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 to be taken, 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 otherwise transferred all your shares in Coal Mining Machinery Group Company Limited, you should at once hand this circular and the enclosed form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司 (A joint stock limited company incorporated in the People’s Republic of with limited liability) (Stock Code: 00564)

ELECTION OF DIRECTORS FOR THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY ELECTION OF SUPERVISORS REPRESENTING SHAREHOLDERS FOR THE THIRD SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY EXTENSION OF GUARANTEE GRANTED FOR A WHOLLY-OWNED SUBSIDIARY IN HONG KONG AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015

Zhengzhou Coal Mining Machinery Group Company Limited will convene the EGM at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Province, the PRC at 9:30 a.m. on Tuesday, 10 February 2015. Notice of the EGM is set out in this circular. Reply slip and form of proxy for the use at the EGM are enclosed and also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zzmj.com). If you intend to attend the EGM in person or by proxy, please complete the enclosed reply slip in accordance with the instructions printed thereon and return the same on or before Wednesday, 21 January 2015 by personal delivery, mail or facsimile, to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Any Shareholder who intends to appoint a proxy to attend the EGM shall complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for holding such meeting or (if appropriate) any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

24 December 2014 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 3

Notice of First Extraordinary General Meeting of 2015 ...... 18 DEFINITIONS

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

“EGM” the extraordinary general meeting of the Company to be held at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:30 a.m. on Tuesday, 10 February 2015 or any adjournment thereof

“Articles of Association” the Articles of Association of Zhengzhou Coal Mining Machinery Group Company Limited

“A Share(s) “ domestic ordinary share(s) with a par value of RMB1.00 each issued by the