SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 4)*
| Daqo New Energy Corp. |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| G26583 107 |
| (CUSIP Number) |
| December 31, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G26583 107
| 1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
NUMBER OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
42,437,884 ordinary shares, which consist of (i) 14,820,000 ordinary shares held by Plenty China Limited, a company organized under the laws of the British Virgin Islands (“Plenty China”), and 25,641,025 ordinary shares held by Duke Elite Limited, a company organized under the laws of the British Virgin Islands (“Duke Elite”), both of which are solely owned and controlled by Mr. Xu, and (ii) 1,976,859 ordinary shares issuable upon exercise of options (including Restricted Share Units) held by Mr. Xu that are exercisable within 60 days of December 31, 2018. | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
42,437,884 ordinary shares. See Item 5 above for detail. | ||
| 8 |
SHARED DISPOSITIVE POWER
0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,437,884 shares | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7% | ||
| 12 |
TYPE OF REPORTING PERSON
IN | ||
CUSIP No. G26583 107
| 1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
|
NUMBER OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
14,820,000 ordinary shares held by Plenty China Limited | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
14,820,000 ordinary shares held by Plenty China Limited | ||
| 8 |
SHARED DISPOSITIVE POWER
0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,820,000 ordinary shares | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. G26583 107
| 1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
|
NUMBER OF BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
25,641,025 ordinary shares held by Duke Elite Limited | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
25,641,025 ordinary shares held by Duke Elite Limited | ||
| 8 |
SHARED DISPOSITIVE POWER
0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,641,025 ordinary shares | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7% | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| ITEM 1(a). | NAME OF ISSUER: |
Daqo New Energy Corp.
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
666 Longdu Avenue
Wanzhou, Chongqing 404000
People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
| (i) | Xiang Xu |
| (ii) | Plenty China Limited |
| (iii) | Duke Elite Limited |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
For all Reporting Persons:
c/o 66 Daquan Road
Xinba, Yangzhong, Jiangsu Province
People’s Republic of China
| ITEM 2(c). | CITIZENSHIP: |
| (i) | Xiang Xu — People’s Republic of China. |
| (ii) | The place of organization of Plenty China Limited is the British Virgin Islands. |
| (iii) | The place of organization of Duke Elite Limited is the British Virgin Islands. |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary Shares
| ITEM 2(e). | CUSIP NUMBER: |
G26583 107
| ITEM 3. | Not applicable. |
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of Daqo New Energy Corp. (the “Ordinary Shares”) by the reporting persons is provided as of December 31, 2018:
| Reporting Person | Amount beneficially owned: | Percent of class | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||
| Xiang Xu | 42,437,884 | 12.7% | 42,437,884 | 0 | 42,437,884 | 0 | ||||||
| Plenty China Limited | 14,820,000 | 4.5% | 14,820,000 | 0 | 14,820,000 | 0 | ||||||
| Duke Elite Limited | 25,641,025 | 7.7% | 25,641,025 | 0 | 25,641,025 | 0 |
Plenty China Limited is the registered holder of 14,820,000 Ordinary Shares and Duke Elite Limited is the registered holder of 25,641,025 Ordinary Shares. Mr. Xu is the ultimate sole shareholder of Plenty China Limited and Duke Elite Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Xu may be deemed to beneficially own all of the Ordinary Shares held by Plenty China Limited and Duke Elite Limited.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
Not applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| ITEM 10. | CERTIFICATIONS |
Not applicable
|
Exhibit |
No. Description |
|
99A* |
Joint Filing Agreement, dated February 17, 2015, between Xiang Xu, Plenty China Limited and Duke Elite Limited |
* Previously filed on February 17, 2015.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
| Xiang Xu | /s/ Xiang Xu | ||
| Name: | Xiang Xu | ||
| Plenty China Limited | By: | /s/ Xiang Xu | |
| Name: | Xiang Xu | ||
| Title: | Director | ||
| Duke Elite Limited | By: | /s/ Xiang Xu | |
| Name: | Xiang Xu | ||
| Title: | Director |