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

Mar 23, 2018

50446_rns_2018-03-23_fdf7bb30-bd0c-4ca2-a299-83ab8b95456f.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.

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OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited .

The board of directors (the “ Board ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) hereby enclose the announcement entitled the “ The Company's 2018 Plan for Public Issue of Securities through Rights Issue ” which has been published by the Company on the website of the Shenzhen Stock Exchange for your reference.

By order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

Ma Jinru

Company Secretary

Beijing, 23 March 2018

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 the independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.

* For identification purpose only

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Xinjiang Goldwind Science&Technology Co.,Ltd

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The Company's 2018 Plan for Public Issue of Securities through Rights Issue

March 2018

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

The Company’s board of directors and all members thereof warrant that this announcement contains no misrepresentations, misleading statements or material omissions, and they are jointly and severally responsible for the truth, accuracy and completeness of the information contained in this announcement.

Important Notice:

  1. Ways of public issue of securities: the securities will be issued by way of rights issue of shares to the original shareholders (Rights Issue).

  2. The Plan for Public Issue of Securities through Rights Issue has been considered and approved by the Fifteenth Meeting of the Sixth Session of the board of directors of the Company (the “Board”) , but it still requires the approval of the shareholders’ general meeting of the Company, and subjects to the approval of the China Securities Regulatory Commission (“CSRC”) before its implementation.

  3. The substantial shareholders have already undertaken to subscribe for the all A Share Rights Issue in cash.

I. The issue complies with the provisions of public issue through rights issue as stipulated in the relevant laws and regulations

Pursuant to the Company Law , the Securities Law , the Administrative Measures , the Regulatory Requirements on Guiding and Standardizing the Financing Behavior of Listed Companies , the Listing Rules of The Hong Kong Stock Exchange and other relevant laws, regulations and normative documents, after careful self-examination on each item, the Board, by reference to the requirements of relevant qualifications and conditions for A-share and H-share listed companies’ rights issue, believes that the Company complies with the provisions and requirements of A-share and H-share listed companies’ rights issue as stipulated in the relevant laws, regulations and normative documents and possesses the qualifications and conditions for Rights Issue, and thus agrees that the Company may submit relevant Rights Issue matters to the shareholders' general meeting for its discussion, and apply for a Rights Issue to the CSRC.

II. Overview of issue

(I) Type and par value of the issued shares

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

The types of shares issued through this Rights Issue are A share and H share, with the par value of RMB1.00 per share.

(II) Way of issue

The shares will be issued by way of rights issue of shares to the original shareholders (Rights Issue).

(III) Basis, ratio and amount of Rights Issue

It is planned that the total number of shares immediately after the closing of the record date for the proposed A share Rights Issue will used as the base for the A share Rights Issue, and up to two shares will be issued to each A shareholder for every ten shares. The Rights Issue of fractional shares will be handled in accordance with the relevant rules of Shenzhen Stock Exchange and China Securities Depository & Clearing Corp. Ltd. Shenzhen Branch. It is planned that the total number of shares immediately after the closing of the record date for the proposed H share Rights Issue will used as the base for the H share Rights Issue, and up to two shares will be issued to each H shareholder for each ten shares. A shares and H shares will be issued at the same ratio.

If the Company’s 3,556,203,300 shares in total as of the date of the plan for the Rights Issue is used as the base, the total number of shares to be issued this time will not exceed 711,240,660, in which the number of A shares to be issued will not exceed 581,228,492 and the number of H shares to be issued will not exceed 130,012,168. In the event that the total number of the Company’s shares changes for the Company’s scrip issue, capitalization of capital reserves or any other reason before the implementation of the Rights Issue, the number of shares to be issued will be correspondingly adjusted on the basis of the total number of shares after the change. The general meeting of the Company will authorize the Company to determine the final ratio of Rights Issue and number of shares issued after consultation with the sponsor (lead underwriter) according to the market conditions before the Rights Issue.

(IV) Pricing principle and Rights Iissuedssue price

  1. Pricing principle

(1) The Rights Issue price will not be less than the Company's latest audited net asset value per share prior to the issue;

(2) It will make reference to the Company’s stock price in the secondary market, price-earnings ratio, price-to-book ratio and other valuation metrics, and will comprehensively take into account of the Company’s development and shareholders’ interests and other factors;

(3) It will consider the amount of fund required by the project in which the Proceeds will be invested;

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

(4) It will follow the principles determined by the Board and sponsor (lead underwriter) through negotiation.

  1. Rights Issue price

Pursuant to the A shares and H shares market trading information prior to publishing the announcement of issue, the Rights Issue price will be calculated on the basis of average trading price of the Company’s A share for the 20 trading days prior to publishing the announcement of issuance, and will be determined in accordance with the market discount method. The shareholder’s general meeting of the Company will authorize the Board to determine the final price of the Rights Issue after consultation with the sponsor (lead underwriter) according to the market conditions before the Rights Issue. Upon the adjustment to the exchange rate, the Rights Issue price of A share and H share shall be the same.

(V) Rights Issue target

The issued A shares will be placed to all A share shareholders, whose name are on the register of the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the record date for the proposed A share Rights Issue. The issued H shares will be issued to all H share shareholders as determined on the record date for the proposed H share Rights Issue.

The substantial shareholders have undertaken to fully subscribe for the shares issued in accordance the Plan for Rights Issue in cash.

(VI) Distribution plan of the accumulated undistributed profits prior to the Rights Issue

The accumulated undistributed profits prior to the Rights Issue will be enjoyed by all shareholders proportionally to their shareholding after the completion of Rights Issue of A shares and H shares.

(VII) Time of issue

Subject to the approval of the CSRC, it will place the shares to all shareholders within a specified time limit.

(VIII) Underwriting method

With respect to the Rights Issue, A shares will be issued by way of proxy sale and H shares will be issued by way of underwriting.

