Sany Heavy Equipment International : CLARIFICATION ANNOUNCEMENT PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

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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)

CLARIFICATION ANNOUNCEMENT

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

Reference are made to the notice of extraordinary general meeting dated 7 February 2020 (the "Notice of EGM") of Sany Heavy Equipment International Holdings Company Limited (the "Company"), the circular of the Company dated 7 February 2020 (the "Circular") and the accompanying proxy form (the "Proxy Form") for use at the extraordinary general meeting (the "EGM") to be held on Friday, 28 February 2020. Unless otherwise stated, capitalised terms used herein shall bear the same meanings as defined in the Notice of EGM, the Circular and the Proxy Form.

The Company wishes to clarify that ordinary resolutions number 1(a) and (b) are one resolution, and each of resolutions number 2(a) and (b), 3(a) and (b), and 4(a) and (b) are one resolution, as stated in the Notice of EGM and the Proxy Form. As such, they will be voted at the EGM as four resolutions as resolution 1, resolution 2, resolution 3 and resolution 4, respectively.

Save as above, all information and contents stated in the Notice of the EGM, the Circular and the Proxy Form are correct and remain unchanged. This clarification announcement is supplemental to and should be read in conjunction with the Notice of the EGM, the Circular and the Proxy Form. The Proxy Form which have been dispatched for the purpose of the EGM will remain valid for use for the EGM.

For the avoidance of doubt, the Proxy Form lodged by the Shareholders prior to the date hereof shall continue to be valid and effective to the fullest extent applicable, if correctly completed. In the event the Shareholders voted differently with respect to the same resolution, such votes toward the relevant resolutions in the Proxy Form will be deemed invalid. The Shareholders could resubmit a fresh proxy form (the "Resubmitted Proxy Form") not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof (the "Proxy Closing Time"), in such case, the Resubmitted Proxy Form will revoke and supersede the original Proxy Form (the "Original Proxy Form") lodged by him/ her. The Resubmitted Proxy Form will then be treated as a valid proxy form lodged by the Shareholder if correctly stated.

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However, if the Resubmitted Proxy Form is lodged after the Proxy Closing Time, the Resubmitted Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. Shareholders may contact the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, enquiry hotline at (852)-2862 8555 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding public holidays if they have any questions regarding the Proxy Form.

By the order of the Board of Directors

Sany Heavy Equipment International Holdings Company Limited

Liang Zaizhong

Chairman

Hong Kong, 12 February 2020

As at the date of this announcement, 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.

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