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Securities code: 688303 Securities abbreviation: Daqo Energy Announcement No.: 2024-056
Xinjiang Daqo New Energy Co., Ltd
Announcement of the resolution of the 13th meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Xinjiang Daqo New Energy Co., Ltd. (hereinafter referred to as the "Company") was launched on October 30, 2024
The conference room on the 29th floor of Huadu Building, No. 838 Zhangyang Road, Pudong New Area, Shanghai, Block A/J will be called by on-site combined communication
The 13th meeting of the third session of the board of directors was held. The Notice of Meeting, Notice of Change, and Meeting Materials have been published in 2024, respectively
On October 22 and October 28, 2024, it was sent to all directors by email. This meeting should be attended by Director 8
name, and there are 8 directors. The meeting was convened and presided over by Mr. Xu Guangfu, chairman of the board.
The convening and convening procedures of this meeting are in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and other relevant laws and regulations, as well as the Articles of Association of Xinjiang Daqo New Energy Co., Ltd. (hereinafter referred to as the "Articles of Association"). After careful deliberation, all the directors attending the meeting unanimously passed the following proposals:
1. Reviewed and passed the "Proposal on Exemption from Sending Notices of Board Meetings in Advance"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
2. Reviewed and approved the "Proposal on the Company's Third Quarter Report of 2024"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
This proposal has been deliberated and approved by the Audit Committee.
For details, please refer to the "Third Quarterly Report of Xinjiang Daqo New Energy Co., Ltd. 2024" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
3. Reviewed and approved the "On the Abolition of the 2022 Restricted Stock Incentive Plan, Part of which has been granted but has not yet been vested".
Restricted Stock Proposal》
After deliberation, the Board of Directors is of the view that in view of the incentive objects granted under the Company's 2022 restricted stock incentive plan
Among them, 91 incentive recipients have resigned due to personal reasons, and the 2.136 million restricted shares that have been granted but not yet vested shall not be vested and shall be invalidated by the company; There are 56 incentive recipients who have been granted but not yet vested 69,600 restricted shares that have been granted but not yet vested due to the performance appraisal of B at the individual level, and will be invalidated by the company; The 3 incentive recipients were rated I in the individual-level performance appraisal results of the second vesting period, and the 18,000 restricted shares that have been granted but not yet vested shall not be vested and will be invalidated by the company. The 2,223,600 restricted shares that have been granted but not yet vested by the aforesaid persons shall not be vested and shall be voided by the company. Therefore, the directors present at the meeting unanimously agreed to pass this proposal.
The independent directors of the Company have expressed an independent opinion on the above matters with which they express their unequivocal agreement.
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
This proposal has been deliberated and approved by the Remuneration and Appraisal Committee.
For details, please refer to the "Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Abolition of Part of the Restricted Shares Granted but Not Vested in the 2022 Restricted Stock Incentive Plan" (Announcement No.: 2024-053) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
4. Reviewed and approved the "Completion of the Vesting Conditions for the Second Vesting Period of the Company's 2022 Restricted Stock Incentive Plan".
Motions》
After deliberation, the board of directors believes that the vesting conditions stipulated in the second vesting period of the company's 2022 restricted stock incentive plan have been fulfilled, and the number of shares attributable this time is 5.2404 million shares, and it is agreed that the company will handle matters related to the vesting of restricted shares for 646 incentive recipients who meet the vesting conditions in accordance with the relevant provisions of the 2022 restricted stock incentive plan (draft).
The independent directors of the Company have expressed an independent opinion on the above matters with which they express their unequivocal agreement.
The result of the vote: 4 votes in favor, 0 votes against, 0 abstentions
The non-affiliated directors unanimously approved the proposal.
The affiliated directors Mr. Xu Guangfu, Mr. Xu Xiang, Mr. Shi Dafeng and Mr. Sun Yicheng abstained from voting on this proposal.
This proposal has been deliberated and approved by the Remuneration and Appraisal Committee.
For details, please refer to the "Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Achievement of the Vesting Conditions for the Second Vesting Period of the 2022 Restricted Stock Incentive Plan" (Announcement No.: 2024-054) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
5. Reviewed and approved the "Proposal on the Appointment of the General Manager of the Company"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
For details, please refer to the "Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Resignation of Directors and General Manager and By-election of Directors and Appointment of General Manager" (Announcement No.: 2024-055) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
6. Reviewed and approved the "Proposal on By-election of Non-Independent Directors of the Third Board of Directors of the Company"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
This proposal has been deliberated and passed by the nomination committee.
For details, please refer to the "Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Resignation of Directors and General Manager and By-election of Directors and Appointment of General Manager" (Announcement No.: 2024-055) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
7. Reviewed and approved the "Proposal on Adjusting the Members of the Special Committee of the Third Board of Directors of the Company"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
For details, please refer to the "Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Resignation of Directors and General Manager and By-election of Directors and Appointment of General Manager" (Announcement No.: 2024-055) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
8. Reviewed and approved the "Proposal on Proposing to Convene the Second Extraordinary General Meeting of Shareholders of the Company in 2024"
The result of the vote: 8 votes in favor, 0 votes against, 0 abstentions
The announcement is hereby made.
Board of Directors of Xinjiang Daqo New Energy Co., Ltd
October 31, 2024
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