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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. AGM Information 2019

Jan 14, 2019

50446_rns_2019-01-14_a41e84aa-cedc-4058-91e3-b8d91d2803e0.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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) will be held at Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Friday, 1 March 2019 for the purposes of considering and, if thought fit, approving the following matters.

SPECIAL RESOLUTION:

  1. To consider and approve the proposed amendments to the Articles of Association of the Company in respect of Article 1.01. (Please refer to the Circular of the Company dated 14 January 2019 for details.)

ORDINARY RESOLUTIONS:

  1. To consider and approve the estimated annual cap for continuing connected transactions (A Share) 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 2019, please refer to Appendix II for details.
  • For identification purpose only

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  1. To consider and approve the connected transactions between the Company and the members of the Connected Persons Group contemplated under Product Sales Framework Agreement (2019-2021) for the three years commencing from 1 January 2019 and ending on 31 December 2021 and the relevant proposed annual caps.

By order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

MA Jinru

Company Secretary

14 January 2019

Notes:

  1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf at the EGM. A proxy need not be a shareholder of the Company. A proxy of a shareholder may vote on a poll. With respect to any shareholder who has appointed more than one proxy, the proxy holders may only 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, 30 January 2019 to Friday, 1 March 2019 (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 registers of members as at the close of business on Tuesday, 29 January 2019 are entitled to attending the EGM. In order to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at 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, 29 January 2019.

  3. The instruments appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. 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 authorising that attorney to sign or other authorisation documents must be notarised.

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  1. The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Office of Secretary of the Board of the Company, at the address as stated in Note 6 below, for holders of the Domestic Shares, and at the H share registrar, Computershare Hong Kong Investor Services Limited at the address 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 fixed 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.

  1. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the Office of Secretary of the Board of the Company at the address as stated in Note 6 below on or before 5:00 p.m. on Friday, 8 February 2019 by hand, by post or by fax.

  2. The contact details of the Office of Secretary of the Board of the Company are as follows:

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

Telephone No.: +86 10-67511888 Facsimile No.: +86 10-67511985

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

As of 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. Zhao Guoqing, Mr. Gao Jianjun and Ms. Gu Hongmei; and the independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.

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