Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2016

Jun 13, 2016

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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)

NEW PROXY FORM FOR THE H SHARES CLASS MEETING

Number of H shares to which this new proxy form relates (Note 1)

(Note 2) I/We : Address: , being the registered holder(s) of (Note 3) H shares of RMB1.00 each in the share capital of Zoomlion Heavy Industry Science and Technology Co., Ltd. (the “ Company ”) hereby appoint the Chairman of (Note 4) the meeting or of (Address) (Note 4) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the H Shares Class Meeting (“ Meeting ”) 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 at 3:30 p.m. on Wednesday, 29 June 2016 and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of H Shares Class Meeting (“ Notice ”) and the supplemental notice of H Shares Class Meeting (Note 5) (“ Supplemental Notice ”), and, if no such indications is given, as my/our proxy thinks fit .

Note: Holders of H Shares should read the contents of the relevant resolutions contained in the Notice and the Supplemental Notice carefully before exercising your vote on the below resolutions.

Special Resolution	Special Resolution	For (Note 5)	Against (Note 5)	Abstain (Note 5)
1.	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 not higher 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

Special Resolution	Special Resolution	For (Note 5)	Against (Note 5)	Abstain (Note 5)
	(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; and (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.
2.	To consider and approve the amendments to certain provisions in the Articles of Association of the Company as set out in the circular of the Company dated 12 May 2016.
3	To consider and approve the resolution for the general mandate to repurchase a portion of A Shares of the Company, including:
	(1) Purpose of the repurchase of A Shares;
	(2) Use of the repurchase of A Shares;
	(3) Method of repurchase of A Shares;
	(4) Price range of the repurchase of A Shares;
	(5) Type, amount, quantity of Shares to be repurchased and the percentage to the total share capital;
	(6) Implementation period of the repurchase of A Shares;
	(7) Source of funds for the repurchase;
	(8) Effective period of the resolutions passed at the shareholders’ meeting; and
	(9) Authorize the Board of Directors to, upon consent of the Board, authorize Mr. Zhan Chunxin, the Chairman, or any person authorized by him, to repurchase part of the public shares of Class A of the Company as and when appropriate at a repurchase price of not more than RMB5.21 (inclusive) per A Share for a total amount of not more than RMB1 billion (inclusive), subject to laws and regulations and the market situation. Details of the authorization include, without limitation: (i) formulation of a specific repurchase proposal; (ii) preparation of, supplement and amendment to, signing and filing and execution and submission of, the submission documents; (iii) determination of the timing, pricing and quantity for the repurchase according to the actual conditions, and the implementation of the repurchase proposal; (iv) cancellation of the repurchased shares;

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Special Resolution For (Note 5) Against (Note 5) Abstain (Note 5)
(v) amendment to the Articles of Association governing the
registered capital, total share capital and shareholding
structure according to the actual conditions of the
repurchase, and obtaining of approval from the relevant
commercial authorities and filing of the industrial and
commercial registrations;
(vi) notification to and communication with the creditors for
the disposal of liabilities;
(vii) adjustment to the repurchase proposal according to such
provisions or requirements by the regulatory authorities
and such market conditions as maybe newly promulgated
by the regulatory authorities or changed prior to the
implementation of the repurchase;
(viii) handling of other matters incidental to the repurchase in
accordance with relevant requirements; and
(ix) the authorization is effective for 12 months from the
date on which this resolution on the repurchase of public
shares of the Company is passed at the general meeting.
4 To consider and approve the plan for the general mandate to
repurchase a portion of A Shares of the Company.
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Date:

(Note 6) Signature of shareholder :

2016

Notes:

1. Please insert the number of H shares registered in your name(s) to which this new proxy form relates. This new proxy form will be deemed to relate to such number of shares inserted. If no number is inserted, this new proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English) and address(es) as shown in the register of members of the Company in block letters . 3. Please insert the number of shares registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, delete the words “ the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. The appointed proxy need not be a shareholder of the Company, provided that the proxy shall attend the Meeting in person on behalf of the shareholder. In the event that a shareholder appoints more than one proxy to attend the meeting, such proxies may only exercise their voting rights by poll. Any alteration made to this new proxy form must be duly initiated by the person who signs it .

4. Important: if you wish to vote for any resolution, please tick in the box marked “ For ”. If you wish to vote against any resolution, please tick in the box marked “ Against ”. If you wish to abstain for vote, please tick in the box marked “ Abstain ”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this new proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the meeting. You should give your direction as any one of the following: “For”, “Against” or “Abstained”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you, and the corresponding vote will be counted as “Abstained”.

5. This new proxy form must be signed by you or your attorney duly authorized in writing or, in the case of the holder of H shares being a legal entity, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this new proxy form is signed by an attorney duly authorized in writing by the holder of H shares, the power of attorney or other authorization document under which it is signed must be notarized.

6. To be valid, this new proxy form together with the power of attorney or other authorization document (if any) must be delivered to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for holding the Meeting.

7. In the case of joint holders of any H share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted.

8. IMPORTANT: A holder of H Shares who has not yet lodged the Old H Shares Class Meeting Proxy Form with the Company’s H Share registrar is requested to lodge the New H Shares Class Meeting Proxy Form if he or she wishes to appoint proxies to attend the AGM on his or her behalf. In this case, the Old H Shares Class Meeting Proxy Form should not be lodged with the Company’s H Share registrar.

9. IMPORTANT: For holders of H Shares who have already lodged the Old H Shares Class Meeting Proxy Form with the Company’s H Share registrar should note that:

10. (i) If the Old H Shares Class Meeting Proxy Form is lodged with the Company’s H Share registrar, the Old H Shares Class Meeting Proxy Form will be treated as invalid. A holder of H Shares is requested to lodge the New AGM Proxy Form if he or she wishes to appoint proxies to attend the AGM on his or her behalf.

11. (ii) If the New H Shares Class Meeting Proxy Form is lodged with the Company’s H Share registrar before Closing Time, the New H Shares Class Meeting Proxy Form will revoke and supersede the Old H Shares Class Meeting Proxy Form previously lodged by him or her. The New H Shares Class Meeting Proxy Form will be treated as a valid proxy form lodged by the holder of H Shares if correctly completed.

12. (iii) If the New H Shares Class Meeting Proxy Form is lodged with the Company’s H Share registrar after the Closing Time, the New H Shares Class Meeting Proxy Form will be invalid. However, it will revoke the Old H Shares Class Meeting Proxy Form previously lodged by the holders of H Shares, and any vote that may be cast by the purported proxy (whether appointed under the Old H Shares Class Meeting Proxy Form or the New H Shares Class Meeting Proxy Form) will not be counted in any poll which may be taken on a proposed resolution. Accordingly, holders of H Shares are advised not to lodge the New H Shares Class Meeting Proxy Form after the Closing Time. If such holders of H Shares wish to vote at the H Shares Class Meeting, they will have to attend in person and vote at the H Shares Class Meeting themselves. Holders of H Shares are reminded that completion and delivery of the Old H Shares Class Meeting Proxy Form and/or the New H Shares Class Meeting Proxy Form will not preclude holders of H Shares from attending and voting in person at the H Shares Class Meeting or at any adjournment thereof should they so wish.

13. Identification documents must be shown by H shareholder(s) or proxies to attend the Meeting.

14. Unless otherwise defined in this proxy form, capitalised terms used in this proxy form shall have the same meanings as those defined in the circulars issued by the Company dated 12 May 2016 and 13 June 2016.