Sany Heavy Equipment International : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCTS

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.

SANY HEAVY EQUIPMENT INTERNATIONAL

HOLDINGS COMPANY LIMITED 三 一 重 裝 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 631)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF FINANCIAL PRODUCTS

SUBSCRIPTION OF FINANCIAL PRODUCTS

Reference is made to the announcement of Company dated 10 September 2019 in relation to three tranches of the Financial Products acquired by the Group from CICC or China Golden Wealth, a wholly-owned subsidiary of CICC.

On 30 October 2019, Sany Marine Heavy Industry entered into the Fourth Subscription Agreement with CICC, pursuant to which Sany Marine Heavy Equipment agreed to subscribe for the Fourth Financial Product launched by CICC, with a principal amount of RMB200 million.

IMPLICATION UNDER THE LISTING RULES

As more than one of the applicable percentage ratios in relation to the subscription of the four tranches of the Financial Products, calculated on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules, exceed 5%, but all the applicable percentage ratios are less than 25%, the subscription of the four tranches of the Financial Products would constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and hence are subject to the notification and announcement requirements set out under Rule 14.34 of the Listing Rules.

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THE SUBSCRIPTION AGREEMENTS

Reference is made to the announcement of Company dated 10 September 2019 in relation to three tranches of the Financial Products acquired by the Group from CICC or China Golden Wealth, a wholly- ownded subsidiary of CICC.

On 30 October 2019, Sany Marine Heavy Industry entered into the Fourth Subscription Agreement with CICC, pursuant to which Sany Marine Heavy Equipment agreed to subscribe for the Fourth Financial Product launched by CICC, with a principal amount of RMB200 million.

The four tranches of the Financial Products are yet to be completed as at the date of this announcement and the Company expects to receive the principals with the expected interest upon the maturity of the underlying Financial Products.

The major terms of the Fourth Subscription Agreement are set out as follows:

Product	Financial Product
Parties	(1) Sany Marine Heavy Industry; and
	(2) CICC
Agreement Date	30 October 2019
Principal amount subscribed (RMB)	200,000,000
Expected maximum annual return rate (%)	5.8%
Investment term	328 days from 30 October 2019 to 22
	September 2020
Subscription date	30 October 2019
Interests calculation	principal amount * expected maximum annual
	return rate * maximum investment day/365
Expected maximum interest to be received upon	10,424,110
maturity (RMB)

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The transactions contemplated under the Fourth Subscription Agreement enable the Group to enjoy higher return than demand deposits generally offered by PRC commercial banks. The Directors are of the view that (i) the transactions contemplated under the Fourth Subscription Agreement provide the Group with a better return than demand deposits generally offered by PRC commercial banks;

1. the transactions contemplated under the Fourth Subscription Agreement were funded from the Group's temporarily idle funds, which would not affect the working capital or the operation of the

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Group; and (iii) the investment return in connection with the transactions contemplated under the Fourth Subscription Agreement increase the Group's earnings. Accordingly, the Directors (including the independent non-executive Directors) believe that the transactions contemplated under the Fourth Subscription Agreement are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

As more than one of the applicable percentage ratios in relation to the subscription of the four tranches of the Financial Products, calculated on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules, exceed 5%, but all the applicable percentage ratios are less than 25%, the subscription of the four tranches of Financial Products would constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and hence are subject to the notification and announcement requirements set out under Rule 14.34 of the Listing Rules.

INFORMATION ON THE GROUP AND SANY MARINE HEAVY INDUSTRY

The Company is an investment holding company and its subsidiaries are principally engaged in the design, manufacturing and sales of roadheader, combined coal mining unit, mining transportation vehicles, port machinery and marine heavy equipment products. Sany Marine Heavy Industry is a wholly-owned subsidiary of the Company.

INFORMATION ON CICC AND CHINA GOLDEN WEALTH

CICC is a company principally engaged in investment banking, equity sales, fixed income, commodities and currencies, wealth management, investment management and relevant financial services, whose shares are listed on the Stock Exchange (Stock Code: 3908). China Golden Wealth is a wholly-owned subsidiary of CICC.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry and based on the public information available to the Company, CICC and its ultimate beneficial owners are third parties independent of each of the Company and its connected persons.

DEFINITIONS

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

"Board"	the board of Directors
"China Golden Wealth"	China Golden Wealth Securities Company Limited* ( 中國中金財富證
	券有限公司), a company established under the laws of the PRC and a
	wholly-owned subsidiary of CICC

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"CICC"	China International Capital Corporation Limited ( 中國國際金融股份有
	限公司), a joint stock limited company incorporated in the PRC and the
	Shares of which are listed on the Stock Exchange (Stock Code: 3908)
"Company"	Sany Heavy Equipment International Holdings Company Limited ( 三一
	重裝國際控股有限公司), a company incorporated with limited liability
	on 23 July 2009 under the laws of the Cayman Islands and the Shares of
	which are listed on the Stock Exchange (Stock Code: 631)
"connected person"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"Financial Products"	the financial products acquired by the Group under the First
	Subscription Agreement, the Second Subscription Agreement, the Third
	Subscription Agreement and the Fourth Subscription Agreement
"First Subscription Agreement"	the subscription agreement entered into by and between Sany Heavy
	Equipment and CICC dated 24 July 2019
"Fourth Subscription	The subscription agreement entered into by and between Sany Marine
Agreement"	Heavy Industry and CICC dated 30 October 2019
"Group"	the Company and its subsidiaries as at the date of this announcement
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"	the People's Republic of China, and for the purpose of this announcement
	only, excluding Hong Kong, the Macao Special Administrative Region of
	the People's Republic of China and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Sany Heavy Equipment"	Sany Heavy Equipment Co . , Ltd . * ( 三一重型裝備有限公司), a
	company established under the laws of the PRC and a wholly-owned
	subsidiary of the Company
"Sany Marine Heavy Industry"	Sany Marine Heavy Industry Co., Ltd.* ( 三一海洋重工有限公司), a
	company established under the laws of the PRC and a wholly-owned
	subsidiary of the Company
"Second Subscription	the subscription agreement entered into by and between Sany Marine
Agreement"	Heavy Industry and CICC dated 29 August 2019

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"Share(s)"	the ordinary share(s) with nominal value of HK$0.1 each in the capital
	of our Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Agreement(s)"	collectively, the First Subscription Agreement, the Second Subscription
	Agreement, the Third Subscription Agreement and the Fourth
	Subscription Agreement

"Third Subscription Agreement" the subscription agreement entered into by and between Sany Heavy Equipment and China Golden Wealth dated 10 September 2019

"%"

per cent

*  for identification purpose only

By the order of the Board

Sany Heavy Equipment International Holdings Company Limited

Liang Zaizhong

Chairman

Hong Kong, 30 October 2019

As at the date of this announcement, the executive Directors are Mr. Liang Zaizhong, Mr. Qi Jian, Mr. Fu Weizhong and Mr. Zhang Zhihong, the non-executive Directors are Mr. Tang Xiuguo and Mr. Xiang Wenbo, and the independent non-executive Directors are Mr. Ng Yuk Keung, Mr. Poon Chiu Kwok and Mr. Hu Jiquan.

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