GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Regulatory Filings 2016

Mar 29, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The board of directors (the “ Board ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) hereby encloses the announcement entitled the “ Announcement regarding the Participation in Establishing Tianrun Dongfang Clean Energy Fund by a Wholly Owned Subsidiary” which has been published by the Company on the website of the Shenzhen Stock Exchange for your reference.

By order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd. Ma Jinru Company Secretary

Beijing, 29 March 2016

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, Mr. Yu Shengjun and Mr. Zhao Guoqing; and independent non-executive directors are Dr. Tin Yau Kelvin Wong, Mr. Yang Xiaosheng and Mr. Luo Zhenbang.

* For identification purpose only

Stock Code: 002202 Stock Name: Goldwind Announcement Code: 2016-016

Xinjiang Goldwind Science & Technology Co., Ltd Announcement Regarding

Participation in Establishing Tianrun Dongfang Clean Energy Fund by a Wholly Owned Subsidiary

The Company and all members of the board of directors warrant that information contained herein is true, accurate and complete, and this announcement does not contain false or misleading misrepresentation or material omission.

I. Summary

Beijing Tianrun New Energy Co., Ltd ( “ Beijing Tianrun ” or “ Tianrun ”), as a wholly owned subsidiary of Xinjiang Goldwind Science & Technology Co. Ltd ( “ Goldwind ” or the “ Company ”), is planning to invest RMB1.5 billion, RMB300 million at the first stage, in founding Tianrun Dongfang Clean Energy Fund (Limited Partnership) (the “ Tianrun Dongfang Fund ”).

With 9 votes of approval, 0 against and 0 abstain, Proposal in Relation to Beijing Tianrun New Energy Investment Co., Ltd.’s Participation in Establishing Tianrun Dongfang Clean Energy Fund (Limited Partnership) is passed in the 21[st] meeting of 5[th] board meeting of the Company on 29 March 2016. According to Rules of Shenzhen Stock Exchange for the Listing of Stocks , SME Board Listed Companies Standardize Operational Guidelines and other provisions, this external investment does not form a connected transaction, or cause major reorganization of assets stipulated in Listed Companies Major Asset Restructuring Management Approaches . The investment still needs to be submitted to the shareholders' meeting for further deliberation.

II. Basic Information of the Partners

1. Partner: China Oriental Asset Management (International) Holding Co., Ltd.

( “ Oriental International ”)

Scope of Business: Investment Registered Address: Room 4802-4803, Hong Kong Convention and Exhibition Center, Wanchai, Hong Kong

1. Partner: Empyrean Management (Hong Kong) Limited (“ Jiutian Hong

Kong ”)

Scope of Business: equity investment management and asset management Registered Capital: HKD5 million

Registered Address: Room 401, Level 4, Jardine Building, the Center, Hong

Kong

III. Summary of the Management Company and the Fund

• i. Summary of the management company

  1. Set up investment management company

     • Beijing Tianrun is planning to form Beijing Jinrun Investment Management Co. Ltd (tentatively, for reference only, “ Beijing Jinrun ”) as a major participant in the investment of Tianrun Dongfang Fund and investment management activities:

     • Registered Capital: RMB1 billion, no less than RMB300 million at the first stage; the remaining investment will be invested by Beijing Tianrun after attaining separate approvals of authorization by the directors of the Company.

• ii. Fund Summary

  1. Establishment of the fund management company

     • If all three initiators jointly contribute to the establishment of fund management company, then [Beijing Jinrun], Oriental International, and Jiutian Hong Kong should contribute at a ratio of 40%:30%:30% respectively, with the registered capital of the fund management company not exceeding RMB100 million.

Fund name: Tianrun Dongfang Clean Energy Fund (Limited Partnership) (“ Tianrun Dongfang Fund ”)

1. Total size of the fund: RMB15 billion, invested by all partners; the size of first stage fund is RMB3 billion.

2. Investors of the first stage investment and investment amount: [Beijing Jinrun] should contribute RMB1.5 billion (10%) of total investment, first stage investment should be no less than RMB300 million.

3. Fund validity period: 7 years; initiators have rights to put forward proposal, and the period can be extended for 2 years with approval of more than 51% limited partners.

4. Fund withdrawal methods include but not limited to: long-term holding, capital market withdrawal and securitization of capital.

