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

Jun 4, 2025

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

ZOOMLION

中联重训

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 (the "Board") of directors of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (the "Company") that the annual general meeting of the Company (the "AGM") will be held at Multifunction Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 2:30 p.m. on Thursday, 26 June 2025 by way of physical meeting. Details of the AGM are as follows:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the Board for the year 2024.
2. To consider and approve the report of the Company's supervisory board for the year 2024.
3. To consider and approve the report of the Company's settlement accounts for the year 2024.
4. To consider and approve the full text and the summary of the annual report of the Company's A shares for the year 2024.
5. To consider and approve the annual report of the Company's H shares for the year 2024.
6. To consider and approve the Company's profit distribution plan for the year 2024, and to approve the declaration and distribution of a final dividend in the amount of RMB0.30 per share (inclusive of tax).
7. To consider and approve the reappointment of the Company's auditors for the year 2025.

(1) To consider and approve the reappointment of KPMG Huazhen Certified Public Accountants (Special General Partnership) as the Company's domestic auditor and internal control auditor for the year ending 31 December 2025.

---

(2) To consider and approve the reappointment of KPMG as the Company's international auditor for the year ending 31 December 2025.

(3) To authorise the audit committee of the Board to determine the principles of fixing the respective remunerations of the Company's domestic and international auditors and to authorise the Company's management to determine the actual remuneration payable to the Company's domestic and international auditors based on the agreed principles.

1. To consider and approve the application by the Company to relevant financial institutions for general credit facilities and financing with a total credit limit up to RMB200 billion and to authorise the chairman of the Board and his authorised persons to execute on behalf of the Company and its subsidiaries the facility contracts and other relevant finance documents with relevant financial institutions, and to allocate the credit limit available to the Company to its subsidiaries for their respective uses.

2. To consider and approve Zoomlion Heavy Industry Science and Technology Anhui Industrial Vehicles Co. Ltd.* ("Zoomlion Industrial Vehicles"), a subsidiary of the Company, to engage in business with its distributors supported by financial institutions through banker's acceptance secured by goods and to provide external guarantees with a limit of up to RMB50 million for a maximum term of six months, and to authorise the management of Zoomlion Industrial Vehicles to execute on behalf of Zoomlion Industrial Vehicles the relevant cooperation agreements in respect of such business.

3. To consider and approve Zoomlion Agricultural Machinery Co., Ltd.* ("Zoomlion Agricultural Machinery"), a subsidiary of the Company, to engage in financial business with relevant financial institutions and downstream customers and to provide external guarantees with a limit of up to RMB1 billion, and to authorise the management of Zoomlion Agricultural Machinery to execute on behalf of Zoomlion Agricultural Machinery the relevant cooperation agreements in respect of such business.

4. To consider and approve the provision of guarantees up to a maximum aggregate amount of RMB33.4 billion by the Company in favour of 46 subsidiaries, and to authorise the Board or any person authorised by the Board to adjust the available guarantee amount between the guaranteed parties subject to the satisfaction of the conditions set out in the Company's circular dated 4 June 2025 (the "Circular").

5. To consider and approve the carrying out of low risk investments and financial management by the Company up to a maximum amount of RMB8 billion, and to authorise the chairman of the Board to make all investment decisions (subject to the aforesaid limit) and to execute relevant contracts and agreements.

6. 2 -

---

1. To consider and approve the Company’s investment in financial derivatives with a principal amount of not more than RMB13 billion, and to authorise the chairman of the Board and his authorised persons to make all investment decisions (subject to the aforesaid limit) and to execute relevant contracts and agreements.

2. To consider and approve the authorisation to Hunan Zoomlion Intelligent Aerial Work Machinery Co., Ltd.* (“Zoomlion Aerial Machinery”), a subsidiary of the Company, to provide external guarantees with a limit of up to RMB1 billion for equipment leasing customers (each guarantee being subject to a term as agreed between Zoomlion Aerial Machinery and the relevant equipment leasing company), and to authorise the management of Zoomlion Aerial Machinery to execute on behalf of Zoomlion Aerial Machinery the relevant cooperation agreements in respect of such business.

3. To consider and approve the authorisation to Zoomlion Aerial Machinery to provide external guarantees with a limit of up to RMB5 billion for customers for the purpose of financial business (each guarantee being subject to the same term as applicable to the corresponding business facility), and to authorise the management of Zoomlion Aerial Machinery to execute on behalf of Zoomlion Aerial Machinery the relevant cooperation agreements in respect of such business.

4. (a) To consider and approve Zoomlion Finance and Leasing (China) Co., Ltd. (“Zoomlion Finance and Leasing (China)”), as original owner, to initiate the establishment of an asset-backed security plan of not more than RMB4 billion on a stock exchange in the PRC; to approve Zoomlion Finance and Leasing (China) to undertake the obligations to top up payment shortfall(s) under the asset-backed security plan; and to approve the Company to provide a guarantee in favour of Zoomlion Finance and Leasing (China) for undertaking such top-up obligations.

