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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Proxy Solicitation & Information Statement 2026
50446_rns_2026-05-06_634ad86b-35d3-453d-9a2d-34ad57ac0cec.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser.
If you have sold or transferred all your shares in GOLDWIND SCIENCE&TECHNOLOGY CO., LTD., you should at once hand this circular together with the accompanying form(s) of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
Goldwind
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)
(1) REPURCHASE OF A SHARES THROUGH CENTRALIZED PRICE BIDDING
(2) AMENDMENT TO THE REMUNERATION MANAGEMENT SYSTEM
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING
AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
The EGM, ACM and HCM will be held at the Company's Conference Room, No. 8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:50 p.m. on Tuesday, 26 May 2026. Notices convening the EGM and HCM are set out on pages 38 to 42 in this circular. Please refer to relevant documents published on the website of CNINFO (www.cninfo.com.cn) for meeting materials of the ACM.
The corresponding form(s) of proxy for use in connection with the EGM and HCM are enclosed herewith and published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the EGM and/or HCM, please complete and return the form(s) of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 24 hours, before the time designated for holding such meetings or any adjournment thereof. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM and/or HCM or any adjourned meetings should you so wish.
6 May 2026
- For identification purpose only
CONTENTS
page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I – EXPLANATORY STATEMENT ... 16
APPENDIX II – REMUNERATION MANAGEMENT SYSTEM ... 22
NOTICE OF EXTRAORDINARY GENERAL MEETING ... 38
NOTICE OF H SHAREHOLDERS’ CLASS MEETING ... 41
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"A Shares"
ordinary shares issued by the Company, with RMB denominated par value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in RMB;
"A Shareholder(s)"
holders of A Shares;
"ACM"
the 2026 first A shareholders’ class meeting to be held immediately after the EGM (or any adjournment thereof);
"Articles of Association"
the articles of association of the Company;
"Board"
the board of directors of the Company;
"Chairman"
the chairman of the Board;
"Class Meetings"
ACM and HCM;
"Company"
金風科技股份有限公司 (GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*), a joint stock limited liability company established in the PRC on 26 March 2001, the H Shares of which are listed and traded on the main board of the Stock Exchange and the A shares of which are listed on the Shenzhen Stock Exchange;
"Company Law"
the Company Law of the People’s Republic of China;
"CSRC"
China Securities Regulatory Commission;
"Directors"
the directors of the Company;
"Extraordinary General Meeting" or "EGM"
the 2026 first extraordinary general meeting of the Company to be convened at the Company’s Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:50 p.m. on Tuesday, 26 May 2026, the notice of which is set out on pages 38 to 40 of this circular;
"H Shares"
ordinary shares issued by the Company, with RMB-denominated par value of RMB1.00 each, which are subscribed for and paid up in Hong Kong dollars and listed on the Stock Exchange;
- 1 -
DEFINITIONS
“H Shareholder(s)”
holders of H Shares;
“HCM”
the 2026 first H shareholders’ class meeting to be held immediately after the EGM and ACM (or any adjournment thereof), the notice of which is set out on pages 41 to 42 of this circular;
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC;
“Latest Practicable Date”
30 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
“PRC”
the People’s Republic of China. References in this circular to the PRC exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
“Repurchase Guidelines”
the Self-regulatory Guidelines for the Companies Listed on the Shenzhen Stock Exchange No. 9 – Repurchase of Shares (《深圳證券交易所上市公司自律監管指引第9號－回購股份》);
“RMB”
Renminbi, the lawful currency of the PRC;
“Remuneration Management System”
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.’s remuneration management system;
“Securities Law”
the Securities Law of the People’s Republic of China;
“Shareholder(s)”
shareholder(s) of the Company;
“Share Repurchase”
the Company intends to repurchase part of A shares of the Company by self-owned funds through centralized price bidding. The Shares under the Share Repurchase will all be cancelled and the registered capital of the Company will be reduced;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited.
– 2 –
LETTER FROM THE BOARD
Goldwind
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)
Directors:
Executive Directors:
Mr. Wu Gang
Mr. Cao Zhigang
Non-executive Directors:
Mr. Gao Jianjun
Ms. Yang Liying
Mr. Zhang Xudong
Independent Non-executive Directors:
Mr. Tsang Hin Fun Anthony
Mr. Liu Dengqing
Mr. Miao Zhaoguang
Employee Representative Director:
Ms. Yu Ning
Registered Office:
No. 107, Shanghai Road
Economic & Technological
Development District
Urumqi
Xinjiang
Place of Business in Hong Kong:
Unit 1701, 17/F, Honest Building
9-11 Leighton Road
Causeway Bay
Hong Kong
6 May 2026
To the Shareholders,
Dear Sir or Madam,
(1) REPURCHASE OF A SHARES THROUGH CENTRALIZED PRICE BIDDING
(2) AMENDMENT TO THE REMUNERATION MANAGEMENT SYSTEM
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
1. INTRODUCTION
The purpose of this circular is to set out the details of (1) repurchase of A Shares through centralized price bidding; (2) amendment to the remuneration management system; and (3) to give you notices of the EGM and HCM to consider and approve the proposed resolutions. Details of the resolutions to be proposed at the EGM and HCM, please refer to the enclosed notices of the EGM and HCM, respectively.
- For identification purpose only
LETTER FROM THE BOARD
2. REPURCHASE OF A SHARES THROUGH CENTRALIZED PRICE BIDDING
References are made to the announcements of the Company dated 25 April 2025, 20 May 2025 and the circular dated 29 April 2025, in relation to, among other things, the repurchase of the Company’s A Shares through centralized price bidding (the “2025 A share repurchase plan”).
The Company intends to repurchase part of A shares of the Company by self-owned funds through centralized price bidding. The Shares under the share repurchase will all be cancelled and the registered capital of the Company will be reduced. The implementation period shall be no more than 12 months from the date on which the resolutions on the share repurchase are considered and approved by the 2025 first extraordinary shareholders’ meeting, the 2025 first A shareholders’ class meeting and the 2025 first H shareholders’ class meetings, and the total amount of funds for the repurchase shall be not less than RMB300 million (inclusive) and not more than RMB500 million (inclusive).
During the period of the share repurchase, in the event of any conversion of capital reserve into share capital, distribution of bonus in shares or cash, subdivision of shares, share consolidation, share placing or issuance of equity warrants, the Company will adjust the cap of repurchase price accordingly from the ex-rights or ex dividend date of the share price in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange.
Due to the final dividend distribution for the year ended 31 December 2024 implemented by the Company, since 15 August 2025, the maximum repurchase price of A Shares was adjusted from RMB13.28 per share (inclusive) to RMB13.14 per share (inclusive).
As at the Latest Practicable Date, due to reasons such as the window period for share repurchase, and the fact that the price of the Company’s A share has remained consistently higher than the maximum of the repurchase price, the Company has not yet implemented the repurchase of A Shares.
Reference is also made to the announcement in relation to repurchase of A Shares through centralized price bidding of the Company dated 29 April 2026.
