SANY Heavy Industry has issued a circular convening an extraordinary general meeting on 14 July 2026 to seek shareholder approval for five key resolutions.

Key proposal – 2026 A-share employee stock ownership plan (ESOP) • Size and funding: Up to RMB496.89 million sourced entirely from the company’s accrued incentive funds; no employee cash contribution is required. • Share source and price: A maximum 23.33 million repurchased A-shares (about 1 % of current share capital) will be transferred to participants at RMB21.30 per share. • Participants: No more than 5,420 directors, senior and middle management, key position holders and core technical staff. • Allocation: Directors and senior executives are slated for RMB4.11 million (0.83 % of the ESOP). Two vice-presidents, Zhang Ke and Sun Xinliang, would receive RMB2.90 million and RMB0.77 million respectively; Board Secretary Qin Zhiyu would take RMB0.44 million. The remaining RMB492.78 million (99.17 %) is earmarked for other eligible employees. • Term and lock-up: 72-month duration with a 12-month lock-up starting from the date the last tranche of shares is transferred. Vesting is split: position-salary employees receive 20 % annually from 2027-2031, equity-salary employees 50 % in 2027 and 2028. • Voting rights: The ESOP will waive voting rights attached to its shares while in force.

Supporting measures Shareholders will also vote on administrative rules governing the ESOP and a blanket authorisation empowering the board to amend, implement or terminate the plan within regulatory limits.

Director remuneration for 2026 Independent directors will each receive a fixed pre-tax allowance of RMB200,000 per year. Non-independent directors employed by SANY will be paid according to existing position-based salary packages; those without company appointments will not receive director fees.

Audit framework change The board proposes terminating Ernst & Young as H-share financial report auditor following the company’s decision to adopt China Accounting Standards for Business Enterprises (CASBE) uniformly from the 1H 2026 interim report. Domestic auditor Ernst & Young Hua Ming LLP is slated to become the sole auditor for both A- and H-share accounts, with total 2026 audit and internal-control fees estimated at about RMB4.20 million. Ernst & Young has confirmed no matters need to be brought to shareholders’ attention regarding the termination.

Meeting logistics The register of H-share members closes 9–14 July 2026. Share transfers must be lodged by 4:30 p.m. on 8 July 2026 to qualify for voting rights. Proxies must be filed 24 hours before the meeting. All resolutions will be decided by poll.