SANY HEAVY EQUIPMENT INTERNATIONAL …down.sanygroup.com/files/20180503231935742.pdfSANY HEAVY...

If you are in any doubt as to any aspect of this circular or as to the action to be taken, youshould consult your licensed securities dealer, bank manager, solicitor, professional accountant orother professional adviser.

If you have sold or transferred all your shares in Sany Heavy Equipment InternationalHoldings Company Limited, you should at once hand this circular, together with the enclosedform of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or otheragent through whom the sale or transfer was effected for transmission to the purchaser ortransferee.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this circular.

SANY HEAVY EQUIPMENT INTERNATIONALHOLDINGS 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)

PROPOSED RENEWAL OFGENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES,RE-ELECTION OF DIRECTORS

ANDNOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Conference Room,12/F, R&D Building, Sany Heavy Equipment Industrial Park, No. 25, 16 Kaifa Road, ShenyangEconomic and Technological Development Zone, Liaoning Province, the PRC on Wednesday, 6June 2018 at 11:00 a.m. is set out on pages 20 to 24 of this circular. Whether or not you intendto be present and vote at the Annual General Meeting in person, you are requested to completethe enclosed form of proxy in accordance with the instructions printed thereon and return it tothe Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor ServicesLimited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soonas possible and in any event not less than 48 hours before the time appointed for holding theAnnual General Meeting or any adjourned meeting. The completion of a form of proxy will notpreclude you from attending and voting at the Annual General Meeting in person should you sowish. If you attend and vote at the Annual General Meeting, the authority of your proxy will berevoked.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

3 May 2018

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . . . 9

Appendix II – Details of the Directors to be re-elected . . . . . . . . . . . . . . . . . . . 12

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

CONTENTS

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In this circular, unless the context otherwise requires, the following expressions shallhave the following meanings:

“2017 Annual Report” the annual report of the Company for the financial yearended 31 December 2017 which has been dispatched tothe Shareholders on 26 April 2018

“AGM Notice” the notice convening the Annual General Meeting setout on pages 20 to 24 of this circular

“Annual General Meeting” the annual general meeting of the Company to be heldat Conference Room, 12/F, R&D Building, Sany HeavyEquipment Industrial Park, No. 25, 16 Kaifa Road,Shenyang Economic and Technological DevelopmentZone, Liaoning Province, the PRC on Wednesday, 6June 2018 at 11:00 a.m., for the purpose of consideringand, if thought fit, approving the resolutions proposedin this circular

“Articles of Association” the articles of association of the Company as amendedfrom time to time

“associate(s)” has the same meaning ascribed to it under the ListingRules

“Board” the board of Directors

“Company” Sany Heavy Equipment International HoldingsCompany Limited （三一重裝國際控股有限公司）, acompany incorporated in the Cayman Islands withlimited liability and the Shares of which are listed onthe Stock Exchange

“Companies Law” the Company Law, Chapter 22 (Law 3 of 1961, asconsolidated and revised) of the Cayman Islands

“close associate(s)” has the same meaning ascribed to it under the ListingRules

“connected person(s)” has the same meaning ascribed to it under the ListingRules

“core connected person(s)” has the same meaning ascribed to it under the ListingRules

“controlling shareholder(s)” has the same meaning ascribed to it under the ListingRules

DEFINITIONS

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“Director(s)” the director(s) of the Company

“General Mandate” a general and unconditional mandate to be granted tothe Directors to exercise all powers of the Company toallot, issue, and otherwise deal with new Shares andother securities with an aggregate nominal amount notexceeding the sum of 20% of the issued share capitalof the Company as at the date of passing of therelevant resolutions, and the aggregate nominal valueof the share capital of the Company repurchased by theCompany (if any)

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of thePeople’s Republic of China

“Latest Practicable Date” 24 April 2018, being the latest practicable date prior tothe printing of this circular for ascertaining certaininformation in this circular

“Listing Committee” the listing committee of the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on theStock Exchange

“PRC” the People’s Republic of China

“Register of Members” the principal or branch register of members of theCompany maintained in the Cayman Islands or HongKong respectively

“Repurchase Mandate” a general and unconditional mandate to the Directors toexercise the power of the Company to repurchaseShares in the capital of the Company up to a maximumof 10% of the aggregate nominal amount of the issuedshare capital of the Company as at the date of passingthe relevant resolutions

“RMB” Renminbi, the lawful currency of the PRC

“SFO” the Securities and Futures Ordinance (Chapter 571) ofthe Laws of Hong Kong

“Share(s)” share(s) of HK$0.10 each in the capital of theCompany

DEFINITIONS

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“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“substantial shareholder(s)” has the same meaning ascribed to it under the ListingRules

“Takeovers Code” Hong Kong Code on Takeovers and Mergers

“%” per cent

DEFINITIONS

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(Stock Code: 631)

Executive Directors:Mr. Qi Jian (Chairman)Mr. Fu WeizhongMr. Zhang Zhihong

Non-executive Directors:Mr. Tang XiuguoMr. Xiang WenboMr. Mao Zhongwu

Independent Non-executive Directors:Mr. Ng Yuk KeungMr. Poon Chiu KwokMr. Hu Jiquan

Registered Office:Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands

Place of Business in Hong Kong:Room 2010Landmark NorthNo. 39 of Lung Sum AvenueSheung ShuiNew TerritoriesHong Kong

3 May 2018

To: the Shareholders of the Company

Dear Sir or Madam

PROPOSED RENEWAL OFGENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES,RE-ELECTION OF DIRECTORS

ANDNOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions tobe proposed at the Annual General Meeting relating to the proposed renewal of generalmandates to allot, issue and deal with the Shares and repurchase Shares and re-election ofDirectors, and to seek your approval of the resolutions to these matters at the AnnualGeneral Meeting.