Based on the confidence in the future development of the Company and the assessment of the values of the Company, in order to safeguard the interests of shareholders as a whole, enhance investors’ confidence, and comprehensively taking into account the Company’s operating conditions, business development prospects, financial conditions and future profitability, the Company proposed to repurchase part of A Shares by means of centralized price bidding. Shares under the Share Repurchase will be fully cancelled and the registered capital of the Company will be reduced.
LETTER FROM THE BOARD
MAJOR CONTENTS OF THE REPURCHASE PLAN OF A SHARES IN 2026
In accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (the "SZSE Listing Rules"), the Rules for Repurchase of Shares by Listed Companies, the Self-regulatory Guidelines for the Companies Listed on the Shenzhen Stock Exchange No. 9 - Repurchase of Shares (《深圳證券交易所上市公司自律監管指引第9號一回購股份》）(the "Repurchase Guidelines"), the Articles of Association of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. (the "Articles of Association") and other relevant laws and regulations, the Company convened the 14th meeting of the ninth session of the Board on April 29 2026, at which the resolution on the repurchase of the Company's A Shares through centralized price bidding was considered and approved, the details of which are as follows:
1. Purpose and use of shares to be repurchased
Based on the confidence in the future development of the Company and the assessment of the values of the Company, in order to safeguard the interests of shareholders as a whole, enhance investors' confidence, and comprehensively taking into account the Company's operating conditions, business development prospects, financial conditions and future profitability, the Company proposed to repurchase part of A Shares by means of centralized price bidding. Shares under the Share Repurchase will be fully cancelled and the registered capital of the Company will be reduced.
2. Fulfillment of relevant conditions for shares to be repurchased
The Share Repurchase is in compliance with the following relevant requirements under the Rules for Repurchase of Shares by Listed Companies and the Repurchase Guidelines:
(1) The A Shares have been listed for six months;
(2) The Company has no major violations of laws and regulations in the past year;
(3) The Company will be solvent and able to operate as an ongoing concern after the Share Repurchase;
(4) The distribution of the Company's shareholdings will still be in compliance with the listing requirements after the Share Repurchase; and
(5) Other conditions stipulated by the CSRC and the Shenzhen Stock Exchange.
LETTER FROM THE BOARD
3. Methods of shares to be repurchased
The Share Repurchase will be implemented through the Shenzhen Stock Exchange by means of centralized price bidding.
4. Type and number of shares to be repurchased, the proportion to the total share capital and the proposed total amount of funds for the repurchase
Type of shares to be repurchased: A Shares issued by the Company.
The total amount of funds for the repurchase is within the range of not less than RMB300 million (inclusive) and not more than RMB500 million (inclusive).
Number of shares to be repurchased: based on the maximum repurchase amount of RMB500 million (inclusive) and the maximum repurchase price of RMB39.84 per share (inclusive), it is estimated that the number of shares to be repurchased will be approximately 12.5502 million shares, accounting for approximately 0.30% of the current total share capital of the Company. Based on the minimum repurchase amount of RMB300 million (inclusive) and the maximum repurchase price of RMB39.84 per share (inclusive), it is estimated that the number of shares to be repurchased will be approximately 7.5301 million shares, accounting for approximately 0.18% of the current total share capital of the Company. The specific amount of shares to be repurchased is subject to the actual number of shares to be repurchased upon the conclusion of the period of the Share Repurchase.
5. Source of funds for shares to be repurchased
The source of funds to be used for the Share Repurchase is the self-owned funds of the Company.
LETTER FROM THE BOARD
6. The price or price range and pricing principle for shares to be repurchased
In order to protect the investors' interest and based on the recent trend of the price of the Company's shares, the price of the Share Repurchase is not more than RMB39.84 per share (inclusive), and such maximum repurchase price does not exceed 150% of the average trading price of the Company's shares within 30 trading days prior to the date of the consideration and approval of the resolution on the Share Repurchase by the Board. The actual repurchase price shall be determined by the Company according to the specific conditions of the Company's shares, as well as the Company's financial and operating conditions after the commencement of the Share Repurchase.
During the period of the Share Repurchase, in the event of any conversion of capital reserve into share capital, distribution of bonus in shares or cash, subdivision of shares, share consolidation, share placing or issuance of equity warrants, the Company will adjust the cap of repurchase price accordingly from the ex-rights or ex-dividend date of the share price in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange.
7. Period of shares to be repurchased
(1) The period of the Share Repurchase shall be no more than 12 months from the date on which the resolution on the Share Repurchase is considered and approved by the EGM and the Class Meetings. The period of the Share Repurchase shall end prematurely if the following conditions are triggered:
a. The Share Repurchase shall be deemed completed and the period of the Share Repurchase shall end prematurely if and when the amount of funds for the Share Repurchase reaches its maximum limit during such period;
b. The Share Repurchase shall be deemed completed and the period of the Share Repurchase shall end prematurely if and when the amount of funds for the Share Repurchase reaches the estimated target of the Company;
c. The period of the Share Repurchase shall end prematurely from the date on which a resolution to terminate to the Share Repurchase is passed by the general meeting and the Class Meetings if the Company has decided to terminate the Share Repurchase due to significant changes in the Company's production and operation, financial status, and external objective circumstances, etc.
- 7 -
LETTER FROM THE BOARD
(2) Unless otherwise required by the laws, regulations and regulatory documents, the Company shall not repurchase any shares during the following periods:
a. from the date of the occurrence of a significant event that may have a material impact on the trading price of the Company's securities and their derivatives or during the decision-making process thereof to the date of disclosure thereof according to the law;
b. other circumstances as stipulated by the CSRC and the Shenzhen Stock Exchange.
During the period of the Share Repurchase, if there are any changes in relevant laws, regulations or regulatory documents with respect to the abovementioned period during which the Company shall not repurchase any shares, the Company will adjust the abovementioned period in accordance with the requirements of the latest laws, regulations or regulatory documents.
(3) The Company shall not implement the entrustment of the Share Repurchase within the following trading hours:
a. opening call auction;
b. closing call auction;
c. during a trading day when there is no trading price limit on share price.
The price of the Share Repurchase shall not be the daily trading limit price.
(4) In light of the period of the Share Repurchase which is no more than 12 months from the date on which the EGM and the Class Meetings consider and approve the Share Repurchase, during the period of the Share Repurchase, if the Company's stock trading is suspended due to planning of major matters, the Company will postpone the implementation of the Share Repurchase plan until the resumption of stock trading and make disclosure in a timely manner.
