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.

CHINA RONGSHENG HEAVY INDUSTRIES GROUP HOLDINGS LIMITED

中 國 熔 盛 重 工 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01101)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''EGM'') of China Rongsheng Heavy Industries Group Holdings Limited (the ''Company'') will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 25 March 2014 at 9 : 30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

''THAT:

ORDINARY RESOLUTION
(a) the creation and issue of seven per cent convertible bonds due 2016 in the aggregate principal amount of HK$1,000,000,000 by the Company (the ''Convertible Bonds''), on and subject to the terms of the Subscription Agreements (as defined in the circular of the Company dated 10 March 2014), be and is hereby approved;
(b) subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of and permission to deal in the Conversion Shares (as defined below), the allotment and issue of new shares upon the exercise of the conversion rights attached to the Convertible Bonds (the ''Conversion Shares'') in the share capital of the Company at the conversion price of HK$1.05 (subject to adjustment in accordance with the terms and conditions of the Convertible Bonds) per Conversion Share be and is hereby approved, and the directors of the Company (the ''Directors'') be and are hereby authorized to allot and issue the Conversion Shares pursuant to and in accordance with the terms and conditions of the Convertible Bonds; and

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(c) any one Director or, if the affixation of the common seal of the Company is necessary, in accordance with the articles of association of the Company, be and is/are hereby authorised for and on behalf of the Company to approve and execute all documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to the matters contemplated in or relating to the issue of the Convertible Bonds, the issue of the Conversion Shares and the transactions contemplated under the Subscription Agreements and completion thereof as he/she/they may consider necessary, desirable or expedient.''
By the Order of the Board China Rongsheng Heavy Industries Group Holdings Limited
LEE Man Yee
Company Secretary
Hong Kong 10 March 2014
Registered Office: Cricket Square Hutchins Drive P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Suites 2505-2508, 25th Floor
Two Exchange Square
8 Connaught Place
Central, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM (or any adjournment thereof) is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

2. Where there are joint holders of shares, any one of such persons may vote at the EGM (or at any adjournment thereof), 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 be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power or authority), must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or at any adjournment thereof).

4. The ordinary resolution set out in this notice shall be decided by poll.

As at the date hereof, the executive directors of the Company are Mr. Chen Qiang (Chairman), Mr. Wu Zhen Guo, Mr. Hong Liang, Mr. Sean S J Wang, Mr. Wang Tao, Mr. Wei A Ning and Ms. Zhu Wen Hua, and the independent non-executive directors of the Company are Mr. Tsang Hing Lun, Mr. Xia Da Wei, Mr. Hu Wei Ping and Mr. Wang Jin Lian.

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