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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Capital/Financing Update 2018

Mar 26, 2018

50446_rns_2018-03-26_8e219664-fae6-4d0e-a294-c0c40d019b1d.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 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

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INSIDE INFORMATION PROPOSED RIGHTS ISSUE OF A SHARES AND H SHARES

The Board resolved on 23 March 2018 to seek the approval of the Shareholders for the Rights Issue and the relevant authorisations for the Rights Issue. The Rights Issue will comprise the issue of both the A Rights Shares and the H Rights Shares.

It is proposed that the A Shares Rights Issue will be made to all A Shareholders based on the total number of Shares after the market closes on the Share Registration Date of A Shares, on the basis of no more than two (2) A Rights Shares for every ten (10) A Shares. A Rights Share in odd lots will be arranged according to the relevant requirements of the Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation Limited, Shenzhen Branch. It is proposed that the H Shares Rights Issue will be made to all H Shareholders based on the total number of qualified H Shares determined on the Share Registration Date of H Shares, on the basis of no more than two (2) H Rights Shares for every ten (10) H Shares. The basis for A Shares Rights Issue and H Shares Rights Issue are the same.

On the basis of a total of 3,556,203,300 Shares in issue as at the Latest Practicable Date and assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the Share Registration Date, the Company shall allot and issue no more than 711,240,660 Rights Shares (comprising no more than 581,228,492 A Shares and no more than 130,012,168 H Shares). If the total share capital of the Company changes due to bonus issue, capitalization issue and other causes prior to the Rights Issue, the number of Rights Shares to be issued will be adjusted based on the total share capital after such change. The final basis and number of Shares to be issued shall be determined by the Company prior to the Rights Issue through consultation with the lead underwriter(s) having regard to the market conditions and pursuant to the authorisation of the General Meetings.

A Rights Shares Issue will proceed on a non-fully-underwritten basis as required under the applicable PRC laws and regulations, and H Rights Shares will be fully underwritten.

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The Subscription Price is to be determined based on a discount to market price having regard to the trading prices of the A Shares and the H Shares on the markets before the publication of the Rights Issue announcement. The final Subscription Price shall be determined by the Board prior to the Rights Issue pursuant to the authorization of the General Meetings in consultation with the lead underwriter(s) having regard to the market conditions. The Subscription Price for the A Rights Shares and the H Rights Shares (after adjusting for the exchange rates) shall be the same.

The Rights Issue will be subject to, among other matters, the approval of the Shareholders at the 2017 Annual General Meeting, the approval of the H Shareholders at the 2018 First H Shareholders Class Meeting and the approval of the A Shareholders at the 2018 First A Shareholders Class Meeting. A circular containing the notices convening the 2017 Annual General Meeting and the 2018 First H Shareholders Class Meeting will be delivered to the H Shareholders as soon as practicable in accordance with the Articles of Association of the Company.

The Company intends to proceed with the H Share Rights Issue on a fully underwritten basis in accordance with Rule 7.19(1) of the Hong Kong Listing Rules.

Prior to the commencement of the H Share Rights Issue, the Company will make a further announcement and issue the H Share Rights Issue Prospectus, which will contain all relevant details of the Rights Issue, including the definitive basis on which the Rights Shares are to be offered, the maximum number of Rights Shares to be issued, the Subscription Price, the period of closure of the register of members and the Share Registration Date, trading arrangements of the H Rights Shares, the arrangements for excess H Rights Shares, the underwriting arrangements and the expected timetable of the Rights Issue.

This announcement is made pursuant to Rule 13.09 of the Hong Kong Listing Rules.

The H Share Rights Issue is subject to the fulfilment of the conditions set out under the section headed “Conditions of the H Share Rights Issue”. If the conditions are not fulfilled, the H Share Rights Issue will not proceed. Investors are advised to exercise caution when dealing in the H Shares.

Introduction

The Board has resolved on 23 March 2018 that, among other matters, the issue of A Rights Shares and H Rights Shares by way of rights issue be approved.

In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China (the “ Securities Law ”), the Administrative Measures for the Issuance of Securities by Listed Companies, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory rules, the Company has met the regulations and requirement for the Rights Issue by listed companies, and is qualified for the Rights Issue of A Shares and H Shares. The Board has considered and approved the proposed Rights Issue of A Shares and H Shares, details of which are set out below.

