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

Jan 12, 2017

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 FEBRUARY 2017

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) will be held at the Conference Room on Level 3, No. 8 Bo Xing Yi Road, Beijing Economic & Technological Development Zone, Beijing, PRC at 2:30 p.m. on Tuesday, 28 February 2017 for the purposes of considering and, if thought fit, approving the following matters:

ORDINARY RESOLUTIONS:

1. To consider the proposed participation in the second phase of Urumqi Economic and Technological Zone’s Mount Huangshan Street land reorganization (please refer to appendix 1 for details).

2. To consider the following continuing connected transactions according to the requirements under The Rules Governing Listing of Stocks on the Shenzhen Stock Exchange and the respective annual caps for the year of 2017 (please refer to appendix 2 for details), specific content as follows:

3. 2.1 Continuing connected transactions with Xinjiang Wind Power Co., Ltd. and the relevant estimated annual cap for the year of 2017;

4. 2.2 Continuing connected transactions with China Three Gorges New Energy Co., Ltd. and the relevant estimated annual cap for the year of 2017; and

• For identification purpose only

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• 2.3 Continuing connected transactions with Xinjiang New Energy (Group) Co., Ltd. and the relevant estimated annual cap for the year of 2017.

• To consider the motion on the recommendation of Mr. Guo Jianjun as a candidate for the board of directors of the Company (the “ Board ”).

According to the announcement of the Company on 30 December 2016, the Board nominated Mr. Gao Jianjun (“ Mr. Gao ”) to be elected as a director of the Company at the EGM.

Mr. Gao, aged 49, graduated from Xinjiang Coal Academy with a major in mining engineering and attained his postgraduate degree from Graduate School of China Academy of Social Sciences with a major in economic management. Mr. Gao serves as the party secretary and chairman of Xinjiang Wind Power Co., Ltd., and deputy party secretary, general manager and director of Xinjiang New Energy (Group) Co., Ltd.

Mr. Gao’s work experiences are as follows:

1987.08—1991.05	Assistant engineer, mine technician, Xinjiang
	Ewirgol 2130 coal mine
1991.05—1993.09	Cadre, Autonomous Regional Economic Commission
	Energy Department
1993.09—1997.02	Deputy Director, Autonomous Regional Economic
	Commission Energy Department (During 1995.09
	—1996.09 temporary assignment as assistant
	to Director of the Economic Commission of Ili
	Prefecture)
1997.02—2000.06	Principal Staff Member, Autonomous Region
	Economic and Trade Commission Technical
	Transformation Department (During 1997.12—
	1998.12 temporary assignment as Principal
	Staff Member to National Economic and Trade
	Commission Technical Transformation Department)
2000.06—2001.04	Deputy Director, Technical Transformation
	Department, Autonomous Region Economic and
	Trade Commission

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2001.04—2006.02

Director, Investment and Planning Department, Autonomous Region Economic and Trade Commission

2006.02—2008.01

Director, Industrial Park Administration Department, Autonomous Region Economic and Trade Commission. (During 2006.04—2008.08 temporary assignment as Deputy Director, Baoan District Bureau of Trade and Industry of Shenzhen City)

2008.01—2008.08

Deputy Secretary-General of the Regional Economic and Trade Commission and Director of Industrial Park Administration Department

2008.08—2012.08

Secretary and Director of Autonomous Region Machinery Electronics Industry Management Office

2012.08—present

Deputy party secretary, General Manager and Director of Xinjiang New Energy (Group) Co., Ltd.

2016.12—present

Party Secretary and Chairman of Xinjiang Wind Power Co., Ltd.

As at the date of this notice, Mr. Gao 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 being nominated as a director of the Company, Mr. Gao 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. Mr. Gao does not hold any directorship in other listed public companies in the three years preceding the date of this notice.

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 Mr. Gao as director of the Company.

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Subject to the approval of shareholders of the Company at the EGM, the Company will enter into a service contract with Mr. Gao, for his service to the Company, stating, among other things, his annual remuneration and length of service. According to a resolution from the annual general meeting of the shareholders of the Company on 28 June 2016, Mr. Gao, as a non-executive director of the Company, will not receive compensation from the Company.