LETTER FROM THE BOARD

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At the Annual General Meeting, resolutions, amongst others, will be proposed for theShareholders to approve (i) the renewal of the General Mandate and the RepurchaseMandate; (ii) the extension of the General Mandate to include Shares repurchased pursuantto the Repurchase Mandate; and (iii) the re-election of Directors.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will be closed from Thursday, 31 May 2018to Wednesday, 6 June 2018, both days inclusive, during which period no transfer of shareswill be registered. The record date for entitlement to attend and vote at the Annual GeneralMeeting is Wednesday, 6 June 2018. In order to be entitled to attend and vote at theforthcoming Annual General Meeting of the Company to be held on Wednesday, 6 June2018, all transfer documents accompanied by the relevant share certificates must be lodgedwith the Company’s Hong Kong share registrar, Computershare Hong Kong InvestorServices Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s RoadEast, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 30 May 2018.

RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Company’s annual general meeting held on 15 June 2017, resolutions werepassed giving general mandates to the Directors (i) to allot and issue Shares with anaggregate nominal value not exceeding 20% of the aggregate nominal value of the issuedshare capital of the Company as at the date of passing of the relevant resolutions and (ii) torepurchase Shares in the capital of the Company up to 10% of the aggregate nominalamount of the issued share capital of the Company as at the date of passing of the relevantresolutions. Such general mandates will expire at the conclusion of the forthcoming AnnualGeneral Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

(a) to grant the General Mandate to the Directors to exercise the powers of theCompany to allot and issue Shares with an aggregate nominal value not exceeding20% of the aggregate nominal value of the issued share capital of the Company asat the date of passing the relevant resolution at the Annual General Meeting. As atthe Latest Practicable Date, a total of 3,041,025,000 Shares were in issue. Subjectto the passing of the proposed resolution granting the General Mandate to theDirectors and on the basis that no Shares will be issued or repurchased by theCompany prior to the Annual General Meeting, the Company will be allowedunder the General Mandate to issue a maximum of 608,205,000 new Shares. TheGeneral Mandate will end on the earliest of (a) the date of the next annualgeneral meeting; or (b) the date by which the next annual general meeting of theCompany is required to be held by the Articles of Association; or (c) the dateupon which such authority is revoked or varied by an ordinary resolution of theShareholders at a general meeting of the Company;

(b) to grant the Repurchase Mandate to the Directors to exercise all powers of theCompany to repurchase issued Shares subject to the criteria set out in thiscircular. Under such Repurchase Mandate, the maximum number of Shares that


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the Company may be repurchased shall not exceed 10% of the aggregate nominalamount of the issued share capital in issue as of the Company as at the date ofpassing the relevant resolution at the Annual General Meeting. As at the LatestPracticable Date, the number of Shares in issue is 3,041,025,000 Shares. Subjectto the passing of the proposed ordinary resolution approving the granting of theRepurchase Mandate and no further Shares are issued or repurchased prior to theAnnual General Meeting, the Company would be allowed under the RepurchaseMandate to repurchase a maximum of 304,102,500 Shares, being 10% of theaggregate nominal amount of the issued share capital of the Company as at thedate of passing of the resolution in relation thereof. The Repurchase Mandate willend on the earliest of (a) the date of the next annual general meeting; or (b) thedate by which the next annual general meeting of the Company is required to beheld by the Articles of Association or the date upon which such authority isrevoked; or (c) varied by an ordinary resolution of the Shareholders at a generalmeeting of the Company; and

(c) subject to the passing of the aforesaid ordinary resolutions of the GeneralMandate and the Repurchase Mandate, to extend the number of Shares to beissued and allotted under the General Mandate by an additional numberrepresenting such number of Shares repurchased under the Repurchase Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix Ito this circular to provide you with requisite information reasonably necessary to enable youto make an informed decision on whether to vote for or against the proposed resolution torenew the grant of the Repurchase Mandate at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

In accordance with article 83(3) of the Company’s articles of association, Mr. FuWeizhong and Mr. Zhang Zhihong shall hold office until the Annual General Meeting of theCompany and, being eligible, will offer themselves for re-election.

In accordance with article 84(1) of the Company’s articles of association, each of Mr.Qi Jian, Mr. Xiang Wenbo and Mr. Poon Chiu Kwok will retire from the office of Directorby rotation at the forthcoming Annual General Meeting and, being eligible, will offerthemselves for re-election.

The nomination committee of the Company recommended the re-election of Mr. FuWeizhong, Mr. Zhang Zhihong, Mr. Qi Jian, Mr. Xiang Wenbo and Mr. Poon Chiu Kwok asDirectors at the Annual General Meeting to be held on Wednesday, 6 June 2018. Mr. PoonChiu Kwok, being an independent non-executive Director, has confirmed independence withreference to the factors set out in Rule 3.13 of the Listing Rules. The nomination committeeof the Company is also responsible for, inter alia, assessing the independence of independentnon-executive Directors. On 28 March 2018, the nomination committee of the Companyassessed and reviewed the individual independent non-executive Director’s annualconfirmation of independence based on the independence criteria as set out in Rule 3.13 ofthe Listing Rules, and affirmed that all independent non-executive Directors, including Mr.Poon Chiu Kwok, remained independent.