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Details of the Proposed Rights Issue of A Shares and H Shares

The Rights Issue will comprise an offer of A Rights Shares and an offer of H Rights Shares to all A Shareholders and Qualified H Shareholders, respectively, on the terms set out below.

(1) Type and nominal
value of Rights Shares:
The A Shares and the H Shares, each with a nominal value of
RMB1.00 per Share.
(2)
Proportion
and
number of Shares to be
issued:
It is proposed that the A Shares Rights Issue will be made to all A
Shareholders based on the total number of Shares after the market
closes on the Share Registration Date of A Shares, on the basis of
no more than two (2) A Rights Shares for every ten (10) A
Shares. A Rights Share in odd lots will be arranged according to
the relevant requirements of the Shenzhen Stock Exchange and
China Securities Depository and Clearing Corporation Limited,
Shenzhen Branch. It is proposed that the H Shares Rights Issue
will be made to all H Shareholders based on the total number of
qualified H Shares determined on the Share Registration Date of
H Shares, on the basis of no more than two (2) H Rights Shares
for every ten (10) H Shares. The basis for A Shares Rights Issue
and H Shares Rights Issue are the same.
On the basis of a total of 3,556,203,300 Shares in issue as at the
Latest Practicable Date and assuming that there will be no change
in the issued share capital of the Company between the Latest
Practicable Date and the Share Registration Date, the Company
shall allot and issue no more than 711,240,660 Rights Shares
(comprising no more than 581,228,492 A Shares and no more
than 130,012,168 H Shares). If the total share capital of the
Company changes due to bonus issue, capitalization issue and
other causes prior to the Rights Issue, the number of Rights
Shares to be issued will be adjusted based on the total share
capital after such change. The final basis and number of Shares to
be issued shall be determined by the Company prior to the Rights
Issue through consultation with the lead underwriter(s) having
regard to the market conditions and pursuant to the authorisation
of the General Meetings.
A Rights Shares will be issued by way of proxy sale according to
the requirements of the Securities Law, and H Rights Shares will
be fullyunderwritten.
(3) Pricing principle: (1)The Subscription Price will not be lower than the most recent
audited net asset value per Share of the Company before the
Rights Issue;
(2)Byreference to valuation indicators such as theprice, price-

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earnings ratio, price-to-book ratio of the Shares in the secondary
market, having regard to the development of the Company and
the interest of Shareholders;
(3)To take into account the funding requirements of the
investment projects as stated in the section headed “Use of
Proceeds” below ; and
(4)To comply with the principle determined by the Company and
lead underwriter(s) after negotiation.
(4) Subscription Price for
theRights Shares:
The Subscription Price is to be determined based on a discount to
market price having regard to the trading prices of the A Shares
and the H Shares on the markets before the publication of the
Rights Issue announcement. The final Subscription Price shall be
determined by the Board prior to the Rights Issue pursuant to the
authorization of the General Meetings in consultation with the
sponsor(s) / lead underwriter(s) having regard to the market
conditions. The Subscription Price for the A Rights Shares and
the H Rights Shares (after adjusting for the exchange rates) shall
be the same.
(5) Target subscribers for
the Rights Issue:
The target subscribers for the A Share Rights Issue shall be all A
Shareholders of the Company as set out in the register of
members kept with China Securities Depository and Clearing
Corporation Limited, Shenzhen Branch after market closes on the
A Share Registration Date, and the target subscribers for the H
Share Rights Issue shall be all Qualified H Shareholders as
determined on the H Share Registration Date.
Xinjiang Wind Power Co., Ltd., China Three Gorges New
Energy Co., Ltd.,, Anbang Life Insurance Co., Ltd., Anbang
Insurance Group Co., Ltd., Hexie Health Insurance Co., Ltd. and
Anbang Annuity Insurance Co., Ltd., which are shareholders of
the Company, have indicated that they will fully subscribe for
their A Rights Shares entitlement under the proposed Rights
Issue (the “Undertaking”).
(6) Use of proceeds: Please refer to the section headed “Use of Proceeds” below for
details.
(7)Distribution plan for
the
accumulated
undistributed
profits
prior to the Rights Issue:
The accumulated undistributed profits of the Company prior to
the completion of the Rights Issue shall be shared by all
Shareholders on a pro-rata basis after completion of the A Rights
Issue and H Rights Issue.
(8) Effective period of the
resolutions:
The effective period of the resolutions on the proposed Rights
Issue shall be twelve (12) months starting from the date on which
the resolutions are approved bythe Company’s General

