develop,build and sell solar and battery storage projects in the U.S.,Canada,Japan,China,the EU,U.K.,Brazil,Mexico,Chile,Colombia,Australia,Taiwan and elsewhere;our ability to develop and operate solar power systems in Brazil,China,the EU and elsew

46、here;and our beliefs with respect to the outcome of the investigations and litigation to which we are a party.Known and unknown risks,uncertainties and other factors may cause our actual results,performance or achievements to be materially different from any future results,performance or achievement

47、sexpressed or implied by forward-looking statements.See“Item 3.Key InformationD.Risk Factors”for a discussion of some of the risk factors that may affect our business and results of operations.Theserisks are not exhaustive.Other sections of this annual report may include additional factors that coul

48、d adversely influence our business and financial performance.Moreover,because we operate in anemerging and evolving industry,new risk factors may emerge from time to time.We cannot predict all risk factors,nor can we assess the impact of all or any of these factors on our business or the extent towh

49、ich any factor,or combination of factors,may cause actual results to differ materially from those expressed or implied in any forward-looking statement.We do not undertake any obligation to update orrevise the forward-looking statements except as required under applicable law.Table of Contents4PART

50、IOur Corporate Structure and Operations in ChinaCanadian Solar Inc.is a corporation governed by the laws of the province of Ontario,Canada with operations in North America,South America,Europe,South Africa,the Middle East,Australia andAsia through our operating subsidiaries in which we have equity o

51、wnership.Through the equity ownership in our subsidiaries,we primarily conduct our manufacturing operations in China and SoutheastAsia,and have made certain investments in solar power system and project assets in China.See“Item 4.Information on the CompanyC.Organizational Structure”for additional in

52、formation on ourcorporate structure,including a list of our significant subsidiaries.Investors in our common shares thus are not purchasing equity interests in our operating subsidiaries,but instead are purchasing equityinterests solely in our Canadian parent company.As used in this annual report,re

53、ferences to“CSI”,“we”,“us”,“our company”or“our”are made as to Canadian Solar Inc.,its predecessor entities and itsconsolidated subsidiaries;references to“Canadian Solar Inc.”are made as to the Canadian parent company only.We are exposed to legal and operational risks associated with having a signifi

54、cant portion of our manufacturing operations in China.We are subject to risks arising from the PRC legal system,includingthe uncertainty in the interpretation and enforcement of the evolving PRC policies,laws and regulations.Recently,the Chinese government initiated a series of regulatory actions an

55、d statements to regulatebusiness operations in China with little advance notice,such as those related to regulatory approvals on offerings conducted overseas,anti-monopoly regulatory actions,and oversight on cybersecurity anddata privacy.Such actions could significantly limit or completely hinder ou

56、r ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations in this nature may cause thevalue of such securities to significantly decline or be worthless.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in China”for additional in

57、formation of the risks associatedwith our operations in China.For example,the recently promulgated PRC Data Security Law and the PRC Personal Information Protection Law in 2021,the Cybersecurity Review Measures issued by the Cyberspace Administrationof China,or the CAC,and several other PRC governme

58、ntal authorities in 2021,as well as the Regulations on Critical Information Infrastructure promulgated by the PRC State Council in 2021,exposeuncertainties and potential additional restrictions on China-based overseas-listed companies.Although we have not been informed that we are identified as a cr

59、itical information infrastructure operator by anygovernmental authorities,we face uncertainties as to whether we will be subject to the oversight of the CAC and how such oversight may impact us.On September 1,2022,Measures for the Security Assessment of Outbound Data Transfers and its guideline Guid

60、e to Applications for Security Assessment of Outbound Data Transfers(First Edition)promulgated by the CAC took effect.According to the aforementioned rule,a data processor is required to apply to the national cyberspace administration for security assessment of outbound data transferthrough local pr

61、ovincial cyberspace administration,if the data processor provides important data abroad.The rule is newly adopted,and it is not certain how the CAC will interpret and enforce it.If we arerequired to go through a security assessment of outbound data transfer,we will receive a notice on assessment res

62、ult after completion of the assessment,and we may be notified to terminate the outbound datatransfer or make rectification as required.In addition,we have to regulate our outbound data transfer activities in accordance with the applicable laws and regulations on the security management of outboundda

63、ta transfer and the relevant requirements specified in the notice on assessment result.For a detailed discussion of the related risks,see“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaFailure to comply with governmental regulations and other legal obligations concerning

64、data protection and cybersecurity may materially and adversely affect our business,as weroutinely collect,store and use data during the conduct of our business.”On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and

65、 relevant supporting guidelines(collectively,the“TrialAdministrative Measures”),which became effective on March 31,2023.According to the Trial Administrative Measures,a PRC domestic company that seeks to offer and list securities in overseas marketsshall fulfill the filing procedure with the CSRC as

66、 per requirement of the Trial Administrative Measures.When a PRC domestic company seeks to directly offer and list securities in overseas markets,theissuer shall file with the CSRC.When a PRC domestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designat

67、e a major PRC domestic operating entity,which shall,as the domestic responsible entity,file with the CSRC.Initial public offerings or listings in overseas markets shall be filed with the CSRC within three working days after the relevant application is submittedoverseas.If an issuer offers securities

68、 in the same overseas market where it has previously offered and listed securities,subsequent filings shall be made with the CSRC within three working days after theoffering is completed.In addition,upon the occurrence of any material event,such as change of control,investigations or sanctions impos

69、ed by overseas securities regulatory agencies or other relevantcompetent authorities,change of listing status or transfer of listing segment,or voluntary or mandatory delisting,after an issuer has offered and listed securities in an overseas market,the issuer shall submit areport thereof to CSRC wit

70、hin three working days after the occurrence and public disclosure of such event.Table of Contents5On February 24,2023,the CSRC,the Ministry of Finance,the National Administration of State Secrets Protection and the National Archives Administration of China issued Provisions on StrengtheningConfident

71、iality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises which took effect on March 31,2023.These provisions extend the scope ofapplication to overseas indirectly listed enterprises.To provide or publicly disclose to the relevant securities

72、 companies,securities service agencies,overseas regulatory authorities and other entities andindividuals,or to provide or publicly disclose,through its overseas listing entities,any document or material involving State secrets or work secrets of State agencies,a PRC domestic enterprise shall strictl

73、ygo through the corresponding procedures,and when providing documents and materials to the relevant securities companies and securities service agencies,PRC domestic enterprises shall provide therelevant securities companies and securities service agencies with a written statement on the secrets.The

74、 relevant securities companies or securities service agencies shall properly retain the foregoing writtenstatement for future reference.A PRC domestic enterprise shall perform the corresponding procedures in accordance with the relevant provisions of the Chinese government,if it provides accounting

75、recordsor photocopies of accounting records to entities and individuals such as the relevant securities companies,securities service agencies and overseas regulatory authorities.According to the Trial Administrative Measures,PRC domestic companies that have already been listed overseas before March

76、31,2023 shall be deemed as existing issuers.Due to the fact that ourcommon shares have been listed on the Nasdaq Global Select Market,we are deemed as an existing issuer,and thus are currently not required to obtain permission or approval from any of the PRC authoritiesincluding the CSRC or the CAC

77、or to complete the filing procedures with the CSRC for our historical securities offerings pursuant to the Trial Administrative Measures.Pursuant to the Trial Administrative Measures,we may be required to submit filings to the CSRC in the event that we conduct any securities offerings in the future.