LETTER FROM THE BOARD
8. Expected changes in the shareholding structure of the Company after the Share Repurchase
Based on the maximum repurchase amount of RMB500 million (inclusive) and the maximum repurchase price of RMB39.84 per share, it is estimated that the number of shares to be repurchased will be approximately 12.5502 million shares. If shares under Share Repurchase are cancelled and the registered capital of the Company is reduced, then changes in the shareholding structure of the Company after the Share Repurchase are as follows:
| Item | Before the Share Repurchase | After the Share Repurchase | ||
|---|---|---|---|---|
| Number of Shares (ten thousand shares) | Proportion (%) | Number of Shares (ten thousand shares) | Proportion (%) | |
| Shares subject to selling restrictions (A Share) | 8,671.1167 | 2.05% | 8,671.1167 | 2.06% |
| Shares not subject to selling restrictions (A Share) | 336,350.5081 | 79.63% | 335,095.4881 | 79.57% |
| H share | 77,357.2399 | 18.31% | 77,357.2399 | 18.37% |
| Total number of shares | 422,378.8647 | 100.00% | 421,123.8447 | 100.00% |
Note: the differences in the figures in the table above are due to rounding to two decimal places.
LETTER FROM THE BOARD
Based on the minimum repurchase amount of RMB300 million (inclusive) and the maximum repurchase price of RMB39.84 per share, it is estimated that the number of shares to be repurchased will be approximately 7.5301 million shares. If shares under Share Repurchase are cancelled and the registered capital of the Company is reduced, the changes in the shareholding structure of the Company after the Share Repurchase are as follows:
| Item | Before the Share Repurchase | After the Share Repurchase | ||
|---|---|---|---|---|
| Number of Shares (ten thousand shares) | Proportion (%) | Number of Shares (ten thousand shares) | Proportion (%) | |
| Shares subject to selling restrictions (A Share) | 8,671.1167 | 2.05% | 8,671.1167 | 2.06% |
| Shares not subject to selling restrictions (A Share) | 336,350.5081 | 79.63% | 335,597.4981 | 79.60% |
| H share | 77,357.2399 | 18.31% | 77,357.2399 | 18.35% |
| Total number of shares | 422,378.8647 | 100.00% | 421,625.8547 | 100.00% |
Note: the differences in the figures in the table above are due to rounding to two decimal places.
The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased upon the expiry of the period of the Share Repurchase.
- Analysis of the senior management on impacts of the Share Repurchase on the operations, profitability, finances, research and development, solvency and material future development of the Company
The Share Repurchase reflects the confidence in the Company's future development and prospect, and the recognition of the intrinsic value of the Company, which will protect the interests of all shareholders, especially the minority investors, and enhance investors' confidence.
LETTER FROM THE BOARD
As of 31 March 2026, the current assets of the Company amounted to RMB73 billion (RMB11.295 billion of which were currency funds), the total assets of the Company amounted to RMB168.032 billion, the net assets attributable to shareholders of the Company amounted to RMB44.708 billion, the total liabilities of the Company amounted to RMB119.471 billion, and the debt-asset ratio of the Company was 71.10%. Assuming that the maximum repurchase amount of RMB500 million (inclusive) has been fully utilized, based on the financial data as of 31 March 2026, the repurchase funds represent approximately 0.30% of the total assets of the Company, approximately 1.12% of the net assets attributable to shareholders of the Company and approximately 0.68% of the current assets of the Company. Based on the debt-asset ratio of the Company, the current operations, financial position and future development of the Company, the Company is of the view that utilizing a total amount of its own funds of not less than RMB300 million (inclusive) and not more than RMB500 million (inclusive) for the Share Repurchase is feasible and will not have any material impact on the operations, profitability, financial position, research and development, solvency and major future development of the Company.
There will be no material change in the control of the Company after the completion of the Share Repurchase. Upon the completion of the Share Repurchase, the shareholding structure of the Company meets the listing requirements, and will not affect the listing status of the Company.
The directors are of the view that the Share Repurchase will not affect the Company's solvency and the Company's operation as a going concern.
- Whether the directors, senior management, controlling shareholders, de facto controllers and their parties acting in concert, deal in the Shares of the Company within six months before the Board resolved on the repurchase of shares, explanations as to whether there are insider trading and market manipulation alone or jointly with others, and share increase or decrease plan during the period of the Share Repurchase; share decrease plan to be proposed by the directors, senior management, controlling shareholders, de facto controllers, shareholders holding more than 5% of the shares of the Company and their parties acting in concert in the next three months and in the next six months
The Company does not have controlling shareholders or de facto controllers.
After the Company's self-inspection, the Directors and senior management of the Company did not deal in the shares of the Company within six months before the Board resolved on the repurchase of shares, nor did they engage in insider trading or market manipulation alone or jointly with others.
- 11 -
LETTER FROM THE BOARD
As at 29 April 2026, the directors and senior management of the Company have no definite plans to increase or reduce their shareholdings in the Company during the period of the Share Repurchase. In case the aforesaid persons propose a share increase or decrease plan in the future, the Company will strictly comply with the relevant laws and regulations to fulfill its information disclosure obligations.
As at 29 April 2026, China Three Gorges New Energy (Group) Co., Ltd., a shareholder holding more than 5% of the shares of the Company, has replied that it may reduce its shareholding in the next three months and in the next six months. Save as disclosed above, the directors, senior management, and Xinjiang Wind Power Co., Ltd. holding more than 5% of the shares of the Company and its parties acting in concert have no definite plans to reduce their shareholdings in the Company in the next three months and the next six months. In case that the aforesaid persons implement the share reduction plan in the future, relevant parties and the Company will fulfill their information disclosure obligations in accordance with relevant laws, regulations and regulatory documents. Investors are advised to pay attention to the investment risks.
11. Relevant arrangements for the cancellation or transfer of the shares repurchased in accordance with the laws
The shares under the Share Repurchase will all be cancelled and the registered capital of the Company will be reduced. The Share Repurchase will not affect the Company's normal and continuous operation.
12. Relevant arrangements to prevent jeopardizing the interests of the Company's creditors
After a resolution on the cancellation of repurchased shares is made at the EGM and the Class Meetings, the Company will perform legal procedures and information disclosure obligations such as notifying creditors in respect of the reduction of the Company's registered capital in accordance with relevant laws and regulations, to fully protect the legal rights and interests of creditors.
13. Authorization matters for shares to be repurchased
In order to ensure the smooth implementation of the Share Repurchase, the Board intends to propose to the EGM and the Class Meetings to authorize the Board, and the Board will further authorize the management of the Company to handle matters related to the Share Repurchase within the scope of laws and regulations and in principle of protecting the interest of the Company and the shareholders to the maximum extent. The content and scope of authorization include but not limited to:
(1) Setting up the securities account for repurchases (if necessary) and other relevant matters;
LETTER FROM THE BOARD
(2) Repurchasing shares when appropriate within the period of the repurchase, including the time, price, quantity and other matters;
(3) Deciding to continue or terminate the implementation of the Share Repurchase in accordance with the Company’s actual situation and stock price performance, if the amount of funds used for repurchase is not less than the minimum limit within the repurchase period;
(4) Making corresponding modification to relevant clauses in the Articles of Association relating to the registered capital, total share capital and other items according to the actual repurchase situation, and conducting industrial and commercial registration formalities;
(5) Adjusting the implementation plan and handling relevant matters in relation to the Share Repurchase in accordance with relevant rules and regulations (including applicable laws, regulations and regulatory decisions);
(6) Engaging professional intermediaries and signing the relevant agreements and documents (if necessary) to leverage professional intermediaries’ capabilities in the Share Repurchase; and
(7) Handling other matters not listed above but necessary for the Share Repurchase.
