Xinjiang Goldwind Science & Tech : DISCLOSEABLE TRANSACTION- ANNOUNCEMENT IN RELATION TO THE PROPOSED TRANSFER OF EQUITY INTEREST IN PINGLU TIANSHI AND PINGLU TIANRUN

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.

DISCLOSEABLE TRANSACTION

ANNOUNCEMENT IN RELATION TO THE PROPOSED

TRANSFER OF EQUITY INTEREST IN

PINGLU TIANSHI AND PINGLU TIANRUN

The Board hereby announces that Beijing Tianrun, a wholly-owned subsidiary of the Company, (as Transferor) entered into the Equity Transfer Agreement with ABC Investment (as Transferee) on 25 October 2019 in relation to the transfer of the 49% equity interests in each of Pinglu Tianshi (Target Company I) and Pinglu Tianrun (Target Company II). Upon Completion, the Group will continue to hold 51% equity interests in each of Pinglu Tianshi and Pinglu Tianrun, which will be accounted for as jointly controlled entities of the Group.

As the applicable percentage ratios in respect of this transaction exceed 5% but are less than 25%, the transaction contemplated under the Equity Transfer Agreement constitutes a disclosable transaction in accordance with Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements of the Listing Rules, but exempt from shareholders' approval requirements.

The Completion of the Equity Transfer Agreement is subject to satisfaction (or waiver) of the conditions precedent set out in the Equity Transfer Agreement, thus the equity transfer may or may not proceed to Completion. Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.

Introduction

The Board hereby announces that Beijing Tianrun, a wholly-owned subsidiary of the Company,

(as Transferor) entered into the Equity Transfer Agreement with ABC Investment (as Transferee) on 25 October 2019 in relation to the transfer of the 49% equity interests in each of Pinglu Tianshi (Target Company I) and Pinglu Tianrun (Target Company II).

The Equity Transfer Agreement shall be read together with the Profit Sharing Agreement, the principal terms of which are set forth as below:

Equity Transfer Agreement

Date	25 October 2019
Parties
Transferor	Beijing Tianrun
Transferee	ABC Investment
Target Company I	Pinglu Tianshi
Target Company II	Pinglu Tianrun
Profit Sharing Agreement
Date	25 October 2019
Parties
Transferor	Beijing Tianrun
Transferee	ABC Investment
Target Company I	Pinglu Tianshi
Target Company II	Pinglu Tianrun
Subject matter	Pursuant to the Equity Transfer Agreement, Beijing Tianrun shall
	transfer 49% equity interests in each of Target Company I and
	Target Company II to ABC Investment.
Consideration	(1) Equity transfer consideration of RMB667 million pursuant to
	the Equity Transfer Agreement comprising (i) the
	consideration for the transfer of 49% equity interest of Target
	Company I of RMB276,716,374; and (ii) the consideration for
	the transfer of 49% equity interest of Target Company II of
	RMB390,283,626.

(2) The distributable profits of Target Company I and Target Company II to be shared by ABC Investment and Beijing Tianrun for each year from the Payment Date (being the day on which the Transferee pays the consideration under the Equity Transfer Agreement to the escrow account within 30 days from the signing of the Equity Transfer Agreement) to 2037 pursuant to the Profit Sharing Agreement, which shall be allocated in the following manner:

(a) For the portion of distributable profits of Target Company I and Target Company II for the previous

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year which does not exceed the agreed profit benchmark, ABC Investment and Beijing Tianrun shall distribute such profits in proportion to their respective shareholding;

(b) For the portion of distributable profits of Target Company I and Target Company II for the previous year which exceeds the agreed profit benchmark, ABC Investment and Beijing Tianrun shall distribute the exceeding portion on a 20 (ABC Investment): 80

