GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2016

May 11, 2016

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

PROXY FORM FOR THE ANNUAL GENERAL MEETING

I/We[1] of

(address) being the shareholder(s) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) holding hereby appoint the chairman of the meeting or[3]

shares[2] ,

as my/our proxy to attend and vote for and on my/our behalf in respect of the resolutions set out in the notice of the Annual General Meeting (“ AGM ”) at the AGM of the Company to be held at Conference Room of Level 1, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 10:30 a.m. on Tuesday, 28 June 2016, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

To consider and, if thought fit, approve the following resolutions:

		IANG GOLDWIND SCIENCE & TECHNO新疆金風科技股份有限公(a joint stock limited liability company incorporated in the People’sStock Code: 02208PROXY FORM FOR THE ANNUAL GENERAL M	IANG GOLDWIND SCIENCE & TECHNO新疆金風科技股份有限公(a joint stock limited liability company incorporated in the People’sStock Code: 02208PROXY FORM FOR THE ANNUAL GENERAL M	IANG GOLDWIND SCIENCE & TECHNO新疆金風科技股份有限公(a joint stock limited liability company incorporated in the People’sStock Code: 02208PROXY FORM FOR THE ANNUAL GENERAL M	IANG GOLDWIND SCIENCE & TECHNO新疆金風科技股份有限公(a joint stock limited liability company incorporated in the People’sStock Code: 02208PROXY FORM FOR THE ANNUAL GENERAL M	LOGY CO.,司Republic of China)EETING	LOGY CO.,司Republic of China)EETING	LTD.*shares2,“AGM”) at the AGMRC at 10:30 a.m. on4ABSTAIN44ABSTAIN4	LTD.*shares2,“AGM”) at the AGMRC at 10:30 a.m. on4ABSTAIN44ABSTAIN4
		hareholder(s) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “Company”) holdinghairman of the meeting or3 attend and vote for and on my/our behalf in respect of the resolutions set out in the notice of tbe held at Conference Room of Level 1, No.8 Boxing Yi Road, Economic & Technological De16, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as thehought fit, approve the following resolutions:
						he Annual General Meeting (velopment District, Beijing, Pproxy thinks fit.
		SPECIAL RESOLUTIONS				FOR4	AGAINST	4	ABSTAIN4
1	The propo	sed issue of debt financing instruments.
		ORDINARY RESOLUTIONS				FOR4	AGAINST	4	ABSTAIN4
1	The repor	t of the board of directors of the Company (the “Board”) for the year of 2015.
2	The reporof 2015.	t of the supervisory committee of the Company (the “Supervisory Committee”) for the year
3	The reporended 31	t of the auditors and audited consolidated financial statements of the Company for the yearDecember 2015.
4	The final	dividend distribution for the year ended 31 December 2015.
5	The annua	l report of the Company for the year of 2015.
6	The propoamount ofthe day ofyear of 20on behalf	sed applications to banks by the Company for credit facilities with an aggregate principalnot more than RMB130 billion for the period from the date of passing of this resolution untilthe annual general meeting of the Company for the year of 2016 which will be held in the17 (“AGM 2016”), and authorise Mr. Wu Gang to sign any documents and do any acts for andof the Company necessary in relation thereto.
7	The proviamount ofdate of pa	sion of letter of guarantee by the Company for the benefit of its subsidiaries with a totalnot more than RMB5 billion and a term not exceeding five years during the period from thessing of this resolution until the day of AGM 2016.
8	The propomore thanAGM 201document	sed provision of guarantees by the Company for its subsidiaries with a total amount of notRMB5 billion during the period from the date of passing of this resolution until the day of6, and authorise the chairman of the Board, Mr. Wu Gang, to sign any agreements and/ors on behalf of the Company necessary in relation thereto.
9	The appoiYoung asto determi	ntment of Ernst & Young Hua Ming LLP as the PRC auditors of the Company and Ernst &the international auditors of the Company to hold office for one year, and authorise the Boardne their remunerations, respectively.
10	The propManagem	osed joint establishment of wind powerent Co., Ltd.		industry fund with CIF (Beijing) Investment Fund
11	The propoorder to i	sed participation in formation of assetmprove business of risk investment.		management company and fund as limited partner in
12	The signconstructi	ing of cooperation agreement of riskon project with China Development Ban		sharing system regarding overseas wind powerk Co., Ltd.
13	The propoby Beijing	sed participation in establishing TianrunTianrun New Energy Investment Co., L		Dongfang Clean Energy Fund (Limited Partnership)td.
14	The Repo	rt on Use of Proceeds for the Year of 201		5 (A Share).
15	T h e r e - e l e c t i o n /appointment of thefollowing directorsa s d i r e c t o r s o ft h e C o m p a ny ( t h e“Directors”) for thesixth session of theBoard:	- e l e c t i o n /ent of theg directorse c t o r s o fp a ny ( t h ers”) for thesion of the	(a)Executive andnon-executiveDirectors:	(1)Mr. Wu Gang as an executive Director;
				(2)Mr. Wang Haibo as an executive Director;
				(3)Mr. Cao Zhigang as an executive Director;
				(4)Mr. Yu Shengjun as a non-executive Director;
				(5)Mr. Zhao Guoqing as a non-executiveDirector;
				(6)Mr. Feng Wei as a non-executive Director.
			(b)Independentnon-executive	(1)Mr. Yang Xiaosheng as an independent non-executive Director;
			Directors:
				(2)Mr. Luo Zhenbang as an independent non-executive Director;
				(3)Mr. Christopher F. Lee as an independentnon-executive Director.

