GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2025

Jun 4, 2025

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.

GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*

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 ("AGM") of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (the "Company") will be held at the Company's Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Thursday, 26 June 2025 for the purposes of considering and, if thought fit, approving the following matters. Unless otherwise stated, the capitalized used herein shall have the same meanings as defined in the circular of the Company dated 4 June 2025.

SPECIAL RESOLUTIONS:

1. To consider and approve the proposed amendments to the Articles of Association. Please refer to the circular of the Company dated 4 June 2025 for details.
2. To consider and approve the proposed amendments to the Rules of Procedure for the General Meeting. Please refer to the circular of the Company dated 4 June 2025 for details.
3. To consider and approve the proposed amendments to the Rules of Procedure for the Board of Directors. Please refer to the circular of the Company dated 4 June 2025 for details.

4. To consider and approve the general mandate to repurchase H Shares of the Company. Please refer to the circular of the Company dated 4 June 2025 for details.

5. For identification purpose only

---

ORDINARY RESOLUTIONS:

1. To consider and approve the report of the Board for the year of 2024.

2. To consider and approve the report of the supervisory committee of the Company for the year of 2024.

3. To consider and approve the report of the auditors and audited consolidated financial statements of the Company for the year ended 31 December 2024.

4. To consider and approve the final dividend distribution for the year ended 31 December 2024.

5. To consider and approve the annual report of the Company for the year of 2024.

6. To consider and approve the proposed operation of exchange rate hedging business with a total amount of not more than USD2.4 billion and the interest rate hedging business with a total amount of not more than USD100 million during the period from the date of passing of this resolution at the annual general meeting of the Company for the year 2024 until the date of the annual general meeting of the Company for the year 2025.

7. To consider and approve the proposed provision of guarantees for the Company's wholly-owned and controlled subsidiaries within the scope of the consolidated statement. Please refer to Appendix I for details.

8. To consider and approve the proposed provision of letter of guarantee for the Company's wholly-owned and controlled subsidiaries within the scope of the consolidated statements. Please refer to Appendix II for details.

9. To consider and approve the issuance of the bonds and asset-backed securities inside or outside the PRC. Please refer to Appendix III for details.

10. To consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the PRC auditor of the Company and Deloitte Touche Tohmatsu as the international auditor of the Company, with a term of one year, effective from the date of passing of this resolution at the annual general meeting of the Company for the year 2024, and authorise the Board to determine their remuneration, respectively.

11. To consider and approve the remuneration of the Directors of the ninth session of the Board and the allowance of the independent non-executive Directors.

12. 2 -

---

1. To consider and approve the re-election of the following persons as executive and non-executive Directors for the ninth session of the Board:

16.1 Mr. Wu Gang as an executive Director
16.2 Mr. Cao Zhigang as an executive Director
16.3 Mr. Gao Jianjun as a non-executive Director
16.4 Ms. Yang Liying as a non-executive Director
16.5 Mr. Zhang Xudong as a non-executive Director

1. To consider and approve the re-election/election of the following persons as independent non-executive Directors for the ninth session of the Board:

17.1 Mr. Tsang Hin Fun Anthony as an independent non-executive Director
17.2 Mr. Liu Dengqing as an independent non-executive Director
17.3 Mr. Miao Zhaoguang as an independent non-executive Director

By order of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
MA Jinru
Company Secretary

4 June 2025

• For identification purpose only

---

• 4 -

Notes:

1. Each shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf at the AGM. A proxy need 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 Sunday, 22 June 2025 to Thursday, 26 June 2025 (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. H Shareholders whose names appear on the register of members as at the close of business on Friday, 20 June 2025 are entitled to attend the AGM. In order to attend and vote at the AGM, H Shareholders 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 Friday, 20 June 2025.

3. For the purpose of ascertaining Shareholders' entitlement to the final dividends for the year ended 31 December 2024, the Company's H Share register of members will be closed from Thursday, 3 July 2025 to Wednesday, 9 July 2025 (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 Wednesday, 2 July 2025 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 Wednesday, 2 July 2025.

