Notice of Beijing JUNHE law firm on issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022
Legal opinion
February, 2002
catalogue
interpretation…… 5 text 7 I. approval and authorization of this issuance 7 II. The issuance scheme of this issuance 7 III. subject qualification of this offering IV. substantive conditions of this offering V. establishment of the issuer 14 VI. independence of the issuer 15 VII. Controlling shareholder and actual controller of the issuer 15 VIII. Main historical evolution and share capital of the issuer 15 IX. business of the issuer 16 X. related party transactions and horizontal competition 17 Xi. The issuer’s main property related to business operation 26 XII. Major creditor’s rights and debts of the issuer 29 XIII. Major asset changes and mergers and acquisitions of the issuer during the reporting period 30 XIV. Formulation and amendment of the articles of association of the issuer 31 XV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 31 XVI. Directors, supervisors and senior managers of the issuer and their changes 32 XVII. Tax of the issuer 33 XVIII. Environmental protection, product quality and safety production of the issuer 34 XIX. Application of funds raised by the issuer 35 XX. Business development objectives of the issuer 41. Major litigation, arbitration or administrative punishment 42. Concluding comments forty-four
Beijing JUNHE law firm
About Xinjiang Daqo New Energy Co.Ltd(688303) to specific objects in 2022
Legal opinion on the issuance of a shares
Xinjiang Daqo New Energy Co.Ltd(688303) ：
Beijing JUNHE law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as “the issuer”) to appoint a lawyer to act as a special legal adviser on the issuer’s application for issuing A-Shares to specific objects in 2022 (hereinafter referred to as “the offering” or “the offering to specific objects”), Issue the legal opinion on issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 (hereinafter referred to as “the legal opinion”). This legal opinion is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies and other laws promulgated and implemented by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The regulations and normative documents shall be issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers investigated the issuer’s subject qualification and conditions for this issuance, and consulted the documents that our lawyers believe are necessary for issuing this legal opinion, including but not limited to the approval and authorization of this issuance, issuance scheme, subject qualification, substantive conditions of the issuance, controlling shareholders and actual controllers of the issuer The issuer’s main business and assets, related party transactions and horizontal competition between the issuer and related parties, the issuer’s major creditor’s rights and debts, the issuer’s tax, the issuer’s articles of association and the operation of the general meeting of shareholders, the board of directors and the board of supervisors, the issuer’s directors, supervisors and senior managers, the issuer’s litigation, arbitration or administrative punishment Relevant records, materials and certificates on the use of raised funds, as well as relevant laws, regulations and normative documents, inquired and discussed relevant matters with relevant personnel.
In the course of the foregoing investigation, our lawyers obtained the following guarantee from the issuer: the issuer has provided the original written materials, copies or oral testimony necessary for issuing this legal opinion, which are true and complete, and there is no omission or concealment; All documents and facts provided by it are true, accurate and complete; The originals of relevant documents have not been revoked by relevant government departments within their validity period, and are held by their respective legal holders on the date of issuance of this legal opinion; The documents provided by the issuer and the signatures and seals on the documents are true; The duplicate materials or copies provided by the issuer are completely consistent with the original. 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, issuers or other relevant institutions to make judgments.
The lawyers of our firm shall give legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion (unless otherwise stated in this legal opinion) and the laws, regulations and normative documents officially promulgated and implemented by the state, and based on their understanding of relevant facts and laws.
This legal opinion only expresses opinions on legal issues related to this issuance, and does not express opinions on accounting, audit, asset evaluation, investment decision-making and other matters. This legal opinion is issued on the basis of Chinese laws and is limited to the Chinese laws that have been published and in force before the issuance of this legal opinion. This legal opinion does not express opinions on overseas laws or matters applicable to overseas laws. The reference in this legal opinion to some data and conclusions in professional reports such as audit reports, capital verification reports and asset evaluation reports, legal documents issued by overseas lawyers and other professional documents does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, Our lawyers also do not have the professional qualification to check and judge these professional documents and the contents quoted.
This legal opinion only expresses legal opinions in accordance with the relevant provisions of China’s current effective laws, regulations and normative documents, and does not express legal opinions on overseas laws.
