GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — AGM Information 2019

May 20, 2019

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

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, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 14:30 p.m. on Friday, 21 June 2019, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1	To consider and approve the Provision 15.19 of the proposed amendment of articles of association.
2	To consider and approve the proposed issue of bonds and asset-backed securities inside or outside of the PRC.
ORDINARY RESOLUTIONS			FOR4	AGAINST4	ABSTAIN4
1	To consider and approve the report of the board of directors of the Company (the “Board”) for the year of 2018.
2	To consider and approve the report of the supervisory committee of the Company (the “Supervisory Committee”) for the year of 2018.
3	To consider and approve the report of the auditors and audited consolidated financial statements of the Company for the year ended 31 December 2018.
4	To consider and approve the final dividend distribution for the year ended 31 December 2018.
5	To consider and approve the annual report of the Company for the year of 2018.
6	To consider and approve the provision of letter of guarantee by the Company for the benefit of its subsidiaries with a total amount of not more than RMB10 billion during 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 2020.
7	To consider and approve the proposed provision of new guarantees by the Company for its subsidiaries with a total amount of not more than RMB7 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 2020, and authorise 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 proposed operation of exchange rate hedging business with a total amount of not more than USD1 billion and the interest rate hedging business with a total amount of not more than USD1 billion during the period from the date of passing this resolution until the day of annual general meeting of the Company to be held in the year of 2020.
9	To consider and approve the appointment of Ernst & Young Hua Ming LLP as the PRC auditors of the Company and Ernst & Young as the international auditors of the Company to hold office for one year, and authorise the Board to determine their remunerations, respectively.
10.	To consider and approve the remuneration of the Directors of the Se non-executive Directors.	venth Session of the Board and the independent
11.	To consider and approve the remuneration of the Supervisors of the Se	venth Session of the Supervisory Committee.
12	To consider and approve the re-election/election of the following directors as executive and non-executive directors of the Company (the “Directors”) for the seventh session of the Board:	(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. Gao Jianjun as a non-executive Director;
		(5) Ms. Gu Hongmei as a non-executive Director;
		(6) Mr. Lu Hailin as a non-executive Director;
13	To consider and approve the re-election/election of the following directors as independent non-executive Directors of the Company for the seventh session of the Board:	(1) Dr. Tin Yau Kelvin Wong as an independent non-executive Director;
		(2) Mr. Wei Wei as an independent non- executive Director.
		(3) Ms. Yang Jianping as an independent non-executive Director.
14	To consider and approve the re-election/election of the following supervisors as supervisors of the Company (the “Supervisors”) for the seventh session of the Supervisory Committee:	(1) Mr. Han Zongwei as a Supervisor;
		(2) Mr. Luo Jun as a Supervisor;
		(3) Ms. Xiao Hong as a Supervisor.

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 revised proxy form 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 revised proxy form should be initialled by the person who signs it.

4. IMPORTANT :

5. (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.

6. (b) Voting at the AGM in respect of resolution No. 12(1) to 12(6) (namely the re-election/election of executive and non-executive Directors for the seventh 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. 12(1) to 12(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. 12(1) to 12(6); and on the analogy of this.

7. (c) Voting at the AGM in respect of resolution No. 13(1) to 13(3) (namely the re-election/election of independent non-executive Directors for the seventh 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. 13(1) to 13(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. 13(1) to 13(3); and on the analogy of this.

8. (d) Voting at the AGM in respect of resolution No. 14(1) to 14(3) (namely the re-election/election of the seventh 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. 14(1) to 14(3). 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. 14(1) to 14(3); 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. 12(1) to 12(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. 12(1) to 12(6), all your votes in respect of resolution No. 12(1) to 12(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.

• This revised 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 revised proxy form is signed by an attorney, the power of attorney or other authorisation documents giving such authorisation shall be notarised.

• 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.

• To be valid, this revised 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) (the “Proxy Closing Time”) 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.

• 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.

• Important: If you wish to appoint any proxy to attend the AGM on your behalf, and have already duly completed and lodged the original proxy form which was sent to you together with the notice convening the AGM (the “ Original Proxy Form ”) with the Company’s H Share registrar please note that: (a) if both the Original Proxy Form and this revised proxy form, in each case, correctly completed and signed, are lodged with the Company’s H Share registrar at or prior to the Proxy Closing Time, this revised proxy form will be treated as a valid form of proxy lodged by you. (b) if the Original Proxy Form has already been lodged with the Company’s H Share registrar at or prior to the Proxy Closing Time but this revised proxy form is not lodged with the Company’s H Share registrar at or prior to the Proxy Closing Time or if this revised proxy form is lodged with the Company’s H Share registrar after the Proxy Closing Time or if this revised proxy form is invalid for whatever reasons, the Original Proxy Form will be treated as valid form of proxy if duly completed and signed.