			(Beijing Tianrun) basis.
			In other words, ABC Investment will give part of its profit
			distributions to Beijing Tianrun. Based on the valuation report
			prepared by the independent valuer, the total profit attributable
			to Beijing Tianrun in excess of its shareholding from the
			Payment Date to 2037 is valued approximately at RMB123
			million.
			For the avoidance of doubt, in the event that the distributable
			profits for the previous year is lower than or equals to the profit
			benchmark, ABC Investment and Beijing Tianrun shall only
			distribute the profit in proportion to their respective shareholding
			and not on a 20:80 basis.
Payment Time		ABC Investment will pay the consideration under the Equity
			Transfer Agreement, being RMB667 million, to Beijing Tianrun in
			cash. Within 30 days from the signing of the Equity Transfer
			Agreement and the date on which ABC Investment receives a
			Payment Notice affixed with an official seal of the Transferor, the
			Transferee shall make an early payment in respect of the
			consideration of the equity transfer to the escrow account (the
			"Payment Date") which shall be under common supervision of
			the Transferor and the Transferee before the fulfillment of
			settlement conditions.
Basis	for	the	Based on the valuation by the independent valuer using 31 July
Determination of	the	2019 as the benchmark date, the fair value of the 100% equity
Consideration		interest of Pinglu Tianshi and the 100% equity interest of Pinglu
			Tianrun were valued at approximately RMB628,100,000 and
			RMB976,100,000 respectively; and after taking into account the

special profit distribution under the Profit Sharing Agreement, the 49% equity interest in Pinglu Tianshi and the 49% equity interest in Pinglu Tianrun are valued approximately at RMB258,000,000 and RMB405,500,000 respectively. Such valuations exclude the balance sheet of the Taiyuan Branch of Target Company II as at 31 July 2019. The transfer price of the assets to be stripped of the Taiyuan Branch will not be lower than the carrying value of the owner's equity as stated in the balance sheet at the time of disposal or transfer, and ABC Investment is not entitled to the disposal

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	proceeds generated from the stripping of assets.
	Details of the valuation report are set out in the section headed
	"Valuation Report" below.
	The consideration and the calculation mechanism (including the
	determination of profit benchmark) of this transfer are determined
	by all parties on an arm's length negotiation based on the valuation
	results in respect of the equity interests of Target Company I and
	Target Company II arrived at by the independent valuer.
Completion	The conditions precedent of the Completion are:
	(1)	ABC Investment and its adviser complete and are satisfied
	with the results of due diligence investigation on the Target
	Companies;
	(2)	Beijing Tianrun completes the establishment of a platform
	company;
	(3)	Approval from the competent authorities or departments in
	respect of the equity transfer is obtained (if applicable);
	(4)	The completion of internal approval process, including but not
	limited to the approval at the shareholders' meeting, and by the
	board of directors, of Target Company I and Target Company II;
	(5)	Beijing Tianrun, Target Company I and Target Company II are
	not involved in any event of default from the signing date of the
	Equity Transfer Agreement, or such event of default, if happened, is
	resolved in a satisfactory manner or waived by the Transferee;
	(6)	Target Company I, Target Company II and the Transferor
	reach a written consensus with the Transferee in respect of the
	amendments to the articles of associations of the Target Companies
	and the platform company involved in this transaction; the
	Transferor reaches a consensus with the Transferee in respect of the
	powers of the financial controller of the platform company;

(7) All representations, warranties and undertakings made by the Target Companies and the Transferor in the Equity Transfer Agreement and any documents signed and delivered thereunder are all true, accurate and complete.

(8) From the signing date of the Equity Transfer Agreement to the Completion date, the Target Companies and the Transferor have not experienced any changes in terms of assets status, financial position, business operations, and technological and legal aspects which may cause material and adverse impacts on them.

ABC Investment may waive any or all of the above conditions precedent in writing.

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	Upon the Completion, the Group will continue to hold 51% equity
	interests in each of Pinglu Tianshi and Pinglu Tianrun, which will
	be accounted for as jointly controlled entities of the Group.
Transition Period	The transition period means the period from the date of signing the
	Equity Transfer Agreement to the date of registration of industrial
	and commercial changes. Profits of the Target Companies
	generated between 1 August 2019 and the end of calendar month
	before the Payment Date shall be attributed to Beijing Tianrun.
	Commencing from the month of the Payment Date, profits of the
	Target Companies shall be shared by ABC Investment and Beijing
	Tianrun in accordance with the Profit Sharing Agreement.
Termination	The Equity Transfer Agreement will be terminated in the event of
	the followings:
	(1) The Transferor and the Transferee mutually agree in writing to
	terminate the Equity Transfer Agreement;
	(2) One or certain representation(s), warranty(ies) or
	undertaking(s) made by either of the Transferor or the Transferee
	in the Equity Transfer Agreement is/are untrue, incorrect or
	misleading in any material aspect, or either party fails to perform
	its obligations under the Equity Transfer Agreement, the other
	party shall have the right to terminate the Equity Transfer
	Agreement;
	(3) If the above Completion condition (1) or (6) is not fulfilled,
	such that the Completion date is later than 30 June 2020 or such
	other date as agreed in writing, the Transferor shall have the right
	to terminate the Equity Transfer Agreement; if any condition or
	conditions in the above Completion condition (2), (4), (5), (6), (7)
	or (8) is/are not fulfilled, such that the Completion date is later
	than 30 June 2020 or such other date as agreed in writing, the
	Transferee shall have the right to terminate the Agreement; if the
	above Completion condition (3) is not fulfilled, such that the
	Completion date is later than 30 June 2020 or such other date as
	agreed in writing, both the Transferor and the Transferee shall
	have the right to terminate the Equity Transfer Agreement;
	(4) If the registration of industrial and commercial changes have
	not been completed within 60 days from the Completion, ABC
	Investment shall have the right to terminate the Equity Transfer
	Agreement unilaterally.
	Upon the termination of the Equity Transfer Agreement, Beijing
	Tianrun shall refund the transfer consideration, pay the capital
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utilization fee and assume the liability for breach of contract (if any).

