HTHT [China Lodging,] F-1: (Original Filing)

[] [THE COMPANIES LAW 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited of Scotia Centre, 4th Floor, PO Box 2804, George Town, Grand Cayman, KY1-1112, Cayman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which the] [EX-4.2 3 h03703exv4w2.htm EX-4.2] [th Dated February 4 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN] [Execution Copy Dated April 18 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SUPPLEMENTAL AGREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED Execution Copy SUPPLEMENTAL AGREEMENT th THIS 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG] [Execution Copy Dated February 4 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SHAREHOLDERS AGREEMENT Execution Copy Shareholders Agreement th This Shareholders Agreement (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG ZHAO 3.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED FOUNDERS NAMED IN SCHEDULE 1 WFOES NAMED IN SCHEDULE 2 and INVESTORS NAMED IN SCHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASE AGREEMENT “Agreement” “Company” Schedule 1 “Founder” “Founders” Schedule 2 “WFOE” “WFOEs” Schedule 3 “Investor” “Investors” THIS SERIES B PREFERRED SHARES PURCHASE AGREEMENT (this RECITALS A.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED Company ) AMENDED AND RESTATED TABLE OF CONTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6. ASSIGNMENT AND AMENDMENT 40] [OF CHINA LODGING GROUP, LIMITED (Subject to Adjustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holder Company Effective Date Expiration Date Purchase Price Purchase Agreement 1. CERTAIN DEFINITIONS. Company Financing “ to the Transaction Documents (as defined in the Purchase Agreement) or the Share Option Plan (as defined in the Purchase Agreement). Lead Investors “ Ordinary Shares “ Qualified IPO] [FORM OF SERIES B CONVERTIBLE PREFERRED SHARES SUBSCRIPTION AGREEMENT CHINA LODGING GROUP, LIMITED Gentlemen: “Agreement” “ “Company” “Series B Preferred Shares” This Series B Convertible Preferred Shares Subscription Agreement (this “Shares” 1. Bank: SWIFT Code: Account No.: Beneficiary: 2. (a) The subscription for the Shares contained herein may be accepted or rejected, in whole or in part, by the Company] [CHINA LODGING GROUP, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. 2 Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions] [CHINA LODGING GROUP, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided Restrictive Legend 3. 2 Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions 9.] [[DAVIS POLK & WARDWELL LLP LETTERHEAD] March 5, 2010 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled “Taxation —U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as it relates to U.S. federal income tax matters currently applicable to U.S. holders of the Company’s ordinary shares or] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by the Company’s Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by the Company’s Board of Directors on June 15, 2007; Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used in] [CHINA LODGING GROUP, LIMITED . Purpose. Section 1 The purpose of this China Lodging Group, Limited 2009 Share Incentive Plan is to enhance the ability of China Lodging Group, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. . Definitions. Section 2 As used] [CHINA LODGING GROUP, LIMITED FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between China Lodging Group, Limited, a Cayman Islands company (the “Company”), and _____________________(“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of] [FORM OF EMPLOYMENT AGREEMENT Between China Lodging Group , Limited And an Executive Officer EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is signed on IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Employee and the Employee hereby agrees to] [China Merchants Bank Co., Ltd. Facility Agreement (For sharing facility of working capital loans without individual agreements) January, 2008 1 Facility Agreement 2009 Jing 21090619 Ref: 1. Creditor: China Merchants Bank Co., Ltd. Shanghai Jingansi Branch (hereafter referred to as “Party A”) Principal: Xu Xuehong 2. Facility applicant: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Legal representative / Principal: The] [Appendix 2: Contract No.: 16084000557 Fixed Assets Loan Agreement Borrower (Party A): Lishan Senbao (shanghai) Investment Management Co., Ltd. Lender (Party B): Shanghai Caohejing Hi-Tech Park Branch, Industrial and Commercial Bank of China Co., Ltd. Domicile (address): No. 900, Yishan Road Contents Article I Party A’s statement and suretyship Article II Type of loans Article III Use of loans Article] [16093500519 Contract No.: Fixed Assets Loan Contract 2009 Version) ( Special reminder: Lender: Shanghai Caohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No. 900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Zhang Tuo Qian Lei Legal Representative: 3rd floor of No. 57 Building, No. 461 Hongcao] [March 5, 2010 Gentlemen: Shanghai, The People’s Republic of China EX-16.1 22 h03703exv16w1.htm EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management Group, Ltd. (PRC) (formerly known as Lishan Senbao (Shanghai) Investment Management Co., Ltd.) HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. (PRC) Yiju (Shanghai) Hotel Management Co., Ltd. (PRC) HanTing (Tianjin) Investment Consulting Co., Ltd. (PRC) China Lodging Holdings (HK) Limited (Hong Kong) Indirectly-Owned Subsidiaries: 1. 100% Owned Subsidiaries (all PRC companies)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 24 h03703exv23w1.htm EX-23.1] [March 5, 2010 China Lodging Group, Limited 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Development Dalian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com Nanyang Building New York Office th junheny@junhe.com 36W,] [February 26, 2010 Dear Ms. Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 26 h03703exv23w5.htm EX-23.5] [Dear Ms Zhang China Lodging Group, Limited (the “Company”) “Registration Statement”) Yours faithfully EX-23.6 27 h03703exv23w6.htm EX-23.6] [February 8, 2010 Dear Ms. Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615) 824 8664 • www.strglobal.com • (U.K.) +44 (0)20 7922 1930 EX-23.7 28 h03703exv23w7.htm EX-23.7] [2009.12.08 Dear Ms. Zhang, EX-23.8 29 h03703exv23w8.htm EX-23.8] [CHINA LODGING GROUP, LIMITED Code of Business Conduct and Ethics 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees,] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 © 3 1 2 1 1 2 ±± 2 Ë«×Ó×ù´óÏÃÎ÷Ëþ26 March 5, 2010 VIA EDGAR Jennifer Gowetski, Senior Counsel Re: China Lodging Group, Limited – Registration Statement on Form F-1 Publicly Filed on March 5, 2010 Dear Ms. Gowetski: Company Registration Statement]

By | 2016-03-03T07:03:16+00:00 March 5th, 2010|Categories: Chinese Stocks, HTHT, SEC Original|Tags: , , , , , |0 Comments
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HTHT [China Lodging,] F-1:

