Securities code: 688303 securities abbreviation: Xinjiang Daqo New Energy Co.Ltd(688303) Announcement No.: 2022-002
Xinjiang Daqo New Energy Co.Ltd(688303)
Announcement on adjusting the implementation location, implementation subject and investment amount of some raised investment projects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as "the company") convened the 19th meeting of the second board of directors and the 12th meeting of the second board of supervisors on December 31, 2021 by means of on-site combined communication, and deliberated and adopted the proposal on adjusting the implementation location, implementation subject and investment amount of some raised investment projects, Agree to adjust the implementation location, implementation subject and investment amount of the raised investment project "1000 ton high purity semiconductor material project".
The independent directors of the company have expressed unanimous independent opinions on the proposal, and the company's recommendation agency China International Capital Corporation Limited(601995) (hereinafter referred to as the "recommendation agency") has issued clearly agreed verification opinions on this matter.
This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Raised funds
According to the reply on Approving the registration of Xinjiang Daqo New Energy Co.Ltd(688303) initial public offering of shares (zjxk [2021] No. 2110) issued by the China Securities Regulatory Commission, the company issued 300 million ordinary shares (with a par value of RMB 1 per share) to the public for the first time. The company has completed the Issuance and securities registration, It was listed on the science and Innovation Board of Shanghai Stock Exchange on July 22, 2021. According to the capital verification report (DSB (y) Zi (21) No. 00348) issued by Deloitte Touche Tohmatsu Certified Public Accountants (special general partnership), as of July 19, 2021, the company has actually issued 300000 ordinary shares in RMB, with a par value of RMB 1.00 per share and an issue price of RMB 21.49 per share, The total amount of funds raised from stock issuance is RMB 6447000000.00. After deducting the relevant issuance expenses of RMB 379808207.55, the net amount of funds raised is RMB 6067191792.45. In order to standardize the management of the company's raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds to store and earmark the raised funds. After deducting the issuance expenses from the funds raised by the company's initial public offering, the company will invest in the following items in order of priority:
Unit: 10000 yuan
No. project name estimated total investment amount estimated investment amount of raised funds
1. High purity semiconductor material project with an annual output of 1000 tons 42105.0042105.00
2. 35000 T / a polysilicon project 351188.84351188.84
3. Supplementary working capital 106706.16106706.16
Total 500000.00 500000.00
2、 The implementation location, implementation subject and investment amount of some raised investment projects are adjusted
One of the investment projects raised by the company's initial public offering, "high purity semiconductor material project with an annual output of 1000 tons" is planned to be constructed and implemented by the company. The construction site is in the new chemical material industrial park in Shihezi City, Xinjiang, with a total investment of 42.105 million yuan.
According to the future strategic development plan, the company plans to adjust the implementation location, implementation subject and investment amount of the "1000 t / a high-purity semiconductor material project", as follows:
1. Implementation site adjustment
Remarks after adjustment of project name
With an annual output of 1000 tons of high-purity and semi pure chemicals, Shihezi City, Xinjiang, Jiuyuan District, xinbaotou City, Inner Mongolia
Baotou Jiuyuan Industrial Park in the material industrial park of conductor material project
2. Implementation subject adjustment
Remarks after adjustment of project name
With an annual output of 1000 tons of high-purity semi Inner Mongolia Daquan new energy, there is Inner Mongolia Daquan new energy
Conductor material project Co., Ltd. Yuanyuan Co., Ltd. is a public company
Wholly owned subsidiary of the company
3. Adjustment of input amount
Remarks after adjustment of project name
The annual output of 1000 tons of high-purity semi-finished products increased by 128.95 million yuan
The conductor material project is 421.05 million yuan and 550 million yuan, which is used by the company
Capital investment
3、 Reasons for adjusting the implementation location, implementation subject and investment amount of some raised investment projects this time
According to the future strategic development plan and the actual construction of the raised investment project, in order to make full use of the advantages of Baotou industrial base resources and talents and realize the rational allocation of the company's resources, the company has decided to adjust the implementation location and main body of the project with an annual output of 1000 tons of high-purity semiconductor materials, Inner Mongolia Daquan new energy Co., Ltd., a wholly-owned subsidiary of the company, is responsible for investment and construction in Inner Mongolia Baotou Jiuyuan Industrial Park, Jiuyuan District, Baotou city. Due to the change of the implementation location and subject of the project with an annual output of 1000 tons of high-purity semiconductor materials and the recent rise in the price of raw materials such as copper and steel, the company decided to use its own funds to increase the investment of the project after comprehensively considering the subsequent project construction, capital demand, market situation and other factors.
