GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Governance Information 2012

Mar 23, 2012

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TERMS OF REFERENCE OF NOMINATION COMMITTEE

(In the case of any discrepancies, the Chinese version shall prevail over the English version.)

Membership

1. The committee consists of three directors, including two independent directors.

2. The committee member shall be nominated by the chairman of the board of directors (the “Board”), above 1/2 of independent directors or above 1/3 of directors, and elected by the Board.

3. The Chairman of Nomination Committee will be responsible for the work of the committee and must be independent director.

4. The term of office of the committee members will be in line with the term of office of the Board. The member may be re-elected upon the expiry of the current term of office. During the term, if any member ceases to hold office as a director, he/she will automatically lose the qualification as a member and the replacement shall be in accordance with item 1 – 3 as mentioned above.

Authority and Duties

The Nomination Committee is responsible to the Board and has the following authority and duties:

1. Review the structure, size and composition (including the skills, knowledge and experience) of the board in line with the Company’s business structure, asset size and share structure at least annually, and make recommendations on any

proposed changes to the board to complement the issuer’s corporate strategy;

1. Review the standards and procedures of the selection of board members and senior management and make recommendations to the board;

2. Identify individuals suitably qualified to become board members or senior management;

3. Review the qualifications of the candidates of board members or senior

management and make recommendations;

1. Assess the independence of independent directors;

2. Make recommendations to the board on the appointment or re-appointment of

   • directors and succession planning for directors, in particular the chairman of the

Board and the president;

1. Others authorized by the Board.