[] [THE COMPANIES LAW 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited of Scotia Centre, 4th Floor, PO Box 2804, George Town, Grand Cayman, KY1-1112, Cayman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which the] [EX-4.2 3 h03703exv4w2.htm EX-4.2] [th Dated February 4 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN] [Execution Copy Dated April 18 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SUPPLEMENTAL AGREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED Execution Copy SUPPLEMENTAL AGREEMENT th THIS 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG] [Execution Copy Dated February 4 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SHAREHOLDERS AGREEMENT Execution Copy Shareholders Agreement th This Shareholders Agreement (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG ZHAO 3.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED FOUNDERS NAMED IN SCHEDULE 1 WFOES NAMED IN SCHEDULE 2 and INVESTORS NAMED IN SCHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASE AGREEMENT “Agreement” “Company” Schedule 1 “Founder” “Founders” Schedule 2 “WFOE” “WFOEs” Schedule 3 “Investor” “Investors” THIS SERIES B PREFERRED SHARES PURCHASE AGREEMENT (this RECITALS A.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED Company ) AMENDED AND RESTATED TABLE OF CONTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6. ASSIGNMENT AND AMENDMENT 40] [OF CHINA LODGING GROUP, LIMITED (Subject to Adjustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holder Company Effective Date Expiration Date Purchase Price Purchase Agreement 1. CERTAIN DEFINITIONS. Company Financing “ to the Transaction Documents (as defined in the Purchase Agreement) or the Share Option Plan (as defined in the Purchase Agreement). Lead Investors “ Ordinary Shares “ Qualified IPO] [FORM OF SERIES B CONVERTIBLE PREFERRED SHARES SUBSCRIPTION AGREEMENT CHINA LODGING GROUP, LIMITED Gentlemen: “Agreement” “ “Company” “Series B Preferred Shares” This Series B Convertible Preferred Shares Subscription Agreement (this “Shares” 1. Bank: SWIFT Code: Account No.: Beneficiary: 2. (a) The subscription for the Shares contained herein may be accepted or rejected, in whole or in part, by the Company] [CHINA LODGING GROUP, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. 2 Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions] [CHINA LODGING GROUP, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided Restrictive Legend 3. 2 Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions 9.] [[DAVIS POLK & WARDWELL LLP LETTERHEAD] March 5, 2010 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled “Taxation —U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as it relates to U.S. federal income tax matters currently applicable to U.S. holders of the Company’s ordinary shares or] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by the Company’s Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by the Company’s Board of Directors on June 15, 2007; Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used in] [CHINA LODGING GROUP, LIMITED . Purpose. Section 1 The purpose of this China Lodging Group, Limited 2009 Share Incentive Plan is to enhance the ability of China Lodging Group, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. . Definitions. Section 2 As used] [CHINA LODGING GROUP, LIMITED FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between China Lodging Group, Limited, a Cayman Islands company (the “Company”), and _____________________(“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of] [FORM OF EMPLOYMENT AGREEMENT Between China Lodging Group , Limited And an Executive Officer EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is signed on IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Employee and the Employee hereby agrees to] [China Merchants Bank Co., Ltd. Facility Agreement (For sharing facility of working capital loans without individual agreements) January, 2008 1 Facility Agreement 2009 Jing 21090619 Ref: 1. Creditor: China Merchants Bank Co., Ltd. Shanghai Jingansi Branch (hereafter referred to as “Party A”) Principal: Xu Xuehong 2. Facility applicant: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Legal representative / Principal: The] [Appendix 2: Contract No.: 16084000557 Fixed Assets Loan Agreement Borrower (Party A): Lishan Senbao (shanghai) Investment Management Co., Ltd. Lender (Party B): Shanghai Caohejing Hi-Tech Park Branch, Industrial and Commercial Bank of China Co., Ltd. Domicile (address): No. 900, Yishan Road Contents Article I Party A’s statement and suretyship Article II Type of loans Article III Use of loans Article] [16093500519 Contract No.: Fixed Assets Loan Contract 2009 Version) ( Special reminder: Lender: Shanghai Caohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No. 900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Zhang Tuo Qian Lei Legal Representative: 3rd floor of No. 57 Building, No. 461 Hongcao] [March 5, 2010 Gentlemen: Shanghai, The People’s Republic of China EX-16.1 22 h03703exv16w1.htm EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management Group, Ltd. (PRC) (formerly known as Lishan Senbao (Shanghai) Investment Management Co., Ltd.) HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. (PRC) Yiju (Shanghai) Hotel Management Co., Ltd. (PRC) HanTing (Tianjin) Investment Consulting Co., Ltd. (PRC) China Lodging Holdings (HK) Limited (Hong Kong) Indirectly-Owned Subsidiaries: 1. 100% Owned Subsidiaries (all PRC companies)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 24 h03703exv23w1.htm EX-23.1] [March 5, 2010 China Lodging Group, Limited 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Development Dalian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com Nanyang Building New York Office th junheny@junhe.com 36W,] [February 26, 2010 Dear Ms. Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 26 h03703exv23w5.htm EX-23.5] [Dear Ms Zhang China Lodging Group, Limited (the “Company”) “Registration Statement”) Yours faithfully EX-23.6 27 h03703exv23w6.htm EX-23.6] [February 8, 2010 Dear Ms. Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615) 824 8664 • www.strglobal.com • (U.K.) +44 (0)20 7922 1930 EX-23.7 28 h03703exv23w7.htm EX-23.7] [2009.12.08 Dear Ms. Zhang, EX-23.8 29 h03703exv23w8.htm EX-23.8] [CHINA LODGING GROUP, LIMITED Code of Business Conduct and Ethics 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees,] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 © 3 1 2 1 1 2 ±± 2 Ë«×Ó×ù´óÏÃÎ÷Ëþ26 March 5, 2010 VIA EDGAR Jennifer Gowetski, Senior Counsel Re: China Lodging Group, Limited – Registration Statement on Form F-1 Publicly Filed on March 5, 2010 Dear Ms. Gowetski: Company Registration Statement]

By | 2016-03-03T07:04:42+00:00 March 5th, 2010|Categories: Chinese Stocks, HTHT, Webplus ver|Tags: , , , , , |0 Comments
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HTHT [China Lodging,] F-1: (Original Filing)

[Subject tompletion Preliminary prospectusted, 2010 American Depositary Shares China Lodging, Limited Representing Ordinary Shares This is our initial public offering. We are offering American depositary shares, orSs, each representing of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [THEMPANIES LAW 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited ofotia Centre, 4th Floor, PO Box 2804, George Town, Grandyman,1-1112,yman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which thempany is established are unrestricted.] [EX-4.2 h03703exv4w2.htm 3 EX-4.2] [thted February 4 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (thisreement) is made and entered into of February 4] [Executionpyted April18 th , 2007 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SUPPLEMENTALREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED Executionpy SUPPLEMENTALREEMENT th THIS 1.] [Executionpyted February 4 th , 2007 WINNER CROWNS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SHAREHOLDERSREEMENT Executionpy Shareholdersreement th This Shareholdersreement (thisreement) is made and entered into of February 4 1. WINNER CROWNS LIMITED] [Dated June20, 2007 CHINA LODGING, LIMITED FOUNDERS NAMED INHEDULE 1 WFOES NAMED INHEDULE 2 and INVESTORS NAMED INHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASEREEMENTreementmpanyhedule1 Founder Foundershedule2 WFOE WFOEshedule3 Investor Investors THIS SERIES B PREFERRED SHARES PURCHASEREEMENT (this] [Dated June20, 2007 CHINA LODGING, LIMITEDmpany ) AMENDED AND RESTATED TABLE OFNTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6.SIGNMENT AND AMENDMENT 40 7.NFIDENTIALITY AND NON-DISCLOSURE] [OF CHINA LODGING, LIMITED (Subject tojustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holdermpany Effectivete Expirationte Purchase Price Purchasereement 1. CERTAIN DEFINITIONS.mpany Financing to the Transaction Documents (as defined in the Purchasereement) or the Share Option Plan (as defined in the Purchasereement).] [FORM OF SERIES BNVERTIBLE PREFERRED SHARES SUBSCRIPTIONREEMENT CHINA LODGING, LIMITED Gentlemen:reementmpany SeriesB Preferred Shares This SeriesBnvertible Preferred Shares Subscriptionreement (this Shares 1. Bank: SWIFTde: Account No.: Beneficiary: 2. (a)The subscription for the Sharesntained herein may be accepted or rejected, in whole or in part, by thempany in its sole andsolute discretion. No subscription shall be] [CHINA LODGING, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [CHINA LODGING, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [[DAVIS POLK & WARDWELL LETTERHEAD] March 5, 2010 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled Taxation U.S. Federalome Taxnsiderations in the Registration Statement, insofar it relates to U.S. federalome tax matters currently applicable to U.S. holders of thempanys ordinary shares or American depositary] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by thempanys Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by thempanys Board of Directors on June15, 2007; Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [CHINA LODGING, LIMITED . Purpose. Section1 The purpose of this China Lodging, Limited 2009 Shareentive Plan is to enhance theility of China Lodging, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of thempany.] [CHINA LODGING, LIMITED FORM OF INDEMNIFICATIONREEMENT This Indemnificationreement (Agreement) is made of by and between China Lodging, Limited, ayman Islandsmpany (thempany), and _____________________(Indemnitee). WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EMPLOYMENTREEMENT Between China Lodging , Limited And an Executive Officer EMPLOYMENTREEMENT This EMPLOYMENTREEMENT (thereement) is signed on INNSIDERATION OF the mutualvenants hereinntained, and other good and valuablensideration, the parties heretoree follows: 1. Employment Thempany herebyrees to employ the Employee and the Employee herebyrees to serve an employee of thempany and one or more] [China Merchants Bank Facilityreement (For sharing facility of workingpital loans without individualreements) January, 2008 Facilityreement 2009 Jing 21090619 Ref: 1.Creditor: China Merchants Bank Shanghai Jingansi Branch (hereafter referred to Party A) Principal: Xu Xuehong 2.Facility applicant: HanTing Xingkong (Shanghai) Hotel Management] [Appendix2:ntract No.: 16084000557 Fixedsets Loanreement Borrower (Party A): Lishan Senbao (shanghai)Investment Management Lender (Party B): Shanghaiohejing Hi-Tech Park Branch, Industrial andmmercial Bank of China Domicile (address): No.900, Yishan Roadntents ArticleI Party statement and suretyship ArticleII Type of loans ArticleIII Use of loans] [16093500519ntract No.: Fixedsets Loanntract 2009 Version) (ecial reminder: Lender: Shanghaiohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No.900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Zhang Tuo Qian Lei Legal Representative: 3rd floor of No.57 Building, No.461 Hongcao Road] [March5, 2010 Gentlemen: Shanghai, The Peoples Republic of China EX-16.1 h03703exv16w1.htm 22 EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management, (PRC) (formerly known Lishan Senbao (Shanghai) Investment Management) HanTing Xingkong (Shanghai) Hotel Management (PRC) Yiju (Shanghai) Hotel Management (PRC) HanTing (Tianjin) Investmentnsulting (PRC) China Lodgings (HK)Limited (Hong Kong) Indirectly-Owned Subsidiaries:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 h03703exv23w1.htm 24 EX-23.1] [March 5, 2010 China Lodging, Limited 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Developmentlian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com] [February 26, 2010 Dear Ms.Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 h03703exv23w5.htm 26 EX-23.5] [Dear Ms Zhang China Lodging, Limited (thempany) Registration Statement) Yours faithfully EX-23.6 h03703exv23w6.htm 27 EX-23.6] [February8, 2010 Dear Ms.Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615)824 8664 www.strglobal.com (U.K.) +44 (0)20 7922 1930 EX-23.7 h03703exv23w7.htm 28 EX-23.7] [2009.12.08 Dear Ms.Zhang, EX-23.8 h03703exv23w8.htm 29 EX-23.8] [CHINA LODGING, LIMITEDde of Businessnduct and Ethics 1. Introductionde Thisde of Businessnduct and Ethics (the We must strive to foster a culture of honesty and accountability. Ourmmitment to the highest level of ethicalnduct should be reflected inl of thempanys business activitiesluding, but not limited to, relationships with employees, customers, suppliers,mpetitors, the government and the public,luding] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 3 1 2 1 1 2 2 26 March5, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Registration Statement on Form F-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:]

