GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2011

Jun 3, 2011

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

REVISED PROXY FORM FOR THE ANNUAL GENERAL MEETING FOR THE YEAR 2010

I/We1	I/We1
of (address)
being	the	shareholder(s) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “Company”) holding				shares2, hereby appoint
the chairman of the meeting or3 as my/our proxy to attend and vote for and on my/our behalf in respect of the
resolutions set out in the revised				notice of the Annual General Meeting (“AGM”) at the AGM of the Company to be held at No. 107, Shanghai Road, Economic & Technological Development
Zone, Urumqi, Xinjiang, PRC at 10:30 a.m. on 24 June 2011, or at any adjournment thereof, as indicated					hereunder or, if no such indication is given, as the proxy thinks fit.
						FOR4 AGAINST4 ABSTAIN4
1.		To consider and approve as ordinary resolution the report of the board of directors of the Company for the year of 2010.
2.		To consider and approve as ordinary resolution the report of the supervisory committee of the Company for the year of 2010.
3.		To consider and approve as ordinary resolution the report of the auditors and audited consolidated financial statements of
		the Company for the		year ended 31 December 2010.
4.		To consider and approve as ordinary resolution the final dividend distribution for the year ended 31 December 2010.
5.		To consider and approve as ordinary resolution the report on use of proceeds for the year 2010.
6.		To consider and approve as ordinary resolution the reallocation of approximately RMB55 million and RMB89.61 million,
		being respective part of proceeds from issue of Shares and A Shares by the Company for investment in the Jiangsu Dafeng
		Offshore WTG R&D		project instead of the original Nanjing MW-level WTG industrialization project.
7.		To consider and approve as ordinary resolution the annual report of the Company for the year 2010.
8.		To consider and approve as ordinary resolution the following proposed applications by the Company for credit facilities and
		authorise Mr. Wu Gang to sign any documents and do any acts for and on behalf of the Company necessary in relation thereto:
		(i) the proposed application to China Construction Bank Corporation, Urumqi Zhongshan Road Sub-branch, for
			RMB7,915 million composite credit facility for working capital loans (including revolving loan facilities), banker’s
			acceptance, letter of guarantee, trading finance (including letter of credit), domestic letter of credit, factoring, discount
			and fixed asset	loans etc.;
		(ii) the proposed application to Bank of Communications Co., Ltd., Xinjiang Branch, for no more than RMB5 billion
			composite credit facility;
		(iii) the proposed application to Bank of China Limited, Xinjiang Branch, for a no more than RMB5 billion composite
			credit facility for loans (in RMB or equivalent foreign currency loans), loan extensions, banker’s letter of guarantee,
			banker’s acceptance, trading finance (including letter of credit and domestic letter of credit), funds business, discount,
			letter of credit-worthiness and factoring etc.;
		(iv) the proposed application to Bank of China Merchants Bank Co., Ltd. (including its branches) for a RMB4 billion
			composite credit facility for working capital loans, banker’s acceptance, letter of guarantee, trading finance, domestic
			letter of credit,	factoring, discount, fixed asset loans, finance lease and overseas project finance etc.;
		(v) the proposed application to Agricultural Bank of China Limited, Xinjiang Branch, for a RMB600 million composite
			credit facility for loan facilities, banker’s acceptance, letter of credit, letter of guarantee, trade acceptance and discount
			etc.;
		(vi) the proposed application to Agricultural Bank of China Limited, Xinjiang Production and Construction Corps Branch,
			for a RMB300	million composite credit facility for loan facilities, letter of guarantee and banker’s acceptance;
		(vii) the proposed application to China Minsheng Banking Corps., Ltd. Operation Department			& Beijing Administration
			Department for	a no more than RMB2 billion composite credit facility for loans, letter of	guarantee, letter of credit,
			banker’s acceptance, commercial note discount, factoring, domestic letter of credit and domestic payment etc.;
		(viii) the proposed application to Deutsche Bank (China) Co., Ltd. for a no more than RMB250 million composite credit
			facility for banker’s acceptance and forex forward trading;
		(ix) the proposed application to Citibank (China) Co. Ltd., Beijing Branch, for a US$100 million composite credit facility
			for loans, banker’s letter of guarantee, stand letter of credit, letter of credit, discount, bill acceptance, receivables
			financing, payables financing, import financing and foreign exchange related business etc for itself and its
			subsidiaries; and
		(x) the proposed application to the Export-Import Bank of China, Shaanxi Branch, for a RMB200 million composite credit
			facility for working capital needs.
9.		To consider and approve as ordinary resolution the provision by the Company for the benefit of its subsidiaries of guarantee
		in a total amount no more than RMB1.6 billion with a term not exceeding five years during the period from the passing of
		this resolution until the conclusion of the annual general meeting of the Company for the year of 2011.
10.		To consider and approve as ordinary resolution the appointment of Ernst & Young Hua Ming as the PRC auditors of the
		Company and Ernst & Young as the international auditor of the Company to hold office for one year, and authorize the board
		of directors of the Company to fix their remunerations, respectively.