Compensation	If the	Target Companies are	subject to	penalty or actual	loss
	resulting from third party claim for loss for any circumstance or
	condition which existed before the Payment Date resulting in ABC
	Investment as a shareholder subject to a loss, or ABC Investment
	is therefore subject to direct penalty or third party claim for loss,
	Beijing Tianrun shall compensate for all losses, liabilities, costs,
	fees and expenses suffered and assumed by ABC Investment.
	If either party to the Equity Transfer Agreement fails to duly
	perform any of its obligations under the Agreement, it shall pay to
	the non-defaulting party the liquidated damages at a daily interest
	rate of 0.03% of the transfer consideration from the due date until
	the date on which the defaulting party performs the obligations
	under	the Equity Transfer	Agreement	as required by	the

non-defaulting party.

With regard to the termination of the Equity Transfer Agreement, apart from refunding the transfer consideration, Beijing Tianrun shall also pay ABC Investment a capital utilization fee based on the transfer consideration at a standard annualized rate (on the basis of 360 days) of 7% from the Payment Date to the date on which ABC Investment recovers all the transfer consideration. In the event that item (2), (3) or (4) set out in the section headed "Termination" above occurs, the liquidated damages, other damages (if any) and capital utilization fee under the Equity Transfer Agreement and other transaction documents shall be applicable at the same time, and each liability for breach shall be independent, the validity of which shall not be terminated due to the invalidity of the Equity Transfer Agreement.

FINANCIAL EFFECT OF THE DISPOSAL

It is expected that the Group will record a net book gain of approximately RMB 803,000,00 from the disposal, which is calculated as the difference between the following two items:

1. the aggregate fair value of RMB1,604,000,000 of the 100% equity interests of Pinglu Tianshi and Pinglu Tianrun as at 31 July 2019 according to the valuation report issued by the independent valuer; and
2. the net assets of Pinglu Tianshi and Pinglu Tianrun as at 31 July 2019.

The above net book gain is estimated using 31 July 2019 as the reference date. The effect of the disposal on the profit or loss of the Company on the date of Completion shall be confirmed based on the actual data as at the date of Completion, and therefore the estimate may be different from the actual gain or loss to be recorded at the disposal. In any event, the actual gain or loss

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arising resulted from the disposal to be recorded by the Company is subject to the review and final audit by the auditor of the Company.

USE OF PROCEEDS FROM THE DISPOSAL

The proceeds from the share transfer will be used to repay the bank loans of the Group and our consolidated subsidiaries due from time-to-time. If the Completion failed to occurred as scheduled, such bank loans will be repaid by the Group's own capital.

ESTABLISHING A PLATFORM COMPANY

As one of the conditions precedent to the Completion, Beijing Tianrun will establish a new platform company before Completion with a registered capital of RMB10,000. Beijing Tianrun will transfer the 49% equity interest it held in the cooperation platform (the contribution not yet paid at the time of transfer, ABC Investment will contribute such part of equity interest after the transfer pursuant to the Articles of Association) to ABC Investment at nil consideration. Thereafter, ABC Investment and Beijing Tianrun will inject further capital to the platform company in proportion to their respective shareholding percentage in Target Company I and Target Company II. Upon completion of the above matters, ABC Investment and Beijing Tianrun will hold 49% and 51% equity interests of the platform company respectively, and the two Target Companies will be wholly owned by the platform company. The establishment of the platform company, relevant equity transfer and other related matters to be carried out in the future are subject to the requirements under the Listing Rules of the Stock Exchange.

