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

Mar 23, 2012

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TERMS OF REFERENCE OF

REMUNERATION AND ASSESSMENT 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 the Committee will be responsible for the work of the committee and must be independent director. The chairman will be elected from

the committee members and approved by the Board.

1. 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 Remuneration and Assessment Committee is responsible to the Board and has the following authority and duties:

1. Establish the policy and structure for all directors’ and senior management

remuneration, and make recommendations to the Board on the establishment of

a formal and transparent procedure for developing remuneration policy;

1. Make recommendations to all directors’ and senior management remuneration

plans considering their work responsibilities and importance, salaries paid by

comparable companies, as well as employment conditions;

Remuneration plan mainly includes but not limited to the evaluation standards, procedures and main evaluating system of directors’ and senior management

performance;

1. Review and approve the management’s remuneration proposals with reference

to the Board’s corporate goals and objectives; determine, with delegated

responsibility, the remuneration packages of individual executive directors and

senior management; include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their

office or appointment;

1. Make recommendations to the Board on the remuneration packages of

non-executive directors;

1. Review and assess all directors’ and senior management performance;

2. Review and approve compensation payable to executive directors and senior

management for any loss or termination of office or appointment to ensure that

it is consistent with contractual terms and is otherwise fair and not excessive;

1. Review and approve compensation arrangements relating to dismissal or removal

of directors for misconduct to ensure that they are consistent with contractual

terms and are otherwise reasonable and appropriate;

1. Ensure no director or any of his associates is involved in deciding his own

remuneration;

1. Monitor the implementation of the remuneration policy;

2. Others authorized by the Board.

Full minutes of Remuneration and Assessment Committee meetings should be kept

and signed by all committee members attending the meetings. The minutes shall be

kept by the company secretary.