sany heavy equipment international holdings company limited 三一 ...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consultyour licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.If you have sold or transferred all your shares in Sany Heavy Equipment International Holdings CompanyLimited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser ortransferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer waseffected for transmission to the purchaser or transferee.Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the wholeor 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 INCREASE IN AUTHORISED SHARE CAPITAL,PROPOSED DECLARATION OF FINAL DIVIDENDS,PROPOSED ISSUE OF BONUS SHARES,RENEWAL OFGENERAL MANDATES TO ISSUE SHARES ANDTO REPURCHASE SHARES,RE-ELECTION OF DIRECTORSANDNOTICE OF ANNUAL GENERAL MEETINGA notice convening the Annual General Meeting of the Company to be held at No. 1 Meeting Hall of SanyHeavy Equipment Co., Ltd. at No. 31 Yansaihu Street, Shenyang Economic and Technological DevelopmentZone, Shenyang, Liaoning Province, the PRC on 13 May 2011 at 10:00 a.m. is set out on pages 18 to 22 ofthis circular. Whether or not you intend to be present and vote at the Annual General Meeting in person, youare requested to complete the enclosed form of proxy in accordance with the instructions printed thereon andreturn it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited,at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in anyevent not less than 48 hours before the time appointed for holding the Annual General Meeting or anyadjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at theAnnual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting,the authority of your proxy will be revoked.8 April 2011

CONTENTSPageExpected timetable ...................................................................iiDefinitions .......................................................................... 1Letter from the Board ................................................................ 4Appendix I — Explanatory Statement on the Repurchase Mandate ................... 11Appendix II — Details of the Directors to be re-elected ............................... 14Notice of Annual General Meeting ..................................................... 18– i –

EXPECTED TIMETABLELast day of trading in Shares cum entitlementstotheBonusIssue ................................................ 4May2011First day of trading in Shares ex entitlementstotheBonusIssue ................................................ 5May2011Latest time for lodging transfers for entitlementstotheBonusIssueandthefinaldividend ........................ 4:30p.m.,6May2011Closure of Register of Members of the Companyfor the Bonus Issue (both dates inclusive) . . . . . . .............. 9May2011to13May2011Proxy form for the Annual General Meeting to be returned by . . . . . . . . . . . 10:00 a.m., 11 May 2011AnnualGeneralMeeting.....................................10:00a.m.,13May2011Record Date for determination of entitlements totheBonusIssue .................................................13May2011RegisterofMembersoftheCompanyre-opens ............................. 16May2011Despatch of certificates for the Bonus Shares and dividend cheques . . . . . . on or before 26 May 2011CommencementofdealingsintheBonusShares .................... 9:00a.m.,30May2011– ii –

DEFINITIONSIn this circular, unless the context otherwise requires, the following expressions shall have thefollowing meanings:‘‘2010 Annual Report’’ the annual report of the Company for the financial year ended 31December 2010 dispatched to the Shareholders together with thiscircular‘‘AGM Notice’’the notice convening the Annual General Meeting set out onpages18to22ofthiscircular‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at No. 1Meeting Hall of Sany Heavy Equipment Co., Ltd. at No. 31,Yansaihu Street, Shenyang Economic and TechnologyDevelopment Zone, Shenyang, Liaoning Province, the PRC on 13May 2011 at 10:00 a.m., for the purpose of considering and ifthought fit, approving the resolutions proposed in this circular‘‘Articles of Association’’‘‘associate(s)’’‘‘Board’’‘‘Bonus Issue’’‘‘Bonus Shares’’‘‘CCASS’’‘‘Company’’‘‘Companies Law’’‘‘connected person(s)’’‘‘Director(s)’’‘‘Excepted Shareholders’’the articles of association of the Company as amended from timeto timehas the same meaning ascribed to it under the Listing Rulesthe board of Directorsthe proposed issue of Bonus Shares on the basis of five (5) newExisting Shares for every ten (10) Existing Shares heldthe new Existing Shares to be issued under the Bonus IssueCentral Clearing and Settlement System established and operatedby HKSCCSany Heavy Equipment International Holdings Company Limited( 三 一 重 裝 國 際 控 股 有 限 公 司 ), a company incorporated in theCayman Islands with limited liability and the Shares of which arelistedontheStockExchangethe Company Law, Chapter 22 (Law 3 of 1961, as consolidatedand revised) of the Cayman Islandshas the same meaning ascribed to it under the Listing Rulesthe director(s) of the Companythose Overseas Shareholders to whom the Board, after makingenquiries pursuant to Rule 13.36(2)(a) of the Listing Rules,considers it necessary or expedient on account either of legalrestrictions under the laws of the relevant place or therequirements of the relevant body or stock exchange in that placenot to extend the Bonus Issue– 1 –

DEFINITIONS‘‘Existing Share(s)’’share(s) of HK$0.10 each in the share capital of the Company‘‘General Mandate’’ a general and unconditional mandate to be granted to theDirectors to exercise all powers of the Company to allot, issue,and otherwise deal with new Shares and other securities with anaggregate nominal amount not exceeding the sum of 20% of theissued share capital of the Company as at the date of passing ofthe relevant resolutions, and the aggregate nominal value of theshare capital of the Company repurchased by the Company (ifany)‘‘Group’’‘‘HKSCC’’‘‘HK$’’‘‘Hong Kong’’‘‘Increase in AuthorisedShare Capital’’‘‘Latest Practicable Date’’‘‘Listing Committee’’‘‘Listing Rules’’‘‘Overseas Shareholders’’‘‘PRC’’‘‘Record Date’’‘‘Register of Members’’‘‘Repurchase Mandate’’the Company and its subsidiariesHong Kong Securities Clearing Company LimitedHong Kong dollars, the lawful currency of Hong Kongthe Hong Kong Special Administrative Region of the People’sRepublic of Chinathe proposed increase in the existing authorised share capital ofthe Company from HK$300,000,000 divided into 3,000,000,000Existing Shares to HK$500,000,000 divided into 5,000,000,000Existing Shares by the creation of an additional 2,000,000,000Existing Shares31 March 2011, being the latest practicable date prior to theprinting of this circular for ascertaining certain information in thiscircularthe listing committee of the Stock Exchangethe Rules Governing the Listing of Securities on the StockExchangeholders of Shares whose addresses as shown on the Register ofMembers on the Record Date are outside Hong Kongthe People’s Republic of Chinathe date of reference to which entitlements to the Bonus Issue areto be determinedthe principal or branch register of members of the Companymaintained in the Cayman Islands or Hong Kong respectivelya general and unconditional mandate to the Directors to exercisethe power of the Company to repurchase Shares in the capital ofthe Company up to a maximum of 10% of the aggregate nominalamount of the issued share capital of the Company as at the dateof passing the relevant resolutions– 2 –

