AI assistant
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Board/Management Information 2025
May 30, 2025
50446_rns_2025-05-30_96044167-f3c7-4c86-a555-217795d1be89.pdf
Board/Management Information
Open in viewerOpens in your device viewer
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.

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
PROPOSED ELECTION OF THE NINTH SESSION OF THE BOARD AND RETIREMENT OF DIRECTORS
The board of directors (the "Board") of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (the "Company") announces that, pursuant to the articles of association of the Company (the "Articles of Association") and the relevant laws and regulations of the People's Republic of China (the "PRC"), the directors of the Company (the "Directors") shall be elected by the shareholders of the Company (the "Shareholders") at general meetings and serve a term of three years. The term of office of the eighth session of the Board shall expire until the ninth session of the Board is elected by the Shareholders at the annual general meeting of the Company for the year of 2024 (the "AGM"). Resolutions regarding the election of the ninth session of the Board shall be proposed for consideration and approval by the Shareholders at the AGM.
Mr. Liu Rixin (劉日新先生, “Mr. Liu”) shall retire as an executive Director, and Ms. Yang Jianping (楊劍萍女士, “Ms. Yang”), and Mr. Wei Wei (魏煥先生, “Mr. Wei”) shall retire as independent non-executive Directors with effect from the election of the ninth session of the Board by the Shareholders at the AGM, and will not seek re-election as Directors of the ninth session of the Board. Each of Mr. Liu, Ms. Yang and Mr. Wei has confirmed that he/she has no disagreement with the Board and there is no matter relating to his/her retirement that needs to be brought to the attention of the Shareholders. The Board wishes to express its appreciation to Mr. Liu, Ms. Yang and Mr. Wei for his/her contributions to the Company during his/her tenure of office.
The Board proposed the re-election of Mr. Wu Gang(武鋼先生) and Mr. Cao Zhigang(曹志剛先生) as executive Directors, Mr. Gao Jianjun(高建軍先生),Ms. Yang Liying(楊麗迎女士) and Mr. Zhang Xudong(張旭東先生) as non-executive Directors, and Mr. Tsang Hin Fun Anthony(曾憲芬先生) as an independent non-executive Director at the AGM. In addition, the Board also proposed the election of Mr. Liu Dengqing(劉登
清先生)and Mr. Miao Zhaoguang(苗兆光先生)as independent non-executive Directors at the AGM.
Mr. Tsang Hin Fun Anthony, Mr. Liu Dengqing and Mr. Miao Zhaoguang have confirmed respectively their independence as regards to the independence criteria contained in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and there are no other factors that may affect their independence at the time of their nomination; they have no past or present financial or other interest in the business of the Company or its subsidiaries nor any connection with any core connected persons (has the meaning as defined under the Listing Rules) of the Company.
Subject to approval by the Shareholders at the AGM, the above-mentioned Directors shall form the ninth session of the Board of the Company together with the employee Director to be elected by the employee representative assembly of the Company. The term of office of the ninth session of the Board shall be three years beginning from the day following the date of the AGM. The Company will enter into a service contract with each of the Directors for their services to the Company, stating, among other things, their respective annual remuneration and term of office.
Subject to the approval by the Shareholders at the AGM, (1) the remuneration of the chairman of the Board (the "Chairman") shall include a fixed remuneration of RMB1,380,000 (before tax) per annum and performance related bonus, which shall be determined by the remuneration and assessment committee of the Board of the Company with reference to the performance and remuneration management policy of the Company; (2) the remuneration of Directors who hold senior management positions in the Company (excluding the Chairman) and employee Director shall be determined based on their positions in the Company and the Company's remuneration management policy; (3) the non-executive Directors who do not hold any position in the Company do not receive any remuneration from the Company; (4) each of the independent non-executive Directors shall be entitled to a remuneration of RMB500,000 (before tax) per annum. The Company will disclose each of the Directors' remuneration in its annual report each year.
Pursuant to the Articles of Association and the relevant laws and regulations of the PRC, subject to approval by the Shareholders at the AGM, the aggregate number of Directors who also hold senior management positions in the Company and Directors who are employee representatives of the Company proposed to be elected for the ninth session of the Board does not exceed one half of the total number of Directors of the Company.
