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

Aug 25, 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 proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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)

(1) PROPOSAL OF BOND ISSUANCE

(2) PROPOSAL IN RESPECT OF THE TERMINATION OF SOME OF THE INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT

(3) PROPOSAL IN RESPECT OF THE CHANGE IN THE USE OF PART OF THE PROCEEDS FROM PRIVATE PLACEMENT TO REPLENISH WORKING CAPITAL

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd.* to be held 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 10 to 12 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form, in accordance with the instructions printed thereon. For holders of H Shares, the 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 proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip 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 (for holders of H Shares) on or before Tuesday, 20 September 2011.

• For identifi cation purpose only

26 August 2011

TABLE OF CONTENTS

		Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter	from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2	Proposal of Bond Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3	Proposal in respect of the Termination of some of the Investment Projects
	Financed by Proceeds from Private Placement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4	Proposal in respect of the Change in the Use of Part of the Proceeds from
	Private Placement to Replenish Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice	of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“A Share(s)”	domestic share(s) of RMB1.00 each in the share capital of the
	Company which are listed on the Shenzhen Stock Exchange and
	traded in RMB
“Articles of Association”	the articles of association of the Company, as amended from time
	to time
“Board” or “Board of Directors”	the board of Directors of the Company
“Bonds”	the U.S. dollar-denominated bonds of principal amount not
	exceeding US$1.5 billion proposed to be issued in the overseas
	markets by the Company through its offshore wholly-owned
	subsidiary
“Company”	長沙中聯重工科技發展股份有限公司(Changsha Zoomlion
	Heavy Industry Science and Technology Development Co., Ltd.*),
	a joint stock company incorporated in the PRC with limited
	liability
“Director(s)”	director(s) of the Company
“EGM” or “Extraordinary General	the extraordinary general meeting of the Company to be held at the
Meeting”	Multi-function Conference Room, Second Floor, Company Off ce
	Building, No. 361, Yin Pen South Road, Changsha City, Hunan
	Province, the PRC at 9:30 a.m. on Tuesday, 11 October 2011
“Group”	the Company and its subsidiaries
“H Share(s)”	overseas listed foreign share(s) of RMB1.00 each in the share
	capital of the Company which are listed on the Hong Kong Stock
	Exchange and traded in Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“PRC” or “China”	the People’s Republic of China, excluding, for the purpose of this
	circular only, Hong Kong, Macau Special Administrative Region
	of the PRC and Taiwan region
“RMB”	the lawful currency of the PRC

• For identifi cation purpose only

— 1 —

DEFINITIONS

“Shareholder(s)” holders of the Shares “Share(s)” A Shares and/or H Shares “US$” US dollars, the lawful currency of the United States of America

— 2 —

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,

(1) PROPOSAL OF BOND ISSUANCE

(2) PROPOSAL IN RESPECT OF THE TERMINATION OF SOME OF THE INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT

(3) PROPOSAL IN RESPECT OF THE CHANGE IN THE USE OF PART OF THE PROCEEDS FROM PRIVATE PLACEMENT TO REPLENISH WORKING CAPITAL

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

The purpose of this circular, to which this letter forms a part of, is to give you the notice of EGM and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, a special resolution will be proposed to consider and approve the proposal in respect of the issuance of Bonds; and ordinary resolutions will be proposed to consider and approve the proposals in respect of (1) the termination of some of the investment projects fi nanced by proceeds from private placement, and (2) the change in the use of part of the proceeds from private placement to replenish working capital. The notice of EGM is set out in pages 10 to 12 of this circular.

