GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Regulatory Filings 2015

Mar 27, 2015

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND SHAREHOLDERS’ RETURN PLAN FOR THE THREE YEARS OF 2015-2017

The board of directors (the “ Board ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) hereby announces that, in order to comply with the Regulatory Guidance to the Listed Companies No.3 – Distribution of Cash Dividends by the Listed Companies (《上市公司監管指引第3 號——上市公司分紅》) issued by the China Securities Regulatory Commission (the “ CSRC ”) in relation to improving the profit distribution of the Company, enhancing transparency of profit distribution and safeguarding investors’ interests, the Board wishes to propose amendments to the Company’s articles of association (the “ Articles of Association ”) and formulating the Shareholders’ Return Plan for the Three Years of 2015 to 2017:

A. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendments are as follows:

1. Article 15.13:

The Company shall distribute dividends in cash, shares or a combination of cash and shares.

is proposed to be amended to :

The Company shall distribute dividends in cash, shares or a combination of cash and

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shares. The Company shall take cash distribution as a preferable way of profit distribution.

2. Article 15.19 :

Conditional upon the Company being profitable and the retained distributable profit being positive as well as the cash flow being able to satisfy the continuing operation and sustainable development of the Company, the Company shall distribute cash dividends. The accumulated distribution of cash dividends over the last 3 years shall not be less than 30% of the average distributable profits for the last 3 years. If the operation of the Company is healthy, and the Board of the Company believes the scale of share capital does not match the operation scale of the Company and dividend payment in shares will be in the interests of all shareholders of the Company, the Company may propose to distribute dividends in shares.

The Company shall distribute the profit in accordance with the Company’s consolidated financial statements or the financial statements of the Company itself, whichever is lower.

The Company shall pay dividends once a year in principle. However, the Board may propose payment of interim dividends in line with the profitability of the Company.

The Board shall propose the preliminary profit distribution plans. The independent non-executive directors shall provide their independent opinions on the plans. The shareholders of the Company at the general meeting will make decisions on the plans. Opinions of shareholders (especially minority shareholders) and the independent non-executive directors shall be heard and considered during the process of formulating and deciding the profit distribution plans.

If the Company is required to make adjustments to the profit distribution policies in line with its production and operation, investment plans, and development strategies, the adjusted profit distribution policies shall not violate the relevant regulations of the CSRC and the stock exchanges. The adjustments of the profit distribution policies must be reviewed and approved by the Board, as well as by the shareholders by an affirmative vote of two-thirds or more of all shareholders attending the general meeting. The Company will provide the shareholders with on-line vote platform.

is proposed to be amended to :

Conditional upon the Company being profitable and the retained distributable profit being positive as well as the cash flow being able to satisfy the continuing operation and sustainable development of the Company, the Company shall distribute cash dividends.

When proposing distribution of dividends, the Board shall take into account, among other things, features of the industries where the Company operates, its

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development stage, business model, profit level and whether it has any significant capital expenditure plans and formulate profits distribution proposals in accordance with the provisions set out below and procedures provided in the Articles of Association :

• (1) If the Company is at the mature stage of development and has no significant capital expenditure plan, the proportion of cash dividends shall be at least 80% in the profit distribution;

• (2) If the Company is at the mature stage of development and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 40% in the profit distribution;

• (3) If the Company is at the growing stage and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 30% in the profit distribution.

If it is difficult to determine the Company’s stage of development while it has a significant capital expenditure plan, the profit distribution may be dealt with pursuant to the rules applied in the previous distribution.

If the operation of the Company is healthy, and the Board of the Company believes the scale of share capital does not match the operation scale of the Company and dividend payment in shares will be in the interests of all shareholders of the Company, the Company may propose to distribute dividends in shares.

The Company shall distribute the profit in accordance with the Company’s consolidated financial statements or the financial statements of the Company itself, whichever is lower.

The Company shall pay dividends once a year in principle. However, the Board may propose payment of interim dividends in line with the profitability of the Company.

The Board shall propose the preliminary profit distribution plans. The independent non-executive directors shall provide their independent opinions on the plans. The shareholders of the Company at the general meeting will make decisions on the plans. Opinions of shareholders (especially minority shareholders) and the independent non-executive directors shall be heard and considered during the process of formulating and deciding the profit distribution plans. The Company shall take the initiative to communicate with shareholders, in particular minority shareholders through various channels, including investor interactive platform, investors hotline, email and etc. The Company shall provide feedback on questions from minority shareholders in a timely manner.

- The independent non executive directors may collect opinions from minority shareholders for formulating and putting forward a profit distribution proposal to the Board of the Company for consideration.

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Where the Company needs to make adjustments to its profit distribution policies in line with its production and operation, investment plans and development strategies, the Board shall provide specific discussions and detailed reasons therefor and formulate a written discussion report, and the independent non-executive directors shall provide explicit opinions . The adjusted profit distribution policies shall not violate the relevant regulations of the CSRC and the stock exchanges. The adjustments of the profit distribution policies must be reviewed and approved by the Board, as well as by the shareholders by an affirmative vote of two-thirds or more of all shareholders attending the general meeting. The Company will provide the shareholders with on-line vote platform.

