Sany Heavy Equipment International : ADOPTION OF RESTRICTED SHARE AWARD SCHEME

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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)

ADOPTION OF RESTRICTED SHARE AWARD SCHEME

The Board of Directors of the Company is pleased to announce that it has approved the adoption of the Restricted Share Award Scheme (the "Scheme") on 3 December 2019.

The purpose of the Scheme is to provide the Selected Participants with an opportunity to acquire a proprietary interest in the Company and to encourage and retain such individuals to work with the Company, and to provide additional incentive for them to achieve performance goals.

Pursuant to the Scheme, the Company may allot and issue new Shares by using the general mandate to the Trustee or at its discretion make arrangements to provide resources to the Trustee for the acquisition of Shares from the open market, and during the life of the Scheme to offer the grant of any Restricted Shares to any Selected Participant determined by the Authorized Person from time to time.

The Scheme will constitute a long-term incentive plan of the Company and align the interests of the Selected Participants directly to the shareholders of the Company through ownership of Shares. The Board believes that the Scheme is in the interest of the Company and its shareholders as a whole, and may help enhance the confidence of public investors, further improve the value of the Company and optimize the benefits of shareholders.

The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.

The Board of Directors of the Company is pleased to announce that it has approved the adoption of the Scheme on 3 December 2019. A summary of the principal terms of the Scheme is set out in this announcement.

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PURPOSE OF THE SCHEME

The purpose of the Scheme is to provide the Selected Participants with an opportunity to acquire a proprietary interest in the Company and to encourage and retain such individuals to work with the Company, and to provide additional incentive for them to achieve performance goals.

DURATION

Subject to any early termination of the Scheme and without prejudicing the subsisting rights of any Selected Participant, the Scheme shall be valid and effective for 10 years from the Adoption Date, subject to change of control or early termination events.

ADMINISTRATION

The Scheme shall be subject to the administration of the Authorized Person and the Trustee in accordance with the rules of the Scheme. The decision of the Authorized Person and the Trustee (save as otherwise provided herein) shall be final and binding on all parties. The Trustee will hold the Shares and the income derived therefrom in accordance with the terms of the Trust Deed.

STRUCTURE OF THE SCHEME

The Restricted Shares (where the Authorized Person has determined such number pursuant to the terms of the Scheme) shall be either (i) allotted and issued by the Company, by using the general mandate granted to the Board by the shareholders of the Company in the annual general meeting of the Company from time to time, or (ii) acquired by the Trustee from the open market by utilising the Company's resources provided to the Trustee, subject to the absolute discretion of the Board or the Authorized Person.

It is intended that the Restricted Shares under the Scheme will be offered to the Selected Participant to take up the relevant Restricted Shares for no consideration subject to the compliance with the relevant laws and regulations, and certain conditions to be decided by the Authorized person at the time of grant of the Restricted Shares under the Scheme. Details of the grant of the Restricted Shares under the Scheme will be provided in the letters of grant to be issued by the Company to the Selected Participants and also in the instructions to the Trustee, subject always to compliance with the Listing Rules, Takeovers Code and any other applicable laws and regulations.

OPERATION OF THE SCHEME

Eligibility

The Authorized Person may, subject always to the Scheme rules, from time to time determine the number of Restricted Shares to be granted and at its absolute discretion select any Participant to be a Selected Participant under the Scheme.

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In determining the number of Grant Shares to any Selected Participant, the Authorized Person shall take into consideration matters including, but without limitation to (i) the present contribution and expected contribution of the relevant Selected Participant to the profits of the Group, (ii) the general financial condition of the Group, (iii) the Group's overall business objectives and future development plan, and (iv) any other matter which the Authorized Person considers relevant.

