Zoomlion Heavy Industry Science and Technology : INSIDE INFORMATION - PROPOSED DISPOSAL OF A SHARES BY SUPERVISOR AND SENIOR MANAGEMENT OF THE COMPANY

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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)

(Stock Code: 1157)

INSIDE INFORMATION

PROPOSED DISPOSAL OF A SHARES BY SUPERVISOR

AND SENIOR MANAGEMENT OF THE COMPANY

This announcement is made by the board (the "Board") of directors of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (中聯重科股份有限公司) (the "Company") pursuant to Rule

13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company recently received a notification from Mr. He Jianming, a supervisor of the Company, Mr. Xiong Yanming, Mr. Sun Changjun, Mr. Guo Xuehong, Ms. Fu Ling and Ms. Du Yigang, each being a vice president of the Company, Mr. Wang Yongxiang, Mr. Luo Kai, Mr. Tian Bing and Mr. Tang Shaofang, each being an assistant president of the Company, and Mr. Shen Ke, investment director of the Company, respectively, regarding their proposed disposal of A shares in the Company (the "Relevant Persons"). The Relevant Persons intend to reduce their shareholding in the Company by way of centralised bidding or block trade within a 6-month period after 15 trading days from the date of this announcement (except no disposal of shares will take place during the black-out period as prescribed by laws and regulations). In the year 2019, the total number of A shares subject to disposal will not exceed 7,737,600 A shares, representing 0.0983% of the total share capital of the Company. Subject to the completion in full of such disposal in 2019, the total number of A shares subject to disposal in the year 2020 will not exceed 5,803,400 A shares, representing 0.0737% of the total share capital of the Company. The Company hereby announces

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the following relevant details in accordance with the Guidelines for the Standard Operation of Listed Companies on the Main Board of the Shenzhen Stock Exchange, the Several Regulations on the Reduction in Shareholding by Shareholders, Directors, Supervisors and Senior Management of Listed Companies, and the Detailed Implementation Rules on the Reduction in Shareholding by Shareholders, Directors, Supervisors and Senior Management of the Listed Companies of the Shenzhen Stock Exchange:

1. Shareholding of the Relevant Persons

		Number of	Shareholding
Name	Title	A shares held	(%)
He Jianming	Supervisor	1,681,947	0.0214%
Xiong Yanming	Vice President	4,143,830	0.0526%
Sun Changjun	Vice President	3,584,825	0.0455%
Guo Xuehong	Vice President	3,821,145	0.0485%
Fu Ling	Vice President	3,032,397	0.0385%
Du Yigang	Vice President	3,235,142	0.0411%
Wang Yongxiang	Assistant President	1,400,000	0.0178%
Luo Kai	Assistant President	1,450,000	0.0184%
Tian Bing	Assistant President	1,960,000	0.0249%
Tang Shaofang	Assistant President	1,400,000	0.0178%
Shen Ke	Investment Director	5,244,644	0.0666%

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1. Details of the proposed disposal of A shares
2. 1. Reasons for the proposed disposal of A shares: To satisfy fund arrangement requirements of the respective individuals.
   2. Source of shares: A shares acquired from secondary market, restricted A shares received pursuant to the Company's restricted A share incentive scheme, and shares received pursuant to the exercise of share option(s).
   3. Method of disposal: Centralised bidding or block trade.
   4. Number of shares and percentage subject to disposal: A. In the year 2019

	Maximum number of
	A shares subject to
	the proposed	Percentage to the
Name of shareholder	disposal	total share capital
He Jianming	420,300 shares	0.0053%
Xiong Yanming	1,035,800 shares	0.0132%
Sun Changjun	896,100 shares	0.0114%
Guo Xuehong	955,200 shares	0.0121%
Fu Ling	758,000 shares	0.0096%
Du Yigang	808,700 shares	0.0103%
Wang Yongxiang	350,000 shares	0.0044%
Luo Kai	362,500 shares	0.0046%
Tian Bing	490,000 shares	0.0062%
Tang Shaofang	350,000 shares	0.0044%
Shen Ke	1,311,000 shares	0.0167%

Note: If the above shareholders do not dispose the maximum number of shares in 2019 as stipulated above, they will dispose the remaining shares held by them in 2020.

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B. In the year 2020

If the Relevant Persons dispose the maximum number of A shares available for disposal in the year 2019, the number of A shares and percentage subject to disposal in the year

2020 are as follows:

	Maximum number of
	A shares subject to
	the proposed	Percentage to the
Name of shareholder	disposal	total share capital
He Jianming	315,300 shares	0.0040%
Xiong Yanming	776,900 shares	0.0099%
Sun Changjun	672,100 shares	0.0085%
Guo Xuehong	716,400 shares	0.0091%
Fu Ling	568,500 shares	0.0072%
Du Yigang	606,600 shares	0.0077%
Wang Yongxiang	262,500 shares	0.0033%
Luo Kai	271,800 shares	0.0035%
Tian Bing	367,500 shares	0.0047%
Tang Shaofang	262,500 shares	0.0033%
Shen Ke	983,300 shares	0.0125%

1. 1. Period of reduction in shareholding: Reduction in shareholding, if by way of centralised bidding through the stock exchange, will be conducted during the 6-month period after 15 trading days from the date of this announcement (except no disposal of shares will take place during the black-out period as prescribed by laws and regulations).
   2. Price of A shares to be disposed: Determined according to the market price prevailing at the time of disposal.
2. Relevant undertakings and their performance

Each of the Relevant Persons undertakes that the number of A shares to be disposed of by him/her per year during his/her term of office will not exceed 25% of the total number of shares held by him/her in the Company, and he/she will not dispose of any of his/her shares in the Company within 6 months after the date of his/her cessation of employment with the Company.

As of the date of this announcement, each of the Relevant Persons has strictly complied with the above undertaking. The proposed disposal of A shares in the Company does not violate such lock-up undertaking. They will continue to strictly comply with the relevant requirements governing reduction in shareholding and the relevant undertaking.

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IV. Potential risks to the Company

As of the date of the announcement, the Relevant Persons are neither controlling shareholders nor actual controllers of the Company. The proposed reduction in shareholding is solely for the purpose of satisfying the fund arrangement requirements of the respective individuals. Since the number of shares subject to the proposed disposal by the Relevant Persons and the respective percentages these bear to the total share capital of the Company are relatively insignificant, such reduction, if implemented, will neither lead to risk of change in control of the Company, nor have any effect on the corporate governance structure and the future sustainable operation of the Company.

The Relevant Persons will determine whether to proceed with the proposed disposal according to factors such as market conditions and share price of the Company, etc. Since there is uncertainty relating to the timing of the proposed disposal and price of shares to be disposed of and whether the proposed disposal can be completed as contemplated, the Company will make further announcement(s) to disclose the progress of the proposed disposal in accordance with the relevant requirements.

By order of the Board

Zoomlion Heavy Industry Science and Technology Co., Ltd.*

Zhan Chunxin

Chairman

Changsha, PRC, 5 December 2019

As at the date of this announcement, the executive Director is Dr. Zhan Chunxin; the non-executive Directors are Mr. He Liu 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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