THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your H shares in Zoomlion Heavy Industry Science and Technology Co., Ltd.*, you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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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)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES (3) PROPOSED ISSUE OF SUPER SHORT-TERM NOTES

(4) PROPOSED DIVIDENDS (5) PROPOSAL OF CHANGE IN THE USE OF PART OF THE PROCEEDS FROM THE PRIVATE PLACEMENT

(6) APPLICATION FOR CREDIT FACILITIES TO BANKS

(7) AUTHORIZATION TO CERTAIN SUBSIDIARIES TO APPLY FOR CREDIT FACILITIES

(8) PROVISION OF GUARANTEE TO THE SUBSIDIARIES OF THE COMPANY

(9) CARRYING OUT OF LOW RISK INVESTMENT AND FINANCIAL MANAGEMENT (10) DEVELOPMENT OF FINANCIAL DERIVATIVES BUSINESS (11) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’ MEETINGS

AND

(12) NOTICES OF ANNUAL GENERAL MEETING AND H SHARES CLASS MEETING

A notice convening the Annual General Meeting of Zoomlion Heavy Industry Science and Technology Co., Ltd. to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC on Monday, 29 June 2015 at 2:00 p.m. is set out on pages 27 to 33 of this circular. The notice convening the H Shares Class Meeting at 3:30 p.m. on Monday, 29 June 2015 of the Company to be held at Multifunction Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC, are set out on pages 34 to 37 of this circular.

Whether or not you are able to attend the Annual General Meeting and/or H Shares Class Meeting, you are advised to read the notice of the Annual General Meeting and H Shares Class Meeting and to complete and return the enclosed proxy forms, in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned 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 in person or by post not less than 24 hours before the time stipulated for convening the Annual General Meeting and/or H Shares Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting at the Annual General Meeting and/or H Shares Class Meeting or at any adjourned meeting if you so wish.

If you intend to attend the Annual General Meeting and/or H Shares Class Meeting in person or by proxy, you are required to complete and return the respective reply slip(s) 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.

For identification purpose only

14 May 2015

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Amendments to the Articles of Association. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed General Mandate to Repurchase H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Proposed Issue of Super Short-term Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Proposed Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Re-appointment of International Auditor and Domestic Auditor . . . . . . . . . . . . . . . . . . . . .	10
7.	Proposal of Change in the Use of Part of the Proceeds from the Private Placement. . . . . . .	10
8.	Application for Credit Facilities to Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
9.	Authorization to Certain Subsidiaries to Apply for Credit Facilities . . . . . . . . . . . . . . . . . .	15
10.	Provision of Guarantee to the Subsidiaries of the Company . . . . . . . . . . . . . . . . . . . . . . . . .	15
11.	Carrying out of Low Risk Investment and Financial Management . . . . . . . . . . . . . . . . . . . .	16
12.	Development of Financial Derivatives Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
13.	Proposed Amendments to the Procedural Rules For Shareholders’ Meetings. . . . . . . . . . . .	20
14.	Annual General Meeting and H Shares Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
15.	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
16.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Appendix I Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24
Notice of	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Notice of	H Shares Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM” or “Annual General Meeting” the annual general meeting of the Company to be held at Multifunction Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 2:00 p.m. on Monday, 29 June 2015
“Announcement” Company’s announcement dated 27 March 2015 in relation to the (1) proposed amendments to the Articles (2) proposed general mandate to repurchase H Shares and (3) proposed issue of Super Short-term Notes
“Articles” the articles of association of the Company, as amended from time to time
“A Share(s)” domestic share(s) of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange and traded in RMB
“A Shares Class Meeting” the class meeting of the A Shareholders to be convened at 3:00 p.m. on Monday, 29 June 2015 for the purposes of considering and approving, among other matters, the proposed amendments to the Articles and the Repurchase Mandate
“A Shareholder(s)” Holder(s) of the A Share(s)
“Board” or “Board of Directors” the board of Directors of the Company
“Supervisory Board” the Supervisory Board of the Company

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC “Class Meetings” the A Shares Class Meeting and the H Shares Class Meeting to be held on Monday, 29 June 2015 for the purposes of considering and approving, among other things, the amendments to the Articles and the Repurchase Mandate

“Company” 中聯重科股份有限公司 (Zoomlion Heavy Industry Science and Technology Co., Ltd.*), a joint stock company incorporated in the PRC with limited liability

“Company Law” Company Law of the PRC (中華人民共和國公司法), as adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress of the PRC on 29 December 1993, effective from 1 July 1994, as amended, supplemented or otherwise modified from time to time

“Director(s)”

director(s) of the Company

For identification purpose only

— 1 —

DEFINITIONS

“Dividends” proposed final dividend of RMB0.05 (inclusive of tax) payable in cash for every outstanding Shares on the basis of the total share capital of 7,705,954,050 Shares of the Company for the year ended 31 December 2014 “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “H Share(s)” overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars “H Shares Class Meeting” the class meeting of the H Shareholders to be convened at 3:30 p.m. on Monday, 29 June 2015, for the purposes of considering and approving, among other matters, the proposed amendments to the Articles and the Repurchase Mandate “H Shareholders(s)” holder(s) of the H Shares “H Share Record Date” Thursday, 9 July 2015, the time determined by the Board for determining the H Shareholders’ entitlements to the Dividends “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Independent Director(s)” or independent non-executive Director(s) of the Company “Independent Non-executive Director(s)” “Latest Practicable Date” 8 May 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Private Placement” the issue of 297,954,705 A Shares to nine specific investors by way of private placement at the issue price of RMB18.70 per A Share on 28 January 2010 “PRC” or “China” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC, and Taiwan region

— 2 —

DEFINITIONS

“Repurchase Mandate” subject to the conditions set out in the proposed resolution(s) approving the repurchase mandate at the AGM and Class Meetings, the general mandate to be granted to the Board to exercise the power of the Company to repurchase H Shares, pursuant to which the H Shares to be repurchased shall not exceed 10% of the total number of H Shares in issue as at the date of passing of the relevant resolution(s) at the AGM and Class Meetings “RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Share(s) and H Share(s), or the context requires, either of them “Shareholder(s)” holder(s) of the Shares “Shenzhen Stock Exchange” Shenzhen Stock Exchange “Super Short-term Notes” super and short-term notes in principal amount of up to RMB5 billion proposed to be issued by the Company “Supervisor(s)” supervisor(s) of the Company “Takeovers Code” the Code on Takeovers and Mergers and Share Repurchases, as amended from time to time

— 3 —

LETTER FROM THE BOARD

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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)

Members of the Board

Chairman and Executive Director: Dr. ZHAN Chunxin

Registered Office

No. 361, Yin Pen South Road, Changsha City, Hunan Province, The PRC

Executive Director: Mr. LIU Quan

Non-executive Director:

Mr. QIU Zhongwei

Independent Non-executive Directors:

Dr. QIAN Shizheng Mr. WANG Zhile Mr. LIAN Weizeng

Dear Shareholders,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES

(3) PROPOSED ISSUE OF SUPER SHORT-TERM NOTES

(4) PROPOSED DIVIDENDS

(5) PROPOSAL OF CHANGE IN THE USE OF PART OF THE PROCEEDS FROM THE PRIVATE PLACEMENT

(6) APPLICATION FOR CREDIT FACILITIES TO BANKS

(7) AUTHORIZATION TO CERTAIN SUBSIDIARIES TO APPLY FOR CREDIT FACILITIES

(8) PROVISION OF GUARANTEE TO THE SUBSIDIARIES OF THE COMPANY

(9) CARRYING OUT OF LOW RISK INVESTMENT AND FINANCIAL MANAGEMENT (10) DEVELOPMENT OF FINANCIAL DERIVATIVES BUSINESS

(11) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’ MEETINGS

AND

(12) NOTICES OF ANNUAL GENERAL MEETING AND H SHARES CLASS MEETING

1. INTRODUCTION

The purpose of this circular, to which this letter forms a part of, is to give you notices of the AGM and the H Shares Class Meeting and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM and the H Shares Class Meeting.