DEFINITIONS‘‘RMB’’‘‘SFO’’‘‘Share(s)’’‘‘Shareholder(s)’’‘‘Stock Exchange’’‘‘substantial shareholder(s)’’‘‘Takeovers Code’’Renminbi, the lawful currency of the PRCthe Securities and Futures Ordinance (Chapter 571) of the Lawsof Hong Kongshare(s) of HK$0.10 each in the capital of the Companyholder(s)oftheShare(s)The Stock Exchange of Hong Kong Limitedhas the same meaning ascribed to it under the Listing RulesHong Kong Code on Takeovers and Mergers‘‘%’’ per cent– 3 –

LETTER FROM THE BOARDSANY 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)Executive Directors:Mr. Mao Zhongwu (Chairman)Mr. Zhou WanchunMr. Liang JianyiNon-executive Directors:Mr. Xiang WenboMr. Huang JianlongMr. Wu JialiangIndependent Non-executive Directors:Mr. Xu YaxiongMr. Ngai Wai FungMr. Ng Yuk KeungRegistered Office:Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman IslandsPlace of Business in Hong Kong:Suite 6009, 60th FloorCentral Plaza18 Harbour RoadWanchaiHong Kong8 April 2011To: the Shareholders of the CompanyDear Sir or MadamINTRODUCTIONPROPOSED INCREASE IN AUTHORISED SHARE CAPITAL,PROPOSED DECLARATION OF FINAL DIVIDENDS,PROPOSED ISSUE OF BONUS SHARES,RENEWAL OFGENERAL MANDATES TO ISSUE SHARES ANDREPURCHASE SHARES,RE-ELECTION OF DIRECTORSANDNOTICE OF ANNUAL GENERAL MEETINGThe purpose of this circular is to provide you with information regarding resolutions to beproposed at the Annual General Meeting relating to the proposed increase in authorised share capital,proposed declaration of final dividends, proposed issue of Bonus Shares, the renewal of generalmandates to allot, issue and deal with the Shares, to repurchase Shares and the re-election of Directors,and to seek your approval of the resolutions to these matters at the Annual General Meeting.– 4 –

LETTER FROM THE BOARDAt the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholdersto approve (i) proposed Increase in Authorised Share Capital; (ii) proposed declaration of finaldividends; (iii) proposed issue of Bonus Shares; (iv) the renewal of the General Mandate and theRepurchase Mandate; (v) the extension of the General Mandate to include Shares repurchased pursuantto the Repurchase Mandate; and (vi) the re-election of Directors.PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANYThe current authorised share capital of the Company is HK$300,000,000 divided into3,000,000,000 ordinary shares of HK$0.10 each, of which 2,075,000,000 Existing Shares were in issueat the Latest Practicable Date. In order to facilitate the proposed Bonus Issue and to accommodate thefuture expansion and growth of the Group, the Board proposes to increase the authorised share capital ofthe Company to HK$500,000,000 divided into 5,000,000,000 ordinary shares of HK$0.10 each, by thecreation of an additional 2,000,000,000 ordinary shares of HK$0.10 each.Immediately after the completion of the Increase in Authorised Share Capital and assuming no newShares will be issued or repurchased from the Latest Practicable Date up to the date of the AnnualGeneral Meeting, the authorised share capital of the Company will be HK$500,000,000 divided into5,000,000,000 ordinary shares of HK$0.10 each, comprising 2,075,000,000 issued Existing Shares and2,925,000,000 unissued Existing Shares.The Increase in Authorised Share Capital of the Company is conditional upon the approval of theShareholders by way of an ordinary resolution at the Annual General Meeting and no Shareholder isrequired to abstain from voting on such resolution.DECLARATION OF FINAL DIVIDENDSAccording to the announcement of annual results of the Company for the year ended 31 December2010 dated 31 March 2011, it was also proposed by the Board for the payment of final dividends for theyear ended 31 December 2010 of HK7.6 cents (before taxation) per Share to the Shareholders whosenames appear on the Register of Members on the Record Date.The proposed payment of final dividends for the year ended 31 December 2010 will be subject tothe approval by the Shareholders of the Company at the Annual General Meeting.ISSUE OF BONUS SHARESThe Board proposed to make a Bonus Issue, credited as fully paid, on the basis of five (5) BonusShares for every ten (10) Existing Shares held by the Shareholders whose names appear on the Registerof Members of the Company on the Record Date. The Bonus Issue will be funded by way ofcapitalization of certain amount standing to the credit of the Company’s share premium account.As at the Latest Practicable Date, the number of Shares in issue was 2,075,000,000 Shares. Theexact number of Bonus Shares to be issued will not be capable of determination until the Record Date.– 5 –

