THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China WindPower Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [191 x 92] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION PROVISION OF SERVICES BY THE GROUP — CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A notice convening the special general meeting (the “SGM”) of the Company to be held at 10:00 a.m. on 11 June 2009, Thursday at Unit 3901, Fast East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong is set out on pages 48 to 51 of this circular.

A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Such form of proxy for use at the SGM is also published on the website of the Stock Exchange (www.hkexnews.hk). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting thereof should you so wish.

26 May 2009

for identification purpose only

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the independent board committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Letter from independent financial adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Appendix I — Financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Appendix II — General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Notice of special general meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48

— i —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“associates” has the meaning ascribed thereto under the Listing Rules “Board” the board of the Directors “Cap(s)” the maximum annual aggregate amounts of the Services (in terms of aggregate value of contracts being entered into within the same financial year) which may be provided by the Group to Liaoning Energy and its associates (including Joint Ventures) for the three years ending 31 March 2012
“Century Concord WP” 協合風電投資有限公司 (Century Concord Wind Power Investment Ltd.), a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company
“connected person(s)” has the meaning ascribed to it under the Listing Rules “Company” China WindPower Group Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the main board of the Stock Exchange
“Counter Indemnity(ies)” counter indemnity(ies) which may be provided by the Group to Liaoning Energy with the pledge of the Group’s equity interest(s) in the Joint Venture(s) to Liaoning Energy as security pursuant to the Framework Agreement
“Director(s)” the director(s) of the Company “Framework Agreement” the agreement entered into between Company and Liaoning Energy on 5 May 2009, in relation to, among other things, the proposed formation of the New Joint Ventures, the Guarantees, the Counter Indemnities and the Services (including the Caps)
“Group” the Company and its subsidiaries “Guarantee(s)” guarantee(s) which may be provided by Liaoning Energy in respect of any external borrowings of each Joint Venture up to a maximum amount of RMB400,000,000 pursuant to the Framework Agreement

— 1 —

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Shareholder(s)” Shareholder(s) which does (do) not have any material interest in the transactions contemplated under the JV Contract 2 and the Framework Agreement and the transactions contemplated thereunder and is (are) allowed to vote at the SGM in respect of the formation of JV2 pursuant to the JV Contract 2, and the formation of New Joint Ventures, the possible grant of the Guarantees, the possible grant of the Counter Indemnities and the prospective provision of the Services (including the Caps) pursuant to the Framework Agreement

“Joint Ventures” JV1, JV2, JV3, JV4, JV5, JV6 and JV7 “JV1” 阜新巨龍湖風力發電有限公司, a sino-foreign equity joint venture with limited liability established by Century Concord WP and Liaoning Energy at Zhangwu, Fuxin, Liaoning province, the PRC
“JV2” 阜新千佛山風力發電有限責任公司, a sino-foreign equity joint venture with limited liability to be established by Century Concord WP and Liaoning Energy at Zhangwu, Fuxin, Liaoning province, the PRC
“JV3” and “JV4” the joint ventures to be established by the Group and Liaoning Energy at Fuxin, Liaoning province, the PRC pursuant to the Framework Agreement, the equity interest of which shall be held as to 60% by the Group and 40% by Liaoning Energy
“JV5”, “JV6” and “JV7” the joint ventures to be established by the Group and Liaoning Energy at Fuxin, Liaoning province, the PRC pursuant to the Framework Agreement, the equity interest of which shall be held as to 25% by the Group and 75% by Liaoning Energy
“JV Contract 1” the agreement dated 6 February 2009 entered into between Century Concord WP and Liaoning Energy regarding the establishment of JV1

— 2 —

DEFINITIONS

“JV Contract 2”	the agreement dated 10 April 2009 entered into between
	Century Concord WP and Liaoning Energy regarding the
	proposed establishment of JV2
“Latest Practicable Date”	22 May 2009, the latest practicable date before the printing
	of this circular for ascertaining certain information
	contained herein
“Liaoning Energy”	遼寧能源投資（集團）有限責任公司, a company incorporated
	in the PRC with limited liability
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“MW”	Megawatt (1,000,000 watts), the commonly used unit of
	power in quantifying the electricity generation
“New Joint Ventures”	JV3, JV4, JV5, JV6 and JV7
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Services”	the ser vices including wind power engineering,
	procurement and construction, manufacturing of wind
	tower tubes, wind power facilities design and maintenance
“SFO”	Securities and Futures Ordinance, Chapter 571 of the laws
	of Hong Kong
“SGM”	the special general meeting of the Company to be
	convened and held at Unit 3901, Far East Finance Center,
	16 Harcourt Road, Admiralty, Hong Kong at 10:00 a.m. on
	11 June 2009, Thursday, for the Independent Shareholders
	to consider and approve, if thought fit, the formation of
	JV2 pursuant to the JV Contract 2, and the formation of
	New Joint Ventures, the possible grant of the Guarantees,
	the possible grant of the Counter Indemnities and the
	prospective provision of the Services (including the Caps)
	pursuant to the Framework Agreement, or any adjournment
	thereof (as the case may be)

— 3 —

DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of any Share
“Somerley”	Somerley Limited, being the independent financial
	adviser to advise the independent board committee and
	the Independent Shareholders in respect of transactions
	contemplated under the JV Contract 2 and the Framework
	Agreement, a licensed corporation for type 1 (dealing in
	securities), type 4 (advising on securities), type 6 (advising
	on corporate finance) and type 9 (asset management)
	regulated activities under the SFO
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

— 4 —

LETTER FROM THE BOARD

==> picture [191 x 93] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

Executive Directors:

Mr. Ko Chun Shun, Johnson (Chairman) Mr. Liu Shunxing (Chief Executive Officer) Mr. Wang Xun Mr. Yang Zhifeng Ms. Liu Jianhong Mr. Chan Kam Kwan, Jason

Non-executive Director: Mr. Tsoi Tong Hoo, Tony

Independent non-executive Directors:

Mr. Ho Tak Man, Billy Mr. Yap Fat Suan, Henry Dr. Wong Yau Kar, David

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Unit 3901 Far East Finance Center 16 Harcourt Road Admiralty Hong Kong

26 May 2009

To the Shareholders

Dear Sir or Madam,

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION PROVISION OF SERVICES BY THE GROUP — CONTINUING CONNECTED TRANSACTIONS

AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The Company announced on 14 April 2009 that Century Concord WP, an indirect whollyowned subsidiary of the Company, and Liaoning Energy have established JV1 pursuant to the JV Contract 1 dated 6 February 2009. On 10 April 2009, Century Concord WP and Liaoning

for identification purpose only

— 5 —

LETTER FROM THE BOARD

Energy entered into the JV Contract 2 to jointly establish JV2 in Zhangwu, Fuxin, Liaoning province, the PRC.

On 5 May 2009, the Company and Liaoning Energy entered into the Framework Agreement regarding, among other things, the proposed formation of the New Joint Ventures, the possible grant of the Guarantees by Liaoning Energy to the Joint Ventures, in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures as security, and the prospective provision of the Services by the Group to Liaoning Energy and its associates (including the Joint Ventures).

Liaoning Energy is a substantial shareholder of JV1 and a connected person of the Company. The formation of JV2 and the New Joint Ventures constitute connected transactions for the Company. The possible grant of Guarantees by Liaoning Energy to the Group, in conjunction with the possible grant of Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security will constitute non-exempt connected transactions for the Company. The prospective provision of the Services by the Group to Liaoning Energy and its associates (including the Joint Ventures) will constitute non-exempt continuing connected transactions for the Company. Accordingly, the formation of JV2 and the New Joint Ventures, the Guarantees, the Counter Indemnities and the provision of Services (including the Caps) are subject to approval from the Independent Shareholders.

The Counter Indemnities with the pledge of the Group’s equity interests in the Joint Ventures as security will also constitute a major transaction for the Company.

All the Joint Ventures are proposed to undertake wind farm projects in the PRC.

I. FORMATION OF JV2

On 10 April 2009, Century Concord WP (an indirect wholly-owned subsidiary of the Company) and Liaoning Energy entered into the JV Contract 2 to jointly establish JV2 at Zhangwu, Fuxin, Liaoning province, the PRC to undertake wind farm projects in the PRC.

Under the JV Contract 2, Century Concord WP’s commitment to establish JV2 is conditional on the Company having obtained approval from the Independent Shareholders pursuant to the relevant requirements of the Listing Rules and approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government.

Name of JV2

阜新千佛山風力發電有限責任公司

The joint venture parties

(a) Century Concord WP; and
(b) Liaoning Energy

— 6 —

LETTER FROM THE BOARD

Registered capital and total investment of JV2

Total investment: RMB498,836,000 (approximately HK$563.68 million)

Registered capital: RMB100 million (approximately HK$113 million)

Century Concord WP and Liaoning Energy shall respectively hold 60% and 40% of the equity capital in JV2 by contributing RMB60 million (approximately HK$67.8 million) and RMB40 million (approximately HK$45.2 million) respectively to the registered capital of JV2 in cash.

The remaining part of the total investment of JV2 of RMB398,836,000 can be raised by JV2 in the form of external debts. Apart from the capital contribution mentioned above, Century Concord WP does not have any further commitment to make any further capital contribution or provide funding to JV2.

Subject to the Company obtaining approval from the Independent Shareholders as required by the Listing Rules and approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government, each of Century Concord WP and Liaoning Energy shall contribute to the registered capital of JV2 in accordance with the following schedule:

(i) within 90 days from the date of the JV Contract 2, each of Century Concord WP and Liaoning Energy shall respectively contribute RMB18 million (approximately HK$20.34 million) and RMB12 million (approximately HK$13.56 million); and
(ii) within 180 days from the grant of the business licence of JV2, each of Century Concord WP and Liaoning Energy shall respectively contribute RMB42 million (approximately HK$47.46 million) and RMB28 million (approximately HK$31.64 million).

JV2 shall be a non wholly-owned subsidiary of the Company after its formation.

Scope of business of JV2

Pursuant to the JV Contract 2, the proposed scope of business of JV2 covers the development, construction, and operation of wind power electricity facilities, as well as providing consultancy services, training, technical support, research and development and engineering services in respect of wind power projects.

It is intended that JV2 will undertake wind farm projects in the PRC with an initial target installed capacity of 50MW.

Term of JV2

JV2 shall have an initial term of 30 years commencing from the establishment date.