• For identification purpose only

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
16	The re-election of thefollowing supervisorsa s s u p e r v i s o r s o ft h e C o m p a ny ( t h e“Supervisors”) fort h e s i x t h s e s s i o nof the SupervisoryCommittee:	(a)Mr. Wang Mengqiu as a Supervisor;
		(b)Mr. Wang Shiwei as a Supervisor;
		(c)Mr. Luo Jun as a Supervisor.
17	The remuneration of the Directors of the sixth session of the Board.
18	The remuneration of the Supervisors of the sixth session of the Supervisory Committee.

Dated

Signature(s)

• For identification purpose only

Notes:

1. Full name(s) (in Chinese or English) and address(es) as shown in the register of members to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

3. 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 needs not be a shareholder or member of the Company. Any alterations made in this proxy form should be initialled by the person who signs it.

4. IMPORTANT :

   • (a) Please indicate with a “✓” in the appropriate box under the column marked “For” if you wish to vote in favour of a resolution. Please indicate with a “✓” in the appropriate box under the column marked “Against” if you wish to vote against a resolution. Please indicate with a “✓” in the appropriate box under the column marked “Abstain” if you 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 notice of AGM. Any abstain vote or waiver to vote shall be counted as an abstain vote for the purpose of calculating the result of that resolution.

   • (b) (i) Voting at the AGM in respect of resolution No. 15(a)(1) to 15(a)(6) (namely the re-election/appointment of executive and non-executive Directors for the sixth session of the Board) shall be conducted by way of cumulative voting, whereby in respect of this part of the resolution you are entitled to a number of votes equivalent to six times of the number of shares represented by you. You may cast all or part of such number of votes in favour of all or any one of the six director candidates under this part of the resolution, provided that the number of votes you cast shall not, on an accumulative basis, exceed six times of the number of shares represented by you. Otherwise, all votes cast by you in respect of this part of the resolution shall be rendered null and void and you shall be deemed as having waived your right to vote. For example, if you hold 100 shares, you shall be entitled to a total of 600 votes in respect of resolution No. 15(a)(1) to 15(a)(6). Out of the 600 votes, you can either cast 100 votes for each director candidate; or cast all of your 600 votes for one director candidate; or cast any number of votes for any one of the director candidates provided that the number of votes you cast does not, on an accumulative basis, exceed 600 votes; or only cast any number of votes less than 600 votes for any one of the director candidates under resolution No. 15(a)(1) to 15(a)(6); and on the analogy of this.