78、It is uncertain whether we will be required to obtain permission from the PRC government to maintain our listing status on U.S.exchanges or continue to offer our securities to investors in the future,andeven when such permission is obtained,whether it will be later denied or rescinded.For a detailed

79、 discussion of the related risks,see“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaAny actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers couldsignificantly lim

80、it or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.”Furthermore,with the trend of strengthening anti-monopoly supervision around the world,the PRC government has promulgated new anti

81、-monopoly and competition laws and regulations andstrengthened the enforcement under these laws and regulations,paying more attention to corporate compliance.On February 7,2021,the Anti-monopoly Commission of the State Council of the PRCpromulgated the Guidelines for Anti-monopoly in the field of Pl

82、atform Economy,which stipulates that any concentration of undertakings involving variable interest entities in Internet industry is subject toanti-monopoly review.On November 15,2021,the State Administration for Market Regulation of the PRC promulgated the Guidelines for the Overseas Anti-monopoly C

83、ompliance of Enterprises.Althoughwe believe that these regulations have little impact on us,there remain uncertainties as to how the laws,regulations and guidelines recently promulgated will be interpreted and implemented.We cannotguarantee that regulators will agree with us or that our business ope

84、rations comply with such regulations and authorities requirements in all respects.If any non-compliance is raised by relevant authoritiesand determined against us,we may be subject to fines and other penalties.For a detailed discussion of the related risks,see“Item 3.Key InformationD.Risk FactorsRis

85、ks Related to Doing Business inChinaThe rules and regulations in China can change quickly with little advance notice.Uncertainties with respect to the Chinese legal system,as well as changes in any government policies,laws andregulations,could adversely affect the overall economy in China or our ind

86、ustry,which could harm our business.”Risks and uncertainties arising from the Chinese legal system,including risks and uncertainties that the rules and regulations may be inconsistent and change quickly with little advance notice and that theChinese government may intervene or influence the operatio

87、ns of our PRC subsidiaries at any time,could result in a material change in our operations and the value of our securities.In addition,implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline.For a detailed discuss

88、ion of the related risks,see“Item 3.KeyInformationD.Risk FactorsRisks Related to Doing Business in ChinaThe rules and regulations in China can change quickly with little advance notice.Uncertainties with respect to the Chinese legalsystem,as well as changes in any government policies,laws and regula

89、tions,could adversely affect the overall economy in China or our industry,which could harm our business.”and“Item 3.KeyInformationD.Risk FactorsRisks Related to Doing Business in ChinaThe Chinese government has exercised and continues to exercise substantial control over virtually every sector of th

90、e Chineseeconomy.It may intervene or influence the operations of our PRC subsidiaries at any time,which could result in a material change in our operations and the value of our securities.”Table of Contents6The Holding Foreign Companies Accountable ActOn December 2,2021,the SEC adopted final amendme

91、nts implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act,or the HFCAA.The finalamendments establish the SECs procedures for determining whether a registrant is a“Commission-Identified Issuer”under the HFCAA and prohibiting the trading of Commission

92、-Identified Issuerssecurities.If the SEC determines that we are a Commission-Identified Issuer under the HFCAA for three consecutive years,or if the audit report filed as part of our annual report with the SEC is otherwisedeemed not to be in compliance with the requirements of the Exchange Act due t

93、o the Public Company Accounting Oversight Board,or the PCAOBs inability to inspect our auditor,the SEC will prohibit ourcommon shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.In the event of such determination,the Nasdaq is expected to

94、delist our commonshares.On December 16,2021,the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong,and identifies the registered public accounting firm

95、s in mainland China and Hong Kong that are subject to such determinations.Our auditor,Deloitte Touche TohmatsuCertified Public Accountants LLP,the independent registered public accounting firm that issues the audit report included in the Form 20-F,is located in China and is included in the list of P

96、CAOB identifiedfirms in the determination report issued in December 2021.Consequently,we were conclusively identified as a“Commission-Identified Issuer”on May 26,2022.On August 26,2022,the PCAOB announced that it signed a Statement of Protocol with the CSRC and the Ministry of Finance,which it descr

97、ibed as the first step toward opening access for the PCAOBto inspect and investigate completely registered public accounting firms in mainland China and Hong Kong.On December 15,2022,the PCAOB announced that it has secured complete access to inspect andinvestigate completely PCAOB-registered public

98、accounting firms headquartered in mainland China and Hong Kong.The PCAOB also vacated its previous determinations issued on December 16,2021.Therefore,our auditor is currently able to be fully inspected and investigated by the PCAOB.For this reason,we do not expect to be identified as a Commission-I

99、dentified Issuer under the HFCAA after wefile this annual report on Form 20-F for the fiscal year ended December 31,2022.Until such time as the PCAOB issues any new determination,we do not expect our securities to be subject to a tradingprohibition under the HFCAA.On December 29,2022,the Consolidate

100、d Appropriations Act,2023 was signed into law,which,among other things,amended the HFCAA to reduce to number of consecutive years an issuer can beidentified a Commission-Identified Issuer before the SEC must impose an initial trading prohibition on the issuers securities from three years to two year

101、s.Therefore,once an issuer is identified as aCommission-Identified Issuer for two consecutive years,the SEC is required under the HCFAA to prohibit the trading of the issuers securities on a national securities exchange and in the over-the-countermarket.Each year,the PCAOB will determine whether it

102、can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the futurethat it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm hea

103、dquartered in one of these jurisdictions to issue anaudit report on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.Inaccordance with the HFCAA,our securities woul

104、d be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as aCommission-Identified Issuer for two consecutive years in the future.The delisting of our common shares,or the threat of their being delisted,ma

105、y materially and adversely affect the value of yourinvestment.For a detailed discussion of the related risks,see“Item 3.Key InformationD.Risk FactorsRisks Related to Our Company and Our IndustryOur common shares may be prohibited fromtrading in the United States under the HFCAA in the future if it i

106、s later determined that the PCAOB is unable to inspect or investigate completely our auditor.The delisting of our common shares,or the threatof their being delisted,may materially and adversely affect the value of your investment.”ITEM 1 IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSNot applic

107、able.ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.Table of Contents7ITEM 3 KEY INFORMATIONRisks Related to Doing Business in ChinaCanadian Solar Inc.is a corporation governed by the laws of the province of Ontario,Canada with operations in North America,South America,Europe,South Afr

108、ica,the Middle East,Australia andAsia through our operating subsidiaries in which we have equity ownership.Through the equity ownership in our subsidiaries,we primarily conduct our manufacturing operations in China and SoutheastAsia,and have made certain investments in solar power system and project

109、 assets in China.As a result,we are subject to significant regulatory,liquidity,and enforcement risks relating to doing business inChina,including,but not limited to,the following:The enforcement of the labor contract law and increases in labor costs in the PRC may adversely affect our business and

110、our profitability.The increase or decrease in tax benefits from local tax bureau could affect our total PRC taxes payments,which could have a material and adverse impact on our financial condition and results ofoperations.There are significant uncertainties regarding our tax liabilities with respect

111、 to our income under the EIT Law.Dividends paid by us to our non-PRC shareholders and gains on the sale of our common shares by our non-PRC shareholders may be subject to PRC enterprise income tax liabilities or individualincome tax liabilities.Restrictions on currency exchange may limit our ability

112、 to receive and use our revenues effectively.The rules and regulations in China can change quickly with little advance notice.Uncertainties with respect to the Chinese legal system,as well as changes in any government policies,laws andregulations,could adversely affect the overall economy in China o

113、r our industry.The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy.It may intervene or influence the operations of our PRCsubsidiaries at any time,which could result in a material change in our operations and the value

114、 of our securities.Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and

115、 cause the value of our securities to significantly decline or be worthless.Failure to comply with governmental regulations and other legal obligations concerning data protection and cybersecurity may materially and adversely affect our business,as we routinely collect,store and use data during the

116、conduct of our business.You may have difficulty enforcing judgments obtained against us.For further details,see“D.Risk FactorsRisks Related to Doing Business in China”and“D.Risk FactorsRisks Related to Our Common Shares.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our

117、business in the PRC through our PRC subsidiaries.Our operations in the PRC are governed by PRC laws and regulations.We are required to obtain or complete construction enterpriseand engineering qualifications,electric power business permit,work safety license,registration of foreign trade operator op

118、erators,and registration certificates of customs declaration entity to operate ourbusiness in China.As of the date of this annual report,we believe that our PRC subsidiaries have obtained and completed all requisite permissions and registrations for our operations in all material aspectsfrom relevan

119、t PRC authorities and none of the requisite permission or registrations for our operations in all material aspects have been denied by relevant PRC authorities.However,given the uncertainties ofinterpretation and implementation of relevant laws and regulations and the enforcement practice by governm