— 7 —

LETTER FROM THE BOARD

Board composition of JV2

JV2 shall have five directors, of which three shall be nominated by Century Concord WP and two shall be nominated by Liaoning Energy, with the chairman of the board of JV2 be nominated by Century Concord WP and the vice-chairman be nominated by Liaoning Energy. Two-thirds of directors (with the presence of at least a director nominated by each of Century Concord WP and Liaoning Energy) present in person or by proxy is the required quorum of a board meeting. Except for certain events such as related party transactions, asset pledge or guarantee which require the approval of more than two-thirds of all directors, other board resolutions are required to be approved by a simple majority of the directors.

General meetings of JV2

Any resolution proposed at general meeting requires the approval of not less than twothirds of all outstanding voting rights.

II. THE FRAMEWORK AGREEMENT

1. Formation of New Joint Ventures

Under the Framework Agreement dated 5 May 2009 entered into between the Company and Liaoning Energy, the Company and Liaoning Energy have agreed to jointly establish five more joint ventures (i.e., JV3, JV4, JV5, JV6 and JV7, the “New Joint Ventures”) in Fuxin, Liaoning province, the PRC to undertake more wind farm projects in the PRC.

Registered capital and total investment of each of the New Joint Ventures

For each of the New Joint Ventures:

Total investment: up to RMB500,000,000 (approximately HK$565 million), subject to the approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government.

Registered capital: RMB100,000,000 (approximately HK$113 million), subject to the approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government.

— 8 —

LETTER FROM THE BOARD

The Group and Liaoning Energy shall respectively hold as to 60% and 40% of the equity capital in each of JV3 and JV4 by contributing RMB60 million (approximately HK$67.8 million) and RMB40 million (approximately HK$45.2 million) respectively to the registered capital of each of JV3 and JV4 in cash.

The Group and Liaoning Energy shall respectively hold as to 25% and 75% of the equity capital in each of JV5, JV6 and JV7 by contributing RMB25 million (approximately HK$28.25 million) and RMB75 million (approximately HK$84.75 million) respectively to the registered capital of each of JV5, JV6 and JV7 in cash.

The remaining part of the total investment of each of the New Joint Ventures of RMB400,000,000 are proposed to be raised by each of the New Joint Ventures in the form of external debts.

Apart from the capital contribution mentioned above, the Company does not have any further commitment to make any further capital contribution or provide funding to each of the Joint Ventures.

Based on the principal terms in the Framework Agreement in respect of the formation of the New Joint Ventures, the Group will enter into a separate agreement for the formation of each New Joint Venture in accordance with the relevant terms set out in the Framework Agreement. If there is any material change in the terms under the Framework Agreement in respect of the formation of the New Joint Ventures, the Company will comply with the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. Formation of the New Joint Ventures is subject to the Company obtaining approval from its independent shareholders as required by the Listing Rules and approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government.

Each of JV3 and JV4 shall be a non wholly-owned subsidiary of the Company after their formation. Each of JV5, JV6 and JV7 shall be an associate of the Company for accounting purpose after their formation.

Scope of business the New Joint Ventures

Each New Joint Venture will be responsible for one wind farm project. It is intended that each of the New Joint Ventures will undertake a wind farm project in the PRC with an initial target installed capacity of 50MW.

— 9 —

LETTER FROM THE BOARD

JV5, JV6 and JV7 will undertake wind farm projects which Liaoning Energy owns the rights granted by the Fuxin City Government in the development of wind farm projects in certain regions in Fuxin, Liaoning province, the PRC. JV3 and JV4 will undertake wind farm projects which the Group owns the rights granted by the Zhangwu County Government and Fuxin City Government in the development of wind farm projects in certain regions in Fuxin, Liaoning province, the PRC.

Board composition of the New Joint Ventures

Each of JV3 and JV4 shall have five directors of which three will be nominated by the Company and two will be nominated by Liaoning Energy.

Each of JV5, JV6 and JV7 shall have five directors of which two will be nominated by the Company and three will be nominated by Liaoning Energy.

2. Guarantees of Liaoning Energy and Counter Indemnities of the Group

For each of JV1 and JV2, the total investment is RMB498,836,000. Under the Framework Agreement, for each of the New Joint Ventures, the total investment is up to RMB500,000,000. Apart from the registered capital of RMB100,000,000, the remaining amount of the total investment in each of the Joint Ventures is expected to be raised by the Joint Ventures in the form of external borrowings. According to the experience of the Company, financiers in the PRC may likely require Liaoning Energy, as the local joint venture partner, to guarantee the entire amount of any borrowing made to the Joint Ventures.

Liaoning Energy has agreed under the Framework Agreement that it may provide Guarantees in respect of any external borrowings of the Joint Ventures up to a maximum amount of RMB400,000,000 for each Joint Venture without any charge. The Company has agreed to provide Counter Indemnities to Liaoning Energy in respect of any claim made against Liaoning Energy under the Guarantees (the “Claim”). The indemnified amount under the Counter Indemnities shall equal the Claim times the percentage equity interest of the Group in the relevant Joint Venture(s). Based on the maximum amount of Guarantees that may be provided by Liaoning Energy, the maximum amount of Counter Indemnities that may be provided by the Group to Liaoning Energy is RMB1,260 million.

The Group will also pledge its equity interests in the relative Joint Ventures as security in favour of Liaoning Energy in respect of any Counter Indemnity provided to Liaoning Energy.

— 10 —

LETTER FROM THE BOARD

3. The Services

Provision of the Services by the Group to the Joint Ventures

Certain subsidiaries of the Company provide the Services. The Joint Ventures will choose suppliers for the Services for their wind farm constructions through public tenders in accordance with the applicable laws and requirements in the PRC. Pursuant to the Framework Agreement, the Group may participate in the public tenders organized by the Joint Ventures for selecting suppliers for the Services, including wind power engineering, procurement and construction, manufacturing of wind tower tubes, wind power facilities design and maintenance.

The Group will determine the terms of the tenders for the Services with reference to, among other things, the specifications of each wind farm construction plan, the prevailing market prices of the wind farm equipment and facilities and quotations made by the Group to independent third parties in respect of similar projects.

Annual caps

The Joint Ventures are associates of Liaoning Energy and are connected persons of the Company. Under the Framework Agreement, for each of the financial years ending 31 March 2010, 31 March 2011 and 31 March 2012, the aggregate amounts of the Services (in terms of aggregate value of contracts being entered into within the same financial year) which may be provided by the Group to Liaoning Energy and its associates, including the Joint Ventures shall not exceed RMB431,800,000, RMB328,500,000 and RMB112,000,000 respectively.

The above Caps for the Services have been determined after arm’s length negotiations between the Company and Liaoning Energy with reference to the target installed capacity of the wind farm projects to be carried out by the Joint Ventures for the three years ending 31 March 2012, the prevailing service charges for the Services, the expected costs which may be incurred by the Group on power engineering, procurement and construction, the expected manufacturing and design costs on the wind tower tubes and facilities, the expected margin, maintenance costs and the labour costs. It is expected that the constructions of the Joint Ventures’ wind farms will mainly take place during the years ending 31 March 2010 and 31 March 2011 and hence larger annual caps are required for these two years.

— 11 —

LETTER FROM THE BOARD

Term of the Framework Agreement

Subject to the approval from the Independent Shareholders and the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government, the Framework Agreement shall have a term up to 31 March 2012.

REASONS FOR THE ESTABLISHMENT OF JV2, NEW JOINT VENTURES AND THE ENTERING INTO OF THE FRAMEWORK AGREEMENT

The Group is principally engaged in the wind power business and industry, investing in various wind farm projects and providing wind power engineering and construction services in the PRC. The Group sees great potential in the wind power business in the PRC due to the more favourable government policy on clean energy and the growing demand for electricity in the PRC. The Group has been setting up joint ventures with local partners, including entities owned by the relevant municipal governments, and other seasoned business partners, to develop wind power projects. The establishment of the JV2 and the New Joint Ventures are in the Group’s usual and ordinary course of business and represents a further step of the Group to expand its wind power business in the PRC. The Company intends to finance its investment in the JV2 and New Joint Ventures by the Group’s internal resources.

As mentioned above, according to the experience of the Company, financiers in the PRC may likely require Liaoning Energy to guarantee the entire amount of any borrowing made to the Joint Ventures. The arrangement of the Guarantees and the Counter Indemnities with the pledge to be provided by the Group is agreed between the parties with a view to facilitating the Joint Ventures to borrow moneys to meet their working capital requirements, as well as to provide funding for their wind farm construction and operations, so that joint venture partners will effectively be responsible for guaranteeing borrowings pro rata to their shareholdings in the Joint Ventures.

The Joint Ventures shall develop wind farm business in the PRC and shall require the Services to facilitate the start up and the operation of the wind farm projects. As mentioned above, it is part of the principal business of the Group to provide wind power engineering, construction and maintenance services. The prospective provision of the Services will be in the ordinary and usual course of business of the Group and enhance the revenue base of the Group. On the other hand, it will also enable the Joint Ventures to benefit from the expertise and experience of the Group.

The terms of the JV Contract 2 and the Framework Agreement were negotiated on an arm’s length basis.

— 12 —

LETTER FROM THE BOARD

INFORMATION ON LIAONING ENERGY

Liaoning Energy is a stated owned enterprise in the PRC owned by the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government and is principally engaged in the development of power, high technology and energy saving projects, manufacturing and sale of related equipment and facilities in the PRC.

The Group acquired an indirect interest in Changtu Liaoneng Xiexin Wind Power Co., Ltd. （昌圖遼能協鑫風力發電有限公司） in which Liaoning Energy and the Group hold a 75% and a 25% equity interest respectively. Changtu Liaoneng Xiexin Wind Power Co., Ltd. （昌圖遼能協鑫風力發電有限公司） is an associate of the Group for accounting purposes.

Liaoning Energy also owns 40% equity interest of JV1, in which the Group owns the remaining 60% equity interest. JV1 is a non wholly-owned subsidiary of the Company.

FINANCIAL EFFECT OF THE COUNTER INDEMNITIES ON THE GROUP

Any Counter Indemnity will only be granted if Liaoning Energy grants any Guarantee in respect of any borrowing of the Joint Ventures. The grant of any Counter Indemnity will be a contingent liability of the Group. Such contingent liability will only crystallized in the event that the Counter Indemnity is enforced by Liaoning Energy which in turn will only happen if the relative borrowing of a Joint Venture guaranteed by Liaoning Energy goes into default. The Directors are of the opinion that the possible grant of the Counter Indemnities by the Group to Liaoning Energy (with the pledge of the Group’s equity interests in the Joint Ventures as security) will unlikely have any material impact on the earnings or net asset value of the Group. Should the Counter Indemnities be enforced, the net asset value of the Group would be reduced accordingly. The grant of any Guarantee and the Counter Indemnity is in the business interests of the Joint Ventures and is essential for their business development. The Directors consider that the Group, as a joint venture partner of the Joint Ventures, are expected to benefit from the profit contributions, if any, from Joint Ventures arising from their wind farm business to be carried out.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

With global energy supply and environmental issues taking centre stage, renewable energy alternatives are drawing growing attention of governments worldwide. The PRC government has introduced various policies which are favourable to the development of alternative energy, including wind power, in the PRC. The Directors are optimistic about the prospects of the wind power business in the PRC and thus the Group’s.

