Zhengzhou Coal Mining Machinery : NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021

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.

Zhengzhou Coal Mining Machinery Group Company Limited ቍψ๩ᘤዚ૛ණྠٰ΅Ϟࠢʮ̡

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00564)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021

NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2021 (the "EGM") of Zhengzhou Coal Mining Machinery Group Company Limited (ቍψ๩ᘤዚ૛ණ ྠٰ΅Ϟࠢʮ̡) (the "Company") will be convened at the Convention Centre, Office Building of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:00 a.m. on Wednesday, 31 March 2021 for the following purposes:

SPECIAL RESOLUTION

1. Resolution on Amendments to the Articles of Association and the Procedural Rules for

Shareholders' General Meetings, considered and approved at the 30th meeting of the fourth session of the Board of Directors of the Company

• 1.1 To consider and approve the amendments to the Articles of Association

• 1.2 To consider and approve the amendments to the Procedural Rules for Shareholders' General Meetings

ORDINARY RESOLUTIONS

2. To consider and approve the resolution on the election of non-independent Directors for the fifth session of the Board of Directors of the Company, with the following items to be voted upon separately:

• 2.1 To consider and approve the election of Jiao Chengyao as an executive Director for the fifth session of the Board of Directors of the Company

• 2.2 To consider and approve the election of Xiang Jiayu as an executive Director for the fifth session of the Board of Directors of the Company

• 2.3 To consider and approve the election of Fu Zugang as an executive Director for the fifth session of the Board of Directors of the Company

• 2.4 To consider and approve the election of Wang Xinying as an executive Director for the fifth session of the Board of Directors of the Company

• 2.5 To consider and approve the election of Cui Kai as a non-executive Director for the fifth session of the Board of Directors of the Company

• 2.6 To consider and approve the election of Yang Dongsheng as a non-executive Director for the fifth session of the Board of Directors of the Company

• 3. To consider and approve the resolution on the election of independent Directors for the fifth session of the Board of Directors of the Company, with the following items to be voted upon separately:

  • 3.1 To consider and approve the election of Cheng Jinglei as an independent non-executive Director for the fifth session of the Board of Directors of the Company

  • 3.2 To consider and approve the election of Ji Feng as an independent non-executive Director for the fifth session of the Board of Directors of the Company

  • 3.3 To consider and approve the election of Guo Wenqing as an independent non-executive Director for the fifth session of the Board of Directors of the Company

  • 3.4 To consider and approve the election of Fang Yuan as an independent non-executive Director for the fifth session of the Board of Directors of the Company

• 4. To consider and approve the resolution on the election of Shareholder representative supervisor for the fifth session of the board of supervisors of the Company, with the following items to be voted upon separately:

  • 4.1 To consider and approve the election of Cheng Xiangdong as a Shareholder representative supervisor for the fifth session of the board of supervisors of the Company

  • 4.2 To consider and approve the election of Wang Yue as a Shareholder representative supervisor for the fifth session of the board of supervisors of the Company

  • 4.3 To consider and approve the election of Zhang Yonglong as a Shareholder representative supervisor for the fifth session of the board of supervisors of the Company

  • 4.4 To consider and approve the election of Cui Zonglin as a Shareholder representative supervisor for the fifth session of the board of supervisors of the Company

CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 26 March 2021 to Wednesday, 31 March 2021 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the register of members of the Company on Friday, 26 March 2021 shall be to attend and vote at the EGM. Any H shareholders who intend to attend and vote at the EGM are required to deposit all transfer documents together with relevant H Share certificates at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 25 March 2021.

By order of the Board

Zhengzhou Coal Mining Machinery Group Company Limited

Jiao Chengyao

Chairman

Zhengzhou, PRC, 16 March 2021

As at the date of this announcement, the executive directors of the Company are Mr. JIAO Chengyao, Mr. JIA Hao, Mr. XIANG Jiayu, Mr. FU Zugang, Mr. WANG Xinying and Mr. WANG Bin and the independent non-executive directors are Mr. JIANG Hua, Mr. LI Xudong and Mr. Cheng Jinglei.

Notes:

• (1) All votes of resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zmj.com) in accordance with the Listing Rules.

• (2) Any shareholders entitled to attend and vote at the EGM can appoint one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of Shares in respect of which each proxy is so appointed.

• (3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the Shareholder or his/her/its attorney who has been authorised in writing. If the Shareholder is a corporation, the form of proxy shall be affixed with the corporation's seal or signed by its director, or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the Shareholder, the power of attorney or other authorisation document shall be notarised. For H Shareholders, the aforementioned documents must be lodged with the 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 appointed for holding the EGM (i.e. 9:00 a.m. on Tuesday, 30 March 2021 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument for appointing a proxy shall be deemed to be revoked.

• (4) Shareholders shall produce their identification documents when attending the EGM.

• (5) If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate Shareholder attends the EGM, such representative shall produce his/her identification document and the notarised copy of the resolution passed by the Board of Directors or other authority or other notarised copies of any authorisation documents issued by such corporate Shareholder.

• (6) The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.

• (7) Contact information of the Company:

Address:	Zhengzhou Coal Mining Machinery Group Company Limited,
No. 167, 9th Street, Econ-Tech Development Zone,
Zhengzhou, Henan Province, the PRC
Postal Code:	450016
Telephone:	86-371-6789 1199
Contact Person:	Mr. XI Zhipeng
Facsimile:	86-371-6789 1000
-4-