• For identifi cation purpose only

— 3 —

LETTER FROM THE BOARD

2 PROPOSAL OF BOND ISSUANCE

In order to meet the overseas business growth needs and general corporate purposes requirements of the Company, and to further broaden the Company’s access to capital and reduce the fi nancing cost of the Company and in view of the environment of the domestic and overseas fi nancing markets, the Company proposes to issue U.S. dollars-denominated bonds in the overseas markets, through its offshore whollyowned subsidiary. Details of the proposal are as follows:

(a) Proposed Offering Plan:

• (i) Issuer: an offshore indirect wholly-owned subsidiary of the Company;

• (ii) Currency: U.S. dollars;

• (iii) Principal Amount: Not exceeding US$1.5 billion, subject to market conditions at the time of issuance;

• (iv) Maturity: Up to 10 years, subject to market conditions at the time of issuance;

• (v) Interest Rate: Fixed rate, the fi nal rate will be determined based on price inquiry;

• (vi) Issue Price: Issue price will be determined based on price inquiry;

• (vii) Guarantee: Guarantee will be provided by the Company;

• (viii) Target Investors: Qualifi ed institutional buyers;

• (ix) Use of Proceeds: General corporate purposes;

• (x) Scope of Guarantee: Principal amount, interests payable and related expenses;

• (xi) Term of Guarantee: Up to the maturity of the Bonds, subject to the issuer satisfying all the payment obligations under the Bonds issuance;

• (xii) Listing: It is proposed that the Bonds be listed on Singapore Exchange Limited.

(b) Authorizations:

The Board will seek authorization from the Shareholders at the general meeting to approve and authorize the Board, persons authorized by the Board and the Company’s offshore wholly-owned subsidiary full power and authority to deal with all matters in connection with the proposed Bond issuance, including but not limited to:

• (i) approving an offshore wholly-owned subsidiary of the Company to act as the issuer of the Bonds, and to determine the principal amount based on market conditions at the time of issuance;

• (ii) approving the Company to provide guarantee to the issuance of the Bonds;

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LETTER FROM THE BOARD

• (iii) approving and authorizing the Board and the Company’s offshore wholly-owned subsidiary to determine on the fi nal offering plan, including but not limited to: issuer, guarantee method, nominal value, issue date, principal amount, issue price, maturity, interest rate, method of interest payment, repurchase and redemption terms, covenants, underwriting arrangement and other matters in connection with the issuance and guarantee;

• (iv) approving and authorizing all the necessary and ancillary corporate actions, including but not limited to engaging professionals and intermediaries, preparing necessary documentation for regulatory approval, obtaining regulatory approval, revising the offering and guarantee plan based on comments from regulatory authorities, representing the Company to make applications, registration, fi lings reports to and with relevant regulatory authorities in connection with the issuance and guarantee, signing all the transaction documents including but not limited to the purchase agreement and indenture and applying for the registration and listing of the Bonds;

• (v) in case that the Board and the Company’s offshore wholly-owned subsidiary have taken the abovementioned actions in connection with the issuance and guarantee, to approve, confi rm and ratify such actions;

• (vi) revising the offering and guarantee plan based on market conditions and comments from regulatory authorities, unless the Shareholders’ approval is otherwise required pursuant to relevant laws and regulations and the Articles of Association;

• (vii) making necessary disclosure as required by applicable laws and regulations; and

• (viii) representing the Company with full authority to deal with all matters in connection with the issuance of the Bonds.

The Board proposes to, subject to the approval and authorization of the Shareholders on the abovementioned matters at a general meeting, authorize the Chairman and CEO of the Company, Dr. Zhan Chunxin, and persons duly authorized by Dr. Zhan, to take actions in respect of the abovementioned matters and such other matters in connection with the issuance of the Bonds which can be authorized by the Board.

The proposed Bond issuance can be effected within 24 months after approval by Shareholders at a general meeting. The authorization will be valid from the date of the general meeting to the expiry of the validity of the Shareholders’ resolution relating to the Bond issuance or the completion of the implementation of the authorized matters (depending on whether the Bonds have been issued by then).

The validity of the proposal of Bond issuance is subject to the approval by Shareholders at the EGM by special resolution and the approval of relevant regulatory departments.

3 PROPOSAL IN RESPECT OF THE TERMINATION OF SOME OF THE INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT

In order to better control investment risk, implement the development strategy and protect the interests of the Company and its Shareholders as a whole, after careful consideration of certain of its investment projects fi nanced by proceeds from private placement, the Company proposes to terminate its investment

— 5 —

LETTER FROM THE BOARD

towards the original “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project.” Details are as follows:

(a) Amount of Proceeds Raised by the Company from Private Placement

With the approval of China Securities Regulatory Commission by Zheng Jian Xu Ke [2010] No. 97, in February 2010 the Company issued 297,954,705 RMB-denominated ordinary shares (A Shares) to 9 specifi c investors by way of private placement at the issue price of RMB18.70 per A Share, from which a total amount of RMB5,571,752,983.50 was raised. After deduction of issue related costs of RMB92,331,854.44, the net amount of proceeds was RMB5,479,421,129.06.