This authorization shall commence from the date of approval of the Share Repurchase at the EGM and the Class Meetings until the completion of above authorization matters.
CONSIDERATION AND IMPLEMENTATION PROCEDURES OF THE SHARE REPURCHASE
On 29 April 2026, the resolution on the repurchase of the Company’s A Shares through centralized price bidding was considered and approved at the 14th meeting of the ninth session of the Board of the Company. In accordance with the Company Law, the Articles of Association and the relevant requirements, the Share Repurchase is required to be submitted to the 2026 first extraordinary general meeting, 2026 first A shareholders’ class meeting and the 2026 first H shareholders’ class meeting for consideration and approval.
LETTER FROM THE BOARD
RISK REMINDERS FOR THE SHARE REPURCHASE
(1) The Share Repurchase may be exposed to the risk of failure to be approved at the EGM and/or the Class Meetings;
(2) The shares under the Share Repurchase will be cancelled. In accordance with the Company Law, the procedure of notifying creditors must be fulfilled. There may be a risk that creditors of the Company may demand early repayment of debts or provide corresponding guarantees.
(3) The Share Repurchase may be exposed to the risk of failure in its implementation as a result of that the funds required for the repurchase of shares cannot be raised;
(4) The price of the Company’s A Shares may consistently exceed the maximum repurchase price, resulting in a risk that the Share Repurchase may not be or may only be partially implemented; and
(5) The Share Repurchase may be exposed to the risk of failure in its implementation as a result of the occurrence of significant events having a material impact on the trading price of the Company’s shares, resulting in the decision of the Board to terminate the Share Repurchase.
The Company will perform its information disclosure obligations in a timely manner in respect of the progress of the Share Repurchase. Investors of the Company are advised to exercise caution when dealing in the securities of the Company.
3. REMUNERATION MANAGEMENT SYSTEM
An ordinary resolution will be proposed at the EGM to consider and approve the proposed amendment to GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.’s Remuneration Management System. Please refer to Appendix II for the amended full text.
LETTER FROM THE BOARD
4. EGM AND HCM
The EGM, ACM and HCM will be held at the Company’s Conference Room, No. 8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:50 p.m. on Tuesday, 26 May 2026, at which resolutions to be considered and, if thought fit, approved, include, among other things, the repurchase of A Shares through centralized price bidding.
The H Share register of members of the Company will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026 (both days inclusive) for the purpose of determining the Shareholders entitled to attend the EGM and HCM. During the above-mentioned period, no H Share transfer will be registered. H Shareholders whose names appear on the H Share register of members as at the close of business on Tuesday, 19 May 2026 are entitled to attend the EGM and HCM. In order to attend and vote at the EGM and HCM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 May 2026.
Voting by Shareholders at the EGM and HCM must be taken by poll in accordance with Rule 13.39(4) of the Listing Rules.
5. RECOMMENDATION
The Directors believe that the above-mentioned proposals are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of all resolutions to be proposed at the EGM and HCM.
Yours faithfully,
For and on behalf of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
WU Gang
Chairman
APPENDIX I
EXPLANATORY STATEMENT
The following is the explanatory statement required to be sent to the Shareholders under Rule 10.06(1)(b) of the Listing Rules in connection with the A Shares Repurchase Plan.
Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this document, 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 document.
REASONS FOR THE REPURCHASE
Based on the confidence in the future development of the Company and the assessment of the values of the Company, in order to safeguard the interests of Shareholders as a whole, enhance investors' confidence, and comprehensively taking into account the Company's operating conditions, business development prospects, financial conditions and future profitability, the Company proposed to repurchase part of A Shares by means of centralized price bidding. Shares under the Share Repurchase will be fully cancelled and the registered capital of the Company will be reduced.
SHARE CAPITAL AND THE NUMBER OF SHARES TO BE REPURCHASED
As at Latest Practicable Date, the total issued capital of the Company is 4,223,788,647 Shares comprising 3,450,216,248 A Shares of RMB1.00 each and 773,572,399 H Shares of RMB1.00 each.
Based on the maximum repurchase amount of RMB500 million (inclusive) and the maximum repurchase price of RMB39.84 per share (inclusive), it is estimated that the number of shares to be repurchased will be approximately 12.5502 million shares, accounting for approximately 0.30% of the current total share capital of the Company. Based on the minimum repurchase amount of RMB300 million (inclusive) and the maximum repurchase price of RMB39.84 per share (inclusive), it is estimated that the number of shares to be repurchased will be approximately 7.5301 million shares, accounting for approximately 0.18% of the current total share capital of the Company. The specific amount of shares to be repurchased is subject to the actual number of shares to be repurchased upon the conclusion of the period of the Share Repurchase.
APPENDIX I
EXPLANATORY STATEMENT
SHAREHOLDERS'S APPROVAL
The A Shares Repurchase Plan will be conditional upon the special resolutions being passed at the EGM and Class Meetings to be held on 26 May 2026.
(1) The period of the Share Repurchase shall be no more than 12 months from the date on which the resolution on the Share Repurchase is considered and approved by the EGM and the Class Meetings. The period of the Share Repurchase shall end prematurely if the following conditions are triggered:
a. the Share Repurchase shall be deemed completed and the period of the Share Repurchase shall end prematurely if and when the amount of funds for the Share Repurchase reaches its maximum limit during such period;
b. the Share Repurchase shall be deemed completed and the period of the Share Repurchase shall end prematurely if and when the amount of funds for the Share Repurchase reaches the estimated target of the Company;
c. the period of the Share Repurchase shall end prematurely from the date on which a resolution to terminate to the Share Repurchase is passed by the shareholders' general meeting and the Class Meetings if the Company has decided to terminate the Share Repurchase due to significant changes in the Company's production and operation, financial status, and external objective circumstances, etc.
(2) Unless otherwise required by the laws, regulations and regulatory documents, the Company shall not repurchase any shares during the following periods:
a. from the date of the occurrence of a significant event that may have a material impact on the trading price of the Company's securities and their derivatives or during the decision-making process thereof to the date of disclosure thereof according to the law;
b. other circumstances as stipulated by the CSRC and the Shenzhen Stock Exchange.
During the period of the Share Repurchase, if there are any changes in relevant laws, regulations or regulatory documents with respect to the abovementioned period during which the Company shall not repurchase any shares, the Company will adjust the abovementioned periods in accordance with the requirements of the latest laws, regulations or regulatory documents.
APPENDIX I
EXPLANATORY STATEMENT
(3) The Company shall not implement the entrustment of the Share Repurchase within the following trading hours:
a. opening call auction;
b. closing call auction;
c. during a trading day when there is no trading price limit on share price.
The price of the Share Repurchase shall not be the daily trading limit price.
