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

Apr 17, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of H shares (“ H Shares ”) of Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd. (the “ Company ”) will 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 by way of physical meeting for the purpose of passing the following resolution:

SPECIAL RESOLUTION

1. To consider and approve the profi t distribution plan of the Company for the year 2010:

   • (1) To consider and approve fi nal dividend in the amount of RMB0.26 per share (inclusive of tax) be declared and distributed on the basis of the total share capital of the Company as at 28 March 2011, the aggregate amount of which is approximately RMB1,541 million;

   • (2) To consider and approve the stock split in the form of bonus shares on the basis of 0.3 share for every outstanding ordinary share. The par value of new ordinary shares to be issued of RMB1,778 million will be charged to capital reserve. The capitalization from capital reserve will be based on the total share capital of the Company of 5,927,656,962 shares as at 28 March 2011 and the share capital will be increased by a total of 1,778,297,089 shares. Fractional entitlements arising from the capitalisation of capital reserves shall be dealt with in accordance with relevant rules of the stock exchange and the clearing house of the place where the shares of the Company are listed. As a result, the actual amount of share capital increased and the actual number of shares created in aggregate after implementation of the proposed capitalization from capital reserves might be slightly different from the aforesaid estimates; and

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• (3) To authorize Dr. Zhan Chunxin, the Chairman, and his authorized representative to make relevant amendments to the Articles of Association of the Company as he thinks necessary and expedient and complete all relevant procedures upon the request of regulatory authority when the Articles of Association are submitted to regulatory authority for approval.

Note: The English version of this notice is an unoffi cial translation and is for reference only. In case of inconsistency between the English and Chinese versions, the Chinese version shall prevail.

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

Changsha, the PRC, 18 April 2011

As at the date of this announcement, the executive directors of the Company are Dr. Zhan Chunxin and Mr. Liu Quan; the nonexecutive director is Mr. Qiu Zhongwei; and the independent non-executive directors are Mr. Liu Changkun, Dr. Qian Shizheng, Mr. Wang Zhile and Mr. Lian Weizeng.

• For identifi cation purpose only

Notes:

(1) Eligibility for Attending the H Shares Class Meeting 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 H Share shareholders’ entitlement to attend the H Shares Class Meeting, from Wednesday, 4 May 2011 to Friday, 3 June 2011 (both days inclusive), during which period no transfer of shares will be registered. In order to attend the H Shares Class Meeting, H Share shareholders 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, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 May 2011.

(2) Recommendation of fi nal dividend and bonus shares, withholding and payment of corporate income tax for nonresident enterprise shareholders, and closure of H Share register of members

The Company intends to distribute a fi nal dividend of RMB0.26 per share (inclusive of tax) amounting to approximately RMB1,541 million, and a stock split in the form of bonus shares on the basis of 0.3 share for every outstanding ordinary share based on a total share capital of 5,927,656,962. If the dividend and bonus shares are declared to be distributed upon the approval of Special Resolution No. 1 by the shareholders at the H Shares Class Meeting, the fi nal dividend and bonus shares are expected to be paid and issued on or about Wednesday, 27 July 2011 to the H Share shareholders whose names appear on the H Share register of members of the Company at the close of business on Tuesday, 21 June 2011.

According to the Law on Corporate Income Tax of the People’s Republic of China and its implementing rules which came into effect on 1 January 2008 and other relevant rules, the Company is required to withhold 10% corporate income tax before distributing the 2010 dividend to non-resident enterprise shareholders as appearing on the H Share register of members of the Company. Any shares registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by nonresident enterprise shareholders and therefore will be subject to the withholding of the corporate income tax. Cash dividend payable to H Share non-resident enterprises after the deduction of the said corporate income tax is RMB0.234 per share (for reference only). Cash dividend payable to the shareholders of H Shares will be paid in Hong Kong dollars.

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The H Share register of members of the Company will be closed from Wednesday, 22 June 2011 to Monday, 27 June 2011 (both days inclusive) for the purpose of determining H Share shareholder’s entitlement to the dividend and bonus shares, during which period no transfer of shares will be registered. In order to be entitled to the dividend and bonus shares, H Share shareholders should ensure that all transfer documents, accompanied by the relevant share certifi cates are lodged by the holder of H shares 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, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 21 June 2011.

(3) Proxy

• (a) Each shareholder entitled to attend and vote at the H Shares Class Meeting 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.

• (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.

• (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, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the H Shares Class Meeting (proxy form for use at the H Shares Class Meeting is attached herewith). If a shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

(4) Registration procedures for attending the H Shares Class Meeting

• (a) A shareholder or his proxy should produce proof of identity when attending the H Shares Class Meeting. 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 H Shares Class Meeting 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.

• (b) Shareholders of the Company intending to attend the H Shares Class Meeting in person or by their proxies should complete and return the reply slip for attending the H Shares Class Meeting to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Friday, 13 May 2011.

(5) 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 H Shares Class Meeting will demand a poll in relation to all the proposed resolutions at the Annual General Meeting in accordance with Articles of Association.

(6) Miscellaneous

• (a) The H Shares Class Meeting 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.

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