China Machinery Engineering : JOINT ANNOUNCEMENT MONTHLY UPDATE ON THE PROPOSED PRE-CONDITIONAL MERGER BY ABSORPTION OF THE COMPANY BY THE OFFEROR

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company, nor is it any solicitation of any vote or approval in any jurisdiction.

This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

China SUMEC Automotive Industry Consulting Development Co., Ltd. *

(a company incorporated in the People's Republic of

China with limited liability)

*

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

(Stock code: 1829)

JOINT ANNOUNCEMENT

MONTHLY UPDATE ON THE PROPOSED PRE-CONDITIONAL MERGER BY

ABSORPTION OF THE COMPANY BY THE OFFEROR

Financial Adviser to the Offeror

INTRODUCTION

We refer to the joint announcement (the "Joint Announcement") issued by China SUMEC Automotive Industry Consulting Development Co., Ltd.* (the "Offeror") and China Machinery Engineering Corporation* (the "Company") dated 13 January 2021 in relation to the Merger, the joint announcement (the "Extension Announcement") issued by the Offeror and the Company dated 3 February 2021 in relation to the extension of time for despatch of the Composite Document and the joint announcements (the "Monthly Update Announcements") issued by the Offeror and the Company dated 2 March 2021 and 1 April 2021 in relation to the monthly update on the Merger. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement, the Extension Announcement and the Monthly Update Announcements.

MONTHLY UPDATE ON THE MERGER

As stated in the Joint Announcement, the Merger Agreement is subject to the fulfilment of the Pre-Condition which involves obtaining or completion of the relevant filing, registration or approval in respect of the Merger with or by the competent PRC authorities. The Offeror has filed relevant applications and is currently awaiting for approvals from competent PRC authorities. As at the date of this joint announcement, the Pre-Condition is yet to be fulfilled.

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As stated in the Extension Announcement and the Monthly Update Announcements, an application was made to the Executive pursuant to Note 2 to Rule 8.2 of the Takeovers Code, and the Executive has granted its consent to extend the latest time for the despatch of the Composite Document to a date falling within 7 days of the fulfilment of the Pre-Condition or 20 January 2022, whichever is earlier.

Further announcement(s) will be made by the Offeror and the Company upon the fulfilment of the Pre-Condition as and when appropriate.

By order of the sole director of	By order of the board of
China SUMEC Automotive Industry	China Machinery Engineering
Consulting Development Co., Ltd.*	Corporation*
WANG Huifang	BAI Shaotong
Sole Director	Chairman
Beijing, China
30 April 2021

As at the date of this joint announcement, the Offeror's sole director is Ms. Wang Huifang. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Company) and confirm, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.

As at the date of this joint announcement, the board of directors of SINOMACH comprises Mr. Zhang Xiaolun, Mr. Wu Yongjie, Mr. Song Xin, Mr. Shang Bing, Mr. Jiang Xin, Mr. Dong Xuebo, Mr. Sha Xianhua, Mr. Zhang Xi and Mr. Liu Zuqing. The directors of SINOMACH jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.

As at the date of this joint announcement, the Board comprises Mr. FANG Yanshui and Ms. AI Wei as executive Directors, Mr. BAI Shaotong, Mr. MA Jian and Mr. ZHANG Zhiyu as non-executive Directors, and Mr. LIU Li, Ms. LIU Hongyu, Mr. FANG Yongzhong and Mr. WU Tak Lung as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Offeror and SINOMACH) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror and the directors of SINOMACH) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.

• For identification purposes only

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