DQ [DAQO NEW ENERGY] F-1/A: 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 Proposed maximum (1) per share (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) 46,000,000 $2.50 $115,000,000 $8,199.50 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail: rthorp@thorpalberga.com To: Daqo New Energy Corp. 6 October 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 originals, copies or] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES __________ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON __________ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA October 6, 2010 Daqo] [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. 666 Longdu Avenue Wanzhou, Chongqing, 404000 People’s Republic of China Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Prospectus] [Polysilicon Sales and Purchase Agreement Contract No. : DQLY100712 SFBE-100712-DQ Between Chongqing Daqo New Energy Co., Ltd. (Party A) And Jiangsu Linyang Solarfun Co., Ltd. (Party B) Party A and Party B, through friendly negotiation, reached the following agreement on the purchase of solar grade polysilicon. The parties shall abide by the following terms and conditions: Article 1: Subject Matter] [Contract No. : TWNE-CG-CA10029 Polysilicon Sales and Purchase Agreement Party A: Tianwei New Energy Holdings Co., Ltd. Form of Enterprise: Limited Liability Company Registered Address: Chengdu, Sichuan Legal Representative: Ding Qiang Bank of Deposit: Shuangliu Branch, Bank of China Account No.: 841000083218091001 Tel: 028-67050187 Fax: 028-67050181 Party B: Chongqing Daqo New Energy Co., Ltd. Form of Enterprise: Limited Liability Company] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 9 to Registration Statement No. 333-164307 of our report dated August 18, 2010 relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp., which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and] [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 October 6, 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]

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DQ [DAQO NEW ENERGYRP.] EFFECT: (Original Filing)

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DQ [DAQO NEW ENERGYRP.] EFFECT: .FormData {color: blue; background-color: white; font-size: small; font-family:

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LEDS [SemiLEDs] CORRESP: (Original Filing)

[ORRICK, HERRINGTON & SUTCLIFFE 43RD FLOOR, GLOUCESTER TOWER tel 852-2218-9100 WWW.ORRICK.COM October 6 , 2010 VIA EDGAR AND HAND DELIVERY Division of Corporate Finance 100 F Street, N.E. Mail Stop Number 3030 Attn: Russell Mancuso, Branch Chief, Legal Gabriel Eckstein Daniel Morris, Special Counsel Martin James Kevin Vaughn, Branch Chief, Accounting Tara Harkins Re: SemiLEDs Corporation — Registration Statement on]

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LEDS [SemiLEDs] CORRESP: ORRICK, HERRINGTON & SUTCLIFFE 43RD FLOOR, GLOUCESTER TOWER

[ORRICK, HERRINGTON & SUTCLIFFE 43RD FLOOR, GLOUCESTER TOWER tel 852-2218-9100 WWW.ORRICK.COM October 6 , 2010 VIA EDGAR AND HAND DELIVERY Division of Corporate Finance 100 F Street, N.E. Mail Stop Number 3030 Attn: Russell Mancuso, Branch Chief, Legal Gabriel Eckstein Daniel Morris, Special Counsel Martin James Kevin Vaughn, Branch Chief, Accounting Tara Harkins Re: SemiLEDs Corporation — Registration Statement on]

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LEDS [SemiLEDs] S-1/A: (Original Filing)

[AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION (a Delaware corporation) · Shares of Common Stock UNDERWRITING AGREEMENT Dated: · , 2010 SEMILEDS CORPORATION (a Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT · , 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [Agreement for Issuance of Overseas Letter of Credit(the “Agreement”) The contracting party: SemiLEDs Optoelectronics Co., Ltd., represented by the Chairman, Trung Doan (hereinafter referred to as the “Appointer”).In order to proceed settlement of exchange at E.Sun Bank (hereinafter referred to as the “Bank”) for purchasing the goods and materials from foreign countries, the Appointer invites the guarantor bearing the joint] [LEASE AGREEMENT THIS LEASE AGREEMENT (this “Agreement”) is entered into as of this fist day of December, 2006 (“Effective Date”), by and between SEMI-PHOTONICS CO., LTD., a Taiwan company having offices at 7F, No.13, Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, the Republic of China (“R.O.C.”) (the “Lessee”), and LUXXON TECHNOLOGY CORPORATION, a Taiwan] [SEMI-PHOTONICS CO., LTD. INTERNATIONAL DISTRIBUTION AGREEMENT This Inte rn ational Distribution Agreement (the “Agreement”) is made an d entered into effective December 20, 2006 (the “Effective Date”) between SEMI-PHOTONICS CO., LTD., a company with offices at 7F, No.13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu- Nan 350, Taiw an (“Comp an y”), an d NANOTECO CORP., a Japanese] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from January 13, 2009 to January 13, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from April 7, 2009 to April 7, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from March 18, 2010 to March 18, 2011 (the “ 2. The take-down and the lending period should be made in accordance with] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring]

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LEDS [SemiLEDs] S-1/A: AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER

[AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION (a Delaware corporation) · Shares of Common Stock UNDERWRITING AGREEMENT Dated: · , 2010 SEMILEDS CORPORATION (a Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT · , 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [Agreement for Issuance of Overseas Letter of Credit(the “Agreement”) The contracting party: SemiLEDs Optoelectronics Co., Ltd., represented by the Chairman, Trung Doan (hereinafter referred to as the “Appointer”).In order to proceed settlement of exchange at E.Sun Bank (hereinafter referred to as the “Bank”) for purchasing the goods and materials from foreign countries, the Appointer invites the guarantor bearing the joint] [LEASE AGREEMENT THIS LEASE AGREEMENT (this “Agreement”) is entered into as of this fist day of December, 2006 (“Effective Date”), by and between SEMI-PHOTONICS CO., LTD., a Taiwan company having offices at 7F, No.13, Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, the Republic of China (“R.O.C.”) (the “Lessee”), and LUXXON TECHNOLOGY CORPORATION, a Taiwan] [SEMI-PHOTONICS CO., LTD. INTERNATIONAL DISTRIBUTION AGREEMENT This Inte rn ational Distribution Agreement (the “Agreement”) is made an d entered into effective December 20, 2006 (the “Effective Date”) between SEMI-PHOTONICS CO., LTD., a company with offices at 7F, No.13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu- Nan 350, Taiw an (“Comp an y”), an d NANOTECO CORP., a Japanese] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from January 13, 2009 to January 13, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from April 7, 2009 to April 7, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from March 18, 2010 to March 18, 2011 (the “ 2. The take-down and the lending period should be made in accordance with] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring]

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DQ [DAQO NEW ENERGYRP.] EFFECT: (Original Filing)

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By | 2016-02-06T18:10:21+00:00 October 6th, 2010|Categories: Chinese Stocks, DQ, SEC Original|Tags: , , , , , |0 Comments
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