Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2011

Sep 23, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your H Shares in Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.*, you should at once hand this circular and the accompanying supplemental proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.* 長沙中聯重工科技發展股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1157)

SUPPLEMENTAL CIRCULAR REGARDING THE BOND ISSUANCE PROPOSAL IN RESPECT OF AUTHORIZATION OF PROVISION OF GUARANTEE BY OFFSHORE SUBSIDIARIES OF THE COMPANY AND/OR

CREATION OF SHARE PLEDGE OVER THE SHARES OF OFFSHORE SUBSIDIARIES OF THE COMPANY FOR THE PURPOSE OF THE BOND ISSUANCE AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

A supplemental notice of Extraordinary General Meeting of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.*, which will be held as originally scheduled at the Multi-function Conference Room, Second Floor, Company Offi ce Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 9:30 a.m. on Tuesday, 11 October 2011 is set out on pages 4 to 5 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the supplemental notice of EGM and to complete and return the enclosed supplemental proxy form, in accordance with the instructions printed thereon. For holders of H Shares, the supplemental proxy form should be returned to 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 in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting should you so wish.

• For identifi cation purpose only

24 September 2011

TABLE OF CONTENTS

		Page
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2	PROPOSAL IN RESPECT OF AUTHORIZATION OF PROVISION OF
	GUARANTEE BY OFFSHORE SUBSIDIARIES OF THE COMPANY AND/OR
	CREATION OF SHARE PLEDGE OVER THE SHARES OF OFFSHORE
	SUBSIDIARIES OF THE COMPANY FOR THE PURPOSE OF
	THE BOND ISSUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . .		4

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LETTER FROM THE BOARD

Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.* 長沙中聯重工科技發展股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1157)

Members of the Board

Chairman and Executive Director: Dr. ZHAN Chunxin

Registered Offi ce

No. 361, Yin Pen South Road, Changsha City, Hunan Province, PRC

Executive Director: Mr. LIU Quan

Non-executive Director: Mr. QIU Zhongwei

Independent Non-executive Directors: Mr. LIU Changkun Dr. QIAN Shizheng Mr. WANG Zhile Mr. LIAN Weizeng

Dear Shareholders,

SUPPLEMENTAL CIRCULAR REGARDING THE BOND ISSUANCE PROPOSAL IN RESPECT OF AUTHORIZATION OF PROVISION OF GUARANTEE BY OFFSHORE SUBSIDIARIES OF THE COMPANY AND/OR

CREATION OF SHARE PLEDGE OVER THE SHARES OF OFFSHORE SUBSIDIARIES OF THE COMPANY FOR THE PURPOSE OF THE BOND ISSUANCE

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

Reference is made to the circular of the Company dated 26 August 2011 (the “ Circular ”) in relation to, among other things, the proposed issuance of Bonds (the “ Bond Issuance ”) and the notice of EGM of the Company dated 26 August 2011 which sets out the venue of the EGM and contains the resolutions to be tabled before the EGM for Shareholders’ consideration and approval. Unless otherwise defi ned herein, terms used in this circular shall have the same meanings as defi ned in the Circular.

The purpose of this circular, to which this letter forms a part of, is to provide you with the information regarding the proposal submitted by Good Excel Group Limited (佳卓集團有限公司) (a Shareholder holding approximately 5.32% of the issued Shares) (“ Good Excel ”) in compliance with the laws and the

• For identifi cation purpose only

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LETTER FROM THE BOARD

Articles of Association in respect of authorization of provision of guarantee by offshore subsidiaries of the Company and/or creation of share pledge over the shares of offshore subsidiaries of the Company for the purpose of the Bond Issuance, which will be considered at the EGM and to set out the supplemental notice of EGM.

• 2 PROPOSAL IN RESPECT OF AUTHORIZATION OF PROVISION OF GUARANTEE BY OFFSHORE SUBSIDIARIES OF THE COMPANY AND/OR CREATION OF SHARE PLEDGE OVER THE SHARES OF OFFSHORE SUBSIDIARIES OF THE COMPANY FOR THE PURPOSE OF THE BOND ISSUANCE

The Company received a proposal from Good Excel in respect of authorization of provision of guarantee by offshore subsidiaries of the Company and/or creation of share pledge over the shares of offshore subsidiaries of the Company for the purpose of the Bond Issuance. The Board held a meeting on 23 September 2011 to consider such proposal and has resolved to put forward such proposal to the EGM for the Shareholders’ consideration and approval.

At the Fourth Interim Meeting in 2011 of the Fourth Session of the Board of the Company held on 25 August 2011, the Board considered and approved the proposal in respect of the issuance of US dollardenominated Bonds in the overseas markets by an indirect wholly-owned offshore subsidiary of the Company and the provision of guarantee by the Company for the Bond Issuance.

