Zoomlion Heavy Industry Science and Technology : NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN by the board (the "Board") of directors (the "Directors") of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (the "Company") that the extraordinary general meeting of the Company (the "EGM") will be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the People's Republic of China ("PRC") at 2:30 p.m. on Tuesday, 27 October 2020 by way of physical meeting. Details of the EGM are as follows:

SPECIAL RESOLUTIONS

1. To consider and approve the Adjusted Non-public Issuance (as defined in the Company's circulated dated 9 October 2020):

1. class and nominal value of shares to be issued;
2. issue method and time;
3. target subscribers and subscription method;
4. issue price and pricing principles;
5. issue size;
6. lock-upperiod;
7. arrangement of accumulated profit distribution prior to completion of the issuance;
8. listing venue;
9. use of proceeds; and

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1. 1. validity period of the resolution.
2. To consider and approve the proposal for the Adjusted Non-public Issuance.
3. To consider and approve the feasibility analysis report on the use of proceeds of the Adjusted Non-public Issuance.
4. To consider and approve the measures on making up diluted returns for the current period due to the Adjusted Non-public Issuance.
5. To consider and approve the authorisation to the Board and its authorised person(s) to handle all matters relating to the Adjusted Non-public Issuance within the scope permitted by the relevant laws and regulations at their discretion.

By order of the Board

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

Zhan Chunxin

Chairman

Changsha, the PRC, 9 October 2020

As at the date of this notice, 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

Notes:

1. Eligibility for Attending the EGM and closure of H shares 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 EGM, from Friday, 23 October 2020 to Tuesday, 27 October 2020 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at the EGM, 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 Thursday, 22 October 2020.
2. Proxy
3. 1. Each shareholder entitled to attend and vote at the EGM 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.
   2. 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.
   3. 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 EGM (proxy form for use at the EGM is attached herewith). If a shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.

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1. Registration procedures for attending the EGM
   A shareholder or his proxy should produce proof of identity when attending the EGM. 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 EGM 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.
2. 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 EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with the Company's articles of association.
3. Miscellaneous
4. 1. The EGM 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.
   2. The address of Computershare Hong Kong Investor Services Limited is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
   3. The registered office of the Company is: No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC.
      Telephone: [phone]. Fax: [phone]. Email: [e-mail].

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