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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Capital/Financing Update 2017

Mar 29, 2017

50446_rns_2017-03-29_5d4b4aec-8c07-415a-b7e3-f39f79f64f7f.pdf

Capital/Financing Update

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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 the 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 the announcement.

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PROPOSED ISSUE OF BONDS AND ASSET-BACKED SECURITIES INSIDE OR OUTSIDE OF CHINA

The Board is pleased to announce that the Company proposes to issue Bonds and Asset-Backed Securities inside or outside China to meet the production and operation demand, adjust the debt structure and lower financing cost of the Company.

According to the laws and regulations of the PRC and the Articles, the proposed issue of the Bonds and Asset-Backed Securities inside or outside of China is subject to the approval of the Shareholders by way of a special resolution and relevant regulatory authorities.

A shareholders’ meeting will be convened for, among other things, the approval of the proposed issue of Bonds and Asset-Backed Securities inside or outside of China. A circular containing details of the proposed issue of Bonds and Asset-Backed Securities inside or outside of China, together with the notice of the shareholders’ meeting, is expected to be dispatched to the Shareholders in due course.

In order to meet the production and operation demand, adjust the debt structure and lower financing cost of Xinjiang Goldwind Science & Technology Co., Ltd. (the “Company” ), the board of directors (the “Board” ) has approved the proposed issue of Bonds and Asset-Backed Securities inside or outside China.

* For identification purpose only

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According to the laws and regulations of the PRC and the Articles, the proposed issue of Bonds and Asset-Backed Securities is subject to the approval of the Shareholders by way of a special resolution and relevant regulatory authorities.

1. PROPOSED ARRANGEMENTS FOR THE ISSUE

Issuer:

the Company or its wholly owned subsidiaries

Size of Issue:

not more than RMB 5 billion in aggregate, excluding existing debt financing instruments, and the actual issue amount shall be within the scope of regulatory authorities;

Categories of Issue:

one or several categories of bonds including but not limited to ultra-short-term financing bonds, short-term financing bonds, medium-term bonds, long-term restricted medium-term bonds, and corporate bonds; as well as one or several categories of asset-backed securities including but not limited to asset-backed securities (ABS), asset backed notes (ABN), wind farm real estate investment trusts (wind farm REITs) and other type of asset-backed securities issued in the domestic market and/or the international market;

Issue Mode:

once or by stages, public or non-public offering;

Maturity:

not more than 15 years;

Use of Proceeds:

daily operation of the Company, including but not limited to the supplement of working capital, construction and operation of wind farm projects, the repayment of bank loans and etc.; and

Authorization of Period of Validity:

24 months from the date of the adoption of this motion. If the Board and/or the authorized person authorizes issuance within the period of validity, and the Company and its subsidiary company have obtained regulatory approval, license or registration within the period of validity, then the Company and its subsidiaries are permitted to complete the issuance within the period approved by such regulatory approval, licence or registration.

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2. AUTHORIZATION TO THE BOARD

The Board shall submit to the general meeting of the Shareholders to consider and, if thought fit, approve to grant a general and unconditional mandate to the Board and its subsidiaries, and to approve the Board to further authorize the management of the Company, to deal with, in the best interest of the Company and other market conditions, all matters relating to the proposed issue of Bonds and Asset-Backed Securities within the period of validity, including but not limited to:

(1) decide whether or not to issue, to revise or adjust bonds, to issue what type of bonds or asset-backed securities, size of issue, specific period, variety and scale, specific terms, conditions and other matters;

(2) appoint any intermediary according to the actual requirements of the bonds or asset-backed securities including but not limited to lead underwriter, rating organization, or law firm, and to negotiate, sign, and revise the relevant contracts or agreements, and to sign all necessary legal documents relating to each issue, as well as register, file, or fulfil any of the necessary procedures for each bond or asset backed securities application to the relevant regulatory authorities on behalf of the Company; and

(3) other matters relating to the issuance of Bonds and Asset-Backed Securities inside or outside China, which are not mentioned above.

A shareholders’ meeting will be convened for, among other things, the approval of the proposed issue of Bonds and Asset-Backed Securities.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the meaning set out below:

“Articles” the_Articles of Association_of the Company, as
amended, modified or otherwise supplemented
from time to time;
“Board” the board of directors of the Company;
“Bonds and the bonds and asset-backed securities of not
Asset-Backed Securities” more than RMB 5 billion in aggregate in
principal amount proposed to be issued by the
Company;
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“Company”

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 PRC on 26 March 2001;

“PRC”

the People’s Republic of China, which for the purpose of this announcement only, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan;

“RMB”

Renminbi, the lawful currency of the PRC; and

“Shareholders”

the Shareholders of the Company.

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

Beijing, 29 March 2017

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

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