(IV) Purpose of Proceeds from this Rights Issue

The total amount of Proceeds from this Rights Issue will not exceed RMB5,000,000,000. After deducting the expenses of issue, the net Proceeds will be used for Stockyard Hill Wind Farm 527.5MW Project, Moorabool North Wind Farm 150MW Project, supplement of working capital, repayment of interest-bearing liabilities. The particulars are as follows:

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Unit: in ten thousand

Serial
No.
Name of Project Total
amount
planned to be
invested in the
project
Amount
of
Proceeds planned
to be used
1 Stockyard Hill Wind Farm
527.5MW Project
518,261,06 165,000.00
2 Moorabool Norh Wind Farm
150MW Project
180,339.81 35,000.00
3 Supplement
of
working
capital
- 150,000.00
4 Repayment
of
interest-bearingliabilities
- 150,000.00
In total 500,000.00

If the net Proceeds from this Rights Issue is less than those planned to be used in

connection with the above-mentioned projects, the shortage shall be funded by the Company itself. Without changing the projects invested with the Proceeds from this Rights Issue, the Board may, according to the actual needs of the projects, appropriately adjust the investment sequence and amount of the Proceeds raised for the forgoing projects. During the period from the meeting of the approval by the Board and approval of the Plan of Rights Issue to the availability of the Proceeds from this Rights Issue, the Company may invest in such projects with the self-raised fund in accordance with the operating conditions and development plan and will be reimbursed after the availability of Proceeds in accordance with the relevant regulations.

(X) The valid term of the resolution of this Rights Issue

The resolution of this Rights Issue will be valid within 12 months after the obtaining the consideration and approval of such resolution from shareholders’ general meeting .

(XI) The listing and trading of the issued shares

After the completion of A share Rights Issue, the issued A share will be listed and traded in Shenzhen Stock Exchange in accordance with the relevant regulations.

After the completion of H share Rights Issue, the issued H share will be listed and traded on The Stock Exchange of Hong Kong Limited in accordance with the relevant regulations.

The Plan of Rights Issue has been approved by the Fifteenth Meeting of the Sixth Session of the Board held on March 23, 2018, and subjects to the approval of the CSRC before its implementation.

III. Financial accounting information and management discussions and analysis

The Company’s 2015, 2016 and 2017 financial reports were audited by Ernst & Young Hua Ming LLP (special general partnership), who has issued audit reports with standard

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

unqualified opinion titled “An Yong Hua Ming (2016) Shen Zi No. 60794011_A01” , “An Yong Hua Ming (2017) Shen Zi No. 60794011_A01” and “An Yong Hua Ming (2018) Shen Zi No. 60794011_A01”.

(I) Consolidated Financial Sheet

1. Consolidated Balance Sheet

Unit: in ten thousand

Unit: in ten thousand
2017.12.31 2016.12.31 2015.12.31
Current assets:
Currency funds 773,953.33 827,436.69 630,637.13
Financial assets measured at
fair value through profit or
loss for the currentperiod
1,264.00 2,593.73 -
Available-for-sale
financial
assets
105,000.00 75,000.00 -
Bills receivable 204,693.79 219,884.37 99,234.91
Accounts receivable 1,500,128.19 1,454,761.19 1,353,403.26
Prepayments 70,110.13 58,854.60 46,772.06
Interest receivable 857.50 21.25 -
Dividends receivable 1,161.70 2,063.41 265.17
Other receivables 96,663.15 79,608.74 41,075.91
Inventories 408,301.16 319,227.99 303,720.02
Assets classified as held for
sale
- 179,364.87 -
Non-current assets due within
one year
49,748.06 33,638.25 14,512.58
Other current assets 96,251.67 57,206.94 39,043.15
Total current assets 3,308,132.70 3,309,662.01 2,528,664.19
Non-current assets:
Financial assets measured at
fair value through profit or
loss for the currentperiod
1.79 198.58 412.10
Derivative financial products 1,605.25 - -
Available-for-sale
financial
assets
116,821.00 119,132.46 90,112.08
Held to maturity investments 4,999.61 4,999.52 -
Long-term receivables 711,600.36 443,996.17 376,077.93

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Long-term equity investments 239,074.49 130,796.23 104,719.95
Investment properties 6,790.42 7,080.03 7,369.64
Fixed assets 1,807,967.52 1,709,355.82 953,944.24
Construction in progress 475,880.35 238,513.29 747,566.99
Intangible assets 246,928.79 100,259.23 70,557.99
Development expenses 8,736.26 6,554.34 3,097.39
Goodwill 49,760.06 47,442.86 31,625.88
Long-term deferred expenses 5,883.98 5,738.06 5,959.95
Deferred tax assets 160,138.50 151,739.05 133,843.61
Other non-current assets 134,462.87 168,248.84 203,288.13
Total non-current assets 3,970,651.24 3,134,054.49 2,728,575.90
Total assets 7,278,783.94 6,443,716.50 5,257,240.08
Current liabilities
Short-term borrowings 205,492.56 180,365.42 131,947.40
Bills payable 466,572.15 487,912.12 482,681.82
Accounts payable 1,059,116.06 959,359.94 944,779.96
Receipts in advance 465,815.74 322,505.29 188,939.39
Employee benefits payable 62,899.98 66,733.50 60,653.58
Tax payables 33,540.75 61,005.54 70,526.24
Interest payable 9,557.70 9,107.71 5,549.78
Dividends payable 7,638.81 5,000.00 -
Other payables 72,850.45 60,343.75 38,533.26
Liabilities classified as held
for sale
- 65,009.99 -
Non-current
liabilities
due
within one year
399,218.66 89,043.43 43,256.53
Anticipated liabilities 177,328.85 159,911.10 129,021.16
Bonds payable - - -
Total current liabilities 2,960,031.72 2,466,297.81 2,095,889.12
Non-current liabilities
Long-term borrowings 1,507,604.11 1,186,654.57 838,857.07
Bonds payable 80,976.89 355,249.28 237,205.36
Long-term payables 92,313.39 86,429.88 91,338.02
Anticipated liabilities 209,689.07 236,676.89 220,269.94

