GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Capital/Financing Update 2019

Jan 18, 2019

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 ADJUSTMENT OF TOTAL AMOUNT OF PROCEEDS FROM RIGHTS ISSUE AND DETERMINATION OF PROPORTION OF THE RIGHTS ISSUE

Introduction

Reference is made to the announcements of the Company dated 23 March 2018 (the “ Announcement ”), 12 June 2018, 18 July 2018 and 17 December 2018, and the circular of the Company dated 26 April 2018, in relation to, inter alia, the approval of public issue of securities through Rights Issue and authorizations of the Board for the Rights Issue of A Shares and H Shares of the Company.

According to the requirements of the China Securities Regulatory Commission, the Company convened the Board meeting on 18 January 2019 that, which has resolved, among other matters, the adjustment of total amount of proceeds and determination of proportion of the Rights Issue.

Adjustment of Total Amount of Proceeds from the Rights Issue

1. Before the Adjustment:

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 as follows:

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

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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.

2. After the Adjustment:

The gross proceeds from the Rights Issue will not exceed RMB 4,744.183 million. The net proceeds after deducting the cost of issuance will be used as follows:

Unit: RMBten thousand	Unit: RMBten thousand	Unit: RMBten thousand	Unit: RMBten thousand
No.	Project Name	Total Planned Investment Amount	Proposed Use of Proceeds
1	527.5MW Stockyard Hill Wind Farm Project	518,261.06	139,418.30
2	150MW Moorabool North Wind Farm Project	180,339.81	35,000.00
3	Replenishment of workingcapital	-	150,000.00
4	Repayment of interest bearingdebts	-	150,000.00
Total			474,418.30

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.

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 1.9000 A Rights Shares for every ten (10) A Shares. A Rights Share in odd lots will be

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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 1.9000 H Rights Shares for every ten (10) H Shares. The basis and price 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 31 December 2018 and assuming there will be no change in the issued share capital of the Company between 31 December 2018 and the Share Registration Date, the Company shall allot and issue a total of 675,678,627 Rights Shares (comprising a total of 552,167,067 A Shares and a total of 123,511,560 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 proportion of the Rights Issue will be changed, the maximum of Rights Shares shall be adjusted based on the total share capital after such change.

With reference to the resolution of the 2017 Annual General Meeting, 2018 First A Shareholders Class Meeting and 2018 First H Shareholders Class Meeting, the proposal of authorizations of the Board for the Rights Issue of A Shares and H Shares has been approved, and the adjustment of total amount of proceeds and determination of proportion of the Rights Issue will not be proposed to the Shareholders at the general shareholders’ meeting for approval.

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 on 12 June 2018
“2018 First A Shareholders Class Meeting”	the 2018 first class meeting of A Shareholders to be convened by the Company on 12 June 2018
“2018 First H Shareholders Class Meeting”	the 2018 first class meeting of H Shareholders to be convened by the Company on 12 June 2018
“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)
“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	the date to be determined bythe Board or its authorisedperson(s)by

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Registration Date”	reference to which entitlements to the A Share Rights Issue are to be determined
“A Share Rights Issue”	the proposed issue of 552,167,067 A Rights Shares at the Subscription Price on the basis of 1.9000 A Rights Shares for every ten (10) existing A shares held on the relevant A Shares Registration Date
“A Shareholders”	holders of A shares
“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
“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
“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 123,511,560 H Rights Shares at the Subscription Price on the basis of 1.9000 H Rights Shares for every ten (10) existing H Shares held on the H Share Registration Date
“H Shareholder(s)”	holder(s)of the H Shares
“MW”	mega watts
“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)”	H Share(s)and/or A Share(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

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

Company Secretary

18 January 2019

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

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