Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2012

Jul 13, 2012

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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Zoomlion Heavy Industry Science and Technology Co., Ltd. * 中聯重科股份有限公司

(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 Zoomlion Heavy Industry Science and Technology 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 Thursday, 30 August 2012, to consider and, if thought fi t, pass the following resolution:

Special Resolution

• 1 To consider, and if thought fi t, approve the following resolution as a special resolution:

“THAT the amendment to the Articles of Association of the Company as set out below be hereby approved, with effect from the date of passing this resolution: (Note 1) .

	Before amendment	After amendment
Article 228	The Company shall implement the followings in strict compliance with the relevant requirements of the Decision concerning Revisions to Certain Regulations on Cash Dividends of Listed Companies (《關於修 改上市公司現金分紅若干規定 的決定》) approved and issued by CSRC: (1) Prof t distribution of the Company shall focus on providing reasonable investment return to investors. (2) Dividends can be paid by way of cash or shares.	Prof t distribution policy of the Company: (1) Prof t distribution of the Company shall provide reasonable investment return to investors while safeguarding the legal interest of investors as a whole and maintaining the sustainability of the Company. The prof t distribution policy of the Company shall be sustainable and stable.

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Before amendment

After amendment

	Before amendment	Before amendment	After amendment
		(3) If the board of directors does not make a cash dividends distribution proposal, the reasons shall be disclosed in regular reports and the independent directors shall issue independent opinion on this issue. If the Company fails to distribute prof t in cash in the past three years, the Company may not issue new shares or convertible bonds or place shares to the existing shareholders. (4) Upon occurrence of any illegal appropriation of the Company’s funds by shareholders, the Company shall deduct the cash dividend payable to such shareholders to make up for the funds appropriated by such shareholders.	(2) Dividends can be paid by way of cash, shares or a combination of cash and shares. The Company may make interim and annual prof t distribution. The Company shall make cash distribution if the prof t for the current year and accumulative retained prof t are positive and it has no major investment plan or signif cant cash expenditure. The total prof t distributed in cash in the past three years shall not be less than 30% of the average annual distributable prof t of the past three years. According to the prof t and liquidity of the Company, the Company may distribute dividend in shares, provided that a minimum cash dividend has been made and that the capital size and structure shall not be adversely affected. (3) The prof t distribution of the Company shall be proposed by the board of directors in accordance with these articles and the operating condition of the Company. The board of directors shall carefully consider the views of independent directors and supervisors when determining the prof t distribution proposal. The prof t distribution proposal shall provide continuous, stable and reasonable return to all shareholders. The independent directors shall give their independent views on the prof t distribution proposal at board meeting before it is put for approval at general meeting. When specif c proposals for distributing cash dividends are considered at the general meeting, different channels including but not limited to mail, fax, telephone and inviting the medium and minority shareholders to attend the meeting should be used to communicate and interact with shareholders, in particular, the medium and minority shareholders, and their opinions and requests should be fully heard, and their concern addressed in a timely manner.

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	Before amendment	After amendment
		(4) If the Company does not propose the cash distribution of prof ts for the year, it shall explain the reasons and the proposed applications of the funds in annual report. The independent directors shall give their independent views on the proposed applications of the prof ts at board meeting before such proposal is submitted to the general meeting for approval. (5) If the production and operation of the Company is seriously affected by war, natural disasters and other force majeure or the operation of the Company has signif cant changes, the Company may change its prof t distribution policy. The independent views of independent directors shall be sought before the proposed changes in the prof t distribution policy are submitted by the Board to the general meeting for consideration. The proposed changes shall be passed by no less than two-thirds of the voting rights held by the shareholders present at the general meeting. (6) Upon occurrence of any illegal appropriation of the Company’s funds by shareholders, the Company shall deduct the cash dividend payable to such shareholders to make up for the funds appropriated by such shareholders. (7) The Company shall strictly comply with the relevant requirements to disclose details of the formulation, execution and other conditions of the Cash Dividend Policy in regular reports.

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	Before amendment	After amendment
Article 156	The chairman of the board of directors shall exercise the following duties: (1) to preside over general meetings and to convene and preside over meetings of the board of directors; (2) to supervise and check on the implementation of resolutions passed at the meeting of the board of directors; (3) during the adjournment of board meeting, and pursuant to the authority conferred by the board of directors, to decide on any matter about investment with an amount not exceeding 5% of the net assets of the Company as at the end of the previous accounting year as well as any proposal for asset disposal with an amount not exceeding 5% of the net assets of the Company as at the end of the previous accounting year; (4) t o s i g n i m p o r t a n t documents of the board of directors and other documents that shall be signed by the legal representative of the Company;	The chairman of the board of directors shall exercise the following duties: (1) to preside over general meetings and to convene and preside over meetings of the board of directors; (2) to supervise and check on the implementation of resolutions passed at the meeting of the board of directors; (3) during the adjournment of board meeting, and pursuant to the authority conferred by the board of directors, to decide on any matter about investment with an amount not exceeding 5% of the net assets of the Company as at the end of the previous accounting year as well as any proposal for asset disposal with an amount not exceeding 5% of the net assets of the Company as at the end of the previous accounting year; (4) to sign important documents of the board of directors and other documents that shall be signed by the legal representative of the Company; (5) to exercise the authorities of legal representatives; (6) to nominate any candidate for the position of general manager to the board of directors for discussion and voting; (7) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers in compliance with legal requirements and in the interests of the Company with regard to affairs of the Company and provide post- event reports to the board of directors and the shareholders’ general meeting;

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	Before amendment	After amendment
	(5) to exercise the authorities of legal representatives; (6) to nominate any candidate for the position of general manager to the board of directors for discussion and voting; (7) in case of emergency circumstances of force majeure events such as extraordinary natural disasters, to exercise special disposal powers in compliance with legal requirements and in the interests of the Company with regard to affairs of the Company and provide post-event reports to the board of directors and the shareholders’ general meeting; (8) to exercise other duties and powers conferred by the board of directors.	(8) to determine the establishment, alteration and cancellation of the Company’s branches (including but not limited to subsidiaries and off ces) according to the business development requirements of the Company; (9) to exercise other duties and powers conferred by the board of directors.

(The above is the English translation of the Chinese version of the proposed amendment to the Articles of Association. Should there be any inconsistencies between the English version and the Chinese version, the Chinese version shall prevail.)

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

Changsha, the PRC 14 July 2012

As at the date of this notice, the executive directors of the Company are Dr. Zhan Chunxin and Mr. Liu Quan; the non-executive 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.

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Notes:

1. Details of the above special resolution are set out in the section headed “Proposed amendments to the articles of association” in the Letter from the Board in the shareholders’ circular (“Circular”) of the Company dated 14 July 2012. 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. 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 Wednesday, 1 August 2012 to Thursday, 30 August 2012 (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, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 31 July 2012.

3. Proxy

• (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.

• (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 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.

4. Registration procedures for attending the EGM

• (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.

• (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, Wan Chai, Hong Kong (for holders of H Shares) on or before Friday, 10 August 2012.

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 EGM will demand a poll in relation to all the resolution proposed at the EGM in accordance with the Articles of Association.

6. 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, Wan Chai, 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.

• For identifi cation purpose only

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