Sany Heavy Equipment 'l Hlds : TERMINATION OF DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE INVESTMENT AGREEMENT

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) TERMINATION OF THE DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE INVESTMENT AGREEMENT

Reference is made to the announcements (the "Announcements") of the Company dated 8 March 2016 and 21 March 2016 and the circular (the "Circular") of the Company dated 6 May 2016 in relation to the Investment Agreement entered into by and among Sany Marine Heavy Industry, Sany Marine Industry, Sany Group and National Development Fund, pursuant to which National Development Fund agreed to invest an amount of RMB160 million in Sany Marine Heavy Industry to subscribe for 14.56% of the enlarged registered capital of Sany Marine Heavy Industry. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements and the Circular.

TERMINATION AGREEMENT

As disclosed in the Announcements, it was intended that the Investment would provide sufficient working capital for Sany Marine Heavy Industry to further expand the operation in Zhuhai Industrial Park. Since the Group's working capital has been improving, the Board believes that the Group can apply its internal financial resources to expand the operation in Zhuhai Industrial Park and therefore it is not necessary to retain the Investment, which will otherwise incur more financial costs, Sany Marine Heavy Industry negotiated with National Development Fund in order to repay the Investment earlier. Based on arm's length negotiation, on 15 September 2017, Sany Marine Heavy Industry, Sany Marine Industry, Sany Group and National Development Fund agreed to terminate the Investment Agreement and the transactions contemplated thereunder with immediate effect. Upon such termination, each party's further rights and obligations contemplated under the Investment Agreement ceased accordingly. Sany Marine Heavy Industry shall refund in full the investment amount of RMB160 million plus RMB2.848 million, representing the interest accrued at the annual interest of 1.2% to National Development Fund, according to the Investment Agreement. In addition, the Company will not proceed with the filings to register National Development Fund as one of the shareholders of Sany Marine Heavy Industry.

Considering that National Development Fund is just a passive investor of Sany Marine Heavy Industry and the Board believes that the Group has sufficient working capital to support its business, including but not limited to developing marine machinery industry (according to the unaudited interim results announcement of the Company dated 15 August 2017, the Company recorded the cash and cash equivalents of RMB1,073 million), the Board considers the termination of the Investment Agreement would not have any material adverse impact on the financial position and existing business operations of the Group.

By the order of the Board

Sany Heavy Equipment International Holdings Company Limited Qi Jian

Chairman

Hong Kong, 15 September 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.