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Deferred income 35,426.61 32,442.02 28,811.26
Deferred tax liabilities 45,242.04 10,086.61 5,808.92
Total non-current liabilities 1,971,252.12 1,907,539.25 1,422,290.58
Total liabilities 4,931,283.83 4,373,837.07 3,518,179.70
Owners' equity
Share capital 355,620.33 273,554.10 273,554.10
Other equity instrument 149,511.85 149,511.85 -
Including: perpetual debt 149,511.85 149,511.85 -
Capital reserve 817,518.24 818,529.51 819,480.30
Other comprehensive income 17,087.36 -11,323.18 -20,240.49
Surplus reserve 119,731.93 109,442.59 81,617.71
Undistributed profit 809,199.64 657,900.34 521,732.99
Total
equity
attributable to owners of the
parent company
2,268,669.35 1,997,615.20 1,676,144.61
Minority interests 78,830.76 72,264.23 62,915.78
Total owners’ equity 2,347,500.11 2,069,879.43 1,739,060.39
Total liabilities and owners’
equity
7,278,783.94 6,443,716.50 5,257,240.08

2. Consolidated Income Statement

Unit: in ten thousand

For the year of 2017 For the year of 2016 For the year of
2015
I.
Total
operating
income
2,512,945.60 2,639,582.93 3,006,209.96
Operating income 2,512,945.60 2,639,582.93 3,006,209.96
II. Total operating costs 2,311,526.42 2,375,023.08 2,735,107.91
Operating costs 1,753,045.78 1,867,141.41 2,209,301.32
Tax and surcharge 16,092.89 16,464.94 16,586.10
Selling expenses 190,578.45 203,278.61 275,706.61
Administrative expenses 247,309.83 190,961.36 163,575.64
Financial expenses 78,583.06 75,989.79 49,143.52
Impairment loss of assets 25,916.41 21,186.97 20,794.72
Net gains from changes -1,566.89 2,362.39 -2,246.47

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

in fair values
Net investment income 121,290.94 62,185.59 36,232.75
Including: Gains arising
from
investments
in
associated enterprises and
joint ventures
21,031.04 19,175.13 16,153.74
Losses
arising
from
disposal of assets
-294.20 -238.62
Other income 30,019.06 - -
III. Operating profits 350,868.09 328,869.20 305,088.32
Add:
Non-operating
income
822.86 28,749.44 24,253.02
Less:
Non-operating
expenses
2,635.35 2,423.01 4,658.37
IV. Total profits 349,055.60 355,195.63 324,682.97
Less: Income tax 34,174.93 44,622.44 37,143.85
V. Net profits 314,880.66 310,573.19 287,539.12
Less: Gains or losses
from minority interests
9,414.97 10,275.00 2,589.42
Net
profits
attributable to owners of
the parent company
305,465.69 300,298.20 284,949.70
Add:
Other
comprehensive income
28,410.54 8,917.31 -7,164.94
VI.
Total
comprehensive income
343,291.20 319,490.50 280,374.18
Less:
Total
comprehensive
income
attributable to minority
shareholders
9,414.97 10,275.00 2,589.42
Total comprehensive
income
attributable
to
ordinary shareholders of
theparent company
333,876.23 309,215.51 277,784.76
VII. Earnings per share
Basic earnings per
share
0.8390 0.8339 1.0522
Diluted earnings per
share
0.8390 0.8339 1.0522

3. Consolidated Statement of Cash Flows

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Unit: in ten thousand

Unit: in ten thousand
For the year of 2017 For the year of
2016
For the year of
2015
I. Cash inflows from operating activities
Cash received from sales of
goods, provision of services
2,304,183.94 2,172,303.15 2,258,626.89
Tax refund received 30,814.41 25,521.38 23,929.05
Other cash received relating
to operatingactivities
102,078.00 70,969.13 105,545.48
Subtotal of cash inflows from
operating activities
2,437,076.36 2,268,793.66 2,388,101.43
Cash paid for goods purchased,
services rendered
1,509,829.16 1,390,931.05 1,409,281.73
Cash paid to or on behalf of
employees
211,013.27 162,706.31 120,661.51
Taxes paid 188,887.49 203,983.83 220,796.07
Other cash paid relating to
operatingactivities
225,001.55 200,918.19 159,749.29
Subtotal of cash outflows from
operating activities
2,134,731.48 1,958,539.38 1,910,488.61
Net
cash
flows
from
operating activities
302,344.88 310,254.27 477,612.82
II. Cash inflows from investment activities
Cash received from recovery
of investments
23,735.96 65,466.67 13,452.99
Cash from investment income 31,272.60 21,351.18 29,935.71
Net cash from disposal of fixed
assets, intangible assets and
other long-term assets
454.81 4,461.59 1,415.82
Net cash from disposal of
subsidiaries
and
other
operatingentities
29,710.73 4,526.13 24,180.47
Other cash received relating to
investment activities
30,713.97 16,899.11 9,150.49
Subtotal of cash inflows from
investment activities
115,888.07 112,704.67 78,135.49
Cash paid for purchase of fixed
assets, intangible assets and
other long-term assets
490,536.46 565,260.76 746,411.23
Cash paid for investments 117,655.62 195,325.00 23,566.65
Net cash paid for acquisition of
subsidiaries
and
other
operatingentities
180,401.68 26,380.33 15,374.29