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The biographical details of such re-electing Directors as required to be disclosed underthe Listing Rules are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at Conference Room, 12/F,R&D Building, Sany Heavy Equipment Industrial Park, No. 25, 16 Kaifa Road, ShenyangEconomic and Technological Development Zone, Liaoning Province, the PRC on Wednesday,6 June 2018 at 11:00 a.m. at which resolutions will be proposed for the purpose ofconsidering and if thought fit, approving the resolutions set out in the AGM Notice as setout on pages 20 to 24 of this circular.

A form of proxy for use in connection with the Annual General Meeting is enclosedherewith. Whether or not you intend to be present and vote at the Annual General Meeting,you are requested to complete the enclosed form of proxy in accordance with theinstructions printed thereon and return it to the Company’s Hong Kong branch shareregistrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, HopewellCentre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any eventnot less than 48 hours before the time appointed for the holding of the Annual GeneralMeeting or any adjournment thereof. The completion and delivery of a form of proxy willnot preclude you from attending and voting at the Annual General Meeting in person shouldyou so wish. If you attend and vote at the Annual General Meeting, the authority of yourproxy will be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, voting by theShareholders at the Annual General Meeting will be by poll. The chairman of the AnnualGeneral Meeting will therefore demand a poll for every resolution part to the vote of theAnnual General Meeting pursuant to article 66 of the Articles of Association.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept fullresponsibility, include particulars given in compliance with the Listing Rules for the purposeof giving information with regard to the Company. The Directors, having made allreasonable enquiries, confirm that to the best of their knowledge and belief the informationcontained in this circular is accurate and complete in all material respects and notmisleading or deceptive, and there are no other matters the omission of which would makeany statement herein or this circular misleading.


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RECOMMENDATION

The Directors consider that the proposed renewal of the General Mandate and theRepurchase Mandate and the re-election of Directors are in the best interests of theCompany as well as its Shareholders as a whole. Accordingly, the Directors recommend theShareholders to vote in favor of all the resolutions to be proposed at the Annual GeneralMeeting as set out in the AGM Notice.

Yours faithfullyBy Order of the Board

Mr. Qi JianChairman


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This is an explanatory statement given to all Shareholders relating to a resolution to beproposed at the Annual General Meeting for approving the Repurchase Mandate. Thisexplanatory statement contains all the information required pursuant to Rule 10.06(1)(b) andother relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange torepurchase their shares on the Stock Exchange and other stock exchange on which thesecurities of the company are listed and such exchange is recognized by the Securities andFutures Commission of Hong Kong and the Stock Exchange subject to certain restrictions.Among such restrictions, the Listing Rules provide that the shares of such company must befully paid up and all repurchase of shares by such company must be approved in advance byan ordinary resolution of shareholders, either by way of a general repurchase mandate or byspecific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 3,041,025,000 Shares in issue.Subject to the passing of the resolution granting the Repurchase Mandate and on the basisthat no further Shares are issued or repurchased during the period from the LatestPracticable Date to the Annual General Meeting, the Company will be allowed under theRepurchase Mandate to repurchase a maximum of 304,102,500 Shares, being 10% of theaggregate nominal amount of the issued share capital of the Company as at the date of thepassing of the relevant resolution at the Annual General Meeting.

3. REASONS FOR SHARE REPURCHASE

The Directors have no present intention to repurchase any Shares on the StockExchange or any other stock exchange on which the Shares may be listed, but consider thatthe ability to do so would give the Company additional flexibility that would be beneficialto the Company and the Shareholders as such repurchase may, depending on marketconditions and funding arrangements at the time, lead to an enhancement of the net assetsvalue of the Company and/or its earning per Share and will only be made when theDirectors believe that such a repurchase will benefit the Company and the Shareholders as awhole.

As compared with the financial position of the Company as at 31 December 2017 (asdisclosed in its latest audited financial statements for the year ended 31 December 2017),the Directors consider that there would not be any material adverse impact on the workingcapital and on the gearing position of the Company in the event that the proposedrepurchase were to be carried out in full during the proposed repurchase period. In thecircumstances, the Directors do not propose to exercise the Repurchase Mandate to such anextent as would have a material adverse impact on the working capital or gearing ratio ofthe Company.

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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4. FUNDING OF REPURCHASE

The Company is empowered by its memorandum of association and Articles ofAssociation to repurchase its Shares. In repurchasing Shares, the Company may only applyfunds legally available for such purpose in accordance with its memorandum of associationand Articles of Association and the Companies Law. Under the Companies Law, payment fora share repurchase by the Company may only be made out of profits or the proceeds of anew issue of Shares made for such purpose or out of capital of the Company. The amount ofpremium payable on a repurchase of Shares may only be paid out of either the profits or outof the share premium of the Company or out of capital of the Company.

In addition, under the Companies Law, payment out of capital by a company for thepurchase by a company of its own shares is unlawful unless immediately following the dateon which the payment is proposed to be made, the company shall be able to pay its debts asthey fall due in the ordinary course of business. In accordance with the Companies Law, theshares so repurchased would be treated as cancelled but the aggregate amount of authorizedshare capital would not be reduced.

