Daqo Energy: China International Capital Corporation Limited's Verification Opinions on the Completion of Xinjiang Daqo New Energy Co., Ltd.'s Fundraising and Investment Project and the Permanent Replenishment of Liquidity and Cancellation of the Special Account for Raised Funds by Surplus Raised Funds
DATE:  Jan 01 2025

China International Capital Corporation Limited

About Xinjiang Daqo New Energy Co., Ltd

The completion of the fund-raising project and the surplus raised funds permanently replenish the working capital and cancel the special funds raised

households

China International Capital Corporation Limited (hereinafter referred to as "CICC" or the "Sponsor"), as the sponsor of Xinjiang Daqo New Energy Co., Ltd. (hereinafter referred to as "Daqo Energy" or the "Company") in its initial public offering and listing on the Science and Technology Innovation Board and the issuance of shares to specific targets, has continued to supervise the sponsor in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange. The relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant provisions have verified the completion of the company's fund-raising projects and the permanent replenishment of liquidity and the cancellation of the special account for the raised funds with surplus raised funds, the details of which are as follows:

First, the basic situation of the funds raised

1. The actual funds raised by the initial public offering of shares

According to the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Xinjiang Daqo New Energy Co., Ltd." (Zheng Jian Xu Xu [2021] No. 2110), the company's application for registration of the initial public offering of shares was approved. With the approval of the Shanghai Stock Exchange, the company was issued to the public for the first time

30,000,000 RMB ordinary shares (A shares) at an issue price of RMB21.49 per share, to be raised

The total amount of funds was RMB6,447,000,000.00, and the actual net amount of funds raised was RMB6,067,191,792.45 after deducting the issuance expenses of RMB379,808,207.55. All the funds raised from the IPO have been fully secured and verified by Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership), and the Capital Verification Report (Deshi Bao (21) No. 00348) was issued on July 19, 2021. See details for details

On July 21, 2021, Daqo Energy was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Announcement of Listing on the Science and Technology Innovation Board for Initial Public Offerings of Stocks.

2. The actual funds raised from the issuance of A-shares to specific targets in 2022

According to the China Securities Regulatory Commission's Reply on Agreeing to the Registration of Xinjiang Daqo New Energy Co., Ltd. to Issue Shares to Specific Targets (Zheng Jian Xu Xu [2022] No. 1119), it is agreed that the Company will issue A shares to specific targets (hereinafter referred to as "private placement"). The number of shares issued by the company is as follows:

212,396,215 shares at an issue price of RMB51.79 per share, raising a total of RMB 1

RMB10,999,999,974.85, deducting the issuance expenses excluding tax of RMB63,227,799.87, the actual net proceeds were RMB10,936,772,174.98. All the above-mentioned raised funds have been received and have been verified by Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) and issued "Deshi Bao (Verification) Zi (22) No. 00299" "Capital Verification".

Report. For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange on July 7, 2022

(www.sse.com.cn) Announcement of Xinjiang Daqo New Energy Co., Ltd. on Signing a Tripartite Supervision Agreement on the Storage of Raised Funds in a Special Account (Announcement No.: 2022-051).

2. Fundraising and investment projects

1. The actual use of funds raised in the initial public offering of shares

According to the company's "Prospectus" and "Announcement on the Use of Part of the Over-raised Funds to Increase the Investment Amount of the Raised Projects" (Announcement No.: 2021-009) disclosed in the investment projects of the raised funds and the use plan of the raised funds, the use plan of the raised funds is as follows:

Unit: 10,000 yuan

Serial No. Project Name Originally planned to be invested in fund-raising Funds to be used after adjustment

Gold Amount The amount of gold invested

1 annual output of 1000 tons of high-purity semiconductor materials project 42,105.00 42,105.00

