Zoomlion Heavy Industry Science and Technology : PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

(Note 5).

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)
I/We (Note 2):		,
address:				,
being the registered holder(s) of (Note 3)				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 (Note 4)

of

(address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the "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 Tuesday, 27 October 2020 and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of EGM (the "Notice"), and, if no such indications is given, as my/our proxy thinks fit

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.

		Special Resolutions		For (Note 5)	Against (Note 5)	Abstain (Note 5)
1.	To consider and approve the Adjusted Non-public Issuance (as defined
	in the circular of the Company 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-up period;
	(7)	arrangement of accumulated profit distribution prior to
		completion of the issue;
	(8)	listing venue;
	(9)	use of proceeds; and
	(10) 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.
Date:			2020	Signature of shareholder (Note 6):

* For identification purpose only

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 notarised.
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.