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made allreasonable enquiries, any of their close associates, has any present intention to sell anyShares to the Company in the event that the Repurchase Mandate is granted by theShareholders.

No core connected person of the Company has notified the Company that he/she/it hasa present intention to sell Shares to the Company nor has he/she/it undertaken not to sellany of the Shares held by him/her/it to the Company in the event that the RepurchaseMandate is granted by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may beapplicable, they will exercise the powers of the Company to make repurchases pursuant tothe Repurchase Mandate and in accordance with the Listing Rules, the Articles ofAssociation and the applicable laws of the Cayman Islands.

7. EFFECT OF TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionateinterests of a substantial shareholder of the Company in the voting rights of the Company,which could give rise to an obligation to make a mandatory offer in accordance with Rule26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of theCompany, the controlling shareholder of the Company, Sany Hongkong Group Limitedexercise approximately 70.19% voting rights in the general meeting of the Company. In theevent that the Directors exercise in full the power to repurchase the Shares which is


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proposed to be granted pursuant to the Repurchase Mandate, the voting right of SanyHongkong Group Limited would be increased to approximately 77.99% and such increasewould not give rise to an obligation to make a mandatory general offer under Rule 26 of theTakeovers Code. The Listing Rules prohibit a company from making repurchase on theStock Exchange of the result of the repurchase would be less than 25% (or such otherprescribes minimum percentage as determined by the Stock Exchange) of the issued sharecapital would be in the public hands. The Company has no intention to exercise theRepurchase Mandate to such extent that it would give rise to an obligation to make amandatory offer under the Takeovers Code or result in the amount of shares held by thepublic being reduced to less than 25% of the issued share capital of the Company.

8. SHARE REPURCHASES BY THE COMPANY

The Company had not purchased any of its Shares (on the Stock Exchange orotherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The Shares are trading on the Stock Exchange and the highest and lowest prices atwhich the Shares have been traded on the Stock Exchange in each of the following monthsup to the Latest Practicable Date are as follows:

Highest LowestHK$ HK$

2017March 1.602 1.297April 1.510 1.371May 1.445 1.241June 1.278 1.213July 1.482 1.250August 1.380 1.223September 1.399 1.269October 1.362 1.269November 1.287 1.121December 1.584 1.093

2018January 2.501 1.676February 2.390 2.060March 2.280 2.070April (up to the Latest Practicable Date) 2.500 2.290


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DIRECTORS STANDING FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AnnualGeneral Meeting are set out as follows:

Mr. Fu Weizhong（伏衛忠）

Mr. Fu Weizhong（伏衛忠）, aged 44, was appointed as an executive Director and amember of the strategic investment committee of the Company on 13 March 2018.

Mr. Fu acted as the director of the marine machinery operation department of theGroup from January 2015 to September 2016 and once acted as an executive Director and amember of the Strategic Investment Committee from August 2015 to September 2016. Mr.Fu joined Sany Group in May 2000 and held various management positions in Sany Groupsince then and during the period from October 2016 to September 2017, including thedirector of the customer service department of Sany Heavy Industry, the assistant to thepresident of Sany Heavy Industry, the general manager of the US operation department ofSany Group, the deputy general manager of Sany Heavy Industry, the vice president of SanyHeavy Industry, the general manager of the overseas operation department of Sany Group,the general manager of Beijing Sany Heavy Machinery Co., Ltd.（北京三一重機有限公司）, asubsidiary of Sany Group, the general manager of Sany Heavy Energy Equipment Co., Ltd.（三一重型能源裝備有限公司）, and the vice president of Sany Group.

Mr. Fu obtained a master’s degree of business administration from China EuropeInternational Business School in September 2011.

Mr. Fu has entered into a director service contract with the Company on 13 March2018 for a term of three years, subject to retirement by rotation and re-election at the annualgeneral meeting of the Company in accordance with the Articles of Association. Under thedirector service contract, the director service fees payable to Mr. Fu is RMB500,000 peryear, which is determined by reference to, among others, his duties and responsibilities withthe Company.

Save as disclosed herein, Mr. Fu held no other directorships in any listed publiccompanies in the last three years. Mr. Fu does not hold any other position with the Companyand its subsidiaries. Mr. Fu does not have any relationship with any Directors, seniormanagement, substantial shareholders or controlling shareholders of the Company. As at theLatest Practicable Date, Mr. Fu is deemed to be interested in 6,000,000 Shares which maybe issued to him upon exercise of share options granted to him on 15 December 2017. Saveas disclosed, Mr. Fu had no interest any Shares or underlying Shares of the Companypursuant to part XV of the SFO.

APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

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Mr. Zhang Zhihong（張志宏）

Mr. Zhang Zhihong（張志宏）, aged 47, was appointed as an executive Director and amember of the strategic investment committee of the Company on 5 July 2017.

Mr. Zhang was appointed as the general manager of Sany Heavy Equipment, awholly-owned subsidiary of the Company, on 31 May 2017. During the period from July2016 to May 2017, Mr. Zhang served in Sany Heavy Energy Machinery Co., Ltd.（三一重型能源裝備有限公司）, a subsidiary of Sany Group, including the deputy general manager of themarketing department and the general manager. During the period from February 2010 toJune 2016, Mr. Zhang also served various positions in Sany Heavy Equipment, including thedirector of manufacturing operations and the deputy general manager. Mr. Zhang worked inSany Group, and its subsidiaries from May 2000 to January 2010 including the diggingmachine plant of the research institute of Sany Heavy Industry（三一重工研究院挖機所）, SanyHeavy Machinery Co., Ltd.（三一重機有限公司）, Sany Heavy Road Machine（三一重工路面機械）, pump business department of Sany Heavy Industry（三一重工泵送事業部）, Lean QualityHeadquarter（精益品質總部）and Loudi Zhongxing Hydraulic Parts. Co., Ltd.（婁底市中興液壓件有限公司）. Before joining Sany Group in May 2000, Mr. Zhang had worked in ChangshaHeavy Machinery Plant（長沙重型機械廠）for seven years.