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Other cash paid relating to
investment activities
37,089.03 26,851.43 17,300.38
Subtotal of cash outflows
from investment activities
825,682.80 813,817.52 802,652.55
Net
cash
flows
from
investment activities
-709,794.73 -701,112.85 -724,517.06
III.
Cash
inflows
from
financing activities
Cash
received
from
investments
6,489.50 154,699.46 46,630.89
Cash
received
from
borrowings
813,907.84 750,704.40 523,656.40
Other cash received relating to
financingactivities
221.62 1,627.78 3,469.49
Cash received from issue of
bonds
- 120,290.00 232,188.85
Subtotal of cash inflows from
financing activities
820,618.96 1,027,321.64 805,945.63
Cash paid for repayment of
debts
332,734.32 294,681.50 716,856.05
Cash paid for distribution of
dividends, profits or repayment
of interests
145,716.02 205,359.88 180,968.70
Including:
Dividends
and
profits
paid
to
minority
shareholders bysubsidiaries
3,653.77 7,313.63 2,503.87
Other cash paid relating to
financingactivities
3,979.58 2,626.23 5,102.09
Subtotal of cash outflows
from financing activities
482,429.93 502,667.61 902,926.84
Net
cash
flows
from
financing activities
338,189.03 524,654.03 -96,981.21
IV. Effect of exchange rate
changes on cash
-8,767.11 4,707.80 5,645.87
V. Net increase in cash and
cash equivalents
-78,027.93 138,503.26 -338,239.57
Add: Balance of cash and cash
equivalents at the beginning of
theperiod
752,646.28 614,143.02 952,382.60
VI. Balance of cash and cash
equivalents at the end of the
period
674,618.35 752,646.28 614,143.02

(II) Parent Company’s Financial Statements

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

1. Parent Company’s Balance Sheet

Unit: RMB: in ten thousand

2017.12.31 2016.12.31 2015.12.31
Current assets:
Currency funds 318,176.79 432,614.77 413,901.46
Available-for-sale
financial assets
105,000.00 75,000.00
Bills receivable 151,057.34 218,580.49 83,781.66
Accounts receivable 964,647.26 1,006,042.64 889,661.69
Prepayments 28,802.28 27,664.04 15,726.96
Interest receivable 15,316.03 20,577.48 6,863.85
Other receivables 589,862.35 371,802.48 648,514.69
Dividends receivable 61,924.58 177,340.23
Inventories 180,084.15 148,830.29 163,638.95
Other current assets 16,617.20 12,410.30 5,329.31
Total current assets 2,431,487.98 2,490,862.72 2,227,418.58
Non-current assets:
Available-for-sale
financial assets
240.00 240.00
Held
to
maturity
investments
4,999.61 4,999.52
Long-term receivables 453,621.18 254,059.39 279,107.66
Long-term
equity
investments
1,217,464.07 1,213,043.13 1,071,726.87
Investment properties 6,066.52 6,280.31 6,494.10
Fixed assets 20,754.18 17,285.63 14,931.64
Construction in progress 989.56 296.95 10.36
Intangible assets 14,932.38 8,705.98 5,599.80
Development expenses 15,679.21 18,319.15 2,423.07
Long-term
deferred
expenses
- 44.48 167.26
Deferred tax assets 64,187.40 64,793.24 55,543.32
Other non-current assets - 17,506.16 17,409.20
Total non-current assets 1,798,934.11 1,605,573.94 1,453,413.29

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Total assets 4,230,422.09 4,096,436.66 3,680,831.88
Current liabilities:
Short-term borrowings 133,615.83 165,587.36 131,947.40
Bills payable 391,972.61 431,731.89 478,335.10
Accounts payable 647,023.60 592,636.46 475,632.41
Receipts in advance 330,198.62 253,019.02 164,023.90
Employee
benefits
payable
21,287.00 22,814.57 22,869.90
Tax payables 1,009.91 21,342.91 34,777.89
Interest payable 12,903.15 13,186.16 1,469.16
Dividends payable 5,000.00 5,000.00
Other payables 447,044.50 357,705.29 599,050.32
Non-current liabilities due
within oneyear
103,970.98 18,423.65
Anticipated liabilities 136,792.93 124,378.94 98,001.87
Total current liabilities 2,230,819.13 2,005,826.26 2,006,107.95
Non-current liabilities:
Long-term borrowings 1,700.00 36,585.00 32,468.00
Bonds payable 80,976.89 151,934.09 49,580.87
Long-term payables 60,306.01 59,166.09 68,783.33
Anticipated liabilities 164,837.36 188,548.02 160,310.11
Deferred
income-non-current
liabilities
8,483.43 12,253.87 12,819.88
Total
non-current
liabilities
316,303.69 448,487.07 323,962.18
Total liabilities 2,547,122.82 2,454,313.33 2,330,070.13
Owners’ equity (Shareholders’ equity):
Paid in capital (or share
capital)
355,620.33 273,554.10 273,554.10
Other equity instrument 149,511.85 149,511.85
Capital reserve 826,471.05 826,471.05 826,471.05
Other
comprehensive
income
-63.56 -156.91 -63.85
Surplus reserve 119,837.59 109,548.25 81,723.37

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Undistributed profit 231,922.01 283,195.00 169,077.07
Total owners’ equity 1,683,299.27 1,642,123.33 1,350,761.75
Total
liabilities
and
owners’ equity
4,230,422.09 4,096,436.66 3,680,831.88

2. Parent Company’s Income Statement

Unit: RMB: in ten thousand

For the year of 2017 For the year of
2016
For the year
of 2015
I. Total operating income 1,595,562.57 1,827,044.74 1,863,639.41
Operating income 1,595,562.57 1,827,044.74 1,863,639.41
II. Total operating costs 1,562,485.26 1,721,467.62 1,722,106.15
Operating costs 1,334,676.13 1,516,727.95 1,526,715.19
Tax and surcharge 6,270.46 8,601.34 7,445.94
Selling expenses 139,413.11 143,718.47 151,341.79
Administrative expenses 84,110.17 55,608.09 45,336.26
Financial expenses -1,404.12 -6,910.93 -10,766.88
Impairment loss of assets -580.49 3,722.70 2,033.84
Investment income 65,478.45 179,758.61 39,650.87
Including: Gains arising
from
investments
in
associated enterprises and
joint ventures
178.46 717.26 438.37
Gains
(losses)
arising
from the disposal of assets
3.77 -94.77
Other income 12,664.73
III. Operating profits 111,224.26 285,240.96 181,184.13
Add:
Non-operating
income
212.48 9,518.04 6,687.13
Less:
Non-operating
expenses
419.63 629. 36 2,678.56
IV. Total profits 111,017.11 294,129.64 185,192.70
Less: Income tax 8,123.71 15,880.87 21,366.18
V. Net profits 102,893.40 278,248.77 163,826.52
VI. Total comprehensive
income
102,986.76 278,155.70 163,747.65

