[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Amount to be (1) Proposed maximum (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) 44,850,000 $2.42 $108,387,500 $7,728.03 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of] [SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DAQO NEW ENERGY CORP. (as adopted by Special Resolution on November 11, 2009 and effective on November 20, 2009) THE COMPANIES LAW (2009 Revision) Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DAQO NEW ENERGY CORP. (as adopted by Special Resolution on November 11, 2009 and] [FORM OF ORDINARY SHARE CERTIFICATE Name of Company: DAQO NEW ENERGY CORP. DAQO NEW ENERGY CORP. Number Shares Number: — [ — -[ — [ Shares: — -[ Incorporated under the laws of the Cayman Islands US$50,000 500,000,000 Shares US$0.0001 Share capital is Issued to: — [ — — THIS IS TO CERTIFY THAT [ Dated] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DAQO NEW ENERGY CORP. Adopted by a Special Resolution passed on January 7, 2010 and effective immediately upon completion of the Company’s initial public offering of shares represented by American Depositary Shares 1. Daqo New Energy Corp. The name] [TABLE OF CONTENTS PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g) Deposited Securities 1 (h) Direct Registration System] [INVESTOR RIGHTS AGREEMENT Agreement Effective Date THIS INVESTOR RIGHTS AGREEMENT (this “ (1) Company Daqo New Energy Corp., a company duly organized and validly existing under the Laws of the Cayman Islands (the “ (2) Daqo North America Daqo Solar Energy North America, a corporation duly incorporated and validly existing under the Laws of the State of California (“ (3)] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail: rthorp@thorpalberga.com 11 Wall Street New York, NY 10005 U.S.A. 12 January, 2010 Dear Sirs Daqo New Energy Corp. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Daqo New Energy Corp. (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To: Daqo New Energy Corp Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Prospectus ADSs We are acting as the PRC counsel to Daqo] [DAQO NEW ENERGY CORP. 2009 SHARE INCENTIVE PLAN (As adopted by shareholder resolution on August 5, 2009; this plan has reflected the 10,000-to-1 share split and the corporate name change as approved by the shareholders on the same day) ARTICLE 1 PURPOSE Plan Company The purpose of the Daqo New Energy Corp. 2009 Share Incentive Plan (the “ ARTICLE 2] [FORM OF INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors] [FORM OF EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and] [Lease Agreement Lessor: Daqo New Material Co., Ltd. Legal address: Wanzhou Industrial Park, Chongqing Legal representative: Xu Guangfu Lessee: Chongqing Sailing New Energy Co., Ltd. Legal address: Xianjia Village, Longdu Neighborhood, Wanzhou District, Chongqing (in the Salt Gasification Industrial Park of Wanzhou District) Legal representative: Xu Guangfu Article One: Name, Model, Specification, Quantity and Site of Utilization of the Leased] [Amended and Restated Lease Agreement This amended and restated lease agreement (this “Agreement”) is entered into by and between the following two parties and shall take effect from January 1, 2009: Lessor: Daqo New Material Co., Ltd. Address: Wanzhou Industrial Park, Chongqing Legal Representative: Xu Guangfu Lessee: Chongqing Daqo New Energy Co., Ltd. Address: Xianjia Village, Longdu Neighborhood, Wanzhou District,] [UPPLEMENTARY GREEMENT TO S THE MENDED AND ESTATED EASE GREEMENT Supplementary Agreement This supplementary agreement to the amended and restated lease agreement (the “ Lessor Lessor (“ Address: Wanzhou Industrial Park, Chongqing Legal Representative: Guangfu Xu Lessee Lessee (“ Address: Wanzhou Industrial Park, Chongqing Legal Representative: Guangfu Xu 2009 Agreement Chongqing Phase 1a Assets WHEREAS, Lessor and Lessee entered into] [Sales and Purchase Contract of Polysilicon No.: 2007007 Address: Shanghai Party A: Zhejiang Yuhui