(4) In light of the period of the Share Repurchase which is within 12 months from the date on which the EGM and the Class Meetings consider and approve the Share Repurchase, during the period of the Share Repurchase, if the Company's stock trading is suspended due to planning of major matters, the Company will postpone the implementation of the Share Repurchase plan until the resumption of stock trading and make disclosure in a timely manner.
SOURCE OF FUNDS FOR THE REPURCHASE
The source of funds to be used for the proposed Share Repurchase is self-owned funds. The Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the PRC.
IMPACT ON WORKING CAPITAL
Based on the debt-asset ratio of the Company, the current operations, financial position and future development of the Company, the Company is of the view that utilizing a total amount of its own funds of not less than RMB300 million (inclusive) and not more than RMB500 million (inclusive) for the Share Repurchase is feasible and will not have any material impact on the operations, profitability, financial position, research and development, solvency and major future development of the Company.
There will be no material change in the control of the Company after the completion of the Share Repurchase. Upon the completion of the Share Repurchase, the shareholding structure of the Company meets the listing requirements, and will not affect the listing status of the Company.
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APPENDIX I
EXPLANATORY STATEMENT
A SHARE PRICES AND H SHARE PRICES
The highest and lowest traded prices for the A Shares recorded on the Shenzhen Stock Exchange and the H Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| Month | A Shares | H Shares | ||
|---|---|---|---|---|
| Highest RMB | Lowest RMB | Highest HK$ | Lowest HK$ | |
| 2025 | ||||
| April | 9.14 | 7.64 | 5.78 | 3.79 |
| May | 9.53 | 8.71 | 6.26 | 5.27 |
| June | 10.35 | 9.09 | 7.75 | 5.76 |
| July | 10.75 | 9.59 | 7.89 | 6.70 |
| August | 12.15 | 9.58 | 10.00 | 7.01 |
| September | 15.23 | 10.90 | 14.25 | 8.44 |
| October | 18.50 | 14.34 | 17.32 | 12.56 |
| November | 17.55 | 13.96 | 14.54 | 11.00 |
| December | 22.78 | 14.58 | 15.71 | 11.50 |
| 2026 | ||||
| January | 37.03 | 20.80 | 18.49 | 13.86 |
| February | 28.99 | 24.56 | 15.88 | 12.91 |
| March | 33.30 | 25.87 | 17.70 | 13.17 |
| April (up to the Latest Practicable Date) | 28.18 | 22.80 | 17.78 | 13.50 |
APPENDIX I
EXPLANATORY STATEMENT
SHARES REPURCHASED BY THE COMPANY
During the six months preceding the Latest Practicable Date, the Company had repurchased a total of 10,000 H Shares which are held as treasury shares, and a total of 1,279,000 A Shares which have been cancelled. Details of the aforesaid repurchases are set out below.
| Dates | Number of H Share repurchased | Price per share | ||
|---|---|---|---|---|
| Highest HK$ | Lowest HK$ | Total Price paid HK$ | ||
| 6 January 2026 | 10,000 | 14.51 | 14.5 | 145,050 |
| Dates | Number of A Share repurchased | Price per share | ||
| Highest RMB | Lowest RMB | Total Price paid RMB | ||
| 26 February 2026 | 1,279,000 | 4.01 | 3.95 | 5,054,310.1 |
DIRECTORS' UNDERTAKINGS AND GENERAL INFORMATION
The Directors will exercise the powers of the Company to make repurchases pursuant to the mandate to be granted by the Shareholders at the EGM and Class Meetings in accordance with the Listing Rules, the applicable laws, rules and regulations of the PRC.
None of the Directors, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently intends to sell any Shares to the Company in the event that the Repurchase Plan is approved by the Shareholders at the EGM and the Class Meetings.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Plan is approved by the Shareholders at the EGM and the Class Meetings.
APPENDIX I
EXPLANATORY STATEMENT
TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT
If as a result of a share repurchase by the Company, a substantial Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Codes on Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert could obtain or consolidate control of the Company or become obligated to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
The Company confirms that neither this explanatory statement nor the Share Repurchase has any unusual features.
STATUS OF A SHARES FROM THE REPURCHASE
The A Shares to be repurchased by the Company shall be respectively processed under the laws and regulations of the PRC and the Listing Rule.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* Remuneration Management System
CHAPTER I GENERAL PROVISIONS
Article 1 Purpose
To establish a scientific and reasonable revenue distribution system, adapt to the Group's management model, establish and improve incentive and accountability mechanisms, effectively mobilize employees' initiative and creativity, enhance the management level of corporate operations, align employees' interests with those of the enterprise, and promote the healthy, sustainable and stable development of the enterprise, this system is formulated in accordance with relevant laws, regulations and systems, including the Company Law, the Guidelines on Corporate Governance for Listed Companies and the Articles of Association of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (hereinafter referred to as the "Articles of Association").
Article 2 Principle
(1) Responsibility Principle: Remuneration standards for each position are determined based on factors such as position responsibilities, value, and qualifications of appointment. If there is a change in position, the remuneration will be reassessed accordingly.
(2) Performance Principle: Employees' actual remuneration is tied to the Company's operation conditions, departmental performance, and individual work performance, with rewards for excellence and penalties for poor performance.
(3) Motivation Principle: In light of the competitive market environment and the Company's development goals, proactive, diverse, and effective incentive measures are implemented to motivate employees' passion for work and ensure the achievement of the Company's objectives.
(4) Competition Principle: The Company's remuneration levels shall be competitive in the market to attract and retain talent; the remuneration system must align with those in the same and related industries and embody a people-oriented philosophy.
(5) Confidentiality Principle: The Company adheres to the confidentiality principle of remuneration. Employees are prohibited from inquiring about, disclosing, or disseminating remuneration information regarding themselves or others without authorization. Employees who become aware of the Company's remuneration information in the course of their work shall not disclose the Company's remuneration information to outside parties without the Company's permission.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 3 Scope of Application
This system applies to all employees of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (hereinafter referred to as the "Company") and its wholly-owned subsidiaries and controlled subsidiaries (hereinafter collectively referred to as the "Affiliated Units").
Based on differences in employee status and remuneration management practices, employees subject to this system are divided into the following three categories:
(1) Directors of the Company: refer to directors of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*, including executive directors, non-executive directors, independent directors, and employee representative directors.
(2) Senior management of the Company: refer to the chief executive officer, president, vice presidents, chief financial officer, chief engineer, secretary to the board of directors of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*, as well as other senior management personnel as specified in the Articles of Association.
(3) Employees of the Company: refers to individuals (other than the Company's directors and senior management personnel) who have established an employment relationship with the Company or Affiliated Units and have entered into a written employment contract. Among these, employees whose work responsibilities and contributions significantly impact the operating results of the Company or its subsidiaries are defined as the core operation management and key employees.
CHAPTER II ADMINISTRATIVE BODY
Article 4 General Meeting
(1) Responsible for approving the Remuneration Management System submitted by the board of directors.
(2) Responsible for approving the annual remuneration plan for directors of the Company submitted by the board of directors.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 5 Board of Directors
(1) Responsible for reviewing the Remuneration Management System submitted by the Remuneration and Assessment Committee and submitting to the Company’s general meeting for approval.
