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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Board/Management Information 2018

Sep 10, 2018

50446_rns_2018-09-10_6bcea5bc-8d57-4010-84d4-568f58453e4c.pdf

Board/Management 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 TO BE HELD ON 26 OCTOBER 2018

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 9, No. 8 Bo Xing Yi Road, Beijing Economic & Technological Development Zone, Yizhuang, Beijing, PRC at 2:30 p.m. on Friday, 26 October 2018 for the purposes of considering and, if thought fit, approving the following matters:

ORDINARY RESOLUTIONS:

  1. To consider the motion on the recommendation of Ms. Gu Hongmei (“ Ms. Gu ”) as a candidate for the board of directors of the Company (the “ Board ”).

According to the announcement of the Company on 24 August 2018, the Board nominated Ms. Gu to be elected as a non-executive director of the Company at the EGM.

  • For identification purpose only

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Ms. Gu, aged 50, PhD, is a research associate. Prior to joining the Company, Ms. Gu served as a senior public relations officer, public relations manager of Holiday Hotel from July 1991 to February 1994. She was a senior publisher, general manager of Beijing representative office of Hong Kong Yishi Press from April 1994 to Feburary 1995. Ms. Gu was a principle staff member, deputy chief of Foreign Affairs Office of Haidian District from February 1995 to November 1995 and she served as a deputy director and a director in the Tourist Administration of Haidian District November 1995 to December 2006. Ms. Gu concurrently served as an assistant to the district mayor, deputy director of Development and Construction Commission of the North and office director of Development Office of the People’s Government of Haidian District from December 2006 to July 2010. Ms. Gu served as Commerce Commission Director of the People’s Republic of Haidian District from July 2010 to November 2010. She served as a Vice President of Beijing Union University from November 2010 to March 2016, and served as a director of Endowment Insurance in the Global Insurance Business Division of Anbang Insurance Group from March 2016 to December 2016. Ms. Gu has been a chairman of Hexie Health Insurance Co., Ltd. since December 2016 and a director of Financial Street Holdings Co., Ltd. since August 23, 2018.

As at the date of this notice, Ms. Gu 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, Ms. Gu 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. Ms. Gu 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 Ms. Gu 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 Ms. Gu, for her service to the Company, stating, among other things, her annual remuneration and length of service. According to the Company’s remuneration policy, Ms. Gu will not receive compensation from the Company for her service as a non-executive Director.

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

10 September 2018

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 Tuesday, 25 September 2018 to Friday, 26 October 2018 (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 Monday, 24 September 2018 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 Monday, 24 September 2018.

  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.

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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 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 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 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.

  2. 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 Friday, 5 October 2018 by hand, by post or by fax.

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

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

  1. 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. Gao Jianjun; and independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.

  • For identification purpose only

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