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

13 January 2017

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 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 Saturday, 28 January 2017 to Tuesday, 28 February 2017 (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 Friday, 27 January 2017 are entitled to attending the EGM. In order to attend and vote at the EGM, all transfer forms 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 January 2017.

3. 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.

4. The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Company’s Office of Secretary of the Board at the address as stated in Note 6 below for holders of the A Shares and at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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.

5. 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 6 below on or before 5:00 p.m. on Tuesday, 7 February 2017 by hand, by post or by fax.

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

2. No. 8 Bo Xing 1st Road, Beijing Economic & Technological Development District, Yizhuang, Beijing, PRC Telephone No.: +86 10-67511996 Facsimile No.: +86 10-67511985

3. 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.

As at the date of this notice, the Company’s executive directors are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; non-executive directors are Mr. Zhao Guoqing and Mr. Feng Wei; and independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.

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APPENDIX 1 PROPOSED PARTICIPATION IN THE SECOND PHASE OF URUMQI ECONOMIC AND TECHNOLOGICAL ZONE’S MOUNT HUANGSHAN

I. BASIC OVERVIEW

In order to cooperate with Urumqi’s comprehensive construction plan, the Urumqi Economic and Technological Development Zone government has reported the approval by the Urumqi Urban Planning Bureau for the second phase of the comprehensive plan for local land use transformation. The Development Zone government also proposed to relocate local businesses from the second phase to the third phase industrial park; the industrial land in the second phase will be rezoned for business development.

Considering that the Company has already made a comprehensive plan for the land at the second phase land as commercial use, residential use, and commercial and mixed use, in response to the proposed second phase land transformation by the Development Zone government, the fourth meeting of the sixth session of the board of directors of the Company approved the “Resolution Regarding Proposed Participation in the Second Phase of Urumqi Economic and Technological Zone’s Mount Huangshan Street Land Reorganization” (《關於擬參與烏魯木齊經濟技術開發 區二期黃山街土地重組的議案》). The Company has agreed to participate in the second phase of Urumqi Economic and Technological Development Zone’s Mount Huangshan Street Land Reorganization, and to establish a real estate development company to participate in land auction, conduct subsequent development work, and introduce equity partners at later stage to cooperate in the development. The board of directors has agreed to authorize the Chairman, Mr. Wu Gang, to sign the relevant legal documents in relation to the abovementioned resolution.

According to the relevant provisions of “Shenzhen Stock Exchange SME Board Listed Companies Standardized Operational Guidelines” (《深圳證券交易所中小企業板上市公司規範運作指引》) and “Risk Investment Management Regulation” (《風險投資管理制度》) of the Company, the resolution is subject to the approval by the general meeting of shareholders of the Company after the approval of the board.

The transaction does not constitute a connected transaction, and also does not constitute major asset restructuring according to “Measures for the Administration of Major Asset Restructuring of Listed Companies” (《上市公司重大資產重組管理辦法》).

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APPENDIX 1 PROPOSED PARTICIPATION IN THE SECOND PHASE OF URUMQI ECONOMIC AND TECHNOLOGICAL ZONE’S MOUNT HUANGSHAN

II. CONCRETE IMPLEMENTATION SCHEME

1. Basic Situation of the Land

• a. Basic Land Use Situation

The Company’s second phase land is for industrial use, with a total land area of 485.3 mu.

b. New Plan Situation

According to the latest binding development plan of the district government, after deducting the area for public greening (which includes seismic fault zone), the Company’s second phase land has approximately 321 mu remaining; after deducting a further area of approximately 49.8 mu planned for kindergartens and high schools, the remaining land area amounts to approximately 271.2 mu (due to re-planning of road and transportation, the exact area is subject to the report issued by the Planning Bureau report).