LETTER FROM THE BOARDIt is proposed that the Directors be authorized to capitalize the sum of not less thanHK$103,750,000 being part of the amount standing to the credit of the share premium account of theCompany and to apply such sum in paying up in full the Bonus Shares. The total number of Shares inissue will then be increased to 3,112,500,000 Shares.Fractional EntitlementsFractional entitlements to the Bonus Shares (if any) will not be allotted to the Shareholders butwill, where practicable, be aggregated and sold in the market for the benefit of the Company, aspermitted by the Articles of Association of the Company.Conditions of the Bonus IssueThe proposed Bonus Issue is conditional upon:(a)(b)the approval of the Bonus Issue by the Shareholders at the Annual General Meeting; andthe Listing Committee of the Stock Exchange granting the listing of, and permission to dealin, the Bonus Shares.Reason for the Bonus IssueThe Board proposed the Bonus Issue as a reward to recognize the continual support of theShareholders. In addition, the Board believes that the Bonus Issue will enhance the liquidity of theShares in the market and thereby strengthen the equity base of the Company.Application for Listing of the Bonus ShareThe Company will apply to the Listing Committee of the Stock Exchange for the listing of, andpermission to deal in, the Bonus Shares. The Shares are not listed or dealt in on any stock exchangeother than the Stock Exchange. The Directors do not intend to apply for listing of or permission to dealin the Bonus Shares on any stock exchange other than the Stock Exchange.Status of the Bonus SharesThe Bonus Shares to be issued pursuant to the Bonus Issue will rank pari passu in all respectswith the Existing Shares on the date of allotment and issue of the Bonus Shares.Share CertificatesIn the absence of any specific instruction to the contrary received in writing by ComputershareHong Kong Investor Services Limited, the Company’s branch share registrar in Hong Kong, certificatesin respect of the Bonus Shares will be sent to the persons entitled thereto at their respective addressesshown in the Register of Members of the Company or in the case of joint holders, to the address of thejoint holder whose name stands first in the Register of Members in respect of the joint holding. It isexpected that certificates for the Bonus Shares will be posted to those entitled thereto at their own riskby ordinary mail on or before 26 May 2011. Dealings in the Bonus Shares on the Stock Exchange areexpected to commence on 30 May 2011 and will be subject to Hong Kong stamp duty. Shareholderswho hold their Shares through CCASS will receive the Bonus Shares through CCASS.– 6 –

LETTER FROM THE BOARDCLOSURE OF REGISTER OF MEMBERSThe Register of Members of the Company will be closed from 9 May 2011 to 13 May 2011, bothdays inclusive, during which period no transfers of Shares will be registered. In order to qualify for theproposed Bonus Shares and the final dividends, all transfers accompanied by the relevant sharecertificates must be lodged with the branch share registrar of the Company in Hong Kong,Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, HopewellCentre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 6 May 2011.OVERSEAS SHAREHOLDERSIf on the Record Date, the Register of Members reveals there are Overseas Shareholders, enquirywill be made by the Board pursuant to Rule 13.36(2)(a) of the Listing Rules. Upon such enquiry, if theBoard is of the view that it is necessary or expedient on account either of the legal restrictions under thelaws of the relevant place or the requirements of the relevant regulatory body or stock exchange in thatplace not to offer the Bonus Shares to such Overseas Shareholder, the Bonus Shares will not be grantedto the Excepted Shareholders. In such circumstances, arrangement will be made for the Bonus Shareswhich would otherwise have been issued to the ExceptedShareholderstobesoldinthemarketassoonas practicable after dealings in the Bonus Shares commence. Any net proceeds of such sale, afterdeduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevantExcluded Shareholders, by ordinary post at their own risk, unless the amount falling to be distributed toany such person is less than HK$100 in which case it will be retained for the benefit of the Company.TRADING ARRANGEMENTSSubject to the granting of approval by the Listing Committee of the Stock Exchange for listing ofand permission to deal in the Bonus Shares, as well as compliance with the stock admissionrequirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC fordeposit, clearance and settlement in CCASS with effect from the date on which dealings in the BonusShares commence on the Stock Exchange or such other date as shall be determined by HKSCC.Settlement of transactions between members of the Stock Exchange on any trading day is required totake place in CCASS on the second trading day thereafter. All activities under CCASS are subject to theGeneral Rules of CCASS and CCASS Operational Procedures in effect from time to time.RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARESBy a written resolution passed by the Shareholders on 25 June 2010, resolutions were passedgiving general mandates to the Directors (i) to allot and issue Shares with an aggregate nominal valuenot exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at thedate of passing of the relevant resolutions and (ii) to repurchase Shares in the capital of the Company upto 10% of the aggregate nominal amount of the issued share capital of the Company as at the date ofpassing of the relevant resolutions. Such general mandates will expire at the conclusion of theforthcoming Annual General Meeting.– 7 –

LETTER FROM THE BOARDAt the Annual General Meeting, separate ordinary resolutions will be proposed:(a)(b)(c)to grant the General Mandate to the Directors to exercise the powers of the Company to allotand issue Shares with an aggregate nominal value not exceeding 20% of the aggregatenominal value of the issued share capital of the Company as at the date of passing therelevant resolution at the Annual General Meeting. As at the Latest Practicable Date, a totalof 2,075,000,000 Shares were in issue. Subject to the passing of the proposed resolutiongranting the General Mandate to the Directors and on the basis that no Shares will be issuedor repurchased by the Company prior to the Annual General Meeting, the Company will beallowed under the General Mandate to issue a maximum of 415,000,000 new Shares. TheGeneral Mandate will end on the earliest of (a) the date of the next annual general meeting;or (b) the date by which the next annual general meeting of the Company is required to beheld by the Articles of Association; or (c) the date upon which such authority is revoked orvaried by an ordinary resolution of the Shareholders at a general meeting of the Company;to grant the Repurchase Mandate to the Directors to exercise all powers of the Company torepurchase issued Shares subject to the criteria set out in this circular. Under suchRepurchase Mandate, the maximum number of Shares that the Company may be repurchasedshall not exceed 10% of the aggregate nominal amount of the issued share capital in issue asof the Company as at the date of passing the relevant resolution at the Annual GeneralMeeting. As at the Latest Practicable Date, the number of Shares in issue is 2,075,000,000Shares. Subject to the passing of the proposed ordinary resolution approving the granting ofthe Repurchase Mandate and no further Shares are issued or repurchased prior to the AnnualGeneral Meeting, the Company would be allowed under the Repurchase Mandate torepurchase a maximum of 207,500,000 Shares, being 10% of the aggregate nominal amountof the issued share capital of the Company as at the date of passing of the resolution inrelation thereof. The Repurchase Mandate will end on the earliest of (a) the date of the nextannual general 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 the date upon which suchauthority is revoked; or (c) varied by an ordinary resolution of the Shareholders at a generalmeeting of the Company; andsubject to the passing of the aforesaid ordinary resolutions of the General Mandate and theRepurchase Mandate, to extend the number of Shares to be issued and allotted under theGeneral Mandate by an additional number representing such number of Shares repurchasedunder the Repurchase Mandate.In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to thiscircular to provide you with requisite information reasonably necessary to enable you to make aninformed decision on whether to vote for or against the proposed resolution to renew the grant of theRepurchase Mandate at the Annual General Meeting.RE-ELECTION OF DIRECTORSIn accordance with Article 83(3) of the Articles of Association, Mr. Zhou Wanchun, being theDirector newly appointed by the Board to take up the chief executive officer position, shall retire at theAnnual General Meeting. In addition, in accordance with Article 84(1) of the Articles of Association,– 8 –

