Shanghai Electric : ANNOUNCEMENT ON ELIGIBILITY FOR TRADING FOR RESTRICTED SHARES UNDER THE NON-PUBLIC ISSUANCE

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 ON ELIGIBILITY FOR TRADING FOR RESTRICTED SHARES

UNDER THE NON-PUBLIC ISSUANCE

References are made to the announcements of Shanghai Electric Group Company Limited (the "Company") dated 14 November 2016 and 17 March 2017, and the circular of the Company dated 23 March 2017 (the "Circular"), in relation to the proposed assets acquisition by issuance of shares and the proposed issuance and placing of A shares (the "Transactions"), and the announcement of the Company dated 30 March 2016 in relation to the unconditional approval for the Transactions from the listed companies merger and reorganization vetting committee of the China Securities Regulatory Commission (the "CSRC"). Unless otherwise indicated, the capitalized terms used in this announcement shall have the same meaning as those defined in the abovementioned announcements and the Circular.

I. Type of Restricted Shares which will Become Eligible for Trading

The type of the restricted shares which will become eligible for trading are tradable shares subject to trading moratorium. The restricted shares issued by the Company in a non-public way in 2017 under the issuance of shares for assets acquisition in the transactions of assets acquisition by issuance of shares and raising of supporting funds (also related-party transactions) will be eligible for trading due to the expiration of the trading moratorium.

(I) Approval Date

On 31 July 2017, the Company received the Approval for the Application for the Issuance of Shares to Shanghai Electric (Group) Corporation ("SEC") for Acquiring Assets and Raising Supporting Funds by SEC (Zheng Jian Xu Ke [2017] No.1390) issued by the China Securities Regulatory Commission, whereby the issuance of 877,918,006 shares by the Company to SEC for acquiring relevant assets was approved.

(II) Share Registration Date

The share registration and deposit procedures in relation to the new shares under the issuance of shares for assets acquisition were completed with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 19 October 2017.

(III) Lock-up Period Arrangement

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The target subscriber under the issuance of shares for assets acquisition was SEC. The shares subscribed by SEC under the non-public issuance shall not be eligible for trading or transfer within 36 months from the date of completion of the non-public issuance. If the closing prices of shares of the Company are below the issue price for 20 consecutive trading days within six-month period from the date of completion of the transactions, or the closing price as at the end of the above-mentionedsix-month period after the date of completion of the transactions is below the issue price, the lock-up period for shares of the Company held by SEC would be automatically extended for at least six months.

As the closing prices of shares of the Company were below the issue price for 20 consecutive trading days within the period from 16 November 2017 to 13 December 2017 and the closing price as at the end of such six-month period after the date of completion of the transactions was below the issue price, the conditions on performance of the above-mentioned undertakings were triggered. Therefore, SEC undertook to extend the lock-up period of 877,918,006 restricted shares obtained in the transactions for 6 months to 19 April 2021, during which time no shares mentioned above shall be transferred.

II. Changes in the Share Capital of the Company since the Formation of the Restricted Shares

Since 19 October 2017 when the registration of shares subject to trading moratorium, which have been issued in a non-public way under the issuance of shares for assets acquisition, was completed, the share capital of the Company has increased from 14,309,080,444 shares to 15,705,971,092 shares. The detailed changes in the share capital are as follows:

1. A total of 416,088,765 A shares, subject to trading moratorium, were issued by the Company in a non-public way in 2017 through raising supporting funds in the transactions of assets acquisition by issuance of shares and raising of supporting funds (also related-party transactions);
2. A total of 133,578,000 restricted A shares were issued to the participants by way of implementing restricted A share incentive scheme by the Company in 2019;
3. A total of 7,416,000 restricted A shares were repurchased and cancelled, such restricted A shares had been granted to the participants who subsequently no longer satisfied the conditions for the incentive scheme, but so far not yet been unlocked by the Company in 2020;
4. 48,430,000 H shares of the Company were repurchased and cancelled by the Company in 2020;
5. A total of 903,069,883 A shares resulted from conversion of the Company's issued A share convertible corporate bonds during the period.