2 annual output of 35000 tons of polysilicon project 351,188.84 408,762.63

3 Replenishment of liquidity 106,706.16 106,706.16

Total 500,000.00 557,573.79

2. The actual use of funds raised from the issuance of A-shares to specific targets in 2022

According to the company's "prospectus" disclosed in the raised funds investment projects and the use of raised funds plan, the use of raised funds plan is as follows:

Unit: 10,000 yuan

Serial No. Project Name Total Investment of the Project The amount of funds to be raised

1. Annual output of 100,000 tons of high-purity silicon-based materials project 800,334.86 800,334.86

2 Replenishment of liquidity 299,665.14 299,665.14

Total 1,100,000.00 1,100,000.00

Note: As of June 30, 2024, the deposit and actual use of the funds raised by the company's initial public offering are detailed in the company's account

Xinjiang Daqo New Energy Stocks disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on August 27, 2024

Special Report on the Deposit and Actual Use of Raised Funds in the Half Year of 2024 (Announcement No.: 2024-

040), the deposit and actual use of the funds raised from the public offering of shares to specific targets are detailed in the company's announcement on March 30, 2024

The "Special Report of Xinjiang Daqo New Energy Co., Ltd. on the Deposit and Actual Use of Raised Funds in 2023" (Announcement No.: 2024-014) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

3. The use of funds and savings of the fund-raising and investment projects completed this time

(1) The specific use and savings of the raised funds

The company's fundraising projects are "polysilicon project with an annual output of 35,000 tons" and "an annual output of 1,000 tons

tons of high-purity semiconductor materials project" and "annual output of 100,000 tons of high-purity silicon-based materials project". As of the date of issuance of this verification opinion, the above-mentioned fundraising and investment projects have been implemented in accordance with the plan, and have reached the predetermined usable state, meeting the conditions for completion. The specific use of funds and savings of the fundraising and investment projects completed this time are as follows:

Unit: 10,000 yuan

It is planned to invest in raising funds Cumulative investment in raising interest and financial management income Estimated savings raised

Project Name Amount of Funds (A) Amount of Funds (B) Amount of Funds (Deduction Procedures Amount of Funds.)

fee) (C) (D=A-B+C)

Annual output of 1000 tons of high purity

Semiconductor Materials Project 42,105.00 42,875.33 770.33 -

Annual output of 35,000 tons of polycrystalline 408,762.63 399,143.70 1,554.39 11,173.32

Silicon project

The annual output is 100,000 tons of high purity

Silicon-based materials project 800,334.86 801,864.78 1,529.92 -

Note 1: "Cumulative amount of funds invested" includes interest and wealth management income on part of the funds raised;

Note 2: "Interest and wealth management income" does not include bank interest income that has not yet been received, and the actual amount is subject to the balance of the special account on the day when the funds are transferred out;

Note 3: "Estimated Surplus Raised Funds" includes the outstanding balance of the project, equipment and contract warranty of the fund-raising project, and the surplus funds to be paid by the fund-raising project will be paid with its own funds after all the surplus funds are transferred out.

Note 4: Any penny difference in the above table data is due to rounding.

(2) The main reasons for the surplus of raised funds

In the construction process of the fund-raising project, the company starts from the actual situation of the project and ensures the quality of the project

Under the premise of adhering to the principles of reasonableness, effectiveness, prudence and economy, we have strengthened the control, supervision and management of costs and expenses in all aspects of project construction, and reasonably reduced the total expenditure of the project.

In addition, in order to improve the efficiency and income of the raised funds, and make reasonable use of idle raised funds, the company has obtained certain cash management income by using part of the temporarily idle raised funds for cash management without affecting the normal implementation of the raised funds investment projects, not affecting the normal production and operation of the company, and ensuring the safety of the raised funds.

To sum up, the company has strengthened the control, supervision and management of the costs of all aspects of project construction, as well as the cash management of idle raised funds, which has promoted the formation of capital savings in the fund-raising projects.

