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)

 

xRule 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


Xiang Xu (“Mr. Xu”)

 

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
SHARES

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


Plenty China Limited

 

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
SHARES

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


Duke Elite Limited

 

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
SHARES

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