Zoomlion Heavy Industry Science & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2025

Nov 25, 2025

ZOOMLION
中联重利

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)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

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

$\mathrm{I / W e}^{(N o t e2)}$ ：

address:

being the registered holder(s) of $(^{Note3})$ H share(s) of RMB1.00 each in the share capital of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (the "Company") hereby appoint the Chairman of the meeting

or (Address) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting ("EGM") 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 2:30 p.m. on Thursday, 11 December 2025 and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of EGM ("Notice") and, if no such indications is given, as my/our proxy thinks fit $(^{Note5})$ .

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

Ordinary resolutions		For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the profit distribution plan of the Company for the six months ended 30 June 2025, and to approve the declaration and distribution of an interim dividend in the amount of RMB0.20 per share (inclusive of tax).
2.	To consider and approve the proposed adoption of the amended related party transaction decision-making rules, as set out in appendix I to the Company's circular dated 25 November 2025 (the "Circular").
Special resolutions		For(Note 5)	Against(Note 5)	Abstain(Note 5)
3.	To consider and approve the proposed amendments to the Company's articles of association, as set out in appendix II to the Circular, and to authorise the chairman of the board of directors of the Company (the "Board") and his authorised persons to handle all matters in connection therewith.*
4.	To consider and approve the proposed adoption of the amended procedural rules for shareholders' meetings, as set out in appendix III to the Circular.
5.	To consider and approve the proposed adoption of the amended procedural rules for directors' meetings, as set out in appendix IV to the Circular.
6.	To consider and approve the proposed placing (the "Placing") by the Company of convertible bonds in an aggregate principal amount of up to RMB6 billion (the "Convertible Bonds"), which are convertible into H shares of the Company, and the grant of a specific mandate to the Board to issue the Convertible Bonds and the conversion shares upon conversion of the Convertible Bonds.*
7.	Subject to the passing of relevant resolutions in connection with the Placing, to authorise the Board and the chairman of the Company and his authorised person(s) to deal with any matters related to the Placing and the proposed issuance of Convertible Bonds at their absolute discretion.*

The full text of the resolution is set out in the Notice.

Date: 2025

Signature of shareholder $(^{Note6})$ ：

Notes:

1. Please insert the number of H shares registered in your name(s) to which this EGM proxy form relates. This EGM proxy form will be deemed to relate to such number of shares inserted. If no number is inserted, this EGM 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).
4. 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 EGM 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 EGM proxy form must be duly initiated by the person who signs it.
5. 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 EGM proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice. 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 unrecognisable writing or not casted will be deemed as having been waived by you, and the corresponding vote will be counted as "Abstained".
6. This EGM proxy form must be signed by you or your attorney duly authorised 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 authorised to sign the same. If this EGM proxy form is signed by an attorney duly authorised in writing by the holder of H shares, the power of attorney or other authorisation document under which it is signed must be returned.
7. To be valid, this EGM proxy form together with the power of attorney or other authorisation 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 EGM.
8. 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.
9. Identification documents must be shown by holder(s) of H share(s) or proxies to attend the EGM.

For identification purpose only