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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Governance Information 2018

Oct 26, 2018

50446_rns_2018-10-26_af85a1cb-4939-41e6-a021-17cbde64a9ef.pdf

Governance Information

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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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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to relevant requirements of Company Law , Articles Guidance for Listing Companies (2016 Revision) and other laws and regulations, the board of Xinjiang Goldwind Science & Technologies Co., Ltd. Proposes to amend the Company’s Articles of Association (the “ Articles of Association ”). Details of the proposed amendments are as follows:

Article 1.01:

These Articles of Association (these “ Articles ”) have been formulated in order to protect the lawful rights and interests of the Company and its shareholders and creditors, and to govern the activities and organization of the Company. These Articles are formulated in accordance with relevant national laws and administrative regulations, including the Company Law of the PRC , the Securities Law of the PRC , the Special Regulations , the Mandatory Provisions , and the Guidelines on Articles of Association .

The Company is a company limited by shares incorporated in accordance with the Company Law of the PRC and other relevant national laws and administrative regulations.

Following authorization by the Approval regarding the Incorporation of Xinjiang Goldwind Science & Technology Co., Ltd. (Xin Zheng Han [2001] No. 29) issued by the government of Xinjiang Uyghur Autonomous Region (“ Xinjiang ”), the Company was established by way of the overall restructuring of Xinjiang New Wind Kegongmao Co., Ltd.. On 26 March 2001, that Company received its business license upon registration with the Administration for Industry and Commerce of Xinjiang.

The Company was jointly founded by 5 Corporate Shareholders and 9 Individual Shareholders.

Following authorization by the Notice regarding Approval of the IPO of Xinjiang Goldwind Science & Technology Co., Ltd. (Zheng Jian Fa [2007] No. 453) issued by the China Securities Regulatory Commission (the “ CSRC ”) on 5 December 2007, the Company initially offered 50 million Renminbi

(“ RMB ”) denominated ordinary shares to the public and became listed on the Shenzhen Stock Exchange (the “ SZSE ”) on 26 December 2007.

Business License Number of the Company is: 650000410001060.

is proposed to be amended to :

These Articles of Association (these “ Articles ”) have been formulated in order to protect the lawful rights and interests of the Company and its shareholders and creditors, and to govern the activities and organization of the Company. These Articles are formulated in accordance with relevant national laws and administrative regulations, including the Company Law of the PRC , the Securities Law of the PRC , the Special Regulations , the Mandatory Provisions , and the Guidelines on Articles of Association .

The Company is a company limited by shares incorporated in accordance with the Company Law of the PRC and other relevant national laws and administrative regulations.

Following authorization by the Approval regarding the Incorporation of Xinjiang Goldwind Science & Technology Co., Ltd. (Xin Zheng Han [2001] No. 29) issued by the government of Xinjiang Uyghur Autonomous Region (“ Xinjiang ”), the Company was established by way of the overall restructuring of Xinjiang New Wind Kegongmao Co., Ltd.. On 26 March 2001, that Company received its business license upon registration with the Administration for Industry and Commerce of Xinjiang.

The Company was jointly founded by 5 Corporate Shareholders and 9 Individual Shareholders. Each initiator uses their equity shares in the Xinjiang New Wind Engineering and Commercial Co., Ltd. that total RMB32,343,459.10 of book value of net assets and end 31 December 2000 to convert into 32,300,000 shares without discount rate as capital input for the Company. RMB 43,459.10 balance has enrolled into capital reserves. All the verified amount has been paid in full on 8 March 2001. Each initiator shareholder and their shareholding and percentage at the time of establishment are as followed:

No. Name of Initiatior Name of Initiatior Shareholding
ten thousands shares
Percentage
%
1 Xinjiang WindPowerCo.,Ltd. 1,232.25 38.15
2 China Water Conservancy Investment
GroupCo.,Ltd.
819.77 25.38
3 TaoYi 159.24 4.93
4 Xinjiang WindPower Institute 158.27 4.90
5 Wei Hongliang 125.00 3.87
6 Gu Baoyu 116.93 3.62
7 Xinjiang Solar Energy
Development Co.,Ltd.
Technology 115.31 3.57
8 WangBin 105.62 3.27
9 Hu Nan 90.44 2.80
10 Ma Hui 87.53 2.71
11 Wu Gang 63.31 1.96
12 Guo Jian 61.05 1.89
13 WangJin 54.26 1.68
14 Beijing
Junhe
Huiye
Consulting Co.,Ltd.
Investment 41.02 1.27
Total Capital 3,230.00 100.00

Following authorization by the Notice regarding Approval of the IPO of Xinjiang Goldwind Science & Technology Co., Ltd. (Zheng Jian Fa [2007] No. 453) issued by the China Securities Regulatory Commission (the “ CSRC ”) on 5 December 2007, the Company initially offered 50 million Renminbi (“ RMB ”) denominated ordinary shares to the public and became listed on the Shenzhen Stock Exchange (the “ SZSE ”) on 26 December 2007.

Business License Number of the Company is: 650000410001060.

The proposed amendments to the Articles of Association are subject to the approval by the shareholders of the Company at the general shareholders’ meeting to be convened by the Board in due course.

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

Beijing, 26 October 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 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