Xinjiang Goldwind Science & Tech : PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Xinjiang Goldwind Science & Technology Co., Ltd., you should at once hand this circular together with the accompanying form 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.

XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.*

新疆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

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the shareholders of Xinjiang Goldwind Science & Technology Co., Ltd. to be held at Conference Room, No. 8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Friday, 20 December 2019 is set out on pages 13 to 14 of this circular.

A form of proxy and a reply slip for use in connection with the extraordinary general meeting of the shareholders of Xinjiang Goldwind Science & Technology Co., Ltd. are enclosed herewith and published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). Whether or not you are able to attend the meeting, please complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 20 days and 24 hours, respectively, before the time designated for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

4 November 2019

• For identification purposes only

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . 13

APPENDIX - ESTIMATED ANNUAL CAP FOR CONTINUING

CONNECTED TRANSACTIONS (A SHARE) FOR 2020 . . . . . . 15

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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 SZSE and traded in RMB;
''Articles of Association''	the articles of association of the Company, as amended,
	modified or otherwise supplemented from time to time;
''Board''	the board of directors of the Company;
''China Three Gorges''	China Three Gorges New Energy (Group) Co., Ltd.*（中國
	三峽新能源（集團）股份有限公司）, a limited liability
	company established under the laws of the PRC previously
	known as China Three Gorges New Energy Co., Ltd.*（中
	國三峽新能源有限公司）and a substantial shareholder of
	the Company;
''Company''	新疆金風科技股份有限公司 (Xinjiang 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 SZSE;
''Directors''	the directors of the Company;
''Extraordinary General Meeting''	the extraordinary general meeting of the Company to be
or ''EGM''	convened at Conference Room, No. 8, Boxing Yi Road,
	Economic & Technological Development District, Beijing,
	PRC at 2:30 p.m. on Friday, 20 December 2019, the notice
	of which is set out on pages 13 to 14 of this circular;
''Group''	the Company and its subsidiaries;
''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;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;

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DEFINITIONS

''Latest Practicable Date''	29 October 2019, 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;
''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;
''RMB''	Renminbi, the lawful currency of the PRC;
''Shareholder(s)''	shareholder(s) of the Company;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''subsidiary''	has the meaning as ascribed in the Listing Rules;
''SZSE''	Shenzhen Stock Exchange;
''SZSE Listing Rules''	The Rules Governing Listing of Stocks on the Shenzhen
	Stock Exchange; and
''WTG''	wind turbine generator.

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LETTER FROM THE BOARD

XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.*

新疆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:	Registered Office:
Executive Directors:	No. 107, Shanghai Road
Mr. Wu Gang (Chairman)	Economic & Technological Development District
Mr. Cao Zhigang	Urumqi
Mr. Wang Haibo	Xinjiang
Non-executive Directors:	Place of Business in Hong Kong:
Mr. Gao Jianjun	Edinburgh Tower, 33/F, The Landmark
Ms. Gu Hongmei	15 Queen's Road Central
Mr. Lu Hailin	Hong Kong

Independent Non-executive Directors:

Dr. Tin Yau Kelvin Wong

Mr Wei Wei

Ms. Yang Jianping

4 November 2019

To the Shareholders,

Dear Sir or Madam,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement dated 23 August 2019 regarding proposed amendments to the Articles of Association.

The purpose of this circular to set out the proposed amendments to the Articles of Association; and to give you notice of the EGM to consider and approve the proposed resolutions.

• For identification purposes only

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LETTER FROM THE BOARD

According to the relevant provisions of the Shenzhen Stock Exchange Implementation Rules of Online Voting at Shareholders' Meeting of Listed Companies and the Articles of Association, the Company will provide online voting platform for holders of A Shares to vote online. Holders of H Shares may attend and vote in person or by proxy while holders of A Shares may vote in person, by proxy or online.

1. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Reference is made to the announcement dated 23 August 2019. According to relevant requirements of Company Law of the People's Republic of China, Articles Guidance for Listing Companies (2019 Revision) and other laws and regulations, the board of Xinjiang Goldwind Science & Technologies Co., Ltd. proposes to amend the Articles of Association. Details of the proposed amendments are as follows:

1. Article 3.07:

The total number of issued ordinary shares of the Company would be 4,225,067,647, of which 3,451,495,248 would be domestic shares listed in the PRC, accounting for 81.69% of the total number of ordinary shares issued by the Company, and 773,572,399 would be H Shares, accounting for 18.31% of the total number of ordinary shares issued by the Company.

is proposed to be amended to:

The total number of issued ordinary shares of the Company would be 4,225,067,647, of which 3,451,495,248 would be domestic shares listed in the PRC, accounting for 81.69% of the total number of ordinary shares issued by the Company, and 773,572,399 would be H Shares, accounting for 18.31% of the total number of ordinary shares issued by the Company.

Domestic shares of the Company are centrally entrusted with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Foreign shares listed on the HKEx are principally entrusted with the Hong Kong Securities Clearing Company Limited, and may also be held by a shareholder in the name of an individual.

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LETTER FROM THE BOARD

2. Article 3.13:

Shares of the Company held by the originators shall not be transferred within one year as of the date of incorporation of the Company. Shares of the Company that were issued prior to a public issue shall not be transferred within one year as of the date on which shares of the Company are listed and traded on the stock exchange.

Directors, supervisors, and senior management personnel of the Company shall declare to the Company their shareholdings in the Company and the changes therein, and shall transfer no more than 25% of their total shareholdings in the Company each year during their term of office. The above personnel shall not transfer their shareholdings in the Company within 6 months after their resignation. For any sale of the shares held by such personnel through listing and trading on a stock exchange within 12 months after 6 months from the date of the declaration of resignation, the number of shares sold in this way may not exceed 50% of their total shareholdings.

is proposed to be amended to:

Shares of the Company held by the originators shall not be transferred within one year as of the date of incorporation of the Company. Shares of the Company that were issued prior to a public issue shall not be transferred within one year as of the date on which A Shares of the Company are listed and traded on the SZSE.

Directors, supervisors, and senior management personnel of the Company shall declare to the Company their shareholdings in the Company and the changes therein, and shall transfer no more than 25% of their total shareholdings in the Company each year during their term of office. No A Shares held by such individual shall be transferred within one year upon the listing of and dealings in the domestic shares. No A shares held by such individual shall be transferred within half year upon the termination of his or her service with the Company.

3. Article 4.03:

The Company may repurchase its outstanding shares in accordance with procedures provided for in laws, administrative regulations, and these Articles, in the following circumstances:

1. cancellation of shares for the purpose of reducing the registered capital of the Company;
2. merger with another company that holds shares in the Company;
3. distribution of share to employees of the Company as rewards;

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LETTER FROM THE BOARD

1. request from shareholders for the Company to repurchase their shareholdings due to their objection to the resolution of merger or division made at a shareholders' general meeting;
2. other circumstances as permitted by laws and administrative regulations.

Repurchase of issued shares by the Company shall be conducted in accordance with the provisions of Articles 4.04 to 4.07 of these Articles.

is proposed to be amended to:

The Company may purchase its outstanding shares in accordance with procedures provided for in laws, administrative regulations, and these Articles, in the following circumstances:

1. deregistration of shares resulting from reduction of share capital of the Company;
2. merger with another company that holds shares in the Company;
3. using the shares for employee shareholding schemes or as share incentives;
4. request from shareholders for the Company to repurchase their shareholdings due to their objection to the resolution of merger or division made at a shareholders' general meeting;
5. using the shares for converting bonds issued by the Company to convert them to stocks;
6. necessary acts by the Company to protect its value while safeguarding the interests of shareholders.

Unless mentioned above, the Company shall not be involved in the purchases of its own shares.

Purchase of issued shares by the Company shall be conducted in accordance with the provisions of Articles 4.04 to 4.07 of these Articles.

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LETTER FROM THE BOARD

4. Article 4.04:

The Company may repurchase its shares by:

1. issuing repurchase offers to all shareholders in the same proportions;
2. repurchasing through open on-market transactions;
3. repurchasing by off-market agreement;
4. other means authorized by the CSRC and local regulatory body of the place of listing.

is proposed to be amended to:

The Company purchase its shares, by open on-market centralized transactions, or by other means authorized by the relevant laws and regulations and CSRC.

In circumstances categorized under provision (3), (5) and (6) of Article 4.03 of these Articles, the Company shall purchase its shares by open on-market centralized transactions.