Grant of Restricted Shares

After the Authorized Person has determined the number of Grant Shares and the Selected Participants, it shall notify the Trustee and the Selected Participants in writing on the proposed Grant Date. Upon receipt of the notification of the Grant, the Selected Participants are required to confirm his/her acceptance of the Grant by (i) returning to the Company a notice of acceptance duly executed by him/her; or (ii) completing any other required steps as specified by the Board to confirm his/her acceptance of the Grant within 28 days after the Grant Date (the "Acceptance Period").

Purchase of Shares by Trustee or Issue of New Shares

Subject to terms of the Scheme, in particular, the blackout period, the Authorized Person shall cause to be paid to the Trustee the necessary funds together with all related purchase expenses required for the completion of the purchase of all the Grant Shares (the "Referable Amount") from the Company's resources as soon as possible.

Within 20 Business Days (or such longer period as the Trustee and the Authorized Person may agree from time to time) of receiving the Referable Amount, the Trustee shall apply the same towards the purchase of the Shares on the Stock Exchange. If the Referable Amount is not sufficient to purchase all the necessary Shares to cover the Grant Shares, the Trustee shall purchase the maximum number of Shares possible from the Referable Amount and seek further sums from the Authorized Person until all Shares covering the Grant Shares are purchased. The Trustee shall return any excess Referable Amount to the Company forthwith after the completion of the purchase. If the Restricted Shares are new Shares to be allotted or issued by the Authorized Person, the Company shall cause such Restricted Shares be allotted and issued to the Trustee using the general mandate. The Trustee shall hold any Shares so purchased or subscribed for in accordance with the terms hereof and the provisions of the Trust Deed.

The Trustee will then transfer such Restricted Shares to the Selected Participants after all relevant vesting conditions as set out in the Scheme are fulfilled. For the avoidance of doubt, the Trustee shall be regarded as having discharged all its obligations after such Restricted Shares are transferred to the Selected Participants.

Vesting/Lapse of Restricted Shares

The vesting of the Restricted Shares is subject to the Selected Participant remaining at all times after the Grant Date and on the Vesting Date (as the case may be, on each relevant Vesting Date) a Participant.

Any Share held by the Trustee on behalf of a Selected Participant pursuant to the provisions shall vest in such Selected Participant in accordance with the vesting schedule as communicated and confirmed in writing by the Authorized Person to the Trustee from time to time.

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The Selected Participant shall undertake to hold the Restricted Shares on the terms on which it is granted and be bound by the provisions of the Scheme.

When Shares vest in a Selected Participant, the Authorized Person shall issue to the Trustee a Confirmation Letter that the vesting conditions have been fulfilled. The Authorized Person shall also forward to the Trustee, at the same time when the Confirmation Letter is sent, a written consolidated security account details of all relevant Selected Participants to effect the transfer of the relevant vested Shares to the relevant Selected Participants.

In the event of a Selected Participant ceasing to be a Participant by reason of death, all Grant Shares that have not vested shall deem to be lapsed immediately on the date of his death unless the Authorized Person may otherwise determine that the legal representative(s) of such Selected Participant may take the Grant Shares up to the Selected Participant's entitlement (to the extent not already vested) according to the terms and conditions of the grant letter. The unvested Shares which have been lapsed shall become Unvested Shares, as described below.

A Selected Participant shall automatically cease to be a Participant if the Selected Participant has (i) been terminated by the Company or any Subsidiary for cause; (ii) been convicted for any criminal offence involving his integrity or honesty; or (iii) been charged, convicted or held liable for any offence under the relevant securities laws in Hong Kong or any other applicable laws or regulations in force from time to time.

In the event that a Selected Participant ceases to be a Participant because he has tendered his resignation, then such person will automatically cease to be a Selected Participant for the purposes of the Scheme and the condition referred to in the Scheme shall fail to have been satisfied. The Grant shall automatically lapse forthwith and all the Grant Shares shall not vest on the Vesting Date and the Selected Participant shall have no claims against the Company or the Trustee. The unvested Shares that have lapsed shall become Unvested Shares, as described below.