LETTER FROM THE BOARDeach of Mr. Xiang Wenbo and Mr. Ngai Wai Fung will retire from office of Directors at the AnnualGeneral Meeting. Mr. Zhou Wanchun, Mr. Xiang Wenbo and Mr. Ngai Wai Fung, the retiring Directors,being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. ZhouWanchun as executive Director, Mr. Xiang Wenbo as non-executive Director, and Mr. Ngai Wai Fung asindependent non-executive Director. The biographical details of such re-electing Directors as required tobe disclosed under the Listing Rules are set out in Appendix II to this circular.ANNUAL GENERAL MEETINGThe Company will convene the Annual General Meeting at No. 1 Meeting Hall of Sany HeavyEquipment Co., Ltd. at No. 31, Yansaihu Street, Shenyang Economic and Technology DevelopmentZone, Shenyang, Liaoning Province, the PRC on 13 May 2011 at 10:00 a.m. at which resolutions willbe proposed for the purpose of considering and if thought fit, approving the resolutions set out in thenotice of the Annual General Meeting as set out on pages 18 to 22 of this circular.A form of proxy for use in connection with the Annual General Meeting is enclosed herewith.Whether or not you intend to be present and vote at the Annual General Meeting, you are requested tocomplete the 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 Services Limited,at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible andin any event not 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 will not precludeyou from attending and voting at the Annual General Meeting in person should you so wish. If youattend and vote at the Annual General Meeting, the authority of your proxy will be revoked. Pursuant toRule 13.39(4) of the Listing Rules, voting by the Shareholders at the Annual General Meeting will be bypoll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution partto the vote of the Annual General Meeting pursuant to Articles 66 of the Articles of Association.RESPONSIBILITY STATEMENTThis circular, for which the Directors collectively and individually accept full responsibility,include particulars given in compliance with the Listing Rules for the purpose of giving informationwith regard to the Company. The Directors, having made all reasonable enquiries, confirm that to thebest of their knowledge and belief the information contained in this circular is accurate and complete inall material respects and not misleading or deceptive, and there are no other matters the omission ofwhich would make any statement herein or this circular misleading.– 9 –

LETTER FROM THE BOARDRECOMMENDATIONThe Directors consider that the proposed Increase in Authorised Share Capital, the proposeddeclaration of final dividends, the proposed issue of Bonus Shares, the renewal of the General Mandateand the Repurchase Mandate and the re-election of Directors are in the best interests of the Company aswell as its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote infavour of all the resolutions to be proposed at the Annual General Meeting as set out in the AGMNotice.Yours faithfullyByOrderoftheBoardMr. MAO ZhongwuChairman– 10 –

APPENDIX IEXPLANATORY STATEMENT ON THE REPURCHASE MANDATEThis is an explanatory statement given to all Shareholders relating to a resolution to be proposed atthe Annual General Meeting for approving the Repurchase Mandate. This explanatory statement containsall the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the ListingRules which is set out as follows:1. LISTING RULES RELATING TO THE REPURCHASES OF SHARESThe Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchasetheir shares on the Stock Exchange and other stock exchange on which the securities of the company arelisted and such exchange is recognised by the Securities and Futures Commission of Hong Kong and theStock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide thatthe shares of such company must be fully paid up and all repurchase of shares by such company must beapproved in advance by an ordinary resolution of shareholders, either by way of a general repurchasemandate or by specific approval of a particular transaction.2. SHARE CAPITALAs at the Latest Practicable Date, there were a total of 2,075,000,000 Shares in issue. Subject tothe passing of the resolution granting the Repurchase Mandate and on the basis that no further Sharesare issued or repurchased during the period from the Latest Practicable Date to the Annual GeneralMeeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of207,500,000 Shares, being 10% of the aggregate nominal amount of the issued share capital of theCompany as at the date of the passing of the relevant resolution at the Annual General Meeting.3. REASONS FOR SHARE REPURCHASEThe Directors have no present intention to repurchase any Shares on the Stock Exchange or anyother stock exchange on which the Shares may be listed, but consider that the ability to do so wouldgive the Company additional flexibility that would be beneficial to the Company and the Shareholdersas such repurchase may, depending on market conditions and funding arrangements at the time, lead toan enhancement of the net assets value of the Company and/or its earning per Share and will only bemade when the Directors believe that such a repurchase will benefit the Company and the Shareholdersas a whole.As compared with the financial position of the Company as at 31 December 2010 (as disclosed inits latest audited financial statements for the year ended 31 December 2010), the Directors consider thatthere would not be any material adverse impact on the working capital and on the gearing position ofthe Company in the event that the proposed repurchase were to be carried out in full during theproposed repurchase period. In the circumstances, the Directors do not propose to exercise theRepurchase Mandate to such an extent as would have a material adverse impact on the working capitalor gearing ratio of the Company.4. FUNDING OF REPURCHASEThe Company is empowered by its memorandum of association and Articles of Association torepurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available forsuch purpose in accordance with its memorandum of association and Articles of Association and theCompanies Law. Under the Companies Law, payment for a share repurchase by the Company may only– 11 –