For identification purpose only

— 4 —

LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to consider and approve, among others, (1) the report of the Board of Directors of the Company for the year 2014; (2) the report of the Supervisory Board of the Company for the year 2014; (3) the report of settlement accounts of the Company for the year 2014; (4) the full text and the summary of the annual report of A shares of the Company for the year 2014; (5) the annual report of H shares of the Company for the year 2014; (6) the profit distribution plan of the Company for the year 2014; (7) the re-appointment of the Company’s international and domestic auditors for the year 2015; (8) the proposal of change in the use of part of the proceeds from the Private Placement; (9) the application by the Company to the relevant banks for credit facilities and financing with credit limit not exceeding RMB120 billion; (10) the authorization of Zoomlion Finance and Leasing (China) Co., Ltd. to apply for finance with maximum limit of RMB3.0 billion relating to its finance leasing business; (11) the authorization of Zoomlion Finance and Leasing (Beijing) Co., Ltd. to apply for finance with maximum limit of RMB6.0 billion relating to its finance leasing business; (12) the proposed provision of a guarantee with maximum limit of RMB4.5 billion by the Company for 16 subsidiaries; (13) the carrying out of low risk investment and financial management by the Company with maximum investment amount of RMB4 billion; (14) development of financial derivatives business by the Company with a principal of not more than RMB13 billion; and (15) the proposed amendments to the Procedural Rules for Shareholders’ Meetings of the Company.

At the AGM, special resolutions will be proposed to consider and approve, among others, (1) the proposed amendments to the Articles; (2) the proposed general mandate to repurchase H shares; and (3) the proposed issue of Super Short-term Notes. The notice of AGM is set out in pages 27 to 33 of this circular.

At the H Shares Class Meeting, a special resolution will be proposed to consider and approve the proposed amendments to the Articles and the Repurchase Mandate. The notice of the H Shares Class Meeting is set out in pages 34 to 37 of this circular.

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the Announcement. Pursuant to the requirements of the “Rules for the Shareholders’ Meetings of Listed Companies (as amended in 2014)” (《上市公司股東大會規則（2014年修訂）》) and the “Guidelines for the Articles of Association of Listed Companies (as amended in 2014)” 《上市公司章程指引（( 2014年修訂）》) of China Securities Regulatory Commission (together, the “ PRC Regulations ”), the Board has proposed to amend the provisions regarding voting at and resolutions of general meetings in the Articles. In this connection, the Board has proposed amendments to the provisions regarding voting at and resolutions of general meetings in the Articles for approval by way of a special resolution at the AGM and the Class Meetings (the “ Amendments to the Articles ”).

— 5 —

LETTER FROM THE BOARD

The Board proposed to amend the provisions regarding voting at and resolutions of general meetings in the Articles as follows.

	Before amendment	After amendment
Article 106	A shareholder shall be entitled to one vote for every share with voting right he holds when voting in person or by proxy. Shares held by the Company shall not carry any voting rights and shall not be counted into the total shares with voting rights represented by shareholders attending the general meeting. The board of directors, independent directors and shareholders who satisfy relevant provisions may solicit the voting rights of other shareholders. No consideration shall be paid for the solicitation of voting rights and sufficient information shall be provided to the relevant shareholders granting the proxy.	A shareholder shall be entitled to one vote for every share with voting right he holds when voting in person or by proxy. Shares held by the Company shall not carry any voting rights and shall not be counted into the total shares with voting rights represented by shareholders attending the general meeting. The board of directors, independent directors and shareholders who satisfy relevant provisions may publicly solicit the voting rights of other shareholders. In soliciting voting rights of shareholders,
		information such as specific voting
		intention shall be sufficiently disclosed to
		the shareholders from whom voting rights
		are being solicited. Solicitation of voting
		rights at any consideration, whether in
		direct or indirect form, is prohibited. The
		Company may not propose any minimum
		shareholding restriction on the solicitation
		of voting rights.
Article 109	The Company may facilitate the shareholders to attend a general meeting through various ways and means including an on-line voting platform using modern information technology provided that the lawfulness and validity of the general meetingcan be ensured.	The Company may facilitate the shareholders to attend a general meeting through various ways and meansand by providing an on-line voting platform using modern information technology provided that the lawfulness and validity of the general meetingcan be ensured.
Article 125	The resolution of the general meeting shall be announced in a timely manner. The announcement shall set out the number of shareholders and proxies attending the meeting, the total number of shares held and its percentage to the total number of voting shares of the Company, the voting method, the voting result of each resolution and the details of each of the resolutions passed.	Adding one paragraph after the first paragraph of existing Article 125 Where material matters affecting the
		interests of small-to-medium sized
		investors are being considered at a
		shareholders’general meeting, each vote
		cast by the small-to-medium sized investors
		shall be counted separately. Results of votes
		counted separately shall be disclosed in a
		timely manner.

— 6 —

LETTER FROM THE BOARD

Note: The amendments to the Articles were originally drafted in Chinese and the English translation is for reference only. In case of any inconsistencies between the Chinese and the English version, the Chinese version shall prevail.

The Amendments to the Articles are conditional upon the following:

(i) the approval of the Amendments to the Articles by the Shareholders by way of a special resolution at the Class Meetings and the AGM; and
(ii) the approval of the filing of the Amendments to the Articles by relevant competent authorities in the PRC.

The effect of the Amendments to the Articles is to reflect the updated fact of the Company.

3. PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES

Reference is made to the Announcement. To manage investors’ investment expectations, safeguard the investors’ interests and strengthen investors’ confidence in investing in the Company, the Board has proposed to seek the approval from the Shareholders for the grant of the Repurchase Mandate to the Board, in accordance with all applicable laws, regulations, rules and/or requirements of the governmental or regulatory authorities in charge of securities matters of the PRC, the Hong Kong Stock Exchange, the Shenzhen Stock Exchange or any other governmental or regulatory authorities. The Company is required to convene the Class Meetings and the AGM to seek the aforesaid approval from the Shareholders. At such meetings, a special resolution will be proposed at the Class Meetings and the AGM for the Shareholders to consider and approve the granting of the Repurchase Mandate to the Board, on the conditions that (a) the repurchase of H Shares will not exceed 10% of the total number of H Shares in issue at the date of passing of such special resolution; and (b) 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.

The authorities proposed to be granted under the Repurchase Mandate to the Board shall include, but not limited to: (a) to determine the timing, the number of Shares to be repurchased and the price and duration of the repurchase; (b) to open an offshore stock account and deal with the relevant registration of changes in foreign exchange; (c) to 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 (d) to cancel the Shares so repurchased, and to execute and deal with any relevant documents and matters in connection with the said share repurchase.

