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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Capital/Financing Update 2025
50446_rns_2025-11-21_945a758a-081d-41b3-a5fa-4be970ee7bd3.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.
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
金風科技股份有限公司
(a joint stock limited liability company incorporated in the People's Republic of China)
Stock Code:02208
CHANGE IN REGISTERED CAPITAL AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
References are made to (1) the announcement of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (the "Company") dated 23 September 2024 in relation to the proposed adoption of the 2024 Restricted A Share Incentive Scheme; (2) the announcement of the Company dated 19 November 2024 in relation to the poll results of the extraordinary general meeting; and (3) the announcement of the Company dated 13 December 2024 in relation to the adjustment of the list of Participants and the number of grants of the Restricted Share Incentive Scheme and the first grant of Restricted Shares to Participants under the Restricted Share Incentive Scheme (collectively referred to as the "Announcements"). Capitalised terms used in this announcement shall have the same meanings as defined in the Announcements unless otherwise defined.
The board of directors of the Company (the "Board") hereby announces that on 21 November 2025, the Board considered and approved, among other things, the resolutions in relation to the change in registered capital and the proposed amendments to the articles of association of the Company (the "Articles of Association"), details of which are set out as follows:
I. CHANGE IN REGISTERED CAPITAL AND SHARE CAPITAL OF THE COMPANY
Among the Participants of the first grant under the Company's 2024 Restricted Share Incentive Scheme, 15 Participants have resigned, and 2 Participants failed the individual performance appraisal for the year 2024. The Company intends to repurchase and cancel 1,279,000 Restricted Shares which have been granted but not yet unlocked held by the aforesaid Participants.
Upon completion of repurchase and cancellation for the Restricted Shares under the Incentive Scheme, the total share capital of the Company will be changed from 4,225,067,647 shares to 4,223,788,647 shares; and the registered capital of the Company will be changed from RMB4,225,067,647 to RMB4,223,788,647.
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II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In view of the above reasons and in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Guidelines for the Articles of Association of Listed Companies, the Company needs to change its total number of issued ordinary shares and registered capital and also amend the Articles of Association, details of which are set out as follows:
| Before the proposed amendments | After the proposed amendments |
|---|---|
| Article 3.07 The total number of issued ordinary shares of the Company would be 4,225,067,647, of which 3,451,495,248 would be domestic shares listed in the PRC, accounting for 81.69% of the total number of ordinary shares issued by the Company, and 773,572,399 would be H Shares, accounting for 18.31% of the total number of ordinary shares issued by the Company. | Article 3.07 The total number of issued ordinary shares of the Company would be 4,223,788,647, of which 3,450,216,248 would be domestic shares listed in the PRC, accounting for 81.69% of the total number of ordinary shares issued by the Company, and 773,572,399 would be H Shares, accounting for 18.31% of the total number of ordinary shares issued by the Company. |
| Article 3.10 The Company’s registered capital will be RMB 4,225,067,647. | Article 3.10 The Company’s registered capital will be RMB 4,223,788,647. |
Save for the abovementioned amendments to the Articles of Association, other articles thereof remain unchanged. The English version of the Articles of Association is unofficial translation of its Chinese version and is for reference only. In case of any discrepancies, the Chinese version shall prevail.
The change in the registered capital of the Company and the corresponding amendments to the Articles of Association are subject to the consideration and approval by the shareholders of the Company at the shareholders' general meeting and the class meetings, and it is proposed that the shareholders' general meeting and the class meetings authorize senior management of the Company to complete the relevant industrial and commercial registration procedures for the change in accordance with the above changes. The circular in respect of the shareholders' general meeting and the class meetings will be issued by the Company in due course.
By order of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
Ma Jinru
Company Secretary
Beijing, 21 November 2025
As of the date of this announcement, the executive directors of the Company are Mr. Wu Gang and Mr. Cao Zhigang; the non-executive directors of the Company are Mr. Gao Jianjun, Ms.
Yang Liying and Mr. Zhang Xudong; the independent non-executive directors of the Company are Mr. Tsang Hin Fun Anthony, Mr. Liu Dengqing and Mr. Miao Zhaoguang; and the employee representative director of the Company is Ms. Yu Ning.
- For identification purposes only
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