(b) Use of Proceeds from Private Placement

According to the Resolutions of the 2008 Annual General Meeting of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd., the proceeds raised from the abovementioned private placement is proposed to be applied to the following projects:

No. Name of Project

Investment amount (RMB ten thousands) Type of Project

• 1 Industrialization of heavy cranes

• 2 Industrialization of underground construction equipment

• 3 Construction of global fi nancial leasing system and engineering machinery re-manufacturing center

• 4 Establishment of a new platform for digital research and development, manufacturing and innovation

• 5 Industrialization of key equipment for social emergency rescue system

• 6 Upgrading of medium and large excavators

• 7 Upgrading of key hydraulic products for construction machinery

• 8 Construction of vehicles and bridges base for engineering cranes

• 9 Bulk material conveying machinery (complete set) research and development and technological innovation

• 10 Industrialization of environmentalfriendly asphalt concrete recycling equipment (complete set)

• 11 Replenishment of working capital

• 80,060.77 Project supported by the national “Eleventh Five-Year” science and technology plan

• 20,000.00 Project supported by the national “Eleventh Five-Year” science and technology plan

• 150,221.40 Building of fi nancial leasing and service system

• 30,001.45 Construction of information network system

• 55,000.00 Industrial upgrading project

• 60,680.00 Industrial upgrading project

• 30,000.00 Building of supporting capability for core components and parts

• 10,000.00 Building of supporting capability for core components and parts

• 51,211.68 Industrial upgrading project

20,000.00 Industrial upgrading project

50,000.00 Replenishment of working capital

Total

557,175.30

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LETTER FROM THE BOARD

(c) Summary Information on the Original Investment Project to be Terminated

The construction of the original “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technological Innovation Project” was planned to last 1.5 years, with a total investment of RMB512,116,800, of which RMB462,116,800 and RMB50 million shall be applied in fi xed asset investment and start-up working capital, respectively. Upon reaching full capacity, the project would produce 240 units of bulk material machinery, such as stacker reclaimers and ship loaders/unloaders, and 30 km of pipe belt conveyers and common belt conveyers. Huatai Machinery Manufacturing Co., Ltd. (which has now been renamed Zoomlion Material Handling Equipment Co., Ltd.), a subsidiary controlled by the Company, was responsible for the implementation of this project.

(d) Reasons for Termination

Since 2010, the market conditions for bulk material conveying machinery has undergone signifi cant changes, marked by a downturn in demand. The overseas market, in particular, has suffered a considerable shock, resulting in a decline in the operating performance of this line of products. In order to enhance operating performance, the Company has revised its plans in relation to the bulk material conveying machinery. Moving away from its previous full-chain operating model spanning across design, production and manufacturing and sales, the Company will now seek to outsource the production and manufacturing function by integrating external resources and forming strategic alliances with strong manufacturing players in the coastal areas and will focus its own efforts on enhancing the technological performance of its products and marketing and sales capabilities. By so doing, the Company aims to provide clients with optimal products and services and at the same time increase operating effi ciency and raise profi tability. In light of the above, the Company proposes to terminate the “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project”.

(e) Opinions of the Independent Directors and of the Board of Supervisors

The termination of “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project” by the Company is based on the actual conditions of the project and is favourable to the control of investment risks and the implementation of the development strategy of the Company, which conforms to the interests and benefi ts of the Company and all its shareholders and brings no damage to the legitimate interests of the Company and its minority shareholders. The decision-making procedure by the board of directors to terminate part of the investment projects fi nanced by proceeds from private placement is in compliance with the applicable laws and regulations in respect of the capital raising of listed companies used by China Securities Regulatory Commission and Shenzhen Stock Exchange and provisions of the Articles of Association of the Company. Thus, it is agreed that the Company may terminate the aforesaid investment projects fi nanced by proceeds from private placement and it is agreed to submit the Proposal in respect of the Termination of Some of the Investment Project Financed by Proceeds from Private Placement to the shareholders’ meeting for review and discussion.