By | 2016-02-07T13:11:01+00:00 March 5th, 2010|Categories: Chinese Stocks, HTHT, SEC Original|Tags: , , , , , |0 Comments
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HTHT [China Lodging,] F-1: Subject tompletion Preliminary prospectusted, 2010 American Depositary Shares

[Subject tompletion Preliminary prospectusted, 2010 American Depositary Shares China Lodging, Limited Representing Ordinary Shares This is our initial public offering. We are offering American depositary shares, orSs, each representing of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [THEMPANIES LAW 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited ofotia Centre, 4th Floor, PO Box 2804, George Town, Grandyman,1-1112,yman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which thempany is established are unrestricted.] [EX-4.2 h03703exv4w2.htm 3 EX-4.2] [thted February 4 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (thisreement) is made and entered into of February 4] [Executionpyted April18 th , 2007 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SUPPLEMENTALREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED Executionpy SUPPLEMENTALREEMENT th THIS 1.] [Executionpyted February 4 th , 2007 WINNER CROWNS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SHAREHOLDERSREEMENT Executionpy Shareholdersreement th This Shareholdersreement (thisreement) is made and entered into of February 4 1. WINNER CROWNS LIMITED] [Dated June20, 2007 CHINA LODGING, LIMITED FOUNDERS NAMED INHEDULE 1 WFOES NAMED INHEDULE 2 and INVESTORS NAMED INHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASEREEMENTreementmpanyhedule1 Founder Foundershedule2 WFOE WFOEshedule3 Investor Investors THIS SERIES B PREFERRED SHARES PURCHASEREEMENT (this] [Dated June20, 2007 CHINA LODGING, LIMITEDmpany ) AMENDED AND RESTATED TABLE OFNTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6.SIGNMENT AND AMENDMENT 40 7.NFIDENTIALITY AND NON-DISCLOSURE] [OF CHINA LODGING, LIMITED (Subject tojustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holdermpany Effectivete Expirationte Purchase Price Purchasereement 1. CERTAIN DEFINITIONS.mpany Financing to the Transaction Documents (as defined in the Purchasereement) or the Share Option Plan (as defined in the Purchasereement).] [FORM OF SERIES BNVERTIBLE PREFERRED SHARES SUBSCRIPTIONREEMENT CHINA LODGING, LIMITED Gentlemen:reementmpany SeriesB Preferred Shares This SeriesBnvertible Preferred Shares Subscriptionreement (this Shares 1. Bank: SWIFTde: Account No.: Beneficiary: 2. (a)The subscription for the Sharesntained herein may be accepted or rejected, in whole or in part, by thempany in its sole andsolute discretion. No subscription shall be] [CHINA LODGING, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [CHINA LODGING, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [[DAVIS POLK & WARDWELL LETTERHEAD] March 5, 2010 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled Taxation U.S. Federalome Taxnsiderations in the Registration Statement, insofar it relates to U.S. federalome tax matters currently applicable to U.S. holders of thempanys ordinary shares or American depositary] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by thempanys Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by thempanys Board of Directors on June15, 2007; Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [CHINA LODGING, LIMITED . Purpose. Section1 The purpose of this China Lodging, Limited 2009 Shareentive Plan is to enhance theility of China Lodging, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of thempany.] [CHINA LODGING, LIMITED FORM OF INDEMNIFICATIONREEMENT This Indemnificationreement (Agreement) is made of by and between China Lodging, Limited, ayman Islandsmpany (thempany), and _____________________(Indemnitee). WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EMPLOYMENTREEMENT Between China Lodging , Limited And an Executive Officer EMPLOYMENTREEMENT This EMPLOYMENTREEMENT (thereement) is signed on INNSIDERATION OF the mutualvenants hereinntained, and other good and valuablensideration, the parties heretoree follows: 1. Employment Thempany herebyrees to employ the Employee and the Employee herebyrees to serve an employee of thempany and one or more] [China Merchants Bank Facilityreement (For sharing facility of workingpital loans without individualreements) January, 2008 Facilityreement 2009 Jing 21090619 Ref: 1.Creditor: China Merchants Bank Shanghai Jingansi Branch (hereafter referred to Party A) Principal: Xu Xuehong 2.Facility applicant: HanTing Xingkong (Shanghai) Hotel Management] [Appendix2:ntract No.: 16084000557 Fixedsets Loanreement Borrower (Party A): Lishan Senbao (shanghai)Investment Management Lender (Party B): Shanghaiohejing Hi-Tech Park Branch, Industrial andmmercial Bank of China Domicile (address): No.900, Yishan Roadntents ArticleI Party statement and suretyship ArticleII Type of loans ArticleIII Use of loans] [16093500519ntract No.: Fixedsets Loanntract 2009 Version) (ecial reminder: Lender: Shanghaiohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No.900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Zhang Tuo Qian Lei Legal Representative: 3rd floor of No.57 Building, No.461 Hongcao Road] [March5, 2010 Gentlemen: Shanghai, The Peoples Republic of China EX-16.1 h03703exv16w1.htm 22 EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management, (PRC) (formerly known Lishan Senbao (Shanghai) Investment Management) HanTing Xingkong (Shanghai) Hotel Management (PRC) Yiju (Shanghai) Hotel Management (PRC) HanTing (Tianjin) Investmentnsulting (PRC) China Lodgings (HK)Limited (Hong Kong) Indirectly-Owned Subsidiaries:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 h03703exv23w1.htm 24 EX-23.1] [March 5, 2010 China Lodging, Limited 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Developmentlian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com] [February 26, 2010 Dear Ms.Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 h03703exv23w5.htm 26 EX-23.5] [Dear Ms Zhang China Lodging, Limited (thempany) Registration Statement) Yours faithfully EX-23.6 h03703exv23w6.htm 27 EX-23.6] [February8, 2010 Dear Ms.Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615)824 8664 www.strglobal.com (U.K.) +44 (0)20 7922 1930 EX-23.7 h03703exv23w7.htm 28 EX-23.7] [2009.12.08 Dear Ms.Zhang, EX-23.8 h03703exv23w8.htm 29 EX-23.8] [CHINA LODGING, LIMITEDde of Businessnduct and Ethics 1. Introductionde Thisde of Businessnduct and Ethics (the We must strive to foster a culture of honesty and accountability. Ourmmitment to the highest level of ethicalnduct should be reflected inl of thempanys business activitiesluding, but not limited to, relationships with employees, customers, suppliers,mpetitors, the government and the public,luding] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 3 1 2 1 1 2 2 26 March5, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Registration Statement on Form F-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:]