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

3. Parent Company’s Statement of Cash Flows

Unit: in ten thousand

Unit: in ten thousand
Items For the year of 2017 For
the
year of 2016
For the year
of 2015
I.Cash flows from operating activities:
Cash received from sales of goods,
provision of services
1,414,811.88 1,421,658.82 1,422,809.83
Tax refund received 8,093.24 1,481.18 1,245.80
Other
cash
received
relating
to
operatingactivities
101,796.25 41,791.99 78,827.66
Subtotal
of
cash
inflows
from
operating activities
1,524,701.37 1,464,931.99 1,502,883.29
Cash paid for goods purchased,
services rendered
1,059,683.89 1,406,406.05 1,648,969.12
Cash paid to or on behalf of employees 27,759.70 24,898.88 24,123.22
Taxes paid 68,861.87 100,519.99 89,605.66
Other cash paid relating to operating
activities
355,401.93 112,689.16 83,757.66
Subtotal
of
cash
outflows
from
operating activities
1,511,707.39 1,644,514.08 1,846,455.65
Net cash flows from operating
activities
12,993.98 -179,582.09 -343,572.36
II. Cash flows from investment activities:
Cash received from recovery of
investments
- - 71.75
Cash from investment income 142,963.10 1,800.35 57,570.75
Net cash from disposal of fixed assets,
intangible assets and other long-term
assets
33.59 5.00 17.97
Other
cash
received
relating
to
investment activities
218,378.48 825,927.01 813,395.23
Subtotal
of
cash
inflows
from
investment activities
361,375.17 827,732.36 871,055.70
Cash paid for purchase of fixed assets,
intangible assets and other long-term
assets
6,992.35 7,176.83 3,027.41
Cash paid for investments 87,740.55 220,959.00 104,164.00
Other cash paid relating to investment
activities
318,537.18 568,845.13 507,715.04

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Subtotal
of
cash
outflows
from
investment activities
413,270.08 796,980.96 614,906.45
Net cash flows from investment
activities
51,894.91 30,751.40 256,149.25
III. Ccash flows from financing activities:
Cash received from investments - 149,511.85 33,631.09
Cash received from borrowings 147,615.82 189,399.53 192,194.22
Other
cash
received
relating
to
financingactivities
- - 183,039.53
Cash received from issue of bonds - 120,290.00 49,850.00
Subtotal
of
cash
inflows
from
financing activities
147,615.82 459,201.38 458,714.84
Cash paid for repayment of debts 198,817.73 152,765.10 534,692.21
Cash paid for distribution of dividends,
profits or repayment of interests
73,089.80 138,582.78 130,520.76
Other cash paid relating to financing
activities
1,211.58 381.76 2,563.79
Subtotal
of
cash
outflows
from
financing activities
273,119.10 291,729.64 667,776.77
Net
cash
flows
from
financing
activities
-125,503.28 167,471.75 -209,061.93
IV. Effect of exchange rate changes
on cash
-33.77 72.25 210.27
V. Net increase in cash and cash
equivalents
-164,437.97 18,713.31 -296,274.77
Balance of cash and cash equivalents
at the beginning of the period
432,614.77 413,901.46 710,176.23
VI. Balance of cash and cash
equivalents at the end of the period
268,176.79 432,614.77 413,901.46

(III) Management’s Analysis and Discussion

1. Main financial indicators for the latest 3 years

(1) Main financial indicators

Main financial indicators 2017-12-31
/For the year of
2017
2016-12-31
/ For the
year
of
2016
2015-12-31
/ For the
year
of
2015

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Liquidity ratio (times) 1.12 1.34 1.21
Quick ratio (times) 0.98 1.21 1.06
Gearing ratio (consolidated) 67.75% 67.88% 66.92%
Gearing ratio (parent company) 60.21% 59.91% 63.30%
Accounts
receivable
turnover
(times/year)
1.70 1.88 2.47
Inventory turnover ratio (times/year) 4.82 5.99 6.61
Net cash flow from operating activities
of each share(yuan/share)
0.85 1.13 1.75
Net cash flow per share (yuan/share) -0.22 0.51 -1.24

Note: with respect to the forgoing indicators, except for the parent company’s

gearing ratio, all other indicators are calculated in accordance with the criteria of the consolidated statements.

(2) Return on net assets and earnings per share

Item 2017 2016 2015
Before deduction of non-recurring profit and loss
Weighted average return on net assets
(%)
15.04 16.87 18.13
Basic earnings per share (yuan) 0.84 0.83 1.05
Diluted earnings per share (yuan) 0.84 0.83 1.05
After deduction of non-recurring profit and loss
Weighted average return on net assets
(%)
14.12 15.99 17.16
Basic earnings per share (yuan) 0.79 0.79 1.00
Diluted earnings per share (yuan) 0.79 0.79 1.00

Note: Basic earnings per share and weighted average return on net assets are

calculated in accordance with the Rule No. 9 on Preparation of Information Disclosures

by Companies that Have Issued Securities – Calculation and Disclosure of Return on Equity and Earnings per Share (revised in 2010)