— 13 —

LETTER FROM THE BOARD

In November 2008, the PRC government announced a fiscal stimulus package of RMB4 trillion in aggregate, which is to be implemented up to 2010. Strengthening environmental related investment was highlighted as one of the ten key areas covered in the stimulus package, which consists of projects supporting energy saving and emission reduction. Despite the recent global financial crisis, the Directors are of the view that wind power will be an important renewable energy source in the PRC for the foreseeable future, and consider that the wind power business will continue to create value and benefit the Shareholders.

Therefore, the Company will continue its focus and effort to develop the Group’s wind power business and continue to explore potential investment and cooperation opportunities in the PRC.

IMPLICATIONS OF THE LISTING RULES

The formation of the Joint Ventures

The Group entered into the JV Contract 1, the JV Contract 2 and the Framework Agreement within a 12-month period. The formation of the Joint Ventures in aggregate, constitute a discloseable transaction for the Company as certain relevant percentage ratios in respect of the transactions exceed 5% but are less than 25%.

Liaoning Energy is a substantial shareholder of JV1, a non wholly-owned subsidiary of the Company, and thus is a connected person of the Company. The proposed formation of the JV2 and the New Joint Ventures constitute connected transactions for the Company as defined under Rule 14A.13 of the Listing Rules. As certain percentage ratios in respect of the formation of the JV2 and the New Joint Ventures exceed 2.5% and the total relevant commitment of the Group is more than HK$10,000,000, the formation of the JV2 and the New Joint Ventures are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Guarantees and Counter Indemnities

The possible grant of Guarantees by Liaoning Energy (a connected person of the Company) to the Group (including JV1, JV2, JV3, JV4), in conjunction with the possible grant of Counter Indemnities by the Group to Liaoning Energy in respect of the Guarantees with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security for the Counter Indemnities will constitute non-exempt connected transactions for the Company under Rule 14A of the Listing Rules and are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

— 14 —

LETTER FROM THE BOARD

Based on the maximum amount of the Counter Indemnities with the pledge of the Group’s equity interests in the Joint Ventures as security that may be provided by the Group to Liaoning Energy under the Framework Agreement, as certain relevant percentage ratios exceed 25%, the Counter Indemnities with the pledge of the Group’s equity interests in the Joint Ventures as security will also constitute a major transaction for the Company under the Listing Rules.

The Services

The Joint Ventures are associates of Liaoning Energy under the Listing Rules and are connected persons of the Company. As the Caps for the Services for each of the three financial years ending 31 March 2012 exceed HK$10 million and the relevant percentage ratios are greater than 2.5%, the provision of the Services by the Group to Liaoning Energy and its associates (including the Joint Ventures) shall constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

No Shareholder is required to abstain from voting at the SGM for approving the proposed formation of the JV2, the New Joint Ventures, the Guarantees, the Counter Indemnities and the Services.

An independent board committee, consisting of all the independent non-executive Directors, namely Mr. Ho Tak Man, Billy, Mr. Yap Fat Suan, Henry and Dr. Wong Yau Kar, David, has been established to consider the formation of JV2 pursuant to the JV Contract 2, and the formation of New Joint Ventures, the Guarantees, the Counter Indemnities and the Services (including the Caps) pursuant to the Framework Agrement, and to provide recommendations to the Independent Shareholders in this regard.

SPECIAL GENERAL MEETING

Set out on pages 48 to 51 of this circular is a notice convening the SGM to be held at 10:00 a.m. on 11 June 2009, Thursday, at Unit 3901, Fast East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong. The SGM will be held for the purpose of considering and, if thought fit, approving the formation of JV2 pursuant to the JV Contract 2, the formation of the New Joint Ventures, the possible grant of the Guarantees by Liaoning Energy to the Joint Ventures, in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures as security, and the prospective provision of the Services (including the Caps) by the Group to Liaoning Energy and its associates (including the Joint Ventures) pursuant to the Framework Agreement. A form of proxy for use at the SGM is enclosed herewith. Whether or not you are able to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar

— 15 —

LETTER FROM THE BOARD

and transfer office in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so desire.

RECOMMENDATION

The Directors consider that (1) the terms of the JV Contract 2 and the Framework Agreement are on normal commercial terms, fair and reasonable; (2) the entering into of the JV Contract 2 in relation to the formation of JV2, and the Framework Agreement (including (i) the formation of the New Joint Ventures; (ii) the possible grant of the Guarantees by Liaoning Energy to the Group, in conjunction with the possible grant of Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security; and (iii) the continuing connected transactions with respect to the Services to be provided by the Group to Liaoning Energy and its associates (including the Joint Ventures)) are in the interests of the Company and the Shareholders as a whole; (3) the provision of the Services is in the ordinary and usual course of business of the Group; and (4) the proposed Caps for the provision of the Services are fair and reasonable. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the SGM.

Your attention is drawn to the letter from the independent board committee set out on pages 17 to 18 and the letter from Somerley set out on pages 19 to 34.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out elsewhere in this circular and in the appendices to it.

Yours faithfully, For and on behalf of

China WindPower Group Limited Liu Shunxing

Chief Executive Officer

— 16 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [191 x 93] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

26 May 2009

To the Independent Shareholders

Dear Sir or Madam,

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION AND

PROVISION OF SERVICES BY THE GROUP — CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company dated 26 May 2009 (the “ Circular ”) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members of the independent board committee to advise you (i) whether the formation of JV2 pursuant to the JV Contract 2 and the formation of the New Joint Ventures, the possible grant of the Guarantees by Liaoning Energy to the Joint Ventures, in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures as security and the prospective provision of the Services (including the Caps) by the Group to Liaoning Energy and its associates (including the Joint Ventures) pursuant to the Framework Agreement are on normal commercial terms, and fair and reasonable so far as the Independent Shareholders are concerned and whether the above transactions are in the interests of the Company and the Shareholders as a whole, and (ii) to recommend you whether to vote for or against the resolutions regarding the JV Contract 2 and the Framework Agreement at the SGM.

for identification purpose only

— 17 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Somerley Limited has been appointed as the independent financial adviser to advise the independent board committee and the Independent Shareholders in this regard. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, is set out on pages 19 to 34 of the Circular.

Your attention is also drawn to the letter from the Board set out on pages 5 to 16 of the Circular and the additional information set out in the appendices of the Circular.

Having considered the terms of the JV Contract 2 and the Framework Agreement and the advice of Somerley Limited, we are of the opinion that (1) the terms of the JV Contract 2 and the Framework Agreement are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned; (2) the entering into of the JV Contract 2 in relation to the formation of JV2, and the Framework Agreement (including (i) the formation of the New Joint Ventures; (ii) the possible grant of the Guarantees by Liaoning Energy to the Group, in conjunction with the possible grant of Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security; and (iii) the continuing connected transactions with respect to the Services to be provided by the Group to Liaoning Energy and its associates (including the Joint Ventures)) are in the interests of the Company and the Shareholders as a whole; (3) the provision of the Services is in the ordinary and usual course of business of the Group; and (4) the proposed Caps for the provision of the Services are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the SGM to approve resolutions regarding the transactions contemplated under the JV Contract 2 and the Framework Agreement.

Yours faithfully, Independent Board Committee of

China WindPower Group Limited

Mr. Ho Tak Man, Billy Mr. Yap Fat Suan, Henry Dr. Wong Yau Kar, David Independent Independent Independent non-executive Director non-executive Director non-executive Director

— 18 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

The following is the letter of advice from the independent financial adviser, Somerley Limited, to the independent board committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY LIMITED

10th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong

26 May 2009

To: the independent board committee and the Independent Shareholders

Dear Sirs,

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION

AND

PROVISION OF SERVICES BY THE GROUP – CONTINUING CONNECTED TRANSACTIONS

We refer to our appointment as independent financial adviser to advise the independent board committee and the Independent Shareholders in connection with (a) JV Contract 2 entered into between Century Concord WP (an indirect wholly-owned subsidiary of the Company) and Liaoning Energy on 10 April 2009 relating to the proposed establishment of JV2; and (b) the Framework Agreement entered into between the Company and Liaoning Energy on 5 May 2009 in connection with, among other things, the proposed formation of the New Joint Ventures, the possible grant of the Guarantees by Liaoning Energy to the Joint Ventures in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures as security, and the prospective provision of the Services by the Group to the Joint Ventures. Details of JV Contract 2 and the Framework Agreement are set out in the letter from the Board contained in the circular of the Company to the Shareholders dated 26 May 2009 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

— 19 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

On 6 February 2009, Century Concord WP and Liaoning Energy established JV1 pursuant to JV Contract 1. We are informed by the Company that JV1 is owned as to 60% by the Group, with the remaining 40% equity interest in JV1 held by Liaoning Energy as at the Latest Practicable Date. The Group entered into JV Contract 1, JV Contract 2 and the Framework Agreement within a 12-month period. The formation of the Joint Ventures, in aggregate, constitutes a discloseable transaction for the Company as certain relevant percentage ratios in respect of the formation of the Joint Ventures exceed 5% but are less than 25%. Liaoning Energy is a substantial shareholder of JV1 (a non wholly-owned subsidiary of the Company). Therefore, Liaoning Energy is a connected person of the Company under the Listing Rules and the formation of JV2 and the New Joint Ventures constitute connected transactions for the Company. The possible grant of the Guarantees by Liaoning Energy to the Group in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy will constitute non-exempt connected transactions for the Company under the Listing Rules. The Counter Indemnities with the pledge of the Group’s equity interests in the Joint Ventures as security will also constitute a major transaction for the Company under the Listing Rules. The provision of Services for each of the three financial years ending 31 March 2012 by the Group to Liaoning Energy and its associates (including the Joint Ventures) shall constitute non-exempt continuing connected transactions for the Company under the Listing Rules. Accordingly, the above transactions are subject to the Independent Shareholders’ approval requirements in addition to the reporting and announcement requirements as stipulated under the Listing Rules. In this connection, the Company will seek the Independent Shareholders’ approval for the transactions contemplated under JV Contract 2 and the Framework Agreement (including the formation of the New Joint Ventures, the provision of the Services and the possible grant of the Guarantees by Liaoning Energy to the Group in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy) at the SGM.