APPENDIX IEXPLANATORY STATEMENT ON THE REPURCHASE MANDATEbe made out of profits or the proceeds of a new issue of Shares made for such purpose or out of capitalof the Company. The amount of premium payable on a repurchase of Shares may only be paid out ofeither the profits or out of 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 the purchase by acompany of its own shares is unlawful unless immediately following the date on which the payment isproposed to be made, the company shall be able to pay its debts as they fall due in the ordinary courseof business. In accordance with the Companies Law, the shares so repurchased would be treated ascancelled but the aggregate amount of authorised share capital would not be reduced.5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONSNone of the Directors nor, to the best of their knowledge and belief having made all reasonableenquiries, any of their associates, has any present intention to sell any Shares to the Company in theevent that the Repurchase Mandate is granted by the Shareholders.No connected person of the Company (as defined in the Listing Rules) has notified the Companythat he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not tosell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate isgranted by the Shareholders.6. UNDERTAKING OF THE DIRECTORSThe Directors have undertaken to the Stock Exchange that, so far as the same may be applicable,they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandateand in accordance with the Listing Rules, the Articles of Association and the applicable laws of theCayman Islands.7. EFFECT OF TAKEOVERS CODEA repurchase of Shares by the Company may result in an increase in the proportionate interests ofa substantial shareholder of the Company in the voting rights of the Company, which could give rise toan obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, SanyHongkong Group Limited was beneficially interested in approximately 72.3% of the issued share capitalof the Company. In the event that the Directors exercise in full the power to repurchase the Shareswhich is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of SanyHongkong Group Limited would be increased to approximately 80.3% of the then issued share capital ofthe Company and such increase would not give rise to an obligation to make a mandatory general offerunder Rule 26 of the Takeovers Code. The Listing Rules prohibit a company from making repurchase onthe Stock Exchange of the result of the repurchase would be less than 25% (or such other prescribesminimum percentage as determined by the Stock Exchange) of the issued share capital would be in thepublic hands. The Company has no intention to exercise the Repurchase Mandate to such extent that itwould give rise to an obligation to make a mandatory offer under the Takeovers Code or result in theamount of shares held by the public being reduced to less than 25% of the issued share capital of theCompany.– 12 –

APPENDIX IEXPLANATORY STATEMENT ON THE REPURCHASE MANDATE8. SHARE REPURCHASES BY THE COMPANYThe Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) inthe six months preceding the Latest Practicable Date.9. SHARE PRICESDuring the period from 25 June 2010 to the Latest Practicable Date, the highest and lowest tradedprices for Shares on the Stock Exchange were as follows:HighestHK$LowestHK$2010June (starting on 25 June 2010) 8.88 8.50July 9.03 8.05August 10.60 8.90September 13.78 10.20October 13.98 10.90November 12.76 10.88December 13.00 11.342011January 12.72 10.70February 11.60 9.50March (up to the Latest Practicable Date) 13.56 10.62– 13 –

APPENDIX IIDETAILS OF THE DIRECTORSTO BE RE-ELECTEDThe biographical details of the Directors proposed to be re-elected at the Annual General Meetingare set out as follows:Mr. Zhou Wanchun ( 周 萬 春 )Mr. Zhou Wanchun, aged 43, is an executive Director and chief executive officer of theCompany. Mr. Zhou joined Sany Group Limited (‘‘Sany Group’’) in 1991 and worked at SanyGroup Materials Industry Co., Ltd. ( 三 一 集 團 材 料 工 業 有 限 公 司 ), Hunan Zhongfa AssetManagement Co., Ltd. ( 湖 南 中 發 資 產 管 理 有 限 公 司 ) and Sany Heavy Industry Co. Ltd. (‘‘SanyHeavy Industry’’) and held the positions of assistant to the plant manager, Officer of the GeneralManager’s Office, department head of legislative affairs, general manager of Hunan Zhongfa AssetManagement Company Limited and deputy general manager of Sany Heavy Industry, respectively.In October 2007, he was transferred to the largest operations department in terms of scale of salesof Sany Group — sales of pumping products as the standing deputy general manager and generalmanager of the sales and marketing division in full engagement of the pumping products operation.In February 2009, he became the vice president of Sany Heavy Industry and standing deputygeneral manager of the pumping products operations and be responsible for the day-to-day sales,service and blending equipments. Mr. Zhou has over 20 years of work experience in the machineryindustry.From 2003 to 2006, Mr. Zhou studied at Macau University of Science and Technology andobtained a master’s degree in Law. He also graduated with a degree of Executive Master ofBusiness Administration (EMBA) from Wuhan University ( 武 漢 大 學 ) in the same year. He iscurrently pursuing an EMBA in Guanghua School of Management, Peking University ( 北 京 大 學 ).During his tenure with Sany Heavy Industry, Mr. Zhou was awarded the “Sany Figures” forYear 2004; by virtue of his outstanding management capability, he was presented the title of“Excellent Manager” by the Changsha Economic and Technological Development ZoneAdministration Committee of the Communist Party of China ( 中 共 長 沙 經 濟 技 術 開 發 區 管 委 會 )inMay 2008; he also received the “Outstanding Contribution Prize” for Year 2009 presented by SanyGroup in March 2010. After joining the Company, Mr. Zhou was awarded honors such as the“Model Worker in Shenyang” and the “Excellent Corporate Culture Contribution Prize ofShenyang” for Year 2010. Mr. Zhou played an active role in social development and promotion ofthe industry. In 2010, he was appointed as the deputy director of Shenyang Market EconomyAssociation ( 瀋 陽 市 市 場 經 濟 協 會 ), deputy director of National Safety Management Association( 國 家 安 全 管 理 協 會 ) and deputy director of the China Coal Machinery Industry Association ( 中 國煤 炭 機 械 工 業 協 會 ). At the same time, Mr. Zhou is in active participation in academic educationand academic research. In July 2010, he was engaged as a visiting professor of ShenyangIndustrial University ( 瀋 陽 工 業 大 學 ). In September 2010, he was engaged as a supervisor formaster’s degree candidates of Design Art Faculty of Hunan University ( 湖 南 大 學 設 計 藝 術 學 院 ).Also, Mr. Zhou published a number of articles in provincial level magazines such as the “World ofEntrepreneurs” and took part in the editorship of the book “Guidance by Top Masters onAdministration and Administrative Legal Proceedings of the Judicial Examination ( 行 政 法 與 行 政訴 訟 法 2003 年 度 司 法 考 試 名 師 指 導 ) in 2003. Mr. Zhou has achieved remarkable accomplishmentsin mechanical manufacturing, law and finance.– 14 –

