Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2018

Dec 11, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1157)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN by the board of directors (the “ Board ”) of Zoomlion Heavy Industry Science and Technology Co., Ltd. (the “ Company ”) that a class meeting (the “ Class Meeting ”) for the holder of H shares (“ H Shares ”) of 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 Tuesday, 29 January 2019 by way of physical meeting. Details of the Class Meeting are as follows:

SPECIAL RESOLUTION

1. To consider and approve the amendments to the articles of association of the Company as set out in the circular of the Company dated 11 December 2018.

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, 11 December 2018

As at the date of this notice, the executive director of the Company is Dr. Zhan Chunxin; the non-executive directors are Mr. Hu Xinbao and Mr. Zhao John Huan; and the independent non-executive directors are Mr. Zhao Songzheng, Mr. Lai Kin Keung, Ms. Liu Guiliang and Mr. Yang Changbo.

• For identification purpose only

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Notes:

(1) Eligibility for attending the Class Meeting and closure of H share register of members

The H share register of members of the Company will be closed for the purpose of determining H shareholders’ entitlement to attend and vote at the Class Meeting, from Sunday, 30 December 2018 to Tuesday, 29 January 2019 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at the Class Meeting, H 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 17th Floor, Shops 1712–16, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 28 December 2018.

(2) Proxy

• (a) Each shareholder entitled to attend and vote at the 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 authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

• (c) To be valid, for H shareholders, the proxy form and notarised power of attorney or other authorisation 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 Class Meeting (proxy form for use at the Class Meeting is attached herewith). If a shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

(3) Registration procedures for attending the Class Meeting

• (a) A shareholder or his proxy should produce proof of identity when attending the Class Meeting. If a shareholder is a legal entity, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (b) Shareholders intending to attend the Class Meeting in person or by their proxies should complete and return the reply slip for attending the Class Meeting to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) on or before Wednesday, 9 January 2019.

(4) Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the Class Meeting will demand a poll in relation to all the proposed resolutions at the Class Meeting in accordance with the articles of association of the Company.

(5) Miscellaneous

• (a) The Class Meeting is expected to last for no more than half a day. Shareholders (or their proxies) attending the meeting in person are responsible for their own transportation and accommodation expenses.

• (b) The address of Computershare Hong Kong Investor Services Limited is: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

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

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