Beijing JUNHE law firm
About 68830
Issue A-Shares to specific objects in 2022
of
Supplementary legal opinion (II)
March, 2002
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catalogue
1、 Question 1 of the audit inquiry letter about raised investment projects 4 II. Question 2 of the audit inquiry letter on environmental assessment, land and other matters 9 III. question 3 of the audit inquiry letter on violations of laws and regulations 13 IV. question 4 of the audit inquiry letter about related party transactions 18 v. question 9 of the audit inquiry letter others twenty-two
Beijing JUNHE law firm
About 68830
Issue A-Shares to specific objects in 2022
Supplementary legal opinion (II)
To: 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 Shanghai Stock Exchange issued the inquiry letter on the examination of Xinjiang Daqo New Energy Co.Ltd(688303) the application documents for issuing shares to specific objects (szkss (refinancing) [2022] No. 40) (hereinafter referred to as the inquiry letter) on March 4, 2022, We hereby issue the supplementary legal opinion (II) 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") on the legal issues involved in the audit inquiry letter.
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 securities law, with reference to the No. 12 Filing Rules and other relevant provisions, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have reviewed and verified the documents and relevant facts provided by the issuer, and hereby issue this supplementary legal opinion as follows:
1、 Question 1 of the audit inquiry letter about raised investment projects
According to the application materials, 1) the total investment of the project with an annual output of 100000 tons of high-purity silicon-based materials is 8003348600 yuan, which is planned to be invested with all the raised funds; 2) The current production capacity of the company is 105000 tons / year. According to the data of silicon industry branch, China's polysilicon output in 2021 was about 488000 tons, and the company's polysilicon output in the corresponding period was 86600 tons, accounting for 17.75% of China's polysilicon output; 3) Before this issuance, the company's main production location was Shihezi City, Xinjiang. After this issuance, the company will implement the raised investment project of this issuance in Baotou City, Inner Mongolia.
The issuer is requested to explain: (1) the differences between the products of this raised investment project and the issuer's existing products and the 35000 T / a polycrystalline silicon project of the previous raised investment project in terms of technical level, process difficulty and application field; (2) Analyze the rationality of the above new capacity planning in combination with market capacity, current and under construction capacity of the market, industry development trend, changes in industrial policies, market share of the issuer, current and under construction project capacity of the issuer, etc; In combination with the above situation, the issuer's business plan, the estimated capacity utilization after the previous raised investment, the main customers, the proportion of the issuer's sales volume to the main customers in its purchase volume, the issuer's orders, etc., analyze whether the issuer's raised investment project capacity can be fully eliminated; (3) The issuer's specific arrangements for Inner Mongolia Daquan in terms of business management, personnel team and corporate governance, relevant internal control systems and their effectiveness, and whether the issuer can effectively control the production and operation of Inner Mongolia Daquan; (4) The reason and rationality of the close time interval between the funds raised this time and the funds raised last time.
The lawyer of the issuer is requested to check and comment on the above matters (3) and (4).
reply:
1、 The issuer's specific arrangements for Inner Mongolia Daquan in terms of business management, personnel team and corporate governance, relevant internal control systems and their effectiveness, and whether the issuer can effectively control the production and operation of Inner Mongolia Daquan
According to the issuer's instructions, the issuer adopts the vertical management mode of unified management and decentralized operation. The issuer is responsible for integrating resources and formulating the overall strategic development plan. The subsidiary Inner Mongolia Daquan will copy Xinjiang Daqo New Energy Co.Ltd(688303) 's successful operation experience and implement systematic, standardized and digital operation. The issuer will provide strong support for it, and its production and operation will be integrated into the issuer's management information system.
The issuer appoints senior managers to work in the subsidiary of Inner Mongolia Daquan, which is responsible for the staffing plan of all departments in Inner Mongolia Daquan and supervising the implementation of various management systems, including the establishment of important systems such as regular reporting system of managers, financial information reporting system, operation and management information reporting system, major college affairs reporting system and major emergencies reporting system; The core personnel of Inner Mongolia Daquan are trained and appointed internally by the issuer and serve in key positions of Inner Mongolia Daquan.
The issuer implements strict financial supervision over Daquan in Inner Mongolia through the financial management and regulation means of the headquarters, including financial payment, financial budget, financial analysis, foreign investment, financing, salary management, etc; Make use of the advantages of centralized and unified procurement of the head office to reduce procurement costs while effectively managing; In terms of production plan, the issuer regularly reviews and approves the letter of responsibility for Inner Mongolia Daquan's monthly / annual business objectives. Inner Mongolia Daquan organizes production according to the plan, and the issuer is responsible for unified supervision and management; In terms of technology research and development, relying on the technology center and scientific research team established by the issuer, Inner Mongolia Daquan continuously improves product quality, improves production efficiency and reduces production costs through long-term scientific and technological breakthrough and technological innovation; In terms of quality control, the issuer has established a quality management system in accordance with iso9 Dongrui Food Group Co.Ltd(001201) 5 quality management system - requirements, stipulated the basic framework, scope and requirements of the quality management system including the issuer and its subsidiaries, Inner Mongolia Daquan, and clarified the scope of the quality management system and the summary of procedure documents.
At the same time, the issuer has formed a stable downstream customer group. Inner Mongolia Daquan will further expand market sales by using the sales platform established by the issuer. The terms of the supply agreement (specifications, models and pricing principles, scope of supply, agreement period, advance collection, settlement method, payment method, delivery cycle, quality standard, packaging, transportation, delivery, acceptance and other terms) are uniformly formulated by Xinjiang Daqo New Energy Co.Ltd(688303) company.
To sum up, in addition to being responsible for the operation decision-making of Inner Mongolia Daquan as a wholly-owned shareholder, the issuer puts forward unified system requirements for the subsidiary Inner Mongolia Daquan in terms of management personnel allocation, system improvement, financial supervision, production plan arrangement, technology R & D team construction, quality control and marketing, and allocates key management personnel to uniformly manage and coordinate the daily operation of Inner Mongolia Daquan, The issuer can effectively control its production and operation information system.
2、 Reasons and rationality for the close time interval between the raised funds this time and the previous raised funds
According to the relevant provisions of the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version) and the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange: "If a listed company applies for additional issuance, allotment of shares or non-public offering of shares, the resolution date of the board of directors of this offering shall in principle not be less than 18 months from the date when the funds raised in the previous offering are in place. If the funds raised in the previous offering are basically used up or the investment direction of the funds raised has not changed and are invested as planned, it may not be subject to the above restrictions, but the corresponding interval shall in principle not be less than 6 months. The funds raised in the previous offering include initial offering, additional issuance, allotment of shares and non-public offering Stock. The provisions of this article shall not apply to the issuance of convertible bonds, preferred shares and small and rapid financing on the gem by listed companies.
According to the information provided by the issuer, the date when the funds raised by the issuer were paid in the previous time was July 19, 2021. The board of directors held a meeting on January 23, 2022 to consider the issue of shares to specific objects. The time interval between this securities issue and the date when the funds raised in the previous time was more than 6 months, It complies with the relevant provisions of the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version) and the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange.
The reasons and rationality of the time interval of this raised fund compared with the previous raised fund are as follows: 1. The development prospect of photovoltaic industry