5. Article 4.06:

Following the legal repurchase of shares by the Company, such shares shall be deregistered within the period prescribed by laws, administrative regulations, and these Articles, and the Company shall apply to the original company registry for registration of the change in registered capital.

The total par value of the deregistered shares shall be deducted from the registered capital of the Company.

In circumstances categorized under provision (1) of Article 4.03 of these Articles, the Company shall deregister such shares within 10 days of the date of repurchase; in circumstances categorized under provisions (2) and (4), such shares shall be transferred or deregistered within 6 months.

Shares of the Company repurchased for distribution to employees as rewards in accordance with provision (3) of Article 4.03 shall not exceed 5% of the total shares issued by the Company. Funds used for such repurchase shall be paid out of the Company's profit after tax, and the repurchased shares shall be transferred to employees within one year.

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LETTER FROM THE BOARD

is proposed to be amended to:

When the Company is to purchase shares because of the circumstances categorized under provisions (1) and (2) of Article 4.03, prior approval shall be obtained in shareholders' general meeting; when the Company is to purchase shares because of the circumstances categorized under provisions (3), (5) and (6) set out above, prior approval shall be obtained in board meeting where over two- thirds of the directors are present, with reference to the regulations of the Articles or authorization of the general meeting.

After the Company has bought back its shares according to law, unless otherwise specified by the government and the regulatory authorities, it shall cancel or transfer the portion of shares concerned in accordance with the regulations of the law or these Articles and shall apply to the industry and commerce registration authority of the change in registered capital following cancellation.

The amount of the Company's registered capital shall be reduced by the total par value of the shares cancelled.

6. Article 10.01:

The Board is established by the Company and shall be responsible to the shareholders' general meeting. Directors shall be natural persons.

The Board shall be composed of 9 directors, including 3 independent directors (namely, directors who are independent from the shareholders of the Company and do not hold any office in the Company, hereinafter referred to as ''independent directors'').

The Board shall elect one Chairman, and one Vice Chairman.

The Board shall establish such specialized committees as the Nomination Committee, Strategy Committee, Audit Committee, Remuneration and Assessment Committee, etc.

Directors may also undertake the president position or other senior management positions of the Company. However, the number of directors that also undertake the president position or other senior management positions of the Company may be less than a half but more than one-third of the total number of directors.

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LETTER FROM THE BOARD

is proposed to be amended to:

The Board is established by the Company and shall be responsible to the shareholders' general meeting. Directors shall be natural persons.

The Board shall be composed of 9 directors, including 3 independent directors (namely, directors who are independent from the shareholders of the Company and do not hold any office in the Company, hereinafter referred to as ''independent directors'').

The Board shall elect one Chairman, and one Vice Chairman.

The Board shall establish such specialized committees as the Nomination Committee, Strategy Committee, Audit Committee, Remuneration and Assessment Committee, etc. Such specialized committees shall be responsible for the Board and perform duties in accordance with the Articles and the authorization of the board of directors. The proposal shall be proposed and reviewed by the Board. Such specialized committees comprise only directors. The number of independent directors in each of the Audit Committee, Nomination Committee and Remuneration and Assessment Committee shall be in the majority and the convener of these committees shall be an independent director. The convener of the Audit Committee shall be an accounting professional. The Board is responsible for constituting the terms and references of such specialized committees, and the regulation of such specialized committees' operations.

The president and senior management can also be directors, but the total number of directors who are also president, senior management and employee representatives shall not exceed one half but not less than one third of the total number of directors of the Company.

7. Article 10.02:

Directors shall be elected by the shareholders at general meetings and serve a term of office for 3 years. Directors may serve consecutive terms if reelected upon the expiration of term of office (independent directors may not serve over 2 consecutive terms).

The written notices in relation to the intentions for nominations of candidates for directors and the agreement of the candidates to accept the nominations shall be given to the Company at least 7 days prior to the shareholders' general meeting, and the Company shall proceed in accordance with Article 8.45 of these Articles.

The Chairman and the Vice Chairman shall be elected and removed by a unanimous vote of more than two-thirds of all the directors.

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LETTER FROM THE BOARD

Any person elected to be a director by the Board to fulfill a temporary vacancy of the Board or an increase in the number of directors on the Board shall only serve in office until the next shareholders' general meeting of the Company, and shall be qualified to stand for reelection upon such time.