Solar Energy Source Co. Ltd. Address: No. 8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China Tel: 0573-84773058 Fax: 0573-84773383 Party B: Daqo New Materials Co., Ltd. Address: Chemical Industry Park, Wanzhou District, Chongqing 404000, China Tel: 023-58820766 Fax: 023-58820788 Zhejiang Yuhui Solar Energy Source Co., Ltd.] [Supplementary Agreement to Sales and Purchase Contract of Polysilicon No.: 2007007-02 Address: Wanzhou, Chongqing Party A: Zhejiang Yuhui Solar Energy Source Co. Ltd. Address: No. 8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China Tel: 0573-84773058 Fax: 0573-84773383 Party B: Daqo New Materials Co., Ltd. Address: Chemical Industry Park, Wanzhou District, Chongqing 404000, China Tel: 023-58820766 Fax: 023-58820788 Party A and] [Agreement on Changing the Contracting Party of Sales and Purchase Contract of Polysilicon Party A: Zhejiang Yuhui Solar Energy Source Co., Ltd. Address: No. 8, Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang Tel: 0573-84773058, Fax: 0573-84773383 Party B: Daqo New Material Co., Ltd. Address: Wanzhou Salt and Gas Chemical Industrial Park of Chongqing Tel: 023-64866666, Fax: 023-64846688 Party C: Chongqing Daqo] [Sale and Purchase Framework Contract Between Chongqing Daqo New Energy Co., Ltd. AND Zhejiang Yuhui Solar Energy Source Co. Ltd. (No. YHX20090804) Signed at: Jiashan, Zhejiang 1 Party A: Chongqing Daqo New Energy Co., Ltd. Enterprise form: Limited Liability Company Registered address: Wanzhou Industrial Park, Chongqing Legal representative: Xu Guangfu Account opening bank: Business Department, Wanzhou Branch, China Construction Bank] [Sales and Purchase Contract Between Yingli Green Energy Holding Company Limited And Chongqing Sailing New Energy Co., Ltd Signed at: Wanzhou, Chongqing Procurement and Supply Contract Party A: Yingli Green Energy Holding Company Limited Company’s Form: Limited Liability Company Registered Address: No. 3055 Middle Fuxin Road, Baoding (Baoding Tianwei Yingli New Energy Sources Co., Ltd) Legal Representative: Miao Liansheng Bank] [YINGLI SOLAR DAQO GROUP Supplemental Agreement Contract No.: 2008YGE40004-1 Party A: Yingli Green Energy Holding Company Limited Party B: Chongqing Sailing New Energy Co., Ltd The parties hereby make the following revisions to the contract dated May 28, 2008 (Contract No.: 2008YGE40004, the “Original Contract”) through friendly negotiation. 1. The unit price of polysilicon for the year 2008 stipulated in] [Sales and Purchase Contract Between Yingli Green Energy Holding Company Limited And Chongqing Daqo New Energy Co., Ltd. Contract No.: 2008YGE40004-5 Sales and Purchase Contract Party A: Yingli Green Energy Holding Company Limited Company’s Form: Limited Liability Company Registered Address: No. 3055 Middle Fuxin Road, Baoding (Baoding Tianwei Yingli New Energy Sources Co., Ltd) Legal Representative: Miao Liansheng Bank of] [Sales and Purchase Contract By and Among Wuxi Suntech Power Co., Ltd. Chongqing Sailing New Energy Co., Ltd. Glory Silicon Energy (Zhenjiang) Co., Ltd. Place of Signing: Yangzhong, Jiangsu Party A: Wuxi Suntech Power Co., Ltd. Enterprise type: Limited Liability Company Registered address: 17-6#, Changjiang South Road, Wuxi National Hi-Tech Development Zone Legal representative: Shi Zhengrong Tel: 86-510-85318426 Bank of] [Strategic Cooperation Agreement Party A: Chongqing Daqo New Energy Co., Ltd. Party B: SUMEC Hardware & Tools Co., Ltd. Party A and Party B, abiding by the principles of cooperation, win-win, equality and mutual benefit, after friendly negotiation, hereby enter into this agreement for the purpose of establishing an upstream-downstream strategic cooperation relationship in the solar energy industry with an] [CONFIDENTIAL TREATMENT Supplemental Agreement Party A: Chongqing Daqo New Energy Co., Ltd. Party B: SUMEC Hardware & Tools Co., Ltd. 1. Party B’s Profit Margin The parties, abiding by the principles of mutual benefit, win-win and mutual development, have reached an agreement on