Mr. Zhang studied in Hunan Agricultural University（湖南農業大學） from September1990 to June 1994 majoring in mechanical design and manufacturing and obtained abachelor’s degree in June 1994, and he studied EMBA in Huazhong University of Scienceand Technology（華中科技大學） from November 2006 to December 2011 and obtained amaster’s degree in December 2011.

Mr. Zhang has entered into a director service contract with the Company on 5 July2017 for a term of three years, subject to retirement by rotation and re-election at the annualgeneral meeting of the Company in accordance with the Articles of Association. Under thedirector service contract, the director service fees payable to Mr. Zhang is RMB500,000 peryear, which is determined by reference to, among others, his duties and responsibilities withthe Company.

Save as disclosed herein, Mr. Zhang held no other directorships in any listed publiccompanies in the last three years. Mr. Zhang does not hold any other position with theCompany and its subsidiaries. Mr. Zhang does not have any relationship with any Directors,senior management, substantial shareholders or controlling shareholders of the Company. Asat the Latest Practicable Date, Mr. Zhang is deemed to be interested in (1) 4,000,000 Shareswhich may be issued to be upon exercise of share options granted to him on 15 December2017, and (2) 99,000 Share held by his spouse. Save as disclosed, Mr. Zhang had no interestany Shares or underlying Shares of the Company pursuant to part XV of the SFO.


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Mr. Qi Jian（戚建）

Mr. Qi Jian（戚建）, aged 58, was appointed as an executive Director, chairman of theBoard and chief executive officer of the Company on 6 August 2015.

Mr. Qi joined Sany Group Co., Ltd. (“Sany Group”) since May 2001. He served as thedeputy dean of the research institute of Sany Heavy Industry Co., Ltd. (“Sany HeavyIndustry”, a listed company on the Shanghai Stock Exchange, stock code: 600031), fromMay 2001 to May 2003, overseeing the research and development of road machineryproducts. He served as the deputy general manager of Sany Automobile Manufacturing Co.,Ltd., from May 2003 to November 2006, overseeing the research and development and theproduction and manufacturing of commercial vehicles and passenger vehicles. FromNovember 2006 to July 2015, he served as the general manager of Sany Automobile LiftingMachinery Co., Ltd. (“Sany Lifting Machinery”). During his term of service, SanyAutomobile Lifting grew rapidly and became a core business of Sany Group with a salesamount ranked second in lifting machinery industry in 2014.

From 1982 to May 2001, Mr. Qi had taken positions such as the deputy chief engineerand the deputy director of China BlueStar Changsha Design and Research Institute, engagedin product design and contracting of engineering projects. He participated in over 30projects of chemical engineering, light industry and mechanical engineering designs. He wasin charge of and completed over 20 engineering designs, which received various provincialand ministerial excellent achievement awards. Mr. Qi is a senior engineer at the level ofresearcher, who has over 30 years of experience in design and technical management andover 10 years of experience as senior management.

Mr. Qi graduated from Qingdao Chemical Engineering Academy（青島化工學院） in1982 with a bachelor degree in chemical machinery. He also received a degree of executivemaster of business administration at Wuhan University（武漢大學）in 2005.

Mr. Qi has entered into a director service contract with the Company on 6 August 2015for a term of three years, subject to retirement by rotation and re-election at the annualgeneral meeting of the Company in accordance with the Articles of Association. Under thedirector service contract, the director service fees payable to Mr. Qi is RMB500,000 peryear, which is determined by reference to, among others, his duties and responsibilities withthe Company.

Save as disclosed herein, Mr. Qi held no other directorships in any listed publiccompanies in the last three years. Mr. Qi does not hold any other position with the Companyand its subsidiaries. Mr. Qi does not have any relationship with any Directors, seniormanagement, substantial shareholders or controlling shareholders of the Company. As at theLatest Practicable Date, Mr. Qi is deemed to be interested in 6,000,000 Shares which maybe issued to him upon exercise of share options granted to him on 15 December 2017. Saveas disclosed, Mr. Qi had no interest any Shares or underlying Shares of the Companypursuant to part XV of the SFO.


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Mr. Xiang Wenbo（向文波）

Mr. Xiang Wenbo（向文波）, aged 56, was appointed as a non-executive Director of theCompany on 23 July 2009. He has also been a non-executive Director of Sany HeavyEquipment since January 2004. Mr. Xiang has over 20 years of experience in the machineryindustry. Mr. Xiang joined Sany Group in 1991 and was a standing deputy general managerand general manager of the marketing department and executive president of Sany Group.He is currently the president and vice-chairman of Sany Heavy Industry.

Mr. Xiang graduated in 1982 from the Department of Casting of Hunan University（湖南大學）with a Bachelor’s degree in Engineering Science and graduated from MaterialsDepartment of Dalian University of Technology（大連理工大學）with a master’s degree inEngineering in 1988. Mr. Xiang holds the title of senior engineer and is an expert entitled togovernment allowance from the State Council.