1. Undertakings Related to the Shares subject to Trading Moratorium which will Become Eligible for Trading

SEC undertook that the shares it acquired in the transactions shall not be transferred within 36 months commencing from the date of completion of the issuance of relevant shares, and thereafter shall be subject to the relevant requirements of the CSRC and the Shanghai Stock Exchange. If the closing prices of the shares of the Company are below the issue price for 20 consecutive trading days within the six months after the completion of the transactions, or the closing price as at the end of the above-mentionedsix-month period after the completion of the transactions is below the issue price, the lock-up period for the shares of the Company held by SEC will be automatically extended for at least six months. Meanwhile, SEC undertook that the above undertakings shall also apply to the additional shares of the Company allotted to SEC due to bonus issues and transfers of capital surplus to share capital by the Company.

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As at the date of this announcement, the shareholders applying for the lifting of trading moratorium for the shares had strictly complied with the above undertakings. There was no non-compliance with relevant undertakings which may affect the trading of the shares subject to trading moratorium.

IV. Fund Occupancy by the Controlling Shareholder or Its Related Party

There is no fund occupancy by the controlling shareholder of the Company or its related party (as defined in applicable PRC laws and regulations).

V. Review Opinion from the Intermediary Agency

Guotai Junan Securities Co., Ltd., an independent financial advisor, issued the Review Opinion of Guotai Junan Securities Co., Ltd. on the Unlocking and Trading of Certain Shares subject to Trading Moratorium of Shanghai Electric Group Company Limited in the Transactions of Assets Acquisition by Issuance of Shares and Raising of Supporting Funds (Also Related-party Transactions) in relation to the matter of trading of the shares subject to trading moratorium of the Company.

VI. Details of the Shares subject to Trading Moratorium which will Become Eligible for Trading

The number of the shares subject to trading moratorium which will become eligible for trading is 877,918,006;

The first trading date of the shares subject to trading moratorium is 20 April 2021;

Details of the shares subject to trading moratorium but will be eligible for trading are as follows:

No.	Name of shareholder	Number of	Shareholding	Number of	Balance of
		shares held	percentage (%)	shares which	number of
		which are	of the total	becomes freely	shares which
		subject to	issued share	tradable	remains
		trading	capital of the	(shares)	subject to
		moratorium	Company		trading
		(shares)			moratorium
					(shares)
1	Shanghai Electric (Group)	877,918,006	5.59%	877,918,006	0
	Corporation
	Total	877,918,006	5.59%	877,918,006	0
Note:

The shares subject to trading moratorium which will become eligible for trading are those issued by the Company to SEC in a non-public way in 2017 under the issuance of shares for assets acquisition in the transactions of assets acquisition by issuance of shares and raising of supporting funds (also related- party transactions).

VI. Change in the Structure of Share Capital

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		Shares before	Change in	Shares after being eligible for
	Unit: share	being eligible
	number	trading
		for trading
	1. State-owned shares	877,918,006	-877,918,006	0
	2. Shares held by state-	0	0	0
	owned entities
Shares
subject to
3. Shares held by domestic	126,162,000	0	126,162,000
trading
natural persons
moratorium
	Total number of shares
	subject to trading	1,004,080,006	-877,918,006	126,162,000
	moratorium
	A shares	11,777,409,086	877,918,006	12,655,327,092
Shares not
H shares	2,924,482,000	0	2,924,482,000
subject to
trading
Total number of shares not
moratorium
subject to trading	14,701,891,086	877,918,006	15,579,809,092
	moratorium
Total number of shares	15,705,971,092	0	15,705,971,092

By order of the Board

Shanghai Electric Group Company Limited

ZHENG Jianhua

Chairman of the Board

Shanghai, the PRC, 14 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. ZHENG Jianhua, Mr. HUANG Ou and Mr. ZHU Zhaokai; 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 Dr. XI Juntong, Dr. XU Jianxin and Dr. LIU Yunhong.

* For identification purpose only

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