As filed with the Securities and Exchange Commission on March 13, 2009
Registration No. 333-153647
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RENESOLA LTD
(Exact name of registrant as specified in its charter)
 
British Virgin Islands
 3674
Not Applicable
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)
Classification Code Number)
Identification Number)

No. 8 Baoqun Road, Yao Zhuang
Jiashan, Zhejiang 314117
People’s Republic of China
(86-573) 8477-3058

 (Address of registrant’s Principal Executive Offices)
 
RENESOLA LTD
2007 SHARE INCENTIVE PLAN

(Full title of the plan)
 

CT Corporation System
111 Eighth Avenue
New York, New York 10011

 (Name and address of agent for service)
 

(212) 664-1666

 (Telephone number, including area code, of agent for service)
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
  
Accelerated filer ý
Non-accelerated filer   ¨
 (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
Copies to:

Charles Xiaoshu Bai
Chief Financial Officer
ReneSola Ltd
No. 8 Baoqun Road, Yao Zhuang
Jiashan, Zhejiang 314117, People’s Republic of China
(86-573) 8477-3058
David T. Zhang, Esq.
Latham & Watkins LLP
41st Floor, One Exchange Square
8 Connaught Place Central
Hong Kong S.A.R., China
(852) 2522-7886
 
 
 
 
 
EXPLANATORY NOTE
 
ReneSola Ltd hereby amends its registration statement on form S-8 (registration no. 333-153647) by filing this post-effective amendment No. 1 to reflect the correct version of the Amended and Restated Memorandum and Articles of Association of ReneSola Ltd adopted by its shareholders at the annual general meeting held on August 29, 2008.  An incorrect version of the Amended and Restated Memorandum and Articles of Association was inadvertently filed as Exhibit 4.1 of the initial registration statement.  The correct version of the Amended and Restated Memorandum and Articles of Association of ReneSola Ltd is filed herewith as Exhibit 4.1 and replaces Exhibit 4.1 of the initial registration statement.  No additional securities are being registered.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on March 13, 2009.
 
  RENESOLA LTD  
     
  By: /s/ Xianshou Li  
  Name:  Xianshou Li  
  Title: 
Director and Chief Executive Officer
  
       
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 

 
Signature
  
Title
Date
         
 
/s/ *
      
 
Martin Bloom
  
Chairman
March 13, 2009
         
 
/s/ Xianshou Li
      
 
Xianshou Li
  
Director and Chief Executive Officer
(principal executive officer)
March 13, 2009
         
 
/s/ *
      
 
Charles Xiaoshu Bai
  
Chief Financial Officer
(principal financial and accounting officer)
March 13, 2009
         
 
/s/ *
      
 
Yuncai Wu
  
Director
March 13, 2009
         
 
/s/ *
      
 
Jing Wang
  
Director
March 13, 2009
         
 
/s/ *
      
 
Robert Naii Lee
  
Director
March 13, 2009
         
 
/s/ *
      
 
Donald J. Puglisi
  
Authorized U.S. Representative
March 13, 2009

*By
/s/ Xianshou Li
  
 
Xianshou Li
  
 
Attorney-in-Fact
  
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
Description
   
4.1*
Amended and Restated Memorandum and Articles of Association

 
*Filed herewith.