(2) Responsible for reviewing the annual remuneration plan for the directors of the Company and submitting to the Company’s general meeting for approval.
(3) Responsible for approving the annual remuneration plan for senior management of the Company submitted by the Remuneration and Assessment Committee.
Article 6 Remuneration and Assessment Committee
(1) Responsible for reviewing the Company’s Remuneration Management System and submitting to the board of directors of the Company for review.
(2) Responsible for establishing assessment criteria for the Company’s directors and senior management and conducting assessment. Developing and reviewing remuneration policies and plans for the Company’s directors and senior management.
Article 7 Human Resources Committee
(1) Responsible for developing remuneration plans and incentive policies for the Company’s directors and senior management, and submitting them to the Remuneration and Assessment Committee for review.
(2) Responsible for reviewing the Company’s Remuneration Management System and submitting it to the Remuneration and Assessment Committee for review.
(3) Responsible for approving the Company’s employee remuneration and incentive, performance management systems and matters.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 8 Group Human Resources Center
(1) As the executive body for the Company’s remuneration management, the Group Human Resources Center is responsible for drafting the Company’s Remuneration Management System and submitting it to the Human Resources Committee for review.
(2) Responsible for assisting the Human Resources Committee in developing remuneration plans and incentive policies for the Company’s directors and senior management, and implementing the daily management of remuneration and incentive plans.
(3) Responsible for developing the Company’s employee remuneration and incentive, and performance management systems, and submitting them to the Human Resources Committee for approval.
Article 9 Human Resources Departments of Subsidiaries
Responsible for developing the Company’s and the subsidiary’s remuneration and incentive systems; these must be submitted to the Group Human Resources Center for review and then approved by the subsidiary’s board of directors (or the general manager’s office) before implementation.
Article 10 Recusal and Disclosure in Remuneration Review
(1) Recusal requirement
If the Remuneration and Assessment Committee or the board of directors discusses or evaluates the individual remuneration of a director, that director shall recuse himself or herself from the discussion and voting. Resolutions concerning the remuneration of all directors may be implemented by having all directors recuse themselves and submitting the matter directly to the general meeting for consideration.
(2) Information disclosure requirements
If the board of directors does not adopt, or does not fully adopt, the remuneration recommendations made by the Remuneration and Assessment Committee, it shall record the committee’s opinions and the specific reasons for non-adoption in the board resolution, and fulfill its information disclosure obligations in accordance with requirements.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
CHAPTER III REMUNERATION STRUCTURE
Article 11 Remuneration Structure for the Company’s Directors
(1) Executive directors and employee representative directors who serve as senior management in the Company shall receive remuneration in accordance with the relevant requirements of this system, based on the positions they hold within the Company.
(2) Non-executive directors who do not hold any position within the Company do not receive any remuneration from the Company.
(3) Independent directors receive an independent director’s allowance from the Company. The standard of the independent director’s allowance is determined in accordance with a resolution of the general meeting and is paid on a monthly basis.
Article 12 Remuneration Structure for Senior Management of the Company
The annual remuneration for the senior management of the Company consists of a base annual salary and performance-based remuneration, with the budgeted performance-based remuneration accounting for no less than 50% of the annual remuneration budget target. In addition, senior management of the Company are eligible for the Company’s medium- and long-term incentive plans, benefits, and allowances. The Company’s Human Resources Committee drafts the annual remuneration plan based on factors such as their positions, the size of the organization they oversee, the Company’s scale of operations, and prevailing market salary levels. The plan is implemented after review by the Remuneration and Assessment Committee and approval by the board of directors.
(1) Base Annual Salary
The base annual salary, which constitutes the fixed portion of the annual remuneration for the senior management of the Company, is paid on a monthly basis and is not subject to performance assessment.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
(2) Performance-based Remuneration
Performance-based remuneration, which constitutes the variable portion of the annual remuneration for the senior management of the Company, includes performance-based annual salary and an excess profit-sharing plan.
- Performance-based annual salary: linked to the Company’s overall operation performance, organizational performance, and individual performance appraisal results; subject to review by the Remuneration and Assessment Committee and approval by the board of directors, and paid at the beginning of the following year.
- Excess Profit-sharing Plan: As a key component of performance-based remuneration, the senior management of the Company participates in the distribution of the Company’s excess profit sharing plan.
(3) Medium- and Long-term Incentive
Senior management of the Company participating in the Company’s medium- and long-term incentive plan shall be subject to the terms of the approved medium- and long-term incentive plan.
(4) Benefits, and Allowances
In accordance with the Company’s uniform regulations, senior management is entitled to benefits such as social insurance, housing provident fund, and supplemental commercial insurance.
(5) A portion of the performance-based remuneration for the senior management of the Company is paid following disclosure in the annual report and the completion of performance assessments, which shall be conducted based on audited financial data.
(6) Senior management of the Company executes a flexible work schedule and no overtime payment is calculated or paid.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 13 Remuneration Structure for Employees of the Company
The remuneration for employees of the Company consists of monthly salaries, bonuses, special incentives, profit-sharing plans, medium- and long-term incentives, and benefit allowances.
(1) Monthly Salaries
Monthly salaries standard for employees is determined based on comprehensive factor such as the responsibilities associated with their position, the skills required for the role, the complexity and importance of the work, and prevailing market rates. If there is change in the employee's position, the salary will be adjusted according to the grade of the new position.
Monthly salaries consist of base salary of position and performance-based salary. Depending on the work of different positions, the proportion of performance-based salary within the monthly salaries may vary.
(2) Bonuses
Employee bonuses are determined based on the Company's operation conditions, department performance, and individual performance status. The approval and distribution of bonuses are carried out in accordance with the Group's Remuneration and Incentive Measures.
(3) Special Incentives
Rewards for business initiatives, project bonuses, outstanding employee bonuses, and rewards for constructive suggestions, which are approved by the Company, are used to recognize employees who have made outstanding or significant contributions or have achieved notable accomplishments.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
(4) Excess Profit-sharing Plans
As a major component of the annual bonuses for the Company’s core management and key employees, individual bonuses are determined in accordance with the implementation plan for the excess profit-sharing plan.
(5) Medium- and Long-term Incentives
Based on the Company’s stage of development, and taking into account factors such as the Company’s operation conditions and industry trends, the Group Human Resources Center will draft a medium- to long-term incentive plan, which will be implemented following approval by the Remuneration and Assessment Committee, the board of directors, and the general meeting. The plan aims to incentivize employees who consistently contribute to the Company’s long-term development by aligning individual interests with the Company’s long-term growth.
(6) Benefit Allowances
-
The Company contributes to employees’ social insurance and housing provident fund in accordance with relevant national regulations. The contribution bases and rates are determined in accordance with local policies and regulations.
-
The Company offers employees supplemental benefits of the Company such as supplemental commercial insurance, annual physical exams, mutual aid fund, fitness facilities, and shuttle buses.
