Shanghai Electric : PROPOSED AMENDMENTS ON ARTICLES OF ASSOCIATION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 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)

ANNOUNCEMENT

PROPOSED AMENDMENTS ON ARTICLES OF ASSOCIATION

On 21 October 2019, the board of directors (the "Board") of Shanghai Electric Group Company Limited (the "Company") has approved the proposed amendments on the articles of association of the Company (the "Articles of Association"). The proposed amendments on the Articles of Association are subject to the shareholders' approval at the shareholders' general meeting.

References are made to (i) the announcement of the Company dated 22 January 2019 in relation to the proposed adoption of the Restricted A Share Incentive Scheme (the "Incentive Scheme");

1. the announcement of the Company dated 22 March 2019 in relation to the confirmation of the list of the participants under the Incentive Scheme (the "Participant(s)") who are connected persons; (iii) the circular of the Company dated 11 April 2019, in relation to, among others, the proposed adoption of the Incentive Scheme; (iv) the announcement of the Company dated 29 April 2019 in relation to the approval by Shanghai Municipal State-owned assets Supervision and Administration Commission on the Incentive Scheme; (v) the announcement of the Company dated 6 May 2019 in relation to the poll results of the extraordinary general meeting passing the resolutions of the Incentive Scheme; (vi) the announcement of the Company dated 6 May 2019 in relation to the Grant of restricted A shares to Participants under the restricted A share Incentive Scheme; and (vii) the announcement of the Company dated 24 June 2019 in relation to the results of the grant of restricted A shares under the Incentive Scheme. Certain amendments of the Articles of Association are to reflect the change of share capital.

In addition, considering the actual needs of the Company, and in order to improve the corporate governance structure and to further improve the quality and efficiency of corporate governance, according to the latest amended Company Law of the People's Republic of China (the "Company Law"), the Guidelines on Governance of Listed Companies and other laws, regulations and normative documents, it was proposed that certain amendments shall be made to the Articles of Association, details of which are set out as below:

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Comparison Chart of Amendments to the Articles of Association

Original articles	To be amended as
Article 7	Article 7
The Company's Articles of	The Company's Articles of
Association are binding on the Company	Association are binding on the Company
and its shareholders, directors,	and its shareholders, directors,
supervisors, general manager, deputy	supervisors, general manager, deputy
general managers and other senior	general managers and other senior
management officers, all of whom may,	management officers, all of whom may,
according to the Company's Articles of	according to the Company's Articles of
Association, assert rights in respect of	Association, assert rights in respect of
the affairs of the Company.	the affairs of the Company.
In accordance with these Articles of	In accordance with these Articles of
Association, shareholders may institute	Association, shareholders may institute
legal proceedings against the Company,	legal proceedings against the Company,
the Company may institute legal	the Company may institute legal
proceedings against the directors,	proceedings against the directors,
supervisors, managers and other senior	supervisors, managers and other senior
management officers of the Company,	management officers of the Company,
shareholders may institute legal	shareholders may institute legal
proceedings against other shareholders,	proceedings against other shareholders,
and shareholders may institute legal	and shareholders may institute legal
proceedings against the directors,	proceedings against the directors,
supervisors, the general manager, deputy	supervisors, the general manager, deputy
general managers and other senior	general managers and other senior
management officers of the Company.	management officers of the Company.
Instituting legal proceedings as	Instituting legal proceedings as
referred to in the preceding Paragraph	referred to in the preceding Paragraph
shall include instituting legal	shall include instituting legal
proceedings before a court or applying	proceedings before a court or applying
for arbitration with an arbitration	for arbitration with an arbitration
commission.	commission.
Senior management officers as	Senior management officers as
referred to in the preceding Paragraph	referred to in the preceding Paragraph
shall include the personnel in charge of	shall include the personnel in charge of
financial affairs of the Company and the	financial affairs of the Company and the
	secretary of the board of directors of the
	Company (for the avoidance of doubt,