A Selected Participant shall be regarded as remaining as a Selected Participant notwithstanding that he ceases to hold a position of employment or office with or be an agent or consultant of the Company or a Subsidiary, if at the same time he takes up a different position of employment and/or office with, or continues to be an agent or consultant of another Subsidiary or has retired from the Company or any Subsidiary as the case may be.

A Selected Participant shall cease to be a Selected Participant if he is dismissed by the Company or any Subsidiary, unless otherwise decided by the Authorized Person.

If an offer by way of takeover, merger, scheme of arrangement, share repurchase or otherwise is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) resulting in a change in control of the Company, and such offer becomes or is declared unconditional (i.e. all conditions to which such transaction is subject have been satisfied) prior to the vesting of Shares in the Selected Participant, then such Shares shall immediately so vest, unless the Authorized Person determines otherwise.

Non-Transferrable

Any Grant made herein shall be personal to the Selected Participant to whom it is made and shall not be assignable. No Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Referable Amount or the Restricted Shares pursuant to such Grant or the Unaccepted Shares, Additional Shares or any of the Unvested Shares under the Scheme.

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Notices and Communications

Any notice to be given to the Company shall be faxed, delivered or posted to the Company at its registered address in Hong Kong or other address as notified by the Company from time to time and shall be effected upon receipt.

Any notice or other communication served by post: (i) by the Company or the Trustee shall be deemed to have been served 24 hours after the same was put in the post; and (ii) by a Participant or Selected Participant, shall not be deemed to have been received until the same shall have been received by the Company.

Right of Participants before Vesting

A Selected Participant will have no rights in respect of any Shares subject to the terms of the Scheme until the Shares are vested in him/her pursuant to the Scheme on the relevant Vesting Date.

Unaccepted and Unvested Shares

Where Shares, referable to a Selected Participant, (i) are not accepted by such Selected Participant within the stipulated time in accordance with terms of the Scheme and become Unaccepted Shares in accordance with terms of the Scheme; or (ii) do not vest in accordance with the relevant provisions herein and become Unvested Shares, the Trustee shall hold such Unaccepted or Unvested Shares and all income derived therefrom for the benefit of all or one or more of the Participants.

Black-out Period

No payment shall be made to the Trustee and no instructions to purchase or subscribe for Shares shall be given to the Trustee and no Grant shall be made to any Selected Participant:

1. after the Inside Information has occurred, or a price sensitive matter in relation to the securities of the Company or Inside Information of the Company has been the subject of a decision, until such price sensitive information and/or Inside Information has been made public by announcement being published on the website of the Stock Exchange;
2. within the period commencing 60 days immediately preceding the earlier of: (i) the date of a meeting of the Board (as such date is first notified to the Stock Exchange) for the approval of the Company's annual results for any Financial Period; and (ii) the deadline for the Company to publish its annual results announcement for any Financial Period under the Listing Rules, and ending on the date of such announcement;
3. within the period commencing 30 days immediately preceding the earlier of: (i) the date of a meeting of the Board (as such date is first notified to the Stock Exchange) for the approval of the Company's interim or quarterly results for any Financial Period; and (ii) the deadline for the Company to publish its interim or quarterly results announcement for any Financial Period under the Listing Rules, and ending on the date of such announcement; or

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1. in any circumstances which are prohibited under the applicable laws, rules and regulations which includes amongst others Listing Rules and/or SFO or where the requisite approval from any applicable regulatory authorities has not been granted.

Awards to Connected Persons

Where any grant of Restricted Shares is proposed to be made to any Selected Participant who is a Director (including the independent non-executive Director), or other Connected Person(s) of the Company, such grant must first be approved by all the independent non-executive Directors and subject to the following conditions:

1. in each case any independent non-executive Director who has a material interest or is a proposed Selected Participant will be excluded from being involved in or giving the aforesaid approval; and
2. Chapter 14A of the Listing Rules is required to be complied with, only if the relevant requirements contained therein are applicable.

