GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Governance Information 2018

Mar 23, 2018

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to relevant requirements of Opinions of State Council General Office on Strengthening the Protection of the Legitimate Rights of Small and Medium-Sized investors in the Capital Market, Governance Criteria of Listed Company, Rules of General Meeting of Listed Company (Amended in 2016), Guidelines on Articles of Association of Listed Company ( Amended in 2016) , the board of directors (the “ Board ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) wishes to propose the amendments to the Company’s articles of association (the “ Articles of Association ”). Details of the proposed amendments are as follows:

1. Article 8.41:

When shareholders (including proxies) vote at a shareholders’ general meeting, they shall exercise their voting rights according to the number of shares with voting rights represented by them. Each share shall carry one voting right.

Shares of the Company held by the Company do not have voting rights, and such portion of shares shall not be calculated into the total number of shares with voting rights represented at the shareholders’ general meeting.

is proposed to be amended to :

When shareholders (including proxies) vote at a shareholders’ general meeting, they shall exercise their voting rights according to the number of shares with voting rights represented by them. Each share shall carry one voting right.

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Shares of the Company held by the Company do not have voting rights, and such portion of shares shall not be calculated into the total number of shares with voting rights represented at the shareholders’ general meeting.

Voting for medium and small investors shall be separately counted for major events of deliberation of shareholders' meeting affecting profits of medium and small investors. The results of separate counting shall be public disclosure in time.

The board of directors, independent directors and shareholders satisfying related specified conditions can collect voting right of shareholders publicly. Information of specific voting intention shall be fully disclosed to the collected for collection of voting rights from shareholders. It's forbidden to collect voting rights of shareholders in way of compensation or disguised compensation. The company cannot propose minimum free space of shareholding percentage to collection of voting rights.

2. Article 8.45 :

The list of candidates for Directors and Supervisors shall be proposed to the shareholders’ general meetings for deliberation. The Board shall announce to the shareholders the curriculum vitae (“ CV ”) and basic information of candidates for Directors and Supervisors.

• (1) Candidates for Directors and Supervisors that are not employee representatives of the Company can be nominated by the Board and the Supervisory Committee, respectively;

• (2) Shareholders that individually or jointly hold more than 3% of shares shall have the right to nominate candidates for directors and supervisors that are not employee representatives. Written notice concerning the shareholders’ proposed nominations of candidates for Directors and Supervisors as described above shall be sent to the Board as a single motion no later than 7 days prior to the shareholders’ general meeting is convened, together with the detailed information of the candidates for Directors and Supervisors as required under Article 8.19 of these Articles. The total number of candidates for Directors and Supervisors nominated by each shareholder shall be no more than the total number of vacancies of Directors and Supervisors. The Board shall verify the relevant information of candidates under the provisions of Article 8.19 of these Articles within 2 days after receiving such nominations submitted by the shareholders as described above in accordance with the provisions. For the nominations of qualified candidates for Directors and Supervisors, the Board shall submit as a provisional motion to the shareholders’ general meeting and publish a timely announcement or supplementary circular; for the nominations of unqualified candidates for Directors and Supervisors, the Board shall provide a timely explanation to the

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nominator; The Board shall evaluate whether it is necessary to postpone the shareholders’ general meeting at which the nominated director candidates as described above shall be elected, in order to give shareholders at least 10 business days to consider the relevant information disclosed in the announcement or the supplementary circular.

• (3) Supervisors that are employee representatives shall be democratically elected through the association of employee representatives of the Company；

• (4) The cumulative voting system shall be used for the election of Directors and Supervisors at the shareholders’ general meeting.

The term “cumulative voting system” used in the previous provision refers to during the election of Directors and Supervisors at the shareholders’ general meeting, voting rights of each share shall be the same as the number of candidates for Directors or Supervisors. Shareholders with voting rights may cast all votes to one candidate.

is proposed to be amended to :

The list of candidates for Directors and Supervisors shall be proposed to the shareholders’ general meetings for deliberation. The Board shall announce to the shareholders the curriculum vitae (“ CV ”) and basic information of candidates for Directors and Supervisors.

