GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2016

Sep 2, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.[*] 新疆金風科技股份有限公司

(a joint stock limited liability company incorporated in the People’s Republic of China)

Stock Code: 02208

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) will be held at Conference Room of Level 1, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Friday, 21 October 2016 for the purposes of considering and, if thought fit, approving the following matters:

AS ORDINARY RESOLUTIONS:

1. To consider the Proposal Regarding the Investment in zPark Capital II by our Wholly Owned Subsidiary Goldwind USA, Inc.

   • 1. Basic Introduction of the Partner

Amino Capital (which includes zPark Capital) was established in 2012. Its office is in Silicon Valley, Palo Alto.

Amino Capital is a venture capital fund focused on early-stage high-tech companies. Since its establishment, it has invested in more than 80 start-ups in Silicon Valley, of which Chinese projects accounted for about half. All of the partners in the management team have specialized technological backgrounds, including the following: big data, semiconductor hardware, integrated circuits, and industrial design specialists as well as biomedical PHDs. Amino Capital, thus, has a keen eye and accurate foresight for investing in internet, digital security, wearable technology, artificial intelligence, as well as online-to-offline (O2O) projects.

• For identification purpose only

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• 1. Investment Information

  • a) Name of fund: zPark Capital II

  • b) Scope of Investment: Amino Capital mainly invests in markets in China, Japan and Asia-Pacific. The investments are focused on early innovators of technologies such as: data search, real networking, androids, drones, smart health hardware, company level cloud service, sharing economy, household security monitoring, Internet finance, supply chain, game entertainment, image recognition, corporate level sales management, network and mobile end security, digital medical platform, media advertising, e-commerce, localized translation platform, and genome big data.

• 1. Investment Plan

  • a) Subject of investment: Goldwind USA

  • b) Sum of investment: Not more than USD5 million (representing 10% of the fund’s scale)

  • c) Method of investment: Limited partnership; dual incubation and incomeoriented strategy, collaborative use of projects and investments, discussion on ways to make strategic investment

  • d) Profit from investment: After entering into the limited partnership, Goldwind USA will enjoy its share of investment income from projects previously invested by the fund and from projects subsequently invested by the fund.

Further details of the Proposal Regarding the Investment in zPark Capital II by our Wholly Owned Subsidiary Goldwind USA, Inc. are set out in the announcement dated 26 August 2016 published by the Company.

1. To consider the election of Dr. Tin Yau Kelvin Wong as an independent non-executive director of the Company, and to approve his remuneration of RMB200,000 per annum (before tax).

As announced by the Company on 26 August 2016, the board of directors of the Company (the “ Board ”) has proposed Dr. Tin Yau Kelvin Wong（黃天祐, “ Dr. Wong ”) to be elected as an independent non-executive director of the Company at the EGM.

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Dr. Wong, aged 56, obtained his MBA from Andrews University in Michigan, USA, and his Doctorate of Business Administration from The Hong Kong Polytechnic University. Dr. Wong previously served as an independent non-executive director of the Company from June 2011 to June 2016. Since 1996, Dr. Wong serves as an executive director and deputy managing director of COSCO Shipping Ports Limited, the securities of which are listed on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Dr. Wong currently serves as a non-executive director of the Hong Kong Securities and Futures Commission, member of the Financial Reporting Council, member of the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption, member of the board of Hong Kong Sports Institute Limited, council member of The Hong Kong Management Association, key member of the OECD/World Bank Asian Corporate Governance Roundtable, and council advisor of the Hong Kong Chinese Orchestra Limited. Dr. Wong was appointed as the Justice of the Peace by the government of Hong Kong Special Administrative Region in 2013.

Dr. Wong currently also serves as an independent non-executive director and chairman of the audit committee of China ZhengTong Auto Services Holdings Limited, as an independent non-executive director and chairman of the audit committee for I.T Limited, as an independent non-executive director and chairman of the audit committee and nomination committee for Huarong International Financial Holdings Limited, as an independent nonexecutive director and chairman of the nomination committee of Bank of Qingdao Co., Ltd., and as an independent non-executive director and chairman of the remuneration and assessment committee of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. The securities of each of the aforementioned companies are listed on the Stock Exchange and the securities of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. are also listed on Shanghai Stock Exchange.

As at the date of this notice, Dr. Wong does not have any interests in the Company’s securities within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management, or substantial shareholders of the Company other than disclosed above. Apart from the proposed appointments mentioned in the Company’s announcement on 26 August 2016, Dr. Wong does not hold any other position with the Company or any other member of the group of companies of which the Company forms a part. Save as disclosed above, Dr. Wong does not hold any directorship in other listed public companies in the three years preceding the date of this notice.

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Save as disclosed in this notice, there is no other information to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of shareholders in relation to the proposed appointment of Dr. Wong as an independent non-executive director of the Company.

Subject to the approval of shareholders of the Company at the EGM, the Company will enter into a service contract with Dr. Wong, for his service to the Company, stating, among other things, his annual remuneration and length of service. Dr. Wong shall be entitled to remuneration of RMB200,000 (before tax) per annum, as independent non-executive director, with a term of office beginning from the day following the date on which the relevant resolution is approved at the EGM until the expiry of the sixth session of the Board.

By order of the Board Xinjiang Goldwind Science & Technology Co., Ltd. MA Jinru Company Secretary

Beijing, 5 September 2016

As at the date of this notice, the executive directors of the Company are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; the non-executive directors are Mr. Yu Shengjun, Mr. Zhao Guoqing, and Mr. Fengwei; and the independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang and Mr. Christopher F. Lee.

Notes:

1. Each shareholder entitled to attend and vote at the EGM shall have the right to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy needs not be a shareholder or member of the Company. A proxy of a shareholder may vote on a poll. The shareholder shall have one vote for each share that they hold.

2. The register of members of the Company will be closed from Wednesday, 21 September 2016 to Friday, 21 October 2016 (both days inclusive) for the purpose of determining the shareholders entitled to attend the EGM. During the above mentioned period no share transfer will be registered. Holders of H Shares whose names appear on the register of members of the Company as at the close of business on Tuesday, 20 September 2016 are entitled to attend the EGM. In order to attend and vote at the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 20 September 2016.

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1. The instruments appointing a proxy must be in writing under the hand of a shareholder or duly authorised in writing by his/her attorney. If the shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorised attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney or other authorisation documents authorising that attorney to sign must be notarised.

2. The proxy form together with the power of attorney or other authorisation documents (if any) must be deposited at the Company’s Office of Secretary of the Board at the address as stated in Note 7 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited, at the address as stated in Note 2 above for holders of the H Shares not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should you so wish.

3. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the Company’s Office of Secretary of the Board at the address as stated in Note 7 below on or before 5:00 p.m. on Friday, 30 September 2016 by hand, by post or by fax.

4. The contact details of the Company’s Office of Secretary of the Board are as follows:

No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC Telephone No. : +86 10-67511996 Facsimile No. : +86 10-67511985

1. The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the meeting shall be responsible for their own transportation and accommodation expenses.

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