Sany Heavy Equipment 'l Hlds : GRANT OF SHARE OPTIONS

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)

ANNOUNCEMENT GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board (the "Board") of directors (the "Directors") of Sany Heavy Equipment International Holdings Company Limited (the "Company", together with its subsidiaries, the "Group") hereby announces that on 29 December 2017 (the "Date of Grant"), 2,400,000 share options (the "Share Options") to subscribe for the ordinary shares of HK$0.1 each in the share capital of the Company (the "Shares") were granted, subject to acceptance of the grantees (the "Grantees"), under the share option scheme adopted by the Company on 16 February 2013 (the "Share Option Scheme").

The details of the Share Options granted are as follows:

Each Share Option shall entitle the holder of the Share Option to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$1.71 per Share, which is the highest of (1) the nominal value of a Share; (2) the closing price of HK$1.71 per Share as stated in the daily quotation sheets issued by the Stock Exchange on the Date of Grant; and (3) the average closing price of HK$1.418 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant.

The Share Options granted shall vest in the proposed Grantees in accordance with the timetable below, each with an exercise period commencing from the relevant Vesting Date and ending 10 years after the Date the Grant (for this purpose, the date or each such date on which the Share Options are to vest being hereinafter referred to as a "Vesting Date"):

Vesting Date	Percentage of Share Options
If the audited net profit for the year ending 31 December 2018 represents an increase of 20% or more as compared to that of the year ending 31 December 2017, the Vesting Date will be the date when the annual results announcement for the year ending 31 December 2018 is published.	50% of the total number of Share Options granted
If the audited net profit for the year ending 31 December 2019 represents an increase of 40% or more as compared to that of the year ending 31 December 2017, the Vesting Date will be the date when the annual results announcement for the year ending 31 December 2019 is published.	25% of the total number of Share Options granted
If the audited net profit for the year ending 31 December 2020 represents an increase of 60% or more as compared to that of the year ending 31 December 2017, the Vesting Date will be the date when the annual results announcement for the year ending 31 December 2020 is published.	25% of the total number of Share Options granted

Exercise of the Share Options is conditional upon the achievement of certain performance targets as set out in the respective offer letters, during the exercise period of the Share Options. Subject to the Listing Rules and the Share Option Scheme, the Board reserves its rights to specify appropriate performance targets and conditions that must be achieved before the exercise of the Share Options for each of the individual Grantees at its absolute discretion.

None of the Grantees is a Director, chief executive or substantial shareholder of the Company, or their respective associate (as defined in the Listing Rules).

By the Order of the Board

Sany Heavy Equipment International Holdings Company Limited

Qi Jian

Chairman

Hong Kong, 29 December 2017

As at the date of this announcement, the executive Directors are Mr. Qi Jian 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.