26th floor, building 1, Xingye taikoohui Hong Kong Xingye center, 288 Shimen 1st Road, Shanghai, China zip code: 200041 Tel: (86-21) 5298 5488 Fax: (86-21) 5298 5492 [email protected]. JUNHE law firm Shanghai Branch
About Xinjiang Daqo New Energy Co.Ltd(688303)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Xinjiang Daqo New Energy Co.Ltd(688303) ：
JUNHE law firm Shanghai Branch (hereinafter referred to as “the firm”) accepted the entrustment of Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as “the company” or ” Xinjiang Daqo New Energy Co.Ltd(688303) “) and appointed the handling lawyer of the firm to attend the meeting
The company met at block D, 29th floor, Huadu building, No. 838 Zhangyang Road, Pudong New Area, Shanghai on February 9, 2022
The second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “on-site meeting of the company”) was held. The exchange is now in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other current laws of China (for the purpose of this legal opinion, “China” does not include Hong Kong Special administrative region, Macao Special Administrative Region and Taiwan) This legal opinion is issued in accordance with the relevant provisions of laws, regulations and normative documents, the Xinjiang Daqo New Energy Co.Ltd(688303) articles of Association (hereinafter referred to as the articles of association) and the rules of procedure of the general meeting of shareholders.
In order to issue this legal opinion, we have examined the relevant documents and their copies provided by the company, checked the originals of the relevant documents, and obtained the following guarantee from the company: the company has provided us with the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, There is no omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; Documents and documents provided
The signature and seal on the are true; The documents and facts provided are true, accurate and complete. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, and the instructions or confirmation issued by the company or other parties to issue this legal opinion.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of relevant Chinese laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders’ meeting and the relevant facts or data expressed in such proposals. The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
1. On January 23, 2022, the company held the 20th meeting of the second board of directors, deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022, and decided to convene Xinjiang Daqo New Energy Co.Ltd(688303) the second extraordinary general meeting of shareholders in 2022 on February 9, 2022.
2. On January 25, 2022, the board of directors of the company announced at Shanghai Stock Exchange (www.sse. Com. CN.) And the designated media disclosed the notice of Xinjiang Daqo New Energy Co.Ltd(688303) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders), listing the voting method of the general meeting, the date, time and place of the on-site meeting, the system of online voting, the start and end date and voting time, the matters to be considered at the meeting, the matters needing attention in voting The participants of the meeting and the registration method of the meeting, among which the interval between the equity registration date and the date of the meeting shall not exceed 7 working days.
(II) convening procedures of the general meeting of shareholders
1. The general meeting of shareholders was held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 on February 9, 2022 in conference room D, block 29, Huadu building, No. 838 Zhangyang Road, Pudong New Area, Shanghai.
3. According to the notice of the shareholders’ meeting, the online voting of the shareholders’ meeting adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the exchange, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of the meeting and the matters submitted to the meeting for deliberation.
To sum up, our lawyers believe that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
(II) qualification of personnel attending the general meeting of shareholders
1. According to the statistics of shareholders (and their agents) attending the on-site meeting and relevant verification documents provided by the company, there are 8 shareholders or their agents attending the on-site meeting of the general meeting of shareholders, and the number of shares representing the effective voting rights of the company is 1625009200 shares, accounting for 88.4161% of the total effective voting shares of the company on the date of equity registration.
According to the statistical data of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 119 shareholders or shareholder agents participating in the online voting of the general meeting of shareholders, and the number of shares representing the effective voting rights of the company is 7214957, accounting for 0.3748% of the total effective voting shares of the company on the equity registration date. 2. In addition to the above personnel attending the general meeting of shareholders, the personnel attending the general meeting of shareholders also included some directors, supervisors and Secretary of the board of directors of the company. Lawyers and other senior managers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualification of such shareholders participating in the online voting of the general meeting of shareholders meets the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of this shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm. The shareholders and shareholders’ representatives attending the on-site voting of the general meeting of shareholders did not raise any objection to the on-site voting results.
3. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform of Shanghai Stock Exchange within the specified online voting time. After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical data files of online voting.
4. The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the voting of the general meeting of shareholders is as follows in accordance with laws, regulations, normative documents and the articles of association:
(1) The proposal on Xinjiang Daqo New Energy Co.Ltd(688303) meeting the conditions for issuing A-Shares to specific objects was considered and adopted by special resolution
Voting results: 1630497547 shares were approved, accounting for 99.8942% of the total voting shares attending the general meeting of shareholders; Against 1724110 shares, accounting for 0.1056% of the total voting shares attending the general meeting of shareholders; Abstained 2500 shares, accounting for 0.0002% of the total voting shares attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders who held less than 5% of the company’s shares at the meeting: 5497547 shares were agreed, accounting for 76.0995% of the total voting shares held by minority shareholders at the meeting; Against 1724110 shares, accounting for 23.8659% of the total voting shares held by minority shareholders attending the meeting; Abstained 2500 shares, accounting for 0.0346% of the total voting shares held by minority shareholders attending the meeting.
(2) The proposal on the plan of issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 was considered and adopted item by item by special resolution
2.01 type and par value of shares issued
Voting results: 1630662847 shares were approved, accounting for 99.9043% of the total voting shares attending the general meeting of shareholders; Against 1557760 shares, accounting for 0.0954% of the total voting shares attending the general meeting of shareholders; 3550 shares abstained, accounting for 0.0002% of the total voting shares attending the general meeting of shareholders. Among them, the voting situation of minority shareholders who held less than 5% of the company’s shares at the meeting: 5662847 shares were agreed, accounting for 78.3877% of the total voting shares held by minority shareholders at the meeting; Against 1557760 shares, accounting for 21.5632% of the total voting shares held by minority shareholders attending the meeting; 3550 shares were abstained, accounting for 0.0491% of the total voting shares held by minority shareholders attending the meeting.
2.02 issuing method and time
Voting results: 1630662847 shares were approved, accounting for 99.9043% of the total voting shares attending the general meeting of shareholders; Against 1561310 shares, accounting for 0.0957% of the total voting shares attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders who held less than 5% of the company’s shares at the meeting: 5662847 shares were agreed, accounting for 78.3877% of the total voting shares held by minority shareholders at the meeting; Against 1561310 shares, accounting for 21.6123% of the total voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
2.03 issuing object and subscription method
Voting results: 1630662847 shares were approved, accounting for 99.9043% of the total voting shares attending the general meeting of shareholders; Against 1557760 shares, accounting for 0.0954% of the total voting shares attending the general meeting of shareholders; 3550 shares abstained, accounting for 0.0002% of the total voting shares attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders who held less than 5% of the company’s shares at the meeting: 5662847 shares were agreed, accounting for 78.3877% of the total voting shares held by minority shareholders at the meeting; Against 1557760 shares, accounting for 21.5632% of the total voting shares held by minority shareholders attending the meeting; 3550 shares were abstained, accounting for 0.0491% of the total voting shares held by minority shareholders attending the meeting.
2.04 pricing base date, issue price and pricing principle
Voting result: agreed