Upon approval by the Shareholders of the relevant resolutions at the AGM, the composition of the proposed ninth session of the Board (excluding the employee Director) shall be as follows:
| Executive Directors | Non-executive Directors | Independent non-executive Directors |
|---|---|---|
| Mr. Wu Gang | Mr. Gao Jianjun | Mr. Tsang Hin Fun Anthony |
| Mr. Cao. Zhigang | Ms. Yang Liying | Mr. Liu Dengqing |
| Mr. Zhang Xudong | Mr. Miao Zhaoguang |
3
PROFILES OF DIRECTORS PROPOSED FOR ELECTION AT THE AGM
EXECUTIVE DIRECTORS
Mr. Wu Gang (武嗣先生)
Mr. Wu Gang (“Mr. Wu”), aged 67, is currently the chairman of the Board (the “Chairman”), the Chief Engineer, and the director of the Group Management Technology Expert Committee. Mr. Wu graduated from Dalian University of Technology with a master’s degree. He is a professor level senior engineer and an expert entitled to a special allowance granted by the State Council. Mr. Wu served as the head of teaching and researching office of Xinjiang Water Power School from 1983 to 1987; head of wind farms of Xinjiang Wind Power Company from 1987 to 1993; vice general manager of Xinjiang Wind Power Co., Ltd. from 1993 to 1997; the general manager of the Company from 1997 to 2006; the Chairman of the Company since May 2002; CEO of the Company from 2006 to 2013; the chairman and the party secretary of Xinjiang New Energy (Group) Co., Ltd. from June 2012 to November 2018; the president of the Company from March 2012 to January 2013; the chief engineer of the Group since July 2022; the director of the Group Management Technology Expert Committee since September 2022.
As at the date of this announcement, by virtue of the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (the “SFO”), Mr. Wu is interested in a total of 62,538,411 A shares of the Company (“A Shares”). Save for the information disclosed in this announcement, Mr. Wu does not have any other interest in the Company’s securities within the meaning of Part XV of the SFO.
As at the date of this announcement, save for the information disclosed in this announcement, Mr. Wu does not have any relationships with any Directors, senior management or substantial shareholders of the Company, nor has he held directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Wu as an executive Director.
Mr. Cao Zhigang (曹志剛先生)
Mr. Cao Zhigang (“Mr. Cao”), aged 50, is currently an executive Director and the President. Mr. Cao graduated from China Europe International Business School with a master of Business Administration degree. He is a senior engineer. Mr. Cao worked at the Dabancheng Wind Farm of Xinjiang Wind Power Company from July 1998 to February 1999; worked in technology department of Xinjiang New Wind Technology and Trade Co., Ltd. from March 1999 to March 2001; worked in the technology department of the Company from March 2001 to April 2002; served as the head of electricity control business department of the Company from May 2002 to February 2005; the head of chief engineer
office and vice chief engineer of the Company from March 2005 to March 2006; the vice president of the Company from March 2006 to March 2010; the executive vice president of the Company from March 2010 to July 2019; the deputy chairman of JL MAG Rare-Earth Co., Ltd. from July 2018 to April 2021; the president of the Company since July 2019; the executive Director of the Company since June 2013.
As at the date of this announcement, by virtue of the provisions of Divisions 2 and 3 of Part XV of the SFO, Mr. Cao is interested in a total of 12,743,283 A Shares. Save for the information disclosed in this announcement, Mr. Cao does not have any other interest in the Company's securities within the meaning of Part XV of the SFO.
As at the date of this announcement, save for the information disclosed in this announcement, Mr. Cao does not have any relationships with any Directors, senior management or substantial shareholders of the Company, nor has he held directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Cao as an executive Director.