ABC Investment and Beijing Tianrun have entered into the "Memorandum of Cooperation" on 25 October 2019, which has set out the agreed restrictions on the equity transfer and right of first refusal.

（1） Restrictions on equity transfer:

So long as ABC Investment holds equity interest of the cooperation platform, Beijing Tianrun shall not, without the approval from ABC Investment, transfer, bestow, pledge or otherwise dispose all or part of the equity interest held by it in the cooperation platform.

（2） Right of first refusal:

If either of ABC Investment or Beijing Tianrun intends to directly or indirectly transfer the equity interest it holds in the cooperation platform to one or more third parties or other shareholders, the other party shall have the priority over such third party(ies) and other shareholders of the cooperation platform (if any) to purchase all the equity interest to be transferred under the same terms and conditions.

ABC Investment and Beijing Tianrun have both agreed and confirmed that the right of first refusal can be exercised by both parties or third parties designated by them if they so wish.

FINANCIAL INFORMATION OF THE TARGET COMPANIES

Based on the audited accounts of Pinglu Tianshi for the years ended 31 December 2018 and 31 December 2017 prepared in accordance with the China Accounting Standards for Business Enterprises, the net profit attributable to the target assets (before and after tax) are as follows:

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		For the year ended 31 December
		RMB
	2018	2017
	（Audited）	（Audited）
Net profit before tax	69,753,434.31	12,984,557.83
Net profit after tax	69,753,434.31	12,984,557.83

The wind power generation business of the Target Companies enjoys preferential tax treatment from the government. As at 31 December 2018, Pinglu Tianshi was within the tax preferential period and exempt from business income taxes.

Based on the audited accounts of Pinglu Tianrun for the years ended 31 December 2018 and 31 December 2017 prepared in accordance with China Accounting Standards for Business Enterprises, the net profit attributable to the target assets (before and after tax) are as follows:

		For the year ended 31 December
		RMB
	2018	2017
	（Audited）	（Audited）
Net profit before tax	133,817,894.83	91,124,919.83
Net profit after tax	132,434,659.31	89,903,679.32

BENEFITS OF AND REASONS FOR THE TRANSFER OF TARGET ASSETS

The transaction is Beijing Tianrun's first equity cooperation with the Agricultural Bank of China, and will broaden its base of potential cooperation parties. At the same time, the transaction can also bring along direct contribution in terms of profits from investment transaction, return of funds and increase in yield.

The consideration of this equity transfer was negotiated on an arm's length basis between the parties based on the results of valuation of Target Company I and Target Company II conducted by an independent valuer. The Board considered that the terms of the Equity Transfer Agreement are fair and reasonable and are in the interests of the Shareholders as a whole.

OTHER INFORMATION ABOUT THE PARTIES INVOLVED IN THE TRANSACTION

The Company is a leading manufacturer of wind turbine generators and comprehensive wind power solutions provider in the world. Its primary business is wind turbine generators manufacturing and sales, wind power service and wind farm investment, development and sales.

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The Company also committed to the provision of comprehensive wind farm services, as well as the development of wind farms for sale to wind farm operators and investors.

Beijing Tianrun is a limited liability company incorporated in the PRC, and is a direct wholly-owned subsidiary of the Company. Its primary business is project investment, investment management, investment consultation; technology development, technology consultation, technology service; and the sale and lease of machinery and equipment.

Pinglu Tianshi is a limited liability company incorporated in the PRC, and is an indirect wholly-owned subsidiary of the Company. Its primary business is the development, production, operation and construction of wind power and renewable energy projects. The installed capacity of Shitangshan Phase I of Pinglu Tianshi was 49.5MW, which has started operation in 2016. The installed capacity of Shitangshan Phase III was 100MW, which has started operation in 2017.

Pinglu Tianrun is a limited liability company incorporated in the PRC, and is an indirect wholly-owned subsidiary of the Company. Its primary business is the development, production, operation, construction, management of wind power and renewable energy projects, and the provision of related technology service and consultation service. The installed capacity of Shitangshan Phase II of Pinglu Tianrun was 199.5MW, which has started operation in 2016.

