GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Proxy Solicitation & Information Statement 2018

Apr 26, 2018

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 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

I/We[1]

of (address)

being the shareholder(s) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) holding H shares of the Company[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 H Shareholders’ Class Meeting (“ 2018 First H Shareholders’ Meeting ”) at the 2018 First H Shareholders’ Meeting of the Company to be held at Conference Room, No.8 Boxing Yi Road, Economic & Technological Development District, Beijing, PRC at 1:30 p.m. on Tuesday, 12 June 2018, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those ascribed to them in the circular of the Company dated 26 April 2018.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
1.	To consider and approve the proposal on the Company’s satisfaction of conditions for public issue of securities through the Rights Issue.
2.	To consider and approve the proposal on the Company’s 2018 plan for public issue of securities through the Rights Issue.
2.1	Type and nominal value of Rights Shares
2.2	Method of Rights Issue
2.3	Basis, proportion and number of Shares to be issued
2.4	Subscription Price and the basis for price determination
2.5	Target subscribers
2.6	Distribution plan for the accumulated undistributed profits of the Company prior to the Rights Issue
2.7	Issue period
2.8	Underwriting arrangement
2.9	Use of Proceeds
2.10	Effective period of the resolution
2.11	Listing of Rights Shares
3.	To consider and approve the proposal on the feasibility analysis report with respect to the target projects for investment with the proceeds from the Company’s Rights Issue in 2018.
4.	To consider and approve the report on the use of previous proceeds.
5.	To consider and approve the proposal on reminder of the risk of dilution of immediate returns by Rights Issue to existing shareholders, remedial measures and the relevant parties’ undertaking.
6.	To consider and approve the authorizations for the Rights Issue of A Shares and H Shares
ORDINARY RESOLUTION:		FOR4	AGAINST4	ABSTAIN4
1.	To consider and approve the Proposal on Shareholders’ Return Plan for the Three Years of 2018-2020.

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 H Shareholders’ Meeting 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 H Shareholders’ Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a member of the Company. Any alterations made in this proxy form should be initialled by the person who signs it.

3. IMPORTANT : 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 H Shareholders’ Meeting in addition to those set out in the notice of H Shareholders’ Meeting. 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.

4. This proxy form must be signed by you or your attorney duly authorised 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 document giving such authorisation shall be notarized.

5. In cases of joint holders of a share, any one of such holders is entitled to vote at the H Shareholders’ Meeting, 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.

6. 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 H Shareholders’ Meeting or any of its adjournments (as the case may be) at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the holders of H Shares.

7. The H Shareholders’ Meeting, together with the AGM and the A Shareholders’ Meeting, is expected to last for half a day. Shareholders attending the H Shareholders’ Meeting shall be responsible for their own transportation and accommodation expenses.

8. For identification purpose only