The independent board committee, comprising all of the three independent non-executive Directors, namely Mr. Ho Tak Man, Billy, Mr. Yap Fat Suan, Henry and Dr. Wong Yau Kar, David, has been established to consider and make a recommendation to the Independent Shareholders on whether (1) the terms of JV Contract 2 and the Framework Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (2) the entering into of JV Contract 2 and the Framework Agreement (including (i) the formation of the New Joint Ventures; (ii) the possible grant of the Guarantees by Liaoning Energy to the Group in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with pledge of the Group’s equity interests in the Joint Ventures; and (iii) the continuing connected transactions with respect to the Services provided by the Group to Liaoning Energy and its associates) is in the interests of the Company and the Shareholders as a whole; and (3) the proposed Caps for the Services for the three financial years ending 31 March 2010, 2011 and 2012 are fair and reasonable so far as the Independent Shareholders are concerned. We, Somerley Limited, have been appointed to advise the independent board committee and the Independent Shareholders in this regard.

— 20 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

In formulating our opinion, we have relied on the information and facts supplied, and the opinions expressed, by the executive Directors and management of the Company and have assumed that the information and facts provided and opinions expressed to us are true, accurate and complete in all material aspects and will remain so up to the time of the SGM. We have also sought and received confirmation from the executive Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We have relied on such information and consider that the information we have received is sufficient for us to reach our advice and recommendation as set out in this letter and to justify our reliance on such information. We have no reason to believe that any material information has been withheld, nor doubt the truth or accuracy of the information provided. We have, however, not conducted any independent investigation into the business and affairs of the Group, nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In considering whether the terms of JV Contract 2, the Framework Agreement and the proposed Caps are fair and reasonable so far as the Independent Shareholders are concerned, we have taken into account the principal factors and reasons set out below:

A. JV Contract 2 and the Framework Agreement for formation of JV2 and the New Joint Ventures

1. Background to and reasons for JV Contract 2 and the Framework Agreement

The Group is principally engaged in the wind power business and industry, investing in various wind farm projects and providing wind power engineering and construction services in the PRC. The Group’s wind power businesses primarily involve (a) investment in wind power plants; (b) wind power engineering, procurement, construction and technical consultancy services and provision of power plant maintenance services; and (c) manufacturing of wind power equipment. For the six months ended 30 September 2008, revenue generated from wind power business accounted for approximately 85.7% of the Group’s unaudited consolidated operating revenue. The disposal of non-core business of Nam Pei Hong business was approved by independent shareholders on 27 April 2009. Following completion of the disposal, the Group will focus all its resources in the wind power business in the PRC and continue to explore potential wind power investment opportunities in the PRC.

As advised by the executive Directors, the prospects of wind power business in the PRC are promising because of the PRC government placing more emphasis on renewable energy alternatives and the RMB4 trillion economic stimulus plan which involves, among other things, investments in infrastructures and

— 21 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

strengthening environmental-related investment (including energy saving and emission reduction projects). We understand from the executive Directors that the Group has been establishing joint ventures with local partners, including municipal governments, state-owned enterprises and other experienced business partners, to develop wind farm projects in the PRC so as to supplement organic growth. The executive Directors inform us that substantial capital is required for developing the wind farm and facilities. Accordingly, the joint venture arrangement assists the Group to spread the capital risk and alleviate the pressure on cashflow. Moreover, the Group can leverage on expertise of joint venture partners to develop the business. We consider that the establishment of JV2 and the New Joint Ventures pursuant to JV Contract 2 and the Framework Agreement respectively with Liaoning Energy represents a further step of the Group to expand its wind power business and this is in line with the Group’s development strategy.

The executive Directors inform us that the abundant wind resource energy of the PRC is concentrated in several areas, mostly along the southeast coast and the northern part of the PRC. Liaoning province is located in the northeastern region of the PRC. Its wind strength and speed are strong and these are favourable in the development of wind energy. We understand from the executive Directors that electricity generated by power plants has to be sold to power grid companies for onward supply to ultimate users and on-grid tariff in Liaoning province is quite attractive as compared to other provinces. Accordingly, the executive Directors consider that it is in the interests of the Group to develop its wind power business in Liaoning province. Liaoning Energy is a state-owned enterprise in the PRC owned by the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government. Liaoning Energy was established in 1985 and is principally engaged in the development of power, high technology and energy saving projects, manufacturing and sale of related equipment and facilities in the PRC. As advised by the executive Directors, Liaoning Energy is one of the leading power companies in Liaoning province.

Since considerable amount has to be invested for a wind farm project, the Group, in general, funds part of the investment through bank or external borrowings by the joint venture company. Being a leading power company in Liaoning province and a state-owned enterprise, the executive Directors are of the view that the Group can leverage on Liaoning Energy’s established business relationship with PRC banks to fund the investment. Accordingly, the executive Directors consider Liaoning Energy a suitable partner for the Group’s wind farm project in Liaoning province.

— 22 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Prior to the entering into of JV Contract 2, on 6 February 2009, Century Concord WP and Liaoning Energy entered into JV Contract 1 for the establishment of JV1 to undertake wind farm projects. In addition, before the establishment of JV1 and JV2, the Group acquired a 25% interest in Changtu Liaoneng Xiexin Wind Power Co. Ltd.（昌圖遼能協鑫風力發電有限公司）with the remaining 75% interest held by Liaoning Energy. The executive Directors believe that the establishment of JV2 and the New Joint Ventures will further foster the Group’s relationship with Liaoning Energy.

2. Principal terms of JV Contract 2

(i) Shareholding structure of JV2

JV2 will be formed as a sino-foreign equity joint venture with limited liability, and owned as to 60% by the Group and as to 40% by Liaoning Energy. JV2 shall be a non-wholly owned subsidiary of the Group after its establishment.

(ii) Terms of JV2

JV2 shall have an initial term of 30 years commencing from the establishment date. Upon approval by Century Concord WP and Liaoning Energy, application can be made to relevant government authorities to extend the term.

(iii) Business scope of JV2

According to JV Contract 2, it is intended that JV2 will engage in development, construction, and operation of wind power electricity facilities, as well as provision of consultancy services, training, technical support, research and development and engineering services in relation to wind power projects. As advised by the executive Directors, JV2 is intended to undertake wind farm projects in the PRC with an initial target installed capacity of 50MW.

(iv) Registered capital and total investment of JV2

The total investment in JV2 shall be RMB498,836,000 (equivalent to approximately HK$563.68 million). Its registered capital amounts to RMB100 million (equivalent to approximately HK$113 million) and shall be contributed by the parties in cash based on their respective shareholding interests in JV2.

— 23 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Subject to the Company obtaining approval from the Independent Shareholders as required by the Listing Rules and approval from the Stateowned Assets Supervision and Administration Commission of Liaoning Provincial Government, each of Century Concord WP and Liaoning Energy shall contribute to the registered capital of JV2 pursuant to the following schedule:

(a) each of Century Concord WP and Liaoning Energy shall respectively contribute RMB18 million (equivalent to approximately HK$20.34 million) and RMB12 million (equivalent to approximately HK$13.56 million) within 90 days from the date of JV Contract 2; and
(b) each of Century Concord WP and Liaoning Energy shall respectively contribute RMB42 million (equivalent to approximately HK$47.46 million) and RMB28 million (equivalent to approximately HK$31.64 million) within 180 days from the grant of the business licence of JV2.

As advised by the executive Directors, the RMB60 million contribution will be funded by the Group’s internal resources and Century Concord WP does not have any further commitment to make any further capital contribution or provide funding to JV2 apart from the capital contribution of RMB60 million.

(v) Funding arrangement of JV2

The remaining of the total investment of JV2 of RMB398,836,000 (being the difference between the registered capital and the total investment amount) is intended to be raised by JV2 in the form of external debts.

Pursuant to JV Contract 2, each of Century Concord WP and Liaoning Energy agrees to pledge assets and rights to wind power income of JV2, and their respective shareholding interests in JV2 in favour of banks or other lenders as securities for repayment of external debts.

(vi) Profit and loss sharing

Pursuant to JV Contract 2, profits and risks of JV2 will be shared by Century Concord WP and Liaoning Energy on a pro-rata basis according to their respective shareholding interest in JV2 (i.e. 60% and 40% respectively).

— 24 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

(vii) Management of JV2

Shareholders of JV2 are entitled to nominate such number of board representatives in proportion to their respective shareholding interests in JV2. The board of JV2 shall comprise five directors. Accordingly Century Concord WP is allowed to nominate three directors while the remaining two will be nominated by Liaoning Energy. The chairman of the board of JV2 shall be nominated by Century Concord WP and the vice-chairman shall be nominated by Liaoning Energy. The quorum of board meeting requires two-thirds of directors (with the presence of at least a director nominated by each of Century Concord WP and Liaoning Energy) present in person or by proxy.

Usual business requires approval by a simple majority of the board. However, certain more important matters such as related party transactions, asset pledge or guarantee require the approval by more than two-thirds of all directors.

Any resolution proposed at general meeting of JV2 requires the approval of not less than two-thirds of all outstanding voting rights.

(viii) Transfer of interests of JV2

The transfer of the shareholding interests of JV2 is subject to terms and conditions of JV Contract 2, including prior consent of the other joint venture shareholder and right of first refusal.

(ix) Conditions precedent

Completion of JV Contract 2 is subject to (a) the Company obtaining approval from the Independent Shareholders in accordance with the Listing Rules; and (b) approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government with respect to JV Contract 2 and transactions contemplated thereunder.

The JV Contract 2 sets out the major terms which regulate the rights and obligations of the parties to JV2. We note that those terms are based on normal commercial terms and the economic risk and return are distributed among the joint venture partners on a pro-rata basis, which we consider fair and reasonable.

— 25 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

3. Principal terms of the Framework Agreement for formation of the New Joint Ventures

Pursuant to the Framework Agreement, the Company and Liaoning Energy agreed to establish five more joint ventures to undertake wind farm projects in the PRC. The Framework Agreement sets out the major terms for formation of the New Joint Ventures. A separate agreement will be entered into by the Group for formation of each New Joint Venture based on principal provisions as set out in the Framework Agreement. Moreover, the formation of each New Joint Venture will be subject to the terms and conditions of such agreement, the approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government and compliance with the Listing Rules requirements by the Company. If there is any material variation of the terms of the Framework Agreement in respect of the formation of the New Joint Ventures, the Company will comply with the relevant reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. The principal provisions are as follows:

(i) Shareholding structure of the New Joint Ventures

The New Joint Ventures (i.e. JV3, JV4, JV5, JV6 and JV7) will be formed and, JV3 and JV4 will be owned as to 60% by the Group and as to 40% by Liaoning Energy respectively, whereas JV5, JV6 and JV7 will be owned as to 25% by the Group and as to 75% by Liaoning Energy respectively.