120、ent authorities,we cannot assure you that we have obtained all the permits or licenses required forconducting our business in the PRC.In connection with historical offering of our securities in the United States,under the PRC laws and regulations currently in effect,we are not aware of any PRC laws

121、or regulations which explicitlyrequire us to obtain any permission from the CSRC or other Chinese authorities.We believe that we and our PRC subsidiaries(i)are not required to obtain permissions from the CSRC,(ii)are not required togo through cybersecurity review by the CAC under the Cybersecurity R

122、eview Measures,and(iii)have not received or were denied such requisite permissions by any PRC authority.Table of Contents8However,we cannot guarantee that the regulators will agree with us.In particular,there remain uncertainties as to how PRC government will regulate overseas securities offerings a

123、nd oversea listings ingeneral,as well as how related regulations will be interpreted or implemented.Although we intend to closely monitor the relevant regulatory environment and fully comply with the regulations or policies thathave been issued by the CSRC,CAC,or other PRC authorities to date,we can

124、not assure you that we will be able to fully comply with requirements to obtain any permissions and approvals from PRCauthorities that may be in effect for the future.If we or our PRC subsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permiss

125、ions or approvals are not required,or(iii)are required to obtainpermissions or approvals in the future in the event of a change to the applicable laws,regulations,or interpretations,but we fail to obtain such permissions or approvals in a timely manner,or at all,we mayface adverse actions or sanctio

126、ns by PRC regulatory authorities,which may include fines and penalties on our operations in China,order to suspend our PRC subsidiaries businesses,and other actions thatcould have an adverse effect on our business.Furthermore,our ability to offer or continue to offer securities to investors may be s

127、ignificantly limited or completely hindered,and the value of our securitiesmay significantly decline or be worthless.In addition,the PRC government has promulgated certain regulations and rules to exert more oversight and control over offerings that are conducted overseas and/or foreign investment.O

128、n February 17,2023,the CSRC issued the Trial Administrative Measures,which became effective on March 31,2023.According to the Trial Administrative Measures,PRC domestic companies that directly or indirectlyoffer or list their securities in an overseas market are required to file with the CSRC.In add

129、ition,an overseas listed company must also submit the filing with respect to its follow-on offerings,issuance ofconvertible corporate bonds and exchangeable bonds,and other equivalent offering activities,within a specified time frame under the Trial Administrative Measures.According to the Trial Adm

130、inistrative Measures,PRC domestic companies that have already been listed overseas before March 31,2023 shall be deemed as existing issuers.Due to the fact that ourcommon shares have been listed on the Nasdaq Global Select Market,we are deemed as an existing issuer,and thus are currently not require

131、d to obtain permission or approval from any of the PRC authoritiesincluding the CSRC or the CAC or to complete the filing procedures with the CSRC for our historical securities offerings pursuant to the Trial Administrative Measures.Pursuant to the Trial Administrative Measures,we may be required to

132、 submit filings to the CSRC in the event that we conduct any securities offerings in the future.For a detailed discussion of the related risks,see“D.Risk FactorsRisks Related to Doing Business in ChinaAny actions by the Chinese government to exert more oversight and control overofferings that are co

133、nducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and causethe value of our securities to significantly decline or be worthless.”and“D.Risk FactorsRisks Related to Doing B

134、usiness in ChinaFailure to comply with governmental regulations and other legalobligations concerning data protection and cybersecurity may materially and adversely affect our business,as we routinely collect,store and use data during the conduct of our business.”Cash and Asset Flows through Our Org

135、anizationWe conduct operations in North America,South America,Europe,South Africa,the Middle East,Australia and Asia through our operating subsidiaries in which we have equity ownership.Ourmanufacturing operations are conducted through our subsidiaries primarily in China and Southeast Asia in which

136、we have equity ownership and a substantial part of our revenues,expenses,cash and cashequivalent,and restricted cash are denominated in Renminbi.Cash may be transferred within our consolidated group by way of funds to our subsidiaries,either in the form of capital contributions,working capital cash

137、advances or working capital payable,directlyor through intermediate holding companies.Canadian Solar Inc.may provide loans to its subsidiaries and vice versa,and our subsidiaries may make dividends or other distributions to Canadian Solar Inc.,directly or through intermediate holding companies.These

138、 cash transfers factor the capital and liquidity needs of our subsidiaries,and are subject to our internal approval processes and funding arrangements,taking into account local regulations and tax laws.We have not faced restrictions or limitations in our ability to transfer cash between subsidiaries

139、 in countries where we earn and hold significant cash,orcontinue to make significant investments.In 2020,we announced our plan to carve-out and publicly list our legacy Module and System Solutions subsidiary,CSI Solar Co.,Ltd.(“CSI Solar”),in China(“the IPO”).In preparation for the IPO,wetransferred

140、 our China solar power system and project assets from CSI Solar to our Global Energy business for a cash consideration of$19.2 million in 2021.Table of Contents9Canadian Solar Inc.transferred an aggregate of$391.3 million,$339.6 million and$187.5 million of cash in the form of capital contributions

141、and loans to our subsidiaries in 2020,2021 and 2022,respectively.Canadian Solar Inc.further transferred an aggregate$206.9 million in 2021,and received an aggregate$287.9 million and$11.0 million in 2020 and 2022,of cash related to net working capitaladvances to subsidiaries.These transfers were mad

142、e to our Global Energy subsidiaries primarily for solar and battery storage projects.Apart from these transfers to our Global Energy subsidiaries,$20.0million was transferred as capital contribution to CSI Solar in 2020,prior to its carve-out IPO plan.There were no transfers made to the other PRC su

143、bsidiaries.Our PRC operations are generally fundedthrough the revenue cash flows from the sales of solar modules,solar system kits and battery storage solutions,and domestic borrowings within CSI Solar.Canadian Solar Inc.received an aggregate of$20.5 million,$533.8 million and$172.6 million of cash

144、in 2020,2021 and 2022,respectively,from repayment of loans by our Global Energy subsidiaries.Canadian Solar Inc.further transferred$340.5 million and$42.2 million in 2020 and 2021,respectively,and received an aggregate$38.6 million in 2022,of cash related to net working capital payable to ourGlobal

145、Energy subsidiaries.There were no cash proceeds nor distribution received from PRC subsidiaries in 2020,2021 and 2022,and Canadian Solar Inc.received an aggregate of$49.6 million of cashrelated to a loan from a Global Energy subsidiary in 2022.In addition,we conduct regular procurement transactions

146、with CSI Solars subsidiaries related to purchase of modules and battery storage solutions for our Global Energy projects.Prior to the completion of the carve-out IPO restructuring,CSI Solar paid a one-time dividend of RMB847.6 million($123.5 million)to Canadian Solar Inc.in 2020.This transaction was

147、 subjected to a10%withholding income tax rate of RMB84.8 million($12.4 million)based on the EIT Law and its implementation rules.There have not been any transfers,dividends,or distributions from CSI to our U.S.investors to date.Our ability to pay dividends,if any,to our shareholders and to service a

148、ny debt we may incur will depend upon dividends paid by and loan repayment or distributions by our subsidiaries.Under PRC lawsand regulations,our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to us.In

149、particular,our PRC subsidiaries arerequired to set aside no less than 10%of profit after tax as appropriations to the general reserve and other statutory reserves.These reserves,together with the registered capital,are not distributable as cashdividends except in the event of liquidation and with ap

150、proval from the local PRC government.As of December 31,2022,these restricted net assets in the PRC amounted to$658.2 million.Furthermore,ourPRC subsidiaries are subject to restrictions on currency exchange.Under existing PRC foreign exchange regulations,payments of current account items,including pr

151、ofit distributions,interest payments andexpenditures from trade-related transactions,can be made in foreign currencies without prior approval from the Peoples Bank of China and PRC State Administration of Foreign Exchange,or SAFE,bycomplying with certain procedural requirements.However,the relevant

152、PRC governmental authorities may limit or eliminate our PRC subsidiaries ability to purchase foreign currencies in the future forcurrent account transactions.Since a significant amount of our future revenues and cash flow will be generated under our PRC subsidiaries,and most of our cash and cash equ