By | 2016-02-07T13:11:56+00:00 March 5th, 2010|Categories: Chinese Stocks, HTHT, Webplus ver|Tags: , , , , , |0 Comments
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DQ [DAQO NEW ENERGY] F-1: (Original Filing)

[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]

By | 2016-03-02T10:15:47+00:00 January 12th, 2010|Categories: Chinese Stocks, DQ, SEC Original|Tags: , , , , , |0 Comments
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DQ [DAQO NEW ENERGY] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[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]

By | 2016-03-02T10:16:31+00:00 January 12th, 2010|Categories: Chinese Stocks, DQ, Webplus ver|Tags: , , , , , |0 Comments
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DQ [DAQO NEW ENERGYRP.] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Proposedmaximum Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) 44,850,000 $2.42 $108,387,500 $7,728.03 STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act] [SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OFQO NEW ENERGYRP. STYLE="font-family:Times New Roman" SIZE="2">(asopted byecial Resolution on November 11, 2009 and effective on November 20, 2009) THEMPANIES LAW (2009 Revision)mpany Limited by Shares SECOND AMENDED AND RESTATED STYLE="font-family:Times New Roman" SIZE="2">] [FORM OF ORDINARY SHARE CERTIFICATE Name ofmpany:QO NEW ENERGYRP.QONEWENERGYCORP. Number Shares Number: [ -[ [ Shares: -[STYLE="FONT-FAMILY:WINGDINGS 2">orporated under the laws of theyman Islands US$50,000 500,000,000 Shares US$0.0001 Sharepital is Issued to: [STYLE="FONT-FAMILY:WINGDINGS 2"> THIS IS TO CERTIFY THAT [ted EXECUTED on behalf of theidmpany on they of 20] [THEMPANIES LAW (2009 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OFQO NEW ENERGYRP. STYLE="font-family:Times New Roman" SIZE="2">Adopted by aecial Resolution passed on January7, 2010 and effective immediately uponmpletion of thempanys initial public offering of shares represented] [J.P.Morgan TABLE OFNTENTS PARTIES 1 RECITALS 1 Section1. Certain Definitions (a)R Register 1 (b)Rs; Direct RegistrationRs 1 (c)S 1 (d) Custodian 1 (e) Deliver, execute, issue et 1 (f) Delivery Order 1 (g) Deposited Securities 1 (h) Direct Registration System 2 (i) Holder 2 (j)] [INVESTOR RIGHTSREEMENTreement Effectivete THIS INVESTOR RIGHTSREEMENT (this (1)mpanyqo New Energyrp., ampany duly organized and validly existing under the Laws of theyman Islands (the (2)qo North Americaqo Solar Energy North America, arporation dulyorporated and validly existing under the Laws of the State oflifornia (] [Direct: +852 2801 6066 STYLE="font-family:Times New Roman" SIZE="2">Fax: +852 2801 6767 E-mail:horp@thorpalberga.com 11 Wall Street New York, NY 10005 U.S.A. 12 January, 2010 SIZE="2">Dear Sirsqo New Energyrp.mpanymmission Act Registration Statement Shares STYLE="font-family:Times New Roman" SIZE="2">We have actedyman Islands legalvisers toqo New Energyrp. (the] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China SIZE="2">Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To:qo New Energyrp Dear Sirs, We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SEC ProspectusSs STYLE="font-family:Times New Roman" SIZE="2">We are acting theunsel toqo New Energyrp.] [DAQO NEW ENERGYRP. 2009 SHAREENTIVE PLAN (Asopted by shareholder resolution on August5, 2009; this plan has reflected the 10,000-to-1 sharelit and therporate name change approved by the shareholders on themey) ARTICLE 1 PURPOSE SIZE="2"> Planmpany The purpose of theqo New Energyrp. 2009 Shareentive Plan (the] [FORM OF INDEMNIFICATIONREEMENTreementmpany Indemnitee THIS INDEMNIFICATIONREEMENT (this WHEREAS, the Indemnitee hasreed to serve a director of thempany and in suchpacity will render valuable services to thempany; and Board of Directors WHEREAS, in order to induce and encourage highly experienced andpable persons such the Indemnitee to serve directors of thempany, the board of directors of thempany] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). SIZE="2">B. The Executive desires to be employed by thempany during the term of Employment and under the terms andnditions of thisreement.] [STYLE="font-family:Times New Roman" SIZE="2"> Leasereement Lessor:qo New Material Legaldress: Wanzhou Industrial Park, Chongqing Legal representative: Xu Guangfu STYLE="font-family:Times New Roman" SIZE="2">Lessee: Chongqingiling New Energy Legaldress: Xianjia Village, Longdu Neighborhood, Wanzhou District, Chongqing (in thelt Gasification Industrial Park of Wanzhou District) Legal representative: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> Amended and Restated Leasereement This amended and restated leasereement (thisreement) is entered into by and between the following two parties and shall take effect from January1, 2009: Lessor:qo New Material STYLE="font-family:Times New Roman" SIZE="2">Address: Wanzhou Industrial Park, Chongqing Legal Representative: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> UPPLEMENTARY GREEMENT TO S THE MENDED AND ESTATED EASE GREEMENT Supplementaryreement This supplementaryreement to the amended and restated leasereement (the Lessor Lessor ( STYLE="font-family:Times New Roman" SIZE="2">Address: Wanzhou Industrial Park, Chongqing Legal Representative: Guangfu Xu Lessee Lessee (dress: Wanzhou Industrial Park, Chongqing STYLE="font-family:Times New Roman" SIZE="2">Legal Representative: Guangfu Xu] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract of Polysilicon No.: 2007007dress: Shanghai Party A: Zhejiang Yuhui Solar Energy Sourcedress: No.8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China STYLE="font-family:Times New Roman" SIZE="2">Tel: 0573-84773058Fax: 0573-84773383 STYLE="font-family:Times New Roman" SIZE="2">Party B:qo New Materialsdress: Chemical Industry Park, Wanzhou District, Chongqing 404000, China] [STYLE="font-family:Times New Roman" SIZE="2"> Supplementaryreement toles and Purchasentract of Polysilicon No.: 2007007-02dress: Wanzhou, Chongqing Party A: Zhejiang Yuhui Solar Energy Source STYLE="font-family:Times New Roman" SIZE="2">Address: No.8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China Tel: 0573-84773058 Fax: 0573-84773383 Party B:qo New Materialsdress: Chemical Industry Park, Wanzhou District, Chongqing 404000, China] [STYLE="font-family:Times New Roman" SIZE="2">reement on Changing thentracting Party ofles and Purchasentract of Polysilicon Party A: Zhejiang Yuhui Solar Energy Source SIZE="2">Address: No. 8, Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang Tel: 0573-84773058, Fax: 0573-84773383 Party B:qo New Materialdress: Wanzhoult and Gas Chemical Industrial Park of Chongqing] [STYLE="font-family:Times New Roman" SIZE="2">le and Purchase Frameworkntract Between Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2"> AND Zhejiang Yuhui Solar Energy Source (No. YHX20090804) STYLE="font-family:Times New Roman" SIZE="2"> Signed at: Jiashan, Zhejiang 1 Party A: Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Enterprise form: Limited Liabilitympany] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract Between Yingli Green Energympany Limited SIZE="2"> And Chongqingiling New Energy Signed at: Wanzhou, Chongqing Procurement and Supplyntract Party A: Yingli Green Energympany Limitedmpanys Form: Limited Liabilitympany STYLE="font-family:Times New Roman" SIZE="2">RegisteredAddress: No.3055 Middle Fuxin Road, Baoding] [STYLE="font-family:Times New Roman" SIZE="2"> YINGLI SOLARQO Supplementalreementntract No.: 2008YGE40004-1 Party A: Yingli Green Energympany Limited Party B: Chongqingiling New Energy STYLE="font-family:Times New Roman" SIZE="2">The parties hereby make the following revisions to thentractted May28, 2008 (Contract No.: 2008YGE40004, the Originalntract) through friendly negotiation.] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract Between Yingli Green Energympany Limited And Chongqingqo New Energyntract No.: 2008YGE40004-5les and Purchasentract Party A: Yingli Green Energympany Limitedmpanys Form: Limited Liabilitympany SIZE="2">Registereddress: No.3055 Middle Fuxin Road, Baoding (Baoding Tianwei Yingli New Energy Sources)] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract By and Among Wuxi Suntech Power STYLE="font-family:Times New Roman" SIZE="2">Chongqingiling New Energy Glory Silicon Energy (Zhenjiang) Place of Signing: Yangzhong, Jiangsu Party A: Wuxi Suntech Power STYLE="font-family:Times New Roman" SIZE="2">Enterprise type: Limited Liabilitympany] [STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperationreement Party A: Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Party B: SUMEC Hardware& Tools Party A and Party B,iding by the principles ofoperation, win-win, equality and mutual benefit, after friendly negotiation, hereby enter into thisreement for the purpose of establishing an upstream-downstream strategicoperation relationship in the solar energy industry with an] [CONFIDENTIAL TREATMENT Supplementalreement SIZE="2">Party A: Chongqingqo New Energy Party B: SUMEC Hardware& Tools 1. Party Bs Profit Margin The parties,iding by the principles of mutual benefit, win-win and mutual development, have reached anreement on the principles to determine pricing for photovoltaic modules after thorough due diligence on the marketnditions of upstream and downstream markets of] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasereement Between Chongqingqo New Energy SIZE="2"> And China Electric Equipment (Nanjing) Semiconductor Materials Party A: Party B: Chongqingqo New Energy China Electric Equipment (Nanjing) STYLE="font-family:Times New Roman" SIZE="2">Semiconductor Materials (Seal) (Seal)les and Purchasentract] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2007 (1270) 20ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2008 (1270) 5ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2008 (1270) 19ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2009 (1270) 3ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan: Chongqingqo New Energy The Borrower (Party A): XianJia Village, Longdu Neighborhood, Wanzhou District, Chongqing, China Domicile: 404000 Postde: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2009 (1230) 24ntract No.: Industrial Workingpital Loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan: Chongqingqo New Energy The Borrower (Party A): Wanzhoult Gasification Industrial Park, Chongqing, China 404000 Domicile: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanreement with Huaxia Bank SIZE="2"> 1 Loanreement CQ091011090117ntract No.: Chongqingqo New Energy Party A (the Borrower): Xian Jia Village, Longdu , Wanzhou District, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative: 023-64866606 Tel: Fax:nstruction Bank Wanzhou Branch Bank of principal account:] [STYLE="font-family:Times New Roman" SIZE="2"> Trademark Licensereement Licensor (Party A):qo SIZE="2">Licensee (Party B): Chongqingqo New Energy Nanjingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Scope of Grant 1. Party A hereby grants to Party B a license to use the trademarks listed in Appendix 1 hereto.] [NON-COMPETITIONREEMENTreementqo Mega Stand New Energy THIS NON-COMPETITIONREEMENT (this The parties, intending to be legally bound,ree follows: Non-competition Undertaking ofqo Restricted Periodmpetitive Activities Affiliate 1. Injunctive Relief; Reasonableness 2. Severability 3.nstruction 4. IN WITNESS WHEREOF, the parties hereto have executed this Non-Competitionreement of theteove.] [CONFIDENTIAL TREATMENTntract No.:DJG-HT20080615 Technology License and Engineering Servicesntract STYLE="font-family:Times New Roman" SIZE="2"> Between ChongqingQO New Energy STYLE="font-family:Times New Roman" SIZE="2">Wanzhou Industrial Park 404000 Wanzhou, Chongqing P.R. China and Poly Engineering S.r.l Monza / Milano Italy June15th, 2008 1talogue 1 Definitions 3 2 License 4 3] [English Summary STYLE="font-family:Times New Roman" SIZE="2">nstructionntract Thisntract is entered into by and betweenqo New Material the owner (hereinafter the Owner) and China Tianchen Chemical Engineering the generalntractor (hereinafter thentractor) on June27, 2007 for the purpose ofnstructing a polysilicon project with an annual output of 1,500 tons.] [English Summary STYLE="font-family:Times New Roman" SIZE="2"> Amendment tonstructionntract This Amendment is entered into by and betweenqo New Materialmpany Limited the owner (hereinafter the Owner) and China Tianchen Chemical Engineering the generalntractor (hereinafter thentractor) on July 10, 2007 for the purpose of amending thenstructionntractted June 27, 2007 (hereinafter the Originalntract). The parties herebyree follows:] [English Summary STYLE="font-family:Times New Roman" SIZE="2">nstructionntract Thisntract is entered into by and between Chongqingqo New Energy the owner (hereinafter the Owner) and China Tianchen Engineering the generalntractor (hereinafter thentractor) on August28, 2008 for the purpose ofnstructing a polysilicon project with an annual output of 1,800 tons.] [SHARE PURCHASEREEMENTreement THIS SHARE PURCHASEREEMENT (this (1)mpanyqo New Energyrp., ampany duly organized and validly existing under the Laws of theyman Islands (the (2)qo North Americaqo Solar Energy North America, arporation dulyorporated and validly existing under the Laws of the State oflifornia (] [STYLE="font-family:Times New Roman" SIZE="2"> 2010le and Purchasentract By and Between Light Way Green New Energy STYLE="font-family:Times New Roman" SIZE="2"> And Chongqingqo New Energyntract No.: DQGW100109 STYLE="font-family:Times New Roman" SIZE="2"> Light Way Green New Energy Party A: Chongqingqo New Energy] [List of Subsidiaries ofqo New Energyrp. Name Jurisdictionof ChongqingDaqoNewEnergyCo.,Ltd. China Wholly-owned subsidiary Nanjingqo New Energy China Wholly-owned subsidiaryqo Solar Energy North Americalifornia,USA Wholly-owned subsidiaryqo New Material China 1 dex211.htm 40 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010NSENT OF DELOITTE TOUCHE TOHMATSU CPA dex231.htm 41 EX-23.1] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China SIZE="2">Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com Board of Directorsqo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China January 12, 2010 Re:qo New Energyrp. (thempany)] [STYLE="font-family:Times New Roman" SIZE="2">Daqo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Attention: Mr.Yao Gongda SIZE="2">September22, 2009 Dear Mr.Yao, Marketbuzz 2009Annual World Photovoltaic Market Review STYLE="font-family:Times New Roman" SIZE="2">Solarbuzz herebynfirms that the Solarbuzz 2009 Report is publicly available and, to the best of our knowledge, the information in the Solarbuzz 2009] [Consent of Person Named to Become a Directorqo New Energyrp. 666 Longdu Avenue, Wanzhou SIZE="2">Chongqing 404000 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours,qing Qi 1NSENT OFQING QI TO BECOME A DIRECTOR dex235.htm 44 EX-23.5] [Consent of Person Named to Become a Directorqo New Energyrp. 666 Longdu Avenue, Wanzhou SIZE="2">Chongqing 404000 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, Rongling Chen 1NSENT OF RONGLING CHEN TO BECOME A DIRECTOR dex236.htm 45 EX-23.6] [Daqo New Energyrp.de of Businessnduct and Ethics Purposede SIZE="2">Thisde of Businessnduct and Ethics (the STYLE="font-family:Times New Roman" SIZE="2">Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships;] [UN E AW FFICES J China Resources Building, 20th Floor STYLE="font-family:Times New Roman" SIZE="2">Beijing 100005, P. R. China Tel.: (86-10) 8519-1300Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com January12, 2010 To: 666 Longdu Avenue SIZE="2">Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain Law Matters We are lawyers qualified in the Peoples Republic of China]