Each of JV3 and JV4 shall be a non wholly-owned subsidiary of the Group after its establishment, and each of JV5, JV6 and JV7 shall be accounted for as an associate of the Company after its formation.

(ii) Term of the Framework Agreement

The Framework Agreement shall have a term up to 31 March 2012 from the effective date as set out in the Framework Agreement.

(iii) Business scope of the New Joint Ventures

Pursuant to the Framework Agreement, it is intended that each of the New Joint Ventures will undertake a wind farm project in the PRC with an initial target installed capacity of 50MW. JV5, JV6 and JV7 will undertake wind farm projects which Liaoning Energy owns the rights granted by the Fuxin City Government in the development of wind farm projects in certain regions in Fuxin, Liaoning province, the PRC. JV3 and JV4 will undertake wind farm projects which the Group owns the rights granted

— 26 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

by the Zhangwu County Government and Fuxin City Government in the development of wind farm projects in certain regions in Fuxin, Liaoning province, the PRC.

(iv) Registered capital and total investment of each of the New Joint Ventures

Subject to the approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government, total investment for the New Joint Ventures shall be up to RMB500 million (equivalent to approximately HK$565 million). For each of the New Joint Ventures, the registered capital amounts to RMB100 million (equivalent to approximately HK$113 million). The Group and Liaoning Energy shall contribute to the registered capital in cash based on their respective shareholding interests in the New Joint Ventures as follows:

(a) for JV3 and JV4, the Group and Liaoning Energy shall respectively contribute RMB60 million (equivalent to approximately HK$67.8 million) and RMB40 million (equivalent to approximately HK$45.2 million); and
(b) for JV5, JV6 and JV7, the Group and Liaoning Energy shall respectively contribute RMB25 million (equivalent to approximately HK$28.25 million) and RMB75 million (equivalent to approximately HK$84.75 million).

As advised by the executive Directors, the contributions to the New Joint Ventures will be funded by the Group’s internal resources and the Group does not have any further commitment to make any further capital contribution or provide funding to the New Joint Ventures.

(v) Funding arrangement of the New Joint Ventures

The remaining of the total investment of each of the New Joint Ventures of RMB400 million (being the difference between the registered capital and the total investment amount) is intended to be raised by each of the New Joint Ventures in the form of external debts.

(vi) Management of the New Joint Ventures

The Company and Liaoning Energy are entitled to nominate such number of board representatives in proportion to their respective shareholding interests in the New Joint Ventures. Each of JV3 and JV4 shall have five directors and accordingly, three will be nominated by the Company and

— 27 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

two will be nominated by Liaoning Energy. Each of JV5, JV6 and JV7 shall have five directors, of which two will be nominated by the Company and three will be nominated by Liaoning Energy.

(vii) Conditions precedent

The formation of the New Joint Ventures contemplated under the Framework Agreement is subject to approval by the Independent Shareholders in accordance with the Listing Rules and approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial Government.

The Framework Agreement sets out, among other things, the principal terms which regulate the rights and obligations of the parties to the New Joint Ventures. We are of the view that those terms are based on normal commercial terms and the economic risk and return are distributed among the joint venture partners on a pro-rata basis, which we consider fair and reasonable.

4. Financial effects of JV Contract 2 and the Framework Agreement in respect of formation of JV2 and the New Joint Ventures on the Group

(i) Net assets and earnings

As JV2, JV3 and JV4 will be non wholly-owned subsidiaries of the Company, their financial results, assets and liabilities will be consolidated into accounts of the Group after their establishment. JV5, JV6 and JV7 will be associates of the Company after their formation and the Group’s share of their financial results, assets and liabilities will be equity accounted for in consolidated accounts of the Group after their formation.

(ii) Cash flow

Based on the terms of JV Contract 2, the Group shall contribute RMB60 million as capital to JV2. Such sum is intended to be financed by internal resources of the Group and will be contributed to JV2 in accordance with the payment schedule as set out in the paragraph headed “Principal terms of JV Contract 2”. above Pursuant to the terms of the Framework Agreement, the Group shall contribute a total amount of RMB195 million as capital to the New Joint Ventures which is intended to be funded by the Group’s internal resources. Details of such contribution are set out in the paragraph headed “Principal terms of the Framework Agreement for formation of the New Joint Ventures” above. As set out in the paragraph headed “Working capital” contained in appendix I to the Circular, the

— 28 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Directors, after due and careful consideration, are of the opinion that after taking into account the internal resources available to the Group, the Group has sufficient working capital for its requirements for at least the next twelve months from the date of the Circular in the absence of unforeseeable circumstances. Accordingly, the executive Directors are of the view that the Group will have sufficient resources to fund the investment for JV2 and the New Joint Ventures.

B. Financial assistance

As set out in JV Contract 2 and the Framework Agreement, the remaining part of the total investment in the Joint Ventures is expected to be funded by external borrowings. As advised by the executive Directors, the Company is willing to provide guarantees in favour of PRC banks or lenders of the Joint Ventures in proportion of its shareholding interests in the Joint Ventures. However, PRC banks or lenders may not place much weight on guarantees provided by the Company because the Company has no credit facilities and prior business relationship with them. Based on past experience of the Company, PRC banks or lenders are likely to request the local joint venture partners to guarantee the entire amount of the Joint Ventures’ borrowings. Given that Liaoning Energy is a state-owned enterprise with good financial standing and business relationship with local banks, Liaoning Energy is chosen by the Group as a joint venture partner. Therefore, the executive Directors consider that it is likely that banks or lenders in PRC may require Liaoning Energy to guarantee the entire amount of funding advanced to the Joint Ventures.

Pursuant to the Framework Agreement, Liaoning Energy may provide guarantees up to a maximum amount of RMB400 million for each Joint Venture with respect to any external borrowings of the Joint Ventures. In return, the Company has agreed to provide the Counter Indemnities to Liaoning Energy in relation to any claim made against Liaoning Energy under the Guarantees. The indemnified amount provided by the Company under the Counter Indemnities shall be based on the proportion of its equity interest in the relevant Joint Venture(s). Accordingly, based on the maximum amount of the Guarantees which Liaoning Energy may provide, the maximum amount of the Counter Indemnities that may be provided by the Group to Liaoning Energy is RMB1,260 million.

In connection with any Counter Indemnity provided to Liaoning Energy, the Group will also pledge its equity interests in the relative Joint Ventures as security in favour of Liaoning Energy.

We are informed by the executive Directors that if the Company does not provide Liaoning Energy with the Counter Indemnities with the pledge of its equity interests in the relevant Joint Ventures, Liaoning Energy will not guarantee the entire amount

— 29 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

of bank borrowings and will limit its amount of guarantee to such amount of bank borrowings in proportion to Liaoning Energy’s equity interest in the relevant Joint Ventures. In this case, the executive Directors consider that the Group would have to extend shareholder’s loans in an aggregate maximum amount of RMB1,260 million (being the maximum amount of the Counter Indemnities) to the Joint Ventures and this will lock up substantial amount of cash resources of the Group. Moreover, the executive Directors expect that the Group would the required to finance part of these shareholder’s loans by external debts. Counter Indemnities with the pledge of equity interests in the Joint Ventures can avoid these two matters.

We are further informed by the executive Directors that after formation of the Joint Ventures, they will actively and closely monitor the financial position, business and daily operation of the Joint Ventures through the Group’s involvement in board and management level in order to avoid loan default so as to safeguard interests of the Shareholders.

Pursuant to the Framework Agreement, the maximum indemnified amount by the Group to Liaoning Energy is the maximum amount of the Guarantees provided by Liaoning Energy times the Group’s equity interest in the relevant Joint Venture(s).

On this basis, we are of the view that the possible grant of the Guarantees by Liaoning Energy in conjunction with the possible grant of the Counter Indemnities by the Company with pledge of its equity interests of the Joint Ventures in favour of Liaoning Energy is fair and reasonable, and is in the interests of the Company and Shareholders as a whole.

C. Continuing connected transactions

1. Reasons for and principal terms of the provision of the Services

The Joint Ventures are established to undertake wind farm projects in the PRC. As part of their business operations, the Joint Ventures will select suppliers and contractors to perform services for their wind farm construction, development and maintenance. Such selection process will be conducted through public tenders in accordance with the applicable laws and requirements in the PRC.

It is stated in the paragraph headed “Background to and reasons for JV Contract 2 and the Framework Agreement” above that the principal activities of the Group include, among other things, wind power engineering, procurement, construction and maintenance. The executive Directors intend to bid for the wind farm construction, development and maintenance work of the Joint Ventures because being a contractor and service provider, it is easier for the Group to monitor the quality and standard of wind farm facilities and to ensure their compliance with

— 30 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

the Group’s standard. The provision of the Services by the Group to JV5, JV6 and JV7 (all of which will be non wholly-owned subsidiaries of Liaoning Energy and 40%-owned associates of the Group) can enhance revenue base of the Group. It is also the intention of the executive Directors to bid for projects of other companies controlled by Liaoning Energy.

Accordingly, the Framework Agreement was entered into between the Company and Liaoning Energy to regulate the provision of the Services by the Group. Pursuant to the Framework Agreement, terms of the tenders for the Services will be determined by the Group taking into account of a number of factors including (a) the specifications of each wind farm construction plan; (b) the market prices of the wind farm equipment and facilities at the time; and (c) quotations made by the Group to independent third parties with respect to projects of similar kind.

Based on the fact that the selection of supplier by the Joint Ventures will be conducted through public tenders in compliance with PRC legislation and requirements, and that the Group may participate as bidders in such open process, we consider that the provision of the Services will be conducted on normal commercial terms. In light of the principal activities of the Group, we also consider that the provision of the Services is in the ordinary and usual course of business of the Group.

2. The Caps

The contract amount for provision of the Services is subject to the Caps. As set out in the Framework Agreement, the maximum aggregate amount of the Services (in terms of aggregate value of contracts to be entered into within the same financial year) which may be provided by the Group to Liaoning Energy and its associates (including the Joint Ventures) shall not exceed RMB431,800,000, RMB328,500,000 and RMB112,000,000 for each of the financial year ending 31 March 2010, 2011 and 2012 respectively.

In assessing the reasonableness of the proposed Caps, we have discussed with the executive Directors and management of the Company the basis for the proposed Caps. As advised by the executive Directors, the proposed Caps are determined principally by reference to, among other things, the development plan of wind farm projects of the Joint Ventures, the target installed capacity of wind farm projects to be carried out by the Joint Ventures, the prevailing service charges for the Services, the expected costs which may be incurred by the Group and the expected margin for provision of the Services. We are informed by the executive Directors that the Group engaged in two wind farm projects with installed capacity of 50MW in Liaoning province in the past and the executive Directors base on the past experience to estimate the contract sum for a typical

— 31 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

50MW wind farm project (including wind power facilities and wind tower tubes) of the Joint Ventures. After discussing with Liaoning Energy, the executive Directors conclude that four Joint Ventures will appoint suppliers for their wind farm projects through public tender for the year ending 31 March 2010 while the remaining three Joint Ventures will make such appointment during the year ending 31 March 2011. Since the contract sum for a typical 50MW wind farm project (including wind power facilities and wind tower tubes) contributes to a majority amount of the Caps for the two years ending 31 December 2010 and 2011, the Caps are in a decreasing trend.

In estimating the annual cap for the year ending 31 March 2010, the executive Directors also take into account (a) a potential contract with Changtu Liaoneng Xiexin Wind Power Co. Ltd. 昌圖遼能協鑫風力發電有限公司 (a joint venture owned as to 25% by the Group and 75% by Liaoning Energy) to install additional 15MW capacity for its wind farm; and (b) small amount of maintenance work. Accordingly, the proposed Cap for the year ending 31 March 2010 is RMB431.8 million.

With commencement of operation of wind farm of the Joint Ventures during the two years ending 31 March 2010 and 2011, the executive Directors consider that the Group may get more maintenance contract work from the Joint Ventures for the year ending 31 March 2011, representing an increase of approximately RMB20.7 million. The executive Directors anticipate that there will also be small amount of design work for the year ending 31 March 2011. Taking into account all these factors (including the potential contract sum for the wind farm construction and development mentioned above), the proposed Cap for the year ending 31 March 2011 is determined as RMB328.5 million. For the year ending 31 March 2012, the executive Directors expect that the Group may continue to provide the Services to companies controlled by Liaoning Energy. The executive Directors consider that the Group may bid for a wind farm project with target installed capacity of 50MW for companies controlled by Liaoning Energy and certain maintenance work of the Joint Ventures, the executive Directors propose the Cap of RMB112 million for the year ending 31 March 2012.

Having considered the basis on which the proposed Caps were determined as described above, we are of the view that the proposed Caps for the three financial years ending 31 March 2010, 2011 and 2012 are fair and reasonable.

— 32 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

3. Conditions of the continuing connected transactions

In compliance with the Listing Rules, the conduct of the continuing connected transactions in respect of provision of the Services is subject to a number of conditions which include, among other things:

(i) the proposed Caps for each of the three financial years ending 31 March 2010, 2011 and 2012 will not be exceeded;
(ii) the independent non-executive Directors must, in accordance with the Listing Rules, review annually the provision of the Services and confirm in the Company’s annual report and accounts that the provision of the Services has been entered into (a) in the ordinary and usual course of business of the Company; (b) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and (c) in accordance with the Framework Agreement governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;
(iii) the auditors of the Company will, in accordance with the Listing Rules, review annually the provision of the Services and they will confirm in a letter to the Board (a copy of which letter will be provided to the Stock Exchange at least ten business days prior to the bulk printing of the annual report of the Company) whether the provision of the Services:
(a) has received the approval of the Board;
(b) is in accordance with the pricing policies of the Group if the transactions involve provision of goods and services by the Group;
(c) has been entered into in accordance with the Framework Agreement governing the provision of the Services; and
(d) has not exceeded the relevant Caps;
(iv) the Company shall promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if it knows or has reason to believe that the independent non-executive Directors and/or the auditors will not be able to confirm the matters set out in the points (ii) and/or (iii) above respectively;

— 33 —

LETTER FROM INDEPENDENT FINANCIAL ADVISER

(v) the Company will allow, and procure that Liaoning Energy will allow, the auditors of the Company sufficient access to the relevant records of the provision of the Services for the purpose of the auditors’ review as referred to in point (iii) above. The Board must state in the annual report whether its auditors have confirmed the matters stated in Rule 14A.38 of the Listing Rules; and
(vi) the Company will comply with the applicable provisions of the Listing Rules governing connected transactions in the event that the total amount of the provision of the Services exceeds the proposed Caps, or that there is any material amendment to the terms of the Framework Agreement in respect of the Services.

In light of the conditions attached to the provision of the Services, in particular, (1) the restriction of the amount of the provision of the Services by way of the proposed Caps; (2) the ongoing review by the independent non-executive Directors and auditors of the Company regarding the terms of the provision of the Services; and (3) the continuing review by the auditors of the Company confirming the proposed Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the provision of the Services and safeguard the interests of Independent Shareholders.

OPINION

Having taken into account the above principal factors and reasons, we consider that (1) the terms of JV Contract 2 and the Framework Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (2) the entering into of JV Contract 2 and the Framework Agreement (including (i) the formation of the New Joint Ventures; (ii) the possible grant of the Guarantees by Liaoning Energy to the Group in conjunction with the possible grant of the Counter Indemnities by the Group to Liaoning Energy with pledge of the Group’s equity interests in the Joint Ventures; and (iii) the continuing connected transactions with respect to the Services provided by the Group to Liaoning Energy and its associates) are in the interests of the Company and the Shareholders as a whole; (3) the provision of the Services is in the ordinary and usual course of business of the Group; and (4) the proposed Caps for provision of the Services are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we advise the independent board committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM.

Yours faithfully, for and on behalf of SOMERLEY LIMITED M. N. Sabine Chairman

— 34 —

FINANCIAL INFORMATION

APPENDIX I

INDEBTEDNESS

Borrowings

As at the close of business on 31 March 2009, being the latest practicable date for the purpose of this statement of indebtedness, the Group had (i) an outstanding bank loan of approximately HK$7.4 million, (ii) finance lease payables for the Group’s office equipment of approximately HK$123,000, and (iii) convertible notes in issue of 1% coupon rate with an outstanding principal value of HK$31,700,000.

Contingent liabilities and pledge of assets

As at the close of business on 31 March 2009, the Group had, via its then whollyown subsidiary, CWP Development Limited (“CWPD”), entered into joint venture agreements with a joint venture partner in the PRC.

CWPD holds a 49% equity interest in a sino-foreign equity joint venture with limited liability in Zhangwu, Liaoning of the PRC under the name of “Fuxin Shenhua Xiehe Wind Power Ltd” （阜新申華協合風力發電有限公司） (“Fuxin Shenhua JV”). On 22 January 2009, Fuxin Shenhua JV obtained a loan amounting to RMB315 million from China Construction Bank. Pursuant to the joint venture agreement entered into between CWPD and the joint venture partner, CWPD was required to pledge its share of the equity interests in Fuxin Shenhua JV as security for the bank loan.

CWPD holds a 49% equity interest in another sino-foreign equity joint venture with limited liability in Zhangwu, Liaoning of the PRC under the name of “FuXin Union Wind Power Co., Ltd.” （阜新聯合風力發電有限公司） (“FuXin Union JV”).

On 20 January 2009, FuXin Union JV obtained a loan amounting to RMB310 million from China Construction Bank. Pursuant to the joint venture agreement entered into between CWPD and the joint venture partner, CWPD was required to pledge its share of the equity interests in FuXin Union JV as security for the bank loan.

As at the close of business on 31 March 2009, the Group had not pledged any share of the equity interests in Fuxin Shenhua JV and FuXin Union JV as security for the bank loans.

As at the close of business on 31 March 2009, the Group had, via its wholly-own subsidiary, Top Well Holdings Limited (“Top Well”), entered into a joint venture agreement with a joint venture partner in the PRC.

— 35 —

FINANCIAL INFORMATION

APPENDIX I

Top Well holds a 49% equity interest in a sino-foreign equity joint venture with limited liability in Jilin, the PRC, under the name of “Jilin CWP-milestone Wind Power Co,. Ltd.”（吉林里程協合風力發電有限公司）(the “Jilin JV”). Pursuant to a loan agreement dated 27 March 2009, the Jilin JV obtained a loan amounting to RMB220 million from Agricultural Bank of China. Pursuant to the joint venture agreement entered into between Top Well and the joint venture partner, Top Well was required to pledge its share of the equity interests in Jilin JV as security for the bank loan. As at the close of business on 31 March 2009, Top Well had pledged its share of the equity interests in Jilin JV as security for the bank loan.

3.

As at the close of business on 31 March 2009, the Group had, via its wholly-own subsidiary, Top Well, entered into a joint venture agreement with a joint venture partner in the PRC.

Top Well holds a 49% equity interest in a sino-foreign equity joint venture with limited liability in Jilin, the PRC, under the name of “Jilin Taihe Wind Power Co., Ltd.”（吉林泰合風力發電有限公司）(the “Jilin Taihe JV”). Pursuant to a loan agreement dated 30 March 2009, the Jilin Taihe JV obtained a loan facility amounting to RMB349.3 million from China Construction Bank. Pursuant to the joint venture agreement entered into between Top Well and the joint venture partner, Top Well was required to pledge its share of the equity interests in Jilin Taihe JV as security for the bank loan. As at the close of business on 31 March 2009, Top Well had pledged its share of the equity interests in Jilin Taihe JV as security for the bank loan.

As at the close of business on 31 March 2009, the Group had, via its wholly-own subsidiary, CWP Holdings Limited (“CWP Holdings”), entered into joint venture agreement with a joint venture partner.

CWP Holdings holds a 49% equity interest in a sino-foreign equity joint venture with limited liability in Jilin, the PRC, under the name of “Tongliao Taihe Wind Power Co., Ltd.”（通遼泰合風力發電有限公司）(the “Tongliao JV”). Pursuant to a loan agreement dated 27 March 2009, the Tongliao JV obtained a loan amounting to RMB150 million from Bank of China. Pursuant to the joint venture agreement entered into between CWP Holdings and the joint venture partner, CWP Holdings was required to pledge its share of the equity interests in Tongliao JV as security for the bank loan. As at the close of business on 31 March 2009, CWP Holdings had pledged its share of the equity interests in Tongliao JV as security for the bank loan.

— 36 —

FINANCIAL INFORMATION

APPENDIX I

Disclaimers

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any other debt securities, outstanding loan capital issued or agreed to be issued, loans or other indebtedness, bank overdrafts, liabilities under acceptances (other than normal trade bills), debentures, mortgages, charges, acceptance credits, hire purchase commitments, guarantees or other material contingent liabilities as at the close of business on 31 March 2009.

WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that after taking into account the internal resources available to the Group, the Group has sufficient working capital for its requirements for at least the next twelve months from the date of this circular in the absence of unforeseeable circumstances.

NO MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2008, the date to which the latest published audited financial statements of the Group were made up.