153、ivalents and restricted cash aredenominated in Renminbi,any existing and future restrictions on dividend or currency exchange may limit our ability to utilize cash generated by our PRC subsidiaries to fund our business activities outsideof the PRC or pay dividends in foreign currencies.In other coun

154、tries where we earn and hold significant cash,or continue to make significant investments,we believe there are no significant restrictions or limitations on foreign exchange,our ability totransfer cash between entities across borders or to U.S.investors,or our ability to distribute earnings from our

155、 subsidiaries.Changes in business environments,debt instruments entered into by oursubsidiaries,regulatory changes,and limitations under PRC laws and regulations and other developments outside of our control may prevent some or all of our subsidiaries from making distributions orpayments to us in th

156、e future.The Holding Foreign Companies Accountable ActOn December 2,2021,the SEC adopted final amendments implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act,or the HFCAA.The finalamendments establish the SECs procedures for determining whether a

157、registrant is a“Commission-Identified Issuer”under the HFCAA and prohibiting the trading of Commission-Identified Issuerssecurities.If the SEC determines that we are a Commission-Identified Issuer under the HFCAA for three consecutive years,or if the audit report filed as part of our annual report w

158、ith the SEC is otherwisedeemed not to be in compliance with the requirements of the Exchange Act due to the Public Company Accounting Oversight Board,or the PCAOBs inability to inspect our auditor,the SEC will prohibit ourcommon shares from being traded on a national securities exchange or in the ov

159、er-the-counter trading market in the U.S.In the event of such determination,the Nasdaq is expected to delist our commonshares.Table of Contents10On December 16,2021,the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely PCAOB-registered

160、public accounting firms headquartered inmainland China and Hong Kong,and identifies the registered public accounting firms in mainland China and Hong Kong that are subject to such determinations.Our auditor,Deloitte Touche TohmatsuCertified Public Accountants LLP,the independent registered public ac

161、counting firm that issues the audit report included in the Form 20-F,is located in China and is included in the list of PCAOB identifiedfirms in the determination report issued in December 2021.Consequently,we were conclusively identified as a“Commission-Identified Issuer”on May 26,2022.On August 26

162、,2022,the PCAOB announced that it signed a Statement of Protocol with the CSRC and the Ministry of Finance,which it described as the first step toward opening access for the PCAOBto inspect and investigate completely registered public accounting firms in mainland China and Hong Kong.On December 15,2

163、022,the PCAOB announced that it has secured complete access to inspect andinvestigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong.The PCAOB also vacated its previous determinations issued on December 16,2021.Therefore,our auditor is currently abl

164、e to be fully inspected and investigated by the PCAOB.For this reason,we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after wefile this annual report on Form 20-F for the fiscal year ended December 31,2022.Until such time as the PCAOB issues any new determination,

165、we do not expect our securities to be subject to a tradingprohibition under the HFCAA.On December 29,2022,the Consolidated Appropriations Act,2023 was signed into law,which,among other things,amended the HFCAA to reduce to number of consecutive years an issuer can beidentified a Commission-Identifie

166、d Issuer before the SEC must impose an initial trading prohibition on the issuers securities from three years to two years.Therefore,once an issuer is identified as aCommission-Identified Issuer for two consecutive years,the SEC is required under the HCFAA to prohibit the trading of the issuers secu

167、rities on a national securities exchange and in the over-the-countermarket.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the futurethat it no longer has full access

168、 to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue anaudit report on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following

169、the filing of the annual report on Form 20-F for the relevant fiscal year.Inaccordance with the HFCAA,our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as aCommission-Identified I

170、ssuer for two consecutive years in the future.The delisting of our common shares,or the threat of their being delisted,may materially and adversely affect the value of yourinvestment.For a detailed discussion of the related risks,see“Item 3.Key InformationD.Risk FactorsRisks Related to Our Company a

171、nd Our IndustryOur common shares may be prohibited fromtrading in the United States under the HFCAA in the future if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor.The delisting of our common shares,or the threatof their being delisted,may materially

172、 and adversely affect the value of your investment.”AReservedBCapitalization and IndebtednessNot applicable.CReasons for the Offer and Use of ProceedsNot applicable.Table of Contents11DRisk FactorsRisks Related to Our Company and Our IndustryWe may be adversely affected by volatile solar power marke

173、t and industry conditions;in particular,the demand for our solar power and battery storage products and services may decline,which mayreduce our revenues and earnings.Our business is affected by conditions in the solar power market and industry.We believe that the solar power market and industry may

174、 from time to time experience oversupply.When this occurs,manysolar power project developers,solar system installers and solar power product distributors that purchase solar power products,including solar modules from manufacturers like us,may be adversely affected.Our shipments of solar modules inc

175、reased in 2021 compared to 2020,and further increased in 2022.The average selling prices for our solar modules declined from the previous year in 2020 but increased in2021 and in 2022.If the supply of solar modules grows faster than demand and if governments continue to reduce financial support for

176、the solar industry and impose trade barriers for solar power products,demand and the average selling price for our products could be materially and adversely affected.The solar power market is still at a relatively early stage of development,and future demand for solar power products and services is

177、 uncertain.Market data for the solar power industry is not as readilyavailable as for more established industries,where trends are more reliably assessed from data gathered over a longer period of time.In addition,demand for solar power products and services in our largestend markets,including the U

178、.S.,Europe,Japan,China,Brazil and India,may not develop or may develop to a lesser extent than we anticipate.Many factors may affect the viability of solar power technologyand the demand for solar power products,including:the cost-effectiveness,performance and reliability of solar power products and

179、 services,including our solar and battery storage projects,compared to conventional and other renewable energy sourcesand products and services;the availability of government incentives to support the development of the solar power industry;the availability and cost of capital,including long-term de

180、bt and tax equity,for solar and battery storage projects;the success of other alternative energy technologies,such as wind power,hydroelectric power,clean hydrogen,geothermal power and biomass fuel;fluctuations in economic and market conditions that affect the viability of conventional and other ren

181、ewable energy sources,such as increases or decreases in the prices of oil,gas and other fossil fuels;capital expenditures by end users of solar power and battery storage products and services,which tend to decrease when the economy slows;and the availability of favorable regulation for solar power w

182、ithin the electric power industry and the broader energy industry.If solar power and battery storage technology is not suitable for widespread adoption or if sufficient demand for solar power and battery storage products and services does not develop or takes longer todevelop than we anticipate,our

183、revenues may suffer and we may be unable to sustain our profitability.The operating results of our project development business within Global Energy segment and the mix of revenues from our CSI Solar and Global Energy segments may be subject to significantfluctuation due to a number of factors,inclu

184、ding the unpredictability of the timing of the development and sale of our solar and battery storage projects and our inability to find third party buyers forour projects in a timely manner,on favorable terms and conditions,or at all.Our Global Energy segment develops,sells and/or operates and maint

185、ains solar and battery storage projects primarily in the U.S.,Brazil,Chile,the U.K.,the EU,Japan,China,Taiwan and Australia.Ourproject development activities have grown over the past several years through a combination of organic growth and acquisitions.After completing their development,we either s

186、ell our solar power or batterystorage projects to third party buyers,or operate them under PPAs or other contractual arrangements with utility companies or grid operators.Revenues from our Global Energy segment increased by$397.9million,or 55%,to$1,124.1 million for the year ended December 31,2021 a

187、nd then decreased by$302.6 million,or 26.9%,to$821.5 million for the year ended December 31,2022.We intend to grow ourvolume of project sales while optimizing our project monetization strategy by establishing local investment vehicles that will help maximize the value of our project assets and captu

188、re additional operationalvalue throughout the partial ownership period,including long-term income from power sales,O&M,asset management and other services.We also intend to monetize certain of our projects before they reachCOD.However,there is no assurance whether or when we will be able to realize

189、their estimated resale value.Also,from time to time,we may reclassify project assets as solar power systems as the intentionon these projects transition to be held on our balance sheet for the purpose of generating long-term electricity income.Table of Contents12The operating results of our energy b

