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

Mar 23, 2018

50446_rns_2018-03-23_e2e0c750-47af-4eac-b2f3-77bcb298e7d6.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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Announcement Regarding the Application for the Wholly-owned Subsidiary, Goldwind New Energy (HK) Investment Limited to Issue Overseas Perpetual Bonds and the Provision of Guarantee by the Company

In order to further optimize the financial structure, reduce asset-liability ratio and meet the needs for operation and growth, Xinjiang Goldwind Science &Technology Co., Ltd. (the “ Company ”) intends to issue perpetual bonds overseas.

I. Issue Plan for the Current Overseas Perpetual Bonds:

  1. Issuer: Goldwind New Energy (HK) Investment Limited

  2. Issue Size: the current overseas perpetual bonds to be issued shall not exceed the equivalent of 700 million US Dollars. The final amount of issuance shall be subject to the amount filed and recorded with the National Development and Reform Commission;

  3. Currency: it shall be determined according to the market situation, the fund needs of the Company and the regulatory requirements;

  4. Issue method: the issuance may be made once for all or by installment, subject to the market situation, the fund needs of the Company and the regulatory requirements;

  5. Term: the term of the current overseas perpetual bonds to be issued shall be 3+N years (or 5+N years). There shall be no specific maturity limitations. At the end of the third year (or at the end of the fifth year) after the bonds have been issued, the Company shall have the right to redeem such bonds;

  6. Issue interest rate: the interest rate with respect to the current issuance of the overseas perpetual bonds to be issued shall be determined according to the market situation;

  7. Use of Proceeds: the fund so raised shall be applied towards paying off the existing debts so as to optimize the debt structure, project investment and as general operational capital;

  8. Place to list: The Stock Exchange of Hong Kong Limited or other overseas exchanges;

  9. Guarantor: Xinjiang Goldwind Science & Technology Co., Ltd. The Company shall

provide an unconditional and irrevocable guarantee for the full payment obligations of the issuer under the overseas bonds, and the guarantee shall have the same term as the bond.

  • II. Proposal to the Company’s General Meeting to Authorize the Board of Directorthe “Board”, and the Board to Further Authorize the Chairman of the Board Mr. Wu Gang to Complete the Relevant Matters with respect to the Current Issuance of the Overseas Perpetual Bonds, Including But Not Limited:

    1. to determine the specific plan, specific terms and conditions and relevant matters with respect to the current issuance of the overseas perpetual bonds according to the requirements of the Company and the market conditions, including but not limited to the specific date, amount, interest rate and the specific application of the fund so raised with respect to such issuance;

    2. to make corresponding adjustments with respect to the specific plan of the current issuance according to regulatory opinions when any changes occur to regulatory policies and market conditions, except such matters involving laws, rules and regulations or those having to be voted again at the general meeting of the Company;

    3. to execute all legal documents necessary for the current issuance of the overseas perpetual bonds and authorize any other person of the Company to execute any necessary legal documents and all transaction documents related to the issuance of the overseas bonds, including but not limited to the underwriting agreement, intermediary authorization agreement, subscription agreement, deed of trust, guarantee agreement and other supporting documents related to the issuance of bonds overseas as well as the disclosure document of relevant information according to applicable regulatory rules.

    4. to decide to engage any intermediaries required for the issuance of the overseas perpetual bonds;

    5. to decide on any other matters related to overseas perpetual bonds issuance.

III. Consideration and Decision-Making Procedures

Issue Plan for the Current Overseas Perpetual Bonds has been considered and approved by the Board meeting of the Company dated 23 March 2018 and is subject to the approval by the shareholder at the forthcoming general meeting.

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

* For identification purpose only