4. 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 under the hand of its 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.

5. The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar, 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 of the Company, not less than 24 hours before the time fixed 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.

1. The AGM 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.

2. If the AGM is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As of the date of this notice, the executive directors of the Company are Mr. Wu Gang, Mr. Cao Zhigang and Mr. Liu Rixin; the non-executive directors of the Company are Mr. Gao Jianjun, Ms. Yang Liying and Mr. Zhang Xudong; and the independent non-executive directors of the Company are Ms. Yang Jianping, Mr. Tsang Hin Fun Anthony and Mr. Wei Wei.

---

APPENDIX I TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF GUARANTEES

GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. (the “Company”) has made a forecast and analysis on the guarantees for its wholly-owned and controlled subsidiaries (the “Subsidiaries”) within the scope of the consolidated statements based on the overall production and operation, capital requirements and financing conditions in 2025, and proposes the provision of guarantees to the Subsidiaries within the scope of the consolidated statements (and among such Subsidiaries) starting from the date of the resolutions of the annual general meeting of the Company for the year ended 31 December 2024 (“2024 AGM”) and ending on the date of the resolutions of the annual general meeting of the Company for the year ending 31 December 2025 (“2025 AGM”). The specific details are as follows:

I. BASIC INFORMATION OF THE GUARANTEE

1. Types of guarantee

The guarantees to be provided for the Subsidiaries (including those to be provided among Subsidiaries) include financing guarantees and non-financing guarantees. Financing guarantees mainly include guarantees provided by the Company for the financing provided by banks or other financial institutions for domestic and overseas Subsidiaries. Non-financing guarantees refer to economic guarantee activities indirectly related to monetary funds, which mainly include guarantees for businesses, such as project performance.

1. Guarantors and guaranteed parties

Guarantors:

The Company and the Subsidiaries within the scope of the consolidated statements starting from the date of the passing of the resolution at the 2024 AGM to the date of the 2025 AGM.

Guaranteed parties:

The Subsidiaries within the scope of the consolidated statements starting from the date of the passing of the resolution at the 2024 AGM to the date of the 2025 AGM.

– 5 –

---

APPENDIX I TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF GUARANTEES

1. Guarantee amount

The total amount of new guarantees for the year shall not exceed RMB30 billion, accounting for 77.86% of the audited net assets of the Company as of 31 December 2024 and 19.33% of the audited total assets of the Company as of 31 December 2024.

The distribution of the above new guarantee quota is as follows:

(Unit: RMB100 million)

Guarantor	Guaranteed parties	Shareholding percentage of the guarantors	The balance of the guarantee as at 28 March 2025	The additional guarantee amount	The percentage of the guarantee amount accounts for the latest net assets of the listed company	Whether related guarantees are provided
The Company and its wholly-owned and controlled subsidiaries within the scope of consolidated statements	Subsidiaries with gearing ratio below 70%	the wholly-owned and controlled subsidiaries within the scope of consolidated statements	0.86	96	24.92%	No
	Subsidiaries with gearing ratio over 70%	the wholly-owned and controlled subsidiaries within the scope of consolidated statements	14.65	204	52.95%	No
	Total		15.51	300	77.86%	-

The use of the above guarantee quotas under the guarantees to be provided for the controlled subsidiaries by the Company is subject to the conditions that the Company will provide such guarantees based on the shareholding ratio, and other shareholders shall also provide the same guarantees or counter-guarantees based on the shareholding ratio.

• 6 -

---

APPENDIX I TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF GUARANTEES

1. Validity period of the guarantee amount: from the date of the passing of the resolution at the 2024 AGM to the date of the 2025 AGM.
2. Type of guarantee: joint liability guarantee, guarantee, mortgage, pledge, etc.
3. Authorization for approval: The chairman of the Company is authorized to sign the guarantee contract and relevant legal documents within the validity period of the above guarantee quotas, and no further board meeting will be convened. The Company will perform its information disclosure obligations in accordance with relevant laws and regulations.