the principles to determine pricing for photovoltaic modules after thorough due diligence on the market conditions of] [Sales and Purchase Agreement Between Chongqing Daqo New Energy Co., Ltd. And China Electric Equipment Group (Nanjing) Semiconductor Materials Co., Ltd. Party A: Party B: Chongqing Daqo New Energy Co., Ltd. China Electric Equipment Group (Nanjing) Semiconductor Materials Co., Ltd. (Seal) (Seal) Sales and Purchase Contract Party A: Chongqing Daqo New Energy Co., Ltd. Contract No.: DQZD091215 Company’s Form: Limited] [Loan Contract (in RMB) China Construction Bank Chongqing Branch 2007 (1270) 20 Contract No.: Capital construction loan Type of Loan: Daqo New Materials Co., Ltd. The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Post code: Xu Guangfu Legal representative (principal): 023-58820788 Fax: 023-58820766 Tel: Wanzhou Branch The Lender (Party B): China Construction Bank, No.86 Gaosuntang, Wanzhou District,] [Loan Contract (in RMB) China Construction Bank Chongqing Branch 2008 (1270) 5 Contract No.: Capital construction loan Type of Loan: Daqo New Materials Co., Ltd. The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Post code: Xu Guangfu Legal representative (principal): 58820788 Fax: 58820766 Tel: Wanzhou Branch The Lender (Party B): China Construction Bank, No.86 Gaosuntang, Wanzhou District,] [Loan Contract (in RMB) China Construction Bank Chongqing Branch 2008 (1270) 19 Contract No.: Capital construction loan Type of Loan: Daqo New Materials Co., Ltd. The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Post code: Xu Guangfu Legal representative (principal): 64866688 Fax: 64866606 Tel: Wanzhou Branch The Lender (Party B): China Construction Bank, No.86 Gaosuntang, Wanzhou District,] [Loan Contract (in RMB) China Construction Bank Chongqing Branch 2009 (1270) 3 Contract No.: Capital construction loan Type of Loan: Chongqing Daqo New Energy Co., Ltd. The Borrower (Party A): XianJia Village, Longdu Neighborhood, Wanzhou District, Chongqing, China Domicile: 404000 Post code: Xu Guangfu Legal representative (principal): 02364866688 Fax: 02364866688 Tel: Wanzhou Branch The Lender (Party B): China Construction Bank,] [Loan Contract (in RMB) China Construction Bank Chongqing Branch 2009 (1230) 24 Contract No.: Industrial Working Capital Loan Type of Loan: Chongqing Daqo New Energy Co., Ltd. The Borrower (Party A): Wanzhou Salt Gasification Industrial Park, Chongqing, China 404000 Domicile: Xu Guangfu Legal representative (principal): 023-64866688 Fax: 023-64866666 Tel: Wanzhou Branch The Lender (Party B): China Construction Bank, No.86 Gaosuntang,] [Loan Agreement with Huaxia Bank 1 Loan Agreement CQ091011090117 Contract No.: Chongqing Daqo New Energy Co., Ltd. Party A (the Borrower): Xian Jia Village, Longdu , Wanzhou District, Chongqing, China Domicile: 404000 Post code: Xu Guangfu Legal representative: 023-64866606 Tel: Fax: Construction Bank Wanzhou Branch Bank of principal account: 50001303600050207456 Account No.: Wanzhou Branch Party B (the Lender): Huaxia Bank,] [Trademark License Agreement Licensor (Party A): Daqo Group Co., Ltd. Licensee (Party B): Chongqing Daqo New Energy Co., Ltd. Nanjing Daqo New Energy Co., Ltd. Scope of Grant 1. Party A hereby grants to Party B a license to use the trademarks listed in Appendix 1 hereto. 2. This license shall be a permanent license. 3. Geographical Scope: Party B] [NON-COMPETITION AGREEMENT Agreement Daqo Group Mega Stand New Energy THIS NON-COMPETITION AGREEMENT (this “ The parties, intending to be legally bound, agree as follows: Non-competition Undertaking of Daqo Group Restricted Period Competitive Activities Affiliate 1. Injunctive Relief; Reasonableness 2. Severability 3. Construction 4. IN WITNESS WHEREOF, the parties hereto have executed this Non-Competition Agreement as of the date above. Daqo] [CONFIDENTIAL TREATMENT Contract No.:DJG-HT20080615 Technology License and Engineering Services Contract Between Chongqing DAQO New Energy Co., LTD Wanzhou Industrial Park 