Sany Heavy Equipment 'l Hlds : UPDATE ON THE STATUS OF THE APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

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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) ANNOUNCEMENT UPDATE ON THE STATUS OF THE APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of Sany Heavy Equipment International Holdings Company Limited (the "Company") dated 12 September 2016 (the "Announcement") in relation to, among other things, the resignation of an independent non-executive Director and the change of members of the Board committees. Unless otherwise defined, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

Following the resignation of Mr. Xu and the change of members of the Board committees, (i) the number of the independent non-executive Directors has fallen below the minimum requirements of three and one-third of the Board as required under Rules 3.10 and 3.10A of the Listing Rules, (ii) the number of members of the Audit Committee has fallen below the minimum requirement of three as required under Rule 3.21 of the Listing Rules, (iii) the number of the independent non-executive Directors has fallen below the majority of the Nomination Committee as required under Paragraph A.5.1 of Appendix 14 to the Listing Rules, and (iv) the number of the independent non-executive Directors has fallen below the majority of the Remuneration Committee as required Rule 3.25 of the Listing Rules.

Pursuant to Rules 3.11, 3.23 and 3.27 of the Listing Rules and as disclosed in the Announcement, the Company is required to identify a suitable candidate to fill the above-mentioned vacancy before 8 December 2016.

The Board wishes to inform the shareholders of the Company that during the past months, the Company has been identifying suitable candidate to fill the vacancy of the independent non-executive Director but with no success to-date, and hence additional time is required for the appointment. The Company will use its best endeavours to identify a suitable candidate to fill the vacancy to comply with the relevant requirements under the Listing Rules as soon as practicable and it is expected that the appointment

will be finalised and completed on or before 31 January 2017 and the Company will make further announcement(s) regarding such appointment in accordance with the Listing Rules as and when appropriate.

By the Order of the Board

Sany Heavy Equipment International Holdings Company Limited Qi Jian

Chairman

Hong Kong, 8 December 2016

As at the date of this announcement, the executive Directors are Mr. Qi Jian and Mr. Wu Likun, 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 and Mr. Poon Chiu Kwok.