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Stock code: 688303 Stock abbreviation: Daqo Energy
Xinjiang Daqo New Energy Co., Ltd
2nd Extraordinary General Meeting of Shareholders in 2024
Meeting Materials
December 2024
Table of Contents
Notice of the Second Extraordinary General Meeting of Shareholders in 2024...... 1
Agenda of the 2024 Second Extraordinary General Meeting of Shareholders...... 3
Proposal of the Second Extraordinary General Meeting of Shareholders in 2024...... 5
Motion 1...... 5
Proposal on re-appointing Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) as the company's auditor in 2024.5
Motion 2...... 6
Proposal on the by-election of non-independent directors of the third board of directors of the company...... 6
Xinjiang Daqo New Energy Co., Ltd
Notice to the 2024 Second Extraordinary General Meeting of Shareholders
In order to safeguard the legitimate rights and interests of investors and ensure that shareholders exercise their rights during the general meeting of shareholders in accordance with the law, in accordance with the "Company Law of the People's Republic of China", the "Rules of the General Meeting of Shareholders of Listed Companies" of the China Securities Regulatory Commission and the "Rules of Procedure of the General Meeting of Shareholders" of the company, the notice of this meeting is hereby formulated:
1. The company is responsible for the agenda and affairs of the general meeting of shareholders, in order to confirm the attendance of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants, and ask the checked person to cooperate.
2. Shareholders and shareholders' agents attending the on-site meeting must go through the sign-in procedures at the meeting site half an hour before the meeting, and present the securities account card, identity document or copy of the business license/registration certificate (with official seal), power of attorney, etc., a copy of the above registration materials shall be provided, a copy of the personal registration materials shall be signed by the individual, and the copy of the legal representative certification document shall be stamped with the company's official seal, and the meeting can only be attended after verification. After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.
3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.
4. Shareholders and their representatives enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.
5. Shareholders and their representatives who request to speak shall speak only after obtaining the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Shareholders and shareholders' representatives should speak or ask questions around the topics of the general meeting of shareholders, concise and to the point, and the time should not exceed 5 minutes in principle.
6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.
7. The moderator may arrange for the company's directors and senior management personnel to answer the questions raised by shareholders, and the moderator may disclose the company's trade secrets or insider information and damage the common interests of the company and shareholders
The person designated by the relevant person has the right to refuse to answer.
8. Shareholders and shareholders' representatives 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 papers. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".
9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
10. The general meeting of shareholders will be witnessed and issued by the practicing lawyers of the law firm hired by the company on the spot.
11. During the meeting, participants should pay attention to maintaining the order of the venue, not moving around at will, adjusting the mobile phone to mute, refusing personal audio recording, video recording and taking pictures, and the meeting staff has the right to stop the behavior that interferes with the normal order of the meeting or infringes on the legitimate rights and interests of other shareholders and reports to the relevant departments.
12. The expenses incurred by shareholders and their representatives to attend the general meeting of shareholders shall be borne by the shareholders. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging matters such as food and lodging for shareholders attending shareholders' meetings, so as to treat all shareholders equally.
Xinjiang Daqo New Energy Co., Ltd
Agenda for the 2nd Extraordinary General Meeting of Shareholders in 2024
1. Time, place and voting method of the meeting
1. On-site meeting time: 14:30 p.m. on December 10, 2024 (Tuesday).
2. On-site meeting place: Meeting Room A/J, 29th Floor, Huadu Building, No. 838 Zhangyang Road, Pudong New Area, Shanghai
3. Convener of the meeting: Board of Directors of Xinjiang Daqo New Energy Co., Ltd
4. Moderator: Mr. Xu Guangfu, chairman of the board
5. The system, start and end time and voting time of online voting
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting starts and ends from December 10, 2024 to December 10, 2024
Using the online voting system of the Shanghai Stock Exchange, the voting time of the voting platform through the trading system is as follows
The trading hours on the day of the General Meeting of Shareholders (December 10, 2024), i.e. 9:15-9:25, 9:30-
11:30, 13:00-15:00, voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda:
(1) Participants sign in and receive conference materials
(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and their holdings
The number of voting rights, introducing the participants and attendees of the on-site meeting
(3) The presiding officer reminds the general meeting of shareholders to know the meeting
(D) the election of tellers and scrutineers
(5) To deliberate the motions of the meeting item by item
Types of voting shareholders
Serial No. Name of Proposal Shareholders of A shares
Non-cumulative voting motions
1 Regarding the renewal of the appointment of Deloitte Touche Tohmatsu Certified Public Accountants (Special General √
Partnership) is the company's 2024 auditor
Cumulative voting motions
2.00 Candidates (1) for the by-election of non-independent directors of the third board of directors of the company
table
2.01 Regarding the by-election of Mr. Zhu Wengang as a non-√ of the third board of directors of the company
Proposals of independent directors
(6) Shareholders and shareholders' representatives at the meeting make speeches and ask questions
(7) Shareholders and shareholders' representatives at the meeting vote on various proposals
(8) Adjournment, tellers and scrutineers count the results of on-site voting
(9) Summarize the results of online voting and on-site voting
(10) The presiding officer reads out the voting results of the general meeting of shareholders and the resolution of the general meeting of shareholders