404000 Wanzhou, Chongqing P.R. China and Poly Engineering S.r.l Monza / Milano Italy June 15th, 2008 1 Catalogue 1 Definitions 3 2 License 4 3 Services 5 4 Remuneration and Terms of Payment 6 5 Procedure for Acceptance of Documentation] [English Summary Construction Contract This Contract is entered into by and between Daqo New Material Co., Ltd. as the owner (hereinafter the “Owner”) and China Tianchen Chemical Engineering Co., Ltd. as the general contractor (hereinafter the “Contractor”) on June 27, 2007 for the purpose of constructing a polysilicon project with an annual output of 1,500 tons. GENERAL PROVISION PRICE AND] [English Summary Amendment to Construction Contract This Amendment is entered into by and between Daqo New Material Company Limited as the owner (hereinafter the “Owner”) and China Tianchen Chemical Engineering Co., Ltd. as the general contractor (hereinafter the “Contractor”) on July 10, 2007 for the purpose of amending the Construction Contract dated June 27, 2007 (hereinafter the “Original Contract”). The] [English Summary Construction Contract This Contract is entered into by and between Chongqing Daqo New Energy Co., Ltd. as the owner (hereinafter the “Owner”) and China Tianchen Engineering Co., Ltd. as the general contractor (hereinafter the “Contractor”) on August 28, 2008 for the purpose of constructing a polysilicon project with an annual output of 1,800 tons. GENERAL PROVISION PRICE AND] [SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Company Daqo New Energy Corp., a company duly organized and validly existing under the Laws of the Cayman Islands (the “ (2) Daqo North America Daqo Solar Energy North America, a corporation duly incorporated and validly existing under the Laws of the State of California (“ (3) Chongqing Daqo] [2010 Sale and Purchase Contract By and Between Light Way Green New Energy Co., Ltd. And Chongqing Daqo New Energy Co., Ltd. Contract No.: DQGW100109 Light Way Green New Energy Co., Ltd. Party A: Chongqing Daqo New Energy Co., Ltd. Party B: January 9, 2010 New Industrial Park, Gao Bei Dian, Hebei Province Signing Place: 1 Party A: Light Way] [List of Subsidiaries of Daqo New Energy Corp. Name Jurisdiction of Chongqing Daqo New Energy Co., Ltd. China Wholly-owned subsidiary Nanjing Daqo New Energy Co., Ltd. China Wholly-owned subsidiary Daqo Solar Energy North America California, USA Wholly-owned subsidiary Daqo New Material Co., Ltd. China 1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010 EX-23.1 41 dex231.htm CONSENT OF DELOITTE TOUCHE TOHMATSU CPA LTD.] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com Board of Directors Daqo New Energy Corp. 666 Longdu Avenue Wanzhou, Chongqing 404000 People’s Republic of China January 12, 2010 Re: Daqo New Energy Corp. (the “Company”) Dear Sirs, Yours faithfully, Jun He Law Offices] [Daqo New Energy Corp. 666 Longdu Avenue Wanzhou, Chongqing 404000 People’s Republic of China Attention: Mr. Yao Gongda September 22, 2009 Dear Mr. Yao, Marketbuzz 2009—Annual World Photovoltaic Market Review Solarbuzz hereby confirms that the Solarbuzz 2009 Report is publicly available and, to the best of our knowledge, the information in the Solarbuzz 2009 Report reflects the most recent available] [Consent of Person Named to Become a Director Daqo New Energy Corp. 666 Longdu Avenue, Wanzhou Chongqing 404000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Daqing Qi 1 EX-23.5 44 dex235.htm CONSENT OF DAQING QI TO BECOME A DIRECTOR] [Consent of Person Named to Become a Director Daqo New Energy Corp. 666 Longdu Avenue, Wanzhou Chongqing 404000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Rongling Chen 1 EX-23.6 45 dex236.htm CONSENT OF RONGLING CHEN TO BECOME A DIRECTOR] [Daqo New Energy Corp. Code of Business Conduct and Ethics Purpose Code This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com January 12, 2010 To: 666 Longdu Avenue Wanzhou, Chongqing 404000 People’s Republic of China Re: Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration]