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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. AGM Information 2017

May 11, 2017

50446_rns_2017-05-11_8bba4299-c900-4a9f-8182-0f532ce351f5.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 2016 will be held at Conference Room, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Wednesday, 28 June 2017 for the purposes of considering and, if thought fit, approving the following matters:

AS SPECIAL RESOLUTIONS:

  1. To consider and approve the distribution of bonus shares and cash dividends from undistributed profits.

  2. To consider and approve the issue of bonds and asset-backed securities inside or outside of China.

  3. To consider and approve the proposed amendments to the articles of association of the Company.

AS ORDINARY RESOLUTIONS:

  1. To consider and approve the report of the board of directors of the Company (the “ Board ”) for the year of 2016.

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  1. To consider and approve the report of the supervisory committee of the Company for the year of 2016.

  2. To consider and approve the report of the auditors and audited consolidated financial statements of the Company for the year ended 31 December 2016.

  3. To consider and approve the annual report of the Company for the year of 2016.

  4. To consider and approve the proposed applications to banks by the Company for credit facilities with an aggregate principal amount of not more than RMB128.351 billion for the period from the date of passing of this resolution until the day of the annual general meeting of the Company held in the year of 2018, and authorize the legal representative or authorized agent appointed by the legal representative to sign any documents and do any acts for and on behalf of the Company necessary in relation thereto.

  5. To consider and approve the provision by the Company for the benefit of its whollyowned subsidiaries, controlling subsidiaries and certain associates of guarantees with a total amount of not more than RMB5 billion and a period from the date of passing of this resolution until the day of the annual general meeting of the Company held in the year of 2018.

  6. To consider and approve 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 annual general meeting of the Company to be held in the year of 2018, and authorize the chairman of the Board, Mr. Wu Gang, to sign any agreements and/or documents on behalf of the Company necessary in relation thereto.

  7. To consider and approve the Report on Use of Proceeds for the Year of 2016.

  8. To consider and approve the appointment of Ernst & Young Hua Ming LLP as the PRC auditor of the Company and Ernst & Young as the international auditor of the Company to hold office for one year, and authorize the Board to determine their remunerations, respectively.

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  1. To consider and approve the election of Ms. Xiao Hong as a supervisor of the Company.

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

Beijing, 12 May 2017

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. Zhao Guoqing, Mr. Feng Wei and Mr. Gao Jianjun; and the independent non-executive directors are Dr. Tin Yau Kelvin Wong, Mr. Yang Xiaosheng and Mr. Luo Zhenbang.

Notes:

  1. 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.

  2. The register of members of the Company will be closed from Sunday, 28 May 2017 to Wednesday, 28 June 2017 (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 Wednesday, 28 June 2017 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, 26 May 2017.

  3. For the purpose of ascertaining shareholders’ entitlement to the final dividends (including the cash dividend and bonus shares) for the year ended 31 December 2016, the Company’s H Share register of members will be closed from Wednesday, 5 July 2017 to Tuesday, 11 July 2017 (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 Tuesday, 11 July 2017 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 Tuesday 4 July 2017.

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  1. The instruments appointing a proxy must be in writing under the hand of a shareholder or duly authorized 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 authorized attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney or other authorization documents authorizing that attorney to sign must be notarized.

  2. The proxy form together with the power of attorney or other authorization 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 (i.e. 2:30 p.m. (Hong Kong time) on Tuesday, 27 June 2017) 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 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 Thursday, 8 June 2017 by hand, by post or by fax.

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

  5. No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC

  6. Telephone No.: +86 10-67511996

Facsimile No.: +86 10-67511985

  1. 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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