Sany Heavy Equipment 'l Hlds : DISCLOSEABLE TRANSACTIONSUBSCRIPTION OF FINANCIAL PRODUCTS

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 ɧɓࠠༀ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 631)

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCTS

SUBSCRIPTION OF FINANCIAL PRODUCTS

Reference is made to the announcement of the Company dated 31 July 2017 in relation to the Subscription Agreements, pursuant to which Sany Heavy Equipment, a directly wholly-owned subsidiary of the Company, subscribed for three tranches of financial products from Industrial Bank. As at the date hereof, all financial products under the Subscription Agreements matured and accordingly the Company received the principal together with the interest under the Subscription Agreements. On 2 November 2017, Sany Heavy Equipment entered into the Renewed Subscription Agreement with Industrial Bank, pursuant to which Sany Heavy Equipment subscribed for Financial Products launched by Industrial Bank with a principal amount of RMB250 million.

IMPLICATION UNDER THE LISTING RULES

As one of the applicable percentage ratios in relation to the Subscription under the Renewed Subscription Agreement calculated pursuant to Rule 14.07 of the Listing Rules exceeds 5% but all the applicable percentage ratios are less than 25%, the Subscription 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.

THE RENEWED SUBSCRIPTION AGREEMENT

Reference is made to the announcement of the Company dated 31 July 2017 in relation to the Subscription Agreements pursuant to which Sany Heavy Equipment, a directly wholly-owned subsidiary of the Company, subscribed for three tranches of financial products from Industrial Bank. As at the date hereof, all financial products under the Subscription Agreements matured and accordingly the Company received the principal together with the interest under the Subscription Agreements. On 2 November 2017, Sany Heavy Equipment entered into the Renewed Subscription Agreement with Industrial Bank, pursuant to which Sany Heavy Equipment subscribed for the Financial Products launched by IndustrialBank with a principal amount of RMB250 million. The Company expects to receive the principal with the expected interests upon the maturity of the underlying Financial Products.

The major terms of the Renewed Subscription Agreement in relation to the Financial Products are set out as follows:

Parties	(1) Sany Heavy Equipment; and (2) Industrial Bank
Agreement Date
Principal amount subscribed (in RMB)
Expected annual return rate (%)	4.65
Subscription date	3 November 2017
Maturity date	5 February 2018
Interests calculation	principal amount × annual return rate × investment day / 365

2 November 2017

250 million

Expected interests to be received upon maturity (in RMB)

2,993,836

REASONS FOR AND BENEFITS OF THE TRANSACTION

The transaction contemplated under the Renewed Subscription Agreement is principal-guaranteed upon maturity. The Directors are of the view that (i) the transaction contemplated under the Renewed Subscription Agreement provides the Group with a better return than demand deposits generally offered by PRC commercial banks; (ii) the transaction contemplated under the Renewed Subscription Agreement is 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 transaction contemplated under the Renewed Subscription Agreement increases the Group's earnings.

Accordingly, the Directors (including the independent non-executive Directors) believe that the transaction contemplated under the Renewed Subscription Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

As one of the applicable percentage ratios in relation to the Subscription under the Renewed Subscription Agreement calculated pursuant to Rule 14.07 of the Listing Rules exceeds 5% but all the applicable percentage ratios are less than 25%, the Subscription 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 INDUSTRIAL BANK

Industrial Bank is a commercial bank principally engaged in banking services, whose shares are listed on the Shanghai Stock Exchange (stock code: 601166).

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, Industrial Bank 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
"Company"	Sany Heavy Equipment International Holdings Company Limited ( ɧɓ
ࠠༀ਷ყછٰϞࠢʮ̡ ), 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"	the financial products with a principal amount of RMB250 million
as contemplated under the Renewed Subscription Agreement entered
into by and between Sany Heavy Equipment and Industrial Bank on 2
November 2017
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Industrial Bank"	Industrial Bank Co., Ltd.* ( ጳุვБٰ΅Ϟࠢʮ̡ ), a company
established under the laws of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
3

"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
"Renewed Subscription	the subscription agreement entered into by and between Sany Heavy
Agreement"	Equipment and Industrial Bank on 2 November 2017
"Sany Heavy Equipment"	Sany Heavy Equipment Co., Ltd.* ( ɧɓࠠۨༀ௪Ϟࠢʮ̡ ), a
company established under the laws of the PRC and a wholly-owned
subsidiary of the Company
"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"	the subscription of the Financial Products contemplated under the
Renewed Subscription Agreement
"Subscription Agreements"	collectively, the subscription agreements entered into by and between
Sany Heavy Equipment and Industrial Bank dated 11 July 2017, 13
July 2017 and 31 July 2017, all of which expired as at the date of this
announcement
"%"	per cent
* for identification purpose only
Hong Kong, 2 November 2017

By the order of the Board

Sany Heavy Equipment International Holdings Company Limited

Qi Jian

Chairman

As at the date of this announcement, the executive Directors are Mr. Qi Jian and Mr. Zhang Zhihong the nonexecutive 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.