The Repurchase Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase Mandate being passed at the AGM and the Class Meetings; and (b) the approval from all relevant competent authorities in the PRC on the repurchase of the H Shares. Upon the fulfillment of the above conditions, the Board shall be authorized to (i) execute, do, execute or take all such documents, acts, matters or steps relevant to the proposed repurchase of H Shares, and expedient, necessary or desirable to give effect to such repurchase as it thinks fit, subject to the relevant laws and regulations and rules; and (ii) make such amendments to the Articles as it thinks fit to reduce the registered capital and reflect the new capital structure of the Company, and to deal with the relevant statutory registration and filing formalities both within and outside the PRC.

— 7 —

LETTER FROM THE BOARD

The Repurchase Mandate will expire on the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiry of a period of 12 months following the passing of the relevant special resolution by the Shareholders at the AGM; or (c) 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.

Subject to the approval and authorization of the Repurchase Mandate at the AGM and the Class Meetings, the Board has proposed to authorize the chairman of the Board and any person authorized by the chairman to exercise the authority given at the AGM to deal with the abovementioned matters in connection to the repurchase of the H Shares and any such matters authorized by the Board and in connection with the repurchase of the H Shares.

An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.

4. PROPOSED ISSUE OF SUPER SHORT-TERM NOTES

Reference is made to the Announcement. In order to improve the debt structure and reduce financing cost of the Company, the Board proposed to apply to the National Association of Financial Market Institutional Investors for registration in respect of the issuance of the Super Short-term Notes in an aggregate principal amount of up to RMB5 billion in the PRC. Such proposal has been put forward for approval by way of a special resolution at the AGM.

Particulars of the Super Short-term Notes issue are as follows:

Offer size
: The Company proposed to issue Super Short-term Notes of not more than RMB5 billion. China Development Bank will act as the sole underwriter for the issuance of the Super Shortterm Notes. Subject to the market conditions and the actual capital requirements of the Company, the Super Short-term Notes will be issued in one single tranche or multiple tranches during the registered term
Term of issue
: The term of proposed Super Short-term Notes will not exceed 270 days
Interest rate
: The interest rate will be determined according to the indicative interest rate and market conditions upon issuance
Use of proceeds
: The proceeds from the issue of the Super Short-term Notes will be used for replenishment of working capital, repayment of corporate borrowings and any other purposes approved by National Association of Financial Market Institutional Investors
Term of validity of the resolution
: Term of validity of the resolution of the issue of Super Shortterm Notes will be 36 months from the date of the approval of such resolution at the AGM

— 8 —

LETTER FROM THE BOARD

The Shareholders shall grant authorization to the chairman of the Board, or any person authorized by the chairman of the Board, at the AGM to determine at his sole discretion and to handle all matters relating to the issue of the Super Short-term Notes, subject to the terms of the proposed issue set forth above, including but not limited to determine the timing of issue, issue method, size of issue, tranches of issue, interest rate and use of proceeds of the Super Short-term Notes, to sign necessary documents if required, to appoint intermediaries such as the relevant underwriter, credit rating institution, certified public accounting firm and law firm, to complete necessary formalities and to take such other relevant actions if required.

The proposed issue will be implemented after the registration with the National Association of Financial Market Institutional Investors. Information on the proposed issue will be disclosed in a timely manner according to the relevant laws and regulations.

5. PROPOSED DIVIDENDS

Reference is made to the Company’s announcement of annual results for the year ended 31 December 2014, that Company recommends the distribution of a final dividend of RMB0.05 per share (inclusive of tax), totaling RMB385 million for the year ended 31 December 2014. The aforesaid proposals are subject to the conditions set out in this circular.

(a) Proposed Dividends

An ordinary resolution will be proposed at the AGM to consider and, if thought fit, to approve the declaration and payment of the Dividends for every outstanding Shares held by the Shareholders whose names appear on the Shareholders’ registers of the Company at the close of business on the respective record dates for the A Shareholders and the H Shareholders. Based on a total of 7,705,954,050 Shares in issue for the year ended 31 December 2014 (comprising a total of 6,275,925,164 A Shares and a total of 1,430,028,886 H Shares) and assuming no change in the total number of the A Shares and the H Shares, respectively, during the period from 31 December 2014 to the respective record dates for the A Shareholders and the H Shareholders. As at the Latest Practicable Date, the Company has a total of 7,705,954,050 Shares in issue. The Dividends in the total amount of RMB385million (inclusive of tax) for every outstanding Shares will be paid to the Shareholders whose names appear on the Shareholders’ registers at the close of business on the respective record dates for the A Shareholders and the H Shareholders.

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 registered 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 after the deduction of the said corporate income tax is RMB0.045 per share (for reference only). Cash dividend payable to the H 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 for the PRC, Hong Kong and other tax effects involved.

— 9 —

LETTER FROM THE BOARD

(b) Closure of H Share register of members

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 Dividends, during which period no transfer of shares will be registered. In order to be entitled to the Dividends, all transfer documents, accompanied by the relevant share certificates, must be lodged by the H Shareholders 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.

6. RE-APPOINTMENT OF INTERNATIONAL AUDITOR AND DOMESTIC AUDITOR

Baker Tilly China Certified Public Accountants Co., Ltd. and KPMG were appointed as the domestic auditor and international auditor in the annual general meeting of the Company held on 27 June, 2014. An ordinary resolution would be proposed on the AGM to approve the re-appointment of Baker Tilly China Certified Public Accountants Co., Ltd. as the domestic auditor and internal control auditor and KPMG as international auditor of the Company for the year 2015 respectively for a term of office until next annual general meeting, and authorize the management of the Company to determine their audit fees.

The relevant resolution regarding the re-appointment of international and domestic auditors can be found under the ordinary resolution numbered 7, as provided in the notice of AGM.

7. PROPOSAL OF CHANGE IN THE USE OF PART OF THE PROCEEDS FROM THE PRIVATE PLACEMENT

In order to further implement the development strategies of the Company and protect the interests of the Company and its Shareholders as a whole, the Company proposes to terminate the investment in the engineering machinery re-manufacturing center project for the “Construction of global financial leasing system and engineering machinery re-manufacturing center” (the “ EMRC Project ”) and transfer the remaining proceeds totaling RMB113,556,639.02 (including interest income) raised by private investment to replenish working capital. The “Project for upgrading of medium and large excavators” (the “ Excavator Project ”) and the “Project for industrialization of environmental friendly asphalt concrete recycling equipment (complete set)” (the “ Recycling Equipment Project ”) have completed and the Company proposes to transfer the remaining proceeds totaling RMB96,801,779.66 (including interest income) to replenish working capital permanently. Details are as follows:

(a) Proceeds Raised by the Company from the Private Placement

With the approval of China Securities Regulatory Commission by Zheng Jian Xu Ke [2010] No.97, in February 2010, the Company issued 297,954,705 A Shares to nine specific investors by way of private placement at the issue price of RMB18.70 per A Share, from which a total amount of RMB5,571,752,983.50 was raised. After the deduction of issue related costs of RMB92,331,854.44, the net amount of proceeds was RMB5,479,421,129.06.