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DQ [DAQO NEW ENERGYRP.] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Proposedmaximum Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) 44,850,000 $2.42 $108,387,500 $7,728.03 STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act] [SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OFQO NEW ENERGYRP. STYLE="font-family:Times New Roman" SIZE="2">(asopted byecial Resolution on November 11, 2009 and effective on November 20, 2009) THEMPANIES LAW (2009 Revision)mpany Limited by Shares SECOND AMENDED AND RESTATED STYLE="font-family:Times New Roman" SIZE="2">] [FORM OF ORDINARY SHARE CERTIFICATE Name ofmpany:QO NEW ENERGYRP.QONEWENERGYCORP. Number Shares Number: [ -[ [ Shares: -[STYLE="FONT-FAMILY:WINGDINGS 2">orporated under the laws of theyman Islands US$50,000 500,000,000 Shares US$0.0001 Sharepital is Issued to: [STYLE="FONT-FAMILY:WINGDINGS 2"> THIS IS TO CERTIFY THAT [ted EXECUTED on behalf of theidmpany on they of 20] [THEMPANIES LAW (2009 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OFQO NEW ENERGYRP. STYLE="font-family:Times New Roman" SIZE="2">Adopted by aecial Resolution passed on January7, 2010 and effective immediately uponmpletion of thempanys initial public offering of shares represented] [J.P.Morgan TABLE OFNTENTS PARTIES 1 RECITALS 1 Section1. Certain Definitions (a)R Register 1 (b)Rs; Direct RegistrationRs 1 (c)S 1 (d) Custodian 1 (e) Deliver, execute, issue et 1 (f) Delivery Order 1 (g) Deposited Securities 1 (h) Direct Registration System 2 (i) Holder 2 (j)] [INVESTOR RIGHTSREEMENTreement Effectivete THIS INVESTOR RIGHTSREEMENT (this (1)mpanyqo New Energyrp., ampany duly organized and validly existing under the Laws of theyman Islands (the (2)qo North Americaqo Solar Energy North America, arporation dulyorporated and validly existing under the Laws of the State oflifornia (] [Direct: +852 2801 6066 STYLE="font-family:Times New Roman" SIZE="2">Fax: +852 2801 6767 E-mail:horp@thorpalberga.com 11 Wall Street New York, NY 10005 U.S.A. 12 January, 2010 SIZE="2">Dear Sirsqo New Energyrp.mpanymmission Act Registration Statement Shares STYLE="font-family:Times New Roman" SIZE="2">We have actedyman Islands legalvisers toqo New Energyrp. (the] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China SIZE="2">Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To:qo New Energyrp Dear Sirs, We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SEC ProspectusSs STYLE="font-family:Times New Roman" SIZE="2">We are acting theunsel toqo New Energyrp.] [DAQO NEW ENERGYRP. 2009 SHAREENTIVE PLAN (Asopted by shareholder resolution on August5, 2009; this plan has reflected the 10,000-to-1 sharelit and therporate name change approved by the shareholders on themey) ARTICLE 1 PURPOSE SIZE="2"> Planmpany The purpose of theqo New Energyrp. 2009 Shareentive Plan (the] [FORM OF INDEMNIFICATIONREEMENTreementmpany Indemnitee THIS INDEMNIFICATIONREEMENT (this WHEREAS, the Indemnitee hasreed to serve a director of thempany and in suchpacity will render valuable services to thempany; and Board of Directors WHEREAS, in order to induce and encourage highly experienced andpable persons such the Indemnitee to serve directors of thempany, the board of directors of thempany] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). SIZE="2">B. The Executive desires to be employed by thempany during the term of Employment and under the terms andnditions of thisreement.] [STYLE="font-family:Times New Roman" SIZE="2"> Leasereement Lessor:qo New Material Legaldress: Wanzhou Industrial Park, Chongqing Legal representative: Xu Guangfu STYLE="font-family:Times New Roman" SIZE="2">Lessee: Chongqingiling New Energy Legaldress: Xianjia Village, Longdu Neighborhood, Wanzhou District, Chongqing (in thelt Gasification Industrial Park of Wanzhou District) Legal representative: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> Amended and Restated Leasereement This amended and restated leasereement (thisreement) is entered into by and between the following two parties and shall take effect from January1, 2009: Lessor:qo New Material STYLE="font-family:Times New Roman" SIZE="2">Address: Wanzhou Industrial Park, Chongqing Legal Representative: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> UPPLEMENTARY GREEMENT TO S THE MENDED AND ESTATED EASE GREEMENT Supplementaryreement This supplementaryreement to the amended and restated leasereement (the Lessor Lessor ( STYLE="font-family:Times New Roman" SIZE="2">Address: Wanzhou Industrial Park, Chongqing Legal Representative: Guangfu Xu Lessee Lessee (dress: Wanzhou Industrial Park, Chongqing STYLE="font-family:Times New Roman" SIZE="2">Legal Representative: Guangfu Xu] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract of Polysilicon No.: 2007007dress: Shanghai Party A: Zhejiang Yuhui Solar Energy Sourcedress: No.8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China STYLE="font-family:Times New Roman" SIZE="2">Tel: 0573-84773058Fax: 0573-84773383 STYLE="font-family:Times New Roman" SIZE="2">Party B:qo New Materialsdress: Chemical Industry Park, Wanzhou District, Chongqing 404000, China] [STYLE="font-family:Times New Roman" SIZE="2"> Supplementaryreement toles and Purchasentract of Polysilicon No.: 2007007-02dress: Wanzhou, Chongqing Party A: Zhejiang Yuhui Solar Energy Source STYLE="font-family:Times New Roman" SIZE="2">Address: No.8 Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang, China Tel: 0573-84773058 Fax: 0573-84773383 Party B:qo New Materialsdress: Chemical Industry Park, Wanzhou District, Chongqing 404000, China] [STYLE="font-family:Times New Roman" SIZE="2">reement on Changing thentracting Party ofles and Purchasentract of Polysilicon Party A: Zhejiang Yuhui Solar Energy Source SIZE="2">Address: No. 8, Baoqun Road, Yaozhuang Town, Jiashan, Zhejiang Tel: 0573-84773058, Fax: 0573-84773383 Party B:qo New Materialdress: Wanzhoult and Gas Chemical Industrial Park of Chongqing] [STYLE="font-family:Times New Roman" SIZE="2">le and Purchase Frameworkntract Between Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2"> AND Zhejiang Yuhui Solar Energy Source (No. YHX20090804) STYLE="font-family:Times New Roman" SIZE="2"> Signed at: Jiashan, Zhejiang 1 Party A: Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Enterprise form: Limited Liabilitympany] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract Between Yingli Green Energympany Limited SIZE="2"> And Chongqingiling New Energy Signed at: Wanzhou, Chongqing Procurement and Supplyntract Party A: Yingli Green Energympany Limitedmpanys Form: Limited Liabilitympany STYLE="font-family:Times New Roman" SIZE="2">RegisteredAddress: No.3055 Middle Fuxin Road, Baoding] [STYLE="font-family:Times New Roman" SIZE="2"> YINGLI SOLARQO Supplementalreementntract No.: 2008YGE40004-1 Party A: Yingli Green Energympany Limited Party B: Chongqingiling New Energy STYLE="font-family:Times New Roman" SIZE="2">The parties hereby make the following revisions to thentractted May28, 2008 (Contract No.: 2008YGE40004, the Originalntract) through friendly negotiation.] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract Between Yingli Green Energympany Limited And Chongqingqo New Energyntract No.: 2008YGE40004-5les and Purchasentract Party A: Yingli Green Energympany Limitedmpanys Form: Limited Liabilitympany SIZE="2">Registereddress: No.3055 Middle Fuxin Road, Baoding (Baoding Tianwei Yingli New Energy Sources)] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasentract By and Among Wuxi Suntech Power STYLE="font-family:Times New Roman" SIZE="2">Chongqingiling New Energy Glory Silicon Energy (Zhenjiang) Place of Signing: Yangzhong, Jiangsu Party A: Wuxi Suntech Power STYLE="font-family:Times New Roman" SIZE="2">Enterprise type: Limited Liabilitympany] [STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperationreement Party A: Chongqingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Party B: SUMEC Hardware& Tools Party A and Party B,iding by the principles ofoperation, win-win, equality and mutual benefit, after friendly negotiation, hereby enter into thisreement for the purpose of establishing an upstream-downstream strategicoperation relationship in the solar energy industry with an] [CONFIDENTIAL TREATMENT Supplementalreement SIZE="2">Party A: Chongqingqo New Energy Party B: SUMEC Hardware& Tools 1. Party Bs Profit Margin The parties,iding by the principles of mutual benefit, win-win and mutual development, have reached anreement on the principles to determine pricing for photovoltaic modules after thorough due diligence on the marketnditions of upstream and downstream markets of] [STYLE="font-family:Times New Roman" SIZE="2">les and Purchasereement Between Chongqingqo New Energy SIZE="2"> And China Electric Equipment (Nanjing) Semiconductor Materials Party A: Party B: Chongqingqo New Energy China Electric Equipment (Nanjing) STYLE="font-family:Times New Roman" SIZE="2">Semiconductor Materials (Seal) (Seal)les and Purchasentract] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2007 (1270) 20ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2008 (1270) 5ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2008 (1270) 19ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan:qo New Materials The Borrower (Party A): Wanzhou Industry Park, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2009 (1270) 3ntract No.:pitalnstruction loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan: Chongqingqo New Energy The Borrower (Party A): XianJia Village, Longdu Neighborhood, Wanzhou District, Chongqing, China Domicile: 404000 Postde: Xu Guangfu] [STYLE="font-family:Times New Roman" SIZE="2"> Loanntract (in RMB) Chinanstruction Bank SIZE="2"> Chongqing Branch 2009 (1230) 24ntract No.: Industrial Workingpital Loan STYLE="font-family:Times New Roman" SIZE="2">Type of Loan: Chongqingqo New Energy The Borrower (Party A): Wanzhoult Gasification Industrial Park, Chongqing, China 404000 Domicile: Xu Guangfu Legal representative (principal):] [STYLE="font-family:Times New Roman" SIZE="2"> Loanreement with Huaxia Bank SIZE="2"> 1 Loanreement CQ091011090117ntract No.: Chongqingqo New Energy Party A (the Borrower): Xian Jia Village, Longdu , Wanzhou District, Chongqing, China Domicile: 404000 Postde: Xu Guangfu Legal representative: 023-64866606 Tel: Fax:nstruction Bank Wanzhou Branch Bank of principal account:] [STYLE="font-family:Times New Roman" SIZE="2"> Trademark Licensereement Licensor (Party A):qo SIZE="2">Licensee (Party B): Chongqingqo New Energy Nanjingqo New Energy STYLE="font-family:Times New Roman" SIZE="2">Scope of Grant 1. Party A hereby grants to Party B a license to use the trademarks listed in Appendix 1 hereto.] [NON-COMPETITIONREEMENTreementqo Mega Stand New Energy THIS NON-COMPETITIONREEMENT (this The parties, intending to be legally bound,ree follows: Non-competition Undertaking ofqo Restricted Periodmpetitive Activities Affiliate 1. Injunctive Relief; Reasonableness 2. Severability 3.nstruction 4. IN WITNESS WHEREOF, the parties hereto have executed this Non-Competitionreement of theteove.] [CONFIDENTIAL TREATMENTntract No.:DJG-HT20080615 Technology License and Engineering Servicesntract STYLE="font-family:Times New Roman" SIZE="2"> Between ChongqingQO New Energy STYLE="font-family:Times New Roman" SIZE="2">Wanzhou Industrial Park 404000 Wanzhou, Chongqing P.R. China and Poly Engineering S.r.l Monza / Milano Italy June15th, 2008 1talogue 1 Definitions 3 2 License 4 3] [English Summary STYLE="font-family:Times New Roman" SIZE="2">nstructionntract Thisntract is entered into by and betweenqo New Material the owner (hereinafter the Owner) and China Tianchen Chemical Engineering the generalntractor (hereinafter thentractor) on June27, 2007 for the purpose ofnstructing a polysilicon project with an annual output of 1,500 tons.] [English Summary STYLE="font-family:Times New Roman" SIZE="2"> Amendment tonstructionntract This Amendment is entered into by and betweenqo New Materialmpany Limited the owner (hereinafter the Owner) and China Tianchen Chemical Engineering the generalntractor (hereinafter thentractor) on July 10, 2007 for the purpose of amending thenstructionntractted June 27, 2007 (hereinafter the Originalntract). The parties herebyree follows:] [English Summary STYLE="font-family:Times New Roman" SIZE="2">nstructionntract Thisntract is entered into by and between Chongqingqo New Energy the owner (hereinafter the Owner) and China Tianchen Engineering the generalntractor (hereinafter thentractor) on August28, 2008 for the purpose ofnstructing a polysilicon project with an annual output of 1,800 tons.] [SHARE PURCHASEREEMENTreement THIS SHARE PURCHASEREEMENT (this (1)mpanyqo New Energyrp., ampany duly organized and validly existing under the Laws of theyman Islands (the (2)qo North Americaqo Solar Energy North America, arporation dulyorporated and validly existing under the Laws of the State oflifornia (] [STYLE="font-family:Times New Roman" SIZE="2"> 2010le and Purchasentract By and Between Light Way Green New Energy STYLE="font-family:Times New Roman" SIZE="2"> And Chongqingqo New Energyntract No.: DQGW100109 STYLE="font-family:Times New Roman" SIZE="2"> Light Way Green New Energy Party A: Chongqingqo New Energy] [List of Subsidiaries ofqo New Energyrp. Name Jurisdictionof ChongqingDaqoNewEnergyCo.,Ltd. China Wholly-owned subsidiary Nanjingqo New Energy China Wholly-owned subsidiaryqo Solar Energy North Americalifornia,USA Wholly-owned subsidiaryqo New Material China 1 dex211.htm 40 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China January 12, 2010NSENT OF DELOITTE TOUCHE TOHMATSU CPA dex231.htm 41 EX-23.1] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China SIZE="2">Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com Board of Directorsqo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China January 12, 2010 Re:qo New Energyrp. (thempany)] [STYLE="font-family:Times New Roman" SIZE="2">Daqo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Attention: Mr.Yao Gongda SIZE="2">September22, 2009 Dear Mr.Yao, Marketbuzz 2009Annual World Photovoltaic Market Review STYLE="font-family:Times New Roman" SIZE="2">Solarbuzz herebynfirms that the Solarbuzz 2009 Report is publicly available and, to the best of our knowledge, the information in the Solarbuzz 2009] [Consent of Person Named to Become a Directorqo New Energyrp. 666 Longdu Avenue, Wanzhou SIZE="2">Chongqing 404000 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours,qing Qi 1NSENT OFQING QI TO BECOME A DIRECTOR dex235.htm 44 EX-23.5] [Consent of Person Named to Become a Directorqo New Energyrp. 666 Longdu Avenue, Wanzhou SIZE="2">Chongqing 404000 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, Rongling Chen 1NSENT OF RONGLING CHEN TO BECOME A DIRECTOR dex236.htm 45 EX-23.6] [Daqo New Energyrp.de of Businessnduct and Ethics Purposede SIZE="2">Thisde of Businessnduct and Ethics (the STYLE="font-family:Times New Roman" SIZE="2">Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships;] [UN E AW FFICES J China Resources Building, 20th Floor STYLE="font-family:Times New Roman" SIZE="2">Beijing 100005, P. R. China Tel.: (86-10) 8519-1300Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com January12, 2010 To: 666 Longdu Avenue SIZE="2">Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain Law Matters We are lawyers qualified in the Peoples Republic of China]