Mr. Xiang has also held a number of social positions such as vice president of ChinaInternational Chamber of Commerce for Private Sector（中國民營經濟國際合作商會）, a councilmember of China Machinery Industry Confederation（中國機械工業聯合會）, a vice chairmanof China Construction Machinery Industry Association（中國工程機械工業協會）and Industrialand Commercial Union in Hunan Province（湖南省工商聯合會）.

Mr. Xiang was awarded “2002 Bauhinia Cup Outstanding Entrepreneur Awards（2002年紫荊花杯傑出企業家獎）”, “2007 China’s top ten leaders in manufacturing（2007中國製造業十大領袖）”, “2008 Top Ten Outstanding CEO in China（2008年度中國十大傑出CEO）”, “Forbes2010 Best CEO in China（福布斯2010年中國最佳CEO）” and “Forbes 2011 A-share listednon-state-owned companies Best CEO（福布斯2011年A股非國有上市公司最佳CEO）”.

Mr. Xiang has entered into a director service contract with the Company on 25December 2015 for a term of three years, subject to retirement by rotation and re-election atthe annual general meeting of the Company in accordance with the Articles of Association.Under the director service contract, no director’s fee will be or has been received by Mr.Xiang for his office as a non-executive Director of the Company.

Save as disclosed herein, Mr. Xiang held no other directorships in any listed publiccompanies in the last three years and Mr. Xiang has not held any other positions with theGroup. As at the Latest Practicable Date, Mr. Xiang Wenbo holds 8.00% of the issued sharecapital of Sany Heavy Equipment Investments Company Limited, which in turn holds theentire issued share capital of Sany Hongkong Group Limited, a controlling shareholder ofthe Company. He is also the beneficial owner of 2,858,000 Shares. Save as disclosed, he hadno interest any Shares or underlying Shares of the Company pursuant to part XV of theSFO. Save as disclosed herein, Mr. Xiang does not have any relationship with any Directors,senior management, substantial shareholders or controlling shareholders of the Company.


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Mr. Poon Chiu Kwok（潘昭國）

Mr. Poon Chiu Kwok （潘昭國）, aged 55, was appointed as an independentnon-executive Director of the Company on 18 December 2015.

Mr. Poon has many years of experience in regulatory affairs, corporate finance, listedcompanies governance and management. He is also an executive director and the companysecretary of Huabao International Holdings Limited（華寶國際控股有限公司）, a companylisted on the Stock Exchange (stock code: 336). As at the latest practicable date, he servesas an independent non-executive director of the following public companies listed on theStock Exchange: Sunac China Holdings Limited（融創中國控股有限公司）(stock code: 1918),Yuanda China Holdings Limited （遠大中國控股有限公司） (stock code: 2789), ChanganMinsheng APLL Logistics Co., Ltd.（重慶長安民生物流股份有限公司） (stock code: 1292),Tonly Electronics Holdings Limited （通力電子控股有限公司） (stock code: 1249), AuxInternational Holdings Limited （奧克斯國際控股有限公司） (formerly known as MagnumEntertainment Group Holdings Limited) (stock code: 2080), TUS International Ltd.（啟迪國際有限公司）(formerly known as Jincheng Automotive Safety Technology Holdings Limited（錦恒汽車安全技術控股有限公司）) (stock code: 872), Greentown Service Group Co. Ltd.（綠城物業服務集團有限公司）(stock code: 2869), Jinchuan Group International Resources Co. Ltd（金川集團國際資源有限公司）(stock code: 2362), Honghua Group Limited（宏華集團有限公司）

(stock code: 196, with effect from 15 June 2017) and Yanzhou Coal Mining CompanyLimited（兗州煤業股份有限公司）(stock code: 1171, with effect from 29 June 2017). He alsoserves as a non-executive director of Chong Kin Group Holdings Limited（創建集團（控股）有限公司）(stock code: 1609), with effect from 5 January 2018.

Mr. Poon is a fellow of CPA Australia, a fellow member of the Hong Kong Securitiesand Investment Institute, a fellow member of both the Institute of Chartered Secretaries andAdministrators, and the Hong Kong Institute of Chartered Secretaries and a member of itsTechnical Consultation Panel, Mainland China Focus Group, Audit Committee andProfessional Development Committee. Mr. Poon was awarded the postgraduate diploma inlaws by the University of London（倫敦大學） in December 2010 and also received abachelor’s degree in laws at University of Wolverhampton（沃爾沃漢普敦大學） in October2004, a bachelor’s degree in business studies at City University of Hong Kong（香港城市大學）in December 1994 and a master’s degree in international accounting at City Universityof Hong Kong（香港城市大學）in November 1997.

Mr. Poon has entered into a letter of appointment with the Company on 18 December2015 for a term of three years subject to retirement by rotation and re-election at the annualgeneral meeting of the Company in accordance with the Articles of Association. Under theletter of appointment, the Director’s fees payable to Mr. Poon is HK$260,000 per year,which is determined by reference to, among other things, his duties and responsibilities withthe Company.