5. Scope of investment of the fund: more mature wind power (including micro grid, hydrogen production from wind power, wind power heating) in new energy field, and other projects in clean energy field, developing and acquiring wind power generation projects that are under construction or have operated.

IV. Influence to the Company

Setting up clean energy fund, the business scope of Beijing Tianrun can be extended to not just investing in wind power and clean energy fields, but offering investment and financing service based on clean energy field to the outside. And not only being a professional clean energy generator, but also becoming an asset manager in clean energy field. Tianrun will also integrate the various demands of wind farm investment, a variety of resources to achieve win-win situation.

Within 12 months after the occurrence of this investment, idle raised fund will not be used to temporarily supply working capital, the direction of raised fund will not be changed to permanent working capital, surplus funds will not be permanently used to supply working capital or repay bank loans.

V. Risks and Counter-measures

1. Market Risk: private equity investment fund mainly carries out corporate equity investment. And the market value of target corporate is influenced by economic factors, political factors and etc., which will change the income level of the fund and generate risk.

Counter-measures: the fund investment strategy invests projects of mature wind power industry of new energy area, including micro-grid, wind power hydration production, wind power heating, and other clean energy area, which follows the spirit of China’s government and supervisory institutions with lower political risk and strong development ability.

1. Management Risk: the managers will use their investment skills and risk analysis methods to make decisions when they are operating the fund investment plan, but there is no guarantee that these skills and methods will achieve the planned results.

Counter-measures: every founding partner has substantial experience in wind power industry and equity investment area. The fund will set up investment decision, performance, integration and asset management procedure, which will be improved during the execution.

1. Liquidity Risk: The fund yield rate will decrease when the project withdrawal time is delayed or the percentage of long-term holding asset is too high.

Counter-measures: the management team has substantial experience in the capital market. The management shareholder as a listed company, has strong control of the withdrawal time; the funds shall divide the projects according to the different yield rate at different stage and design pointed holding or withdrawal strategy.

Besides, the investment shall carry out internal supervision and control procedure with reference to the Risk Investment Management Regulation .

VII. Opinion of Independent Directors

The formation of the funding platform expands asset service business of the Company within full life cycle of wind farms, it is beneficial for the Company to enhance its ability to provide systematic solutions, and promoting the transformation of the Company from manufacturing to servicing. The process of decision making of the establishment of industry fund is lawful and effective, there is no damage to the Company and the interests of minority shareholders. We all agreed to submit this proposal to the first extraordinary general meeting of the Company in 2016 for further consideration.

VIII. Opinion of Sponsor Institution

After reviewing meeting documents, deliberation result as well as opinions of independent directors and communicating with relevant executives about procedure of risk investment implementation and risk control solutions, the sponsor institution, Guotai Junan Securities Co., Ltd., believes that:

1. Goldwind has set up related management systems of risk investment, which makes clear provisions in terms of principles, scope, rights and internal review of corporate risk investment.

2. After a discussion in the board meeting, two thirds of directors voted for approval of the risk investment mentioned above; and the independent directors expressed opinion of consent. This issue, therefore, will be submitted to shareholders’ meeting for further consideration.

3. The Company will not use idle raised fund to temporarily supply working capital, the direction of raised fund will not be changed to permanent working capital, and surplus funds will not be permanently used to supply working capital or repay bank loans.

Due to certain hazards of the scope of investment, the sponsor institution requests the board of directors and related executives to pay full attention to following issues:

1. Pay attention to potential risks brought by the risk investment to the company, and strictly follow risk investment system and reviewing procedure.

2. After obtaining approval in the shareholders’ meeting, relevant executives and other staff should pay attention to related market risks. Invest and make decisions cautiously, and take the responsibility of disclosing information truly, accurately, completely and in time.

3. The Company should strictly comply with regulatory documents made by the China Securities Regulatory Commission and the Shenzhen Stock Exchange as well as internal management systems to ensure the legal compliance of the use of funds raised.

4. The Company, in conducting risk investment, should ensure sufficiency of working capital and organized production and operation.

The sponsor institution has no objection to the risk investment project to be implemented by Goldwind.

Announcement is hereby given.

The Board

Xinjiang Goldwind Science & Technology Co., Ltd.

29 March 2016