(f) Sponsor’s Opinion from China International Capital Corporation Limited

Concerning the matter of terminating part of the investment project, it is the opinion of the Sponsor that, due to fairly signifi cant changes in the external market environment of the bulk material conveying machinery industry, this action represents the Company’s voluntary recalibration in order to adapt to the changes in the market climate. It will improve the operational quality of the Company’s business and help to keep investment risks under control, as well as raising the Company’s levels of profi t and maximizing shareholder benefi t.

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LETTER FROM THE BOARD

4 PROPOSAL IN RESPECT OF THE CHANGE IN THE USE OF PART OF THE PROCEEDS FROM PRIVATE PLACEMENT TO REPLENISH WORKING CAPITAL

In a bid to enhance utilization effi ciency of proceeds, cut fi nancing costs and maximize Shareholders interests, the Company intends to terminate the “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project” and apply all of the relevant proceeds towards replenishing the working capital of the Company.

(a) Explanation on the Replenishment of Working Capital

Pursuant to the development strategy of the Company, the Company proposes to terminate the “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project”, which was originally proposed to be fi nanced by the proceeds in the amount of RMB512,116,800 plus interest accrued in the designated account for the proceeds in the amount of RMB6,457,200, or a total of RMB518,574,000. With the sustained rapid growth of its product sales, the Company witnesses growth in its demand for capital. Thus, in order to maximize Shareholders’ interest, enhance the utilization effi ciency of the proceeds raised by the Company and cut interest expense, the Company plans to apply the full amount of the remaining proceeds of RMB518,574,000 in aggregate originally allocated to the relevant project towards replenishing of its working capital. At the prevailing bank lending rates, the Company expects to achieve a saving of approximately RMB32.8 million in fi nancing costs per year.

(b) The Company undertakes that:

• (i) when applying the proceeds towards replenishing of the working capital, the remaining proceeds will only be used for production and operations purposes pertinent to the main business of the Company; and will not be used, directly or indirectly, in connection with new share allotment or subscription, or shares and shares derivatives, convertible bonds or similar transactions;

• (ii) it will, in strict observance of the provisions of the Standardize Operational Guidelines of Shenzhen Stock Exchange Concerning Main Board Listed Companies and the Rules Concerning the Management of Raised Proceeds of the Company, effect the deposit, management and utilization of the raised proceeds properly and will promptly report to the sponsoring entity detailed information on the utilization of the remaining proceeds applied towards replenishment of working capital.

(c) Opinions of the Independent Directors and of the Board of Supervisors

The “Bulk Material Conveying Machinery (Complete Set) Research, Development and Technology Innovation Project” to be terminated by the Company has a balance of proceeds of RMB518,574,000, which is planned to be used for replenishing the working capital of the Company. The application of all relevant proceeds towards replenishing the working capital of the Company has performed all necessary decision-making procedures and is favorable to the enhancement of the utilization effi ciency of the proceeds raised and to the reduction of fi nancial expenses, which conforms to the interests and benefi ts of the Company and all its shareholders and brings no damage to the legitimate interests of the Company and its minority shareholders. Thus, it is agreed to apply the total proceeds originally allocated to the relevant project amounting to RMB518,574,000 towards replenishing of the working capital. The review and discussion procedure of the above proposal is in compliance with the applicable laws and regulations and the provisions under the Articles of Association of the Company. Thus, it is agreed to submit the Proposal in respect of the Change in the

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LETTER FROM THE BOARD

Use of Part of the Proceeds from Private Placement to Replenish Working Capital to the shareholders’ meeting for review and discussion.

(d) Sponsor’s Opinion from China International Capital Corporation Limited

Concerning the matter of perpetually using the remaining proceeds from private placement to replenish the Company’s working capital, it is the opinion of the Sponsor that, considering the demands placed on its working capital by the rapid growth of the Company, this action can provide a stable, long-term supply of funds for the Company’s main business; help to save on accounting costs; aid in the realization of the Company’s large scale business targets; maintain the Company’s competitive advantage; and help maximize shareholder benefi t.