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secretary of the board of directors of the	the "senior management officers" and
Company.	"secretary of the board of directors" in
	these Articles of Association do not
	comprise the company secretary
	appointed by the Company under the
	Rules Governing the Listing of Securities on
	The Stock Exchange of Hong Kong Limited).
Article 20	Article 20
Upon completion of the initial	Upon completion of the initial
capital increase and issuance of A	capital increase and issuance of A Shares
Shares in 2008, the private placement of	in 2008, the private placement of A
A Shares in 2010, the conversion of part	Shares in 2010, the conversion of part of
of the convertible corporate bonds issued	the convertible corporate bonds issued
domestically in 2015 into shares, the	domestically in 2015 into shares, the
issuance of shares to Shanghai Electric	issuance of shares to Shanghai Electric
(Group) Corporation in 2016 for assets	(Group) Corporation in 2016 for assets
acquisition and the issuance of shares to	acquisition, the issuance of shares to
Shanghai Electric (Group) Corporation	Shanghai Electric (Group) Corporation
for assets acquisition and raising of	for assets acquisition and raising of
supporting funds in 2017, the registered	supporting funds in 2017, and the
capital of the Company is	completion of grant of the restricted
RMB14,725,174,944. The change of the	shares under the Restricted A Share
registered capital of the Company shall	Incentive Scheme of the Company in
be conducted in accordance with the	2019, the registered capital of the
procedures prescribed by relevant laws	Company is RMB15,152,461,836 (as of
and regulations of the PRC.	30 September 2019). The change of the
	registered capital of the Company shall
	be conducted in accordance with the
	procedures prescribed by relevant laws
	and regulations of the PRC.
Article 29	Article 29
Under any of the following	Under any of the following
circumstances, the Company may	circumstances, the Company may
repurchase its outstanding shares in	repurchase its outstanding shares in
accordance with the procedures	accordance with the procedures
prescribed in relevant laws,	prescribed in relevant laws,
administrative regulations and these	administrative regulations and these
Articles of Association:	Articles of Association:
1. reducing the registered capital of	1. reducing the registered capital of
the Company;	the Company;

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2. merging with any other	2. merging with any other
companies which is/are also a	companies which is/are also a
shareholder/shareholders of the	shareholder/shareholders of the
Company;	Company;
3. awarding shares to staffs and	3. applying the shares for employee
employees of the Company;	share ownership plans or employee
4. acquiring shares of shareholders	share incentives;
who raise objections to resolutions	4. acquiring shares of shareholders
by the shareholders' general	who raise objections to resolutions
meeting on the merger or division	by the shareholders' general
of the Company, and request the	meeting on the merger or division of
Company to acquire their shares; or	the Company, and request the
5. other means as prescribed by	Company to acquire their shares;
laws and administrative regulations.	5. applying the shares for conversion
Other than under the above	into corporate bonds to be issued by
the Company which are convertible
circumstances, the Company shall not
into shares;
purchase or sell its shares.
	6. protecting corporate value and the
	rights and interests of shareholders
	of the Company where necessary; or
	7. other means as prescribed by laws
	and administrative regulations.
	Other than under the above
	circumstances, the Company shall not
	acquire the shares of the Company.
Article 30	Article 30
The Company may acquire its own	The Company may acquire its own
shares by any of the following	shares by any of the following
means:	means:
1. centralized price biding on the	1. centralized price biding on the
stock exchange;	stock exchange;
2. offer; or	2. offer; or
3. other means approved by the	3. other means approved by the
competent securities regulatory	competent securities regulatory
authority of the State Council.	authority of the State Council.

