Dongfang Electric : EXPLANATION OF THE SUPERVISORY COMMITTEE REGARDING THE REVIEW OPINIONS ON THE LIST OF PARTICIPANTS UNDER THE RESTRICTED A SHARE INCENTIVE SCHEME FOR 2019 AND THE STATUS OF ANNOUNCEMENT

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EXPLANATION OF THE SUPERVISORY COMMITTEE REGARDING THE REVIEW OPINIONS ON THE LIST OF PARTICIPANTS UNDER THE RESTRICTED A SHARE INCENTIVE SCHEME FOR 2019 AND THE STATUS OF ANNOUNCEMENT

This announcement is made by Dongfang Electric Corporation Limited (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

1. STATUS OF ANNOUNCEMENT
   In accordance with relevant provisions under the Administrative Measures on Share Incentives of Listed Companies 《( 上 市 公 司 股 權 激 勵 管 理 辦 法》) (the "Administrative Measures"), the Company convened the seventeenth meeting of the ninth session of the board of directors (the "Board") and the tenth meeting of the ninth session of the supervisory committee on 5 September 2019 at which the resolutions including the Resolution regarding the Restricted A Share Incentive

Scheme for 2019 of the Company (Draft) and its Summary 《( 關 於 本 公 司<2019

年A 股 限 制 性 股 票 激 勵 計 劃（草 案)> 及 其 摘 要 的 議 案》) were considered and approved, convened the nineteenth meeting of the ninth session of the Board and the twelfth meeting of the ninth session of the supervisory committee on 27 September 2019 at which the resolutions including the Resolution regarding the

Restricted A Share Incentive Scheme for 2019 of the Company (Amended Draft) and its Summary 《( 關 於 本 公 司<2019 年A 股 限 制 性 股 票 激 勵 計 劃（草 案

修 訂 稿)>及 其 摘 要 的 議 案》) were considered and approved, and announced the name and position of the proposed participants under the Restricted A Share

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Incentive Scheme for 2019 (the "Incentive Scheme") through the internal OA system. In accordance with relevant provisions under the Administrative Measures and the Articles of Association of the Company (the "Articles of Association"), the supervisory committee of the Company (the "Supervisory Committee") reviewed the list of proposed participants under the Restricted A Share Incentive

Scheme for 2019 (Amended Draft) of Dongfang Electric Corporation Limited 《( 東 方電氣股份有限公司2019年A股限制性股票激勵計劃（草案修訂稿)》) (the

"Incentive Scheme (Amended Draft)") based on the status of announcement. The relevant status of announcement and review opinions are as follows:

In addition to the announcements of the Incentive Scheme (Amended Draft) and its summary and the List of Participants under the Restricted A Share Incentive Scheme of Dongfang Electric Corporation Limited 《( 東 方 電 氣 股 份 有 限 公 司 A 股 限 制 性 股 票 激 勵 計 劃 激 勵 對 象 名 單》) (the "List of Participants") on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 28 September 2019, the Company also announced the name and position of the proposed participants of the Company through the internal OA system in the period from 27 September 2019 to 8 October 2019, during which employees of the Company can give reflections to the Supervisory Committee in written or oral form.

During the announcement period, the employees of the Company enquired the Supervisory Committee about the rules and procedures for determining the participants, and the Supervisory Committee and relevant departments made earnest feedback. As at 9 October 2019, the Supervisory Committee did not receive any objection against the proposed participants from any employee.

1. REVIEW OPINIONS OF THE SUPERVISORY COMMITTEE
   In accordance with relevant provisions under the Administrative Measures and the Articles of Association, the Supervisory Committee expressed the following review opinions based on the status of announcement of the name and position of the proposed participants of the Company and the review results of the Supervisory Committee:
   1. Restricted A Share Incentive Scheme for 2019 of the Company proposed to grant 30,000,000 restricted shares to the incentive participants, of which 29,000,000 restricted shares were under first grant and 1,000,000 restricted shares were under reserved grant. According to the Incentive Scheme (Amended Draft) and the H shares circular, the participants under the Incentive Scheme do not include the independent non-executive directors and the supervisors of the Company, any shareholder or de facto controller, whether jointly or individually, holding more than 5% of the shares of the Company, or their respective spouses, parents and children. In summary, the 30,000,000 restricted shares to be granted (including the first grant and reserved grant) under the Incentive Scheme is not included the directors and supervisors of the Company.

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1. All the persons listed in the List of Participants served at the Company when the Incentive Scheme was implemented by the Company and possessed the qualifications under relevant laws including the Company Law of the People's Republic of China (the "Company Law") and the Securities Law of the People's Republic of China, regulations, normative documents and the Articles of Association.
2. The basic information of the proposed participants is true, and there is no false statement, intentional concealment or information that many cause major misunderstanding.
3. None of the following circumstances existed as for the proposed participant that shall not be qualified as the participant according to Article 8 of the Administrative Measures:
4. 1. has been deemed as an inappropriate candidate by the Shanghai Stock Exchange in the last 12 months;
   2. has been deemed as an inappropriate candidate by the China Securities Regulatory Commission ("CSRC") or any of its dispatched agencies in the last 12 months;
   3. has been imposed with administrative penalties or a ban from entry into the securities market by the CSRC or any of its dispatched agencies due to material breach of laws and regulations in the last 12 months;
   4. is prohibited from acting as a director, supervisor or a member of the senior management of a corporation under the Company Law;
   5. is not allowed to participate in any share incentive scheme of a listed company under laws and regulations;
   6. falls under any other circumstances as prescribed by the CSRC.
5. None of the following circumstances existed as for the proposed participant that shall not be qualified as the participant according to Article 35 of the
   Trial Measures on Implementation of Share Incentive Schemes by State- Owned Listed Companies (Domestic) (Guo Zi Fa Fen Pei [2006] No. 175) (國
   有控股上市公司（境內）實施股權激勵試行辦法（國資發分配[2006]175
   號)):
6. 1. has violated relevant laws and regulations of the State or the provisions of the articles of association of the listed companies;

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1. has caused losses to listed companies during his/her term of office due to his/her violation of laws or disciplines such as bribery, embezzlement, theft, divulgence of confidential information of listed companies in operational and technical aspect and execution of unfair connected transactions, all of which are detrimental to the interests and reputation of the Company and have a material adverse impact on the image of listed companies.

6. All the proposed participants are in line with the conditions on participants stipulated in the Administrative Measures and other documents, and fall in the scope of participants under the Incentive Scheme (Amended Draft) and its summary.

In conclusion, the Supervisory Committee is of the view that the proposed participants under the Incentive Scheme are in compliance with the relevant laws, regulations and normative documents, and the qualifications of the participants under the Incentive Scheme are legal and valid.

By Order of the Board

Dongfang Electric Corporation Limited

Gong Dan

Company Secretary

Chengdu, Sichuan, the PRC

8 November 2019

As at the date of this announcement, the directors of the Company are as follows:

Directors:	Zou Lei, Yu Peigen, Huang Wei, Xu Peng and Bai Yong
Independent Non-executive	Gu Dake, Xu Haihe and Liu Dengqing
Directors:

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