Sany Heavy Equipment International : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCTS

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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

On 18 October 2019, Sany Heavy Equipment, a wholly-owned subsidiary of the Company, entered into the First Subscription Agreement with Tianhong, pursuant to which Sany Heavy Equipment agree to subscribe for the First Financial Product launched by Tianhong, with a principal amount of RMB300 million.

On 6 November 2019, Sany Heavy Equipment, entered into the Second Subscription Agreement with Tianhong, pursuant to which Sany Heavy Equipment agree to subscribe for the Second Financial Product launched by Tianhong, with a principal amount of RMB400 million.

IMPLICATION UNDER THE LISTING RULES

Before the subscription of the Second Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product, pursuant to Rule 14.07 of the Listing Rules, are below 5%, the subscription of the First Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Second Financial Product, as more than one of the applicable percentage ratios in relation to the subscription of the two tranches of 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 two 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.

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THE SUBSCRIPTION AGREEMENTS

On 18 October 2019, Sany Heavy Equipment, a wholly-owned subsidiary of the Company, entered into the First Subscription Agreement with Tianhong, pursuant to which Sany Heavy Equipment agree to subscribe for the First Financial Product launched by Tianhong, with a principal amount of RMB300 million.

On 6 November 2019, Sany Heavy Equipment, entered into the Second Subscription Agreement with Tianhong, pursuant to which Sany Heavy Equipment agree to subscribe for the Second Financial Product launched by Tianhong, with a principal amount of RMB400 million.

The Financial Products remain outstanding 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 Subscription Agreements in relation to the Financial Products are set out as follows:

Product	First Financial Product	Second Financial Product	Total
Parties	(1) Sany Heavy Equipment;	(1) Sany Heavy Equipment;
	and (2) Tianhong	and (2) Tianhong
Agreement Date	18 October 2019	6 November 2019	－
Principal amount	300,000,000	400,000,000	700,000,000
subscribed (RMB)
Expected maximum annual	5.6% - 6.5%	5.3% - 5.9%	－
return rate (%)
Investment term	366 days	191 days	－
Subscription date	18 October 2019	6 November 2019	－
Interests calculation	principal amount *	principal amount *
	expected maximum annual	expected maximum annual
	return rate * maximum	return rate * maximum
	investment days/365	investment days/365
Expected maximum	19,553,425	12,349,589	31,903,014
interest to be received
upon maturity (RMB)

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REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The transactions contemplated under the Subscription Agreements 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 Subscription Agreements provide the Group with a better return than demand deposits generally offered by PRC commercial banks; (ii) the transactions contemplated under the Subscription Agreements were funded from the Group's temporarily idle funds, which would not affect the working capital or the operation of the Group; and (iii) the investment return in connection with the transactions contemplated under the Subscription Agreements increases the Group's earnings. Accordingly, the Directors (including the independent non-executive Directors) believe that the transactions contemplated under the Subscription Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

Before the subscription of the Second Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product, pursuant to Rule 14.07 of the Listing Rules, are below 5%, the subscription of the First Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Second Financial Product, as more than one of the applicable percentage ratios in relation to the subscription of the two tranches of 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 two 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 HEAVY EQUIPMENT

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 Heavy Equipment is a wholly- owned subsidiary of the Company.

INFORMATION ON TIANHONG

Tianhong is principally engaged in asset management business and other businesses approved by China Securities Regulatory Commission.

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, Tianhong and its ultimate beneficial owners are third parties independent of each of the Company and its connected persons.

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DEFINITIONS

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

"Board"	the board of Directors
"Tianhong"	Tianhong Creation Assets Management Co., Ltd.* ( 天弘創新資產管理
	有限公司), a company established under the laws of the PRC, formerly
	known as TDFZ Asset Management Co., Ltd.* ( 北京天地方中資產管
	理有限公司)
"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"	collectively, the First Financial Product and the Second Financial
	Product
"First Financial Product"	the financial product with a principal amount of RMB300 million as
	contemplated under the First Subscription Agreement entered into by
	and between Sany Heavy Equipment and Tianhong dated 18 October
	2019
"First Subscription Agreement"	the subscription agreement entered into by and between Sany Heavy
	Equipment and Tianhong dated 18 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

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"Second Financial Product"	the financial product with a principal amount of RMB400 million as
	contemplated under the Second Subscription Agreement entered into by
	and between Sany Heavy Equipment and Tianhong dated 6 November
	2019
"Second Subscription	the subscription agreement entered into by and between Sany Heavy
Agreement"	Equipment and Tianhong dated 6 November 2019
"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 and the Second
	Subscription Agreement
"%"	per cent

*  for identification purpose only

By the order of the Board

Sany Heavy Equipment International Holdings Company Limited

Liang Zaizhong

Chairman

Hong Kong, 6 November 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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