B. SHAREHOLDERS’ RETURN PLAN FOR THE THREE YEARS OF 2015 To 2017

1. Principles of the Plan

The Plan was formulated in accordance with relevant laws, regulations and provisions regarding dividend distribution in the Articles of Association. This Plan places great importance on a fair return on shareholders’ investment, as well as taking into consideration the sustainable development of the Company and the continuity and stability of the profit distribution policy of the Company.

2. Factors Considered in Formulating the Plan

The Plan aims to establish a sustainable and stable system of investment return for the shareholders after having taken full considerations of factors including the Company’s current and future profitability, cash flow, current development stage, funding requirements of project investment, bank credit, debt financing conditions, the Company’s operations and development, cost of social funds and financing market environment.

3. Shareholders Return Plan For The Three Years of 2015 to 2017

Over the three years of 2015 to 2017, the Company shall distribute dividends in cash, shares or a combination of cash and shares. And the Company shall take cash distribution as a preferable way of profit distribution.

Conditional upon the Company being profitable and cash flow being able to satisfy the continuing operation and sustainable development of the Company, the Company shall actively distribute cash dividends and value the importance of shareholders return.

Over the three years of 2015 to 2017, when proposing distribution of dividends, the Board shall take into account, among other things, features of the industries where the Company operates, its development stage, business model, profit level and whether it has any significant capital expenditure plans and formulate profits distribution proposals in accordance with the provisions set out below and procedures provided in the Articles of

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Association:

• (1) If the Company is at the mature stage of development and has no significant capital expenditure plan, the proportion of cash dividends shall be at least 80% in the profit distribution;

• (2) If the Company is at the mature stage of development and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 40% in the profit distribution;

• (3) If the Company is at the growing stage and has a significant capital expenditure plan, the proportion of cash dividends shall be at least 30% in the profit distribution.

If it is difficult to determine the Company’s stage of development while it has a significant capital expenditure plan, the profit distribution may be dealt with pursuant to the rules applied in the previous distribution.

If the operation of the Company is healthy, and the Board of the Company believes the scale of share capital does not match the operation scale of the Company and dividend payment in shares will be in the interests of all shareholders of the Company, the Company may propose to distribute dividends in shares.

4. Resolution, Supervision and Disclosure Procedures

• a) The Board shall formulate the preliminary profit distribution plans and submit to the shareholders’ general meeting for consideration and approval after obtaining the independent opinions expressed by the independent non-executive directors. Opinions of shareholders (especially minority shareholders) and the independent non-executive directors shall be heard and considered during the process of deciding the profit distribution plans at the shareholders’ general meeting. The Company shall take the initiative to communicate with shareholders, in particular minority shareholders through various channels, including investor interactive platform, investor hotline, email and etc. The Company shall provide feedback on questions from minority shareholders in a timely manner.

The independent non-executive directors may collect opinions from minority shareholders for formulating and putting forward a profit distribution proposal to the Board of the Company for consideration.

• b) In the event that the Company’s annual results are profitable and yet the Board does not propose a cash dividends distribution plan, the Board shall, in the Company’s periodical reports, provide detailed explanations for not proposing distribution of cash dividends, proposed use and plan for such funds retained by the Company. Independent non-executive directors shall issue independent opinions on such explanations and shall be disclosed to the public. In the event that there are misappropriations of funds by shareholders, the Company shall withhold the cash dividends for which such shareholders are entitled in order to

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repay the misappropriated funds.

• c) The Company shall disclose in details the formulation and implementation of the dividend distribution policy in its periodic reports including compliance with the Articles of Association or resolutions of the shareholders’ general meeting, accuracy and clarity of dividend distribution plan, compliance with relevant decision-making procedures requirements, performance and contributions of the independent directors, whether or not minority shareholders’ opinions have been fully taken into consideration and whether or not the legal rights of minority shareholders have been fully protected.

5. Revision Mechanism for this Plan

In the event that the profit distribution policy and shareholders’ return plan require change based on the Company’s production and operations plan, investment plans, development strategy and other factors, the Company shall, with an aim of protecting the interests of shareholders, discuss in details with minority shareholders and provide reasons for such change, and the Board shall propose resolutions to the shareholders’ general meeting on the bases that opinions of minority shareholders have been fully heard and the independent non-executive directors’ independent opinions have been obtained. The Company shall provide an online voting platform for the shareholders. The Company shall also discuss in details in its periodic reports on whether the revised or changed plans are in compliance with regulations and procedure requirements and transparent.

6. The Board has the authority to interpret the plan, and the plan shall become effective as of the date of approval of the shareholder at the general meeting.

Note: the Shareholders’ Return Plan is written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

The proposed amendments to the Articles of Association and the shareholders’ return plan for the three years of 2015 to 2017 are subject to the approval by the Shareholders at the general meeting to be convened by the Board in due course. The notice of the general meeting shall be issued at a later date.

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

Beijing, 27 March 2015

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. Li Ying, Ms. Hu Yang and Mr. Yu Shengjun; and independent non-executive directors are Dr. Tin Yau Kelvin Wong, Mr. Yang

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Xiaosheng and Mr. Luo Zhenbang.

* For identification purpose only

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