Shanghai Electric : Supplemental Proxy Form

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

(Stock Code: 02727)

Supplemental Form of Proxy for the Extraordinary General Meeting to be held on

Thursday, 14 November 2019

I/We1 of

being the registered holder(s) of2H shares of RMB1.00

each in the share capital of Shanghai Electric Group Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN

OF THE MEETING3 or

of

as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the "EGM") to be held at Xingyuan Hall, 3/F, B Block, Ramada Plaza Shanghai Caohejing, No. 509 Caobao Road, Shanghai, the PRC at 9:00 a.m. on Thursday, 14 November 2019 (and any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the supplemental notice convening the EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

	ORDINARY RESOLUTIONS			VOTING
1	To consider and approve the election of Mr. XU Jianxin as an			For
	independent non-executive director of the fifth session of the	The resolution is voted on by cumulative poll
	Board.		(Number of votes)4
		A total of one independent non-executive Director
				is elected
	ORDINARY RESOLUTIONS	FOR5		AGAINST5		ABSTAIN5
2	To consider and approve the adjustment of maximum outstanding
	amount for provision of external guarantees by the Company for
	the year of 2019.
	SPECIAL RESOLUTION	FOR5		AGAINST5		ABSTAIN5
2.	To consider and approve the resolution on the proposed
	amendments to the Articles of Association of the Company.

Date:

2019

Signature(s)5:

Notes :

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy related. If no number is inserted, this supplemental form of proxy will be deemed to relate to all shares registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy needs not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS SUPPLEMENTAL FORM OF PROXY MUST BE INITIALLED BY THE
   PERSON WHO SIGNS IT.

1. IMPORTANT: ACCORDING TO ARTICLE 105 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, RESOLUTION IN RESPECT OF THE ELECTION OF DIRECTORS SHALL ADOPT THE METHOD OF CUMULATIVE POLL. Please indicate by inserting the number of votes in the space provided as to how you wish your votes to be cast.
2. 1. You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the number of independent non-executive directors upon whom you can vote, when electing the independent non-executive director. Such votes may only be voted for the candidate of the independent non-executive director. The total number of votes cast by you for the independent non-executive director candidate shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for the independent non-executive director candidate is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.
   2. Any independent non-executive director candidate who has received FOR votes exceeding half of the total number of voting shares held by shareholders who attended the EGM (assuming the cumulative voting has not been applied) shall be an elected independent non-executive director.
3. IMPORTANT: RESOLUTIONS IN RESPECT OF THE ADJUSTMENT OF MAXIMUM OUTSTANDING AMOUNT FOR PROVISION OF EXTERNAL GUARANTEES BY THE COMPANY FOR THE YEAR OF 2019 AND THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY SHALL ADOPT THE METHOD OF NON-CUMULATIVE POLL. IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED "ABSTAIN". Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this supplemental form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice and supplemental notice convening the EGM.
4. This supplemental form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the supplemental form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
5. In case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
6. In order to be valid, this supplemental form of proxy, together with the power of attorney or other authorisation document (if any), must be deposited at the H share registrar of the Company for holders of H Shares not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of this supplemental form of proxy will not preclude a Shareholder from attending and voting in person at the meeting if he/she so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
7. Shareholders or their proxies attending the EGM shall produce their identity documents.
8. This proxy form is the supplemental form of proxy for the purpose of the supplemental resolution and only serves as a supplement to the original proxy form for the EGM.
9. This supplemental form of proxy will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolution set out in the notice of the EGM dated 27 September 2019. If you do not duly complete and deliver this supplemental form of proxy but have duly completed and delivered the original proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at his discretion on the ordinary resolutions and special resolution 2 set out in the supplemental notice of the EGM dated 29 October 2019. If you do not duly complete and deliver the original proxy form for the EGM but have duly completed and delivered this supplemental proxy form and validly appointed a proxy to attend and act for you at the EGM, your proxy will be entitled to vote at his/her discretion on the resolution set out in the Notice of the EGM dated 27 September 2019.
10. If the proxy being appointed to attend the EGM under this supplemental form of proxy is different from the proxy appointed under the original proxy form and both proxies attended the EGM, the proxy validly appointed under the original proxy form shall be designated to vote at the EGM.

• For identification purpose only