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LETTER FROM THE BOARD

(b) Use of Proceeds from the Private Placement

The proceeds raised by the Private Placement were proposed to be applied to the following projects:

		Investment
No.	Name of Project	amount	Type of Project
		(RMB ten
		thousands)
1	Industrialization of heavy cranes	80,060.77	Project supported by
			the national “Eleventh
			Five Year” science and
			technology plan
2	Industrialization of underground	20,000.00	Project supported by
	construction equipment		the national “Eleventh
			Five-Year” science and
			technology plan
3	Construction of global financial leasing	150,221.40	Building of financial leasing
	system and engineering machinery		and service system
	re-manufacturing center
4	Establishment of a new platform for	30,001.45	Construction of information
	digital research and development,		network system
	manufacturing and innovation
5	Industrialization of key equipment for	55,000.00	Industrial upgrading project
	social emergency rescue system
6	Upgrading of medium and	60,680.00	Industrial upgrading project
	large excavators
7	Upgrading of key hydraulic products	30,000.00	Building of supporting
	for construction machinery		capability for core
			components and parts
8	Construction of vehicles and	10,000.00	Building of supporting
	bridges base for engineering cranes		capability for core
			components and parts
9	Bulk material conveying machinery	51,211.68	Industrial upgrading project
	(complete set) research and
	development and technological
	innovation

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LETTER FROM THE BOARD

No. Name of Project

Investment amount Type of Project (RMB ten thousands)

10 Industrialization of environmental 20,000.00 Industrial upgrading project friendly asphalt concrete recycling equipment (complete set)
11 Replenishment of working capital 50,000.00 Replenishment of working capital
Total 557,175.30

(c) Summary Information on EMRC Project, Excavator Project and Recycling Equipment Project

(i) EMRC Project

The EMRC Project launched by the Company is located at Lugu Industrial Park with an investment of RMB1,022,140,000. It involves the construction of the assembly workshop, cleaning workshop, repair and processing workshop, surface repairing workshop and testing and adjustment ground. On 28 March 2013, a resolution was passed at the sixth extraordinary general meeting of the fourth session of the Board to expand the location of the EMRC Project from Lugu Industrial Park, to Lugu, Wangcheng and Quantang Industrial Park. Until 31 December 2014, the Company has invested RMB9,235,628.97 in the EMRC Project, with a remaining proceeds totalling RMB113,556,639.02 (including interest income).

(ii) Excavator Project

The Excavator Project launched by the Company is located at Weinan Hi-tech Industrial Development Zone in Shaanxi Province with a total investment of RMB606,800,000. Until 31 December 2014, the Project has attained the estimated annual production capacity of 6,500 units of medium and large excavators, thus satisfying the market demand and the business plan of the Company. On 29 June 2012, a resolution was passed at the 2011 annual general meeting of the Company, to transfer RMB1,500,000,000 from the Excavator Project to the Weinan Project. Until 31 December 2014, the Project is completed and production is commenced. Until 31 December 2014, the Company has invested RMB581,475,960.80 in the Excavator Project, with a remaining proceeds totalling RMB40,630,782.04.

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LETTER FROM THE BOARD

(iii) Recycling Equipment Project

The Recycling Equipment Project launched by the Company is located at Lugu Industrial Park with an investment of RMB2,000,000,000. Relying on the developing trend of recycling and modern technology, the Recycling Equipment Project remodels and upgrades the machinery of the high-performance heater, remixer, asphalt hot remixing and recycling equipment, asphalt paver, milling machine, double steel-wheeled vibratory road roller by improving key technology in cutting, welding, painting, assembling, product testing and product inspection. At the same time, the Company enhances its product development, product testing and inspection methods, purchases testing equipment and instruments and improves the application of information technology.

The Recycling Equipment Project is relocated from Lugu Industrial Park to Wangcheng Economic Development Zone in order to better integrate the Company’s road machinery resources. Until 31 December 2014, the office building has started to be in operation; and the entire painting workshop, the asphalt mixing and production workshop and ancillary facilities have formally gone into operation and attained the designed production capacity.

Until 31 December 2014, the Company has invested RMB164,550,723.22 in the Recycling Equipment Project, with a remaining proceeds totalling RMB56,170,997.62.

(d) Reasons for Change

(i) EMRC Project

With the continuous sluggish growth of the engineering machinery industry in China, the industry as a whole is still undergoing adjustment and consolidation. The Company proactively improves its management standard, strictly controls operational risks and implements policies to realize cost efficiency. Through technological reform of the integrated industrial parks at the initial stage of the EMRC Project, the three major industrial parks, namely Changsha Lugu Industrial Park, Changsha Wangcheng Industrial Park and Changsha Quantang Industrial Park, have reached a certain scale. By making full use of resources that can be shared by remanufacturing and manufacturing of new products, such as factory site, equipment, technology and quality assurance, the needs for the construction of the engineering machinery remanufacturing center of the Company and market demand can be satisfied. In order to further implement the development strategies of the Company and protect the interests of the Company and its Shareholders as a whole, the Company proposes to terminate the investment in the EMRC Project.

(ii) Excavator Project and Recycling Equipment Project

The Excavator Project and Recycling Equipment Project have been completed and the desired production capacity has been achieved.

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LETTER FROM THE BOARD

(e) Opinions of the Independent Directors

The Company proposes to terminate the EMRC Project and transfer the remaining proceeds totaling RMB97,742,121.03 (including interest income) raised by private investment to replenish working capital; concurrently, the Excavator Project and the Recycling Equipment Project have been completed and the Company proposes to transfer the remaining proceeds totaling RMB96,801,779.66 (including interest income) to replenish working capital permanently. The aforesaid changes conform to the development strategies of the Company, and are favorable to the enhancement of the utilization efficiency of proceeds and can reduce income expenses. They conform to the interests of the Company and its Shareholders as a whole and are not detrimental to the legitimate interests of the Company and minority Shareholders. The decision-making procedures of the Board in relation to the change in the use of part of the proceeds from private placement conform to the relevant laws and regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on utilization of funds raised by listed companies, as well as the provisions of the Articles. Thus, it is agreed that the Company may change the aforesaid investment projects financed by proceeds from the private placement and it is agreed to submit the “Proposal of Change in the Use of Part of the Proceeds from the Private Placement” to the Shareholders’ general meeting for review and discussion.

(f) Sponsor’s Opinion from China International Capital Corporation Limited

The aforesaid changes in investment projects were considered and approved by the Board and the Supervisory Board of the Company. However, the approval by Shareholders in the general meeting is required before implementation. The internal review procedures of the Company are in compliance with the applicable laws and regulations and provisions of the Articles. The aforesaid changes of the utilization plan proposed by the Company do not infringe the applicable requirements in respect of the use of raised capital promulgated by China Securities Regulatory Commission, Shenzhen Stock Exchange and the Company, and are favourable to the enhancement of the utilization efficiency of proceeds and conforms to the development strategies of the Company and interests of Shareholders. The sponsor has no objection to the aforesaid matter.

The relevant resolution regarding the proposed change in the use of part of the proceeds from the Private Placement can be found under the ordinary resolution numbered 8, as provided in the notice of AGM.

8. APPLICATION FOR CREDIT FACILITIES TO BANKS

In order to ensure the Company’s smooth operations, maintain the Company’s leading position in the industry and the stability of its financing arrangements, and given the credit facilities already granted by various financial institutions to the Company and the Company’s business needs in 2015, the Company proposes to make application to relevant banks for credit facilities relating to its general operation and finance leasing business. The Company proposes to apply for the bank credit facilities and financing with credit limit not exceeding RMB120 billion. The relevant resolution regarding the proposed application on credit facilities can be found under the ordinary resolution numbered 9, as provided in the notice of AGM.