II. CONSIDERATION OF THE BOARD

On 28 March 2025, at the 31st meeting of the eighth session of the Board, the Board considered and approved the Proposal on Providing Guaranteed Amount for the Subsidiaries within the Scope of the Consolidated Statements, granting approval to the provision by the Company of guarantee with an amount of RMB9.6 billion (inclusive) for Subsidiaries (and among Subsidiaries) within the scope of the consolidated statements with a gearing rate below 70%, and RMB20.4 billion (inclusive) for Subsidiaries (and among subsidiaries) within the scope of the consolidated statements with a gearing rate above 70% starting from the date of the passing of the resolution at the 2024 AGM to the date of the 2025 AGM. The use of the above guarantee quotas under the guarantees to be provided for the controlled subsidiaries by the Company is subject to the conditions that the Company will provide such guarantees based on the shareholding ratio, and other shareholders shall also provide the same guarantees or counter-guarantees based on the shareholding ratio.

Types of guarantee include joint liability guarantee, guarantee, mortgage, pledge, etc. The chairman of the Company is authorized to sign the guarantee contract and relevant legal documents within the validity period of the above guarantee quotas, and no further board meeting will be convened. The Company will perform its information disclosure obligations in accordance with relevant laws and regulations.

• 7 -

---

APPENDIX I TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF GUARANTEES

III. IMPACT ON THE COMPANY

The provision of guarantees by the Company for its Subsidiaries and the provision of guarantees between Subsidiaries are conducive to improving financing efficiency and reducing financing costs, and can effectively guarantee the normal production and operation of the Subsidiaries. The above-mentioned provision of guarantees is in line with the needs of the Company's daily operations and is beneficial to the development of the Company's business.

The qualification, credit status and approval procedures for external guarantees of the above Subsidiaries of the Company are in compliance with the relevant provisions on external guarantees of the Company. It is expected that the above guarantees will not bring financial and legal risks to the Company. At the same time, the Company will reduce guarantee risks by improving guarantee management, strengthening internal financial control, monitoring the performance of the guaranteed parties' contracts and timely tracking the economic operation of the guaranteed parties.

• 8 -

---

APPENDIX II TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF LETTER OF GUARANTEE

I. OVERVIEW

GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. (the “Company”) on behalf of its subsidiaries and its subsidiaries on behalf of its subsidiaries will apply to the financial institutions such as banks for the issuance of letters of guarantee according to the overall production and operation plan of the Company in 2025, in order to meet the development of its wholly-owned and controlled subsidiaries (the “Subsidiaries”) within the scope of the consolidated statements based on the principals of save financial expenses, reduce risks and strengthen capital management.

II. IMPLEMENTATION PLAN

1. Guarantee amount under the letters of guarantee

The Company on behalf of its Subsidiaries and its subsidiaries on behalf of its subsidiaries will apply to the financial institutions such as banks for the issuance of letters of guarantee with an aggregate amount not exceeding RMB12 billion.

1. Term

The term shall commence from the date of the passing of the resolution at the annual general meeting of the Company for the year ended 31 December 2024 (“2024 AGM”) to the date of the annual general meeting of the Company for the year ending 31 December 2025 (“2025 AGM”).

1. Scope of Subsidiaries

The wholly-owned and controlled subsidiaries within the scope of the consolidated statements starting from the date of the passing of the resolution at the 2024 AGM to the date of the 2025 AGM (including the wholly-owned and controlled subsidiaries established in that period).

The use of the above guarantee quotas through application for the issuance of a letter of guarantee by the Company for its Subsidiaries and by its Subsidiaries for its Subsidiaries is subject to the conditions that the Company and its Subsidiaries will issue such letter of guarantee based on the shareholding ratio, and other shareholders shall also provide same letter of guarantees or counter-guarantees based on the shareholding ratio.

– 9 –

---

APPENDIX II TO THE NOTICE OF AGM – THE APPENDIX OF PROPOSED PROVISION OF LETTER OF GUARANTEE

1. Risk prevention

The Company will control guarantee risks by strengthening the management of the letters of guarantee, strengthening financial internal control and timely monitoring and tracking the expiry of the letters of guarantee.