Subject to compliance with all relevant laws and administrative regulations, the shareholders' general meetings may by Ordinary Resolution remove any Director whose term of office has not expired (however this will not prejudice any request for compensation which may be raised pursuant to any contract).

Directors are not required to hold shares in the Company.

is proposed to be amended to:

Directors shall be elected and changed by the shareholders at general meetings and can be removed from office before the end of term of office. The directors shall serve a term of three years and may serve consecutive terms if reelected upon the expiration of their terms.

The written notices in relation to the intentions for nominations of candidates for directors and the agreement of the candidates to accept the nominations shall be given to the Company at least 7 days prior to the shareholders' general meeting, and the Company shall proceed in accordance with Article 8.45 of these Articles.

The Chairman and the Vice Chairman shall be elected and removed by a vote of more than one-half of all the directors.

Subject to compliance with all relevant laws and administrative regulations, the shareholders' general meetings may by Ordinary Resolution remove any Director whose term of office has not expired (however this will not prejudice any request for compensation which may be raised pursuant to any contract).

Directors are not required to hold shares in the Company.

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LETTER FROM THE BOARD

8. Article 10.25:

The Board shall keep minutes of decisions on matters discussed at the meetings. Directors attending a meeting and the person recording the minutes shall sign the minutes of that meeting.

is proposed to be amended to:

The Board shall keep minutes of decisions on matters discussed at the meetings. Directors attending a meeting and the person recording the minutes shall sign the minutes of that meeting. The minutes of board meeting shall be kept as archives of the Company with a period of not less than ten years.

9. Addition of Article 11.09:

The senior management shall compensate the damages suffered by the Company due to the violation of the provisions of laws, administrative regulations, departmental regulations or the Articles when discharging their duties.

Under the applicable PRC laws, the proposed amendments shall come into effect upon the approval of the Shareholders by way of special resolution at the EGM and upon obtaining all necessary approvals, authorisations, or registration (if applicable), from or filing with the relevant governmental or regulatory authorities.

With respect to the proposed amendments to Article 4.03, Article 4.04 and Article 4.06, the Company confirms that it will continue to comply with the applicable Listing Rules (including but not limited to Chapter 10 and Chapter 19A of the Listing Rules) on the amendments becoming effective if the Company repurchases any of its A Shares or H Shares.

III. EXTRAORDINARY GENERAL MEETING

The EGM is proposed to be held at Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Friday, 20 December 2019, at which, among other things, the annual cap of the continuing connected transactions for the year 2020 (details below) and the proposed amendments to the Articles of Association for consideration and, if thought fit, approval.

In compliance with the SZSE Listing Rules, the Company needs to seek shareholder approval for the proposed annual cap for the continuing connected transactions with China Three Gorges for the year ending on 31 December 2020. The proposed annual cap is the same as the one approved by shareholders of the Company at the extraordinary general meeting of the Company held on 1 March 2019. Therefore, under the Listing Rules, no further shareholders' approval is required.

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LETTER FROM THE BOARD

IV. RECOMMENDATION

The Directors believe that the proposed resolutions in respect of, among other things, the proposed amendments of Articles of Association of the Company are all 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.

Yours faithfully,

For and on behalf of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

WU Gang

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.*

新疆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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (''EGM'') of Xinjiang Goldwind Science & Technology Co., Ltd. (the ''Company'') will be held at Conference Room, No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Friday, 20 December 2019 for the purposes of considering and, if thought fit, approving the following matters.

SPECIAL RESOLUTION:

1. To consider and approve the proposed amendments to the Articles of Association of the Company. (Please refer to the Circular of the Company dated 4 November 2019 for details.)

ORDINARY RESOLUTION:

2. To consider and approve the continuing connected transactions (A Shares) with China Three Gorges (Group) Co, Ltd. and the Company according to the requirements under the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange and the annual cap for the year of 2020, please refer to the Appendix of the Circular for details.