-
Allowances and subsidies are established based on differences in an employee’s job level, work environment, job duties, and responsibilities. If there is a change in the employee’s position or job level, these allowances and subsidies will be adjusted accordingly.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
CHAPTER IV EXCESS PROFIT-SHARING PLAN
Article 14 Incentive Participants
The Company has implemented an excess profit-sharing plan to incentivize the senior management, the core management, and key employees (the core management team and key employees include, but are not limited to, group functional directors and above, as well as members of business unit leadership teams) of the Company.
Article 15 Withdrawal Rate
Based on an annual return on equity of 5%, if the Company’s annual return on equity exceeds 5%, the net profit in excess of the 5% return on equity shall be calculated and appropriated for the excess profit-sharing plan fund on a progressive basis according to the following standards.
| return on equity | X≤5% | 5% | |||||
|---|---|---|---|---|---|---|---|
| progressive withdrawal rate | 0% | 10% | 12% | 14% | 16% | 18% | 20% |
Article 16 Distribution Rules
Senior management of the Company allocates funds from the excess profit-sharing plan based on dimensions such as job value, management evaluations, and individual performance appraisal results; core management, and key employees of the Company allocates funds from the excess profit-sharing plan based on factors such as the performance of their respective units, organizational performance, and individual performance appraisal results.
The remaining in the profit-sharing plan fund after the then annual distribution is transferred to the Company’s profit-sharing plan reserve fund pool to smooth out incentive expenses across years.
The excess profit-sharing plan funds earned by an individual in then year are paid out on a deferred basis and are fully distributed over a three-year period.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 17 Approval Authority
The Group Human Resources Center drafts an implementation plan for the annual excess profit-sharing plan based on the Company’s actual net assets, net profit, and return on net assets for the then year, and submits it for approval.
- The implementation plan for the excess profit-sharing plan for the senior management of the Company will be implemented after review by the Human Resources Committee and the Remuneration and Assessment Committee of the Company, and approval by the board of directors.
- The implementation plan for the excess profit-sharing plan for the core management, and key employees of the Company will be implemented after the approval by the Human Resources Committee of the Company.
CHAPTER V REMUNERATION BUDGET MANAGEMENT
Article 18 Remuneration Budget Management
(1) The Company has established a mechanism for determining the total remuneration. The determination of the total remuneration shall be linked to factors such as the Company’s operating performance, financial position, stage of development, and remuneration strategy. Changes in the total remuneration are tied to the Company’s operating performance, thereby enhancing the rationality and effectiveness of the determination of the total remuneration.
(2) The Company’s total remuneration includes fixed remuneration (base salary, monthly salaries, etc.), performance-based remuneration (annual performance-based remuneration, bonuses, profit-sharing plans, etc.), benefits, subsidies and allowances. The Group Human Resources Center is responsible for preparing the annual total remuneration budget, which is implemented after approval by the Company’s Planning and Budget Committee.
(3) The preparation of the remuneration budget should reflect the following principles:
- The reasonable determination of remuneration distribution for all categories of employees is based on the remuneration levels of the industry, the Company’s development strategy, and the value of the position;
- Preferential treatment shall be given to key positions, the production frontline, and high-level, highly-skilled talents in short supply and urgently needed; while balancing the remuneration levels of directors, senior management and ordinary employees.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
(4) If adjustments to the Company's annual remuneration budget are necessary due to external conditions, the Company's operating conditions, or other significant events, such adjustments shall be made upon approval by the Chairman.
CHAPTER VI REMUNERATION CALCULATION AND PAYMENT
Article 19 Monthly Salaries Payment
On a calendar month basis, the monthly salaries of employees shall be paid within the time prescribed by the Company based on the employee's monthly attendance time and performance appraisal results. During the employee's probation period, the monthly salaries shall be paid at the standard agreed in the contract.
Article 20 Bonus Payment
The calculation and payment of bonuses are implemented in accordance with the incentive plans of the respective company and department.
Article 21 Individual Income Tax
In accordance with national laws and regulations, the individual income tax is withheld and remitted by the Company on behalf of the employees.
Article 22
If a director or senior executive of the Company resigns due to a change in leadership, re-election, or resignation during their term of office, remuneration shall be paid based on their actual tenure and performance appraisal.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
CHAPTER VII REMUNERATION ADJUSTMENT
Article 23 Conditions of Remuneration Adjustment
The Company may adjust the remuneration standards for directors, senior management and employees if any of the following conditions are met:
(1) When there are significant changes in external remuneration levels, and the Company’s current remuneration strategy and levels are no longer sufficient to attract and retain the talent necessary for the normal operations of the Company;
(2) When significant changes in the external economic environment affect employees’ actual income levels;
(3) When the Company faces serious financial difficulties or suffers significant financial losses;
(4) When there is a significant improvement in the Company’s operating conditions or a significant increase in its performance;
(5) When there is a change in position or a significant change in the job duties;
(6) When an employee’s performance is outstanding or their remuneration does not reflect the value of their position.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 24 Classification and Implementation Process of Remuneration Adjustment
(1) The Group Human Resources Center develops an annual remuneration adjustment plan based on factors such as market remuneration changes, external economic trends, and the Company's development, and it is implemented after approval by the Human Resources Committee of the Company.
(2) Each subsidiary shall formulate an annual remuneration adjustment plan tailored to its specific needs in accordance with the Group's annual remuneration adjustment plan, and implement it after obtaining approval from the Group Human Resources Center (CHO).
(3) The percentage increase in an employee's monthly salary adjustment shall not exceed 30%. If a salary adjustment exceeds 30% due to special circumstances, it must be submitted to the next higher-level approving authority with the appropriate approval authority for review and approval before it can be implemented.
Article 25 Appeals of Remuneration Adjustment
(1) If employees object to a remuneration adjustment, they are entitled to file an appeal with the local human resources department.
(2) The local human resources department must notify the employee of the outcome of the appeal within 15 business days of receiving it.
(3) If employees are dissatisfied with the outcome of the appeal handled by the local human resource department, they may file an appeal directly with the Group Human Resource Center.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
CHAPTER VIII REMUNERATION MANAGEMENT FOR OVERSEAS EMPLOYEES
Article 26 Remuneration Management for Overseas Employees
(1) Overseas employees refer to local employees recruited by the Company’s Affiliated Units who have established an employment relationship with those Affiliated Units.
(2) Remuneration levels for overseas employees shall be determined by reference to local market remuneration data and aligning with the Company’s remuneration strategy.
(3) Taking into account the regional differences, the human resources departments of subsidiaries and the Group Human Resources Center shall jointly formulate detailed implementation rules for remuneration management of overseas employees, which shall be implemented after approval by the Human Resources Committee of the Company.
(4) The total remuneration for overseas employees shall be included in the Company’s total remuneration and managed centrally.
Article 27 Remuneration Management for Domestic and Overseas Expatriate
(1) The Company establishes allowance standards for domestic and overseas expatriates based on factors such as the price level, living and working conditions at the assigned location. Overseas employees assigned to domestic location shall receive assignment allowances in accordance with the applicable standards based on their specific assignment location.
