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

Apr 17, 2011

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)

PROXY FORM FOR H SHARES CLASS MEETING

Number of H shares to which this proxy form relates (Note 1)

(Note 2) I/We : Address: , being the registered holder(s) of (Note 3) H shares of RMB1.00 each in the share capital of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. (the “ Company ”) hereby (Note 4) appoint the Chairman of the meeting or of (Address) (Note 4) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the H Shares Class Meeting (“ Meeting ”) of the Company to be held at Multi-function Conference Room, Company Offi ce Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 10:30 a.m. on Friday, 3 June 2011 and any adjournment thereof as hereunder indicated in respect of the (Note 5) resolutions set out in the Notice of H Shares Class Meeting, and, if no such indications is given, as my/our proxy thinks fi t .

	Special Resolutions	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the prof t distribution plan of the Companyfor the year 2010:
	(1)To consider and approve f nal dividend in the amount ofRMB0.26 per share (inclusive of tax) be declared anddistributed on the basis of the total share capital of theCompany as at 28 March 2011, the aggregate amount ofwhich is approximately RMB1,541 million;
	(2)To consider and approve the stock split in the form ofbonus shares on the basis of 0.3 share for every outstandingordinary share. The par value of new ordinary shares tobe issued of RMB1,778 million will be charged to capitalreserve. The capitalization from capital reserve will be basedon the total share capital of the Company of 5,927,656,962shares as at 28 March 2011 and the share capital will beincreased by a total of 1,778,297,089 shares. Fractionalentitlements arising from the capitalisation of capital reserveshall be dealt with in accordance with relevant rules of thestock exchange and the clearing house of the place wherethe shares of the Company are listed. As a result, the actualamount of share capital increased and the actual numberof shares created in aggregate after implementation of theproposed capitalization from capital reserves might beslightly different from the aforesaid estimates; and
	(3)To authorize Dr. Zhan Chunxin, the Chairman, and hisauthorized representative to make relevant amendmentsto the Articles of Association of the Company as hethinks necessary and expedient and complete all relevantprocedures upon the request of regulatory authority when theArticles of Association are submitted to regulatory authorityfor approval.

Date:

(Note 6) Signature :

2011

* For identifi cation purpose only

Notes:

1. Please insert the number of H shares registered in your name(s) to which this proxy form relates and delete as appropriate. This proxy form will be deemed to relate to such number of shares inserted. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in block letters .

3. Please insert the number of shares registered in your name(s).

4. If any proxy other than the chairman of the meeting is preferred, delete the words “ the Chairman of the Meeting or ” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. The appointed proxy need not be a shareholder of the Company, provided that the proxy shall attend the Meeting in person on behalf of the shareholder. In the event that a shareholder appoints more than one proxy to attend the meeting, such proxies may only exercise their voting rights in a poll. Any alteration made to this proxy form must be duly initiated by the person who signs it .

5. Important: if you wish to vote for any resolution, please tick in the box marked “ For ”. If you wish to vote against any resolution, please tick in the box marked “ Against ”. If you wish to abstain for vote, please tick in the box marked “ Abstain ”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the meeting. You should give your direction as any one of the following: “For”, “Against” or “Abstained”. Any vote which is not fi lled or fi lled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you, and the corresponding vote will be counted as “Abstained”.

6. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of the holder of H shares being a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this proxy form is signed by an attorney duly authorized in writing by the holder of H shares, the power of attorney or other authority under which it is signed must be notarized.

7. To be valid, this proxy form together with the power of attorney or other authorization document (if any) 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 fi xed for holding the Meeting.

8. In the case of joint holders of any H share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person, whose name stands fi rst on the register of members of the Company in respect of such share shall be accepted.

9. Document of evidence must be shown by H shareholder(s) or proxies to attend the Meeting.