— 37 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief executives’ interests and/or short positions in the Shares, underlying Shares and debentures of the Company or any associated corporation

As at the Latest Practicable Date, the following Directors had interests in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which are required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange:

(a) Long positions in the Shares:

Number of Shares held

					Approximate
					percentage
					of the total
	Personal	Family	Corporate		issued shares
Name of Director	interests	interests	interests	Total	capital
					(%)
Mr. Ko Chun	—	—	2,000,000,000	2,000,000,000	31.98%
Shun, Johnson
(note)

Note:

Mr. Ko Chun Shun, Johnson (“Mr. Ko”) is deemed to be interested in the 2,000,000,000 Shares held by Gain Alpha Finance Limited (“Gain Alpha”). Gain Alpha is wholly-owned by Mr. Ko, who is the director of Gain Alpha.

— 38 —

GENERAL INFORMATION

APPENDIX II

(b) Long positions in underlying Shares of shares options of the Company:

			Number of
	Date of	Exercise	share
	grant of	price	options
Name of Directors	share options	per share	outstanding
		HK$
Ko Chun Shun, Johnson	6 April 2009	0.302	6,000,000
Liu Shunxing	1 April 2008	0.45	5,000,000
	6 April 2009	0.302	6,000,000
Wang Xun	1 April 2008	0.45	3,600,000
	6 April 2009	0.302	4,500,000
Yang Zhifeng	1 April 2008	0.45	3,600,000
	6 April 2009	0.302	4,500,000
Liu Jianhong	1 April 2008	0.45	3,600,000
	6 April 2009	0.302	4,500,000
Chan Kam Kwan, Jason	1 April 2008	0.45	1,000,000
	6 April 2009	0.302	1,200,000
Tsoi Tong Hoo, Tony	1 April 2008	0.45	1,200,000
	6 April 2009	0.302	3,000,000
Ho Tak Man, Billy	1 April 2008	0.45	800,000
	6 April 2009	0.302	800,000
Yap Fat Suan, Henry	1 April 2008	0.45	800,000
	6 April 2009	0.302	800,000
Dr. Wong Yau Kar, David	1 April 2008	0.45	800,000
	6 April 2009	0.302	800,000

— 39 —

GENERAL INFORMATION

APPENDIX II

These options were granted subject to the following vesting requirement:

On	1st anniversary of the date of grant	25%
On	2nd anniversary of the date of grant	25%
On	3rd anniversary of the date of grant	25%
On	4th anniversary of the date of grant	25%

The exercise period of these options shall be expired on the day before of 5th anniversary of the date of grant.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had or was deemed to have any interest or short position in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have such provisions of the SFO); or (ii) were required to be entered in the register maintained by the Company pursuant to section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in the Listing Rules.

(ii) Directors’ other interests

(a) As at the Latest Practicable Date, save for a sale and purchase agreement dated 5 March 2009 (the “S&P Agreement”) entered into by the Company and Mr. Ko Chun Shun, Johnson (the controlling Shareholder and the Chairman of the Company) pursuant to which Mr. Ko has acquired and the Company has sold the entire issued share capital of China Windpower Group Limited (a wholly-owned subsidiary of the Company) for an aggregate consideration of HK$34 million (details of which are disclosed in the announcement of the Company dated 6 March 2009 and circular of the Company dated 27 March 2009, and the transaction was approved at a special general meeting of the Company held on 27 April 2009) or otherwise stated in this circular, none of the Directors (1) had any direct or indirect interest in any assets which have been acquired, disposed of by or leased to, or which are proposed to be acquired, disposed of by or leased to, the Company or any of its subsidiaries since 31 March 2008, the date to which the latest published audited financial statements of the Group were made up and (2) was materially interested in any contract or arrangement entered into by any member of the Company subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

— 40 —

GENERAL INFORMATION

APPENDIX II

(b) As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in any company or business which competes or may compete, directly or indirectly, with the businesses of the Group.

(iii) Substantial Shareholders

As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiry by the Directors or chief executive of the Company, the following persons, not being a Director or chief executive of the Company, had interests and/or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who are, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

(a) Long positions in the Shares:

		Approximate
	Number of the	percentage of
	shares of the	the total issued
Name of Shareholder	Company held	share capital
		(%)
China Wind Power Investment	1,700,000,000	27.18%
Limited_(Note)_

(b) Long positions in the underlying Shares of the convertible notes of the Company:

		Number
	Amount of the	of the total
Name of the holder	convertible	underlying
of the convertible notes	notes	shares
	HK$
China Wind Power Investment	31,700,000	320,202,020
Limited_(Note)_

Note:

China Wind Power Investment Limited is an indirect wholly-owned subsidiary of Concord International Investment Limited.

— 41 —

GENERAL INFORMATION

APPENDIX II

As at the Latest Practicable Date, China Wind Power Investment Limited held (i) 1,700,000,000 Shares and (ii) HK$31,700,000 convertible notes which are convertible into 320,202,020 new Shares based on the prevailing conversion price of HK$0.099, subject to adjustment.

China Wind Power Investment Limited is wholly-owned by New Energy International Limited, which in turn is a wholly-owned subsidiary of Concord International Investment Limited (“Concord International”). Four executive Directors, namely Mr. Liu Shunxing, Mr. Wang Xun, Mr. Yang Zhifeng and Ms. Liu Jianhong held as to 65.135% of the issued shares of Concord International, and the above four Directors are directors of Concord International, New Energy International Limited and China Wind Power Investment Limited.

(c) As at the Latest Practicable Date, the following corporation (not being a member of the Group, a Director or the chief executive of the Company) was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the following member of the Group:

		Percentage of
		interest in the
Name of subsidiary	Name of shareholder	subsidiary
阜新巨龍湖風力發電	遼寧能源投資（集團）	40%
有限公司	有限責任公司

Note: 阜新巨龍湖風力發電有限公司 has been established jointly by Liaoning Energy and Century Concord WP (a wholly-owned subsidiary of the Company) pursuant to JV Contract 1, Century Concord WP and Liaoning Energy hold 60% and 40% equity interests in 阜新巨龍湖風力發電有限公司 respectively.

Save as disclosed herein, as at the Latest Practicable Date, no person had any interests and/or short positions in the Shares or underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who are, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

— 42 —

GENERAL INFORMATION

APPENDIX II

3. MATERIAL CONTRACTS

The following contracts, including contracts not in the ordinary course of business, were entered into by the Group within the two years preceding the date of this circular and are or may be material:

(a) The subscription agreement dated 22 May 2007 entered into between the Company and Gain Alpha Finance Limited (“Gain Alpha”) under which Gain Alpha subscribed for and the Company issued 800,000,000 Shares at HK$0.5 each. The net proceeds of such subscription were approximately HK$387 million.
(b) On 6 June 2007, Century Concord Energy Investment Limited (a jointly controlled entity of the Company as at the Latest Practicable Date) and Shanghai Shenhua Holdings Co., Ltd (“Shanghai Shenhua”) entered into (i) a framework agreement to establish joint venture companies to develop wind farm projects in the PRC and (ii) a joint venture contract to jointly establish a joint venture at 太仆寺旗 in Inner Mongolia Autonomous Region, the PRC to undertake one of the wind farm projects under the framework agreement. The total investments in the joint venture shall be RMB397 million. The registered capital of the joint venture shall be RMB136 million, of which RMB68 million shall be contributed by Century Concord Energy Investment Limited.
(c) On 6 July 2007, CWP Development Limited and 深圳市經華馳科技投資有限公司 entered into a joint venture contract to jointly establish a joint venture at Fuxin, Liaoning province, the PRC to undertake wind farm projects in the PRC. The total investments in the joint venture shall be RMB450 million. The registered capital of the joint venture shall be RMB150 million, of which RMB75 million shall be contributed by CWP Development Limited.
(d) On 6 July 2007, Top Well Holdings Limited (a wholly-owned subsidiary of the Company as at the Latest Practicable Date) and 北京磐谷創業投資有限責任公司 entered into a joint venture contract to jointly establish a joint venture at Baicheng City, Jilin province, the PRC to undertake wind farm projects in the PRC. The total investments in the joint venture shall be RMB450 million. The registered capital of the joint venture shall be RMB150 million, of which RMB75 million shall be contributed by Top Well Holdings Limited.
(e) The subscription agreement dated 30 July 2007 entered into between the Company and Gain Alpha under which Gain Alpha subscribed for and the Company issued 460,000,000 Shares at HK$1.20 each. The net proceeds of such subscription amounted to approximately HK$536 million.

— 43 —

GENERAL INFORMATION

APPENDIX II

(f) On 31 July 2007, CWP Investment Limited (a wholly-owned subsidiary of the Company as at the Latest Practicable Date) and Beijing Mainstreets Investment Group Corporation entered into a joint venture contract to jointly establish a joint venture at Inner Mongolia Autonomous Region, the PRC to undertake wind farm projects in the PRC. The total investments in the joint venture shall be RMB230 million. The registered capital of the joint venture shall be RMB76 million, of which RMB37.24 million shall be contributed by CWP Investment Limited.
(g) On 28 November 2007, Top Well Holdings Limited (a wholly-owned subsidiary of the Company as at the Latest Practicable Date) and Tianjin DH Power Investment Limited entered into a joint venture contract to jointly establish a joint venture at Zhenlai, Jilin, the PRC to undertake wind farm projects in the area. The total investments in the joint venture shall be RMB450 million. The registered capital of the joint venture shall be RMB150 million, of which RMB73.5 million shall be contributed by Top Well Holdings Limited.
(h) On 19 December 2007, Century Concord Energy Investment Limited and Shanghai Shenhua entered into a supplemental agreement to the agreement entered into by the parties on 6 June 2007, pursuant to which Century Concord Energy Investment Limited and Shanghai Shenhua shall hold 49% and 51% of the equity interests in The Inner Mongolia Centuryconcord-Shenhua Wind Power Investment Limited (the “JV”), and the capital contribution to the JV by Century Concord Energy Investment Limited is reduced to RMB66.64 million.
(i) On 24 December 2007, CWP Holdings Limited and Tianjin DH Power Investment Limited entered into a joint venture contract to jointly establish a joint venture at Zhaluteqi, Tongliao Shi, Inner Mongolia of the PRC to undertake wind farm projects in the area. The total investments in the joint venture shall be RMB450 million. The registered capital of the joint venture shall be RMB150 million, of which RMB73.5 million shall be contributed by CWP Holdings Limited.
(j) On 9 January 2008, CWP Development Limited and Shanghai Shenhua entered into a joint venture contract to jointly establish a joint venture at Zhangwu, Liaoning of the PRC to undertake wind farm projects in the area. The total investments in the joint venture shall shall be HK$500 million. The registered capital of the joint venture shall be HK$168 million, of which HK$82.32 million shall be contributed by CWP Development Limited.
(k) On 16 March 2009, the Company and China Wind Power Holdings Limited (“CWPH”, a wholly-owned subsidiary of the Company) entered into a sale and purchase agreement with CLP Power China (Northeast) Limited (“CLP”, a indirect wholly-owned subsidiary of CLP Holdings Limited) (and the Company being the guarantor to such sale and purchase agreement), pursuant to which

— 44 —

GENERAL INFORMATION

APPENDIX II

CWPH shall dispose of its 50% equity interest in a company (the “CLP JV”) which indirectly owned a 49% interest in each of the two wind farm projects company in the PRC to CLP at a consideration of HK$101,300,504 (subject to possible adjustment).