Voting Right of the Trustee

The Trustee shall not exercise any voting rights in respect of any Shares held under the Trust (including but not limited to Grant Shares, Unaccepted Shares, Additional Shares, Unvested Shares, any bonus Shares and scrip Shares).

Scheme Limit

No Restricted Shares shall be granted pursuant to the Scheme, nor any amounts paid to the Trustee for the purpose of the Scheme, if as a result of such grant or payment, the number of Shares administered under the Scheme shall exceed 10 per cent of the Company's issued share capital as at the Adoption Date.

No account shall be taken into the calculation of the Scheme Limit of any Shares where the right to obtain the Restricted Shares has been released or lapsed in accordance with the relevant provisions herein.

The maximum number of Restricted Shares which may be granted to a Selected Participant at any one time or in aggregate may not exceed 1 per cent of the issued share capital of the Company as at the Adoption Date.

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Amendment to the Scheme

The Scheme may be amended in any respect by the Authorized Person or the Board, provided however that any right of any Selected Participant thereunder is adversely affected by any amendment to the Scheme, then the consent in writing of Selected Participants is required to be obtained amounting to three-fourths in nominal value of all Shares so held by the Trustee on that date, or the sanction of a special resolution passed at a meeting of the Selected Participants is required to approve such amendments; and provided that no such amendment or alteration to the Scheme which affects the Trustee's rights and obligations under this Trust Deed shall be made without the prior written consent of the Trustee (save as may be required to comply with the applicable laws, rules or regulations including amongst others the Listing Rules and/or the SFO).

Termination

The Scheme shall terminate on the earlier of:

1. upon expiry of the period of 10 years from the Adoption Date;
2. on the date of any change in control; or
3. on the date determined/resolved by the Board to terminate the Scheme pursuant to the Scheme rules by board resolution;

provided that any termination of the Scheme shall not affect any subsisting rights of any Selected Participant(s) hereunder.

Other Information

The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules. No shareholders' approval is required to adopt the Scheme, and this announcement is made by the Company on a voluntary basis.

Definitions and Interpretation

In the Scheme, save where the context otherwise requires, the following expressions have the respective meanings set opposite them:

"Additional Shares"	the maximum number of board lots of Shares purchased with the
	remaining trust fund on the Purchase Date at the prevailing market price
	upon written instruction from the Authorized Person;
"Adoption Date"	3 December 2019;
"Articles"	the Articles of Association of the Company as amended from time to time;

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"associate(s)"	has the same meaning ascribed to it under the Listing Rules;
"Authorized Person"	the Board of the Company or any Director/any person delegated with
	the power and authority by the Board by way of a board resolution to
	administer the Scheme;
"Board"	the board of Directors;
"Business Day"	a day on which banks in Hong Kong are open for normal banking business
	(excluding Saturdays, Sundays and public holidays);
"change in control"	a change in control of the Company resulted from an offer by way of
	takeover, merger, scheme of arrangement, share repurchase or otherwise
	is made to all the holders of Shares (or all such holders other than the
	offeror, any person controlled by the offeror and any person acting in
	association or concert with the offeror);
"Company"	Sany Heavy Equipment International Holdings Company Limited, a
	company incorporated in the Cayman Islands with limited liability on 23
	July 2009, the shares of which are listed on the Stock Exchange (stock
	code: 631);
"Confirmation Letter"	a confirmation letter issued to the Trustee by the Authorized Person that
	the vesting conditions have been fulfilled;
"Connected Person(s)"	has the meaning ascribed to it under the Listing Rules;
"Directors"	the directors of the Company;
"Eligible Entity"	any corporation which is (a) the holding company of the Company; (b) a
	Subsidiary of the Company; or (c) a Subsidiary of the holding company of
	the Company;
"Employee"	an employee of the Company or any Subsidiary;
"Executive"	any executive director of, manager of, or other employee holding an
	executive, managerial, supervisory or similar position in any member of
	the Group;
"Financial Period"	means the financial accounting period of the Company;
"Grant"	individually or collectively, a grant of Restricted Shares under the
	Scheme;