By order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

MA Jinru

Company Secretary

4 November 2019

• For identification purposes only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies 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. With respect to any shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll. The shareholder shall have one vote for each share that they hold.
2. The register of members of the Company will be closed from Wednesday, 20 November 2019 to Friday, 20 December 2019 (both days inclusive) for the purpose of determining the shareholders entitled to attend the EGM. During the above mentioned period no share transfer will be registered. Holders of H Shares whose names appear on the registers of members as at the close of business on Tuesday, 19 November 2019 are entitled to attending the EGM. In order to attend and vote at the EGM, holders of H Shares 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 November 2019.
3. 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 either under the company seal or under the hand of its director or 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.
4. The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Office of Secretary of the Board of the Company, at the address as stated in Note 6 below, for holders of the Domestic Shares, and at the H share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 2 above, for holders of the H Shares 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.
5. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the Office of Secretary of the Board of the Company at the address as stated in Note 6 below on or before 5:00 p.m. on Friday, 29 November 2019 by hand, by post or by fax.
6. The contact details of the Office of Secretary of the Board of the Company are as follows:
   No. 8, Boxing Yi Road, Economic & Technological Development District, Beijing, PRC

Telephone No.:	+86	10-67511888
Facsimile No.:	+86	10-67511985

7. 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.

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APPENDIX	ESTIMATED ANNUAL CAP FOR CONTINUING
	CONNECTED TRANSACTIONS (A SHARE) FOR 2020

1. CONNECTED TRANSACTION OVERVIEW

In accordance with the SZSE Listing Rules (which require proposed annual cap of continuing connected transaction to be approved by shareholders on an annual basis) and possible continuing connected transactions between the Company and connected persons in 2020, the sixth meeting of the seventh session of the board of the Company considered and approved the Resolution regarding the Estimated Annual Cap for Continuing Connected Transactions (A Share) of Xinjiang Goldwind Science & Technology Co., Ltd. for 2020. Connected directors Mr. Lu Hailin abstained from voting due to their connected relations with the relevant companies. The continuing connected transaction of product sales with China Three Gorges of this resolution shall be submitted to the shareholders' general meeting of the Company for consideration. Material contents of the connected transaction is as follows:

	Unit: RMB million
	January to
	September 2019	2020
	Actual	Forecast
Continuing Connected Transactions	Figures	Figures
China Three Gorges New Energy (Group) Co., Ltd.
Including: Product Sales	769.65	2,125.98

2. BASIC INFORMATION OF CHINA THREE GORGES NEW ENERGY (GROUP) CO., LTD. AS CONNECTED PERSONS

(1) Basic Information
Legal Representative:	Mr. Li Bin
Date of Incorporation:	September 1985
Registered Capital:	RMB20,000,000,000

Primary Businesses: development and investment of wind and solar power; investment of clean energy, hydro works, hydro power, power generation, water supply, desilting, coastal reclamation, environmental works, agriculture, livestock, and tourism; investment consulting; asset management and investment consulting; manufacturing and sales of mechanical equipment sets and components; domestic hydro works and power generation project and international tendering contracting; technical and information consulting services related to the above areas.

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APPENDIX	ESTIMATED ANNUAL CAP FOR CONTINUING
	CONNECTED TRANSACTIONS (A SHARE) FOR 2020

1. Connected Relations to the Company

It is the substantial shareholder of the Company, holding 445,008,917 shares of A Shares of the Company, accounting for 10.53% of the total share capital of the Company.

1. Contract Fulfilment Analysis

The operations of China Three Gorges are normal, financial position is sound, and it possesses the capability to fulfil its contracts.

3. MATERIAL CONTENTS OF THE CONNECTED TRANSACTIONS

3.1 Pricing Terms and Principles

Connected transactions between the Company and connected persons will be fairly priced based on the market price. The sale of WTGs by the Company to connected persons will be mainly determined through the public tender bidding process, and the price will be the market price. The price available to connected persons for connected transactions with the Company shall be no more favourable than that available to independent third parties, and there is no harm to the interests of the Company and other shareholders.

3.2 Contract Information

The Company entered into framework agreements with the connected persons. In addition, according to future needs of the Company and in line with respective market prices, the Company may enter into other individual contracts with such connected persons and conduct such transactions accordingly.

4. REASONS FOR THE CONNECTED TRANSACTIONS AND IMPLICATIONS FOR THE LISTED COMPANY

The primary continuing connected transactions between the Company and connected persons are product sales. These are beneficial to the expansion of the Company's sales. Every transaction abides by the market price principle and there is no harm to the interests of the Company and shareholders as a whole, especially minority shareholders. The Company is not reliant on its connected persons, and such transactions will not affect the independence of the Company.

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