Save as disclosed herein, Mr. Poon held no other directorships in any listed publiccompanies in the last three years. Mr. Poon does not hold any other position with theCompany and its subsidiaries. Mr. Poon does not have any relationship with any Directors,senior management, substantial shareholders or controlling shareholders of the Company. Asat the Latest Practicable Date, Mr. Poon is deemed to be interested in 1,000,000 Shares


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which may be issued to him upon exercise of share options granted to him on 15 December2017. Save as disclosed, Mr. Poon had no interest any Shares or underlying Shares of theCompany pursuant to part XV of the SFO.

In October 2017, based on findings made by the Listing Committee of the StockExchange (“Listing Committee”) in respect of Sunac China Holdings Limited (StockCode:1918) (“Sunac”) and on Sunac’s acceptance, without admission of any liabilities andfor the purpose of settlement, of the relevant findings, the Listing Committee censuredSunac for breaching Rule 2.13(2) of the Listing Rules for failure to ensure theannouncements made in February 2015 and May 2015 were accurate and complete in allmaterial aspects, and not misleading. Please refer to the Listing Committee’s news issued on26 October 2017 for further details.

Although Mr. Poon was an independent non-executive director of Sunac at the relevanttime, Mr. Poon was not personally subject to any investigation process, disciplinary actionor censure from the Listing Committee or any other competent authority in respect of theabove matters.

Others

Save as disclosed, there is no other information relating to the above Directors that isrequired to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no othermatter which needs to be brought to the attention of the Shareholders.

PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTIONAS A DIRECTOR

Article 85 of the Articles of Association provides that:

“No person other than a Director retiring at the meeting shall, unlessrecommended by the Directors for election, be eligible for election as a Director at anygeneral meeting unless a Notice signed by a Member (other than the person to beproposed) duly qualified to attend and vote at the meeting for which such notice isgiven of his intention to propose such person for election and also a Notice signed bythe person to be proposed of his willingness to be elected shall have been lodged at thehead office or at the Registration Office provided that the minimum length of theperiod, during which such Notice(s) are given, shall be at least seven (7) days and that(if the Notices are submitted after the despatch of the notice of the general meetingappointed for such election) the period for lodgment of such Notice(s) shall commenceon the day after the despatch of the notice of the general meeting appointed for suchelection and end no later than seven (7) days prior to the date of such generalmeeting.”

For the purpose of the Articles of Association:

(i) “head office” means such office of the Company as the Directors may from timeto time determine to be the principal office of the Company;


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(ii) “Member” means a duly registered holder from time to time of the shares in thecapital of the Company;

(iii) “Notice” means written notice unless otherwise specifically stated and as furtherdefined in the Articles of Association; and

(iv) “Registration Office” means, in respect of any class of share capital, such place asthe Board may from time to time determine to keep a branch register of Membersin respect of that class of share capital and where (except in cases where theBoard otherwise directs) the transfers or other documents of title for such class ofshare capital are to be lodged for registration and are to be registered.

Accordingly, if any Shareholder wishes to nominate a person to stand for election as aDirector, the following documents must be lodged at the Company’s head office in HongKong, namely (i) his/her notice of intention to propose a resolution at the general meeting;(ii) a notice signed by the nominated candidate of the candidate’s willingness to beappointed; (iii) that candidate’s information as required to be disclosed under Rule 13.51(2)of the Listing Rules and such other information, as set out in the below heading “Requiredinformation of the candidate(s) nominated by Shareholders”; (iv) the candidate’s writtenconsent to the publication of his/her personal data, no later than seven (7) days before theAnnual General Meeting.

Required information of the candidate(s) nominated by Shareholders

In order to enable Shareholders to make an informed decision on their election ofDirectors, the above described notice of intention to propose a resolution by a Shareholdershould be accompanied by the following information of the nominated candidate(s):

(a) full name and age;

(b) positions held with the Company and its subsidiaries (if any);

(c) experience including (i) other directorships held in the past three years in publiccompanies of which the securities are listed on any securities market in HongKong and overseas, and (ii) other major appointments and professionalqualifications;

(d) current employment and such other information (which may include businessexperience and academic qualifications) of which Shareholders should be awareof, pertaining to the ability or integrity of the candidate;

(e) length or proposed length of service with the Company;

(f) relationships with any Directors, senior management, substantial shareholders orcontrolling shareholders (as defined in the Listing Rules) of the Company, or anappropriate negative statement;

(g) interests in Shares within the meaning of Part XV of the SFO, or an appropriatenegative statement;


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(h) a declaration made by the nominated candidate in respect of the informationrequired to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules,or an appropriate negative statement to that effect where there is no informationto be disclosed pursuant to any of such requirements nor there are any othermatters relating to that nominated candidate’s standing for election as a Directorthat should be brought to Shareholders’ attention; and

(i) contact details.

The Shareholder proposing the candidate will be required to read out aloud theproposed resolution at the general meeting.