ABC Investment is a limited liability company incorporated in the PRC, and is a wholly-owned subsidiary of the Agricultural Bank of China Limited. Its primary business includes focusing on debt-to-equity conversion and ancillary supporting business, conducting public fund raising from qualified public investors for debt-to-equity conversion in accordance with relevant laws and regulations, issuance of financial bonds specifically for debt-to-equity conversion, as well as other businesses as approved by the China Banking and Insurance Regulatory Commission.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Transferee and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

VALUATION REPORT

United Asia Assets Appraisal and Advisory Limited ("United Appraisal"), the independent valuer, has applied discounted cash flow method in valuing the equity interests of the Target Companies, as such, the valuation is deemed as a profit forecast under Rule 14.61 of the Listing Rules.

Pursuant to Rule 14.60A and Rule 14.62 of the Listing Rules, the main assumptions adopted in the profit forecast are as follows:

• All relevant legal approvals and business certificates or licenses needed for the business of the Target Companies have been duly obtained or can be obtained upon request;
• The estimated financial information of the Target Companies provided by the management of the Company are reasonable, and can reflect the market condition and economic fundamentals;
• There will be no material change in the political, legal, financial, technical and economic conditions in the region where the Target Companies operates or intends to operate;
• There will be no material change in the existing taxation law in the region where the Target Companies operates or intends to operate;
• There will be no material change in the existing and future level of interest rate and exchange rate of the Target Companies;
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• There will be no material change in the core business operated by the Target Companies at present or in the future;
• The financial information provided by the management of the Company is correct; and
• The valuation report makes no consideration on the premium and discount arising from factors such as controlling right and minority interest, and makes no consideration on the impact of liquidity on the value of the target assets.

The Board has reviewed the principal assumptions upon which the profit forecast was based on and is of the view that the profit forecast was made after due and careful enquiry. Pursuant to Rule 14.60A and Rule 14.62 of the Listing Rules, a letter from the Board and a letter from Ernst

• Young have been delivered to the Stock Exchange and are included in the Appendix I and Appendix II to this announcement respectively.

EXPERT AND CONSENT

The following sets out the qualifications of the experts which have given their opinion or advice in this announcement:

Name	Qualification
United Appraisal	Valuer
Ernst & Young	Certified Public Accountant

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, as at the date of this announcement, United Appraisal and Ernst & Young did not have any shareholding interest, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate other persons to subscribe for securities in any member of the Group.

United Appraisal and Ernst & Young have given and have not withdrawn their written consent to the issue of this announcement with the inclusion of their letters in the form and context in which they respectively appear.

The Completion of the Equity Transfer Agreement is subject to the satisfaction (or waiver) of the conditions precedent set out in the Equity Transfer Agreement, thus the equity transfer may or may not proceed to Completion. Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"ABC	Investment"	or	ABC Financial Asset Investment Company Limited* (農銀金融資
"Transferee"
	產投資有限公司), a limited liability company incorporated in the
			PRC;
"Beijing	Tianrun"	or	Beijing Tianrun New Energy Investment Co., Ltd.* (北京天潤新
"Transferor"
	能投資有限公司), a limited liability company incorporated in the
			PRC;
"Board"			the board of directors of the Company;
"Company"		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 PRC, the H shares of which are listed and
			traded on the Main Board of the Stock Exchange;
"Completion"		the completion of the transaction pursuant to the terms and
			conditions of the Equity Transfer Agreement;
"Directors"		the directors of the Company;
"Equity	Transfer	the equity transfer agreement dated 25 October 2019 entered into
Agreement"		by Beijing Tianrun, Pinglu Tianshi, Pinglu Tianrun and ABC
			Investment;
"Group"			the Company and its subsidiaries;
"Hong Kong"		the Hong Kong Special Administrative Region of the People's
			Republic of China;
"H shares"		the foreign shares of the Company which are issued, listed and
			traded on the Stock Exchange with par value of RMB1.00 each;
"Listing Rules"		the Rules Governing the Listing of Securities on The Stock
			Exchange of Hong Kong Limited;

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"R&D"			research and development;
"Stock Exchange"			The Stock Exchange of Hong Kong Limited;
"Shareholders"			shareholders of the Company;
"Target Companies"			Target Company I and Target Company II;
"Target Company	I"	or	Shuozhou Pinglu Tianshi Wind Power Co., Ltd.* (朔州市平魯區
"Pinglu Tianshi"			天石風電有限公司), a limited liability company incorporated in
			the PRC;
"Target Company	II"	or	Shuozhou Pinglu Tianrun Wind Power Co., Ltd.* (朔州市平魯區
"Pinglu Tianrun"			天潤風電有限公司), a limited liability company incorporated in
			the PRC;
"United Appraisal"			United Asia Assets Appraisal and Advisory Limited* (亞聯資產評

"WTG"

"WTG manufacturing"

估 與 諮 詢 有 限 公 司 ), the independent professional valuer appointed by the Company to issue the valuation report;

wind turbine generators;

the Group's WTG R&D, manufacturing and sales business segment, which is the core business of the Group and one of the three primary business segments of the Group; and

"%"

per cent.