APPENDIX IIDETAILS OF THE DIRECTORSTO BE RE-ELECTEDSaved as disclosed herein, Mr. Zhou held no other directorships in any listed publiccompanies in the last three years. Mr. Zhou does not have any relationship with any directors,senior management, substantial shareholders or controlling shareholders of the Company. As at theLatest Practicable Date, Mr. Zhou had no interests in any Shares or underlying Shares of theCompany pursuant to Part XV of the SFO.Mr.Zhouhasenteredintoaservicecontractwith the Company for a term of three years,subject to retirement by rotation and re-election at the Annual General Meeting of the Company inaccordance with the Articles of Association. Mr. Zhou is receiving a director’s fee of appropriatelyHK$654,000 per annum for his directorship in the Company, which was determined by referenceto his duties and responsibilities with the Company.Mr. Xiang Wenbo ( 向 文 波 )Mr. Xiang Wenbo, aged 49, was appointed as a non-executive Director on 23 July 2009. Hehas also been a non-executive director of Sany Heavy Equipment Co., Ltd. (‘‘Sany HeavyEquipment’’) since January 2004. Mr. Xiang has over 20 years of experience in the machineryindustry. Mr. Xiang is currently the president and vice-chairman of Sany Heavy Equipment and isresponsible for its overall business operations and strategic planning.Mr. Xiang joined Sany Group in 1991 and was mainly responsible for production businessand marketing. Mr. Xiang held various posts in Sany Group, such as the standing director andgeneral manager of the marketing department, general manager of Sany Heavy Industry andexecutive president of Sany Group. Mr. Xiang has also held a number of social positions such as arepresentative of the 11th National People’s Congress ( 第 十 一 屆 全 國 人 大 代 表 ), a council memberof China Machinery Industry Confederation ( 中 國 機 械 工 業 聯 合 會 ), vice chairman of ChinaConstruction Machinery Industry Association ( 中 國 工 程 機 械 工 業 協 會 ) and Industrial andCommercial Union in Hunan Province ( 湖 南 省 工 商 聯 合 會 ). Mr. Xiang graduated from DalianUniversity of Technology ( 大 連 理 工 大 學 ) with a master’s degree in Moulding from the Materialsdepartment in October 1988.Saved as disclosed herein, Mr. Xiang held no other directorships in any listed publiccompanies in the last three years. Mr. Xiang does not have any relationship with any directors,senior management, substantial shareholders or controlling shareholders of the Company. As at theLatest Practicable Date, Mr. Xiang was interested in 8% of Sany Heavy Equipment InvestmentsCompany Limited, which in turn held 100% interest in Sany Hongkong Group Limited (‘‘SanyHK’’), and Sany HK was interested in 1,500,000,000 Shares. As such, Mr. Xiang is deemed to beinterested in 1,500,000,000 Shares through his indirect interest in Sany HK pursuant to Part XV ofthe SFO.Mr. Xiang has entered into a service contract with the Company for a term of three years,subject to retirement by rotation and re-election at the annual general meeting of the Company inaccordance with the Articles of Association. No director’s fee will be or has been received by Mr.Xiang for his office as a non-executive Director of the Company.– 15 –