This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this legal opinion as the necessary legal document for the issuer’s issuance, report it together with other application materials for stock issuance, and bear the responsibility for the legal opinion issued in accordance with the law.
According to the above laws, regulations, normative documents and the verification and verification of our lawyers (hereinafter referred to as “inspection”), this legal opinion is hereby issued as follows:
interpretation
Unless otherwise specified in this legal opinion, the following abbreviations have the following meanings:
Issuer, company, Xinjiang Daqo New Energy Co.Ltd(688303) refers to Xinjiang Daqo New Energy Co.Ltd(688303)
Daquan Co., Ltd. refers to Xinjiang Daquan new energy Co., Ltd., the predecessor of the issuer
Chongqing Daquan refers to Chongqing Daquan new energy Co., Ltd
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January September 2021
This issuance and this issuance to specific objects refer to the issuance of A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022
Daquan investment refers to Xinjiang Daquan Investment Co., Ltd
Daqo New Energy Corp. (Chinese: Daquan new energy company), Cayman Daquan refers to the company listed on the New York Stock Exchange (NYSE: DQ) and the controlling shareholder of the issuer
Lvchuang environmental protection refers to Xinjiang Daquan Lvchuang Environmental Protection Technology Co., Ltd., the holding subsidiary of the issuer
Inner Mongolia Daquan refers to Inner Mongolia Daquan new energy Co., Ltd., the holding subsidiary of the issuer
Inner Mongolia Daquan new material refers to Inner Mongolia Daquan New Material Co., Ltd., the holding subsidiary of the issuer
Guodi silicon material refers to Xinjiang daquanguodi silicon material technology Co., Ltd., the holding subsidiary of the issuer
Side fire refers to side fire safety service Co., Ltd. in Shihezi Development Zone, a joint-stock company of the issuer
Articles of association means the Xinjiang Daqo New Energy Co.Ltd(688303) articles of association
The standard unqualified audit report of Xinjiang Daquan new energy Co., Ltd. issued by Deloitte refers to the audit report of the company (DSB (s) Zi (21) No. s00335)
JUNHE and the exchange refer to Beijing JUNHE law firm
Sponsor refers to China International Capital Corporation Limited(601995)
Deloitte means Deloitte Touche Tohmatsu (special general partnership)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The issuance plan prepared by the issuer for the purpose of this issuance in accordance with relevant laws and regulations refers to the plan for issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Company Law refers to the company law of the people’s Republic of China (revised in 2018)
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
The Listing Rules of Kechuang board refers to the Listing Rules of Kechuang board of Shanghai Stock Exchange (revised in December 2020) (SZF [2020] No. 101)
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020)
The lawyer’s work report of Beijing JUNHE law firm on Xinjiang Daquan new energy refers to the lawyer’s work report on the issuance of A-share shares to specific objects in 2022
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Clearing Shanghai branch refers to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd
The Administration for Industry and commerce refers to the State Administration for Industry and commerce or the state market supervision administration and the corresponding functional departments of local governments
China means the people’s Republic of China. For the purpose of this legal opinion, it does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Text
1、 Approval and authorization of this offering (I) approval of the board of directors and the general meeting of shareholders of the issuer
The issuer held the 20th meeting of the second board of directors and the second extraordinary general meeting of shareholders in 2022 on January 23, 2022 and February 9, 2022, respectively, to consider and pass the proposals related to the issuance.
According to the provisions of the current laws, regulations, normative documents and the articles of association, as well as the examination of the documents of the issuer’s board of directors and shareholders’ meeting by our lawyers, the convening and convening procedures and resolutions of the issuer’s board of directors and shareholders’ meeting on this issuance comply with the provisions of the company law and the articles of association, and the resolutions made are legal and effective. （2） Authorization of the general meeting of shareholders of the issuer
According to the resolution of the issuer’s second extraordinary general meeting in 2022, the issuer’s general meeting of shareholders deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing A-Shares to specific objects in 2022, and authorized the board of directors to fully handle the relevant matters of the company’s issuance within the scope of authorization, It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
The scope and procedures of the above authorization comply with the provisions of relevant laws, regulations, normative documents and the current articles of association of the issuer, and are legal and effective.
Accordingly, the issuer’s issuance has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, and needs to be reviewed by the stock exchange