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CTC [IFM Investments] F-1: Subject to completion Preliminary prospectus dated , 2010

[Subject to completion Preliminary prospectus dated , 2010 American Depositary Shares IFM Investments Limited Representing Class A Ordinary Shares This is our initial public offering. We are offering American depositary shares, or ADSs, each representing of our Class A ordinary shares, par value US$0.001 per share. Certain of our shareholders identified in this prospectus are offering an additional ADSs. No] [THE COMPANIES LAW OF THE CAYMAN ISLANDS (2007 REVISION) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by Special Resolution of the Shareholders on October 22, 2009) 1. The name of the Company is IFM Investments Limited. 2. The Registered Office of the Company shall be at the offices of Trident Trust] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by way of a special resolution passed on December 30, 2009 and effective from the listing of the Class A Ordinary Shares of the Company on the NYSE) I N D E X SUBJECT Article No. Table A 1 Interpretation] [] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT between IFM INVESTMENTS LIMITED IFM OVERSEAS PARTNERS L.P. GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C. GL ASIA MAURITIUS II CAYMAN LIMITED and REALOGY CORPORATION December 30, 2009 REGISTRATION RIGHTS AGREEMENT Agreement Company Partnership Goldman Sachs GL Asia Realogy REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 2009 (this “ WHEREAS WHEREAS WHEREAS 2008 Securities Purchase Agreement] [2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: (852) 2842 9530 Richard.Hall@conyersdillandpearman.com M#873737 / D#303527 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [[DATE], 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No. 7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Re: (the “Company”) American Depositary Shares of IFM Investments Limited Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement;] [2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: 852 2842 9530 Richard.Hall@conyersdillandpearman.com M#8737387 / D#310390 Attention : The Board of Directors Dear Sirs, IFM Investments Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [IFM Investments Limited Amended and Restated 2006 Stock Incentive Plan Section 1. Purpose of Plan. Section 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below: (a) “Administrator” means the Board or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof. (b)] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive EMPLOYMENT AGREEMENT (this “ W I T N E S S E T H In consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows: Employment 1. Agreement to Employ (a) Term of Employment Term Employment Period (b) Duties and Responsibilities (c) Compensation and Benefits 2. Compensation (a)] [Labor Contract Party A (Company): Address: Legal representative: Party B (employee): ID card No.: Preface Party A and Party B have entered into the following Labor Contract (including appendixes: Contract on Protection of Business Secret, Contract on Prohibition of Business Competition, and Supplemental Agreement of the Labor Contract, when applicable) (hereinafter referred to as Contract) according to the Labor Law] [Beijing Anxinruide Real Estate Brokerage Co. Ltd. Labor Contract Party A: Beijing Anxinruide Real Estate Brokerage Co. Ltd. Party B: Wang Yui Fung Signed on: June 16, 2008 Signed at: Chaoyang District, Beijing Party A (Company): Beijing Anxinruide Real Estate Brokerage Co. Ltd. Add: 26A, Hanwei Plaza, No. 7 Guanghua Road, Chaoyang District, Beijing Legal representative: Donald Zhang Party B] [Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. Labor Contract Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. Party B: Hau Piu Ip Signed on: August 11, 2009 Signed at: No. 1 Building, No. 333 Huanghe Road, Shanghai Labor Contract Party A: Shanghai Ruifeng Real Estate Investment Consulting Co., Ltd. (hereafter referred to as “Party A”) Address: No.] [RESTATED CENTURY 21 INTERNATIONAL SUBFRANCHISE AGREEMENT FOR THE PEOPLE’S REPUBLIC OF CHINA March 22, 2000 TABLE OF CONTENTS SECTION PAGE RECITALS 1 1. GRANT OF LICENSE TO SUBFRANCHISOR 2 A. Initial Franchise Fee and License 2 B. Ownership and Use of CENTURY 21 System and Marks 4 C. Changes By GLOBAL 7 D. Approval of Advertising Materials 7 E. System] [Subsidiaries Place of incorporation IFM Company Ltd Cayman Islands Beijing Aifeite International Franchise Consulting Company Ltd. PRC City Integrated Residential Services (China) Limited Hong Kong Shanghai Yaye Real Estate Brokerage Co. Ltd. PRC CIR Real Estate Consultant (Shenzhen) Co., Ltd PRC Genius Nation Investments Ltd British Virgin Islands Shanghai Ruifeng Real Estate Investments Consultant Co., Ltd. PRC Beijing Anxinruide Real] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated November 16, 2009, except for Notes 22(d),(e),(f), which are as of January 5, 2010, relating to the consolidated financial statements of IFM Investments Limited, which appears in such Registration Statement. We also consent to the reference] [Consent of Jun He Law offices, PRC Counsel January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam: We hereby consent to references to our name and legal opinion by IFM Investments Limited under the heading “Risk Factors”, “Enforceability of Civil Liabilities” and “Legal Matters”] [January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Conor Chiahung Yang 1 EX-23.5 19 dex235.htm CONSENT OF CONOR CHIAHUNG YANG] [January 5, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Kevin Yung 1 EX-23.6 20 dex236.htm CONSENT OF KEVIN YUNG] [IFM Investments Limited 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 of]

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EDS [Exceed Co] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXCEED COMPANY LTD. British Virgin Islands 3949 98-0637415 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Xidelong Industrial Zone Jinjiang, Fuijan Province, PRC Tel: 86 595 82858888 (Address, including zip code, and telephone number, including Tai Yau Ting Xidelong Industrial] [Subsidiaries of Exceed Company Ltd. Name Jurisdiction of Incorporation Windrace International Company Limited Cayman Islands Windrace Investment Holding Limited British Virgin Islands Hei Dai Lung Group Company Limited Hong Kong Xidelong (China) Co. Ltd. People’s Republic of China Fujian Xidelong Sports Goods Co., Ltd. People’s Republic of China EX-21 21 v167209_ex21.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. Sherman Oaks, California November 20, 2009 EX-23.1 22 v167209_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. Sherman Oaks, California November 20, 2009 EX-23.2 23 v167209_ex23-2.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. We also consent to the reference to us under the heading “Experts” in the prospectus. Sherman Oaks, California November 20, 2009 EX-23.3 24 v167209_ex23-3.htm]

By | 2016-03-21T05:21:29+00:00 November 23rd, 2009|Categories: Chinese Stocks, EDS, SEC Original|Tags: , , , , , |0 Comments
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