2. Brief analysis of Company’s financial position

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

(1) For the latest 3 years, the Company's asset structure is as follows

Unit: in ten thousand

Unit: in ten thousand
Items 2017-12-31 Percentage 2016-12-31 Percentag
e
2015-12-31 Percentag
e
Current assets:
Currency
funds
773,953.33 10.63% 827,436.69 12.84% 630,637.13 12.00%
Financial assets
measured at fair
value
through
profit or loss for
the
current
period
1,264.00 0.02% 2,593.73 0.04% - -
Available-for-sal
e financial assets
105,000.00 1.44% 75,000.00 1.16% - -
Bills receivable 204,693.79 2.81% 219,884.37 3.41% 99,234.91 1.89%
Accounts
receivable
1,500,128.19 20.61% 1,454,761.1
9
22.58% 1,353,403.2
6
25.74%
Prepayments 70,110.13 0.96% 58,854.60 0.91% 46,772.06 0.89%
Interest
receivable
857.50 0.01% 21.25 0.00% - -
Dividends
receivable
1,161.70 0.02% 2,063.41 0.03% 265.17 0.01%
Other
receivables
96,663.15 1.33% 79,608.74 1.24% 41,075.91 0.78%
Inventories 408,301.16 5.61% 319,227.99 4.95% 303,720.02 5.78%
Assets classified
as held for sale
- - 179,364.87 2.78% - -
Non-current
assets due within
oneyear
49,748.06 0.68% 33,638.25 0.52% 14,512.58 0.28%
Other
current
assets
96,251.67 1.32% 57,206.94 0.89% 39,043.15 0.74%
Total
current
assets
3,308,132.70 45.45% 3,309,662.0
1
51.36% 2,528,664.1
9
48.10%
Non-current assets:
Financial assets
measured at fair
value
through
profit or loss for
the
current
period
1.79 0.00% 198.58 0.00% 412.1 0.01%
Derivative
financial
products
1,605.25 0.02%
Available-for-sal
e financial assets
116,821.00 1.60% 119,132.46 1.85% 90,112.08 1.71%
Held to maturity
investments
4,999.61 0.07% 4,999.52 0.08% - -
Long-term
receivables
711,600.36 9.78% 443,996.17 6.89% 376,077.93 7.15%
Long-term
equity
239,074.49 3.28% 130,796.23 2.03% 104,719.95 1.99%
Investment
properties
6,790.42 0.09% 7,080.03 0.11% 7,369.64 0.14%
Fixed assets 1,807,967.52 24.84% 1,709,355.8
2
26.53% 953,944.24 18.15%

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Construction in
progress
475,880.35 6.54% 238,513.29 3.70% 747,566.99 14.22%
Intangible assets 246,928.79 3.39% 100,259.23 1.56% 70,557.99 1.34%
Development
expenses
8,736.26 0.12% 6,554.34 0.10% 3,097.39 0.06%
Goodwill 49,760.06 0.68% 47,442.86 0.74% 31,625.88 0.60%
Long-term
deferred
expenses
5,883.98 0.08% 5,738.06 0.09% 5,959.95 0.11%
Deferred
tax
assets
160,138.50 2.20% 151,739.05 2.35% 133,843.61 2.55%
Other
non-current
assets
134,462.87 1.85% 168,248.84 2.61% 203,288.13 3.87%
Total
non-current
assets
3,970,651.24 54.55% 3,134,054.4
9
48.64% 2,728,575.9
0
51.90%
Total assets 7,278,783.94 100.00% 6,443,716.5
0
100.00% 5,257,240.0
8
100.00%

During the reporting period, the asset size of the Company generally showed a continuous upward trend. Total assets as at the end of 2016 increased by RMB 11,864,764,200 as compared to the end of 2015, representing an increase of 22.57%; Total assets as at the end of 2017 increased by RMB 8,350,674,400 as compared to the end of 2016, representing an increase of 12.96%; At the end of 2015, 2016 and 2017, the Company's current assets accounted for 48.10%, 51.36% and 45.45% of the total assets respectively, and the non-current assets accounted for 51.90%, 48.64% and 54.55% of the total assets respectively.

During the reporting period, the current assets were mainly comprised of accounts receivable, inventories and monetary capital, which accounted for a high proportion of current assets and had a greater influence on the changes in current assets. The non-current assets of the Company accounted for a relatively high proportion of the total assets, and the proportion remained stable during the reporting period. With respect to the non-current assets of the Company, fixed assets and long-term receivables were the major components thereof.

(2) Analysis of liabilities

At the end of each reporting period, the liabilities composition of the Company is as follows:

Unit: in ten thousand

Item 2017-12-31 Percentage 2016-12-31 Percentag
e
2015-12-31 Percentage
Current liabilities:
Short-term
borrowings
205,492.56 4.17% 180,365.42 4.12% 131,947.40 3.75%
Bills payable 466,572.15 9.46% 487,912.12 11.16% 482,681.82 13.72%

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Accounts payable 1,059,116.06 21.48% 959,359.94 21.93% 944,779.96 26.85%
Receipts
in
advance
465,815.74 9.45% 322,505.29 7.37% 188,939.39 5.37%
Employee benefits
payable
62,899.98 1.28% 66,733.50 1.53% 60,653.58 1.72%
Tax payables 33,540.75 0.68% 61,005.54 1.39% 70,526.24 2.00%
Interest payable 9,557.70 0.19% 9,107.71 0.21% 5,549.78 0.16%
Dividends payable 7,638.81 0.15% 5,000.00 0.11% - -
Other payables 72,850.45 1.48% 60,343.75 1.38% 38,533.26 1.10%
Liabilities
classified as held
for sale
- - 65,009.99 1.49% - -
Non-current
liabilities
due
within oneyear
399,218.66 8.10% 89,043.43 2.04% 43,256.53 1.23%
Anticipated
liabilities
177,328.85 3.60% 159,911.10 3.66% 129,021.16 3.67%
Total
current
liabilities
2,960,031.72 60.03% 2,466,297.8
1
56.39% 2,095,889.12 59.57%
Non-current liabilities:
Long-term
borrowings
1,507,604.11 30.57% 1,186,654.5
7
27.13% 838,857.07 23.84%
Bonds payable 80,976.89 1.64% 355,249.28 8.12% 237,205.36 6.74%
Long-term
payables
92,313.39 1.87% 86,429.88 1.98% 91,338.02 2.60%
Anticipated
liabilities
209,689.07 4.25% 236,676.89 5.41% 220,269.94 6.26%
Deferred income 35,426.61 0.72% 32,442.02 0.74% 28,811.26 0.82%
Deferred
tax
liabilities
45,242.04 0.92% 10,086.61 0.23% 5,808.92 0.17%
Total
non-current
liabilities
1,971,252.12 39.97% 1,907,539.2
5
43.61% 1,422,290.58 40.43%
Total liabilities 4,931,283.83 100.00% 4,373,837.0
7
100.00% 3,518,179.70 100.00%

