Sany Heavy Eqt Hldg COLtd : CONTINUING CONNECTED TRANSACTION REVISED ANNUAL CAP UNDER THE SUPPLEMENTAL MASTER TRANSPORTATION AGREEMENT (2017-2019)

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)

CONTINUING CONNECTED TRANSACTION

REVISED ANNUAL CAP UNDER THE SUPPLEMENTAL MASTER

TRANSPORTATION AGREEMENT (2017-2019)

REVISED ANNUAL CAP UNDER THE SUPPLEMENTAL MASTER TRANSPORTATION AGREEMENT (2017-2019)

Reference is made to the announcements of Sany Heavy Equipment International Holdings Company Limited dated 16 March 2017 and 29 August 2018 in relation to, among others, the entering into of the Supplemental Master Transportation Agreement (2017-2019) and the revised annual caps. Pursuant to the Supplemental Master Transportation Agreement (2017-2019), Sany Logistics is responsible for providing certain logistics services to the Company or its subsidiaries in connection with the transportation of coal mining machinery and equipment.

Due to the increase in sales of products of the Group which in turn stimulated the logistics services, the Company and Sany Logistics intended to increase the annual cap for services under the Supplemental Master Transportation Agreement (2017-2019) from RMB122,000,000 to RMB220,000,000 in 2019. All other existing key terms and conditions under the Supplemental Master Transportation Agreement (2017-2019) remain unchanged.

IMPLICATION UNDER THE LISTING RULES

As at the date of this announcement, Mr. Liang Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company.

Sany Logistics, being a wholly-owned subsidiary of Sany Group, is therefore an associate of Mr. Liang Wengen under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules.

1

Accordingly, the transactions under the Supplemental Master Transportation Agreement (2017-2019) constitute connected transactions of the Company under the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Revised Annual Cap under the Supplemental Master Transportation Agreement (2017-2019) are more than 0.1% but less than 5%, the Revised Annual Cap under the Supplemental Master Transportation Agreement (2017-2019) would be subject to reporting and announcement requirements but exempt from the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

REVISED ANNUAL CAP UNDER THE SUPPLEMENTAL MASTER TRANSPORTATION AGREEMENT (2017-2019)

Reference is made to the announcements of the Company dated 16 March 2017 and 29 August 2018 in relation to, among others, the entering into of the Supplemental Master Transportation Agreement (2017- 2019) and the revised annual caps. Pursuant to the Supplemental Master Transportation Agreement (2017-2019), Sany Logistics is responsible for providing certain logistics services to the Company or its subsidiaries in connection with the transportation of coal mining machinery and equipment.

Due to the increase in sales of products of the Group which in turn stimulated the logistics services, the Company and Sany Logistics intended to increase the annual cap for services under the Supplemental Master Transportation Agreement (2017-2019) from RMB122,000,000 to RMB220,000,000 in 2019. All other existing key terms and conditions under the Supplemental Master Transportation Agreement (2017- 2019) remain unchanged.

The major terms of the Supplemental Master Transportation Agreement (2017-2019) and its supplemental are set out as follows:

Parties:	(1)	the Company, and
	(2)	Sany Logistics
Transaction:	Sany Logistics agreed to provide certain logistics services to the Company
	or its subsidiaries in connection with the transportation of coal mining
	machinery and equipment.
	In respect of each sale of transportation task, the Company and Sany
	Logistics would enter into separate transportation agreements to specify,
	among others, the exact types and number of products to be transported,
	the distance, and the transportation period.
Term:	The Supplemental Master Transportation Agreement (2017-2019) has a
	fixed term of three years ending 31 December 2019.

2

Services fee:The service fees payable shall be determined based on arm's length negotiation with reference to (i) means of transportation, (ii) transportation distance, (iii) transportation location, (iv) weight of the goods transported and (v) gasoline price, which should be in any event no less favorable to the Group than is available to Independent Third Parties.

Payment:A monthly invoice for service fees shall be issued by Sany Logistics to the Company and payment for the service fees will be settled by way of telegraphic transfer or cheque in the following month upon receipt of the invoice by the Company.

Historical figures: Below sets forth the historical caps and the actual transaction amounts for the transactions contemplated for the three financial years ended 31 December 2018.