190、usiness may be subject to significant period-over-period fluctuations for a variety of reasons,including but not limited to the unpredictability of the timing of thedevelopment and sale of our solar and battery storage projects,changes in market conditions after we have committed to projects,availab

191、ility of financing for our projects and changes in governmentregulations and policies,all of which may result in the cancellation of or delays in the development of projects,inability to monetize or delays in monetizing projects or changes in amounts realized onmonetization of projects.If a project

192、is canceled,abandoned or deemed unlikely to occur,we will charge all prior capital costs as an operating expense in the quarter in which such determination is made,which could materially adversely affect operating results.Further,the mix of revenues from our CSI Solar and Global Energy segments can

193、fluctuate dramatically from quarter to quarter,which may adversely affect our margins and financial results in any givenperiod.Any of the foregoing may cause us to miss our financial guidance for a given period,which could adversely impact the market price for our common stock and our liquidity.The

194、execution of our growth strategy depends upon the continued availability of third-party financing arrangements for our customers,which is affected by general economic conditions.Tight creditmarkets could depress demand or prices for solar power and battery storage products and services,hamper our ex

195、pansion and materially affect our results of operations.Most solar and battery storage projects,including our own,require financing for development and construction with a mixture of equity and third-party funding.The cost of capital affects both thedemand and price of solar power and battery storag

196、e systems.A high cost of capital may materially reduce the internal rate of return for solar and battery storage projects and therefore put downward pressureon the prices of solar systems,solar modules and battery storage systems,which typically comprise a major part of the cost of solar and battery

197、 storage projects.Furthermore,solar and battery storage projects compete for capital with other forms of fixed income investments such as government and corporate bonds.Some classes of investors compare the returnsof solar and battery storage projects with bond yields and expect a similar or higher

198、internal rate of return,adjusted for risk and liquidity.Higher interest rates could increase the cost of existing funding andpresent an obstacle for future funding that would otherwise spur the growth of the solar power and battery storage industry.Moreover,as a result of the effects of inflation in

199、 the global economy,certaingovernmental authorities responsible for administering monetary policy have recently increased,and are likely to continue to increase,applicable central bank interest rates,which could increase the costsrequired to obtain debt financing in the future or refinance current i

200、ndebtedness.In addition,higher bond yields could result in increased return expectations for solar and battery storage projects,which wouldresult in lower sale prices.In the event that suitable funding is unavailable,our customers may be unable to pay for products they have agreed to purchase.It may

201、 also be difficult to collect payments fromcustomers facing liquidity challenges due to either customer defaults or financial institution defaults on project loans.Unfavorable credit markets may impede our expansion plans and materially andadversely affect our results of operations.The cash flow of

202、a solar power or battery storage project may be derived from government-funded or government-backed FITs.Consequently,the availability andcost of funding solar and battery storage projects is determined in part based on the perceived sovereign credit risk of the country where a particular project is

203、 located.In light of the uncertainty in the global credit and lending environment,we cannot make assurances that financial institutions will continue to offer funding to solar and battery storage project developersat reasonable costs.An increase in interest rates or a decrease in funding of capital

204、projects within the global financial market could make it difficult to fund solar power and battery storage systems andpotentially reduce the demand for solar modules and battery storage systems and/or reduce the average selling prices for solar modules and battery storage systems,which may material

205、ly and adversely affectour business,results of operations,financial condition and prospects.Our future success depends partly on our ability to expand the development pipeline of our energy business in several key markets,which exposes us to a number of risks and uncertainties.Historically,our sales

206、 of modules,solar system kits,and other services have accounted for the majority of our net revenues.We have,in recent years,increased our investment in our energy business,which primarily consists of solar power and battery storage project development and sale,O&M and asset management services,and

207、sale of electricity generated by our solar power systems.Table of Contents13While we plan to continue to monetize our current portfolio of solar and battery storage projects in operation,we also intend to grow our energy business by developing and selling or operating moresolar and battery storage p

208、rojects that we develop.As we do,we will be increasingly exposed to the risks associated with these activities.Further,our future success largely depends on our ability to expandour solar power and battery storage project development pipeline.The risks and uncertainties associated with our energy bu

209、siness,and our ability to expand our solar power and battery storage projectdevelopment pipeline,include:the uncertainty of being able to sell the projects,receive full payment for them upon completion,or receive payment in a timely manner;the need to raise significant additional funds to develop gr

210、eenfield or purchase late stage solar and battery storage projects,which we may be unable to obtain on commercially reasonable terms or atall;delays and cost overruns as a result of a number of factors,many of which are beyond our control,including construction and procurement price inflation,delays

211、 in regulatory approvals,gridconnection,supply chain of our suppliers or availability of components,construction and installation,and customer acceptance testing;delays or denial of required regulatory approvals by relevant government authorities,as a result of,among others,poor management of permit

212、ting process,including lack or resources and opaquenessof administrative measures;diversion of significant management attention and other resources;and failure to execute our project development pipeline expansion plan effectively.If we are unable to successfully expand our energy business,and,in pa

213、rticular,our solar and battery storage project development pipeline,we may be unable to expand our business,maintain ourcompetitive position,improve our profitability and generate cash flows.Governments may revise,reduce or eliminate incentives and policy support schemes for solar and battery storag

214、e power,which could cause demand for our products to decline.Historically,the market for on-grid applications,where solar power supplements the electricity a customer purchases from the utility network or sells to a utility under a FIT,depends largely on theavailability and size of government subsid

215、y programs and economic incentives.Until recently,the cost of solar power exceeded retail electricity rates in many locations.Government incentives vary bygeographic market.Governments in many countries provided incentives in the form of FITs,rebates,tax credits,renewable portfolio standards,auction

216、s for Contracts for Difference(“CfDs”),Feed-inPremium(“FIP”)and other incentives.These governments implemented mandates to end-users,distributors,system integrators and manufacturers of solar power products to promote the use of solar energyin on-grid applications and to reduce dependency on other f

217、orms of energy.However,these government mandates and economic incentives in many markets either have been or are scheduled to be reduced oreliminated altogether,and it is likely that eventually incentives for solar and alternative energy technologies will be phased out completely.Over the past few y

218、ears,the cost of solar energy has generallydeclined,and the industry has become less dependent on government incentives.However,governments in some of our largest markets have expressed their intention to continue supporting various forms of“green”energies,including solar power,as part of broader po

219、licies towards the reduction of carbon emissions.The governments in many of our largest markets,including the United States and a number ofthe states of the European Union(including without limitation,Italy,France,Germany,Spain and Poland)continue to provide incentives and policy support schemes for

220、 investments in solar power and energystorage that will directly benefit the solar and energy storage industry.In the United States,renewable energy projects currently benefit from various federal,state and local governmental incentives,such as ITCs,PTCs and Renewable Portfolio Standards(“RPS”)progr

221、ams,accelerated tax depreciation,and other incentives provided for under the Inflation Reduction Act of 2022(“IRA”),signed into law on August 16,2022.The provisions of the IRA are intended to,among otherthings,incentivize domestic clean energy investment,manufacturing and production.The IRA includes

222、 provisions that provide incentives for clean energy through enhancement of the Investment Tax Credit(“ITC”)program,enablement of solar energy projects to also utilize the Production Tax Credit(“PTC”)program and availability of advanced manufacturing tax production credit pursuant to Section 45X oft

223、he Internal Revenue Code for solar modules and solar module components manufactured in the United States and sold to third parties.Such credit,which may be refundable or transferable to a third party,isavailable through 2032,subject to phase down beginning in 2030.Under the current legislative frame

224、work,most solar and energy storage projects are expected to qualify for the PTCs or ITCs at least throughthe end of 2032.The IRA provisions is further expected to expand the ITC to include stand-alone energy storage projects and introduce the ability of asset owners to transfer tax credits created u

225、nder the IRAto third parties,which is expected to help address the lack of sufficient tax equity capacity.We view the enactment of the IRA as favorable for the overall business climate for solar and battery storageindustry,however,we are continuing to evaluate the overall impact and applicability of

226、 the IRA to our current and planned business and the markets in which we seek to sell our products and services.Table of Contents14As to Europe,a number of European countries(notably,Germany,France,Italy,Spain and Poland)continue to support realization of solar projects through incentive schemes and