With the rapid growth of the Company's production and sales scale, the total liabilities of the Company increased year by year in the reporting period. At the end of 2015, 2016 and 2017, the total liabilities of the Company were RMB RMB35,181,797,000, RMB43,738,370,700 and RMB49,312,838,300 respectively. The Company’s liabilities composition at the end of each reporting period was relatively balanced with the current liabilities accounting for 59.57%, 56.39% and 60.03% respectively.

(3) Analysis of Solvency

At the end of each reporting period, the Company’s main solvency indicators are as follows:


i
Main
financial
ndicators
2017-12-31
/For the year
2016-12-31
/ For the year
2015-12-31
/ For the

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

of 2017 of 2016 year
of
2015
Liquidity ratio (times) 1.12 1.34 1.21
Quick ratio (times) 0.98 1.21 1.06
Gearing
ratio
(consolidated)
67.75% 67.88% 66.92%
Gearing
ratio
(parent
company)
60.21% 59.91% 63.30%

At the end of each reporting period, the Company's liquidity ratio was 1.21, 1.34 and 1.12 respectively, and the quick ratio was 1.06, 1.21 and 0.98 respectively. During the reporting period, the Company's overall liquidity ratio and quick ratio were at a relatively low level. The reason for lower liquidity ratio and quick ratio at the year end of 2017 was mainly due to the lower balance of currency fund, and the relative higher balance of inventory caused by the undelivered wind turbine at the end of 2017.

At the end of each reporting period, the consolidated gearing ratio of the Company was 66.92%, 67.88% and 67.75% respectively. The gearing ratio of the parent company was 63.30%, 59.91% and 60.21% respectively. Generally, during the reporting period, the Company's consolidated criteria and the parent company's gearing ratio were relatively high, but it was relatively stable overall, which is mainly attributable to the Company’s maintenance of a sound financial policy.

During the reporting period, the Company's gearing ratio was generally at a relatively high level. Enlarging the capital of the Company by virtue of public issue of securities through Rights Issue will help reduce the Company's financial leverage and improve the liability composition.

(4) Analysis of operation capacity

During the reporting period, the main financial indicators of the Company’s assets turnover are as follows:

turnover are as follows:
Main
financial
indicators
2017-12-31
/For the year
of 2017
2016-12-31
/
For
the
year of 2016
2015-12-31
/
For
the
year of 2015
Accounts
receivable
turnover (times/year)
1.70 1.88 2.47
Inventory turnover ratio
(times/year)
4.82 5.99 6.61

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

For the years of 2015, 2016 and 2017, the Company's accounts receivable turnover was 2.47, 1.88 and 1.70 respectively. The increase in the accounts receivable turnover in 2015 was mainly due to the fact that the tariff adjustment policy at the end of 2015 increased the demand of installed capacity, which led to the growth of the Company's sales revenue.

For the years of 2015, 2016 and 2017, the Company's inventory turnover ratio was 6.61, 5.99 and 4.82 respectively. The increase in inventory turnover ratio in 2015 was mainly due to the increase in cost of sales caused by the increase in sales revenue. At the end of 2017, the balance of inventory was increased for satisfying the demand for delivery in 2018, which resulted in the decrease of turnover ratio.

(5) During the reporting period for the profitability analysis, the Company's main profitability indicators are as follows:

Unit: in ten thousand

Unit: in ten thousand
Item For the year
of 2017
For
the
year of 2016
For the year
of 2015
Operating income 2,512,945.60 2,639,582.93 3,006,209.96
Operating costs 1,753,045.78 1,867,141.41 2,209,301.32
Operating profits 350,868.09 328,869.20 305,088.32
Total profits 349,055.60 355,195.63 324,682.97
Net Profits 314,880.66 310,573.19 287,539.12
Net profits attributable to
owners
of
the
parent
company
305,465.69 300,298.20 284,949.70
Gross margin 30.24% 29.26% 26.51%

During the reporting period, the operating income of the Company was somewhat fluctuated, which mainly due to the fluctuation of market demand caused by the fluctuation of industrial policies. In 2015, the new installed capacity in China is larger, which led to the Company's higher sales revenue. During the reporting period, the gross margin of the Company increased steadily. Net profits attributable to owners of the parent company were RMB2,849,497,000, RMB3,002,982,000 and RMB3,054,656,900 respectively. Profitability increased continuously.

