GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Regulatory Filings 2018

Mar 23, 2018

Ho n g Kong Exc h anges and C learing Li m ited and The Stock Exc h ange of Ho n g Kong Li m ited tak e no respons i bility for th e contents o f this announ c ement, ma k e no repres e ntation as t o its acc u racy or co m pleteness a n d expressly disclaim an y liability w h atsoever fo r any loss ho w soever arisi n g from or i n reliance u p on the whole or any part of the cont e nts of this ann o uncement.

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OVERSEAS REGULATORY ANNOUNCEMENT

Thi s announc e ment is made pursu a nt to Rule 13.10B o f the Rules Governin g the Lis t ing of Securities on T h e Stock Ex c hange of H ong Kong L imited .

Th e board of d irectors (t h e “ Board ” ) of Xinji a ng Goldwind Science & Technology Co., Ltd. (t h e “ Company ”) her e by enclo s e the announceme n t entitled the “ A N NOUNCE M ENT R E GARDIN G THE P R OPOSAL ON THE COMPA N Y’S SA T ISFACTI O N OF C O NDITIO N S FOR P UBLIC I S SUE O F SECURI T IES TH R OUGH R I GHTS IS S UE ” whic h has bee n published by the C o mpany o n the we b site of the S henzhen S tock Exch a nge for yo u r referenc e .

B y order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

Ma Jinru

Company S ecretary

Bei j ing, 23 M a rch 2018

As a t the date o f this annou n cement, the Company’s e xecutive di r ectors are M r. Wu Gan g , Mr. Wa n g Haibo an d Mr. Cao Z h igang; non - executive d i rectors are M r. Zhao G u oqing, Mr. F eng Wei and Mr. Gao Jianjun; a n d the inde p endent non- e xecutive di r ectors are M r. Yang Xia o sheng, Mr. L uo Zhenba n g, and Dr. T in Yau Kel v in Wong.

• F o r identificati o n purpose only

Stock Code: 002202 Stock Name: Goldwind Announcement Code: 2018-015

XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD. ANNOUNCEMENT REGARDING THE PROPOSAL ON THE COMPANY’S SATISFACTION OF CONDITIONS FOR PUBLIC ISSUE OF SECURITIES THROUGH RIGHTS ISSUE

The Company and all members of the Board warrant that information contained herein are true, accurate and complete in all material respects and not deceptive or misleading, and there is no omission of any material information the omission of which would render any statement herein misleading.

To meet its business development and capital requirement and enhance its competitiveness, Xinjiang Goldwind Science & Technology Co., Ltd. (the “Company”) proposed the rights issue of A shares and H shares to its existing shareholders (the “Rights Issue”). Pursuant to 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”) and the Administrative Measures for the Issue of Securities by Listed Companies (the “Administrative Measures”) and other relevant laws, regulations and normative documents, after careful internal examination of each item, the Board, by reference to the requirements of relevant qualifications and conditions for Rights Issue by listed companies, believes that the Company complies with the provisions and requirements on Rights Issue by listed companies as stipulated in the relevant laws, regulations and normative documents and meets the qualifications and conditions for applying for Rights Issue. The particulars are as follows:

• I. The Company complies with the relevant provisions under the Securities Law

• (I) The Company’s issue of shares through Rights Issue complies with the following requirements as set forth in Article 13 of the Securities Law:

  1. A sound and well-operated organization;

  2. A sustainable profit-making ability and a sound financial status;

  3. No false statements in its financial and accounting documents for the recent three years, and no other material violations of laws; and

  4. Other requirements as prescribed by the securities regulatory authority under the State Council.

• (II) The Company has not failed to correct any unauthorized alteration of the purpose of proceeds, or any such alteration has failed to be approved by

the shareholders’ general meeting, which complies with Article 15 of the Securities Law.

II. The Company complies with the relevant provisions of the Administrative Measures

• (I) The Company has a sound and well-operated organization, which complies with Article 6 of the Administrative Measures:

• Its Articles of Association are lawful and effective, and it has sound systems with respect to shareholders’ general meeting, board of directors, board of supervisors and independent directors, who are able to effectively perform their respective duties and functions in accordance with the law;

• The Company has a sound internal control system, which can effectively ensure the Company’s operating efficiency, its compliance with laws and regulations, and the reliability of its financial reports. There are no serious defects with regard to the completeness, reasonableness and validity of the internal control system;

• The current directors, supervisors and officers are qualified for their posts and can faithfully and diligently perform their duties. None of them has committed any act in violation of Article 147 or Article 148 of the Company Law, or has received any administrative punishment by China Securities Regulatory Commission (“CSRC”) within the recent 36 months, or has been publicly condemned by the stock exchange within the recent 12 months;

• The Company has no actual controller, is separates from its shareholder entities in personnel, assets, financial affairs, organs and business, and can carry out its business operations and management independently;

• The Company has not provided any illegal guaranty to any others within the recent 12 months.