In order to ensure a smooth Bond Issuance in the overseas market, it is proposed that a resolution be put forward to the Shareholders at the Company’s general meeting to approve and authorize the provision of guarantee by the Company’s existing and future offshore subsidiaries (the “ Offshore Subsidiaries ”) and/or creation of share pledges over the shares of the Offshore Subsidiaries for the purpose of the Bond Issuance (together, the “ Guarantee ”), and to approve and authorize the Board and its authorized persons and the relevant Offshore Subsidiaries to deal with all matters in connection with the Guarantee, including but not limited to determining whether the Guarantee to be provided by the relevant Offshore Subsidiaries is required based on the rating results of the Bonds, determining the specifi c matters in relation to the Guarantee (including but not limited to the entities providing the Guarantee, scope, term and method of the Guarantee and any other matters in relation to the Guarantee); signing all necessary legal documentation relating to the Guarantee; carrying out any procedures for approval, registration, fi ling, etc. (if necessary); and dealing with all other matters in relation to the Guarantee.

The above proposal will be subject to the approval by Shareholders at the EGM as a special resolution.

3 EXTRAORDINARY GENERAL MEETING

A supplemental notice (the “ Supplemental Notice of EGM ”) of EGM, which will be held as originally scheduled at the Multi-function Conference Room, Second Floor, Company Offi ce Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 9:30 a.m. on Tuesday, 11 October 2011 is set out in pages 4 to 5 of this circular. The Supplemental Notice of EGM sets out an additional special resolution 4 in relation to the proposed authorization of provision of the Guarantee by the Offshore Subsidiaries for the purpose of the Bond Issuance as described in this circular.

Please refer to the notice of EGM dated 26 August 2011 (the “ Notice of EGM ”) for details of other resolutions to be tabled before the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

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LETTER FROM THE BOARD

Since the proxy form in respect of the resolutions set out in the Notice of EGM sent together with the Circular (the “ Original Proxy Form ”) does not contain the proposed additional special resolution 4 as set out in the Supplemental Notice of EGM, a supplemental proxy form has been prepared and is enclosed with this circular (the “ Supplemental Proxy Form ”).

You are requested to complete and return the accompanying Supplemental Proxy Form in accordance with the instructions printed thereon to 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 in person or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the Supplemental Proxy Form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

The Supplemental Proxy Form is the supplemental proxy form for the purpose of the proposed additional special resolution 4 set out in the Supplemental Notice of EGM and only serves as a supplement to the Original Proxy Form for the EGM. The Supplemental Proxy Form will not affect the validity of any Original Proxy Form duly completed by you in respect of the resolutions set out in the Notice of EGM. If you have completed the Original Proxy Form and validly appointed a proxy to attend and act for you at the EGM but do not complete and deliver the Supplemental Proxy Form, your proxy will be entitled to vote on your behalf at his discretion on the special resolution 4 set out in the Supplemental Notice of EGM. In the event that the proxies appointed to attend the EGM under the Original Proxy Form are different to the proxies appointed to attend the EGM under the Supplemental Proxy Form, and all such proxies attended the EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM.

4 RECOMMENDATION

The Board considers that the proposal submitted by Good Excel in compliance with the laws and the Articles of Association in respect of authorization of provision of guarantee by offshore subsidiaries of the Company and/or creation of share pledge over the shares of offshore subsidiaries of the Company for the purpose of the Bond issuance, is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the additional special resolution to be proposed at the EGM.

By Order of the Board Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. * ZHAN Chunxin Chairman

Changsha, the PRC 24 September 2011

• For identifi cation purpose only

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.* 長沙中聯重工科技發展股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1157)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of extraordinary general meeting dated 26 August 2011 (the “ Notice ”) which sets out the venue of the extraordinary general meeting (the “ EGM ”) of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. (the “ Company* ”) and contains resolutions to be tabled before the EGM for shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled at the Multi-function Conference Room, Second Floor, Company Offi ce Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 9:30 a.m. on Tuesday, 11 October 2011, will consider and, if thought fi t, pass the following supplemental resolution as a special resolution, which was submitted to the Company by Good Excel Group Limited (佳卓集團有限公司) (a shareholder of the Company holding approximately 5.32% of the issued shares of the Company) in compliance with the laws and the Articles of Association of the Company, in addition to the resolutions set out in the Notice:

Special Resolution

• 4 To consider and approve the proposal in respect of authorization of provision of guarantee by offshore subsidiaries of the Company for the purpose of the Bond Issuance (Note 1) .

By order of the Board Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. * ZHAN Chunxin Chairman

Changsha, the PRC, 24 September 2011

• For identifi cation purpose only

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Details of the above special resolution are set out in the section headed “Proposal in respect of Authorization of Provision of Guarantee by Offshore Subsidiaries of the Company and/or Creation of Share Pledge over the Shares of Offshore Subsidiaries of the Company for the purpose of the Bond Issuance” in the Letter from the Board in this Circular. Unless otherwise defi ned in this notice, capitalised terms used in this supplemental notice shall have the same meanings as those defi ned in this Circular.

2. A supplemental proxy form in respect of the resolution numbered 4 above is enclosed with this Circular.

3. Please refer to the notice of EGM dated 26 August 2011 for details of the other resolutions to be tabled before the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

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