APPENDIX IIDETAILS OF THE DIRECTORSTO BE RE-ELECTEDMr. Ngai Wai Fung ( 魏 偉 峰 )Mr. Ngai Wai Fung, aged 48, was appointed as an independent non-executive Director of theCompany on 5 November 2009. Mr. Ngai is currently the managing director of MNCORConsulting Limited and the vice president of the Hong Kong Institute of Chartered Secretaries.Mr. Ngai is currently the independent non-executive director and member or chairman of theaudit committee of Bosideng International Holdings Limited ( 波 司 登 國 際 控 股 有 限 公 司 ), ChinaRailway Construction Corporation Limited ( 中 國 鐵 建 股 份 有 限 公 司 ), China Coal Energy CompanyLimited ( 中 國 中 煤 能 源 股 份 有 限 公 司 ), BaWang International (Group) Holdings Limited ( 霸 王 國際 ( 集 團 ) 控 股 有 限 公 司 ), Franshion Properties (China) Limited ( 方 興 地 產 ( 中 國 ) 有 限 公 司 ), SITCInternational Holdings Company Limited ( 海 豐 國 際 控 股 有 限 公 司 ), Biostime InternationalHoldings Limited ( 合 生 元 國 際 控 股 有 限 公 司 ) and Powerlong Real Estate Holdings Limited ( 寶 龍地 產 控 股 有 限 公 司 ), which are companies listed on the Stock Exchange.From 2007 to 2010, Mr. Ngai was a director and head of listing services of KCS Hong KongLimited (formerly the corporate and commercial divisions of KPMG and Grant Thornton,respectively) and was the chief officer from 2005 to 2007. Prior to this, Mr. Ngai served in varioussenior management positions, including executive director, company secretary and chief financialofficer, of a number of listed companies (including Industrial and Commercial Bank of China(Asia) Ltd. ( 中 國 工 商 銀 行 ( 亞 洲 ) 有 限 公 司 ), China Unicom (Hong Kong) Limited ( 中 國 聯 通 股份 有 限 公 司 ) and China COSCO Holdings Co. Ltd. ( 中 遠 集 團 ).Mr. Ngai has led or participated in major financing projects such as listing, mergers andacquisitions as well as issuance of debt securities, and the provision of professional services andsupport to many State-owned enterprises and red-chip companies in the areas of regulatorycompliance, corporate governance and secretarial services.Mr. Ngai obtained a master’s degree in Business Administration from Andrews University ofMichigan in 1992 and a master’s degree in Corporate Finance from the Hong Kong PolytechnicUniversity in 2002. He is a doctorate candidate in finance at Shanghai University of Finance andEconomics. Mr. Ngai is a member of the Association of Chartered Accountants in the UnitedKingdom, a member of the Hong Kong Institute of Certified Public Accountants, a fellow of theInstitute of Chartered Secretaries and Administrators, a fellow of the Hong Kong Institute ofCompany Secretaries, a fellow of the Hong Kong Institute of Directors and Hong Kong SecuritiesInstitute.Saved as disclosed herein, Mr. Ngai held no other directorships in any listed publiccompanies in the last three years. Mr. Ngai does not have any relationship with any directors,senior management, substantial shareholders or controlling shareholders of the Company. As at theLatest Practicable Date, Mr. Ngai had no interests in any Shares or underlying Shares of theCompany pursuant to Part XV of the SFO.– 16 –

APPENDIX IIDETAILS OF THE DIRECTORSTO BE RE-ELECTEDMr. Ngai has entered into a service contract with the Company for a term of three years,subject to retirement by rotation and re-election at the annual general meeting of the Company inaccordance with the Articles of Association. Mr. Ngai is receiving a director’s fee of HK$240,000per annum for his directorship in the Company, which was determined by reference to his dutiesand responsibilities with the CompanyOthersThere is no other information relating to the above Directors that is required to be disclosedpursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no othermatter which needs to be brought to the attention of the Shareholders.– 17 –

NOTICE OF ANNUAL GENERAL MEETINGSANY 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)NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sany Heavy EquipmentInternational Holdings Company Limited (the ‘‘Company’’) will be held at No. 1 Meeting Hall of SanyHeavy Equipment Co., Ltd. at No. 31, Yansaihu Street, Shenyang Economic and TechnologyDevelopment Zone, Shenyang, Liaoning Province, the PRC on Friday, 13 May 2011 at 10:00 a.m. forthe following purposes:ORDINARY BUSINESS1. To receive, consider and adopt the audited consolidated financial statements and the reportsof the directors of the Company (the ‘‘Directors’’) and the auditors of the Company and itssubsidiaries for the year ended 31 December 2010;2. To declare a final dividend of HK7.6 cents (before taxation) per share for the year ended 31December 2010 to the shareholders of the Company which shall be paid out of the sharepremium of the Company;3. To re-elect the following Directors:(a)(b)(c)Mr. Zhou Wanchun as executive Director;Mr. Xiang Wenbo as non-executive Director; andMr. Ngai Wai Fung as independent non-executive Director.4. To authorise the board of Directors to fix the Directors’ remuneration;5. To re-appoint Ernst & Young as auditors of the Company and authorise the board ofDirectors to fix their remuneration;SPECIAL BUSINESS6. To consider and, if thought fit, pass the following resolution as an ordinary resolution of theCompany:‘‘THAT the authorised share capital of the Company be increased from HK$300,000,000(divided into 3,000,000,000 ordinary shares (the ‘‘Shares’’) of HK$0.10 each) toHK$500,000,000 (divided into 5,000,000,000 Shares of HK$0.10 each) by the creation of anadditional 2,000,000,000 Shares of HK$0.10 each, and that each such new Share, upon issue,– 18 –

NOTICE OF ANNUAL GENERAL MEETINGshall rank pari passu in all respects with the existing Shares (the ‘‘Increase in AuthorisedShare Capital’’) and further that any director of the Company be and is hereby authorised todo all things and acts and sign all documents which he considers necessary, desirable orexpedient in connection with the implementation of the Increase in Authorised Share Capitaland the matters contemplated under this resolution.’’7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of theCompany:‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange ofHong Kong Limited (the ‘‘Stock Exchange’’) granting and agreeing to grant listing of andpermission to deal in the Bonus Shares (as hereinafter defined):(a)(b)(c)(d)upon the recommendation of the Directors, such sum as shall be equal to the aggregateamount required to pay up in full the Bonus Shares referred to below at their nominalamount of HK$0.10 per share, being part of the Company’s share premium account, becapitalised and accordingly such sum be applied in paying up in full at par the relevantnumbers of Shares of HK$0.10 each in the capital of the Company (the ‘‘BonusShares’’), such Bonus Shares to be allotted and issued and distributed (subject toparagraph (c) below) credited as fully paid among the persons whose names appear onthe registers of members of the Company at the close of business on 13 May 2011 andwhose addresses as shown in such registers are in Hong Kong or whose addresses asshown in such registers are outside Hong Kong if the Directors, based on legal advice,do not consider it necessary or expedient to exclude any such shareholder of theCompany on account either of the legal restrictions under the laws of the place of thatshareholder’s registered address or the requirements of the relevant regulatory body orstock exchange in that place, on the basis of five (5) new shares of HK$0.10 each forevery ten (10) existing Shares of HK$0.10 each held;such Bonus Shares shall not rank for the final dividend for the year ended 31 December2010 or the issue of Bonus Shares pursuant to the authority of this resolution, but shall,subject to the memorandum of association and articles of association of the Company,rank pari passu in all other respects with the shares in the capital of the Company inissue at the time of the issue of the Bonus Shares;no fractional Bonus Shares shall be allotted and distributed as aforesaid, but thefractional entitlements shall be aggregated, rounded down to the nearest whole numberand sold for the benefit of the Company; andthe Directors be authorised to do all such acts and things as may be necessary orexpedient in relation to the issue of the Bonus Shares, including, but not limited to,determining the amount to be capitalized out of the share premium account of theCompany and the number of the Bonus Shares to be allotted and distributed in themanner referred to in paragraph (a) of this resolution.’’– 19 –

