Sany Heavy Equipment 'l Hlds : SUBSCRIPTION 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

三 一 重 裝 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 631) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCTS SUBSCRIPTION OF FINANCIAL PRODUCTS

Sany Heavy Equipment, a directly wholly-owned subsidiary of the Company, entered into three Subscription Agreements with Industrial Bank on 11 July 2017, 13 July 2017 and 31 July 2017, pursuant to which Sany Heavy Equipment subscribed for three Financial Products launched by Industrial Bank with a principal amount of RMB30 million, RMB50 million and RMB330 million, respectively.

IMPLICATION UNDER THE LISTING RULES

Before the subscription of the Third Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product and the Second Financial Product calculated, whether on a stand-alone basis or on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules are below 5%, the Subscription of the First Financial Product and the Second Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Third Financial Products, as more than one of the applicable percentage ratios in relation to the Subscription of the three Financial Products calculated on an aggregated basis pursuant to Rule 14.07 of the Listing Rules exceed 5% but all the applicable percentage ratios are less than 25%, the Subscription of the three Financial Products 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 SUBSCRIPTION AGREEMENTS

On 11 July 2017, 13 July 2017 and 31 July 2017, Sany Heavy Equipment entered into three Subscription Agreements with Industrial Bank, pursuant to which Sany Heavy Equipment subscribed for three

Financial Products launched by Industrial Bank with a principal amount of RMB30 million, RMB50 million and RMB330 million, respectively. The three Financial Products remain outstanding as at the date of this announcement and the Company expected to receive the principals with the expected interests upon the maturity of the underlying Financial Products.

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

Product First Financial Product Second Financial Product Third Financial Product Total

Parties (1) Sany Heavy Equipment; and (2) Industrial Bank

Agreement Date	11 July 2017	13 July 2017	31 July 2017	-
Principal amount subscribed (in RMB)	30,000,000	50,000,000	330,000,000	410,000,000
Expected annual return rate (%)	4.5	4.5	4.5	-
Subscription date	12 July 2017	14 July 2017	31 July 2017	-
Maturity date	12 October 2017	16 October 2017	1 November 2017	-

Interests calculation Interests: principal amount of subscription × expected annual return rate × investment days / 365

Expected interests to be received upon maturity (in RMB)

340,000 580,000 3,784,000 4,704,000

REASONS FOR AND BENEFITS OF THE TRANSACTION

The transactions contemplated under the Subscription Agreements are principal-guaranteed upon maturity and enable Sany Heavy Equipment to enjoy higher return than demand deposits generally offered by PRC commercial banks. The Directors are of the view that (i) the transactions contemplated under the Subscription Agreements provide the Group with a better return than demand deposits generally offered by PRC commercial banks; (ii) the transactions contemplated under the Subscription Agreements were 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 transactions contemplated under the Subscription Agreements increases the Group's earnings. Accordingly, the Directors (including the independent non-executive Directors) believe that the transactions contemplated under the Subscription Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

Before the subscription of the Third Financial Product, as all of the applicable percentage ratios in relation to the First Financial Product and the Second Financial Product calculated, whether on a stand- alone basis or on an aggregated basis, pursuant to Rule 14.07 of the Listing Rules are below 5%, the Subscription of the First Financial Product and the Second Financial Product does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

However, after the subscription of the Third Financial Products, as more than one of the applicable percentage ratios in relation to the Subscription of the three Financial Products calculated on an aggregated basis pursuant to Rule 14.07 of the Listing Rules, exceed 5% but all the applicable percentage ratios are less than 25%, the Subscription of the three Financial Products 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 ( 三一 重裝國際控股有限公司 ), 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" collectively, the First Financial Product, the Second Financial Product

and the Third Financial Product

"First Financial Product" the financial product with a principal amount of RMB30 million as

contemplated under the Subscription Agreement entered into by and between Sany Heavy Equipment and Industrial Bank dated 11 July 2017

"Group" the Company and its subsidiaries as at the date of this announcement

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Industrial Bank" Industrial Bank Co., Ltd.* ( 興業銀行股份有限公司 ), a company established under the laws of the PRC

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"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

"Sany Heavy Equipment" Sany Heavy Equipment Co., Ltd.* ( 三一重型裝備有限公司 ), a

company established under the laws of the PRC and a wholly-owned subsidiary of the Company

"Second Financial Product" the financial product with a principal amount of RMB50 million as

contemplated under the Subscription Agreement entered into by and between Sany Heavy Equipment and Industrial Bank dated 13 July 2017

"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

Subscription Agreements

"Subscription Agreement(s)" the subscription agreement(s) entered into by and between Sany Heavy

Equipment and Industrial Bank dated 11 July 2017, 13 July 2017 and 31