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LETTER FROM THE BOARD

9. AUTHORIZATION TO CERTAIN SUBSIDIARIES TO APPLY FOR CREDIT FACILITIES

The product sales of the Company have been significantly enhanced with the launch of the finance leasing service relating to construction machinery of the Company. To further strengthen the Company’s existing finance leasing operation, Zoomlion Finance and Leasing (China) Co., Ltd., and Zoomlion Finance and Leasing (Beijing) Co., Ltd., each a wholly-owned subsidiary of the Company, propose to apply to the relevant financial institutions for certain bank credit facilities to meet their working capital needs. It is proposed that Zoomlion Finance and Leasing (China) Co., Ltd., and Zoomlion Finance and Leasing (Beijing) Co., Ltd., are authorized to apply for credit facilities with maximum limits of RMB3.0 billion and RMB6.0 billion, respectively, relating to their finance leasing business. The relevant resolutions regarding such proposals can be found under the ordinary resolutions numbered 10 and 11, as provided in the notice of AGM, respectively.

10. PROVISION OF GUARANTEE TO THE SUBSIDIARIES OF THE COMPANY

As the A Shares are listed on the Shenzhen Stock Exchange, to fulfill the listing rules of the Shenzhen Stock Exchange, a resolution regarding the provision of guarantee will be proposed at the AGM for approval.

In order to enhance the marketing efforts and promote the Company’s strategic restructuring and the Company’s implementation of international development strategy, it is proposed to provide guarantee to the following subsidiaries:

		Guarantee
		Amount
		(not exceeding
	Name of the subsidiaries	RMB)
1.	Zoomlion International Trading (H.K.) Co., Limited	2 billion
2.	Zoomlion Capital (H.K.) Co., Limited	300 million
3.	Zoomlion Capital (Australia) Pty Ltd	30 million
4.	Zoomlion Capital (Italy) S.p.A.	270 million
5.	Zoomlion Singapore Investment Holdings Pte. Ltd.	100 million
6.	ZOOMLION BRASIL COMÉRCIO, IMPORTAÇÃO E
	EXPORTAÇÃO DE MÁQUINAS DE CONCRETO LTDA	100 million
7.	Zoomlion do brasil-importacao e exportacao de equipamentos para
	construcao civil ltda	50 million
8.	Zoomlion ElectroMech India Private Limited	50 million
9.	ZOOMLION HEAVY INDUSTRY RUS LLC	100 million
10.	Zoomlion Heavy Machinery Co. Ltd.*(中聯重機股份有限公司)	700 million
11.	Zoomlion Heavy Machinery Nanling Co. Ltd.*(中聯重機南陵有限公司)	50 million
12.	Zoomlion Heavy Machinery Zhejiang Co. Ltd.*(中聯重機浙江有限公司)	100 million
13.	Anhui Guwang Drying Machinery Co. Ltd.*(安徽谷王烘乾機械有限公司)	50 million
14.	Henan Ruichuang General-purpose Machinery Manufacturing Co. Ltd.*
	(河南瑞創通用機械製造有限公司)	500 million
15.	Zoomlion Heavy Machinery Haozhou Co., Ltd.*(中聯重機亳州有限公司)	50 million
16.	Zoomlion Heavy Industry Science and Technology Anhui Industrial
	Vehicles Co., Ltd.*(中聯重科安徽工業車輛有限公司)	50 million
	Total	4.5 billion

For identification purpose only

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LETTER FROM THE BOARD

The relevant resolution regarding the proposed guarantee can be found under the ordinary resolution numbered 12, as provided in the notice of AGM.

11. CARRYING OUT OF LOW RISK INVESTMENT AND FINANCIAL MANAGEMENT

In order to enhance the efficient use of capital and the reasonable use of short term idle capital, on the premise of not affecting the normal operation of the Company, ensuring fund safety and controlling risks, the Company has proposed to utilize its idle capital to carry out low risk investment and financial management in accordance with the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2004 Revision), the Guidelines on the Regulated Operation of Companies Listed on the Main Board, the Memorandum on Information Disclosure No. 25 – Securities Investment and the Hong Kong Listing Rules. The maximum amount that can be invested is RMB4 billion which can be used on a rolling basis. Such investment does not constitute a connected transaction and has already been considered and passed at the tenth meeting of the fourth session of the Board. However, it is required to be submitted to the Shareholders’ general meeting of the Company for approval. The relevant matters of the proposed carrying out of low risk investment and financial management are set out as follows:

1. Purposes of investment

To enhance the efficient use of capital and the reasonable use of short term idle capital arising as a result of capital flows, to better realize the preservation and appreciation of value of cash of the Company and to safeguard the interest of shareholders of the Company without affecting the normal operation of the Company.

2. Maximum amount of investment

The amount of investment shall be no more than RMB4 billion which can be used on a rolling basis.

3. Types of investment

(i) Entrusted financial management products (including financial management products from banks, trust products etc.) and related structured products;
(ii) Subscription of new shares and related structured products;
(iii) Investments in bonds and money market funds.

4. Duration of Investment

The duration for every single investment shall not exceed one year.

5. Sources of fund

Short term idle capital arising as a result of capital flows.

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LETTER FROM THE BOARD

6. Risk Analysis and Control Measures

The financial management department of the Company shall be the department specifically responsible for the entrusted financial management products and the investment and financing management office shall be the department specifically responsible for the subscription of new shares, investment in bonds and investments in money market funds. The above departments shall be responsible for examining and verifying the particulars of the relevant investment product business and for risk evaluation on the basis of factors including the financial position, cash flows, returns on investment products and relevant risks of the Company, and shall be responsible for drawing up the overall plan for product investment for submission to the responsible personnel of the Company for approval. Upon approval by the responsible personnel, the overall plan shall be submitted to the chairman of the Board for examination and approval. The overall plan shall be implemented by the person in charge of the relevant departments upon examination and approval.

The risk management department of the Company shall be responsible for examining the investment product contracts and the relevant legal documents and for providing legal opinions so as to ensure that the investment product business abides by the laws and regulations and the relevant rules and regulations of the Company and to safeguard the legitimate rights and interests of the Company.

The audit department of the Company is the supervisory department for the investment product business. The audit department shall be responsible for monitoring and auditing the investment product business of the Company, and for examining the approval of the investment product business, the operation of such business in practice, the use of funds and profits and losses. It shall supervise and speed up financial accounting by the accounting personnel and shall be responsible for financial accounting verification.

The Company shall prepare periodical reports to disclose the investment in investment products and the relevant earnings during the reporting period.

7. Authorizations

It is proposed that the chairman of the Board be authorized to exercise such decision-making power in low risk investment to the extent of the maximum amount of investment specified and to execute the relevant contracts and agreements. Such authorization shall remain valid for one year from the date of passing of the resolution by the Shareholders at the general meeting.

The relevant resolution regarding the proposed carrying out of low risk investment and financial management can be found under the ordinary resolution numbered 13, as provided in the notice of AGM.

12. DEVELOPMENT OF FINANCIAL DERIVATIVES BUSINESS

In order to satisfy the needs of the Company and its subsidiaries to carry out hedging business, to develop an effective risk prevention mechanism and to achieve stable operation, the Company proposes to develop its financial derivative business with a principal of not more than RMB13 billion which can be used on a revolving basis in the name of development of business, in accordance with the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2004 Revision), the Guidelines on the Regulated Operation of Companies Listed on the Main Board, the Memorandum on Information Disclosure No. 26 – Derivatives Investment and the Hong Kong Listing Rules. The development of financial derivative business

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LETTER FROM THE BOARD

does not constitute a connected transaction and has already been considered and passed at the tenth meeting of the fourth session of the Board of the Company. However, it is required to be submitted to Shareholders’ general meeting of the Company for approval. The relevant matters of the proposed development of financial derivatives business are set out as follows:

1. Purposes

The Company proposes to develop financial derivative business for hedging purposes so as to fix the costs and hedge risks associated with interest rates and exchange rates. The derivatives involved should be simple financial derivatives which are closely related to the principal business of the Company, match with the underlying business of the Company in terms of the type, scale, orientation and duration and comply with the prudent and sound risk management principles.