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Meetings.
(9) Issue Period: The Rights Shares will be issued to all Shareholders in due
course during the prescribed period after the Rights Issue is
approved by the CSRC.
(10) Listing of Rights
Shares:
The A Shares offered in the Rights Issue will be listed on the
Shenzhen Stock Exchange according to relevant requirements
after the completion of A Shares Rights Issue.
The H Shares offered in the Rights Issue will be listed on The
Stock Exchange of Hong Kong Limited according to relevant
requirements after the completion of H Shares Rights Issue.

Use of Proceeds

The gross proceeds from the Rights Issue will not exceed RMB 5,000 million. The net proceeds after deducting the cost of issuance will be used for the 527.5MW Stockyard Hill Wind Farm Project, the 150MW Moorabool North Wind Farm Project, replenishment of working capital, the repayment of interest bearing debts, as follows:

Unit:RMB ten thousand Unit:RMB ten thousand Unit:RMB ten thousand Unit:RMB ten thousand
No. Project Name Total Planned Investment
Amount
Proposed Use of
Proceeds
1 527.5MW Stockyard Hill Wind
Farm Project
518,261.06 165,000.00
2 150MW Moorabool North Wind
Farm Project
180,339.81 35,000.00
3 Replenishment of workingcapital - 150,000.00
4 Repayment of interest bearing
debts
- 150,000.00
Total 500,000.00

If the net proceeds raised are less than the amount of proceeds proposed to be invested in the above projects, the shortfall shall be raised by the Company on its own. On the condition that these projects are not changed, the Board of the Company may make appropriate adjustments to the sequence and amount of proceeds for the above projects with reference to their actual requirements. From the approval of the plan of the Rights Issue by the Board meeting of the Company up to when the proceeds raised are available for use, the Company shall, in accordance with the operational condition and development plan, invest in such projects using other internal capital resources which will be replaced with the proceeds when they are in place, according to the procedures stipulated by relevant laws and regulations.

Qualified H Shareholders

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The Company will send the H Share Rights Issue Prospectus to the Qualified H Shareholders (and to the Excluded Shareholders for information purposes only).

To be qualified for the H Share Rights Issue, a Shareholder must:

(i) be registered as an H Shareholder of the Company on the H Share Registration Date; and (ii) not be an Excluded Shareholder.

Before the commencement of the H Share Rights Issue, the Company will announce the date by which the H Shareholders must lodge any transfers of existing H Shares (together with the relevant H Share certificates) with the Company’s Hong Kong Share registrar, in order for the transferee to be registered as an H shareholder of the Company on or before the H Share Registration Date.

H Share Registration Date

The H Share Registration Date and the trading arrangements for the nil-paid H Rights Shares will be fixed by the Board later and once so fixed, a further announcement will be made by the Company afterward. The H Share Rights Issue is subject to the fulfillment of the conditions set out in the section headed “Conditions of the H Share Rights Issue”. The H Share Registration Date shall not precede the date of the General Meetings or the date on which relevant PRC governmental and regulatory approvals have been granted to the Company in relation to the Rights Issue.

Trading of the H Rights Shares

Dealings in the H Rights Shares in both their nil-paid and fully-paid forms registered with the Company’s Hong Kong Share registrar will be subject to the payment of stamp duty in Hong Kong. A further announcement will be made by the Company regarding the trading arrangements for the H Rights Shares (in both forms) after such arrangements have been finalised by the Board.

Status of the H Rights Shares

The H Rights Shares, when allotted and fully paid, will rank pari passu in all respects with the H Shares then in issue. Holders of such fully-paid H Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment and issue of the H Rights Shares.

Rights of Overseas Shareholders

The H Share Rights Issue Prospectus will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. The Company will make enquiries regarding the feasibility of extending the H Share Rights Issue to any Overseas Shareholders. If, based on advice received from the relevant legal advisers, the Board considers that it is necessary or expedient not to offer the H Rights Shares to certain Overseas Shareholders (that is, those

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Overseas Shareholders who are the Excluded Shareholders) on account either of the legal restrictions under the laws of the place of his/her/their registered address(es) or the requirements of the relevant regulatory body or stock exchange in that place, the H Share Rights Issue will not be made available to the Excluded Shareholders.

