GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2017

May 11, 2017

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

shares[2] ,

hereby appoint the chairman of the meeting or[3]

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, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 2:30 p.m. on Wednesday, 28 June 2017, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1	To consider and approve the distribution of bonus shares and cash dividends from undistributed profits.
2	To consider and approve the issue of bonds and asset-backed securities inside or outside of China.
3	To consider and approve the proposed amendments to the articles of association of the Company.
ORDINARY RESOLUTIONS		FOR4	AGAINST4	ABSTAIN4
1	To consider and approve the report of the board of directors of the Company for the year of 2016.
2	To consider and approve the report of the supervisory committee of the Company for the year of 2016.
3	To consider and approve the report of the auditors and audited consolidated financial statements of the Company for the year ended 31 December 2016.
4	To consider and approve the annual report of the Company for the year of 2016.
5	To consider and approve the proposed applications to banks by the Company for credit facilities with an aggregate principal amount of not more than RMB128.351 billion for the period from the date of passing of this resolution until the day of the annual general meeting of the Company held in the year of 2018, and authorize the legal representative or authorized agent appointed by the legal representative to sign any documents and do any acts for and on behalf of the Company necessary in relation thereto.
6	To consider and approve the provision by the Company for the benefit of its wholly-owned subsidiaries, controlling subsidiaries and certain associates of guarantees with a total amount of not more than RMB5 billion and a period from the date of passing of this resolution until the day of the annual general meeting of the Company held in the year of 2018.
7	To consider and approve the proposed provision of guarantees by the Company for its subsidiaries with a total amount of not more than RMB5 billion during the period from the date of passing of this resolution until the day of annual general meeting of the Company to be held in the year of 2018, and authorize the chairman of the Board, Mr. Wu Gang, to sign any agreements and/or documents on behalf of the Company necessary in relation thereto.
8	To consider and approve the Report on Use of Proceeds for the Year of 2016.
9	To consider and approve the appointment of Ernst & Young Hua Ming LLP as the PRC auditor of the Company and Ernst & Young as the international auditor of the Company to hold office for one year, and authorize the Board to determine their remunerations, respectively.
10	To consider and approve the election of Ms. Xiao Hong as a supervisor of the Company.

Dated

Signature(s)

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 initialed by the person who signs it.

4. IMPORTANT : Please indicate with a “✓” in the appropriate box under the column marked “For” if you wish to vote in favor 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. Any abstain votes shall be counted in the calculation of the required majority.

5. This proxy form must be signed by you or your duly authorized attorney 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 proxy form is signed by an attorney, the power of attorney or other authorization documents giving such authorization shall be notarized.

6. 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.

7. To be valid, this proxy form, together with any notarized 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 (i.e. 2:30 p.m.(Hong Kong time) on Tuesday, 27 June 2017) or any of its adjournments (as the case may be) at the Company’s Office of Secretary of the Board at No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, 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.

8. 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.

9. For identification purpose only