Securities code: 688303 securities abbreviation: Xinjiang Daqo New Energy Co.Ltd(688303) Xinjiang Daqo New Energy Co.Ltd(688303)
The third extraordinary general meeting of shareholders in 2022
Meeting materials
March 2022
catalogue
Notes to the third extraordinary general meeting of shareholders in 2022 Agenda of the third extraordinary general meeting of shareholders in 2012 Proposal of the third extraordinary general meeting of shareholders in 2002 five
Motion 1 five
Proposal on the estimated amount of daily connected transactions of the company in 2022 five
Xinjiang Daqo New Energy Co.Ltd(688303)
Notes to the third extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of the majority of investors and ensure that shareholders exercise their rights according to law during the shareholders’ meeting, in accordance with the company law of the people’s Republic of China, the rules for the shareholders’ meeting of listed companies of China Securities Regulatory Commission and the rules of procedure for the shareholders’ meeting of the company, the instructions to the meeting are hereby formulated:
1、 The company is responsible for the agenda arrangement and affairs of the general meeting of shareholders. In order to confirm the attendance qualification of shareholders or their agents or other attendees, the meeting staff will check the identity of the attendees and ask the verified ones to cooperate.
2、 Shareholders and shareholders’ agents attending the on-site meeting shall go through the sign in procedures at the meeting site half an hour before the meeting, and produce the securities account card, identity document or copy of business license / registration certificate (with official seal), power of attorney, etc. as required. A copy of the above registration materials shall be provided, and the copy of personal registration materials shall be signed by individuals, The copy of the legal representative’s certificate must be stamped with the company’s official seal and can attend the meeting after verification. After the commencement of the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders entering the meeting have no right to participate in the on-site voting.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their agents enjoy the right to speak, question and vote according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and their proxies who request to speak shall speak according to the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting of shareholders, be concise and concise, and the time shall not exceed 5 minutes in principle.
6、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange the company’s directors and senior managers to answer the questions raised by the shareholders. For questions that may disclose the company’s trade secrets or insider information and damage the common interests of the company and shareholders, the moderator or the relevant personnel designated by him has the right to refuse to answer.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders and their proxies attending the on-site meeting must sign the names of shareholders on the voting votes. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
10、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
11、 During the meeting, the participants shall pay attention to maintaining the order of the meeting place and shall not walk around at will. The mobile phone shall be adjusted to the silent state, and personal recording, video recording and photographing shall be refused. The meeting staff shall have the right to stop the acts that interfere with the normal order of the meeting or infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
12、 The expenses incurred by shareholders and their agents attending the general meeting of shareholders shall be borne by the shareholders themselves. The company will not give gifts to shareholders attending the general meeting of shareholders, and will not be responsible for arranging the board and lodging of shareholders attending the general meeting of shareholders, so as to treat all shareholders equally.
13、 Special reminder: during the prevention and control of covid-19 pneumonia epidemic, all shareholders are encouraged to participate in the meeting through online voting. If it is necessary to participate in the meeting on site, please make sure that your body temperature is normal and there are no symptoms such as respiratory discomfort. You must wear masks and other protective equipment on the day of participating in the meeting and do a good job in personal protection; On the day of the meeting, the company will measure and register the temperature of participants according to the requirements of epidemic prevention and control. Only those with normal temperature can attend the meeting. Please cooperate.
Xinjiang Daqo New Energy Co.Ltd(688303)
Agenda of the third extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
1. On site meeting time: 15:00 p.m. on Wednesday, March 3, 2022
2. Venue: conference room D, block 29, Huadu building, No. 838, Zhangyang Road, Pudong New Area, Shanghai
3. Convener: Xinjiang Daqo New Energy Co.Ltd(688303) board of directors 4. Moderator: Mr. Xu Guangfu, chairman 5. Online voting system, start and end time and voting time
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 3, 2022 to March 3, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders (March 1, 2022), 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. 2、 Agenda of the meeting: (I) participants sign in and receive meeting materials (II) the host announces the beginning of the meeting, reports the number of shareholders attending the on-site meeting and the number of voting rights held, and introduces the participants and non voting participants of the on-site meeting
(III) the host read out the instructions to the general meeting of shareholders (IV) recommend the vote counter and the vote scrutinizer (V) review each proposal item by item and the name of non cumulative voting proposal
1. Proposal on the estimated amount of daily connected transactions of the company in 2022
(VI) speeches and questions of shareholders and their proxies (VII) voting of shareholders and their proxies on various proposals (VIII) adjournment, vote counter The scrutineer counts the on-site voting results (IX) summarizes the online voting and on-site voting results (x) the host reads out the voting results and resolutions of the general meeting of shareholders (XI) the witness lawyer reads out the legal opinions of the general meeting of shareholders (XII) signs the meeting documents (XIII) the host announces the end of the general meeting of shareholders
Xinjiang Daquan new energy Co., Ltd
Proposal of the third extraordinary general meeting of shareholders in 2022
Motion 1
Proposal on the estimated amount of daily connected transactions of the company in 2022
Shareholders and agents:
In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as “the company”) plans to estimate the amount of connected transactions in 2022 according to the needs of its own business development. The details are as follows:
1、 Basic information of daily connected transactions
(I) prediction and implementation of the previous daily connected transactions
Unit: 10000 yuan
Reasons for the large difference between the previous estimated amount and the actual amount of related parties in daily related party transactions
The sale of Gengke energy shares to related parties is affected by the market environment, and the demand of related products Co., Ltd. and its subsidiary 270000.00 145750.70 is adjusted
department
Purchase of electrical equipment and Daquan Group Co., Ltd. 40200.00 32321.98. The difference is mainly VAT
Electrical spare parts division and its subsidiaries
Total 310200.00 178072.68/
(II) forecast of daily connected transactions
The company expects that the total amount of related party transactions related to daily operation with Daquan Group Co., Ltd. (hereinafter referred to as “Daquan Group”) and its subsidiaries will not exceed RMB 850 million in 2022. The details are as follows:
Unit: 10000 yuan
Estimated before January 1, 2022
The proportion of daily related transactions in similar industries from 2022 to February 8, 2022 between the current estimated amount of similar industries and the estimated amount of related parties in the above transaction category, the difference between the annual actual amount of the cumulative inter annual financial proportion of daily and related parties (%) and the transaction amount that has occurred (%) Reason for large difference
Purchase the equipment and electricity of Daquan Group in Baotou, Inner Mongolia and its subsidiary 85000.00 15.83 2.93 32321.98 8.66 City, put into construction, Gas spare parts company and the project scale is large, so the purchase of spare parts needs to be increased
Total 85000.00 15.83 2.93 32321.98 8.66/
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Basic information of related parties
Enterprise name Daquan Group Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Xu Guangfu
The registered capital is 249024800 yuan
Date of establishment: January 18, 2000
Address: No. 66 Daquan Road, Xinba Town, Yangzhong City
Main office location: No. 66 Daquan Road, Xinba Town, Yangzhong City
The switch cabinet, bus duct, junction bridge, electrical components and industrial and mining energy-saving lamps produced by the enterprise
Manufacturing, processing and export of tools; Enclosed bus, high and low voltage complete sets of electrical equipment, environmental protection equipment
Manufacturing and processing; Develop and produce power equipment, intelligent electrical appliances
Accommodation and catering services. (for projects subject to approval according to law, relevant