The Company will send copies of the H Share Rights Issue Prospectus to the Excluded Shareholders for information purposes only, but the Company will not send any provisional allotment letters or excess application forms (if applicable) to the Excluded Shareholders. Arrangements will be made for the H Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders, to be sold in the market in their nil-paid form as soon as practicable after the commencement of the dealings in the nil-paid H Rights Shares, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid on a pro rata basis to the Excluded Shareholders, provided that the Company will pay individual amounts of more than HK$100 to the relevant Excluded Shareholders in Hong Kong dollars and will retain individual amounts of HK$100 or less for its own benefit.

Application for Excess H Rights Shares

Qualified H Shareholders may apply, by way of excess application, for any H Rights Shares to which unsold entitlements of the Excluded Shareholders relate and for any H Rights Shares provisionally allotted to the Qualified H Shareholders but not accepted.

Application for excess H Rights Shares may be made by completing the excess application form to be despatched to the Qualified H Shareholders together with the H Share Rights Issue Prospectus and lodging the same with a separate remittance for such excess H Rights Shares. The Board will allocate the excess H Rights Shares at its discretion on a fair and equitable basis but will give preference to topping-up odd lots to whole board lots.

Conditions of the Successful H Share Rights Issue

It is expected that the H Share Rights Issue is conditional upon the fulfilment of the following matters:

(i) the approval of the Rights Issue by the Shareholders at the 2017 Annual General Meeting; (ii) the approval of the Rights Issue at the 2018 First A Shareholders Class Meeting and the 2018 First H Shareholders Class Meeting, respectively;

(iii) the approval of the CSRC for the Rights Issue;

(iv) the Listing Committee of the Hong Kong Stock Exchange agreeing to grant the listing of, and permission to deal in, the H Rights Shares in their nil-paid and fully-paid forms, either unconditionally or subject to such conditions which the Company accepts and the satisfaction of such conditions (if any) by no later than the date of posting of the H Share Rights Issue Prospectus; and

(v) the delivery to the Hong Kong Stock Exchange all documents in relation to the H Share Rights Issue and filing and registration of such documents as required by law to be filed by and registered with the Registrar of Companies in Hong Kong.

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None of the above conditions for completion of the H Share Rights Issue may be waived by the Company or has been satisfied as at the date of this announcement. If the conditions are not fulfilled, the H Share Rights Issue will not proceed.

Conditions of the Successful A Share Rights Issue

It is expected that the A Share Rights Issue is conditional upon the fulfilment of the following matters:

(i) the approval of the Rights Issue by the Shareholders at the 2017 Annual General Meeting;

(ii) the approval of the Rights Issue at the 2018 First A Shareholders Class Meeting and the 2018 First H Shareholders Class Meeting, respectively;

(iii) the approval of the CSRC for the Rights Issue;

(iv) the fulfillment of the Undertaking to be made prior to the convening of the General Meetings; and

(v) the subscription of the A Rights Shares by the A Shareholders being at least 70% of the A Share Rights Issue.

None of the above conditions for completion of the A Share Rights Issue may be waived by the Company or has been satisfied as at the date of this announcement. If the conditions are not fulfilled, the A Share Rights Issue will not proceed.

Registered Capital and Amendments to the Articles of Association

As a result of the completion of the Rights Issue, the registered capital and the total number of shares of the Company will increase and certain amendments will be made to the Articles of Association of the Company in relation to such increase in the registered capital and the total number of shares of the Company. The Company will duly comply with the relevant PRC laws and regulations and the requirements as set out under the Hong Kong Listing Rules in respect of such amendments to the Articles of Association of the Company. Details of such amendments will be provided to the Shareholders in a further announcement to be issued by the Company in due course.