* For identification purposes only

==> picture [582 x 794] intentionally omitted <==

----- Start of picture text -----

FOR [4] AGAINST [4] ABSTAIN [4]
11. THAT the issue of corporate bonds (the “ Corporate Bonds ”) by the Company with an aggregate principal amount of not more than RMB5 billion, on the conditions set forth
below be and is hereby approved as special resolution:
Aggregate Not more than RMB5 billion.
principal amount
Maturity Not more than 10 years (subject to final determination by the board of Directors (the “ Board ”) of the
Company according to market conditions prevailing at the time of issue).
Interest rate Subject to the approval and authorization of the shareholders, to be determined by the Board according
to the prevailing marketing conditions and other circumstances relating to the issue of the Corporate
Bonds.
Use of proceeds The net proceeds from issue of the Corporate Bonds shall be used for working capital of the Company
and repayment of bank loans to reduce its financing cost and adjust its debt structure.
Authorisation THAT the Board be and is hereby authorized to deal with (including, but not limited to) the following
matters in relation to the issue of Corporate Bonds according to the applicable laws and regulations
and the market conditions prevailing at the time of issue:
(a) to determine, depending the needs of the Company and the prevailing market conditions, the
specific terms and arrangements of the issue of Corporate Bonds, including but not limited to,
total amount, maturity, interest rate, intended investors, use of proceeds, placing to the existing
Shareholders, offer tranches (if any) and preparation, filing, execution, signing, acceptance and
publication of any necessary legal documents;
(b) to make, within the authorisation of the Shareholders, any changes and adjustments to the terms
and arrangements of the issue of Corporate Bonds in accordance with any change to the regulatory
policies or the market conditions except for matters relating to the laws, regulations or the
Articles of Association of the Company which require the shareholders’ approval;
(c) to appoint the relevant intermediaries;
(d) to determine any other matters relating to the issue of Corporate Bonds; and
(e) to further authorise Mr. Wu Gang, the chairman of the Board, to sign on behalf of the Company
any legal documents and to implement the issue of Corporate Bonds.
The above mentioned authorization shall be valid for 18 months from the date of approval by the
Shareholders at the AGM.
12. To consider and approve as special resolution the grant to the Board a general mandate to issue, allot and deal with additional
H Shares not exceeding 20 percent of H Shares in issue of the Company, and to authorize the Board to make such amendments
to the Articles of Association as it thinks fit so as to reflect the new capital structure after allotment or issue of additional
Shares.
13. To consider and approve as ordinary resolution the proposed application by the Company to the Three Gorges Finance
Company Limited for a RMB500 million composite credit facility and authorise Mr. Wu Gang to sign any documents and
do any acts for and on behalf of the Company necessary in relation thereto.
14. To consider and approve as ordinary resolution the following proposed applications by the Company for credit facilities and
authorise Mr. Wu Gang to sign any documents and do any acts for and on behalf of the Company necessary in relation thereto:
(i) the proposed application to China Development Bank, Xinjiang Branch, for a no more than RMB2,400 million
composite credit facility;
(ii) the proposed application to Industrial Bank Co., Ltd., Urumqi Branch, for a no more than RMB250 million composite
credit facility;
(iii) the proposed application to Shanghai Pudong Development Bank Co., Ltd., Urumqi Branch, for a no more than
RMB500 million composite credit facility;
(iv) the proposed application to Industrial and Commercial Bank of China Limited, Xinjiang Branch, for a no more than
RMB1,600 million composite credit facility for working capital loans, loan extensions, banker’s acceptance, letter of