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	If the Company intends to acquire
	its own shares due to circumstances
	specified in Items 3, 5 and 6 of Article 29
	of these Articles of Association, the
	transaction shall be conducted through
	centralized trading in an open way.
Article 32	Article 32
If the Company intends to acquire	If the Company intends to acquire
its own shares due to reasons mentioned	its own shares due to circumstances
in Items 1 to 3 of Article 29 of these	specified in Items 1 and 2 of Article 29 of
Articles of Association, a resolution	these Articles of Association, a
shall be adopted by the shareholders'	resolution shall be adopted in a general
general meeting for such purchase.	meeting of the shareholders for such
If the Company repurchases shares	purchase; if the Company intends to
acquire its own shares due to
by agreement without involving any
circumstances specified in Items 3, 5 and
stock exchange, prior approval shall be
6 of Article 29 of these Articles of
obtained from the general meeting of the
Association, a resolution shall be
shareholders in accordance with the
adopted in a board meeting with more
provisions of these Articles of
than two thirds of the directors attending
Association. Upon prior approval by the
in accordance with the authorization of
general meeting of shareholders in the
the general meeting of the shareholders.
same manner, the Company may
Where the laws, administrative
terminate or revise contracts concluded
regulations, departmental rules,
in the aforesaid manner or waive any of
provisions of the Articles of Association
its rights thereunder.
and securities regulatory authorities of
For the purpose of the preceding	the listing places of the Company
provide otherwise in terms of the matters
Paragraph, contracts of share repurchase
involved in share repurchase, such
shall include (but not limited to) the
relevant provisions thereof shall prevail.
agreements whereby the obligation to
repurchase shares is undertaken and the	If the Company repurchases shares
right to repurchase shares is acquired.
by agreement without involving any
The Company may not transfer any	stock exchange, prior approval shall be
obtained from the general meeting of the
contract of share repurchase or any of
shareholders in accordance with the
the rights thereunder.
provisions of these Articles of
	Association. Upon prior approval by the
	general meeting of shareholders in the
	same manner, the Company may
	terminate or revise contracts concluded

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	in the aforesaid manner or waive any of
	its rights thereunder.
	For the purpose of the preceding
	Paragraph, contracts of share repurchase
	shall include (but not limited to) the
	agreements whereby the obligation to
	repurchase shares is undertaken and the
	right to repurchase shares is acquired.
	The Company may not transfer any
	contract of share repurchase or any of
	the rights thereunder.
Article 33	Article 33
In the event that the circumstances	In the event that the circumstances
described under Item 1 of Article 29	described under Item 1 of Article 29
above occurs after the Company has	above occurs after the Company has
acquired its own shares corresponding to	acquired its own A Sharescorresponding
Article 29, the acquired shares shall be	to Article 29, the acquired shares shall
canceled within ten (10) days of such	be canceled within ten (10) days of such
acquisition. If the circumstances	acquisition. If the circumstances
described under Items 2 and 4 of Article	described under Items 2 and 4 of Article
29 above occur after the Company has	29 above occur after the Company has
acquired its own shares as per Article	acquired its own A Shares as per Article
29, the acquired shares shall be	29, the acquired shares shall be
transferred or canceled within six (6)	transferred or canceled within six (6)
months from the said acquisition.	months from the said acquisition; under
Shares of the Company acquired by	the circumstances described in Items 3, 5
and 6 of Article 29 above, the total
the Company in accordance with Item 3
number of shares of the Company held
of Article 29 shall not exceed 5% of the
by the Company shall not exceed 10% of
total shares issued by the Company. The
the total number of issued A Shares of
funds used for the said acquisition shall
the Company and such shares shall be
come from the after-tax profit of the
transferred or canceled within three (3)
Company, and the acquired shares shall
years.
be transferred to the employees of the
Company within one (1) year thereafter.	After the Company has acquired its
The Company shall not accept its	own H shares corresponding to Article
29, the acquired shares shall be
own shares as the collateral of any
canceled as soon as possible in
pledge or charge.
compliance with laws, regulations,
	normative documents and the Rules
	Governing the Listing of Securities on