Underwriting

The Company intends to proceed with the H Share Rights Issue on a fully underwritten basis in accordance with Rule 7.19(1) of the Hong Kong Listing Rules and such underwriting will be conducted in accordance with the requirements of the Hong Kong Listing Rules. Details of the underwriting arrangement in relation to the Rights Issue will be provided to the Shareholders in a further announcement on the Rights Issue to be issued by the Company in due course. However, the A Share Rights Issue will proceed on a non-fully-underwritten basis as required under the applicable PRC laws and regulations. Under the applicable PRC laws and regulations and as classified by the CSRC, the A Share Rights Issue may only proceed if the subscription level of the A Rights Shares is at least 70% of the A Share Rights Issue. The rights to subscribe for the A Shares which are not taken up will lapse and no new A Shares will be issued or allotted pursuant to such rights.

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Further Announcement and Issue of H Share Rights Issue Prospectus in relation to the Rights Issue

Prior to the commencement of the H Share Rights Issue, the Company will make a further announcement and issue the H Share Rights Issue Prospectus, which will contain all relevant details of the Rights Issue, including the definitive basis on which the Rights Shares are to be offered, the maximum number of Rights Shares to be issued, the Subscription Price, the period of closure of the register of members and the Share Registration Date, trading arrangements of the H Rights Shares, the arrangements for excess H Rights Shares, the underwriting arrangements and the expected timetable of the Rights Issue.

Shareholding Structure of the Company

The following table sets out the Company’s current shareholding structure and its proposed shareholding structure upon completion of the Rights Issue (assuming the Rights Issue is conducted on the basis of two (2) Rights Shares for every ten (10) existing Shares with full subscription for the Rights Shares and assuming there is no change in the issued share capital of the Company between the Latest Practicable Date and the Share Registration Date):

Share
class
Total number
of Shares in
issue
before the
Rights
Issue as at
the Latest
Practicable
Date




Percentage
of the total
number of
Shares in
issue



Number of
Shares to be
issued under
the
Rights Issue



Total number
of Shares in
issue
immediately
after the
Rights Issue




Percentage
of the total
number of
Shares in
issue
immediately
after the
Rights Issue
HShares 650,060,840 18.28% 130,012,168 780,073,008 18.28%
AShares 2,906,142,460 81.72% 581,228,492 3,487,370,952 81.72%
**Total ** 3,556,203,300 100% 711,240,660 4,267,443,960 100%

The following table sets out the Company’s current shareholding structure and its proposed shareholding structure upon completion of the Rights Issue (assuming the Rights Issue is conducted on the basis of two (2) Rights Shares for every ten (10) existing Shares with 70% subscription level for the A Rights Shares and full subscription for the H Rights Shares and assuming there is no change in the issued share capital of the Company between the Latest Practicable Date and the Share Registration Date):

Share
class
Total
number
of Shares in
issue
before the
Rights
Percentage
of the total
number of
Shares in
issue
Number of
Shares to be
issued under
the
Rights Issue
Total number
of Shares in
issue
immediately
after the
Rights Issue




Percentage
of the total
number of
Shares in
issue
immediately

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Issue as at
the Latest
Practicable
Date

after the
Rights Issue
HShares 650,060,840 18.28% 130,012,168 780,073,008 19.06%
AShares 2,906,142,460 81.72% 406,859,945 3,313,002,405 80.94%
**Total ** 3,556,203,300 100% 536,872,113 4,093,075,413 100%

Shareholders’ Approval

The Rights Issue will be subject to the approval of the Shareholders at the 2017 Annual General Meeting, the approval of the A Shareholders at the 2018 First A Shareholders Class Meeting and the approval of the H Shareholders at the 2018 First H Shareholders Class Meeting by special resolutions.

Circular

A circular containing the notices convening the 2017 Annual General Meeting and the 2018 First H Shareholders Class Meeting will be delivered to the H Shareholders as soon as possible in accordance with the Articles of Association of the Company.

Definitions

“150MW Moorabool
North
Wind
Farm
Project”
the 150MW Wind Farm Project owned and operated by Goldwind
Capital (Australia) Pty Ltd inMoorabool North WindFarm in
Australia
“527.5MW Stockyard
Hill
Wind
Farm
Project”
[the 527.5 MW Wind Farm Project owned and
operated by Goldwind Capital (Australia) Pty Ltd in Stockyard Hill
Farm in Australia]
“2017
Annual
General Meeting”
the 2017 Annual General Meeting to be convened by the Company, the
date of which will be separately determined and notified by the
chairman of the Board in accordance with laws and regulations as well
as the Articles of Associations in theprinciple of most convenience
“2018
First
A
Shareholders Class
Meeting”
the 2018 first class meeting of A Shareholders to be convened by the
Company, the date of which will be separately determined and notified
by the chairman of the Board in accordance with laws and regulations
as well as the Articles of Associations in the principle of most
convenience
“2018
First
H
Shareholders
Class
Meeting”
the 2018 first class meeting of H Shareholders to be convened by the
Company, the date of which will be separately determined and notified
by the chairman of the Board in accordance with laws and regulations
as well as the Articles of Associations in the principle of most
convenience
“A Rights Shares” the new A shares proposed to be allotted and issued to A Shareholders
pursuant to the A Share Rights Issue (less any A shares not taken up by
A Shareholders)