guarantee, trading finance, domestic letter of credit, factoring, discount, funds business, letter of credit-worthiness,
fixed asset loans and overseas project finance; and
(v) the proposed application by the Company to other financial institutions for composite credit facilities, each of which
shall not exceed RMB300 million.
15. To consider and approve as ordinary resolution an annual allowance of RMB200,000 (including tax) to be paid to each of
the independent non-executive directors of the Company during his term of office (except that any independent non executive
director who is under administration of the Organization Department of the CPC Central Committee shall not receive any
allowance from the Company).
16. To consider and approve as special resolution the proposed amendments to the Articles of Association of the Company in
respect of Article 8.03 and Article 10.11. (Please refer to the circular of the Company dated 9 May 2011 for details.)
17. To consider and approve as ordinary resolution the Rules for Management of External Investments (Revised).
18. To consider and approve as ordinary resolution election of Dr. Kelvin Wong as an independent non-executive director of the
Company.
The details related to the above item 16 and 17 were set out in the circular of the Company dated 9 May 2011.
Dated this day of 2011 Signature(s)
Notes:
1. This proxy form supersedes the proxy form of Company enclosed with the Company’s circular dated 9 May 2011.
2. Full name(s) (in Chinese or English) and address(es) as shown in the register of members to be inserted in BLOCK CAPITALS .
3. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your
name(s).
4. If you wish to appoint any person other than the chairman of the AGM as your proxy, please delete the words “the chairman of the meeting or” and insert the name and address
of the proxy you duly appointed. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy
5. the IMPORTANT needsappropriatenot be a:memberboxPleaseunderindicateofthethecolumnCompany.with amarked“�Any’’ in“Against”alterationsthe appropriateifmadeyou boxwishin thisunderto voteproxytheagainst.formcolumnshouldPleasemarkedbeindicateinitialled“For” withif youbya “thewish�’’personintothevoteappropriatewhoin signsfavourit.boxof aunderresolution.the columnPleasemarkedindicate“Abstain”with a “�if’’youin
wish to abstain from voting. If no direction is given, the proxy is entitled to vote or abstain as he/she thinks fit. The proxy is also entitled to vote at his/her discretion on any
other resolution duly submitted to the AGM in addition to those set out in the revised notice of AGM dated 3 June 2011. Any waiver to vote shall be counted as an abstain vote
for the purpose of calculating the result of that resolution.
6. This proxy form must be signed by you or your attorney duly authorized in writing, or under the company seal or under the hand of a director or a duly authorized attorney in
case of a corporation. If the revised proxy form is signed by an attorney, the power of attorney or other authorization document giving such authorization shall be notarized.
7. In cases of joint holders of a share, any one of such holders is entitled to vote at the AGM, by himself/herself/itself or by proxy, as if he/she/it is the only one entitled to do so
among the joint holders. However, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted if more than one
joint holder attend the meeting personally or by proxy.
8. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorization documents (if any) must be deposited, not less than 24 hours before
the time appointed for holding the AGM or any of its adjournments (as the case may be) at the Office of the Board of Directors at No. 107, Shanghai Road, Economic & Technology
Development District, Urumqi, Xinjiang, PRC for the shareholders holding A Shares, or at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited
at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.
9. The AGM is expected to last for half a day. Shareholders attending the AGM shall be responsible of their own transportation and accommodation expenses.
----- End of picture text -----