4、 This adjustment of the impact of the implementation location, implementation subject and investment amount of some raised investment projects on the company. The company's adjustment of the implementation location, implementation subject and investment amount of the "1000 t / a high-purity semiconductor material project" is a necessary adjustment based on the company's industrial layout and future strategic development plan, It does not belong to the material change of the raised investment project or the disguised change of the purpose of the raised funds, which will not damage the interests of the company and shareholders. The company will strictly abide by relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the company's management system for raised funds Use the raised funds as required by the.
5、 Review procedures performed by the company
On December 31, 2021, the 19th meeting of the second board of directors and the 12th meeting of the second board of supervisors considered and approved the proposal on adjusting the implementation location, implementation subject and investment amount of some raised investment projects, and agreed to adjust the implementation location, implementation subject and investment amount of 1000 ton high-purity semiconductor material project. The independent directors and the board of supervisors of the company expressed clear consent to the above adjustment of the implementation location, implementation subject and investment amount of some raised investment projects. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
6、 Description of special opinions
(i) Opinions of independent directors
The company's adjustment of the implementation location, implementation subject and investment amount of the "1000 t / a high-purity semiconductor material project" is a necessary adjustment based on the company's industrial layout and future strategic development plan. It does not belong to the material change of the raised investment project or the disguised change of the purpose of the raised funds, and will not damage the interests of the company and shareholders.
Therefore, the independent directors agreed to adjust the implementation location, implementation subject and investment amount of some raised investment projects, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
（2） Opinions of the board of supervisors
The company's adjustment of the implementation location, implementation subject and investment amount of the "1000 t / a high-purity semiconductor material project" is a necessary adjustment based on the company's industrial layout and future strategic development plan. It does not belong to the material change of the raised investment project or the disguised change of the purpose of the raised funds, and will not damage the interests of the company and shareholders.
Therefore, the board of supervisors agreed to adjust the implementation location, implementation subject and investment amount of some raised investment projects, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
（3） Opinions of the sponsor
The company's adjustment of the implementation location, implementation subject and investment amount of the "project of high purity semiconductor materials with an annual output of 1000 tons" has been deliberated and approved at the 19th meeting of the second board of directors and the 12th meeting of the second board of supervisors. The independent directors have expressed their independent opinions clearly agreed and will be submitted to the general meeting of shareholders for deliberation, The review procedures comply with relevant laws and regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the articles of association Provisions of the.
The company's adjustment of the implementation location, implementation subject and investment amount of the "1000 ton / year high-purity semiconductor material project" is a necessary adjustment based on the company's industrial layout, future strategic development plan and the actual construction needs of the specific project. The investment direction of the raised funds has not been changed, and the purpose of the raised funds has not been changed in a disguised manner, which will not damage the interests of the company and shareholders.
In conclusion, the sponsor has no objection to the company's adjustment of the implementation location, implementation subject and investment amount of some raised investment projects.
7、 Online announcement attachment
(i) Independent opinions of independent directors on matters related to the 19th meeting of the second board of directors of the company; （2） China International Capital Corporation Limited(601995) special verification opinions on Xinjiang Daqo New Energy Co.Ltd(688303) adjusting the implementation location, implementation subject and investment amount of some raised investment projects.
It is hereby announced.
Xinjiang Daqo New Energy Co.Ltd(688303) board of directors January 4, 2022
