Zoomlion Heavy Industry Science and Technology : (1) AMENDMENTS TO THE TERMS OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND (2) NOTICE OF EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your H shares in Zoomlion Heavy Industry Science and Technology Co., Ltd.*, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Zoomlion Heavy Industry Science and Technology Co., Ltd.*

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)

(1) AMENDMENTS TO THE TERMS OF

THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

AND

(2) NOTICE OF EGM

A notice convening the EGM to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC on Tuesday, 27 October 2020 at 2:30 p.m. is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form, in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned 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 in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

*For identification purpose only

9 October 2020

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Amendments to the terms of the proposed non-public issuance of A Shares . . . . .	5
3.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
5.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix I - Feasibility analysis report on the use of proceeds of
	the Adjusted Non-public Issuance . . . . . . . . . . . . . . . . .	I-1
Appendix II - Measures on making up diluted returns for the current period
	due to the Adjusted Non-public Issuance . . . . . . . . . . . . . .	II-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)"	domestic share(s) of RMB1.00 each in the share capital of the
	Company which are listed on the Shenzhen Stock Exchange and
	traded in RMB
"Adjusted Non-public Issuance"	the proposed non-public issuance of not more than 1,060,000,000
	A Shares to not more than 35 New Subscribers under the General
	Mandate
"Administrative Measures"	Administrative Measures for the Issuance of Securities by Listed
	Companies 《( 上市公司證券發行管理辦法》)
"AGM"	the annual general meeting of the Company held on Monday, 29
	June 2020 at which, among other things, the General Mandate was
	granted by the Shareholders
"Announcement"	the announcement of the Company dated 29 September 2020 in
	relation to the Adjusted Non-public Issuance
"Articles"	the articles of association of the Company, as amended from time
	to time
"Board"	the board of Directors
"Company"	中聯重科股份有限公司 (Zoomlion Heavy Industry Science and
	Technology Co., Ltd.*), a joint stock company incorporated in the
	PRC with limited liability
"Company Law"	the Company Law the PRC 《( 中華人民共和國公司法》)
"CSRC"	the China Securities Regulatory Commission
"Director(s)"	director(s) of the Company
"EGM"	the extraordinary general 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 2:30 p.m. on Tuesday, 27 October 2020
"General Authorisation"	the authorisation granted by Shareholders at the Company's
	extraordinary general meeting held on Wednesday, 12 August 2020
	to the Board and its authorised persons to handle all matters in
	connection with the Non-public Issuance
"General Mandate"	the general mandate granted by the Shareholders at the AGM to
	the Board to allot, issue and deal with not more than 20% of the
	number of A Shares in issue as at the date thereof

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	DEFINITIONS
"H Share(s)"	overseas listed foreign share(s) of RMB1.00 each in the share
	capital of the Company which are listed on the Hong Kong Stock
	Exchange and traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Implementation Rules"	Implementation Rules of Non-public Issuance of Shares by Listed
	Companies 《( 上市公司非公開發行股票實施細則》)
"Latest Practicable Date"	7 October 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
"New Subscriber(s)"	any specified investor including securities investment fund
	management companies, securities companies, trust companies,
	financial companies, insurance institutional investors, qualified
	foreign institutional investors, Renminbi qualified foreign
	institutional investors who meet the requirements of the CSRC and
	other legal persons, natural persons or other institutional investors
	who meet the requirements of relevant laws and regulations.
	Securities investment fund management companies, securities
	companies, qualified foreign institutional investors and Renminbi
	qualified foreign institutional investors who subscribe with two
	or more products managed by them are treated as one issue target;
	and trust companies as an issue target can only subscribe with their
	own funds
"Non-public Issuance"	the proposed non-public issuance of not more than 1,249,999,998
	A Shares to four subscribers (namely, 馬鞍山懷瑾基石股權投
	資合夥企業（有限合夥）(Maanshan Huaijin Cornerstone Equity
	Investment Partnership (Limited Partnership)*), 太平人壽保險
	有限公司 (Taiping Life Insurance	Co., Ltd.), 海南誠一盛企業
	管理合夥企業（有限合夥）(Hainan	Chengyisheng Enterprise
	Management Partnership (Limited Partnership)*) and 寧波實拓
	企業管理有限公司 (Ningbo Shituo Enterprise Management Co.,
	Ltd.*)) under the General Mandate
"PRC" or "China"	the People's Republic of China excluding, for the purpose of this
	circular only, Hong Kong, Macau Special Administrative Region
	of the PRC and Taiwan region
"RMB"	Renminbi, the lawful currency of the PRC
"Securities Law"	the Securities Law of the PRC 《( 中華人民共和國證券法》)

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