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		the Stock Exchange of Hong Kong
		Limited.
		The Company shall not accept its
		own shares as the collateral of any
		pledge or charge.
Article 53	Article 53
Holders of ordinary shares of the	Holders of ordinary shares of the
Company shall be entitled to the	Company shall be entitled to the
following rights:	following rights:
1.	receiving dividends and other	1.	receiving dividends and other
	forms of profit distribution in		forms of profit distribution in
	accordance with the number of		accordance with the number of
	shares held;		shares held;
2. attending general meetings of	2.	petitioning, convening,
	shareholders and exercising		presiding over,attending
	their voting rights personally or		general meetings of
	by proxy;		shareholders and exercising
			their voting rights personally or
3.	conducting supervision and		by proxy pursuant to the law;
	administration over the business	3.	conducting supervision and
	activities of the Company, and
		administration over the business
	making suggestions or
		activities of the Company, and
	inquiries;
		making suggestions or inquiries;
	…		…
No powers shall be taken by the	No powers shall be taken by the
Company to freeze or otherwise impair
Company to freeze or otherwise impair
any of the rights attaching to any share
any of the rights attaching to any share
by reason only that the person or persons
by reason only that the person or persons
who are interested directly or indirectly
who are interested directly or indirectly
therein have failed to disclose their
therein have failed to disclose their
interests to the Company.
interests to the Company.
Article 59	Article 59
The general meeting shall exercise	The general meeting shall exercise
the following functions and powers:	the following functions and powers:

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1. determining the business policies	1. determining the business policies
and investment plans of the	and investment plans of the
Company;	Company;
2. electing and replacing directors,	2. electing and replacing directors,
and deciding on matters concerning	and deciding on matters concerning
the remuneration of directors;	the remuneration of directors;
……	……
22. the general meeting may	22. the general meeting may
authorize or entrust the board of	authorize or entrust the board of
directors to perform its authorized	directors to perform its authorized or
or entrusted matters.	entrusted matters, but the board of
……	directors shall not be authorized to
exercise the functions and powers to
	be exercised by the general meeting
	as stipulated by law.
	The general meeting shall make
	resolutions on matters to be resolved by
	the general meeting as prescribed by
	laws, administrative regulations and the
	Articles of Association so as to
	guarantee its decision-making power on
	such matters. Where necessary and
	reasonable, the general meeting may
	authorize the board of directors to make
	decisions on specific matters relating to
	the resolutions which cannot be decided
	immediately at the general meeting
	under the mandate granted at such
	meeting and the authorized matters shall
	be specific.
	……
Article 62	Article 62
General meetings shall be divided	General meetings shall be divided
into annual general meeting and	into annual general meeting and
extraordinary general meetings. General	extraordinary general meetings. General
meetings shall be convened by the board	meetings shall be convened by the board
of directors. The annual general meeting	of directors. The annual general meeting
shall be convened once a year, and be	shall be convened once a year, and be

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held within six (6) months after the end	held within six (6) months after the end
of each accounting year.	of each accounting year.
……	The general meeting shall have a
	meeting place for convening the onsite
	meetings. In addition, the Company shall
	provide convenience for the
	shareholders' participation in the
	general meetings via network voting.
	Shareholders who attend the general
	meetings in the aforesaid manner shall
	be deemed to be present at such
	meetings.
	……
Article 78	Article 78
When voting at the general	When voting at the general meeting,
meeting, shareholders (including	shareholders (including proxies) shall
proxies) shall exercise their voting rights	exercise their voting rights according to
according to the number of voting rights	the number of voting rights represented
represented by the shares thereof. Each	by the shares thereof. Save for the
share shall carry one voting right. Shares	requirement that the cumulative voting
of Company which are held by the	system shall be adopted in the election of
Company shall carry no voting rights,	directors or supervisors who are not the
and the number of such shares shall not	employee representatives under Article
be calculated into the number of voting	105 of these Articles of Association, each
shares of the shareholders attending the	share shall carry one voting right. Shares
meeting.	of Company which are held by the
	Company shall carry no voting rights,
	and the number of such shares shall not
	be calculated into the number of voting
	shares of the shareholders attending the
	meeting.
Article 105	Article 105
A cumulative voting system may be	A cumulative voting system may be
adopted for the election of directors or	adopted for the election of directors or
supervisors at the shareholders' general	supervisors at the shareholders' general
meeting according to the Articles of	meeting according to the Articles of
Association or the resolutions of the	Association or the resolutions of the
shareholders' general meeting. In the	shareholders' general meeting. The
event that the shareholding ratio of the	election of directors or supervisors shall
controlling shareholder of the Company	fully reflect minority shareholders'