(11) Witness the lawyer's reading of the legal opinion of the general meeting of shareholders
(12) Sign the documents of the meeting
(13) The presiding officer announced the end of the general meeting of shareholders
Xinjiang Daqo New Energy Co., Ltd
2024 Second Extraordinary General Meeting of Shareholders Meeting Proposals
Motion 1
Regarding the renewal of the appointment of Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) as the Company for the year 2024
Auditor's Motion
Dear Shareholders and Agents,
Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) is an accounting firm approved by the Ministry of Finance of the People's Republic of China and the China Securities Regulatory Commission with securities and futures qualifications. In the process of auditing the 2023 accounting statements of Xinjiang Daqo New Energy Co., Ltd. (hereinafter referred to as the "Company"), Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) has a serious attitude, rigorous work, standardized behavior, objective conclusions, and can comply with the professional ethics of the accounting firm in accordance with the requirements of the Chinese Certified Public Accountants Auditing Standards, and objectively and fairly express opinions on the company's accounting statements. In order to maintain the continuity of the company's external audit work, comprehensively consider the audit quality and service level, and based on the good cooperation between the two parties, the company intends to continue to engage Deloitte Touche Tohmatsu Certified Public Accountants (special general partnership) as the company's 2024 annual financial report and internal control audit institution, and the audit fee (including financial report audit fee and internal control audit fee) shall be submitted by the board of directors of the company to the general meeting of shareholders to authorize the company's management to comply with the 2024 report The actual business situation and market situation of the company shall be determined through negotiation with Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership), and relevant service agreements shall be signed.
This proposal has been deliberated and passed by the 14th meeting of the third board of directors of the company on November 14, 2024
For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 16, 2024
Announcement of Xinjiang Daqo New Energy Co., Ltd. on Re-appointing Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) as the Company's 2024 Auditor (Announcement No.: 2024-059).
It is hereby submitted to the general meeting of shareholders for deliberation and voting.
Board of Directors of Xinjiang Daqo New Energy Co., Ltd
December 10, 2024
Bill II
Proposal on the by-election of non-independent directors of the third board of directors of the company
Dear Shareholders and Agents,
The board of directors of the company recently received a written resignation report submitted by Mr. Wang Xiyu, director and general manager, Mr. Wang Xiyu, director and general manager, resigned from the company's director, general manager and member of the special committee due to the company's post adjustment, and Mr. Wang Xiyu will still be responsible for other business work in the company after the resignation, and still belong to the company's core technical personnel. In order to improve the corporate governance structure and ensure the normal operation of the board of directors, in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of Xinjiang Daqo New Energy Co., Ltd., the board of directors of the company intends to nominate Mr. Zhu Wengang (see the attachment for details of Mr. Zhu Wengang's resume) as a non-independent director candidate for the third board of directors of the company. The term of office shall be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of the third session of the board of directors.
Motions will be voted on in the form of sub-motions using a cumulative voting system:
2.01 "Proposal on the By-election of Mr. Zhu Wengang as a Non-Independent Director of the Third Board of Directors of the Company"
This proposal has been deliberated and passed by the thirteenth meeting of the third board of directors of the company on October 30, 2024
For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 31, 2024
Announcement of Xinjiang Daqo New Energy Co., Ltd. on the Resignation of Directors and General Managers and By-election of Directors and Appointment of General Managers (Announcement No.: 2024-055).
It is hereby submitted to the general meeting of shareholders for deliberation and voting.
Attachment: Biographies of Non-Independent Directors of the Third Board of Directors
Board of Directors of Xinjiang Daqo New Energy Co., Ltd
December 10, 2024
Attachment: Biographies of non-independent directors of the third session of the Board of Directors
Mr. Zhu Wengang, born in August 1969, Chinese nationality, no right of permanent residence abroad, Chengdu University of Science and Technology
Graduated with a degree in Technology and Engineering. From August 2008 to July 2017, he served as the polysilicon director of Chongqing Daqo New Energy Co., Ltd
General Manager of Business Division; From July 2017 to July 2022, he served as the general manager of safety and environmental protection of Xinjiang Daqo New Energy Co., Ltd
Supervise; From July 2022 to January 2023, he served as the director of safety and environmental protection of Inner Mongolia Daqo New Energy Co., Ltd.; January 2023
From August 2023, he served as the general manager of the safety and environmental protection department of Daqo Energy Headquarters; From August 2023 to October 2024, he will be in the all-round
Yuan Vice President and General Manager of Xinjiang Manufacturing Base; Since October 2024, he has served as the general manager of Daqo Energy.
Mr. Zhu Wengang does not directly hold shares in Xinjiang Daqo New Energy Co., Ltd. There is no relationship between it and the controlling shareholder, actual controller, other shareholders holding more than 5% of the company's shares, and other directors, supervisors and senior management.
Mr. Zhu Wengang does not have any circumstances that prohibit him from serving as a director or senior manager of the Company as stipulated in the Company Law, has not been subject to administrative punishment by the China Securities Regulatory Commission or publicly reprimanded or criticized by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, etc., nor is he a "dishonest person subject to execution", and complies with the Company Law, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws and regulations and the Articles of AssociationQualifications for the required positions.
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