Sany Heavy Eqt Hldg COLtd : 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 24 July 2019, Sany Heavy Equipment, a wholly-owned subsidiary of the Company, entered into the First Subscription Agreement with CICC, pursuant to which Sany Heavy Equipment agree to subscribe for the First Financial Product launched by CICC, with a principal amount of RMB200 million.

On 29 August 2019, Sany Marine Heavy Industry, a wholly-owned subsidiary of the Company, entered into the Second Subscription Agreement with CICC, pursuant to which Sany Marine Heavy Industry agree to subscribe for the Second Financial Product launched by CICC, with a principal amount of RMB200 million.

On 10 September 2019, Sany Heavy Equipment entered into the Third Subscription Agreement with China Golden Wealth, a wholly-owned subsidiary of CICC, pursuant to which Sany Heavy Equipment agreed to subscribe for the Third Financial Product launched by China Golden Wealth, with a principal amount of RMB200 million.

IMPLICATION UNDER THE LISTING RULES

Before the subscription of the Third Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product and the Second Financial Product calculated, whether on a stand- alone basis or on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules, are below 5%, the subscription of the First Financial Product and the Second Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Third Financial Product, as more than one of the applicable percentage ratios in relation to the subscription of the three 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 three 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 24 July 2019, Sany Heavy Equipment, a wholly-owned subsidiary of the Company, entered into the First Subscription Agreement with CICC, pursuant to which Sany Heavy Equipment agree to subscribe for the First Financial Product launched by CICC, with a principal amount of RMB200 million.

On 29 August 2019, Sany Marine Heavy Industry, a wholly-owned subsidiary of the Company, entered into the Second Subscription Agreement with CICC, pursuant to which Sany Marine Heavy Industry agree to subscribe for the Second Financial Product launched by CICC, with a principal amount of RMB200 million.

On 10 September 2019, Sany Heavy Equipment entered into the Third Subscription Agreement with China Golden Wealth, a wholly-owned subsidiary of CICC, pursuant to which Sany Heavy Equipment agreed to subscribe for the Third Financial Product launched by China Golden Wealth, with a principal amount of RMB200 million.

The three 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 three Financial Products are set out as follows:

	First Financial	Second Financial	Third Financial
Product	Product	Product	Product	Total
Parties	(1) Sany Heavy	(1) Sany Marine	(1) Sany Heavy
	Equipment; and	Heavy Industry;	Equipment; and
	(2) CICC	and (2) CICC	(2) China Golden
			Wealth
Agreement Date	24 July 2019	29 August 2019	10 September 2019	－
Principal amount	200,000,000	200,000,000	200,000,000	600,000,000
subscribed (in RMB)
Expected maximum	5.1%	5.1%	6.1%	－
annual return rate (%)
Investment term	three months	three months	364 days	－
	(renewable and	(renewable and
	the maximum	the maximum
	investment term is	investment term is
	2 years)	2 years)

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	First Financial	Second Financial	Third Financial
Product	Product	Product	Product	Total
Subscription date	24 July 2019	29 August 2019	10 September	－
			2019
Interests calculation	principal amount * expected maximum	principal amount
	annual return rate * maximum	* expected
	investment days/365		maximum
			annual return
			rate * maximum
			investment
			days/364
Expected maximum	20,400,000	20,400,000	12,200,000	53,000,000
interest to be received
upon maturity (RMB)

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 Third Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product and the Second Financial Product calculated, whether on a stand- alone basis or on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules, are below 5%, the subscription of the First Financial Product and the Second Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Third Financial Product, as more than one of the applicable percentage ratios in relation to the subscription of the three 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 three 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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INFORMATION ON THE GROUP, SANY HEAVY EQUIPMENT 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 Heavy Equipment and Sany Marine Heavy Industry are wholly-owned subsidiaries 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
"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"	collectively, the First Financial Product, the Second Financial Product
	and the Third Financial Product

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"First Financial Product"	the financial product with a principal amount of RMB200 million as
	contemplated under the First Subscription Agreement entered into by
	and between Sany Heavy Equipment and CICC dated 24 July 2019
"First Subscription Agreement"	the subscription agreement entered into by and between Sany Heavy
	Equipment and CICC dated 24 July 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 Financial Product"	the financial product with a principal amount of RMB200 million as
	contemplated under the Second Subscription Agreement entered into by
	and between Sany Marine Heavy Industry and CICC dated 29 August
	2019
"Second Subscription	the subscription agreement entered into by and between Sany Marine
Agreement"	Heavy Industry and CICC dated 29 August 2019
"Share(s)"	the ordinary share(s) with nominal value of HK$0.01 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 three subscription agreement(s) entered into by and
	between Sany Heavy Equipment and CICC dated 24 July 2019, Sany
	Marine Heavy Industry and CICC dated 29 August 2019, and Sany
	Heavy Equipment and China Golden Wealth dated 10 September 2019

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"Third Financial Product"	the financial product with a principal amount of RMB200 million as
	contemplated under the Third Subscription Agreement entered into by
	and between Sany Heavy Equipment and China Golden Wealth dated 10
	September 2019

"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

Qi Jian

Chairman

Hong Kong, 10 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.

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