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exceeds 30%, the cumulative voting	opinions. In the event that the
system should be adopted.	shareholdings of a single shareholder of
The cumulative voting system	the Company together with parties
acting in concert with him/her/it is 30%
referred to in the previous paragraph
or more,the cumulative voting system
means that during the election of
shall be adopted.
directors or supervisors at the
shareholders' general meeting, each	The cumulative voting system referred
share entitled to vote carries a number of	to in the previous paragraph means that
voting rights equivalent to the number of	during the election of directors or
directors or supervisors to be elected.	supervisors at the shareholders' general
The voting rights held by a shareholder	meeting, each share entitled to vote
may be used in a concentrated way. The	carries a number of voting rights
Board shall announce the biographies	equivalent to the number of directors or
and basic information of candidates for	supervisors to be elected. The voting
directors and supervisors to	rights held by a shareholder may be used
shareholders.	in a concentrated way. The Board shall
	announce the biographies and basic
	information of candidates for directors
	and supervisors to shareholders.
Article 117	Article 117
Board meetings shall be attended	Board meetings shall be attended by
by the directors in person. If a director is	the directors in person. If a director is
unable to attend a meeting in person for	unable to attend a meeting in person for
any reason, such director may appoint,	any reason, such director may appoint, in
in writing, another director to attend the	writing, another director to attend the
meeting on his/her behalf. The authority	meeting on his/her behalf. The authority
delegated shall be specified in the power	delegated shall be specified in the power
of attorney.	of attorney. An independent director
A director who attends a board	shall not appoint a non-independent
director to vote on his/her behalf.
meeting on behalf of another director
shall exercise the rights of a director	A director who attends a board
within the delegated authority. If a	meeting on behalf of another director
director fails to attend a board meeting	shall exercise the rights of a director
in person, and has not appointed a	within the delegated authority. If a
representative to attend the meeting on	director fails to attend a board meeting in
his/her behalf, the director shall be	person, and has not appointed a
deemed to have waived his/her right to	representative to attend the meeting on
vote at the meeting.	his/her behalf, the director shall be
Any director who fails to attend in	deemed to have waived his/her right to
vote at the meeting.
person two (2) consecutive meetings of

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the board of directors and further fails to	Any director who fails to attend in
entrust other directors to attend the	person two (2) consecutive meetings of
meeting, and any independent director	the board of directors and further fails to
who fails to attend in personnel three (3)	entrust other directors to attend the
consecutive meetings of the board of	meeting, and any independent director
directors, shall be deemed incapable of	who fails to attend in personnel three (3)
performing his/her duties and the board	consecutive meetings of the board of
of directors shall propose a general	directors, shall be deemed incapable of
meeting to replace such director.	performing his/her duties and the board
	of directors shall propose a general
	meeting to replace such director.
Article 120	Article 120
The Company shall have a secretary	The Company shall have a secretary
of the board of directors. The secretary	of the board of directors, who shall be
of the board of directors shall be a senior	responsible for preparing the general
management officer of the Company.	meetings and board meetings of the
Management officers of any	Company, keeping relevant documents,
managing the information of
controlling entity of the Company may
shareholders of the Company, dealing
not concurrently hold the position of
with information disclosure related
secretary of the board of directors of the
matters, investor relations related work
Company.
and others.
	The secretary of the board of
	directors shall be a senior management
	officer of the Company, who shall be
	entitled to attend relevant meetings,
	review relevant documents, and keep
	himself/herself abreast of the Company's
	financial position and operations to
	perform his/her duties. The board of
	directors and other senior management
	members or officers shall support the
	work of the secretary of the board of
	directors. Any institution or individual
	shall not interfere with the secretary of
	the board of directors in performing
	his/her duties.
	Management officers of any
	controlling entity of the Company may

