SANY Heavy Industry Co., Ltd. — Proxy Solicitation & Information Statement 2026

May 11, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

SANY

SANY Heavy Industry Co., Ltd.

三一重工股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6031)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of SANY Heavy Industry Co., Ltd. (the "Company") will be held at 10:00 a.m. on Tuesday, June 2, 2026 at No. 1 Conference Room, Administrative Center, SANY Industrial Park, Changsha County, Changsha City, Hunan Province, the PRC, to deal with the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the proposal regarding the 2025 Work Report of the Board.
2. To consider and approve the proposal regarding the 2025 Annual Report and Its Summary.
3. To consider and approve the proposal regarding the 2025 Audited Financial Statements.
4. To consider and approve the proposal regarding the 2025 Profit Distribution Plan.
5. To consider and approve the proposal regarding the Assessment of Directors' Remuneration for 2025.
6. To consider and approve the proposal regarding the proposed application for credit facilities from banks.
7. To consider and approve the proposal regarding the proposed re-appointment of auditors for 2026.
8. To consider and approve the proposal regarding the proposed conducting of financial derivatives business.
9. To consider and approve the proposal regarding the proposed use of idle own funds to purchase wealth management products.

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1. To consider and approve the proposal regarding the 2025 Work Reports of Independent Directors.

2. To consider and approve the proposal regarding the Shareholder Return Plan for the Next Three Years (2026–2028).

3. To consider and approve the proposal regarding the proposed establishment of and application for issuance of asset-backed securities (ABS) by the controlled subsidiary SANY Financial Leasing Co., Ltd. and the related-party transaction.

4. To consider and approve the proposal regarding the proposed amendments to the Management System Relating to Remuneration of Directors and Senior Management.

By order of the Board
SANY Heavy Industry Co., Ltd.
XIANG Wenbo
Executive Director and
Chairman of the Board

Hong Kong, the PRC
May 11, 2026

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Notes:

1. Eligibility for attending the AGM and date of registration of members for H Shares

The register of members of H Shares of the Company will be closed from May 28, 2026 to June 2, 2026 (both days inclusive), during which time no share transfers of H Shares will be effected. Purchasers of H Shares who have submitted their share transfer documents to the Company's H Share Registrar and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on May 27, 2026 are entitled to attend and vote in respect of all resolutions to be proposed at the Annual General Meeting.

In order to attend the AGM, holders of H Shares should ensure that all share transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, before 4:30 p.m. on May 27, 2026.

1. Proxy

Each Shareholder entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote on his/her/their behalf. The proxy need not be a Shareholder of the Company.

(i) The form of proxy appointing a proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

(ii) To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time appointed for the AGM (i.e. before 10:00 a.m. on Monday, June 1, 2026).

1. Registration procedures for attending the AGM

A Shareholder or his/her proxy should present proof of identity when attending the AGM. If a Shareholder is a legal person, its legal representative or other person authorized by the Board of Directors or other governing body of such Shareholder may attend the AGM by providing a copy of the resolution of the Board of Directors or other governing body of such Shareholder appointing such person to attend the meeting.

1. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. For the avoidance of doubt and for the purposes of the Hong Kong Listing Rules, holders of treasury Shares are required to abstain from voting on the matters to be approved by Shareholders at the shareholders' meetings of the Company.

1. Miscellaneous

(i) The AGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

(ii) The registered office of the Company:

5/F, Building 6
No. 8, Beijing Road
Changping District,
Beijing
PRC

Contact department: Securities Investment Office of the Company
Telephone: 0731-84031555
Email: xiaoh62@sany.com.cn
Contact person: Xiao Hao

As at the date of this notice, the Board comprises: (i) Mr. XIANG Wenbo and Mr. YU Hongfu as executive directors; (ii) Mr. LIANG Wengen, Mr. LIANG Zaizhong and Mr. LIU Daojun as non-executive directors and (iii) Mr. WU Zhongxin, Ms. XI Qing and Mr. LAM Yuk Kun Lawrence as independent non-executive directors.