227、 auctions,withadditional limitations and regulations on agricultural land as compared to industrial and commercial zones,and the enactment of new laws in order to simplify the permitting process and enhanceadministrative resources to promote renewable energy sources.The European Union is in the proc

228、ess of revising the Renewable Energy Directive that may provide additional support for solar and energystorage development,though the final outcome of these discussions is uncertain.As to Japan,new FIP scheme has been effectively implemented in April 2022.This new scheme ensures investment incentive

229、sfor power producers by allowing them to receive premium based on the unit price in addition to the sales revenue from the transactions at the power exchange or through the power purchase agreements,andsuch premium is calculated by deducting reference price based on the market price from the base pr

230、ice.We believe that the near-term growth of the market partially depends on the availability and size ofsuch government incentives.While solar and battery storage projects may continue to offer attractive internal rates of return,it is unlikely that these rates will be as high as they were in the pa

231、st.If internal rates of return fall below anacceptable rate for project investors,and governments continue to reduce or eliminate incentives for solar and battery storage power,this may cause a decrease in demand and considerable downward pressureon solar systems and therefore negatively impact both

232、 solar module prices and the value of our solar and battery storage projects.The reduction,modification or elimination of government incentives in oneor more of our markets could therefore materially and adversely affect the growth of such markets or result in increased price competition,either of w

233、hich could cause our revenues to decline and harm ourfinancial results.Imposition of antidumping and countervailing duty orders or safeguard measures in one or more markets may result in additional costs to our customers,which could materially or adversely affect ourbusiness,results of operations,fi

234、nancial conditions and future prospects.We have been,and may be in the future,subject to the imposition of antidumping and countervailing duty orders or safeguard measures in one or more of the markets in which we sell our products.In thepast,we were subject to the imposition of antidumping and coun

235、tervailing duty orders and safeguard measures in the U.S.,the EU,and Canada and have,as a result,been party to lengthy proceedings relatedthereto.See“Item 8.Financial InformationA.Consolidated Statements and Other Financial InformationLegal and Administrative Proceedings.”The U.S.,the EU,the U.K.and

236、 Canada are importantmarkets for us.Ongoing proceedings relating to past,and the imposition of any new,antidumping and countervailing duty orders or safeguard measures in these markets may result in additional costs to usand/or our customers,which may materially and adversely affect our business,res

237、ults of operations,financial conditions and future prospects.General global economic conditions may have an adverse impact on our operating performance and results of operations.The demand for solar power and battery storage products and services is influenced by macroeconomic factors,such as global

238、 economic conditions(e.g.interest rates,foreign exchange rates andinflation),demand for electricity,supply and prices of other energy products,such as oil,coal and natural gas,as well as government regulations and policies concerning the electric utility industry,clean andother alternative energy in

239、dustries and the environment.There can be no assurance that we will be able to recover any increase in our costs as a result of recent inflationary pressures,by increasing prices,which in turn would increase our operating costs.As a result of global economic conditions,some governments may implement

240、 measures that reduce the FITs and other incentives designed to benefit the solarindustry.A decrease in solar power tariffs or wholesale electricity in many markets placed downward pressure on the price of solar and battery storage systems in those and other markets.In addition,reductions in oil and

241、 coal prices may reduce the demand for and the prices of solar power and battery storage products and services.Our growth and profitability depend on the demand for and the prices ofsolar power products and services.If we experience negative market and industry conditions and demand for solar and ba

242、ttery storage projects and solar power and battery storage products and servicesweakens as a result,our business and results of operations may be adversely affected.Table of Contents15Our project development and construction activities may not be successful,projects under development may not receive

243、 required permits,property rights,EPC agreements,interconnection andtransmission arrangements,and financing or construction of projects may not commence or continue as scheduled,all of which could increase our costs,delay or cancel a project,and have a materialadverse effect on our revenue and profi

244、tability.The development and construction of solar and battery storage projects involve known and unknown risks,many of which are not under our sole control.For example,we may be required to investsignificant amounts of money for land and interconnection rights,preliminary engineering and permitting

245、 and may incur legal and other expenses before we can determine whether a project is feasible;wemay also need to engage and rely on third parties including,but not limited to,contractors and consultants.Success in developing a particular project is contingent upon,among other things:securing land ri

246、ghts and related permits,including satisfactory environmental assessments;receipt of required land use and construction permits and approvals;receipt of rights to interconnect to the electric grid;availability of transmission capacity,potential upgrade costs to the transmission grid and other system

247、 constraints;payment of interconnection and other deposits(some of which are non-refundable);negotiation of satisfactory EPC agreements;solvency or financial conditions of our suppliers,EPC contractors or other third parties that we engage;obtaining construction financing,including debt,equity and t

248、ax credits;and timely and satisfactory execution and performance by the third parties that we engage.In addition,successful completion of a particular project may be adversely affected by numerous factors,including:changes in laws,regulations and policies and shifts in trade barriers and remedies,es

249、pecially tariffs;delays in obtaining and maintaining required governmental permits and approvals;compliance with domestic content and labor requirements;potential challenges from local residents,environmental organizations,and others who may not support the project;unforeseen engineering problems;su

250、bsurface land conditions;construction delays;cost over-runs;labor,equipment and materials supply shortages or disruptions(including labor strikes);failure to enter into PPAs on terms favorable to us,or at all;additional complexities when conducting project development or construction activities in f

251、oreign jurisdictions,including compliance with applicable U.S.or local laws and customs;and force majeure events,including adverse weather conditions,pandemics,supply chain disruptions,hostilities and other events beyond our control.If we are unable to complete the development of a solar power and b

252、attery storage project or we fail to meet any agreed upon system level capacity or energy output guarantees or warranties or othercontract terms,or our projects cause grid interference or other damage,the EPC,the PPA or other agreements related to the project may,depending on the specific terms of t

253、he agreements,be terminatedand/or we may be subject to significant damages,penalties and other obligations relating to the project,including obligations to repair,replace or supplement materials for the project.If a third-party EPCcontractor is terminated or resigns,we may be forced to take on addit

254、ional risk,such as cost inflation and other cost increase that would otherwise be covered by third-party EPC contractor andresponsibilities associated with the construction.No assurances can be given that disputes with EPC contractors will not arise in the future.Any of these events may materially a

255、nd adversely affect ourbusiness,results of operations and financial conditions.Table of Contents16We may enter into fixed-price EPC agreements in which we act as the general contractor for our customers in connection with the installation of their solar power and battery storage systems.Allessential

256、 costs are estimated at the time of entering into the EPC agreement for a particular project,and these costs are reflected in the overall fixed price that we charge our customers for the project.Thesecost estimates are preliminary and may or may not be covered by contracts between us and the subcont

257、ractors,suppliers and other parties involved in the project.In addition,we require qualified,licensed subcontractors to install most of our solar power and battery storage systems.Shortages of components(which may be attributable to the shortage of rawmaterials or components),skilled labor,or inabil

258、ity to obtain regulatory approvals and operating permits could significantly delay a project or otherwise increase our costs.Should miscalculations in planninga project occur,including those due to unexpected increases in commodity prices or labor costs,or delays in execution occur and we are unable

259、 to increase the EPC sales price commensurately,we may notachieve our expected margin or our results of operations may be adversely affected.Developing and operating solar and battery storage projects exposes us to risks different from those related to producing solar modules.The development of sola

260、r and battery storage projects can take many months or years to complete and may be delayed for reasons beyond our control.There can be no assurance that the projects can becompleted within the time or at the costs projected.Any such delays or cost overruns or the inability to obtain such approvals

261、or to reach such agreements on acceptable terms could negatively affect thereturns from any proposed or current solar and battery storage projects.It often requires us to make significant up-front payments for,among other things,land rights,interconnection work and permitting inadvance of commencing

262、 construction,and revenue from these projects may not be recognized for several additional months following contract signing.Any inability or significant delays in entering into salescontracts with customers after making such up-front payments could adversely affect our business and results of opera

263、tions.Furthermore,we may become constrained in our ability to simultaneously fund ourother business operations and invest in other projects.In contrast to producing solar modules,developing solar and battery storage projects requires more management attention to negotiate the terms of our engagement

264、 and monitor the progress of theprojects which may divert managements attention from other matters.Our revenue and liquidity may be adversely affected to the extent the market for solar and battery storage projects weakens or we are notable to successfully complete the customer acceptance testing du

265、e to technical difficulties,equipment failure,or adverse weather,and we are unable to sell our solar and battery storage projects at prices andon terms and timing that are acceptable to us.Our energy business also includes operating solar and battery storage projects and selling electricity to the l

266、ocal or national grid or other power purchasers.As a result,we are subject to a variety of risksassociated with intense market competition,changing regulations and policies,insufficient demand for solar or battery storage,technological advancements and the failure of our power generation facilities.