IV. Purpose of Proceeds from this Rights Issue

The total amount of Proceeds from this Rights Issue will not exceed RMB5,000,000,000. After deducting the expenses of issue, the net Proceeds will be used for Stockyard Hill Wind Farm 527.5MW Project, Moorabool North Wind Farm 150MW Project, supplement of working capital, repayment of interest-bearing liabilities. The particulars are as follows:

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

Unit: in ten thousand

Serial
No.
Name of Project Total
amount
planned to be
invested in the
project
Amount
of
Proceeds planned
to be used
1 Stockyard Hill Wind Farm
527.5MW Project
518,261.06 165,000.00
2 Moorabool North Wind Farm
150MW Project
180,339.81 35,000.00
3 Supplement
of
working
capital
- 150,000.00
4 Repayment
of
interest-
bearingliabilities
- 150,000.00
In total 500,000.00

If the net Proceeds from this Rights Issue is less than those planned to be used in connection with the above-mentioned projects, the shortage shall be funded by the Company itself. Without changing the projects invested with the Proceeds from this Rights Issue, the Board of the Company may, according to the actual needs of the projects, appropriately adjust the investment sequence and amount of the Proceeds raised for the forgoing projects. During the period from the meeting of the Board’s approval of the Rights Issue plan to the availability of the Proceeds from this Rights Issue, the Company may invest in such projects with the self-raised fund in accordance with the operating conditions and development plan and will be reimbursed after the availability of Proceeds in accordance with the relevant regulations.

V. Dilution of Immediate Returns by Share Rights Issue and Remedial Measures

After the completion of issue through Rights Issue, the Company's total share capital and net assets will have a certain degree of increase, but it may take some time if using Proceeds to generate benefits, which may lead to the decline in the earnings per share, the weighted average return on net assets and other indicators at a certain degree, namely, after the issue of shares through Rights Issue, there is a risk of dilution of the immediate return.

At the Fifteenth Meeting of the Sixth Session of the Board of the Company held on March 23, 2018, the Company deliberated and approved the Proposal on Dilution of Immediate Returns by Company’s Rights Issue and Remedial Measures. Concurrent with the disclosure of such Proposal, the Company also disclosed the Announcement on Dilution of Immediate Returns by Rights Issue and Remedial Measures.

The special Remedial Measures formulated by the Company for responding to the risk that the immediate returns will be diluted do not mean any guarantee of the Company’s future

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

profits. The investors shall not make their investment decisions by relying thereon. The Company assumes no liabilities for compensation with respect to the losses suffered by investors arising from their investment decisions made by relying thereon.

VI. The Company’s Distribution of Profits

(I) Profits Distribution Policy set forth in the Articles of Association

As of the date on which this Plan is disclosed, the Profits Distribution Policy set forth in the Articles of Association is as follows:

  1. Ways of the Company’s Distribution of Profits

The Company’s dividend in the next three years will be distributed in the form of cash, stock or a combination thereof, with a priority on cash distribution.

  1. Principle of the Company’s Distribution of Profit

Under the circumstance that the Company is profitable and the accumulative undistributed profits are positive, and at the same time the cash flow is sufficient to meet the requirements of continuing operations and long-term development, the Company shall distribute the dividends in cash.

When the Company actually distributes profits, the Board shall propose the cash dividends policy in accordance with the procedures set forth in the Company’s Articles of Association after comprehensively considering its industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and differentiating the following circumstances: (1) if the Company's development falls into the mature stage and there are no major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 80%; (2) if the Company's development falls into the mature stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 40%; (3) if the Company's development falls into the growth stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 30%. If the Company's development stage is difficult to be differentiated but there are major capital expenditure arrangements, it may be dealt with in accordance with the preceding provisions.

If the Company is in good operating condition, and the Board believes that the size of the Company's share capital does not match the scale of operations, and distribution of share dividends are beneficial to the overall interests of the Company's shareholders, it may propose and implement a Plan for Distribution of Share Dividends.

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

The Company shall make the distribution based on the profits available for distribution as listed in the consolidated accounting statements and the parent company's accounting statements (whichever is lower).

In principle, the Company shall distribute the dividends once a year. The Board of the Company may propose to distribute the interim dividends base on the profitability of the Company.

(II) Shareholder Return Plan

The Board has formulated a Xinjiang Goldwind Shareholder Return Plan 2018-2020 (“Return Plan”) in accordance with the Circular on Further Settling the Issues Concerning the Payment of Cash Dividends by Listed Companies and No. 3 Guideline for the Supervision of Listed Companies – Cash Dividends of Listed Companies promulgated by the CSRC and the Articles of Association of the Company, taking into account profit distribution factors such as the operation and development of the Company, social capital costs, and the external financing environment.

1. Basis of the Return Plan

The Return Plan is formulated in accordance with relevant laws and regulations and the Articles of Association of the Company in respect of profit distribution, with a focus on providing investors with reasonable investment returns and maintaining the sustainable development and the continuous, stable profit distribution policy of the Company.

2. Factors Considered

A continuous, stable distribution mechanism for investors is to be established based on an analysis of the Company’s operation and development, social capital costs and the external financing environment, taking into account the current and future profits, cash flow, development progress, capital needs for project investment and bank credit of the Company, in addition to the financing environment.

3. Return Plan 2018-2020

The Company’s dividend in the next three years will be distributed in the form of cash, stock or a combination thereof, with priority given to cash distribution.

Subject to the Company’s realized profit and a cash flow sufficient for the Company’s normal operation and long-term development, the Company will place emphasis on shareholders’ investment return by implementing an active cash distribution mechanism.

During the period from 2018 to 2020, when the Company actually distributes profits, the Board shall propose the cash dividends policy in accordance with the procedures set forth in the Company’s Articles of Association after comprehensively considering its industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and differentiating the following circumstances:

Xinjiang Goldwind Science&Technology Co.,Ltd

The Company's 2018 Plan for Public Issue of Securities through Rights Issue

(1) if the Company's development falls into the mature stage and there are no major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 80%;

(2) if the Company's development falls into the mature stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 40%;

(3) if the Company's development falls into the growth stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 30%. If the Company's development stage is difficult to be differentiated but there are major capital expenditure arrangements, it may be dealt with in accordance with the preceding provisions.

If the Company is in good operating condition, and the Board believes that the size of the Company's share capital does not match the scale of operations, and distribution of share dividends are beneficial to the overall interests of the Company's shareholders, it may propose and implement a Plan for Distribution of Share Dividends.

Xinjiang Goldwind Science & Technology Co., Ltd

Board of Directors March 23, 2018