2. Change of Land Use Purpose

• a. The Company will apply to return the land to the Urumqi Municipal Bureau of Land and Resources Development Bureau (“ Land Development Bureau ”). The Company will appoint a valuer approved by the parties to determine the compensation for the return of land use rights and buildings situated on the land.

• b. The Land Development Bureau will, after obtaining approval by the relevant departments, determine the initial bidding price of the land with reference to the new land use purpose and planning conditions, and report to the Xinjiang Uygur Autonomous Region People’s government for the approval of the sale and return of the state-owned land use rights. After the completion of the approval, the Development Zone Land Bureau will organize auction for the sale of land use rights in accordance with law.

• c. New users of the land will be determined by the auction. New land users and the Development Zone Land Bureau will sign a transaction confirmation, and the new land users will enter into a land transfer contract with the Development Zone Land Bureau and pay the price of land transfer in accordance with the terms of the contract.

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APPENDIX 1 PROPOSED PARTICIPATION IN THE SECOND PHASE OF URUMQI ECONOMIC AND TECHNOLOGICAL ZONE’S MOUNT HUANGSHAN

• d. Land users shall apply for the land use permit after full payment of the land transfer price in accordance with the terms of the contract.

3. The Participation in Land Auction and Subsequent Development

The Company proposes to set up a real estate development company, to participate in the land auction, conduct subsequent development work, introduce equity partners at later stage, and authorize the chairman to sign relevant legal documents. The matter will be submitted to the EGM for consideration.

III. COSTS AND EXPENDITURE

The compensation of changing the nature of the state-owned land cannot be ascertained at the moment as it is subject to many factors considered by the land department and assessment department and shall be subject to the approval by the competent authorities.

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ESTIMATED ANNUAL CAP FOR CONTINUING CONNECTED TRANSACTIONS (A SHARE) FOR 2017

APPENDIX 2

1. CONNECTED TRANSACTION OVERVIEW

In accordance with The Rules Governing Listing of Stocks on the Shenzhen Stock Exchange (“ SZSE Listing Rules ”) and possible continuing connected transactions between the Company and connected persons in 2017, the fifth meeting of the sixth session of the board of the Company considered and approved the Resolution regarding the Estimated Annual Cap for Continuing Connected Transactions (A Share) of Xinjiang Goldwind Science & Technology Co., Ltd. for 2017. Directors Mr. Wu Gang and Mr. Zhao Guoqing abstained from voting due to his/her connected relations with the relevant companies. This resolution shall be submitted to the shareholders’ general meeting of the Company for consideration. Material contents of the connected transactions are as follows:

Unit: RMB million

		January to	2017
		September 2016	Forecast
Continuing Connected Transactions		Actual Figures	Figures
Xinjiang Wind Power Co., Ltd.
Product Sales		0	311.32
China Three Gorges New Energy Co., Ltd.
Including:	Product Sales	924.89	2,637.50
	Purchase of Components	49.65	115.38
	Service Provision	27.25	330.0
Xinjiang New	Energy (Group) Co., Ltd.
Product Sales		8.33	1,071.05

2. CONNECTED PERSONS

2.1 Xinjiang Wind Power Co., Ltd.

(1) Basic Information

Legal Representative: Yu Shengjun Date of Incorporation: October 2005 Registered Capital: RMB90,000,000

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ESTIMATED ANNUAL CAP FOR CONTINUING CONNECTED TRANSACTIONS (A SHARE) FOR 2017

APPENDIX 2

Primary Businesses: wind power generation, solar power generation, goods and technology import and export business, development and sales of computer software, sales of power generation equipment, mineral products, chemical products and development, research and marketing services of new energy technology.

(2) Connected Relations to the Company

It holds 375,920,386 shares of A Shares of the Company, accounting for 13.74% of the total share capital of the Company.

(3) Contract Fulfilment Analysis

The operations of Xinjiang Wind Power Co., Ltd. are normal, financial position is sound, and it possesses the capability to fulfil its contracts.

