Shanghai Electric : CLARIFICATION ANNOUNCEMENT

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SHANGHAI ELECTRIC GROUP COMPANY LIMITED

上海電氣集團股份有限公司

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

(Stock Code: 02727)

CLARIFICATION ANNOUNCEMENT

Reference is made to the announcement of Shanghai Electric Group Company Limited (the "Company") on 21 October 2019 in relation to, among other things, the resignation of Mr. Kan as an independent non-executive director, the chairman and a member of the audit committee, a member of the remuneration committee and a member of the nomination committee of the Company and the nomination of Mr. Xu Jianxin as the candidate for an independent non- executive director (the "Change of Director Announcement"). Unless otherwise indicated, the capitalized terms in this announcement shall have the same meaning as defined in the Change of Director Announcement.

The Company would like to clarify that Mr. Kan Shun Ming tendered his notice of resignation on 21 October, whilst his resignation shall come into effect from the date of the extraordinary general meeting of the Company where a new independent non-executive director is elected. During the interim, Mr. Kan will continue to perform his duties in accordance with the relevant provisions under the Guidelines for Introducing Independent Directors to the Board of Directors of Listed Companies and the Articles of Association of the Company.

As disclosed in the Change of Director Announcement, Mr. Xu Jianxin has been nominated by the Board as the candidate for an independent non-executive director, which is to be approved by the shareholders of the Company at the extraordinary general meeting of the Company to be convened on 14 November 2019. If Mr. Xu Jianxin's appointment is approved at that extraordinary general meeting, Mr. Kan Shun Ming's resignation shall become effective since then.

Mr. Kan would like to clarify that his resignation is due to his personal busy schedule that makes it challenging for him to give sufficient time and attention to the affairs of the Company.

Save for the aforesaid, the Company confirms that there is no other clarification that is required to be made regarding the Change of Director Announcement.

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By order of the Board

Shanghai Electric Group Company Limited

ZHENG Jianhua

Chairman of the Board

Shanghai, the PRC, 24 October 2019

As at the date of this announcement, the executive directors of the Company are Mr. ZHENG Jianhua, Mr. HUANG Ou, Mr. ZHU Zhaokai and Mr. ZHU Bin; the non-executive directors of the Company are Ms. YAO Minfang and Ms. LI An; and the independent non-executive directors of the Company are Mr. KAN Shun Ming(Note), Dr. CHU Junhao and Dr. XI Juntong.

Note: Mr. KAN Shun Ming tendered his resignation as an independent non-executive director of the Company on 21 October 2019 whilst his resignation has not yet come into effect as of the date of this announcement.

* For identification purpose only

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