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 TRANSACTIONS SUPPLEMENTAL MASTER PURCHASE AGREEMENT (2017-2019), SUPPLEMENTAL MASTER SALES AGREEMENT (2017-2019), SUPPLEMENTAL MASTER TRANSPORTATION AGREEMENT (2017-2019), SUPPLEMENTAL PRODUCTS SALES AGREEMENT (2017-2019), SUPPLEMENTAL HUNAN LEASE (2017-2019), SUPPLEMENTAL UTILITY CHARGES PAYMENT AGREEMENT (2017-2019) AND SUPPLEMENTAL HOISTING EQUIPMENT LEASE AGREEMENT (2017-2019) CONTINUING CONNECTED TRANSACTIONS Supplemental Master Purchase Agreement (2017-2019)

As disclosed in the announcement of the Company dated 7 January 2016, the Company and Sany Group entered into the Supplemental Master Purchase Agreement (2016) to renew the transactions under the Master Purchase Agreement with a fixed term commencing from 7 January 2016 to 31 December 2016 (both days inclusive) and an annual cap amount of RMB 143,948,000.00. On

16 March 2017, the Company and Sany Group entered into the Supplemental Master Purchase Agreement (2017-2019) to renew the transactions under the Supplemental Master Purchase Agreement (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Master Sales Agreement (2017-2019)

As disclosed in the announcement of the Company 7 January 2016, the Company and Sany Group entered into the Supplemental Master Sales Agreement (2016) to renew the transactions under the Master Sales Agreement with a fixed term commencing from 7 January 2016 to 31 December 2016 and an annual cap amount of RMB95.397 million. On 16 March 2017, the Company and Sany Group entered into the Supplemental Master Sales Agreement (2017-2019) to renew the transactions under the Supplemental Master Sales Agreement (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Master Transportation Agreement (2017-2019)

As disclosed in the announcement of the Company dated 7 January 2016, the Company and Sany Logistics entered into the Supplemental Master Transportation Agreement (2016) to renew the transactions under the Master Transportation Agreement with a fixed term commencing from 7 January 2016 to 31 December 2016 (both days inclusive) and an annual cap amount of RMB38.946 million. On 16 March 2017, the Company and Sany Logistics entered into the Supplemental Master Transportation Agreement (2017-2019) to renew the transactions under the Supplemental Master Transportation Agreement (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Products Sales Agreement (2017-2019)

As disclosed in the announcement of the Company dated 7 January 2016, the Company and Sany Group entered into the Supplemental Products Sales Agreement (2016) to renew the transactions under the Sales Agreement with a fixed term commencing from 7 January 2016 to 31 December 2016 (both days inclusive) and an annual cap of RMB1,180.395 million. On 16 March 2017, the Company and Sany Group entered into the Supplemental Products Sales Agreement (2017-2019) to renew the transactions under the Supplemental Products Sales Agreement (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Hunan Lease (2017-2019)

As disclosed in the announcement dated 7 January 2016, Hunan Sany Port Equipment and Sany Auto Manufacturing entered into the Supplemental Hunan Lease (2016) to renew the transactions under the Hunan Lease with a fixed term commencing from 7 January 2016 to 31 December 2016 (both days inclusive) with maximum aggregate amount of rent of RMB3,714,000.00. On 16 March 2017, Hunan Sany Port equipment and Sany Auto Manufacturing entered into the Supplemental Hunan Lease (2017-2019) to renew the transactions under the Supplemental Hunan Lease (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Utility Charges Payment Agreement (2017-2019)

As is disclosed in the announcement dated 7 January 2016, Hunan Sany Port Equipment and Sany Auto Manufacturing entered into the Supplemental Utility Charges Payment Agreement (2016) to renew the transactions under the Utility Charges Payment Agreement with a fixed term commencing from 7 January 2016 to 31 December 2016 (both days inclusive) and an annual cap of RMB4.930 million. On 16 March 2017, Hunan Sany Port equipment and Sany Auto Manufacturing entered into the Supplemental Utility Charges Payment Agreement (2017-2019) to renew the transactions under the Supplemental Utility Charges Payment Agreement (2016) with a fixed term of three years ending 31 December 2019.

