Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2015

May 14, 2015

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 however 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 Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 3:30 p.m. on Monday, 29 June 2015 by way of physical meeting for the purpose of passing the following resolution:

SPECIAL RESOLUTION

1. To consider and approve the amendments to the provisions regarding voting at and resolutions of general meetings in the Articles of Association of the Company.

2. The Board be and is hereby granted, during the Relevant Period (as defined in paragraph (c) below), a general mandate to repurchase H Shares:

“ THAT :

• (a) repurchase of H Shares will not exceed 10% of the total number of H Shares in issue at the date of passing of this resolution at annual general meeting and the relevant resolutions are passed at class meetings of shareholders and the repurchase of H Shares will be at a repurchase price of lower than 105% of the average closing price of the H Shares for the five preceding trading days on which the H Shares were traded on the Stock Exchange;

• (b) the Board be authorized to (including but not limited to the following):

  • (i) determine the timing, the number of H Shares to be repurchased and the price and duration of the repurchase;

  • (ii) open an offshore stock account and deal with the relevant registration of changes in foreign exchange;

  • (iii) deal with such relevant approval formalities as may be required by the relevant regulatory authorities and the place of listing of the Company, and make the necessary filings with the relevant regulatory authorities; and

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• (iv) cancel the H Shares so repurchased, and to execute and deal with any relevant documents and matters in connection with the said share repurchase.

• (c) For the purpose of this special resolution, “Relevant Period” means the period from the pasting of this special resolution until the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiry of a period of 12 months following the passing of the relevant special resolution by the Shareholders at the AGM; or

  • (iii) the date on which the authority given under the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting of Shareholders.”

Note: The English version of this announcement is an unofficial 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, 14 May 2015

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 Dr. Qian Shizheng, Mr. Wang Zhile and Mr. Lian Weizeng.

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 Share shareholders’ entitlement to attend and vote at the H Shares Class Meeting, from Saturday, 30 May 2015 to Monday, 29 June 2015 (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 certificates, 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 Friday, 29 May 2015.

(2) Recommendation of final 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 final dividend of RMB0.05 per share (inclusive of tax), amounting to in aggregate approximately RMB385 million. If the dividend are declared to be distributed upon the approval of ordinary resolution No.6 by the shareholders in Annual General Meeting, the final dividend is expected to be paid and issued on or about Friday, 7 August 2015 to the H Share shareholders whose names appear on the H Share register of members of the Company at the close of business on Thursday, 9 July 2015.

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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 2014 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 RMB0.045 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 Saturday, 4 July 2015 to Thursday, 9 July 2015 (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 certificates 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 Friday, 3 July 2015.

(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 Share 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 Annual General 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 Annual General 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 Tuesday, 9 June 2015.

(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 Annual General Meeting in accordance with the Articles of Association.

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(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 office of the Company is: No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC. Telephone: (86 731) 88788432. Fax: (86 731) 85651157. Email: 157@zoomlion.com.

• (d) Unless otherwise defined in this notice, capitalised terms used in this notice shall have the same meanings as those defined in the H Shares Class Meeting circular.

• For identification purpose only

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