20th floor, China Resources Building, No. 8, Jianguomen North Street, Beijing
Postal Code: 100005
Tel: (86.10) 85191300
Fax: (86.10) 85191350
Beijing JUNHE law firm
About Xinjiang Daqo New Energy Co.Ltd(688303)
Issue A-Shares to specific objects in 2022
of
Supplementary legal opinion (I)
March, 2002
Beijing headquarters Tel: (86-10) 85191300 Shenzhen Branch Tel: (86-755) 25870765 Dalian Branch Tel: (86-411) 82507578 Hong Kong Branch Tel: (852) 21670000 Fax: (86-10) 85191350 Fax: (86-755) 25870780 Fax: (86-411) 82507579 Fax: (852) 21670050 Shanghai Branch Tel: (86-21) 52985488 Guangzhou Branch Tel: (86-20) 28059088 Haikou Branch Tel: (86-898) 68512544 New York branch Tel: (1-212) 7038702 Fax: (86-21) 52985492 Fax: (86-20) 28059099 Fax: (86-898) 68513514 Fax: (1-212) 7038720 Silicon Valley Branch Tel: (1-888) 8868168 Tianjin Branch Tel: (86-20) 59901302 Qingdao Branch Tel: (86-532) 68695010 Chengdu Branch Tel: (86-28) 67398001 Fax: (1-888) 8082168 Tel: (86-22) 59901301 Tel: (86-532) 68695000 Tel: (86-28) 67398000 Hangzhou branch Tel: (86-571) 26898188
Fax: (86-571) 26898199 www.junhe.com com.
catalogue
1、 The substantive conditions of this offering 4 II. The controlling shareholder and actual controller of the issuer 4 III. main historical evolution and share capital of the issuer 4. The issuer’s business 5. Related party transactions and horizontal competition 5 VI. main property of the issuer 14 VII. Major creditor’s rights and debts of the issuer 16 VIII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors 22 IX. application of funds raised by the issuer 23 Annex I guarantee contract twenty-six
Beijing JUNHE law firm
About 68830
Issue A-Shares to specific objects in 2022
Supplementary legal opinion (I)
Xinjiang Daqo New Energy Co.Ltd(688303) ：
Beijing JUNHE law firm (hereinafter referred to as “the firm”) is entrusted by Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as “the issuer”) to appoint a lawyer (hereinafter referred to as “the lawyer of the firm”) to act as a distinguished legal adviser on matters related to the issuer’s issuance of A-share tickets to specific objects in 2022 (hereinafter referred to as “the offering” or “the offering to specific objects”), On February 11, 2022, the legal opinion of Beijing JUNHE law firm on issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 (hereinafter referred to as the original legal opinion) and the lawyer work report of Beijing JUNHE law firm on issuing A-Shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 (hereinafter referred to as the lawyer work report) were issued Hereinafter collectively referred to as “issued lawyer documents”).
Whereas Deloitte Touche Tohmatsu (special general partnership) (hereinafter referred to as “Deloitte”) has been entrusted by the issuer to audit the financial and accounting statements of the issuer in 2021 and issued Xinjiang Daqo New Energy Co.Ltd(688303) financial statements and audit report with unqualified opinion (DSB (s) Zi (22) No. p00885) (hereinafter referred to as “audit report”) Xinjiang Daqo New Energy Co.Ltd(688303) internal control audit report (DSB (he) Zi (22) No. e00024) (hereinafter referred to as the internal control report). According to the above-mentioned audit report and internal control report, the exchange has conducted supplementary verification and verification on the legal issues involved in the changes of the issuer’s relevant situation after the issuance of the lawyer’s documents, and hereby issued the supplementary legal opinion (I) of Beijing JUNHE law firm on Issuing A-share shares to specific objects in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 (hereinafter referred to as the “supplementary legal opinion”).
The exchange only gives legal opinions on legal issues related to this offering, and does not give opinions on accounting, auditing and other non legal professional matters. The quotation of the data and conclusions in the accounting statements and audit reports in this supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions. As for the contents of the above documents, the exchange does not have the appropriate qualification to verify and evaluate them.
This supplementary legal opinion only expresses legal opinions in accordance with the relevant provisions of the laws, regulations and normative documents in force in the people’s Republic of China (hereinafter referred to as “China”, but for the purpose of this supplementary legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and does not express legal opinions in accordance with overseas laws.
