Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2014

May 8, 2014

The 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 H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of H shares (“ H Shares ”) Zoomlion Heavy Industry Science and Technology 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 3:30 p.m. on Friday, 27 June 2014 by way of physical meeting for the purpose of passing the following resolution:

SPECIAL RESOLUTION

1. To consider and approve the change of profi t distribution policy of the Company and the amendments to the Articles of Association as a result of the change of profi t distribution policy of the Company.

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 Zoomlion Heavy Industry Science and Technology Co., Ltd. Zhan Chunxin* Chairman

Changsha, the PRC, 9 May 2014

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.

• For identifi cation purpose only

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Notes:

(1) Eligibility for Attending the H Shares Class Meeting and closure of H Shares register of members

The H Share register of members of the Company will be closed for the purpose of determining H shareholders’ entitlement to attend and vote at the H Shares Class Meeting, from Wednesday, 28 May 2014 to Friday, 27 June 2014 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at 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, 27 May 2014.

(2) Recommendation of fi nal dividend distribution, withholding and payment of corporate income tax for non-resident enterprise shareholders, and closure of H Share register of members

The Company intends to distribute a fi nal dividend of RMB0.15 per share (inclusive of tax), amounting to in aggregate approximately RMB1,156 million. If the dividend are declared to be distributed upon the approval of ordinary resolution No. 4 by the shareholders in Annual General Meeting, the fi nal dividend is expected to be paid and issued on or about Friday, 8 August 2014 to the H Share shareholders whose names appear on the H Share register of members of the Company at the close of business on Wednesday, 9 July 2014.

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 2013 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 shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the corporate income tax. Cash dividend payable to H Share non-resident enterprises shareholders after the deduction of the said corporate income tax is RMB0.135 per share (for reference only). Cash dividend payable to the H Share shareholders will be paid in Hong Kong dollars. The Company assumes no responsibility and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any dispute over the mechanism of withholding. Shareholders are recommended to consult their taxation advisors regarding their holding and disposing of H shares of the Company for the PRC, Hong Kong and other tax effects involved.

The H Share register of members of the Company will be closed from Friday, 4 July 2014 to Wednesday, 9 July 2014 (both days inclusive) for the purpose of determining H Share shareholder’s entitlement to the dividend, during which period no transfer of shares will be registered. In order to be entitled to the dividend, 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 Thursday, 3 July 2014.

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(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 authorization document must be notarized.

• (c) To be valid, for H shareholders, the proxy form and notarized power of attorney or other authorization document 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 entity, 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 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) on or before Friday, 6 June 2014.

(5) Voting by poll

According to Rule 13.39(4) of the Listing Rules in Hong Kong, 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 H Shares Class Meeting in accordance with the 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 in person 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.

• (d) Unless otherwise defi ned in this notice, capitalised terms used in this notice shall have the same meanings as those defi ned in the Annual General Meeting circular.

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