NON-EXECUTIVE DIRECTORS
Mr. Gao Jianjun (高建軍先生)
Mr. Gao Jianjun ("Mr. Gao"), aged 58, is currently a non-executive Director. Mr. Gao graduated from Xinjiang Coal Academy with a major in mining engineering and graduated from the class for advanced studies of postgraduate course in economic management, department of Quantitative Economics and Technology of China Academy of Social Sciences. Mr. Gao is currently the party secretary and chairman of Xinjiang Wind Energy Co., Ltd. and party secretary and the chairman of Xinjiang Energy (Group) Co., Ltd. Mr. Gao served as the vice-director of the technical transformation department of the Xinjiang Uygur Autonomous Region (the "Autonomous Region") Economic and Trade Commission ("ETC") from June 2000 to April 2001; director of investment and planning department of Autonomous Region ETC from February 2006 to January 2008, during which he served the temporary position as deputy chief of Trade and Industry Bureau of Bao'an District in Shenzhen from April 2006 to October 2006; director of industrial park management department and deputy secretary general of the Autonomous Region ETC from January 2008 to August 2008; party secretary and officer of the Autonomous Region Machinery Electronics Industry Management Office from August 2008 to August 2012; deputy party secretary, general manager and director of Xinjiang New Energy (Group) Co., Ltd. from August 2012 to November 2018; party secretary and the chairman of Xinjiang New Energy (Group) Co., Ltd. from November 2018 to July 2023; deputy party secretary of Xinjiang Energy (Group) Co., Ltd. from July 2023 to August 2023; deputy party secretary, deputy chairman, and general manager of Xinjiang Energy (Group) Co., Ltd. from August 2023 to January 2024; director of Xinjiang Lixin Energy Co., Ltd. from August 2020 to April 2024; party secretary and chairman of Xinjiang Wind Energy Co., Ltd., a substantial shareholder of the Company since December 2016; non-executive
4
Director of the Company since March 2017; party secretary and chairman of Xinjiang Energy (Group) Co., Ltd. since January 2024.
As at the date of this announcement, Mr. Gao does not hold any interest in the Company’s securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Mr. Gao does not have any relationships with any Directors, senior management or substantial shareholders of the Company; he has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years; and he does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Gao as a non-executive Director.
Ms. Yang Liying (楊麗迎女士)
Ms. Yang Liying (“Ms. Yang”), aged 43, is currently a non-executive Director. Ms. Yang graduated from Tsinghua University with a master’s degree in law. She is currently the board secretary of China Three Gorges New Energy (Group) Co., Ltd., as well as the chief officer of the investment, merger and acquisition department and the investment, merger and acquisition center. Ms. Yang served as an assistant to the public administration department of the Junction Management Bureau of China Yangtze Three Gorges Project Corporation from July 2008 to September 2009; an assistant to the public administration department of the Junction Management Bureau of China Three Gorges Corporation from September 2009 to August 2011; the chief officer of the general office of China Three Gorges Corporation from August 2011 to June 2015; the chief officer of the legal affairs department of China Three Gorges Corporation from June 2015 to February 2017; the deputy director of legal affairs division I under the legal affairs department of China Three Gorges Corporation from February 2017 to August 2020; the chief officer of the legal affairs department of China Three Gorges New Energy (Group) Co., Ltd. from August 2020 to August 2021; the chief officer of the legal and compliance department (corporate management department) of China Three Gorges New Energy (Group) Co., Ltd. from August 2021 to March 2023; the chief officer of the investment, merger and acquisition department and the investment, merger and acquisition center of China Three Gorges New Energy (Group) Co., Ltd. since March 2023; the non-executive Director of the Company since June 2023; the board secretary of China Three Gorges New Energy (Group) Co., Ltd. since April 2025.
As at the date of this announcement, Ms. Yang does not hold any interest in the Company’s securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Ms. Yang does not have any relationships with any Directors, senior management or substantial shareholders of the Company; she has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years; and she does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
5
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Ms. Yang as a non-executive Director.
Mr. Zhang Xudong(張旭東先生)
Mr. Zhang Xudong (“Mr. Zhang”), aged 38, is currently a non-executive Director. Mr. Zhang graduated from Jilin Institute of Chemical Technology with a bachelor’s degree in Electronic Information Engineering. Mr. Zhang served as the supervisor, manager, head of functional departments within the Fujia Group Co., Ltd. from March 2011 to August 2021; the director of the general manager’s office of Hexie Health Insurance Co., Ltd. from August 2021 to December 2021; the deputy general manager (in charge of work) of institutional development department of Hexie Health Insurance Co., Ltd. from December 2021 to September 2022; the general manager of institutional development department, the chief officer of the Board’s office, and general manager of brand promotion department of Hexie Health Insurance Co., Ltd. since September 2022; the non-executive Director of the Company since February 2024.
