688303: Special Verification Opinions of China International Capital Corporation on Xinjiang Daquan New Energy Co., Ltd. adjusting the implementation location, implementation subject and investment amount of some fund-raising projects
DATE:  Jan 04 2022

China International Capital Corporation Limited

About Xinjiang Daqo New Energy Co., Ltd

Adjust the implementation location, implementation subject and investment amount of some fund-raising projects.

Special verification opinions

China International Capital Corporation Limited (hereinafter referred to as "CICC" or "sponsor") as Xinjiang Daqo New Energy Co., Ltd. (hereinafter referred to as "Daqo Energy" or "Company") initial public offering of shares and listed on the Science and Technology Innovation Board and continuous supervision of the sponsor, according to the "Administrative Measures for the Sponsorship of Securities Issuance and Listing", "Guidelines for the Continuous Supervision of Listed Companies on the Shanghai Stock Exchange", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Listed Company Supervision Guidelines No. 2-Management of Funds Raised by Listed Companies And the use of regulatory requirements", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-regulatory Rules Application Guidelines No.)" and other relevant regulations, special verification was carried out on the implementation location, implementation subject and input amount of some of the fund-raising projects of Daqo Energy Adjustment, and the verification results and verification opinions are as follows:

Basic situation of 1. raised funds

According to the "Approval for Approval of the Registration of the Initial Public Offering of Xinjiang Daquan New Energy Co., Ltd." issued by the China Securities Regulatory Commission (Zheng Jian Ke [2021] No. 2110), the company publicly issued 300 million RMB ordinary shares to the public for the first time. (Each par value is RMB 1), the company has completed this issuance and securities registration, and the company's shares will be listed on the Shanghai Stock Exchange on July 22, 2021.

According to the Capital Verification Report (Deshi Bao (Yan) Zi (21) No. 00348) issued by Deloitte Touche Tohmatsu (Special General Partnership), as of July 19, 2021, the company has actually publicly issued 300 million RMB ordinary shares 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 the stock issue is RMB 6,447,000,000.00. After deducting the relevant issuance expenses of RMB 379,808,207.55, the net amount of funds raised is RMB 6,067,191,792.45.

In order to standardize the management of the company's fund-raising and protect the rights and interests of investors, the company has set up a special fund-raising project.

Account, the implementation of special storage, earmarking of funds raised. After deducting the issuance expenses, the funds raised by the company's initial public offering will be invested in the following projects in order of priority:

Unit: ten thousand yuan

No. Project Name Estimated Total Investment Estimated Investment Amount of Raised Funds

1. Annual output of 1,000 tons of high-purity semiconductor materials project 42,105.00 42,105.00

2. Annual output of 35,000 tons of polysilicon project 351,188.84 351,188.84

3. Supplementary working capital 106,706.16 106,706.16

Total 500,000.00 500,000.00

2. this adjustment part of the fund-raising project implementation location, implementation subject and investment amount.

One of the company's initial public offering fund-raising investment projects, "annual output of 1,000 tons of high-purity semiconductor materials project", was originally planned to be constructed and implemented by the company in Shihezi City, Xinjiang, with a total investment of 421.05 million yuan.

The Company intends to adjust the location, subject and amount of investment of the "Project with an annual output of 1,000 tons of high-purity semiconductor materials", as follows:

1. Adjustment of implementation location

Remarks before and after adjustment of project name

Annual output of 1,000 tons of high purity semi-Inner Mongolia package, Jiuyuan District, New Baotou City, Shihezi City, Xinjiang

Conductor Material Project Material Industrial Park Neitou Jiuyuan Industrial Park-

2. Adjustment of the implementation subject

Remarks before and after adjustment of project name

Inner Mongolia Daquan Xinneng

Annual output of 1,000 tons of high-purity semi-Inner Mongolia Daqo New Energy Co., Ltd.

Company Source Limited for Public

Conductor Material Project Company

A wholly-owned subsidiary of the Company

3. Adjustment of input amount

Remarks before and after adjustment of project name

Annual output of 1,000 tons of high purity semi-new 128.95 million yuan

421.05 million yuan and 550 million yuan are used by the company.

Conductor Material Project

Capital investment

3. reasons for adjusting the implementation location, implementation subject and investment amount of some of the fund-raising projects.

According to the future strategic development plan and the actual construction of the fund-raising project, in order to make full use of the advantages of Baotou industrial base resources and talents, to achieve the rational allocation of the company's resources, the company decided to adjust the annual output of 1,000

Tons of high-purity semiconductor materials project implementation location and implementation of the main body. In view of the adjustment of the implementation location of the project and the recent increase in the prices of steel, copper and other raw materials, the company adjusted the project investment budget and increased the amount of construction investment for the project, taking into account the actual needs of subsequent project construction.

4. the impact of this adjustment on the company of the implementation location, implementation subject and investment amount of some of the fund-raising projects.

The company's adjustment of the implementation location, implementation subject and investment amount of the "project with an annual output of 1,000 tons of high-purity semiconductor materials" is based on the company's industrial layout, future strategic development plan and the actual construction needs of specific projects. The investment direction of the raised funds has not been changed, and there is no disguised change in the use of the raised funds, which will not harm the interests of the company and shareholders. The company will strictly abide by the Regulatory Guidelines for Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Rules Application Guidelines No. 1-Standardized Operation" "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant laws and regulations, as well as the company's "Raised Funds Management System" requires the use of raised funds.

5. deliberative decision-making process

On December 31, 2021, the 19th meeting of the second board of directors of Daqo energy and the 12th meeting of the second board of supervisors passed the proposal on adjusting the implementation location, implementation subject and investment amount of some raised investment projects. The independent directors of the Company have issued an independent opinion expressly consented. The adjustment of the implementation location, implementation subject and investment amount of some of the fund-raising projects still needs to be submitted to the general meeting of shareholders for consideration.

6. recommendation

Upon verification, the sponsor, CICC, believes that:

The company's adjustment of the implementation location, implementation subject and investment amount of the "Project with an annual output of 1,000 tons of high-purity semiconductor materials" has been reviewed and approved at the 19th meeting of the company's second board of directors and the 12th meeting of the second board of supervisors. The independent directors issued a clearly agreed independent opinion and will be submitted to the general meeting of shareholders for deliberation, the review procedures are in line with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Listed Company Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Shanghai Stock Exchange Science and Technology Innovation Board Self-Regulatory Rules Applicable Guidelines No. 1-Standardized Operation" and other relevant regulations and regulatory documents, as well as the "Articles of Association.

The company's adjustment of the implementation location, implementation subject and investment amount of the "project with an annual output of 1,000 tons of high-purity semiconductor materials" is based on the company's industrial layout, future strategic development plan and the actual construction needs of specific projects. The investment direction of the raised funds has not been changed, and there is no disguised change in the use of the raised funds, which will not harm the interests of the company and shareholders.

In summary, the sponsor has no objection to the company's adjustment of the implementation location, implementation subject and investment amount of some of the fund-raising projects.

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