2.2 China Three Gorges New Energy Co., Ltd.

(1) Basic Information

Legal Representative: Fan Jianjun

Date of Incorporation: September 1985

Registered Capital: RMB10,000,000,000

Primary Businesses: development and investment of wind and solar power; investment of clean energy, hydro works, hydro power, power generation, water supply, desilting, coastal reclamation, environmental works, agriculture, livestock, and tourism; investment consulting; asset management and investment consulting; manufacturing and sales of mechanical equipment sets and components; domestic hydro works and power generation project and international tendering contracting; technical and information consulting services related to the above areas.

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ESTIMATED ANNUAL CAP FOR CONTINUING CONNECTED TRANSACTIONS (A SHARE) FOR 2017

APPENDIX 2

(2) Connected Relations to the Company

It holds 287,659,287 shares of A Shares of the Company, accounting for 10.52% of the total share capital of the Company.

(3) Contract Fulfilment Analysis

The operations of China Three Gorges New Energy Co., Ltd. are normal, financial position is sound, and it possesses the capability to fulfil its contracts.

2.3 Xinjiang New Energy (Group) Co., Ltd.

(1) Basic Information

Legal Representative:

Wu Gang

Date of Incorporation: 6 July 2012 Registered Capital: RMB1,000,000,000 Business Scope: wind power investment and asset management

(2) Connected Relations to the Company

The Chairman of the Board, Mr. Wu Gang, was appointed as the chairman of the board of Xinjiang New Energy (Group) Co., Ltd. in June 2012, and as a result, Xinjiang New Energy (Group) Co., Ltd. is the connected person of the Company in accordance with the SZSE Listing Rules.

(3) Contract Fulfilment Analysis

The operations of Xinjiang New Energy (Group) Co., Ltd. are normal, and it possesses the capability to fulfil its contracts.

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ESTIMATED ANNUAL CAP FOR CONTINUING CONNECTED TRANSACTIONS (A SHARE) FOR 2017

APPENDIX 2

3. MATERIAL CONTENTS OF THE CONNECTED TRANSACTIONS

3.1 Pricing Terms and Principles

Connected transactions between the Company and connected persons will be fairly priced based on the market price. The sale of WTGs by the Company to connected persons will be mainly determined through the public tender bidding process, and the price will be the market price. The price available to connected persons for connected transactions with the Company shall be no more favourable than that available to independent third parties, and there is no harm to the interests of the Company and other shareholders.

3.2 Contract Information

The Company entered into framework agreements with the connected persons. In addition, according to future needs of the Company and in line with respective market prices, the Company may enter into other individual contracts with such connected persons and conduct such transactions accordingly.

4. REASONS FOR THE CONNECTED TRANSACTIONS AND IMPLICATIONS FOR THE LISTED COMPANY

The primary continuing connected transactions between the Company and connected persons are product sales and purchase of components. These are beneficial to the expansion of the Company’s sales and purchasing channels. Every transaction abides by the market price principle and there is no harm to the interests of the Company and shareholders as a whole, especially minority shareholders. The Company is not reliant on its connected persons, and such transactions will not affect the independence of the Company.

5. OPINIONS OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent opinions of the independent non-executive directors of the Company, Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong are as follows:

The transactions between the Company and its connected persons are in the usual and ordinary course of business. Such transactions were open, fair and equal, pricing were fair and reasonable, and there was no harm to the interests of the Company. The continuing connected transactions described above are beneficial to the Company’s further consolidating its leading position in the industry and continued development.

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APPENDIX 2

ESTIMATED ANNUAL CAP FOR CONTINUING CONNECTED TRANSACTIONS (A SHARE) FOR 2017

The Company’s estimated annual cap for transactions with connected persons for the year of 2017 is in line with the current and estimated business needs of the Company, abides by the market price principle, and there is no harm to the interests of the Company and shareholders who are not connected persons, and does not affect the independence of the Company.

Directors that are connected persons have abstained from voting during the board meeting in accordance with relevant regulations. This proposal will also be submitted to the shareholders’ general meeting of the Company for consideration, and such procedures are compliant with relevant regulations. We vote in favour of this resolution.

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