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(Stock Code: 631)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sany HeavyEquipment International Holdings Company Limited (the “Company”) will be held atConference Room, 12/F, R&D Building, Sany Heavy Equipment Industrial Park, No. 25, 16Kaifa Road, Shenyang Economic and Technological Development Zone, Liaoning Province,the PRC on Wednesday, 6 June 2018 at 11:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements andthe reports of the directors of the Company (the “Directors”) and the auditors ofthe Company and its subsidiaries for the year ended 31 December 2017;

2. (a) To re-elect Mr. Fu Weizhong as an executive Director;

(b) To re-elect Mr. Zhang Zhihong as an executive Director;

(c) To re-elect Mr. Qi Jian as an executive Director;

(d) To re-elect Mr. Xiang Wenbo as a non-executive Director;

(e) To re-elect Mr. Poon Chiu Kwok as an independent non-executive Director;

3. To authorize the board of Directors to fix the Directors’ remuneration;

4. To re-appoint Ernst & Young as auditors of the Company and authorize the boardof Directors to fix their remuneration;

NOTICE OF ANNUAL GENERAL MEETING

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5. To consider and, if thought fit, pass the following resolution as an ordinaryresolution of the Company:

“THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during theRelevant Period (as hereinafter defined) of all the powers of the Company toallot, issue and deal with additional Shares in the capital of the Companyand to make or grant offers, agreements and options which might require theexercise of such powers be and is hereby generally and unconditionallyapproved;

(b) the approval in paragraph (a) shall be in addition to any other authorizationgiven to the Directors and shall authorize the Directors during the RelevantPeriod to make or grant offers, agreements, options and rights of exchangeor conversion which might require the exercise of such powers after the endof the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreedconditionally or unconditionally to be allotted (whether pursuant to an optionor otherwise) by the Directors pursuant to the approval in paragraph (a),otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) theshare option scheme of the Company approved by the Stock Exchange; or(iii) any scrip dividend or similar arrangement providing for the allotment ofShares in lieu of the whole or part of a dividend on Shares of the Companyin accordance with the articles of association of the Company, shall notexceed 20% of the aggregate nominal amount of the issued share capital ofthe Company as at the date of passing this resolution, and the said approvalshall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution untilwhichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual generalmeeting of the Company is required by the articles of association of theCompany or any applicable laws to be held; or

(iii) the date upon which the authority set out in this resolution is revokedor varied by way of ordinary resolution of the Company in generalmeeting; and

“Rights Issue” means an offer of shares open for a period fixed by theDirectors to holders of ordinary shares on the register of members of theCompany on a fixed record date in proportion to their then holdings of such


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shares (subject to such exclusion or other arrangements as the Directors maydeem necessary or expedient in relation to fractional entitlements or havingregard to any restrictions or obligations under the laws of, or therequirements of any regulatory body or any stock exchange in, any territoryoutside Hong Kong).”


“THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during theRelevant Period (as hereinafter defined) of all the powers of the Company topurchase issued Shares in the capital of the Company, subject to and inaccordance with all applicable laws and the requirements of the RulesGoverning the Listing of Securities on the Stock Exchange as amended fromtime to time, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall be in addition to any other authorizationgiven to the Directors and shall authorize the Directors on behalf of theCompany during the Relevant Period to procure the Company to purchase itsShares at a price determined by the Directors;

(c) the aggregate nominal amount of Shares of the Company which areauthorized to be purchased by the Directors pursuant to the approval inparagraph (a) above shall not exceed 10% of the aggregate nominal amountof the issued share capital of the Company as at the date of passing thisresolution, and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution untilwhichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual generalmeeting of the Company is required by the articles of association of theCompany or any applicable laws to be held; or

(iii) the date on which the authority set out in this resolution is revoked orvaried by way of ordinary resolution of the Company in generalmeeting.”


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“THAT conditional upon the passing of resolutions nos. 5 and 6 above, thegeneral mandate to the Directors pursuant to resolution no. 5 be and is herebyextended by the addition thereto of an amount representing the aggregate nominalamount of share capital of the Company purchased by the Company under theauthority granted pursuant to the resolution no. 6, provided that such amount shallnot exceed 10% of the aggregate nominal amount of the issued share capital ofthe Company as at the date of passing this resolution.”

By Order of the BoardMr. Qi Jian

Chairman

Hong Kong, 3 May 2018

Notes:

(1) A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or moreshares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. Ona 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 byproxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such jointholders 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 shallbe determined by the order in which the names stand in the register of members of the Company in respectof 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 branchshare registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holdingof the meeting or any adjournment thereof. The proxy form will be published on the website of the StockExchange.

(4) The Register of Members of the Company will be closed from Thursday, 31 May 2018 to Wednesday, 6June 2018, both days inclusive, during which period no transfer of shares will be registered. The recorddate for entitlement to attend and vote at the Annual General Meeting is Wednesday, 6 June 2018. In orderto be entitled to attend and vote at the forthcoming Annual General Meeting of the Company to be held onWednesday, 6 June 2018, all transfer documents accompanied by the relevant share certificates must belodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor ServicesLimited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong forregistration no later than 4:30 p.m. on Wednesday, 30 May 2018.

(5) The completion of a form of proxy will not preclude you from attending and voting at the Annual GeneralMeeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authorityof your proxy will be revoked.

(6) Shareholders of the Company whose names appear on the Register of Members on Wednesday, 6 June 2018are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.


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(7) If a Shareholder wishes to propose a person (the “Candidate”) to stand for election as a Director, (i) anotice signed by a Shareholder of the Company (other than him/herself) duly qualified to attend and vote atthe Annual General Meeting of his/her intention to propose the Candidate for election; (ii) a notice signedby the Candidate of his/her willingness to be elected; and (iii) that Candidate’s information as required tobe disclosed under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited; and (iv) the Candidate’s written consent to the publication of his/her personal data,must be lodged at the head office of the Company with minimum notice(s) period of at least seven days,and that the period of lodgment of such notice(s) shall commence on the day after the date of the dispatchof this AGM Notice and end no later than seven days prior to Wednesday, 6 June 2018.


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