Fourth, the plan for the use of surplus funds and the cancellation of the special account for fund-raising funds

The company intends to permanently supplement the company's working capital with the surplus funds after the completion of the project (the actual amount is subject to the surplus amount of the project funds calculated on the day of fund transfer), which is conducive to meeting the company's daily operation demand for working capital, improving the efficiency of the use of raised funds, reducing the company's financial costs, and improving the company's profitability, which is in line with the interests of the company and all shareholders. The company uses the surplus raised funds to permanently replenish the working capital, and there is no disguised change in the investment direction of the raised funds, which is in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the use of raised funds by listed companies. After the transfer of the above-mentioned surplus raised funds is completed, the company will go through the cancellation procedures of the above-mentioned special account for raised funds, and the supervision agreement on the special account for raised funds signed by the company with the sponsor institution and the opening bank will be terminated.

The company takes into account that the payment cycle is long, and the fund-raising projects have been implemented in accordance with the plan, and have reached the intended usable state, and meet the conditions for completion, in order to improve the efficiency of the use of funds and avoid long-term idleness of funds, it is proposed to permanently supplement the working capital with the amount that has not yet been paid. When the payment terms are met, the company will make the payment from its own funds. If the actual outstanding amount exceeds the current expected outstanding amount, the company will make up the amount with its own funds.

5. The impact of the completion of the fund-raising project and the surplus raised funds to permanently supplement the working capital of the company

The completion of part of the company's fund-raising projects and the permanent replenishment of working capital with the surplus raised funds is a reasonable adjustment made by the company according to the development strategy and the actual situation of the project, which is conducive to the company's optimization of the allocation of raised funds

Improving the efficiency of the use of the company's raised funds, reducing the company's financial costs, and promoting the company's long-term development will not have a significant adverse impact on the company's normal production and operation, which is in line with the interests of the company and shareholders. There is no violation of the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the use of funds raised by listed companies.

6. Explanation of the review procedures and special opinions for the performance

On December 30, 2024, the company held the fifteenth meeting of the third board of directors and the third board of supervisors

At the 14th meeting, the "Proposal on the Completion of Fund-raising Projects and Permanent Replenishment of Liquidity with Surplus Raised Funds" was deliberated and approved, and it was agreed that the company would complete the fund-raising projects "Polysilicon Project with an Annual Output of 35,000 Tons", "High-Purity Semiconductor Materials Project with an Annual Output of 1,000 Tons" and "High-purity Silicon-based Materials Project with an Annual Output of 100,000 Tons", and permanently replenish the working capital with the surplus raised funds and cancel the special account for raising funds. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

(1) Opinions of the Board of Supervisors

After review, the board of supervisors believes that the company's fundraising and investment projects have been implemented in accordance with the plan and have reached the intended usable state, and can be closed. After the completion of the project, the surplus raised funds will be permanently replenished with working capital, which is conducive to improving the efficiency of the use of raised funds and promoting the development of the company, which is in line with the interests of the company and all shareholders, and there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, especially small and medium-sized shareholders. The content and decision-making procedures of this matter are in compliance with relevant laws and regulations, such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (Revised in April 2024), and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation (Revised in December 2023), as well as the Articles of Association and the Management System for Raised Funds.

In summary, the Board of Supervisors agreed that the company will close the fund-raising project and permanently supplement the liquidity with the surplus raised funds.

7. Verification opinions of the sponsor institution

After verification, the sponsor China International Capital Corporation Limited believes that the completion of part of the company's fund-raising projects and the permanent replenishment of liquidity with the surplus raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company, and the necessary internal approval procedures have been fulfilled. This matter is in line with the "Science and Technology Innovation of the Shanghai Stock Exchange

Rules for the Listing of Stocks on the Board, Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and other relevant laws and regulations and the relevant provisions of the Company's Measures for the Administration of Raised Funds.

In summary, the sponsor has no objection to the company's completion of the fund-raising project and the permanent replenishment of liquidity with the surplus raised funds.

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