(b) To consider and approve Zoomlion Finance and Leasing (China), as issuer, to issue credit bonds of not more than RMB1 billion, including but not limited to the issue of corporate bonds on a stock exchange in the PRC or the issue of (super) short-term commercial papers or medium-term notes in the interbank market; and to approve the Company to provide a full and irrevocable joint and several liability guarantee in favour of Zoomlion Finance and Leasing (China) for issuing credit bonds of not more than RMB1 billion.

(c) To authorise the chairman of the Board or his authorised persons to determine and deal with, at his/their sole discretion, matters in connection with the issue of asset-backed securities and credit bonds under the proposed issuances above, including but not limited to determining the place and timing of issue; form of issue; issue structure; offer size; tranches of issue; interest rate; actual use of proceeds; signing necessary documents if required; appointing intermediaries such as underwriters, credit rating agencies, certified public accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required.

• 3 -

---

SPECIAL RESOLUTIONS

1. To consider and approve the continuing development by the Company of its mortgage-funded, finance leasing, business factoring and buyer’s credit businesses and to provide buy-back guarantees for such businesses of up to a maximum amount of RMB42 billion.

2. To authorise the chairman of the Board or his authorised persons to determine and deal with, at his/their sole discretion, matters in connection with the issue of super short-term commercial paper of not more than RMB12 billion in aggregate, including but not limited to determining the timing of the issue; form of issue; size of issue; tranches of issue; interest rate; actual use of proceeds; signing necessary documents if required; appointing intermediaries such as underwriters, credit rating agencies, certified public accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required.

3. To authorise the chairman of the Board or his authorised persons to determine and deal with, at his/their sole discretion, matters in connection with the issue of medium-term notes of not more than RMB5 billion in aggregate for financing, including but not limited to determining the timing of the issue; form of issue; lead underwriter; size of issue; tranches of issue; interest rate; actual use of proceeds; signing necessary documents if required; appointing intermediaries such as underwriters, credit rating agencies, certified public accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required.

4. To authorise the chairman of the Board or his authorised persons to determine and deal with, at his/their sole discretion, matters arising in the course of issue, establishment and subsistence of asset-backed securities of not more than RMB10 billion in aggregate, including but not limited to determining the place and timing of issue; form of issue; structure of transaction; size of issue; tranches of issue; interest rate; actual use of proceeds; detailed arrangement regarding the subscription for subordinated notes; signing necessary documents if required; appointing relevant intermediaries such as underwriters, credit rating agencies, public accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required.

5. 4 -

---

1. To consider and approve the authorisation to the chairman of the Board or his authorised persons to determine, at his/their sole discretion, matters in connection with:

(a) the registration of debt financing instrument under the registration for the “Centralised Registration for Issue of Debt Financing Instrument (“DFI”) of the National Association of Financial Market Institutional Investors (“NAFMII”), including but not limited to signing necessary documents if required; appointing intermediaries such as registration agencies, credit rating agencies, accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required; and

(b) the issue of debt securities under the above DFI within the limit approved by the NAFMII, including but not limited to determining the timing of the issue; form of issue; underwriter; size of issue; tranches of issue; interest rate; actual use of proceeds; signing necessary documents if required; appointing intermediaries such as underwriters, credit rating agencies, accounting firms and law firms; and completing necessary formalities and taking such other relevant actions as required.

By order of the Board

Zoomlion Heavy Industry Science and Technology Co., Ltd.*
Zhan Chunxin
Chairman

Changsha, the PRC, 4 June 2025

As at the date of this notice, the executive director of the Company is Dr. Zhan Chunxin; the non-executive directors are Mr. He Liu and Mr. Wang Xianping; and the independent non-executive directors are Mr. Zhang Chenghu, Mr. Huang Guobin, Mr. Wu Baohai and Ms. Huang Jun.

• For identification purpose only

---

Notes:

(1) Eligibility for attending the AGM 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 entitlement of holders of H shares to attend and vote at the AGM, from Monday, 23 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at the AGM, holders of H shares 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 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025.

(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 RMB0.30 per share (inclusive of tax), amounting to in aggregate approximately RMB2,603 million. If the dividend is declared to be distributed upon the approval of ordinary resolution no. 6 by the shareholders at the AGM, the final dividend is expected to be paid by Friday, 25 July 2025 to holders of H shares whose names appear on the Company’s H share register of members at the close of business on Tuesday, 8 July 2025. Payment of the final dividend to certain shareholders is subject to withholding tax. Please refer to the Circular for information about the applicable withholding tax and related tax regulations.

The Company’s H share register of members will be closed from Thursday, 3 July 2025 to Tuesday, 8 July 2025 (both days inclusive) for the purpose of determining entitlement of holders of H shares to the final dividend, during which period no transfer of shares will be registered. In order to be entitled to the dividend, holders of H shares 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 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Wednesday, 2 July 2025.

(3) Proxy

a. Each shareholder entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder.

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 holders of H shares, 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 AGM (proxy form for use at the AGM 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 AGM

A shareholder or his proxy should produce proof of identity when attending the AGM. 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 AGM 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.

(5) Voting by poll

According to Rule 13.39(4) of 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 AGM will demand a poll in relation to all the proposed resolutions at the AGM in accordance with the Company’s articles of association.

• 6 -

---

(6) Miscellaneous

a. The AGM 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.

• 7 -