NOTICE OF ANNUAL GENERAL MEETING8. To consider and, if thought fit, pass the following resolution as an ordinary resolution of theCompany:‘‘THAT:(a)(b)(c)(d)subject to paragraph (c) below, the exercise by the Directors during the Relevant Period(as hereinafter defined) of all the powers of the Company to allot, issue and deal withadditional Shares in the capital of the Company and to make or grant offers, agreementsand options which might require the exercise of such powers be and is hereby generallyand unconditionally approved;the approval in paragraph (a) shall be in addition to any other authorisation given to theDirectors and shall authorise the Directors during the Relevant Period to make or grantoffers, agreements, options and rights of exchange or conversion which might requirethe exercise of such powers after the end of the Relevant Period;the aggregate nominal amount of share capital allotted or agreed conditionally orunconditionally to be allotted (whether pursuant to an option or otherwise) by theDirectors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) aRights Issue (as hereinafter defined); (ii) the share option scheme of the Companyapproved by the Stock Exchange; or (iii) any scrip dividend or similar arrangementproviding for the allotment of Shares in lieu of the whole or part of a dividend onShares of the Company in accordance with the articles of association of the Company,shall not exceed 20% of the aggregate nominal amount of the issued share capital of theCompany as at the date of passing this resolution, and the said approval shall be limitedaccordingly; andfor the purposes of this resolution:‘‘Relevant Period’’ means the period from the passing of this resolution untilwhichever is the earliest of:(i)(ii)(iii)the conclusion of the next annual general meeting of the Company;the expiration of the period within which the next annual general meeting of theCompany is required by the articles of association of the Company or anyapplicable laws to be held; orthe date upon which the authority set out in this resolution is revoked or varied bywayofordinaryresolutionoftheCompanyingeneralmeeting;and‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holdersof ordinary shares on the register of members of the Company on a fixed record date inproportion to their then holdings of such shares (subject to such exclusion or otherarrangements as the Directors may deem necessary or expedient in relation to fractionalentitlements or having regard to any restrictions or obligations under the laws of, or therequirements of any regulatory body or any stock exchange in, any territory outside HongKong).’’– 20 –

NOTICE OF ANNUAL GENERAL MEETING9. To consider and, if thought fit, pass the following resolution as an ordinary resolution of theCompany:‘‘THAT:(a)(b)(c)(d)subject to paragraph (c) below, the exercise by the Directors during the Relevant Period(as hereinafter defined) of all the powers of the Company to purchase issued Shares inthe capital of the Company, subject to and in accordance with all applicable laws andthe requirements of the Rules Governing the Listing of Securities on the StockExchange as amended from time to time, be and is hereby generally and unconditionallyapproved;the approval in paragraph (a) shall be in addition to any other authorisation given to theDirectors and shall authorise the Directors on behalf of the Company during theRelevant Period to procure the Company to purchase its Shares at a price determined bythe Directors;the aggregate nominal amount of Shares of the Company which are authorised to bepurchased by the Directors pursuant to the approval in paragraph (a) above shall notexceed 10% of the aggregate nominal amount of the issued share capital of theCompany as at the date of passing this resolution, and the said approval shall be limitedaccordingly; andfor the purposes of this resolution:‘‘Relevant Period’’ means the period from the passing of this resolution untilwhichever is the earliest of:(i)(ii)(iii)the conclusion of the next annual general meeting of the Company;the expiration of the period within which the next annual general meeting of theCompany is required by the articles of association of the Company or anyapplicable laws to be held; orthe date on which the authority set out in this resolution is revoked or varied bywayofordinaryresolutionoftheCompanyingeneralmeeting.’’– 21 –

NOTICE OF ANNUAL GENERAL MEETING10. To consider and, if thought fit, pass the following resolution as an ordinary resolution of theCompany:‘‘THAT conditional upon the passing of resolutions nos. 8 and 9 above, the general mandateto the Directors pursuant to resolution no. 8 be and is hereby extended by the additionthereto of an amount representing the aggregate nominal amount of share capital of theCompany purchased by the Company under the authority granted pursuant to the resolutionno. 9, provided that such amount shall not exceed 10% of the aggregate nominal amount ofthe issued share capital of the Company as at the date of passing this resolution.’’ByOrderoftheBoardMr. MAO ZhongwuChairmanHong Kong, 8 April 2011Notes:(1) A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, moreproxies to attend and vote instead of him. A proxy need not be a member of the Company. On a poll, votes may be giveneither 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 respectof such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, thevote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of theother joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the registerof 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 itis signed or a certified copy thereof shall be deposited at the Company’s Hong Kong branch share registrar, ComputershareHong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong notless than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. The proxy form willbe published on the website of the Stock Exchange.(4) The register of members of the Company will be closed from 9 May to 13 May (both days inclusive) during which periodno transfer of shares will be registered. In order to qualify for the entitlement to attend and vote at the forthcoming AnnualGeneral Meeting, and the proposed payment of final dividends and entitlement to the proposed Bonus Shares, all transfersaccompanied 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 RoadEast, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 6 May.(5) The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting inperson should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will berevoked.(6) Shareholders of the Company whose names appear on the Register of Members on 13 May 2011 are entitled to attend andvote at the Annual General Meeting or any adjourned meetings, and Shareholders whose names appear on the Register ofMemberson13May2011areentitledtothefinaldividendsandBonusShares.– 22 –