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"Grant Date"	in relation to any Restricted Share, the date on which the Restricted Share
	is, was or is to be granted;
"Grant Shares"	the number of Restricted Shares to be granted determined by the
	Authorized Person, subject always to the Scheme Rules;
"Group"	the Company and the Subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region in the PRC;
"Inside Information"	a price sensitive event in relation to the securities of the Company or
	event which constitutes inside information (as defined in Part XIVA of the
	SFO) of the Company;
"Listing Rules"	the Rules Governing the Listing of Securities on the Main Board of the
	Hong Kong Stock Exchange;
"Participant"	means any of the following persons:
	(1) any Executive, full-time or part-time employee, or a person for the
	time being seconded to work full-time or part-time for any member of
	the Group or of an Eligible Entity; and
	(2) a director or a proposed director (including an independent non-
	executive director) of any member of the Group or of an Eligible
	Entity;
"Purchase Date"	any Business Date falling upon the period before each Vesting Date to be
	determined at the discretion of the Trustee after taking into consideration
	recommendations of the Authorized Person;
"PRC"	the People's Republic of China;
"Referable Amount"	the necessary funds together with all related purchase expenses required
	for the completion of the purchase of all the Grant Shares;
"Restricted Shares"	Shares granted pursuant to terms of the Scheme;

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"Scheme"	the Sany Heavy Equipment International Holdings Company Limited
	Restricted Share Award Scheme as constituted by the Scheme Rules in
	its present form or as amended from time to time in accordance with the
	provisions in the Trust Deed and the Scheme Rules;
"Scheme Limit"	10 per cent of the Company's issued share capital as at the Adoption Date;
"Scheme Period"	the period commencing on the Adoption Date and terminating (a) upon
	expiry of the period of 10 years from the Adoption Date; (b) on the date
	of any change in control; or (c) on the date determined/resolved by the
	Board to terminate the Scheme pursuant to the Scheme Rules by board
	resolution; whichever is sooner;
"Selected Participant"	any Participant selected by the Authorized Person in accordance with the
	terms of and entitled to receive a Grant under the Scheme;
"SFO"	Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);
"Shares"	share(s) with a par value of HK$0.1 each in the capital of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subsidiary"	the subsidiary of the Company from time to time and has the meaning
	ascribed to such term in the Listing Rules and Companies Ordinance
	(Cap. 622 of the Laws of Hong Kong) whether incorporated in Hong
	Kong or elsewhere; and "Subsidiaries" shall be construed accordingly;
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs published by
	the Hong Kong Securities and Futures Commission for the time being in
	force;
"Trust"	the Sany Heavy Equipment International Holdings Company Limited
	Restricted Share Award Scheme Trust from which Restricted Shares may
	be granted to a Selected Participant pursuant to the Scheme;
"Trust Deed"	the trust deed constituting the Trust, as restated, supplemented and
	amended from time to time;
"Trustee"	Computershare Hong Kong Trustees Limited, being the trustee for the
	time being of the Trust or any additional or replacement trustee(s);

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"Unaccepted Shares"	such Shares pursuant to a Grant which are not accepted by the Selected
	Participants within 28 days after the Grant Date and have been or will be
	dealt with in accordance with terms of the Scheme;
"Unvested Shares"	such Shares which do not vest in the Selected Participants and have been
	or will be forfeited in accordance with terms of the Scheme;
"Vesting Date"	the date or each such date on which the Grant Shares are to vest.
	By the order of the Board
	Sany Heavy Equipment International Holdings Company Limited
	Liang Zaizhong
	Chairman

Hong Kong, 3 December 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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