• (II) The Company has a sustainable profit-making ability, which complies with Article 7 of the Administrative Measures:

• The Company has been profitable for the last three fiscal years on a consecutive basis (with the lesser between the net profits after deduction of the nonrecurring profits and losses and the net profits before such deduction being used as the basis of calculation);

• The Company has relatively stable sources of business and profit and it does not substantially rely on its substantial shareholders;

• The Company can continue its existing principal business or investment on a sustainable basis. It has a sound business operation

model and investment plan, and the market prospects of its main products or services are good. There is no imminent or foreseeable material adverse change in the business operation environment or market demand of the industry;

1. The officers and the core technicians are stable and have seen no material adverse changes in the recent 12 months;

2. The Company’s important assets, core technologies or other important interests have been obtained lawfully, and can be continuously utilized, and there is no imminent or foreseeable material adverse change therein;

3. There is no guaranty, lawsuit, arbitration or any other important matter that is likely to seriously affect the continuous business operations of the Company;

4. The Company has not publicly issued any securities within the recent 24 months, there is no such circumstance where the Company’s operating profits for the year of issue decrease by 50% or more from the previous year.

5. (III) The Company has a good financial status, which complies with Article 8 of the Administrative Measures:

6. The Company’s basic accounting work meets the standard and is in strictly compliance with the unified accounting system of the state;

7. With respect to the financial statements for the recent three years and one period, no certified public accountant has issued an audit report with qualified opinions or negative opinions, or has been unable to give an opinion;

8. • The assets are of good quality;

9. The Company’s business outcomes are genuine and its cash flows are normal. It has strictly complied with the relevant accounting standards of the state in the recognition of its business incomes, costs and expenses. It has made full and reasonable provisions for asset impairment in the recent three years and has never manipulated its operating results;

10. The profits which it has accumulatively distributed in cash in the recent three years are not less than 30% of the average annual distributable profits realized in the recent three years.

11. (IV) The Company has made no false statement in its financial and accounting documents within the recent 36 months and has not committed any of the following serious illegal acts as stipulated in Article 9 of the Administrative Measures:

12. The Company has received any administrative punishment by CSRC or has been given any criminal punishment due to its violation of any securities law, administrative regulation or rule;

13. The Company has received any administrative punishment, of which the circumstances are serious, or has been given any criminal punishment due to its violation of any industry and commerce, tax, land, environmental protection or customs law, administrative regulation or rule;

14. Acts in violation of other laws or administrative regulations of the state, of which the circumstances are serious.

15. (V) The amount and use of the proceeds from the proposed Rights Issue by the Company comply with Article 10 of the Administrative Measures:

16. The amount of proceeds does not exceed the amount required by the project;

17. The project in which the proceeds will be invested is in line with the industrial policies of the state as well as the laws and administrative regulations on environmental protection and land management;

18. The proceeds from the proposed Rights Issue will not be used for holding transactional financial assets or financial assets available for sale, or for lending to others or entrusted wealth management or other financial investments, and will not be directly or indirectly invested in any company which mainly engages in the buying and selling securities;

19. The Company has no actual controller, the use of proceeds from the proposed Rights Issue and the implementation of the target projects for investment will not result in the Company’s competition with its controlling shareholder or the actual controller, or affect the Company's independence in production and business operations;

20. The Company has made rules on the special deposition of proceeds, and proceeds must be deposited in the special account as decided by the Board of the Company.

21. (VI) The Company has committed no serious violations of laws and regulations as listed Article 11 of the Administrative Measures:

22. The application documents for the issue contain any false statement, misleading statement or serious omission;

23. The Company has changed the purposes of the proceeds from its previous public issue of securities without authorization, and failed to make a correction;

24. The Company has ever been publicly condemned by the stock exchange within the recent 12 months;

25. The Company and its substantial shareholders have failed to perform their public commitments to investors within the recent 12 months;

26. The Company or any of its current directors and officers has been the subject of any investigation by the judicial authority due to any suspected crime or any investigation by CSRC due to any suspected violation of laws and regulations;

27. Other circumstances where the legitimate rights and interests of investors or public interests are severely impaired.

28. (VII) The proposed Rights Issue by the Company complies with Article 12 of the Administrative Measures:

29. The number of shares to be issued by the Company does not exceed 30% of the total shares prior to the Rights Issue;

30. The substantial shareholders of the Company have publicly undertaken to subscribe for the number of shares to be issued to them;

31. The A shares to be issued by the Company this time will be issued on a non-fully-underwritten basis as stipulated in the Securities Law.

In conclusion, the Board believes that, as the Company has a sound and well-operated organization, its profit-making ability is sustainable and its financial status is sound, there is no false statement in the Company’s financial and accounting documents, the amount and use of its proceeds comply with the relevant regulations, and it has committed no material violation of laws, the Company complies with the provisions and requirements on Rights Issue by listed companies as stipulated in the relevant laws and, regulations, and it meets the qualifications and conditions for applying for Rights Issue.

The Board

Xinjiang Goldwind Science & Technology Co., Ltd.

23 March 2018