5 EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held 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 10 to 12 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying 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 proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip 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 (for holders of H Shares) on or before Tuesday, 20 September 2011.

6 VOTING BY POLL

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the EGM will demand a poll in relation to all the resolutions proposed at the EGM in accordance with the Articles of Association.

7 RECOMMENDATION

The Board considers that all resolutions to be proposed at the EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions 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 26 August 2011

• For identifi cation purpose only

— 9 —

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN by the Board of Directors that the Extraordinary General Meeting of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. (the “ Company* ”) will be held 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, to consider and, if thought fi t, pass the following resolutions:

Special Resolution:

• 1 To consider and approve the issuance of U.S. dollar-denominated bonds of a principal amount not exceeding US$1.5 billion in the overseas markets by the Company through its offshore wholly-owned subsidiary within 24 months from the date of the EGM, and to authorize the Board of the Company, persons authorized by the Board and the Company’s offshore whollyowned subsidiary, to deal with all necessary matters in connection with the issuance of the Bonds (Note 1).

Ordinary Resolutions:

• 2 To consider and approve the proposal in respect of the termination of some of the investment projects fi nanced by proceeds from private placement (Note 2).

• 3 To consider and approve the proposal in respect of the change in the use of part of the proceeds from private placement to replenish working capital (Note 3).

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

ZHAN Chunxin

Chairman

Changsha, the PRC 26 August 2011

• For identifi cation purpose only

— 10 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Details of the above special resolution are set out in the section headed “Proposal of Bond Issuance” in the Letter from the Board in the shareholders’ circular (“ Circular ”) of the Company dated 26 August 2011. Unless otherwise defi ned in this notice, capitalised terms used in this notice shall have the same meanings as those defi ned in the Circular.

2. Details of the above ordinary resolution are set out in the section headed “Proposal in respect of the Termination of Some of the Investment Projects Financed by Proceeds from Private Placement” in the Letter from the Board in the Circular. Unless otherwise defi ned in this notice, capitalished terms used in this notice shall have the same meanings as those defi ned in the Circular.

3. Details of the above ordinary resolution are set out in the section headed “Proposal in respect of the Change in the Use of Part of the Proceeds from Private Placement to Replnish Working Capital” in the Letter from the Board in the Circular. Unless otherwise defi ned in this notice, capitalished terms used in this notice shall have the same meanings as those defi ned in the Circular.

4. Eligibility for Attending the EGM and closure of H Share register of members

The H Share register of members of the Company will be closed, for the purpose of determining entitlement of the holders of H Shares to attend the EGM, from Saturday, 10 September 2011 to Tuesday, 11 October 2011 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant Share certifi cates, are lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at shops 1712–1716, 17th Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 9 September 2011.

1. Proxy

2. (a) Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a Shareholder of the Company.

3. (b) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

4. (c) To be valid, for holders of H Shares, the proxy form and notarized power of attorney or other document of authorization must be delivered 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, not less than 24 hours before the time appointed for the EGM (proxy form for use at the EGM is attached herewith). If a Shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Registration procedures for attending the EGM

2. (a) A Shareholder or his proxy should produce proof of identity when attending the EGM. If a Shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such person to attend the meeting.

3. (b) Shareholders of the Company intending to attend the EGM in person or by their proxies should complete and return the reply slip for attending the EGM 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 (for holders of H Shares) on or before Tuesday, 20 September 2011.

4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the EGM will demand a poll in relation to all the resolutions proposed at the EGM in accordance with the Articles of Association.

8. Miscellaneous

• (a) The EGM is expected to last for no more than half a day. Shareholders (or their proxies) attending the meeting are responsible for their own transportation and accommodation expenses.

• (b) The address of Computershare Hong Kong Investor Services Limited is: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The registered offi ce of the Company is: No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC. Telephone: (86 731) 88923908. Fax: (86 731) 88923904. Email: 157@zoomlion.com.

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