267、We own a 70%stake in CSFS Fund I,a closed-ended,real-estate reserved alternative investment fund in Italy.We sold 30%of CSFS Fund Is preferred units to a third-party investor in 2022.We alsocurrently own a 15%stake in the Canadian Solar Infrastructure Fund,Inc.(“CSIF”,TSE:9284),the largest Japanese

268、infrastructure fund listed on the Tokyo Stock Exchange since 2017.By creating these andsimilar funds,we are subject to a variety of risks and regulations that substantially differ from the risks the rest of our businesses are subject to,such as the risk that the funds may not be deployedsuccessfully

269、,may experience investor withdrawal or liquidation with limited notice or penalty,or may not generate a sufficient rate of return to satisfy fund investors.If we are unable to consistently deliverquality and consistent returns,it may impact our ability to attract capital and continue holding the ass

270、ets acquired by the funds.We may also suffer reputational damage if our funds do not perform in-line withinvestor expectations.Our fund partners and investors may have interests that are different from ours which may result in conflicting views as to the conduct and management of the investments.Any

271、disagreements with our partners or investors could adversely affect our business and results of operations.Table of Contents17We face a number of risks involving PPAs and project-level financing arrangements,including failure or delay in entering into PPAs,defaults by counterparties and contingent c

272、ontractual terms suchas price adjustment,termination,buy-out,acceleration and other clauses,all of which could materially and adversely affect our energy business,financial condition,results of operations and cash flows.We may not be able to enter into PPAs for our solar and battery storage projects

273、 due to intense competition,increased supply of electricity from other sources,reduction in wholesale electricity prices,changes in government policies or other factors.There is a limited pool of potential buyers for electricity generated by our solar power plants since the transmission and distribu

274、tion of electricity is eithermonopolized or highly concentrated in most jurisdictions.The willingness of buyers to purchase electricity from an independent power producer may be based on a number of factors and not solely on pricingand surety of supply.Failure to enter into PPAs on terms favorable t

275、o us,or at all,would negatively impact our revenue and our decisions regarding the development of additional power plants.We mayexperience delays in entering into PPAs for some of our solar and battery storage projects or may not be able to replace an expiring PPA with a contract on equivalent terms

276、 and conditions,or otherwise atprices that permit operation of the related facility on a profitable basis.Any delay in entering into PPAs may adversely affect our ability to finance project construction and to enjoy the cash flows generatedby such projects.If we are unable to replace an expiring PPA

277、 with an acceptable new PPA,the affected site may temporarily or permanently cease operations,or could be exposed to more uncertain merchantor wholesale electricity pricing,which could materially and adversely affect our financial condition,results of operations and cash flows.The electric power gen

278、erated by our solar and battery storage projects will generally be sold under long-term PPAs with public utilities,licensed suppliers,corporate offtakers,and commercial,industrialor government end users.Despite possible future alternatives,we expect a substantial number of our future projects to als

279、o have long-term PPAs or similar offtake arrangements such as FIT programs.If,forany reason,any of the purchasers of power under these contracts are unable or unwilling to fulfill their related contractual obligations,they refuse to accept delivery of the power delivered thereunder or theyotherwise

280、terminate them prior to their expiration,our assets,liabilities,business,financial condition,results of operations and cash flows could be materially and adversely affected.Further,to the extent anyof our power purchasers are,or are controlled by,governmental entities,our facilities may be subject t

281、o legislative or other political action that may impair their contractual performance or contain contractualremedies that do not provide adequate compensation in the event of a counterparty default.Some of our PPAs are subject to price adjustments over time.If the price under any of our PPAs is redu

282、ced below a level that makes a project economically viable,our financial conditions,cash flow andresults of operations could be materially and adversely affected.Some inflation-based price adjustment is only done yearly and consequently may not allow us to pass on the additional costs in a timelyman

283、ner,if at all.Further,some of our long-term PPAs do not include inflation-based price increases.Certain of the PPAs for our own projects and those for projects that we have acquired and may acquire inthe future contain or may contain provisions that allow the offtake purchaser to terminate or buy ou

284、t the project or require us to pay liquidated damages upon the occurrence of certain events.If theseprovisions are exercised,our financial condition,results of operations and cash flows could be materially and adversely affected.To the extent the output of a project is not fully subject to PPAs,elec

285、tricitygenerated by our solar power systems will be exposed to merchant price risk.Additionally,certain of the project-level financing arrangements for projects allow,and certain of the projects that we mayacquire in the future may allow,the lenders or investors to accelerate the repayment of the fi

286、nancing arrangement in the event that the related PPA is terminated or if certain operating thresholds orperformance measures are not achieved within specified time periods.Certain of our PPAs and project-level financing arrangements include,and in the future may include,provisions that would permit

287、 thecounterparty to terminate the contract or accelerate maturity in the event we own,directly or indirectly,less than 50%of the combined voting power or,in some cases,if we cease to be the majority owner,directly or indirectly,of the applicable project subsidiary.The termination of any of our PPAs

288、or the acceleration of the maturity of any of our financing arrangements as a result of a change-in-control eventcould have a material adverse effect on our financial condition,results of operations and cash flows.Oversupply of polysilicon,solar wafers,cells and modules may cause substantial downwar

289、d pressure on the prices of our products and reduce our revenues and earnings.Silicon production capacity has expanded rapidly in recent years.As a result of this expansion,coupled with the global economic downturn,the solar industry has experienced an oversupply of high-purity silicon since the beg

290、inning of 2009.This has contributed to an oversupply of solar wafers,cells and modules and resulted in substantial downward pressure on prices throughout the value chain.Theaverage selling price of our solar modules decreased from$0.29 per watt in 2019 to$0.25 per watt in 2020,and subsequently incre

291、ased to$0.28 per watt in 2021 and$0.30 per watt in 2022.Although webelieve that there is a relative balance between capacity and demand at low prices due to industry consolidation,increases in solar module production in excess of market demand may result in furtherdownward pressure on the price of s

292、olar wafers,cells and modules,including our products.Increasing competition could also result in us losing sales or market share.Table of Contents18On the other hand,demand for solar products remains strong and may continue to increase,driven by various factors such as the efforts being made by majo

293、r economies toward clean,renewable energysources and decarbonization,which could result in increase in the costs of and difficulties in sourcing raw materials to support the increased production levels due to capacity addition limitations.As a result,we may not be able to keep up with fast growth in

294、 the demand for our solar products.Accordingly,due to fluctuations in the supply and price of solar power products throughout the value chain,we may notbe able to,on an ongoing basis,procure silicon,wafers and cells at reasonable costs if any of the above risks materializes.If,on an ongoing basis,we

295、 are unable to procure silicon,solar wafers and solar cellsat reasonable prices or mark up the price of our solar modules to cover our manufacturing and operating costs,our revenues and margins will be adversely impacted,either due to higher costs compared to ourcompetitors or due to further write-d

296、owns of inventory,or both.In addition,our market share could decline if our competitors are able to price their products more competitively.We are subject to numerous laws,regulations and policies at the national,regional and local levels of government in the markets where we do business.Any changes

297、 to these laws,regulations andpolicies may present legal,technical,regulatory and economic barriers to the development,construction,purchase and use of solar power and battery storage products,solar and battery storage projectsand solar electricity,which may significantly reduce demand for our produ