Supplemental Hoisting Equipment Lease Agreement (2017-2019)

As is disclosed in the announcement dated 7 January 2016, the Company and Hunan Zhongtai Equipment entered into the Hoisting Equipment Lease Agreement, commencing from 7 January 2016 to 31 December 2016 (both days inclusive), pursuant to which the Company agreed to lease hoisting equipment from Hunan Zhongtai Equipment to hoist materials and equipment to be used in Zhuhai Industrial Park which was newly established in May 2015. Pursuant to the Hoisting Equipment Lease Agreement, the annual cap amount for the transactions thereunder for the year ended 31 December 2016 was RMB7.5 million. On 16 March 2017, the Company and Hunan Zhongtai Equipment entered into the Supplemental Hoisting Equipment Lease Agreement (2017-2019) to renew the transactions under the Hoisting equipment Lease Agreement with a fixed term of three years ending 31 December 2019.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Liang Wengen is a controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary shares and 479,781,034 Convertible Preference Shares, which, in aggregate, represents 85.97% of the issued share capital of the Company.

Sany Group, being held by Mr. Liang Wengen as to 56.42%, 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.

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.

Sany Auto Manufacturing, being a 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.

Hunan Zhongtai Equipment, being a 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 each of the Supplemental Master Purchase Agreement (2017-2019), the Supplemental Master Sales Agreement (2017-2019), the Supplemental Master Transportation Agreement (2017-2019), the Supplemental Products Sales Agreement (2017-2019), the Supplemental Hunan Lease (2017-2019), the Supplemental Utility Charges Payment Agreement (2017-2019), the Supplemental Hoisting Equipment Lease Agreement (2017-2019) and the Processing Agreement (2017-2019) constitute continuing connected transactions of the Company under the Listing Rules.

Pursuant to Rule 14A.76(2) of the Listing Rules, as each of the applicable percentage ratios (other than the profits ratio) as calculated in accordance with Chapter 14 of the Listing Rules for the proposed cap amount in respect of each of (1) the Supplemental Master Sales Agreement (2017- 2019), (2) the Supplemental Master Transportation Agreement (2017-2019), (3) the Supplemental Hunan Lease (2017-2019), as aggregated with the Supplemental Utility Charges Payment Agreement (2017-2019) and (4) the Supplemental Hoisting Equipment Lease Agreement (2017-2019) is less than 5%, the transactions contemplated under each of (1) the Supplemental Master Sales Agreement (2017-2019), (2) the Supplemental Master Transportation Agreement (2017-2019), (3) the Supplemental Hunan Lease (2017-2019) and the Supplemental Utility Charges Payment Agreement (2017-2019) and (4) the Supplemental Hoisting Equipment Lease Agreement (2017-2019) are subject to the reporting and announcement requirements, and exempt from the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (other than the profits ratio) as calculated in accordance with Chapter 14 of the Listing Rules for the proposed cap amount in respect of each of (1) the Supplemental Master Purchase Agreement (2017-2019), and (2) the Supplemental Products Sales Agreement (2017-2019) are expected to exceed 5%, each of (1) the Supplemental Master Purchase Agreement (2017-2019) and (2) the Supplemental Products Sales Agreement (2017-2019) would be subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

EGM

The Company will hold EGM to approve the Supplemental Master Purchase Agreement (2017-2019) and the Supplemental Products Sales Agreement (2017-2019) and the proposed annual caps for the continuing connected transactions contemplated thereunder.

Grand Vinco Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Supplemental Master Purchase Agreement (2017-2019) and the Supplemental Products Sales Agreement (2017- 2019).

Sany Heavy Equipment International Holdings Co. Ltd.  published this content on 18 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 March 2017 01:33:07 UTC.

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