(l) On 16 March 2009, CWPH, CLP and the CLP JV entered into a shareholders agreement to set out the understanding reached between CWPH and CLP in respect of certain management and governance matters of the CLP JV and the respective rights and obligations of the two parties in the CLP JV.
(m) A sale and purchase agreement dated 5 March 2009 entered into by the Company and Mr. Ko Chun Shun, Johnson (the controlling Shareholder and the Chairman of the Company) pursuant to which Mr. Ko has acquired and the Company has sold the entire issued share capital of China Windpower Group Limited (a wholly-owned subsidiary of the Company) for an aggregate consideration of HK$34 million.
(n) The JV Contract 1.
(o) The JV Contract 2.
(p) The Framework Agreement.

4. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance had known to the Directors to be pending or threatened by or against any member of the Group.

5. EXPERT AND CONSENT

The following is the qualification of the expert who has been named in this circular or has given opinion or advice which is contained in this circular:

Name Qualifications Somerley Limited a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

— 45 —

GENERAL INFORMATION

APPENDIX II

Somerley has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter or references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, Somerley did not have any shareholding, directly or indirectly, in any member of the Group or any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Somerley did not have any direct or indirect interests in any assets which have been, since 31 March 2008 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)).

7. SECRETARY OF THE COMPANY

The secretary of the Company is Mr. Chan Kam Kwan, Jason. Mr. Chan is also an executive Director. Mr. Chan graduated from the University of British Columbia with a Bachelor of Commerce degree and is a member of the American Institute of Certified Public Accountants.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong from the date of this circular up to and including the date of the SGM:

(a) this circular;
(b) the JV Contract 1;
(c) the JV Contract 2;
(d) the Framework Agreement;

— 46 —

GENERAL INFORMATION

APPENDIX II

(e) a sale and purchase agreement dated 5 March 2009 entered into by the Company and Mr. Ko Chun Shun, Johnson (the controlling Shareholder and the Chairman of the Company) pursuant to which Mr. Ko has acquired and the Company has sold the entire issued share capital of China Windpower Group Limited (a wholly-owned subsidiary of the Company) for an aggregate consideration of HK$34 million (the “Disposal”) which constituted a major and connected transaction of the Company;
(f) a circular of the Company dated 27 March 2009 in relation to the Disposal;
(g) the Company’s memorandum of association and bye-laws;
(h) the material contracts referred to in the section headed “Material Contracts” to in this appendix;
(i) the letter from the independent board committee, the text of which is set out on pages 17 to 18 of this circular;
(j) the letter from Somerley Limited, the text of which is set out on pages 19 to 34 of this circular;
(k) the written consent of Somerley Limited referred to in this appendix; and
(l) the annual reports of the Company for the three years ended 31 March 2008 and the interim report of the Company for the six months ended 30 September 2008.

9. MISCELLANEOUS

The correspondence address of the Directors is at Unit 3901, 39/F, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong;
The principal place of business in Hong Kong and correspondence address of the Company is at Unit 3901, 39/F, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong;
The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda;
The Hong Kong branch share registrar and transfer office of the Company is Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong; and
The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

— 47 —

NOTICE OF SPECIAL GENERAL MEETING

==> picture [191 x 93] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China WindPower Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at 10:00 a.m. on 11 June 2009, Thursday, at Unit 3901, Fast East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT:
(a) the contract dated 10 April 2009 (the “ JV Contract ”) entered into by 協合風電投資有限公司 (Century Concord Wind Power Investment Ltd.), a wholly-owned subsidiary of the Company, and 遼寧能源投資（集團）有限責任公司 (“ Liaoning Energy ”), pursuant to which 協合風電投資有限公司 and Liaoning Energy shall jointly establish the joint venture 阜新千佛山風力發電有限責任公司 at Zhangwu, Fuxin, Liaoning province, the PRC, as described in the circular of the Company dated 26 May 2009 (the “ Circular ”) (copies of the JV Contract and the Circular having been produced to the meeting marked “ A ” and “ B ” respectively and initiated for the purposes of identification by the chairman of the meeting) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) any one director of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorised representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the JV Contract.”
for identification purpose only

— 48 —

NOTICE OF SPECIAL GENERAL MEETING

2. “ THAT:

(a) the formation of five joint ventures (the “ New Joint Ventures ”) in Fuxin, Liaoning province, the PRC jointly by Liaoning Energy and the Group pursuant to the framework agreement dated 5 May 2009 entered into by the Company and Liaoning Energy (the “ Framework Agreement ”) as described in the Circular (a copy of the Framework Agreement having been produced to the meeting marked “ C ” and initiated for the purposes of identification by the chairman of the meeting) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) any one director of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorised representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Framework Agreement in relation to the formation of the New Joint Ventures.”
“ THAT:
(a) the possible grant of the guarantees by Liaoning Energy in respect of the external borrowings of the joint ventures (the “ Joint Ventures ”) jointly established/to be jointly established by the Group and Liaoning Energy and the possible grant of the counter indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security (the “ Guarantees and Counter Indemnities ”) pursuant to the Framework Agreement as described in the Circular and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) any one director of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorised representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Framework Agreement in relation to the Guarantees and Counter Indemnities.”

— 49 —

NOTICE OF SPECIAL GENERAL MEETING

4. “ THAT:

(a) the prospective provision of services (including wind power engineering, procurement and construction, manufacturing of wind tower tubes, wind power facilities design and maintenance) by the Group to Liaoning Energy and its associates (including the Joint Ventures) (the “ Provision of Services ”) pursuant to the Framework Agreement as described in the Circular and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) the proposed annual caps (the “ Caps ”) in relation to the Provision of Services for each of the three financial years ending 31 March 2010, 31 March 2011 and 31 March 2012 pursuant to the Framework Agreement as described in the Circular be and are hereby approved; and
(c) any one director of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorised representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Framework Agreement in relation to the Provision of Services and the Caps.”

By order of the Board Chan Kam Kwan, Jason Company Secretary

Hong Kong, 26 May 2009

— 50 —

NOTICE OF SPECIAL GENERAL MEETING

Head office and principal place of business in Hong Kong:

Unit 3901 Far East Finance Center 16 Harcourt Road Admiralty Hong Kong

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:

Mr. Ko Chun Shun, Johnson (Chairman) Mr. Liu Shunxing (Chief Executive Officer) Mr. Wang Xun Mr. Yang Zhifeng Ms. Liu Jianhong Mr. Chan Kam Kwan, Jason

Non-executive Director: Mr. Tsoi Tong Hoo, Tony

Independent non-executive Directors: Mr. Ho Tak Man, Billy Mr. Yap Fat Suan, Henry Dr. Wong Yau Kar, David

Notes:

Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of that member. A proxy need not be a shareholder of the Company.
In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority, must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Such prescribed form of proxy for use at the special general meeting is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

— 51 —

AI assistant

Bloks Group Limited — Proxy Solicitation & Information Statement 2009

49127_rns_2009-05-25_a31a7056-bce6-4014-9ded-fb8ef37dcb75.pdf

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

(Stock Code: 182)

AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

I. FORMATION OF JV2

Name of JV2

阜新千佛山風力發電有限責任公司

The joint venture parties

Registered capital and total investment of JV2

Scope of business of JV2

Term of JV2

Board composition of JV2

General meetings of JV2

II. THE FRAMEWORK AGREEMENT

1. Formation of New Joint Ventures

Registered capital and total investment of each of the New Joint Ventures

Scope of business the New Joint Ventures

Board composition of the New Joint Ventures

2. Guarantees of Liaoning Energy and Counter Indemnities of the Group

3. The Services

Provision of the Services by the Group to the Joint Ventures

Annual caps

Term of the Framework Agreement

REASONS FOR THE ESTABLISHMENT OF JV2, NEW JOINT VENTURES AND THE ENTERING INTO OF THE FRAMEWORK AGREEMENT

INFORMATION ON LIAONING ENERGY

FINANCIAL EFFECT OF THE COUNTER INDEMNITIES ON THE GROUP

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

LETTER FROM THE BOARD

IMPLICATIONS OF THE LISTING RULES

The formation of the Joint Ventures

Guarantees and Counter Indemnities

LETTER FROM THE BOARD

The Services

SPECIAL GENERAL MEETING

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

(Incorporated in Bermuda with limited liability)

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION AND

China WindPower Group Limited

SOMERLEY LIMITED

FORMATION OF JOINT VENTURES — DISCLOSEABLE AND CONNECTED TRANSACTIONS POSSIBLE GRANT OF GUARANTEES BY LIAONING ENERGY — CONNECTED TRANSACTION

POSSIBLE GRANT OF COUNTER INDEMNITIES BY THE GROUP — MAJOR AND CONNECTED TRANSACTION

AND

PROVISION OF SERVICES BY THE GROUP – CONTINUING CONNECTED TRANSACTIONS

PRINCIPAL FACTORS AND REASONS CONSIDERED

2. Principal terms of JV Contract 2

(i) Shareholding structure of JV2

3. Principal terms of the Framework Agreement for formation of the New Joint Ventures

(vii) Conditions precedent

4. Financial effects of JV Contract 2 and the Framework Agreement in respect of formation of JV2 and the New Joint Ventures on the Group

B. Financial assistance

C. Continuing connected transactions

1. Reasons for and principal terms of the provision of the Services

2. The Caps

3. Conditions of the continuing connected transactions

OPINION

INDEBTEDNESS

Borrowings

Contingent liabilities and pledge of assets

3.

Disclaimers

WORKING CAPITAL

NO MATERIAL ADVERSE CHANGE

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

Number of Shares held

(ii) Directors’ other interests

(iii) Substantial Shareholders

3. MATERIAL CONTRACTS

4. LITIGATION

5. EXPERT AND CONSENT

Bloks Group Limited Proxy Solicitation & Information Statement 2009