(2) The remuneration standards for overseas employees stationed in China remain unchanged, but their domestic allowances and subsidies will be cancelled.
CHAPTER IX PERFORMANCE EVALUATION
Article 28 Performance Evaluation Body
(1) The Board’s Compensation and Evaluation Committee shall be responsible for organizing the performance evaluations of the Company’s directors and senior management; the Company may entrust a third party to conduct such evaluations.
(2) The performance evaluation of the Company’s employees shall be conducted by their respective departments in accordance with the Employee Performance Management System.
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APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
Article 29 Performance Evaluation of Company Directors
(1) Executive directors and employee representative directors who serve as senior management within the Company shall be evaluated in accordance with the performance management system corresponding to their positions within the Company.
(2) The Company shall not conduct performance evaluations for non-executive directors who do not hold positions within the Company.
(3) The performance evaluation of independent directors shall be conducted through methods such as self-evaluation and peer evaluation.
Article 30 Performance Evaluation of the Company’s Senior Management
The performance evaluation of the Company’s senior management emphasizes the fulfillment of individual job responsibilities and value contribution. It is conducted on an annual basis and evaluates performance across dimensions such as business performance, organizational health (professional maturity), and individual leadership.
CHAPTER X SUSPENSION OF PAYMENT AND RECOUPMENT
Article 31
When the Company makes a retrospective restatement of its financial reports due to misstatements such as financial fraud, it shall promptly reassess the performance-based remuneration and medium- to long-term incentive income of directors and senior management, and accordingly recover the excess portion distributed.
Article 32
If the directors or senior management of the Company breach their duties and causes losses to the Company, or are at fault for illegal or non-compliant acts such as financial fraud, misappropriation of funds, or unauthorized guarantees, the Company shall, depending on the severity of the circumstances, reduce or suspend the payment of any outstanding performance-based remuneration and medium- to long-term incentive income, and recover all or part of the performance-based remuneration and medium- to long-term incentive income already paid during the period in which the relevant acts occurred.
APPENDIX II
REMUNERATION MANAGEMENT SYSTEM
CHAPTER XI SUPPLEMENTARY PROVISIONS
Article 33
In the event of major adjustments to national policies or the occurrence of significant force majeure events, this system will be adjusted as appropriate.
Article 34
Any matters not covered by this system shall be handled in accordance with relevant national laws, administrative regulations, departmental rules, normative documents, and the Articles of Association. In the event that this system conflicts with the requirements of national laws, regulations, normative documents or the Articles of Association, the requirements of relevant national laws, regulations, normative documents, and the Articles of Association shall prevail.
Article 35
This system shall take effect upon approval by the general meeting, and the original Remuneration Management System of Xinjiang GOLDWIND SCIENCE&TECHNOLOGY Co., Ltd. shall be simultaneously repealed.
Article 36
The board of directors is responsible for interpreting this system.
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For identification purpose only
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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)
NOTICE OF 2026 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 first extraordinary general meeting ("EGM") of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (the "Company") will be held at the Company's Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:50 p.m. on Tuesday, 26 May 2026 for the purposes of considering and, if thought fit, approving the following matters.
SPECIAL RESOLUTIONS:
- To consider and approve the repurchase of A shares through centralized price bidding:
1.01 Purpose and use of shares to be repurchased
1.02 Fulfillment of relevant conditions for shares to be repurchased
1.03 Methods of shares to be repurchased
1.04 Type and number of shares to be repurchased, the proportion to the total share capital and the proposed total amount of funds for the repurchase
1.05 Source of funds for shares to be repurchased
1.06 The price or price range and pricing principle for shares to be repurchased
1.07 Period of shares to be repurchased
1.08 Authorization matters for shares to be repurchased
- For identification purpose only
NOTICE OF EXTRAORDINARY GENERAL MEETING
ORDINARY RESOLUTION:
- To consider and approve the amendment to GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.'s Remuneration Management System
By order of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
MA Jinru
Company Secretary
6 May 2026
Notes:
-
Each shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf at the EGM. A proxy need not be a shareholder of the Company. A proxy of a shareholder may vote on a poll. The shareholder shall have one vote for each share that they hold.
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The H share register of members of the Company will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026 (both days inclusive) for the purpose of determining the shareholders entitled to attend the EGM. During the above-mentioned period, no H share transfer will be registered. H shareholders whose names appear on the H share register of members as at the close of business on Tuesday, 19 May 2026 are entitled to attend the EGM. In order to attend and vote at the EGM, H shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 May 2026.
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The instruments appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be under the hand of its duly authorised attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.
-
The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for holders of the H shares of the Company, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should you so wish.
-
The EGM is expected to last for half a day and shareholders (in person or by proxy) attending the meeting shall be responsible for their own transportation and accommodation expenses.
-
39 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
- If the EGM is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.
As of the date of this notice, 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.
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NOTICE OF H SHAREHOLDERS' CLASS MEETING
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)
NOTICE OF 2026 FIRST H SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVEN that the 2026 first H shareholders' class meeting ("HCM") of GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.* (the "Company") will be held at the Company's Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC on Tuesday, 26 May 2026 after conclusion of the EGM and ACM for the purposes of considering and, if thought fit, approving the following matters.
SPECIAL RESOLUTIONS:
- To consider and approve the repurchase of A shares through centralized price bidding:
1.01 Purpose and use of shares to be repurchased
1.02 Fulfillment of relevant conditions for shares to be repurchased
1.03 Methods of shares to be repurchased
1.04 Type and number of shares to be repurchased, the proportion to the total share capital and the proposed total amount of funds for the repurchase
1.05 Source of funds for shares to be repurchased
1.06 The price or price range and pricing principle for shares to be repurchased
1.07 Period of shares to be repurchased
1.08 Authorization matters for shares to be repurchased
By order of the Board
GOLDWIND SCIENCE&TECHNOLOGY CO., LTD.*
MA Jinru
Company Secretary
6 May 2026
- For identification purpose only
NOTICE OF H SHAREHOLDERS' CLASS MEETING
Notes:
-
Each shareholder entitled to attend and vote at the HCM is entitled to appoint a proxy to attend and vote on his/her behalf at the HCM. A proxy need not be a shareholder of the Company. A proxy of a shareholder may vote on a poll. The shareholder shall have one vote for each share that they hold.
-
The H share register of members of the Company will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026 (both days inclusive) for the purpose of determining the shareholders entitled to attend the HCM. During the above-mentioned period, no H share transfer will be registered. H shareholders whose names appear on the H Share register of members as at the close of business on Tuesday, 19 May 2026 are entitled to attend the HCM. In order to attend and vote at the HCM, H shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 May 2026.
-
The instruments appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be under the hand of its duly authorised attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.
-
The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for holders of the H shares of the Company, not less than 24 hours before the time fixed for holding the HCM or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should you so wish.
-
The HCM is expected to last for half a day and shareholders (in person or by proxy) attending the meeting shall be responsible for their own transportation and accommodation expenses.
-
If the HCM is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.
As of the date of this notice, 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.
- 42 -