For the purpose of issuing this supplementary legal opinion, in accordance with the relevant provisions of relevant Chinese laws, regulations and normative documents, and on the basis of the facts on which the lawyer’s documents have been issued, our lawyers conducted supplementary investigation on the facts involved in issuing this supplementary legal opinion, and inquired and discussed the relevant matters with the directors, supervisors and senior managers of the issuer, Obtained the certificates and documents obtained by the issuer and provided to our lawyers.
In order to issue this supplementary legal opinion, our lawyers reviewed the relevant documents and copies provided by the issuer, and based on the following guarantee made by the issuer to our lawyers: the issuer has provided the original written materials, copies, copies or oral testimony necessary for issuing this supplementary legal opinion, without any omission or concealment; The duplicate materials or copies provided by them are completely consistent with the original materials or originals. The validity of the originals of all documents has not been revoked by relevant government departments within their validity period, and they are held by their respective legal holders on the date of issuance of this supplementary legal opinion; The documents provided and the signatures and seals on the documents are true; The documents provided and the facts stated are true, accurate and complete. For the fact that it is very important to issue this supplementary 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 / confirmation issued by the issuer to the exchange to issue this supplementary legal opinion.
This supplementary legal opinion is a supplement to the lawyer’s documents issued. Unless otherwise specified in the context, the terms, definitions and abbreviations used in this supplementary legal opinion have the same meanings as those used in the issued lawyer’s documents. All statements made in the lawyer’s documents issued by the office are also applicable to this supplementary legal opinion.
This supplementary 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 that the issuer will take this supplementary legal opinion as an integral part of its application materials for this issuance, and bear the responsibility for this supplementary legal opinion. The exchange agrees that the issuer may quote some or all of the relevant contents of this supplementary legal opinion in the prospectus related to this offering or in accordance with the examination requirements of the securities regulatory authority, and is responsible for the fact that the issuer will not cause legal ambiguity or misinterpretation when making the above quotation. In accordance with the requirements of the company law, the securities law, the measures for the administration of registration and other laws and regulations, the lawyers of the firm have examined and verified the documents and relevant facts provided by the issuer in accordance with the relevant provisions of the No. 12 reporting rules and the recognized business standards, ethics and the spirit of diligence and diligence in the Chinese lawyer industry, and on this basis, issued this supplementary legal opinion as follows:
1、 Substantive conditions of this offering (I) this offering has not resulted in any change in the issuer’s control
According to the information and confirmation provided by the issuer, as of December 31, 2021, Cayman Daquan held 79.57% of the total share capital of the issuer and was the controlling shareholder of the issuer; Xu Guangfu and Xu Xiang jointly hold 18.83% of the shares of Cayman Daquan and are the actual controllers of the issuer.
According to the calculation of the upper limit of 577.5 million shares issued in this issuance, after the completion of this issuance, the proportion of Cayman Daquan holding the total share capital of the issuer is 61.21%, which is still the controlling shareholder of the issuer, and Xu Guangfu and Xu Xiang are still the actual controllers of the issuer.
Accordingly, this issuance has not led to any change in the control of the issuer, and there is no situation stipulated in Article 91 of the measures for the administration of registration.
According to the audit report, the confirmation of the issuer and the verification of the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer has continuously met the substantive conditions of this issuance stipulated in the company law, the securities law, the measures for the administration of registration, the implementation rules and other laws, regulations and normative documents. 2、 Controlling shareholder and actual controller of the issuer
According to the information and confirmation provided by the issuer, as of December 31, 2021, Cayman Daquan held 79.57% of the total share capital of the issuer and was the controlling shareholder of the issuer; Xu Guangfu and Xu Xiang hold 18.83% of the shares of Cayman Daquan and are the actual controllers of the issuer.
Accordingly, Cayman Daquan is the controlling shareholder of the issuer, and Xu Guangfu and Xu Xiang are the actual controllers of the issuer. 3、 Main historical evolution and share capital of the issuer (I) share capital of the issuer
According to the information provided by the issuer and the annual report of Xinjiang Daqo New Energy Co.Ltd(688303) 2021 disclosed, as of December 31, 2021, the shareholding of the top ten shareholders of the issuer is as follows:
Serial number name / name of top ten shareholders number of shares (shares) shareholding ratio
1 Cayman Encyclopedia 153171850079.57%
Serial number name / name of top ten shareholders number of shares (shares) shareholding ratio
2 Chongqing Daquan 217815001.13%
3 Xu Guangfu 19.5 million 1.01%
4 Xu Xiang 195 Ping An Bank Co.Ltd(000001) .01%
China International Capital Corporation Limited(601995) – Agricultural Bank Of China Limited(601288) – China International Capital Corporation Limited(601995) Xinjiang
5 Daquan No. 1 employee participates in the strategic allocation of science and Innovation Board