     • (ii) Voting at the AGM in respect of resolution No. 15(b)(1) to 15(b)(3) (namely the re-election/appointment of independent non-executive Directors for the sixth session of the Board) shall be conducted by way of cumulative voting, whereby in respect of this part of the resolution you are entitled to a number of votes equivalent to three times of the number of shares represented by you. You may cast all or part of such number of votes in favour of all or any one of the three director candidates under this part of the resolution, provided that the number of votes you cast shall not, on an accumulative basis, exceed three times of the number of shares represented by you. Otherwise, all votes cast by you in respect of this part of the resolution shall be rendered null and void and you shall be deemed as having waived your right to vote. For example, if you hold 100 shares, you shall be entitled to a total of 300 votes in respect of resolution No. 15(b) (1) to 15(b)(3). Out of the 300 votes, you can either cast 100 votes for each director candidate; or cast all of your 300 votes for one director candidate; or cast any number of votes for any one of the director candidates provided that the number of votes you cast does not, on an accumulative basis, exceed 300 votes; or only cast any number of votes less than 300 votes for any one of the director candidates under resolution No. 15(b)(1) to 15(b)(3); and on the analogy of this.

   • (c) Voting at the AGM in respect of resolution No. 16(a) to 16(c) (namely the election of the sixth session of the Supervisory Committee) shall be conducted by way of cumulative voting, whereby in respect of this resolution you are entitled to a number of votes equivalent to three times of the number of shares represented by you. You may cast all or part of such number of votes in favour of all or any one of the three supervisor candidates under this resolution, provided that the number of votes you cast shall not, on an accumulative basis, exceed three times of the number of shares represented by you. Otherwise, all votes cast by you in respect of this resolution shall be rendered null and void and you shall be deemed as having waived your right to vote. For example, if you hold 100 shares, you shall be entitled to a total of 300 votes in respect of resolution No. 16(a) to 16(c). Out of the 300 votes, you can either cast 100 votes for each supervisor candidate; or cast all of your 300 votes for one supervisor candidate; or cast any number of votes for any one of the supervisor candidates provided that the number of votes you cast does not, on an accumulative basis, exceed 300 votes; or only cast any number of votes less than 300 votes for any one of the supervisor candidates under resolution No. 16(a) to 16(c); and on the analogy of this.

Please note with particular attention that, if the total number of votes cast by you on one or all of the executive and non-executive director/independent non-executive director/supervisor candidate(s) exceed the total number of the votes carried by all your shares, all the votes cast by you shall be invalid and you shall be deemed to have abstained from voting; if the total number of votes cast by you on one or all of the executive and non-executive director/independent non-executive director/supervisor candidate(s) is less than the total number of the votes carried by all your shares, the votes cast by you shall be valid and the votes not cast shall be deemed to have been waived by you. For example, if you hold 100 shares, the total number of votes represented by your shares in respect of resolution No. 15(a)(1) to 15(a)(6) will be 600 and (i) if you state “600” in the column “For” on one particular director candidate under this part of the resolution, all your votes have been cast and you have no votes for the other director candidates under this part of the resolution. As such, if you state the number of votes (other than 0 vote) in other columns in respect of resolution No. 15(a)(1) to 15(a)(6), all your votes in respect of resolution No. 15(a)(1) to 15(a) (6) will be deemed to be invalid; or (ii) if you state “100” in the column “For” in respect of each of five of the director candidates under this part of the resolution and “50” in the column “For” in respect of the remaining one director candidate under this part of the resolution, the 550 votes cast shall be valid and the remaining 50 votes not cast shall be deemed to have been waived by you.

Each director/supervisor candidate who has received favourable votes exceeding half of the number of shares carrying voting rights (assuming the cumulative voting has not been applied) represented by the shareholders attending the AGM shall be elected as a director/supervisor.

1. This proxy form must be signed by you or your duly authorised attorney in writing, or under the company seal or under the hand of a director or a duly authorised attorney in case of a corporation. If the proxy form is signed by an attorney, the power of attorney or other authorisation documents giving such authorisation shall be notarised.

2. 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.

3. To be valid, this proxy form, together with any notarised copy of the power of attorney or other authorisation 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 Company’s Office of Secretary of the Board at No. 107 Shanghai Road, Economic & Technological 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

4. The AGM is expected to last for half a day. Shareholders (in person or by proxy) attending the AGM shall be responsible of their own transportation and accommodation expenses.