	Financial		Historical Transaction
	Year Ended	Historical Caps	Amount
	31 December 2016	RMB38.946 million	RMB37.170 million
	31 December 2017	RMB49.790 million	RMB44.102 million
	31 December 2018	RMB122.000 million	RMB104.131 million
Original annual caps:	It was proposed that the revised annual cap amounts for the transactions
	contemplated under the Supplemental Master Transportation Agreement
	(2017-2019) for the three financial years ending 31 December 2019 would
	be set at RMB49.79 million, RMB122 million and RMB122 million,
	respectively.
Basis of the original	The proposed annual caps under the Supplemental Master Transportation
annual caps:	Agreement (2017-2019) are determined with reference to (i) the historical
	transaction amounts, (ii) prevailing market price for logistics service fees
	in the open market in the PRC, and (iii) the anticipated business volume of
	the Group's products and the expected logistics services to be involved.
Revised Annual Cap	On 27 September 2019, the parties agreed to revise the annual cap (the
	"Revised Annual Cap") for the provision of the logistics services for the
	year ending 31 December 2019 as follows:
	Financial Year Ending	Revised Annual Cap
	31 December 2019	RMB220,000,000

3

Basis of the Revised	The Revised Annual Cap was determined based on (1) the transportation
Annual Cap	transaction amount for the six months ended 30 June 2019 and for the
	eight months ended 31 August 2019, being approximately RMB83.644
	million and approximately RMB104 million, respectively, (2) the orders
	for the sales of products for the first half of 2019 and (3) the anticipated
	business volume of the Group's products and the expected logistics
	services to be involved, which is in line with the increase in the Group's
	sales.

REASONS FOR AND BENEFITS OF REVISED ANNUAL CAP UNDER THE SUPPLEMENTAL MASTER TRANSPORTATION AGREEMENT (2017-2019)

Due to the increase of sales of products of the Group which in turn stimulated the logistics services, the Company considers that the original annual caps under the Supplemental Master Transportation Agreement (2017-2019) cannot satisfy the expected business commitment. As a result, the parties intended to revise the annual cap for the year ending 31 December 2019 thereunder.

As no Director has a material interest in the transaction contemplated under the Supplemental Master Transportation Agreement (2017-2019) and the Revised Annual Cap, none of the Directors is required to abstain from voting on the relevant board resolution for considering and approving the same.

IMPLICATION UNDER THE LISTING RULES

As at the date of this announcement, Mr. Liang Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company.

Sany Logistics, being a wholly-owned subsidiary of Sany Group, is therefore an associate of Mr. Liang Wengen under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules.

Accordingly, the transactions under the Supplemental Master Transportation Agreement (2017-2019) constitute continuing connected transactions of the Company under the Listing Rules.

As one or more of the applicable percentage ratios in respect of the transactions under the Supplemental Master Transportation Agreement (2017-2019) and the Revised Annual Cap are more than 0.1% but less than 5%, the Revised Annual Cap would be subject to reporting and announcement requirements but exempt from the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

4

INFORMATION ON THE GROUP

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.

INFORMATION ON SANY LOGISTICS

Sany Logistics is principally engaged in domestic freight transportation services, freight transportation agency services, logistics information consulting services and export trading.

DEFINITIONS

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

"associate"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"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
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"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
"Mr. Liang"	Mr. Liang Wengen ( 梁穩根), a substantial shareholder of the Company
"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

5

"Sany Group"	三一集團有限公司(Sany Group Limited*), a company with limited
	liability established on 18 October 2000 under the laws of the PRC
"Sany Hong Kong"	means Sany Hong Kong Group Limited, a company with limited
	liability incorporated on 14 October 2005 under the laws of Hong Kong
	and a controlling shareholder of the Company
"Sany Logistics"	Hunan Sany Logistics Co., Ltd.* ( 湖南三一物流有限公司), a company
	with limited liability established under the laws of the PRC, a wholly-
	owned subsidiary of Sany Group
"Share(s)"	the ordinary share(s) with nominal value of HK$0.01 each in the capital
	of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental Master	the supplemental agreement entered into between the Company and
Transportation Agreement	Sany Logistics on 16 March 2017 in relation to the provision of certain
(2017-2019)"	logistics services by Sany Logistics to the Company or its subsidiaries
"%"	per cent

• for identification purpose only

By the order of the Board

Sany Heavy Equipment International Holdings Company Limited

Qi Jian

Chairman

Hong Kong, 27 September 2019

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

6