• denotes English translation of the name of a Chinese company, or vice versa, and is provided for identification purposes
  only.

By order of the Board

Xinjiang Goldwind Science & Technology Co., Ltd.

Ma Jinru

Company Secretary

Beijing, 25 October 2019

As of the date of this announcement, the executive directors of the Company are Mr. Wu Gang, Mr. Cao Zhigang, and Mr. Wang Haibo; the non-executive directors are Ms. Gu Hongmei, Mr. Gao Jianjun and Mr. Lu Hailin; and the independent non-executive directors are Dr. Tin Yau Kelvin Wong, Mr. Wei Wei and Ms. Yang Jianping.

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Appendix I LETTER FROM THE BOARD

Dear Sirs,

Discloseable Transaction - Proposed Equity Transfer of Wholly Owned Subsidiaries Pinglu Tianshi and Pinglu Tianrun

We refer to the announcement of Xinjiang Goldwind Science & Technology Co., Ltd.* (the "Company") dated 25 October 2019 (the "Announcement") in relation to the captioned transaction. Capitalised terms used in this letter shall have the same meanings as those defined in the Announcement unless stated otherwise.

We refer to the Valuation Report dated 21 October 2019 issued by United Asia Assets Appraisal and Advisory Limited* ( 亞聯資產 評估與諮 詢有限公司 ) (the "Valuer") regarding the

valuation (the "Valuation") of the 49% equity interests in each of Pinglu Tianshi and Pinglu Tianrun as at 31 July 2019, which constitutes a profit forecast under Rule 14.61 of the Listing Rules.

We have discussed with the Valuer about different aspects including the bases and assumptions based upon which the Valuation has been prepared, and reviewed the Valuation for which the Valuer is responsible. We have also considered the report from Ernst & Young regarding whether the Profit Forecast, so far as the calculations are concerned, have properly complied with the bases and assumptions set out in the Valuation Report. We have noted that the Profit Forecast in the Valuation is mathematically accurate and is presented on a basis consistent in all material aspects with the accounting policies currently adopted by the Company.

Pursuant to the requirements of Rule 14.62(3) of the Listing Rules, the Board of the Company confirmed that the Valuation prepared by the independent Valuer has been made after due and careful enquiry.

Yours faithfully,

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APPENDIX II LETTER FROM ERNST & YOUNG IN RESPECT OF ARITHMETICAL ACCURACY OF THE CALCULATIONS OF THE DCF APPROACH

25 October 2019

The Directors

Xinjiang Goldwind Science & Technology Co., Ltd.

107 Shanghai Road, Economic & Technological Development Zone, Urumqi,

Xinjiang, China

Dear Sirs,

We have been engaged to report on the arithmetical accuracy of the calculations of the discounted cash flow forecast (the "Forecast") on which the valuation dated 21 October 2019 prepared by United Asia Assets Appraisal And Advisory Limited in respect of equity interest in Shuozhou Pinglu Tianshi Wind Power Co., Ltd. and Shuozhou Pinglu Tianrun Wind Power Co., Ltd. (the "Target") as at 31 July 2019 is based. The valuation is set out in the announcement of Xinjiang Goldwind Science & Technology Co., Ltd. (the "Company") dated 25 October 2019 (the "Announcement") in connection with the disposal of the Target. The valuation based on the Forecast is regarded by The Stock Exchange of Hong Kong Limited as a profit forecast under paragraph 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Directors' responsibilities

The directors of the Company (the "Directors") are solely responsible for the Forecast. The Forecast has been prepared using a set of bases and assumptions (the "Assumptions"), the completeness, reasonableness and validity of which are the sole responsibility of the Directors. The Assumptions are set out in the section headed "Valuation Report" of the Announcement.

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

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Reporting Accountants' responsibilities

Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.

We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of the Target. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work.

Opinion

Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors.

Ernst & Young

Certified Public Accountants

Hong Kong

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