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“A Shares” domestic listed shares with a par value of RMB1.00 each in the share
capital of the Company, listed on the Shenzhen Stock Exchange and
traded in Renminbi
“A
Share
Registration Date”
the date to be determined by the Board or its authorised person(s) by
reference to which entitlements to the A Share Rights Issue are to be
determined
“A
Share
Rights
Issue”
the proposed issue of up to 581,228,492 A Rights Shares at the
Subscription Price on the basis of up to two (2) A Rights Shares for
every ten (10) existing A shares held on the relevant A Shares
Registration Date
“A Shareholders” holders of A shares
“Articles
of
Association”
the Articles of Association of the Company (as amended from time to
time)
“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
“Board” the board of directors of the Company
“CSRC” China Securities RegulatoryCommission
“Directors” the directors of the Company
“Excluded
Shareholder(s)”
overseas Shareholder(s) whom the Board, based on legal opinions
provided by legal advisers, considers it necessary or expedient to
exclude on account either of the legal restrictions under the laws of the
place of his/her/their registered address(es) or the requirements of the
relevant regulatorybodyor stock exchange in thatplace
“General Meetings” means collectively, the 2017 Annual General Meeting, the 2018 First
A Shareholders Class Meeting and the 2018 First H Shareholders Class
Meeting
“H Rights Shares” the new H Shares proposed to be allotted and issued to the Qualified H
Shareholders pursuant to the H Share Rights Issue
“H Share(s)” overseas listed share(s) with a par value of RMB1.00 each in the share
capital of the Company, listed on the Hong Kong Stock Exchange and
traded in HongKongdollars
“H Share
Registration Date”
the date to be determined by the Board or its authorised person(s) by
reference to which entitlements to the H Share Rights Issue are to be
determined
“H
Share
Rights
Issue”
the proposed issue of up to 130,012,168 H Rights Shares at the
Subscription Price on the basis of up to two (2) H Rights Shares for
everyten(10)existingH Shares held on the H Share Registration Date
“H Shareholder(s)” holder(s)of the H Shares
“HK$” Hong Kong dollars, the lawful currency of Hong Kong Special
Administrative Region of the PRC
“Hong Kong Listing
Rules”
the Rules Governing the Listing of Securities on The Stock Exchange
of HongKongLimited
“HongKongStock The Stock Exchange of HongKongLimited

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Exchange”
“Latest
Practicable
Date”
23 March 2018, being the last practicable date to determine certain
information as set forth herein prior to the publication of this
announcement
“MW” mega watts
“Overseas
Shareholder(s)”
H Shareholders whose name(s) appear on the register of members of
the Company on the H Share Registration Date and whose registered
address(es)is/are in aplace outside HongKong
“PRC” the People’s Republic of China but excluding, for the purposes of this
announcement only, Hong Kong, Macau Special Administrative
Region of the PRC and Taiwan
“Qualified
H Shareholder(s)”
H Shareholders whose name(s) appear(s) on the register of members of
the Company on the H Share Registration Date and who are not
Excluded Shareholders
“Rights Issue” the H Share Rights Issue and the A Share Rights Issue
“Rights Share(s)” the H Rights Share(s)and the A Rights Share(s)
“RMB” Renminbi,the lawful currencyof the People’s Republic of China
“Share(s)” HShare(s)and/or AShare(s)
“Shareholder(s)” holder(s)of the H Shares and/or A Shares of the Company
“Share
Registration
Date”
the A Share Registration Date and/or the H Share Registration Date
“Subscription Price” the final subscription price for the A Rights Shares and the H Rights
Shares to be offeredpursuant to the Rights Issue

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

23 March 2018

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

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