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	not concurrently hold the position of
	secretary of the board of directors of the
	Company.
Article 123	Article 123
The Company shall have one (1)	The Company shall have one (1)
general manager whose appointment and	general manager whose appointment and
removal shall be decided by the board of	removal shall be decided by the board of
directors and several deputy general	directors and several deputy general
managers to assist the work of the	managers to assist the work of the
general manager. The board of directors	general manager. The board of directors
may decide that a board member shall	may decide that a board member shall
hold the position of general manager	hold the position of general manager
concurrently, but the member of the	concurrently, but the member of the
management officer of any controlling	management officer of any controlling
entity of the Company may not	entity of the Company may not
concurrently hold the position of general	concurrently hold the position of general
the manager, deputy general manager,	the manager, deputy general manager,
chief financial officer of the Company.	chief financial officer of the Company.
	Any person who holds an executive
	position in the controlling shareholder of
	the Company other than as a director or
	supervisor may not serve as a senior
	management officer of the Company.
Article 131	Article 131
The directors, general manager,	The directors and senior
deputy general managers and the person	management officersof the Company
in charge of financial affairs of the	may not serve concurrently as
Company may not serve concurrently as	supervisors.
supervisors.
Article 144	Article 144
If the general meeting requires a	All the directors, supervisors,
director, supervisor, general manager,	secretary of the board of directors of the
deputy general manager or other senior	Company and the legal counsels
management officer to be present at a	engaged by the Company shall attend
general meeting, such person shall be	general meetings, and the general
present at meeting, answer the inquiries	manager and other senior management
of shareholders, and make explanation	officers shall be present at general
	meetings.The directors, supervisors,
	general manager, deputy general

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and illustration according to the	managers and other senior management
shareholders' inquiries and advices.	officers shallanswer the inquiries of
The directors, supervisors, general	shareholders, and make explanation and
illustration according to the
manager, deputy general managers or
shareholders' inquiries and advices.
other senior management officers shall
provide to the board of supervisors	The directors, supervisors, general
truthful and genuine documents and	manager, deputy general managers or
information and shall not obstruct the	other senior management officers shall
board of supervisors or supervisors from	provide to the board of supervisors
performing duties.	truthful and genuine documents and
	information and shall not obstruct the
	board of supervisors or supervisors from
	performing duties.
Article 9 of the Rules of Procedure for	Article 9 of the Rules of Procedure for
Shareholders' General Meeting	Shareholders' General Meeting
The general meeting is the	The general meeting is the
governing organ of the Company, and	governing organ of the Company, and
shall exercise the following functions	shall exercise the following functions
and powers pursuant to law:	and powers pursuant to law:
1. determining the business policies	1. determining the business policies
and investment plans of the	and investment plans of the
Company;	Company;
2. electing and replacing directors, and	2. electing and replacing directors,
deciding on matters concerning the	and deciding on matters concerning
remuneration of directors;
the remuneration of directors;
……
22. the general meeting may authorize	……
or entrust the board of directors to	22. the general meeting may
perform its authorized or entrusted
authorize or entrust the board of
matters.
directors to perform its authorized or
	entrusted matters, but the board of
……	directors shall not be authorized to
	exercise the functions and powers to
	be exercised by the general meeting
	as stipulated by law.
	The general meeting shall make
	resolutions on matters to be resolved by
	the general meeting as prescribed by
	laws, administrative regulations and the