Mr. Zhang has been the supervisor of Fujia Guoping (Shanghai) Asset Management Co., Ltd.* from 20 November 2017 to 15 December 2023; the supervisor of Taiping Fujia Asset Management (Dalian) Co., Ltd. from 7 March 2018 to 18 December 2023; the supervisor of Liaoning Fubao Insurance Brokers Co. Ltd. from 1 April 2019 to 19 December 2023.
As at the date of this announcement, Mr. Zhang does not hold any interest in the Company’s securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Mr. Zhang does not have any relationships with any Directors, senior management or substantial shareholders of the Company; he has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years; and he does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Zhang as a non-executive Director.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Tsang Hin Fun Anthony (曾憲芬先生)
Mr. Tsang Hin Fun Anthony (“Mr. Tsang”), aged 64, is currently an independent non-executive Director. Mr. Tsang obtained his Master of Business Administration Degree from the City Polytechnic of Hong Kong (now known as City University of Hong Kong) and is a fellow member of the Hong Kong Institute of Certified Public Accountants (FCPA). Mr. Tsang is currently the managing director of Super Concepts Limited in Hong Kong.
Mr. Tsang served as audit manager of Coopers & Lybrand (now
PricewaterhouseCoopers) from 1983 to 1992; as financial controller of Uni Fit Garment Group from 1992 to 1994; as executive director of Vertex Video & Audio Production Group from 1994 to 1995; as general manager (corporate) of Team Concepts Electronics Group from 1995 to 1997; as financial director of Jackin International Group from 1997 to 1998; as alternative director and company secretary of Hwa Kay Thai Group in 1999; as chief financial officer (overseas) of Wai Kee Group from 1999 to 2000; as executive director of Interchina Group from 2000 to 2001; as general manager (corporate) of Vicwood Timber Group from 2002 to 2024 and as managing director of Super Concepts Limited since 2004. Mr. Tsang has been an independent non-executive Director of the Company since June 2022.
Mr. Tsang was appointed as an independent non-executive director of ENM Holdings Limited on 19 January 2024 and as an independent non-executive director of Yangtze Optical Fibre and Cable Joint Stock Limited Company on 22 November 2024, both companies are listed on the Hong Kong Stock Exchange. In the past three years, Mr. Tsang was an independent non-executive director of Crown International Corporate Limited (listed on the Hong Kong Stock Exchange) from November 2021 to March 2022.
Mr. Tsang is a board member of the Hong Kong Hospital Authority, a member of its Executive Committee and the chairman of its Audit & Risk Committee. He is also a member of the Hospital Governing Committee of Pamela Youde Nethersole Eastern Hospital and a member of the Finance and Capital Works Subcommittee of Tuen Mun Hospital.
As at the date of this announcement, Mr. Tsang does not hold any interest in the Company's securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Mr. Tsang does not have any relationships with any Directors, senior management or substantial shareholders of the Company; he has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years; and he does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Tsang as an independent non-executive Director.
