clarification announcement and resumption of trading - Zoomlion

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Jan 27, 2016 - Hong Kong Exchanges and Clearing Limited and The Stock ... also obtained financing support from certain f
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

CLARIFICATION ANNOUNCEMENT AND RESUMPTION OF TRADING CLARIFICATION OF PRESS ARTICLES This announcement is made by Zoomlion Heavy Industry Science and Technology Co., Ltd. (the “Company”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) and Part XIVA of the Securities and Future Ordinance. The Company has noted certain press articles stating that Terex Corporation (“Terex”), an American company listed on the New York Stock Exchange which engages in crane and construction machinery production business, has recently received an acquisition proposal from the Company for the acquisition of issued shares in Terex (the “Proposed Transaction”). The Company wishes to make the following clarifications: 1 The Company did, in the past few months, engage in discussions with Terex regarding the Proposed Transaction, and has made a non-binding acquisition proposal to the board of directors of Terex. 2 The Company considers the Proposed Transaction to be a good opportunity for the strategic transformation of the Company, the extension and upgrading of its industrial chain and the creation of international synergy between its productivity and production costs. In addition, the Company considers the Proposed Transaction to be beneficial to the Company’s globalisation strategy and for enhancing the performance of the Company. 3 The Company has obtained an overseas acquisition report confirmation letter from the relevant PRC governmental authority in connection with the Proposed Transaction. The Company has also obtained financing support from certain financial institutions for the Proposed Transaction. The Company will continue to actively proceed with the Proposed Transaction.

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4 As at the date of this announcement, the Company is still in discussions with Terex regarding the Proposed Transaction. The Company and Terex have only signed a confidentiality agreement in respect of the Proposed Transaction and no other binding agreement has been entered into in relation to the Proposed Transaction. The Company is currently unable to predict whether the Proposed Transaction will materialize. The Proposed Transaction, if it materializes, would constitute a notifiable transaction of the Company under the Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate.

RESUMPTION OF TRADING At the request of the Company, trading in the shares of the Company on the Stock Exchange has been halted from 9:30 a.m. on 27 January 2016 pending release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:00 a.m. on 28 January 2016. The Company wishes to emphasize that no binding agreement in relation to the Proposed Transaction has been entered into as at the date of this announcement and the negotiation in respect of the Proposed Transaction may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board Zoomlion Heavy Industry Science and Technology Co., Ltd.* Zhan Chunxin Chairman Hong Kong, 27 January 2016 As at the date of this announcement, the executive director of the Company is Dr. Zhan Chunxin; the non-executive directors are Mr. Hu Xinbao and Mr. Zhao John Huan; and the independent non-executive directors are Mr. Zhao Songzheng, Mr. Lai Kin Keung and Ms. Liu Guiliang. *   For identification purpose only

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