GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Proxy Solicitation & Information Statement 2012

Aug 24, 2012

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SHAREHOLDERS’ RETURN PLAN FOR THE THREE YEARS OF 2012-2014 AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to comply with the Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通 知》) issued by the China Securities Regulatory Commission (the “ CSRC ”) in relation to enhancing transparency of dividend distribution as well as establishing profit distribution system, the board of directors (the “ Board ”) of the Company wishes to propose the adoption of the Shareholders’ Return Plan for the Three Years of 2012-2014 and the corresponding amendments to the Company’s articles of association (the “ Articles ”):

A. SHAREHOLDERS’ RETURN PLAN FOR THE THREE YEARS OF 2012-2014

1. Principles of the Plan

The Plan was formulated in accordance with relevant laws, regulations and provisions regarding dividend distribution in the Articles. This Plan places great importance on a fair return on shareholders’ investment, as well as taking into consideration the sustainable development of the Company and the continuity and stability of the profit distribution policy of the Company.

2. Factors Considered in Formulating the Plan

The Plan aims to establish a sustainable and stable system of investment return for the shareholders after having taken full considerations of factors including the Company’s current and future profitability, cash flow, current development stage, funding requirements of project investment, bank credit, debt financing conditions, the

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Company’s operations and development, cost of social funds and financing market environment.

3. Shareholders Return Plan For The Three Years of 2012-2014

Over the three years of 2012-2014, the Company shall distribute dividends in cash, shares or a combination of cash and shares.

Conditional upon the Company being profitable and cash flow being able to satisfy the continuing operation and sustainable development of the Company, the Company shall actively distribute cash dividends and value the importance of shareholders return. For the three years of 2012 to 2014, the Company shall distribute cash dividends if the following conditions are met: operation results are profitable; and the Company’s accumulated undistributed profits are positive in value; capital funds are sufficient for funding the Company’s production and operations; the Company has sufficient funds for allocation statutory reserve funds and discretionary reserve funds; and there are no major investment or cash outflow plans. The accumulated distribution of cash dividends over the last 3 years shall not be less than 30% of the average distributable profits for the last 3 years.

4. Resolution, Supervision and Disclosure Procedures

• a) The Board shall formulate the preliminary profit distribution plans and submit to the shareholders’ general meeting for consideration and approval after obtaining the independent opinions expressed by the independent non-executive directors Opinions of shareholders (especially minority shareholders) and the independent directors shall be heard and considered during the process of deciding the profit distribution plans at the shareholders’ general meeting.

• b) In the event that the Company’s annual results are profitable and yet the Board does not propose a cash dividends distribution plan, the Board shall, in the Company’s periodical reports, provide detailed explanations for not proposing distribution of cash dividends, proposed use and plan for such funds retained by the Company. Independent non-executive directors shall issue independent opinions on such explanations and shall be disclosed to the public. In the event that there are misappropriations of funds by shareholders, the Company shall withhold the cash dividends for which such shareholders are entitles in order to repay the misappropriated funds.

• c) The Company shall disclose in details the formulation and implementation of the dividend distribution policy in its periodic reports including compliance with the Articles or resolutions of the shareholders’ general meeting, accuracy and clarity of dividend distribution plan, compliance with relevant decision-making procedures requirements, performance and contributions of the independent directors, whether or not minority shareholders’ opinions have been fully taken into consideration and whether or not the legal rights of minority shareholders have been fully protected.

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5. Revision Mechanism for this Plan

In the event that the profit distribution policy and shareholders’ return plan require change based on the Company’s production and operations plan, investment plans, development strategy and other factors, the Company shall, with an aim of protecting the interests of shareholders, discuss in details minority shareholders and provide reasons for such change, and the Board shall propose resolutions to the shareholders’ general meeting on the bases that opinions of minority shareholders have been fully heard and the independent non-executive directors’ independent opinions have been obtained. The Company shall provide an online voting platform for the shareholders. The Company shall also discuss in details in its periodic reports on whether the revised or changed plans are in compliance with regulations and procedure requirements and transparent.

6. The Board has the authority to interpret the plan, and the plan shall become effective as of the date of approval of the shareholder at the general meeting.

Note: the Shareholders’ Return Plan is written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

B. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board also wishes to propose amendments to the Articles in correspondence with the Shareholders’ Return Plan. The amendments aim to refine the provisions in the Articles regarding dividend distribution of the Company so as to build up a more transparent profit distribution system for Shareholders.

Details of the proposed amendments are as follows:

1. Article 15.13: the Company shall distribute dividends in 1) cash; 2) shares.

is proposed to be amended to :

The Company shall distribute dividends in cash, shares or a combination of cash and shares.

1. Article 15.19 : the Company’s accumulated distribution of cash dividends over the last 3 years shall not be less than 30% of the average distributable profits for the last 3 years.

is proposed to be amended to :

Conditional upon the Company being profitable and the retained distributable profit being positive as well as the cash flow being able to satisfy the continuing operation and sustainable development of the Company, the Company shall distribute cash

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dividends. The accumulated distribution of cash dividends over the last 3 years shall not be less than 30% of the average distributable profits for the last 3 years. If the operation of the Company is healthy, and the Board of the Company believes the scale of share capital does not match the operation scale of the Company and dividend payment in shares will be in the interests of all shareholders of the Company, the Company may propose to distribute dividends in shares.

The Company shall distribute the profit in accordance with the Company’s consolidated financial statements or the financial statements of the Company itself, whichever is lower.

The Company shall pay dividends once a year in principle. However, the Board may propose payment of interim dividends in line with the profitability of the Company.

The Board shall propose the preliminary profit distribution plans. The independent non-executive directors shall provide their independent opinions on the plans. The shareholders of the Company at the general meeting will make decisions on the plans. Opinions of shareholders (especially minority shareholders) and the independent directors shall be heard and considered during the process of formulating and deciding the profit distribution plans.

If the Company is required to make adjustments to the profit distribution policies in line with its production and operation, investment plans, and development strategies, the adjusted profit distribution policies shall not violate the relevant regulations of the CSRC and the stock exchanges. The adjustments of the profit distribution policies must be reviewed and approved by the Board, as well as by the shareholders by an affirmative vote of two-thirds or more of all shareholders attending the general meeting. The Company will provide the shareholders with on-line vote platform.

The shareholders’ return plan for the three years of 2012-2014 and the proposed amendments to the Articles 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, 24 August 2012

As at the date of this announcement, the executive directors of the Company are Mr. Wu Gang and Mr. Wang Haibo; the non-executive directors are Mr. Li Ying, Mr. Gao Zhong, Ms. Hu Yang and Ms. Ji Dongmei; and the independent non-executive directors are Mr. Wang Yousan, Mr. Shi Pengfei and Dr. Tin Yau Kelvin Wong.

* For identification purpose only

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