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

Jul 13, 2012

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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)

PROXY FROM FOR THE EXTRAORDINARY GENERAL 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 capital of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (the “ Company ”) hereby appoint the Chairman of the meeting or[(Note 4)] of (Address) (Note 4)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (“ EGM ”) of the Company 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 Thursday, 30 August 2012 or any adjournment thereof as hereunder indicated in respect of the resolution set out in the Notice of Extraordinary General Meeting, and, if no such (Note 5) indication is given, as my/our proxy thinks fi t .

	Special Resolution	Special Resolution	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	1.	To consider and approve the resolution relating to theamendment to the Articles of Association

Date:

2012 Signature of Shareholder[(Note 6)] :

* 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. 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 EGM 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 from voting, 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 EGM 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 “Abstain”. 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 “Abstain”.

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, Wan Chai, Hong Kong not less than 24 hours before the time fi xed for holding the EGM.

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 holder(s) of H Shares or proxies to attend the EGM.

10. Please refer to the circular of the Company dated 14 July 2012 for the details of the resolution to be proposed at the EGM for consideration and approval.