298、cts and services or otherwise adversely affect our financial performance.We are subject to a variety of laws and regulations in the markets where we do business,some of which may conflict with each other and all of which are subject to change.These laws and regulationsinclude energy regulations,expo

299、rt and import restrictions,tax laws and regulations,environmental regulations,labor laws,supply chain laws and regulations and other government requirements,approvals,permits and licenses.We also face trade barriers and trade remedies such as export requirements,tariffs,taxes and other restrictions

300、and expenses,including antidumping and countervailing duty orders,which could increase the prices of our products and make us less competitive in some countries.See“Imposition of antidumping and countervailing duty orders or safeguard measures in one or moremarkets may result in additional costs to

301、our customers,which could materially or adversely affect our business,results of operations,financial conditions and future prospects.”In the countries where we do business,the market for solar power and battery storage products,solar and battery storage projects and solar electricity is heavily inf

302、luenced by national,state and localgovernment regulations and policies concerning the electric utility industry,as well as policies disseminated by electric utilities.These regulations and policies often relate to electricity pricing and technicalinterconnection of customer-owned electricity generat

303、ion,and could deter further investment in the research and development of alternative energy sources as well as customer purchases of solar power andbattery storage technology,which could result in a significant reduction in the potential demand for our solar power and battery storage products,solar

304、 and battery storage projects and solar electricity.In our CSI Solar business(which includes sales of solar system kit,battery storage solutions,and other EPC,materials,components and services),we expect that our solar power and battery storageproducts and their installation will continue to be subj

305、ect to national,state and local regulations and policies relating to safety,utility interconnection and metering,construction,environmental protection,andother related matters.Any new regulations or policies pertaining to our solar power and battery storage products may result in significant additio

306、nal expenses to us,our resellers and customers,which couldcause a significant reduction in demand for our solar power and battery storage products.In our energy business,we are subject to numerous national,regional and local laws and regulations.Changes in applicable energy laws or regulations,or in

307、 the interpretations of these laws andregulations,could result in increased compliance costs or the need for additional capital expenditures.If we fail to comply with these requirements,we could also be subject to civil or criminal liability andthe imposition of fines.Further,national,regional or lo

308、cal regulations and policies could be changed to provide for new rate programs that undermine the economic returns for both new and existing projectsby charging additional,non-negotiable fixed or demand charges or other fees or reductions in the number of projects allowed under net metering policies

309、.National,regional or local government energypolicies,law and regulation supporting the creation of organized merchant or wholesale electricity markets are currently,and may continue to be,subject to challenges,modifications and restructuringproposals,which may result in limitations on the commercia

310、l strategies available to us for the sale of our power.For example,reforms to the energy regulatory regime(primarily regarding the power industrylaw),which are proposed by the Mexican government and are currently under review by the Mexican courts seek to give Mexicos national power company,the Fede

311、ral Electricity Commission(“CFE”),preferential status in energy dispatch over private firms.Clean energy proponents argue that such reforms would hinder free competition and unduly benefit the CFE,and they continue to file constitutionalchallenges,called amparos,against such reforms,which are pendin

312、g resolution before the Mexican courts.Table of Contents19Regulatory changes in a jurisdiction where we are developing a solar and battery storage project may make the continued development of the project infeasible or economically disadvantageous and anyexpenditure that we have previously made on t

313、he project may be wholly or partially written off.Any of these changes could significantly increase the regulatory related compliance and other expensesincurred by the projects and could significantly reduce or entirely eliminate any potential revenues that can be generated by one or more of the pro

314、jects or result in significant additional expenses to us,ourofftakers and customers,which could materially and adversely affect our business,financial condition,results of operations and cash flows.We also face regulatory risks imposed by various transmission providers and operators,including region

315、al transmission operators and independent system operators,and their corresponding market rules.These regulations may contain provisions that limit access to the transmission grid or allocate scarce transmission capacity in a particular manner,which could materially and adversely affect our business

316、,financial condition,results of operations and cash flows.We are also subject to the Foreign Corrupt Practices Act of 1977,or the FCPA,the U.S.domestic bribery statute contained in 18 U.S.C.201,the U.S.Travel Act,the USA PATRIOT Act and other anti-corruption laws that prohibit companies and their em

317、ployees and third-party intermediaries from authorizing,offering or providing,directly or indirectly,improper payments or benefits to foreign governmentofficials,political parties and private-sector recipients for the purpose of obtaining or retaining business in countries in which we conduct activi

318、ties.We may have direct or indirect interactions with officialsand employees of government agencies or state-owned or affiliated entities in the course of our business(for example,to obtain approvals,permits and licenses from applicable government authorities and tosell power to government-owned ent

319、ities).We would face significant liabilities if we failed to comply with these laws and we could be held liable for the illegal activities of our employees,representatives,contractors,partners,and agents,even if we did not authorize such activities.Any violation of the FCPA or other applicable antic

320、orruption laws could also result in whistleblower complaints,adverse mediacoverage,investigations,loss of export privileges,severe criminal or civil sanctions,which could have a material adverse effect on our business,financial condition,results of operation,cash flows andreputation.In addition,resp

321、onding to any enforcement action may result in the diversion of managements attention and resources,significant defense costs and other professional fees.Because the markets in which we compete are highly competitive and evolving quickly,because many of our competitors have greater resources than we

322、 do or are more adaptive,and because we have alimited track record in our energy business,we may not be able to compete successfully and we may not be able to maintain or increase our market share.In our CSI Solar business,we face intense competition from a large number of competitors,including non-

323、China-based companies such as First Solar,Inc.,or First Solar,and China-based companiessuch as LONGI Green Energy Technology Co.Ltd.,or Longi,Trina Solar Limited,or Trina,JinkoSolar Holding Co.,Limited,or Jinko,JA Solar Co.,Limited,or JA Solar,and Hanwha Q Cells Co.,Ltd.,orHanwha Q Cells.Some of our

324、 competitors are developing or are currently producing products based on new solar module and battery storage technologies that may ultimately have costs similar to or lowerthan our projected costs.These include products based on thin film PV technology,which requires either no silicon or significan

325、tly less silicon to produce than crystalline silicon solar modules,such as theones that we produce,and is less susceptible to increases in silicon costs.To effectively compete,our products and production capacity are undergoing continuous transformation,which may risk missingmonocrystalline module m

326、arket opportunities and losing market share and in turn negatively affect our performance.For example,while crystalline silicon cell modules have become the market mainstream,our ongoing upgrade to N-type and TOPCon technology,which is focused on further improving the photoelectric conversion effici

327、ency and reducing the manufacturing cost,is susceptible to various relatedrisks.Our judgment of the development trend of technology and products may prove inaccurate,and we may fail to invest sufficiently in research and development in the technology with the most marketpotential.Consequently,we may

328、 be exposed to the risk of technological backwardness.Furthermore,some of our competitors have longer operating histories,greater name and brand recognition,access to larger customer bases,greater resources and significantly greater economies of scalethan we do.In addition,some of our competitors ma

329、y have stronger relationships or may enter into exclusive relationships with some of the key distributors or system integrators to whom we sell ourproducts.As a result,they may be able to respond more quickly to changing customer demands or devote greater resources to the development,promotion and s

330、ales of their products.Some of our competitorshave more diversified product offerings,which may better position them to withstand a decline in demand for solar power and battery storage products.Some of our competitors are more vertically integratedthan we are,from upstream silicon wafer manufacturi

331、ng to solar power system integration.This may allow them to capture higher margins or have lower costs.In addition,new competitors or alliancesamong existing competitors could emerge and rapidly acquire significant market share.If we fail to compete successfully,our business will suffer and we may n

332、ot be able to maintain or increase our marketshare.Table of Contents20In our energy business,we compete in a more diversified and complicated landscape since the commercial and regulatory environments for solar and battery storage project development and operationvary significantly from region to re

333、gion and country to country.Our primary competitors are local and international developers and operators of solar and battery storage projects.Some of our competitorsmay have advantages over us in terms of greater experience or resources in the operation,capital,financing,technical support and management of solar and battery storage projects,in any particular marketsor in general.We have a global