2. Maximum Amount

The amount of principal shall be no more than RMB13 billion which can be used on a revolving basis in the name of development of business.

3. Types of Business

Financial derivatives proposed to be operated by the Company mainly include products such as forward and swap or a combination of both. The corresponding underlying assets include interest rate, exchange rate, currency, commodity or their combination.

4. Duration of Business

The duration of every single derivative product shall be no longer than the duration of the corresponding underlying asset.

5. Risk Analysis

(i) Market risk: the financial derivative business to be developed by the Group and any of its members is hedging business relevant to the principal business of the Company, and there exists market risk of losses arising from changes in prices of financial derivative products due to fluctuation in market prices, such as fluctuation in target interest rates and exchange rates;
(ii) Liquidity risk: as all derivative business to be developed involves over-the-counter trading operated through financial institutions, there is risk associated with the payment of spread to banks which might be required due to closing a position or margin cut for whatever reasons;
(iii) Other risks: if an operator fails to handle filing and approval pursuant to the procedures specified, or fails to record the information on the financial derivative business accurately, promptly and completely when carrying out derivative business, it might bring about losses associated with the derivative business or the loss of business opportunities. At the same time, if a trader fails to fully understand the terms of the business contracts and product information, the Company might need to face legal risk and transaction losses.

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LETTER FROM THE BOARD

6. Risk Control Measures

(i) To select financial derivatives with simple structure, high liquidity and controllable risk to develop the hedging business.
(ii) To strictly implement the principles of separation of duties for upstream, midstream and downstream staff, and a trader shall not concurrently take up the position of an accounting personnel.
(iii) Trading counterparties management: in carrying out financial derivative business, agents and traders shall be selected prudently.
(iv) To strengthen management of bank accounts and funds and to strictly comply with the approval procedures for allocation and use of funds.
(v) To establish a special working team when there is any significant change in the market or any floating profit and loss so as to promptly establish an emergency mechanism and to proactively cope with and properly handle the situation.
(vi) To select appropriate risk evaluation mode and regulatory system, regulate and report on an ongoing basis all types of risks, increase the frequency of reporting where there is intense market fluctuation or heightened market risk, and promptly prepare the proposal for addressing the same.

7. Authorizations

It is proposed that the chairman of the Board and any person authorized by the chairman of the Board be authorized to exercise decision-making power in financial derivative investment to the extent of the maximum amount of investment, and to execute the relevant contracts and agreements. Such authorization shall remain valid for one year from the date of passing of the resolution by the Shareholders at the general meeting.

The relevant resolution regarding the proposed development of financial derivatives can be found under the ordinary resolution numbered 14, as provided in the notice of AGM.

— 19 —

LETTER FROM THE BOARD

13. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’ MEETINGS

Pursuant to the requirements of the “Rules for the Shareholders’ Meetings of Listed Companies (as amended in 2014)” (《上市公司股東大會規則（2014年修訂）》) of the China Securities Regulatory Commission, the Board proposed to amend the Procedural Rules for Shareholder’s Meetings as follows:

Before amendment After amendment Article 4 Shareholders’ general meetings are Shareholders’ general meetings are classified into annual general meetings classified into annual general meetings and extraordinary general meetings. and extraordinary general meetings. Annual general meetings are held once Annual general meetings are held once every year and within six months from every year and within six months from the end of the preceding financial year. the end of the preceding financial year. A shareholders’ extraordinary general A shareholders’ extraordinary general meeting may be held on an ad hoc basis, meeting may be held on an ad hoc basis, and shall be held within 2 months from and shall be held within 2 months from the date of occurrence of any circumstance the date of occurrence of any circumstance under which the extraordinary general under which the extraordinary general meeting shall be held pursuant to Article meeting shall be held pursuant to Article 66 of the Articles of Association. 66 of the Articles of Association.

If the extraordinary general meeting can not be held within the time limit, the Company shall report the reasons to the local branch of CSRC and the stock exchange where its shares are listed, and issue a relevant announcement.

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LETTER FROM THE BOARD

	Before amendment		After amendment
	Shareholders’ general meetings shall be held at a physical venue. The Company shall also facilitate shareholders to participate in shareholders’ general meetings by offering online voting, calling for voting, correspondence voting or otherwise. Shareholders who participate in shareholders’ general meetings by the above means are deemed to be present thereat. Online voting shall be conducted by shareholders through the trading system of the Shenzhen Stock Exchange, and the identification of these shareholders shall be made by the method which is acceptable to the system. For shareholders participating in correspondence voting, the documents (signed and dated) stating their opinions on the matters to be considered at shareholders’ general meeting, together with copies of their identity cards (signed and indicated for the purpose of attending the meeting only) and shareholders’ account cards (signed and indicated for the purpose of attending the meeting only) shall be delivered by express mail service to the organization or contact person designated in the notice on the meeting before 3 p.m. of the date on which the shareholders’ general meeting shall be held. In case of incomplete documents, the votes shall be treated as invalid.		Shareholders’ general meetings shall be held at a physical venueand the Company shall facilitate shareholders to participate in shareholders’general meetings by adopting safe, economic and expedient online method in accordance with the laws, administrative regulations, requirements of CSRC and the Articles of Association. The Company shall also facilitate shareholders to participate in shareholders’ general meetings by offering online voting, calling for voting, correspondence voting or otherwise. Shareholders who participate in shareholders’ general meetings by the above means are deemed to be present thereat. Online voting shall be conducted by shareholders through the trading system of the Shenzhen Stock Exchange, and the identification of these shareholders shall be made by the method which is acceptable to the system. For shareholders participating in correspondence voting, the documents (signed and dated) stating their opinions on the matters to be considered at shareholders’ general meeting, together with copies of their identity cards (signed and indicated for the purpose of attending the meeting only) and shareholders’ account cards (signed and indicated for the purpose of attending the meeting only) shall be delivered by express mail service to the organization or contact person designated in the notice on the meeting before 3 p.m. of the date on which the shareholders’ general meeting shall be held. In case of incomplete documents, the votes shall be treated as invalid.

— 21 —

LETTER FROM THE BOARD

	Before amendment		After amendment
			The board of directors, independent directors and shareholders who satisfy relevant provisions may publicly solicit the voting rights of other shareholders. In soliciting voting rights of shareholders, information such as specific voting intention shall be sufficiently disclosed to the shareholders from whom voting rights are being solicited. Solicitation of voting rights at any consideration, whether in direct or indirect form, is prohibited. The Company may not propose any minimum shareholding restriction on the solicitation of voting rights.
Article 52	The resolution of the shareholders’ general meeting shall be announced in a timely manner. The announcement shall set out the number of shareholders and proxies attending the meeting, the ratio of the total number of voting shares held by such shareholders and proxies to the total number of voting shares of the Company, the voting method, the voting result of each resolution and the detailed content of each of the resolutions passed. The Company shall announce the data of attendances and voting results of the shareholders’ general meeting. If the resolution is not passed, or if the resolution passed by the preceding shareholders’ general meeting is changed by the current shareholders’ general meeting, a special note shall be made in the announcement of the resolutions of the shareholders’ general meeting.		The resolution of the shareholders’ general meeting shall be announced in a timely manner. The announcement shall set out the number of shareholders and proxies attending the meeting, the ratio of the total number of voting shares held by such shareholders and proxies to the total number of voting shares of the Company, the voting method, the voting result of each resolution and the detailed content of each of the resolutions passed. The Company shall announce the data of attendances and voting results of the shareholders’ general meeting.Where material matters affecting the interests of small-to-medium sized investors are being considered at a shareholders’general meeting, each vote cast by the small-to- medium sized investors shall be counted separately. Results of votes counted separately shall be disclosed in a timely manner. If the resolution is not passed, or if the resolution passed by the preceding shareholders’ general meeting is changed by the current shareholders’ general meeting, a special note shall be made in the announcement of the resolutions of the shareholders’ general meeting.