III. CONSIDERATION OF THE BOARD

On 28 March 2025, the Resolution on the Issuance of Letters of Guarantee for the Subsidiaries within the Scope of the Consolidated Statements was considered and approved at the 31st meeting of the eighth session of the board of the Company (the “Board”), pursuant to which the Board approved the issuance of letters of guarantee by the Company on behalf of its Subsidiaries and its Subsidiaries on behalf of its Subsidiaries.

• 10 -

---

APPENDIX III TO THE NOTICE OF AGM – THE APPENDIX OF ISSUANCE OF THE BONDS AND ASSET-BACKED SECURITIES INSIDE OR OUTSIDE THE PRC

In order to meet the operation and development needs of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. (the “Company”) and its subsidiaries, the Board has approved the proposed issue of the bonds and asset-backed securities (the “Bonds and Asset-Backed Securities”) inside or outside the PRC.

1. PROPOSED ARRANGEMENTS FOR THE ISSUE

Issuers:
the Company or its wholly-owned subsidiaries and holding subsidiaries within the scope of consolidated financial statements;

Issue size:
not more than the equivalent of RMB5 billion in aggregate (including the amount duly approved by an authorized organization within the Company pending issuance), and the actual issue amount shall be within the scope set out by the regulatory authorities;

Categories of securities:
one or several categories of bonds including but not limited to ultra-short-term financing bonds, short-term financing bonds, medium-term notes, long-term restricted medium-term notes, green debt financing instruments, corporate bonds, debt financing plans and perpetual bonds; one or several categories of asset-backed securities including but not limited to asset-backed securities (ABS), asset backed notes (ABN), and other types of bonds, asset-backed securities and asset backed notes issued in the domestic market and/or the international market denominated in RMB or foreign currencies as approved by the regulatory authorities;

Issue type:
once or by instalments, public or non-public offering;

Maturity:
not more than 15 years or perpetual in nature prior to redemption by the issuers as agreed in the issue terms, and maturity upon redemption by the issuers as agreed in the issue terms;

– 11 –

---

APPENDIX III TO THE NOTICE OF AGM – THE APPENDIX OF ISSUANCE OF THE BONDS AND ASSET-BACKED SECURITIES INSIDE OR OUTSIDE THE PRC

Reasons for securities registration or issuance:
expand financing channels, including outbound and innovative financing, optimize financial structure and financing costs, and meet business development needs;

Use of proceeds:
daily operation of the Company, including but not limited to the supplement of working capital, investment and operation of projects, the repayment of bank loans, etc.; and

Validity period of authorization:
24 months from the date of the approval of this proposal at a shareholders’ general meeting. If the Board has authorized the issuance within the validity period, and the issuers have obtained regulatory approval, license or registration, then the issuers are permitted to complete the specific issuance within the valid period of such approval, license or registration.

1. AUTHORIZATION TO THE BOARD

The Board shall submit to the shareholders’ general meeting to generally and unconditionally authorize the Board to deal with matters relating to the proposed issue of the Bonds and Asset-Backed Securities within the authorized issue size and validity period according to the Company’s specific needs and other market conditions, including but not limited to:

(1) Decide whether or not to issue, to determine, revise or adjust the issue type, issue size, specific term, categories and size, specific terms, conditions and other matters of Bonds and Asset-Backed Securities;

(2) Appoint any intermediaries according to the actual needs of Bonds and Asset-Backed Securities including but not limited to a lead underwriter, rating organization, or law firm, and negotiate, sign, and revise the relevant contracts or agreements, and sign all necessary legal documents relating to each issue, as well as handle all the necessary procedures for application, registration or filing of each Bonds and Asset-Backed Securities to the relevant regulatory authorities on behalf of the Company;

(3) Other matters relating to the issuance of Bonds and Asset-Backed Securities which are not mentioned above.

– 12 –