Mr. Liu Dengqing (劉登清先生)
Mr. Liu Dengqing ("Mr. Liu"), aged 55, is a graduate of Tsinghua University and holds a doctoral degree. He is currently director, president and CEO of Beijing Zhongqihua Asset Appraisal Co., Ltd. He is a certified public valuer (CPV), real estate appraiser, mining rights appraiser and merger & acquisition practitioner. Mr. Liu is among the first batch of senior members of the China Appraisal Society and the first batch of leading talents in the asset appraisal industry. Mr. Liu serves as a director of the China Association of Chief Financial Officers, a director of the China Appraisal Society, vice chairman of the China Association of Mining Right Appraisal, a member of the first party committee of the Beijing Certified Public Accountants Asset Appraisal Industry, and a director of the Beijing
7
Asset Appraisal Association. He is the chairman of the education and training committee, vice chairman of the standards and technical committee, vice chairman of the disciplinary committee, and a member of the expert committee for Certified Asset Appraiser Qualification Examinations of the China Appraisal Society. Mr. Liu is a member of the Ministry of Finance's asset appraiser qualification examination working committee, an expert for asset appraisal project review under the state-owned assets supervision and administration commission of the State Council, and a member of the expert committee for shareholding and voting rights of the China Securities Investor Services Center. He is also a member of the national steering committee for professional master's degree graduate education in Asset Appraisal, an expert reviewer for the academic degrees and graduate education development center of the Ministry of Education, and serves concurrently as visiting professor, part-time professor and graduate supervisor at various universities. Mr. Liu previously served as a full-time member of the 10th and 11th issuance examination committee of the China Securities Regulatory Commission, a member of the 4th and 5th merger and reorganization committee of the China Securities Regulatory Commission, a member of the first ChiNext listing committee and merger and reorganization committee of the Shenzhen Stock Exchange, and an expert reviewer for state-owned asset appraisal projects of financial enterprises under the Ministry of Finance. He previously served as an independent director of China Spacesat, Hengxin Culture, Huachuang Yangan and Dongfang Electric.
From July 1999 to present, Mr. Liu has served at Beijing Zhongqihua Asset Appraisal Co., Ltd., having held the positions of chief appraiser, senior executive vice president and Chief Appraiser, and currently serves as president and CEO. From December 2009 to December 2017, he served as an independent director of Harbin Electric Company Limited. From September 2014 to May 2019, he served as an independent supervisor of Qingdao Port International Co., Ltd. From November 2014 to June 2021, he served as an independent director of China Spacesat Co., Ltd. From June 2015 to August 2021, he served as an independent director of Hengxin Oriental Culture Co., Ltd. From December 2016 to April 2023, he served as an independent director of Huachuang Yangan Co., Ltd. From June 2018 to June 2024, he served as an independent director of Dongfang Electric Corporation Limited. From December 2020 to present, he has served as an independent director of BetterLife Holding Limited.
As at the date of this announcement, Mr. Liu does not hold any interest in the Company's securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Mr. Liu does not have any relationships with any Directors, senior management or substantial shareholders of the Company; and he has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years. Mr. Liu does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Liu as an independent non-executive Director.
Mr. Miao Zhaoguang(苗兆光先生)
Mr. Miao Zhaoguang ("Mr. Miao"), aged 53, is a graduate of Renmin University of China and holds a doctoral degree. He currently serves as senior partner, vice president and chief strategy and organization expert of Beijing Huaxia Cornerstone Enterprise Management Consulting Co., Ltd., and executive director of Beijing Runhe Hengqing Management Consulting Co., Ltd.
From January 2003 to December 2005, Mr. Miao served as senior consultant at Beijing Hejun Venture Management Consulting Co., Ltd. From January 2006 to December 2010, he served as vice president of Beijing Maipusheng Management Consulting Co., Ltd. From January 2016 to May 2022, he served as an independent director of Beijing Dynamic Power Co., Ltd. From January 2011 to present, he has served as senior partner, vice president and chief strategy and organization expert of Beijing Huaxia Cornerstone Enterprise Management Consulting Co., Ltd. From April 2024 to present, he has served as executive director of Beijing Runhe Hengqing Management Consulting Co., Ltd.
As at the date of this announcement, Mr. Miao does not hold any interest in the Company's securities within the meaning of Part XV of the SFO. As at the date of this announcement, save for the information disclosed in this announcement, Mr. Miao does not have any relationships with any Directors, senior management or substantial shareholders of the Company, and he has not hold directorships in any public companies the securities of which are listed on any securities markets in Hong Kong or overseas during the last three years. Mr. Miao does not hold any position with the Company or any other member of the group of companies of which the Company forms part.
Save for the information disclosed in this announcement, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Miao as an independent non-executive Director.
By order of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
Ma Jinru
Company Secretary
Beijing, 30 May 2025
As of the date of this announcement, 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.
- For identification purposes only