Note: The amendments to the Procedural Rules for Shareholder’s Meetings were originally drafted in Chinese and the English translation is for reference only. In case of any inconsistencies between the Chinese and the English version, the Chinese version shall prevail.

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LETTER FROM THE BOARD

The relevant resolution regarding the proposed amendments to the Procedural Rules for Shareholders’ Meetings can be found under the ordinary resolution numbered 15, as provided in the notice of AGM.

14. ANNUAL GENERAL MEETING AND H SHARES CLASS MEETING

A notice convening the AGM to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC on Monday, 29 June 2015 at 2 p.m. is set out on pages 27 to 33 of this circular. The notice convening the H Shares Class Meeting at 3:30 p.m. on Monday, 29 June 2015 of the Company to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC, are set out on pages 34 to 37 of this circular.

If you intend to appoint a proxy to attend and vote at the AGM and/or the H Shares Class Meeting, you are required to complete and return the accompanied respective proxy form in accordance with the instructions printed thereon 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 in person or by post not less than 24 hours before the time appointed for holding the AGM and/or the H Shares Class Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM and/or the H Shares Class Meeting or at any adjourned meeting should you so wish.

If you intend to attend the AGM and/or the H Shares Class Meeting in person or by proxy, you are required to complete and return the respective reply slip(s) 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.

15. 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 AGM will demand a poll in relation to all the proposed resolutions at the AGM and the H Shares Class Meeting in accordance with the Articles.

16. RECOMMENDATION

The Board considers that all resolutions to be proposed at the AGM and the H Shares Class Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the proposed resolutions to be proposed at the AGM and the H Shares Class Meeting.

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

Changsha, the PRC, 14 May 2015

For identification purpose only

— 23 —

EXPLANATORY STATEMENT

APPENDIX I

In accordance with the Listing Rules, the following explanatory statement contains all information required by the Listing Rules to enable you to make an informed decision on whether to vote for or against the special resolutions to be proposed at the AGM and the Class Meetings for the grant of the Repurchase Mandate to the Board.

REGISTERED CAPITAL

As at the Latest Practicable Date, the total authorised share capital of the Company was RMB7,705,954,050 comprising 1,430,028,886 H Shares with a nominal value of RMB1.00 each and 6,275,925,164 A Shares with a nominal value of RMB1.00 each.

REASONS FOR THE REPURCHASE OF H SHARE

The Board believes that the repurchase of the H Shares would be beneficial to and in the best interests of the Company and the Shareholders as a whole. It can manage investors’ investment expectations, safeguard the investors’ interests and strengthen investors’ confidence in investing in the Company. The Board will decide the number of H Shares to be repurchased on each occasion and the price and other terms upon which the same are repurchased at the relevant time having regard to the circumstances then pertaining.

FUNDING OF REPURCHASE

It is envisaged that any repurchase of H Shares would be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC. Under PRC laws, H Shares so repurchased should be cancelled and the Company’s registered capital should be reduced by amount equivalent to the aggregate nominal value of the H Shares so cancelled.

The Board considers that there would not be a material adverse impact on the working capital or on the gearing position of the Company in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2014). However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company.

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

H SHARE REPURCHASED BY THE COMPANY

No repurchase of H Shares (whether on the Hong Kong Stock Exchange or otherwise) has been made by the Company within the six months preceding the Latest Practicable Date.

— 24 —

EXPLANATORY STATEMENT

APPENDIX I

CONNECTED PERSONS AND DIRECTORS’ UNDERTAKING

None of the Directors nor (to their best knowledge and having made all reasonable enquiries) any of their close associates (as defined in the Hong Kong Listing Rules) presently intend to sell H Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

No core connected persons (as defined in the Hong Kong Listing Rules) of the Company have notified the Company of a present intention to sell H Shares to the Company and no such persons have undertaken not to sell any such H Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

EFFECT OF TAKEOVERS CODE

If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obligated to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Citigroup Inc., whose interest in the Company is notifiable under Part XV of the SFO, held directly or indirectly approximately 2.92% of the Company’s total registered capital. In the event that the Board exercises in full the power to repurchase H Shares in accordance with the terms of the H Shares Repurchase General Mandate proposed at the AGM and the Class Meetings, the increase in the total interests of Citigroup Inc. in the total registered capital of the Company to approximately 2.98% will not give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Board is not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any purchases to be made under the Repurchase Mandate. In addition, the Board does not intend to make share repurchase on the Hong Kong Stock Exchange if the result of the repurchase would be less than 25% of the total registered capital of the Company would be in the public hands.

— 25 —

EXPLANATORY STATEMENT

APPENDIX I

H SHARES PRICES

The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2014
May	5.340	5.020
June	5.480	4.780
July	5.090	4.400
August	5.170	4.710
September	5.080	4.400
October	4.620	3.510
November	4.830	3.710
December	6.080	4.380
2015
January	6.390	4.770
February	5.120	4.500
March	5.180	4.720
April	6.880	5.340
May (up to and including the Latest Practicable Date)	5.510	4.930

— 26 —

NOTICE OF ANNUAL GENERAL MEETING

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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN by the Board of Directors that the Annual General Meeting of Zoomlion Heavy Industry Science and Technology Co., Ltd. (the “ Company ”) will be held at Multifunction Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 2 p.m. on Monday, 29 June 2015 by way of physical meeting. Details of the Annual General Meeting are as follows:

ORDINARY RESOLUTIONS

To consider and approve the report of the Board of Directors of the Company for the year 2014.
To consider and approve the report of the Supervisory Board of the Company for the year 2014.
To consider and approve the report of settlement accounts of the Company for the year 2014.
To consider and approve the full text and the summary of the annual report of A shares of the Company for the year 2014.
To consider and approve the annual report of H shares of the Company for the year 2014.
To consider and approve the profit distribution plan of the Company for the year 2014, and to approve final dividend in the amount of RMB0.05 per share (inclusive of tax) be declared and distributed on the basis of the total share capital of 7,705,954,050 Shares of the Company for the year ended 31 December 2014, the aggregate amount of which is approximately RMB385 million.
To consider and approve the appointment of Company’s auditors for the year 2015.
(1) To consider and approve the re-appointment of Baker Tilly China Certified Public Accountants Co., Ltd. as the domestic auditor and internal control auditor of the Company for the year ending 31 December 2015;
(2) To consider and approve the re-appointment of KPMG as the international auditor of the Company for the year ended 31 December 2015; and
(3) To authorize the audit committee of the Board of Directors of the Company to determine the principles of fixing the remunerations of the PRC and international auditors and to authorize the Company’s management to determine their actual remunerations based on the agreed principles.