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	Articles of Association so as to
	guarantee its decision-making power on
	such matters. Where necessary and
	reasonable, the general meeting may
	authorize the board of directors to make
	decisions on specific matters relating to
	the resolutions which cannot be decided
	immediately at the general meeting
	under the mandate granted at such
	meeting and the authorized matters shall
	be specific.
	……
Article 41 of the Rules of Procedure	Article 41 of the Rules of Procedure
for Shareholders' General Meeting	for Shareholders' General Meeting
Every shareholder or shareholder's	Every shareholder or shareholder's
proxy shall exercise their voting rights	proxy shall exercise their voting rights
according to the number of voting rights	according to the number of voting rights
represented by the shares thereof. Each	represented by the shares thereof. Save
share shall carry one voting right.	for the requirement that the cumulative
	voting system shall be adopted in the
	election of directors or supervisors who
	are not the employee representatives
	under Article 105 of these Articles of
	Association,each share shall carry one
	voting right.
Article 3 of the Rules of Procedure for	Article 3 of the Rules of Procedure for
Board Meetings	Board Meetings
The Board shall be accountable to	The Board shall be accountable to
the general meeting, and exercise the	the general meeting, and exercise the
following functions and powers:	following functions and powers:
1. convening the general meeting, and	1. convening the general meeting, and
reporting its work thereto;	reporting its work thereto;
2. implementing resolutions adopted	2. implementing resolutions adopted
by the general meeting;	by the general meeting;
……	……
15. other functions and powers as	15. attending hearings regarding report
stipulated in the Articles of	on risk management and internal
Association or granted by the	controls of the audit committee,
general meeting.
and reviewing, at least once in a
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……	year, the effectiveness of the risk
	management and internal control
	systems of the Company and its
	principal subsidiaries;
	16.other functions and powers as
	stipulated in the Articles of
	Association or granted by the
	general meeting.
	……
Article 10 of the Rules of Procedure	Article 10 of the Rules of Procedure
for Board Meetings	for Board Meetings
If, after the written notice of a	If, after the written notice of a
regular Board meeting is sent, there is	regular Board meeting is sent, there is
any need to change the time, venue or	any need to change the time, venue or
other matters of the meeting, or to add,	other matters of the meeting, or to add,
change or cancel proposals to the	change or cancel proposals to the
meeting, a written notice of change shall	meeting, a written notice of change shall
be sent three (3) days before the original	be sent three (3) days before the original
designated date for convening the	designated date for convening the
meeting, to explain the reasons and	meeting, to explain the reasons and
provide the contents and documents	provide the contents and documents
relating to the new proposals. Where the	relating to the new proposals. Where the
notice of change is sent less than three	notice of change is sent less than three
(3) days in advance, the date of meeting	(3) days in advance, the date of meeting
shall be postponed accordingly or the	shall be postponed accordingly or the
meeting shall be held on schedule upon	meeting shall be held on schedule upon
approval by all the attending directors in	approval by all the attending directors in
writing.	writing.
If, after the notice of an	If, after the notice of an
extraordinary Board meeting is sent,	extraordinary Board meeting is sent,
there is any need to change the time,	there is any need to change the time,
venue or other matters of the meeting, or	venue or other matters of the meeting, or
to add, change or cancel proposals to the	to add, change or cancel proposals to the
meeting, a prior written consent of all	meeting, a prior written consent of all
the attending directors and shall be	the attending directors and shall be
obtained and well documented.	obtained and well documented.
	If two or more independent
	directors deem the information
	incomplete or the rationales inadequate,
	they may jointly file a written request

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with the Board to postpone the convening of the meeting or the consideration of the matter, which shall be accepted by the Board.

Such amendments to the Articles of Association will come into effect after being considered and approved at the shareholders' general meeting of the Company. The Board has resolved to propose a resolution at the general meeting of the Company to authorise the Board in turn to authorise the management of the Company to handle the approval and filing procedures with relevant regulatory authorities involved in such amendments, and to make wording adjustments to such amendments according to opinions of the regulatory authorities.

MISCELLANEOUS

The extraordinary general meeting of the Company ("EGM") will be convened on 14 November 2019 to approve the proposed amendments on the Articles of Association. A circular containing, among other things, details of the proposed amendments on Articles of Association and the notice of the EGM as well as the supplemental notice of the EGM will be dispatched to the Shareholders on or before 29 October 2019.

By order of the Board

Shanghai Electric Group Company Limited

ZHENG Jianhua

Chairman of the Board

Shanghai, the PRC, 21 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, Dr. CHU Junhao and Dr. XI Juntong.

* For identification purpose only

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