• (1) Candidates for Directors and Supervisors that are not employee representatives of the Company can be nominated by the Board and the Supervisory Committee, respectively;

• (2) Shareholders that individually or jointly hold more than 3% of shares shall have the right to nominate candidates for directors and supervisors that are not employee representatives. Written notice concerning the shareholders’ proposed nominations of candidates for Directors and Supervisors as described above shall be sent to the Board as a single motion no later than 7 days prior to the shareholders’ general meeting is convened, together with the detailed information of the candidates for Directors and Supervisors as required under Article 8.19 of these Articles. The total number of candidates for Directors and Supervisors nominated by each shareholder shall be no more than the total number of vacancies of Directors and Supervisors. The Board shall verify the relevant information of candidates under the provisions of Article 8.19 of these Articles within 2 days after receiving such nominations submitted by the shareholders as described above in accordance with the provisions. For the nominations of qualified candidates for Directors and Supervisors, the Board shall submit as a provisional motion to the shareholders’ general meeting and publish a timely announcement or supplementary circular; for the nominations of unqualified candidates for Directors and Supervisors, the Board shall provide a timely explanation to the nominator; The Board shall evaluate whether it is necessary to postpone the

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shareholders’ general meeting at which the nominated director candidates as described above shall be elected, in order to give shareholders at least 10 business days to consider the relevant information disclosed in the announcement or the supplementary circular.

• (3) Supervisors that are employee representatives shall be democratically elected through the association of employee representatives of the Company；

• (4) The cumulative voting system shall be used for the election of two or more Directors and Supervisors at the shareholders’ general meeting.

The term “cumulative voting system” used in the previous provision refers to during the election of Directors and Supervisors at the shareholders’ general meeting, voting rights of each share shall be the same as the number of candidates for Directors or Supervisors. Shareholders with voting rights may cast all votes to one candidate.

Shareholders' meeting shall abide by the following rules when electing directors and supervisors by cumulative voting:

(I) The number of director or supervisor candidates can be larger than the number to be elected in shareholders' meeting, but the candidate number voted by each shareholder cannot exceed the number of director or supervisor to be elected in shareholders' meeting. The summation of allocated votes cannot exceed vote owned by shareholders; otherwise, the vote shall be cancelled;

(II) Separate voting shall be implemented for independent directors and non-independent directors. When electing independent directors, the vote that every shareholder has the right to obtain shall equal to product of stock number held by themselves multiplying the number of independent directors to be elected, which can be only voted to candidates of independent directors of the company. When electing non-independent directors, the vote that every shareholder has the right to obtain shall equal to product of stock number held by themselves multiplying the number of non-independent directors to be elected, which can be only voted to candidates of non-independent directors of the company.

(III) The final elect shall be determined on votes of director or supervisor candidates, but the least votes of each elect must exceed half of sum of shares held by shareholders attending shareholders' meeting (including shareholder agents). Where the elected directors or supervisors are less than the number of directors or supervisors that shareholders' meeting plans to elect, additional voting shall be taken for all director and supervisor candidates with insufficient votes on gaps; if it remains insufficient, by-election shall be taken on the next shareholders' meeting of the company. If more than two director or supervisor candidates get same votes but only part of them can be elected due to limit of planned number, separate vote and election needs taking again for the director and supervisor candidates with same votes.

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The proposed amendments to the Articles of Association are subject to the approval by the shareholders at the general meeting to be convened by the Board in due course. The notice of the general meeting shall be issued at a later date.

By order of the Board Xinjiang Goldwind Science & Technology Co., Ltd. Ma Jinru Company Secretary

Beijing, 23 March 2018

As at the date of this announcement, the Company’s executive directors are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; non-executive directors are Mr. Zhao Guoqing, Mr. Feng Wei and Mr. Gao Jianjun; and independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.

* For identification purpose only

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