Sany Heavy Equipment International Holdings Co., Ltd.HKEX: 631

Notice of the extraordinary general meeting

· Issued by Sany Heavy Equipment International Holdings Co., Ltd.

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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Sany Heavy Equipment International Holdings Company Limited (the "Company") will be held at Conference Room 103, Research and Development Building, Sany Heavy Equipment Co., Ltd., No. 25, 16 Kaifa Road, Shenyang Economic of Technological Development Zone, Shenyang, Liaoning Province, PRC at 9:00 a.m. on Friday, 28 February 2020 for the following purposes:

ORDINARY RESOLUTIONS

  1. "THAT:
    1. the Supplemental Master Purchase Agreement (2020-2022) (as defined in the circular of the Company dated 7 February 2020) dated 18 December 2019 entered into between the Company and Sany Group be and is hereby approved, confirmed and ratified; and
    2. the annual caps for the three years ending 31 December 2022 for the transactions under the Supplemental Master Purchase Agreement (2020-2022) be and are hereby approved, confirmed and ratified."
  3. "THAT:
    1. the Supplemental Master Transportation Agreement (2020-2022) (as defined in the circular of the Company dated 7 February 2020) dated 18 December 2019, entered into between the Company and Sany Logistics be and is hereby approved, confirmed and ratified; and

1

    1. the annual caps for the three years ending 31 December 2022 for the transactions under the Supplemental Master Transportation Agreement (2020-2022) be and are hereby approved, confirmed and ratified."
  2. "THAT:
    1. the Supplemental Products Sales Agreement (2020-2022) (as defined in the circular of the Company dated 7 February 2020) dated 18 December 2019 entered into between the Company and Sany Group be and is hereby approved, confirmed and ratified; and
    2. the annual caps for the three years ending 31 December 2022 for the transactions under the Supplemental Products Sales Agreement (2020-2022) be and are hereby approved, confirmed and ratified."
  4. "THAT:
    1. the Automated Machinery Sales Agreement (2020-2022) (as defined in the circular of the Company dated 7 February 2020) dated 18 December 2019 entered into between the Company and Sany Group be and is hereby approved, confirmed and ratified; and
    2. the annual caps for the three years ending 31 December 2022 for the transactions under the Automated Machinery Sales Agreement (2020-2022) be and are hereby approved, confirmed and ratified."

By Order of the Board

Mr. Liang Zaizhong

Chairman

Hong Kong, 7 February 2020

Notes:

  1. A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
  2. Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  3. In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. The proxy form will be published on the website of the Stock Exchange.

2

  1. The register of members of the Company will be closed from 25 February 2020 (Tuesday) to 28 February 2020 (Friday) (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 24 February 2020.
  2. The completion of a form of proxy will not preclude you from attending and voting at the EGM in person should you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

As at the date of this notice, the executive Directors are Mr. Liang Zaizhong, Mr. Qi Jian, Mr. Fu Weizhong and Mr. Zhang Zhihong, the non-executive Directors are Mr. Tang Xiuguo and Mr. Xiang Wenbo and the independent non-executive Directors are Mr. Ng Yuk Keung, Mr. Poon Chiu Kwok and Mr. Hu Jiquan.

3