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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2016
May 11, 2016
50446_rns_2016-05-11_f85629f7-f4c4-4b4c-9118-4cc1f0960a33.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) for the year ended 31 December 2015 will be held at Conference Room of Level 1, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 10:30 a.m. on Tuesday, 28 June 2016 for the purposes of considering and, if thought fit, approving the following matters:
AS SPECIAL RESOLUTION:
- The proposed issue of debt financing instruments.
AS ORDINARY RESOLUTIONS:
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The report of the board of directors of the Company (the “ Board ”) for the year of 2015.
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The report of the supervisory committee of the Company (the “ Supervisory Committee ”) for the year of 2015.
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The report of the auditors and audited consolidated financial statements of the Company for the year ended 31 December 2015.
- For identification purpose only
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The final dividend distribution for the year ended 31 December 2015.
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The annual report of the Company for the year of 2015.
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The proposed applications to banks by the Company for credit facilities with an aggregate principal amount of not more than RMB130 billion for the period from the date of passing of this resolution until the day of the annual general meeting of the Company for the year of 2016 which will be held in the year of 2017 (“ AGM 2016 ”), and authorise Mr. Wu Gang to sign any documents and do any acts for and on behalf of the Company necessary in relation thereto.
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The provision of letter of guarantee by the Company for the benefit of its subsidiaries with a total amount of not more than RMB5 billion and a term not exceeding five years during the period from the date of passing of this resolution until the day of AGM 2016.
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The proposed provision of guarantees by the Company for its subsidiaries with a total amount of not more than RMB5 billion during the period from the date of passing of this resolution until the day of AGM 2016, and authorise the chairman of the Board, Mr. Wu Gang, to sign any agreements and/or documents on behalf of the Company necessary in relation thereto.
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The appointment of Ernst & Young Hua Ming LLP as the PRC auditors of the Company and Ernst & Young as the international auditors of the Company to hold office for one year, and authorise the Board to determine their remunerations, respectively.
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The proposed joint establishment of wind power industry fund with CIF (Beijing) Investment Fund Management Co., Ltd.
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The proposed participation in formation of asset management company and fund as limited partner in order to improve business of risk investment.
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The signing of cooperation agreement of risk sharing system regarding overseas wind power construction project with China Development Bank Co., Ltd.
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The proposed participation in establishing Tianrun Dongfang Clean Energy Fund (Limited Partnership) by Beijing Tianrun New Energy Investment Co., Ltd.
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The Report on Use of Proceeds for the Year of 2015 (A Share).
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The re-election/appointment of the following directors as directors of the Company (the “ Directors ”) for the sixth session of the Board:
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(a) Executive and non-executive Directors:
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(1) Mr. Wu Gang as an executive Director;
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(2) Mr. Wang Haibo as an executive Director;
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(3) Mr. Cao Zhigang as an executive Director;
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(4) Mr. Yu Shengjun as a non-executive Director;
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(5) Mr. Zhao Guoqing as a non-executive Director;
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(6) Mr. Feng Wei as a non-executive Director.
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(b) Independent non-executive Directors:
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(1) Mr. Yang Xiaosheng as an independent non-executive Director;
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(2) Mr. Luo Zhenbang as an independent non-executive Director;
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(3) Mr. Christopher F. Lee as an independent non-executive Director.
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The re-election of the following supervisors as supervisors of the Company (the “ Supervisors ”) for the sixth session of the Supervisory Committee:
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(a) Mr. Wang Mengqiu as a Supervisor;
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(b) Mr. Wang Shiwei as a Supervisor;
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(c) Mr. Luo Jun as a Supervisor.
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The remuneration of the Directors of the sixth session of the Board.
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The remuneration of the Supervisors of the sixth session of the Supervisory Committee.
By order of the Board
Xinjiang Goldwind Science & Technology Co., Ltd.
MA Jinru
Company Secretary
Beijing, 12 May 2016
As at the date of this announcement, the executive directors of the Company are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; the non-executive directors are Mr. Li Ying, Mr. Yu Shengjun and Mr. Zhao Guoqing; and the independent non-executive directors are Dr. Tin Yau Kelvin Wong, Mr. Yang Xiaosheng and Mr. Luo Zhenbang.
Notes:
- Each shareholder entitled to attend and vote at the AGM shall have the right to appoint one or more proxies to attend and vote on his/her/its behalf at the AGM. 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.
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The register of members of the Company will be closed from Sunday, 29 May 2016 to Tuesday, 28 June 2016 (both days inclusive) for the purpose of determining the shareholders entitled to attend the AGM. 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, 28 June 2016 are entitled to attend the AGM. In order to attend and vote at the AGM, 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 Friday, 27 May 2016.
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For the purpose of ascertaining shareholders’ entitlement to the final dividends for the year ended 31 December 2015, the Company’s H Share register of members will be closed from Tuesday, 5 July 2016 to Monday, 11 July 2016 (both days inclusive). 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 Monday, 11 July 2016 are entitled to the final dividends. In order to qualify for the final dividend, 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, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 4 July 2016.
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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.
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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 AGM 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.
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Shareholders who intend to attend the AGM 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 Wednesday, 8 June 2016 by hand, by post or by fax.
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- The contact details of the Company’s Office of Secretary of the Board are as follows:
No. 107 Shanghai Road, Economic & Technological Development District, Urumqi, Xinjiang, PRC
Telephone No.: +86 991-3767411
Facsimile No.: +86 991-3767411
- The AGM 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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