For identification purpose only

— 27 —

NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the proposal of change in the use of part of proceeds from the Private Placement.
(1) To terminate the investment in the engineering machinery re-manufacturing center project for the “Construction of global financial leasing system and engineering machinery remanufacturing center” and to transfer the remaining proceeds totaling RMB113,556,639.02 (including interest income) raised by private investment to replenish working capital; and
(2) To transfer the remaining proceeds totaling RMB96,801,779.66 (including interest income) to replenish working capital from the “Project for upgrading of medium and large excavators” and the “Project for industrialization of environmental friendly asphalt concrete recycling equipment (complete set)”.
To consider and approve the application by the Company to the relevant banks for credit facilities and financing with credit limit not exceeding RMB120 billion.
To consider and authorize Zoomlion Finance and Leasing (China) Co., Ltd. to apply for finance with maximum limit of RMB3.0 billion relating to its finance leasing business.
To consider and authorize Zoomlion Finance and Leasing (Beijing) Co., Ltd. to apply for finance with maximum limit of RMB6.0 billion relating to its finance leasing business.
To consider and approve the proposed provision of a guarantee with maximum limit of RMB4.5 billion by the Company for 16 subsidiaries.
To consider and approve the carrying out of low risk investment and financial management by the Company with maximum investment amount of RMB4 billion and the chairman of the Board be authorized to exercise such decision-making power in low risk investment to the extent of the maximum amount of investment specified and to execute the relevant contracts and agreements.
To consider and approve the development of financial derivatives business by the Company with a principal of not more than RMB13 billion and the chairman of the Board and any person authorized by the chairman of the Board be authorized to exercise decision-making power in financial derivative investment to the extent of the maximum amount of investment, and to execute the relevant contracts and agreements.
To consider and approve the proposed amendments to the Procedural Rules for Shareholders’ Meetings of the Company.

— 28 —

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

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.
To consider and, if thought fit, to approve the proposed issue of the Super Short-term Notes in the PRC by the Company:
(1) the Company be authorized to issue the Super Short-term Notes on the following major terms:
1. Offer size
2. : The Company proposed to issue Super Shortterm Notes of not more than RMB5 billion. China Development Bank will act as the sole underwriter for the issuance of the Super Short-term Notes. Subject to the market conditions and the actual capital requirements of the Company, the Super Short-term Notes will be issued in one single tranche or multiple tranches during the registered term
Term of issue : The term of proposed Super Short-term Notes will not exceed 270 days
Interest rate : The interest rate will be determined according to the indicative interest rate and market conditions upon issuance
Use of proceeds : The proceeds from the issue of the Super Short-term Notes will be used for replenishment of working capital, repayment of corporate borrowings and any other purposes approved by National Association of Financial Market Institutional Investors
Term of validity : Term of validity of the resolution of the issue of Super of the resolution Short-term Notes will be 36 months from the date of the approval of such resolution at the AGM
(2) authorization be granted to the to the Chairman, or any person authorized by the Chairman, at the AGM to determine at his sole discretion and to handle all matters relating to the issue of the Super Short-term Notes, subject to the terms of the proposed issue set forth above, including but not limited to determine the timing of issue, issue method, size of issue, tranches of issue, interest rate and use of proceeds of the Super Short-term Notes, to sign necessary documents if required, to appoint intermediaries such as the relevant underwriter, credit rating institution, certified public accounting firm and law firm, to complete necessary formalities and to take such other relevant actions if required.

— 29 —

NOTICE OF ANNUAL GENERAL MEETING

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
- (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 notice 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.

For identification purpose only

— 30 —

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(1) Eligibility for Attending the Annual General 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 Annual General 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 Annual General 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 RMB385million. 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.

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 Dividends, 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.

— 31 —

NOTICE OF ANNUAL GENERAL MEETING

(3) Proxy

(a) Each shareholder entitled to attend and vote at the Annual General 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 Annual General Meeting (proxy form for use at the Annual General 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 Annual General Meeting

(a) A shareholder or his proxy should produce proof of identity when attending the Annual General 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 Annual General 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 Annual General Meeting will demand a poll in relation to all the proposed resolutions at the Annual General Meeting in accordance with the Articles of Association.

— 32 —

NOTICE OF ANNUAL GENERAL MEETING

(6) Miscellaneous

(a) The Annual General 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: [email protected].
(d) Unless otherwise defined in this notice, capitalised terms used in this notice shall have the same meanings as those defined in the Annual General Meeting circular.

— 33 —

NOTICE OF H SHARES CLASS MEETING

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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

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.
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
(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.
For identification purpose only

— 34 —

NOTICE OF H SHARES CLASS MEETING

(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

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.

For identification purpose only

— 35 —

NOTICE OF H SHARES CLASS MEETING

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.

— 36 —

NOTICE OF H SHARES CLASS 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.

(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: [email protected].
(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.

— 37 —

AI assistant

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

35658_rns_2015-05-14_f996a57f-7bde-4b52-adb3-fbde1eb9bd5c.pdf

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

AND

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

Members of the Board

Registered Office

AND

1. INTRODUCTION

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES

LETTER FROM THE BOARD

4. PROPOSED ISSUE OF SUPER SHORT-TERM NOTES

LETTER FROM THE BOARD

5. PROPOSED DIVIDENDS

(a) Proposed Dividends

(b) Closure of H Share register of members

6. RE-APPOINTMENT OF INTERNATIONAL AUDITOR AND DOMESTIC AUDITOR

7. PROPOSAL OF CHANGE IN THE USE OF PART OF THE PROCEEDS FROM THE PRIVATE PLACEMENT

(a) Proceeds Raised by the Company from the Private Placement

(b) Use of Proceeds from the Private Placement

No. Name of Project

(c) Summary Information on EMRC Project, Excavator Project and Recycling Equipment Project

(i) EMRC Project

(ii) Excavator Project

(iii) Recycling Equipment Project

(d) Reasons for Change

(i) EMRC Project

(ii) Excavator Project and Recycling Equipment Project

(e) Opinions of the Independent Directors

(f) Sponsor’s Opinion from China International Capital Corporation Limited

8. APPLICATION FOR CREDIT FACILITIES TO BANKS

9. AUTHORIZATION TO CERTAIN SUBSIDIARIES TO APPLY FOR CREDIT FACILITIES

10. PROVISION OF GUARANTEE TO THE SUBSIDIARIES OF THE COMPANY

11. CARRYING OUT OF LOW RISK INVESTMENT AND FINANCIAL MANAGEMENT

1. Purposes of investment

2. Maximum amount of investment

3. Types of investment

4. Duration of Investment

5. Sources of fund

6. Risk Analysis and Control Measures

7. Authorizations

12. DEVELOPMENT OF FINANCIAL DERIVATIVES BUSINESS

1. Purposes

2. Maximum Amount

3. Types of Business

4. Duration of Business

5. Risk Analysis

6. Risk Control Measures

7. Authorizations

13. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’ MEETINGS

LETTER FROM THE BOARD

14. ANNUAL GENERAL MEETING AND H SHARES CLASS MEETING

15. VOTING BY POLL

16. RECOMMENDATION

REGISTERED CAPITAL

REASONS FOR THE REPURCHASE OF H SHARE

FUNDING OF REPURCHASE

H SHARE REPURCHASED BY THE COMPANY

CONNECTED PERSONS AND DIRECTORS’ UNDERTAKING

EFFECT OF TAKEOVERS CODE

H SHARES PRICES

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

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

“ THAT :

By Order of the Board

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

(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

(3) Proxy

(4) Registration procedures for attending the Annual General Meeting

(5) Voting by poll

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

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

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

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

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

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