Xinyi Solar Holdings Limited — Proxy Solicitation & Information Statement 2015

Nov 8, 2015

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XINYI SOLAR HOLDINGS LIMITED 信義光能控股有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 00968)

Form of Proxy for use at the Extraordinary General Meeting of Xinyi Solar Holdings Limited to be convened on Monday, 7 December 2015 (the “EGM”) (or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

shares

shares of HK$0.10 each (the “ Share ”) in the capital of Xinyi Solar Holdings Limited (the “ Company ”), hereby appoint the Chairman of the EGM

or

(Note 3)

of

as my/our proxy [(Note][4)] to act for me/us at the EGM (and at any adjournment thereof) of the Company to be held at 3/F, Harbour View 2, 16 Science Park East Avenue, Hong Kong Science Park Phase 2, Pak Shek Kok, Tai Po, N.T., Hong Kong, on Monday, 7 December 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set forth in the notice convening the EGM and at the EGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

				ORDINARY RESOLUTIONS	FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)
	1	(A)	To approve, confirm and ratified the conditional Investment Agreement (as
			defined in the circular of the Company dated 7 November 2015) and the
			transactions contemplated therein (Note 6)
		(B)	To authorise the directors of the Company to take such actions and execute
			such documents as they may consider appropriate and expedient to carry
			out or give effect to in connection with the Investment Agreement and the
			transactions contemplated therein (Note 6)

Signed this day of 2015.

Shareholder’s signature [(Notes][7&8)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

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 such Shares registered in your name(s).

3. Please insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it . If no name is inserted, the duly appointed Chairman of the EGM will set as your proxy.

4. A proxy need not be the Chairman of the EGM. If you wish to appoint some person other than the Chairman of the EGM as your proxy, please delete the words “the Chairman of the EGM or” and insert the name and address of the person appointed proxy in the space provided.

5. IMPORTANT: If you wish to vote for or against the resolution, please place a “ � ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

6. The full text of these resolutions appear in the notice of the EGM dated 7 November 2015.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

8. Where there are joint registered holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

9. A proxy need not be a member of the Company.

10. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, shall be delivered at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.