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Prospectus of Sany Heavy Industry Co., Ltd.

 Unit  Nominal value  Issue price  Issue expense  Raised fund

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This prospectus and its summary have been approved by board of directors as the issuer. All the directors have promised that there isn’t any false record, misleading statement or important omission, and bear individual and joint legal responsibilities for its truthfulness, accuracy and integration. 

Managers of the company, accounting work, accounting institutions have pledged the truthfulness and integration of financial and accounting reports in the prospectus and its summary.

None of the decisions or comments from China Securities Supervision Commission and other government organizations for this issue represents their substantive judgment or pledge on value of the issuer’s shares or profit of investors. All statements opposite to it are false. 

After issuing shares according to laws, issuers themselves are responsible for their business and profit changes and investors themselves are responsible for investment risks caused by those changes, in accordance with regulations of Stock Law of People’s Republic of China.  

Consult stock brokers, lawyers, professional accountants or other consultants for any question on this prospectus and its summary. 
Special risk points

1. After issuing shares, SANY Holding Ltd., holding shareholder of the company, and Liang Wengen, the practical controller, are still on practical holding position. If they control personnel and management decisions by exercising the right vote, there may be risks for other shareholders with minority interests; 

2. When funds are raised after this issue, net assets of the company will be greatly increased and income rate of net assets of the issue year will be distinctively decreased compared with that of 44.53% in 2002. Investors may pay attention to possible investment risks; 

3. As a high-tech enterprise registered in Changsha Economic Technological Development Area, a high-tech industry development area approved by the State Council, we enjoy preferential policies including income tax. Approved by local tax bureaus in Hunan Province, Changsha City and Changsha County from July 1st in 1998 to June 30th in 2000, we enjoy the exemption from income tax for two years, with totally 21.979 million Yuan of income tax reduced and exempted. If the above exempted tax needs to be supplemented for changes of tax collection and management policies to influence interests of our company, the holding shareholder promises to bear the above responsibility;   
4. Main business incomes of our company are 392.611million,550.3451million and 984.5624million Yuan in 2000, 2001 and 2002, increased by 40.18% and 78.90% over last year separately; net profits are 59.9507million, 91.2461million and 209.8554 million Yuan, increased by 52.20% and 129.99% over last year in 2001 and 2002 separately. Sales income of the main product, concrete pumps, are kept with high-speed increase, with sales income of 75.7374milion, 184.2352millionand489.7319 million Yuan in 2000, 2001 and 2002, and increased by 143.26% and 165.82% over last year separately. With the saturation of market and expansion of the company, there exists risks of reduction on increasing trend of main business;     
5. To strengthen the repayment of loans, housings and vehicles are mortgaged for fixed assets of 22.2789 million Yuan from 2000 to 2002, with 9.9303million, 3.9051million and 8.4435 million Yuan in 2000, 2001 and 2002 separately. We have continuously stepped up repayment and strived to reduce account payable mortgaged for fixed assets; however, there might be possibility that similar mortgaged assets in kind cannot be handled promptly and cause losses to our company.    
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