Shanghai Electric : POLL VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 27 DECEMBER 2019

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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)

POLL VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 27 DECEMBER 2019

The board of directors (the "Board") of Shanghai Electric Group Company Limited (the "Company") is pleased to announce that the extraordinary general meeting (the "EGM") of the Company were duly convened on 27 December 2019 and the resolutions proposed at the EGM were duly passed by the Shareholders of the Company by way of poll.

Reference is made to the circular of the Company dated 6 December 2019 (the "Circular"), which set out all the resolutions to be considered by the shareholders of the Company. Unless otherwise indicated, the capitalised terms used in this announcement shall have the same meaning as those defined in the Circular.

The Board is pleased to announce that the EGM was held at Xingyuan Hall, 3/F, B Block, Ramada Plaza Shanghai Caohejing, No. 509 Caobao Road, Shanghai, the People's Republic of China at 9 a.m., Friday, 27 December 2019. Executive director, Mr. Zhu Zhaokai, chaired the EGM. In accordance with relevant PRC laws and regulations, the holders of A Shares were entitled to attend the EGM and vote in person, by proxy, or via network for the relevant resolutions. The time of network voting for the resolutions proposed at the EGM for holders of A Shares on 27 December 2019 was set out in the notice of the EGM to holders of A Shares published on the website of Shanghai Stock Exchange separately.

Poll voting for the resolutions of the EGM was taken in accordance with Rule 13.39(4) of the Listing Rules and the Articles of Association of the Company. Ms. Xu Lei and Mr. Xie Kai, representatives of the Shareholders, Mr. Han Quanzhi, a supervisor of the Company, and Mr. Chen Huiyu from Grandall Law Firm (Shanghai), the PRC legal advisor of the

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Company and also as authorized by Computershare Hong Kong Investor Services Limited, acted as the joint scrutineers in respect of the voting at the EGM. Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, performed the calculation to obtain the poll voting results with respect to the H Shares.

Grandall Law Firm (Shanghai) confirmed that, the convening, holding, attendants, qualification of convener and voting procedures of the EGM conformed to the Company Law of the PRC, the Securities Law of the PRC, the Rules of Procedures of Shareholders' General Meeting of Listed Companies and other relevant laws and regulations as well as the Articles of Association. The EGM was legal and valid. The Board is pleased to announce that the resolutions proposed at the EGM were duly passed.

RESULTS OF THE EGM

The total number of shares entitling the Shareholders to attend the EGM is 15,152,462,030 Shares (including 12,179,550,030 A Shares and 2,972,912,000 H Shares), being the total number of shares entitling the Shareholders to vote on the 3rd resolution proposed at the EGM. The Shareholders, holding in aggregate 9,704,893,902 Shares, representing approximately 64.05% of the total number of shares carrying the voting rights on the 3rd resolution, attended the EGM and voted in respect of the 3rd resolution proposed at the EGM in person, by proxy or via network. Among which, 9,194,544,041 shares were held by the holders of A Shares, representing approximately 75.49% of the total number of A shares carrying the voting rights, 510,349,861 shares were held by the holders of H Shares, representing approximately 17.17% of the total number of H shares carrying the voting rights.

In respect of the 1st and 2nd resolutions at the EGM, SEC, the controlling shareholder of the Company together with its associates holding approximately 59.18% of the share capital of the Company (including 8,662,879,405 A Shares and 303,642,000 H Shares) as at the date of the EGM, had a material interest in the abovementioned resolutions proposed and shall abstain from voting on the 1st and 2nd resolutions at the EGM . Accordingly, the total number of shares entitling the Shareholders to attend the EGM and vote on the 1st and 2nd resolutions proposed is 6,185,940,625 Shares (including 3,516,670,625 A Shares and 2,669,270,000 H Shares). The shareholders, holding in aggregate 1,042,412,497 shares, representing approximately 16.85% of the total number of shares carrying voting rights on the 1st resolution, attended the EGM and voted in respect of the 1st resolution in person, by proxy or via network. Among which, 531,664,636 shares were held by the holders of A Shares, representing approximately 15.12% of the total number of A shares carrying the voting rights; 510,747,861 shares were held by the holders of H shares, representing approximately 19.13% of the total number of H shares carrying the voting rights. The shareholders, holding in aggregate 1,042,014,497 shares, representing approximately 16.84% of the total number of shares carrying voting rights on the 2nd resolution, attended the EGM

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and voted in respect of the 2nd resolution in person, by proxy or via network. Among which, 531,664,636 shares were held by the holders of A Shares, representing approximately 15.12% of the total number of A shares carrying the voting rights; 510,349,861 shares were held by the holders of H shares, representing approximately 19.12% of the total number of H shares carrying the voting rights.

Save as disclosed above, no Shareholder was required to abstain from voting on any resolution proposed at the EGM under the Listing Rules. No Shareholder who was entitled to attend had to abstain from voting in favour of any resolution at the EGM pursuant to Rule 13.40 of the Listing Rules. No Shareholders indicated their intention in the Circular to vote against or abstain from voting in respect of any resolution proposed at the EGM.

Please refer to the Circular for full text of the resolutions. The poll results in respect of the resolutions at the EGM are as follows:

					For		Against	Abstain
	ORDINARY RESOLUTION	Number of		Percent-	Number of	Percent-	Number	Percent-
		age	age	of	age
					Shares		Shares
						(%)	(%)	Shares	(%)
	To	consider	and	A Shares	531,535,736		99.9758	128,900	0.0242	0	0.0000
	approve	the
	continuing		H Shares	508,620,161		99.5834	2,127,700	0.4166	0	0.0000
	connected
1	transactions	and
	proposed	annual	Total	1,040,155,897		99.7835	2,256,600	0.2165	0	0.0000
	caps under the
	SEC	Framework
	Deposit Agreement.

As more than 50% of the votes were cast in favor of this resolution, the resolution was duly passed as an ordinary resolution.

	To	consider	and	A Shares	521,152,661	98.0228	10,511,975	1.9772	0	0.0000
	approve	the
	H Shares	320,722,698	62.8437	189,627,163	37.1563	0	0.0000
	continuing
	connected
2	transactions	and
	proposed	annual	Total	841,875,359	80.7931	200,139,138	19.2069	0	0.0000
	caps under the
	SEC	Framework
	Loan Agreement.

As more than 50% of the votes were cast in favor of this resolution, the resolution was duly passed as an ordinary resolution.

	To consider	and	A Shares	9,194,458,141	99.9991	85,900	0.0009	0	0.0000
	approve	the
	H Shares	509,637,861	99.8605	712,000	0.1395	0	0.0000
	continuing
3	connected
	transactions	and	Total	9,704,096,002	99.9918	797,900	0.0082	0	0.0000
	proposed	annual
	caps under the

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			For		Against	Abstain
	ORDINARY RESOLUTION	Number of		Percent-	Number of	Percent-	Number	Percent-
		age	age	of	age
			Shares		Shares
				(%)	(%)	Shares	(%)
	MESMEE
	Framework Purchase
	Agreement.

As more than 50% of the votes were cast in favor of this resolution, the resolution was duly passed as an ordinary resolution.

By order of the Board

Shanghai Electric Group Company Limited

Zheng Jianhua

Chairman of the Board

Shanghai, the PRC, 27 December 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 Dr. CHU Junhao, Dr. XI Juntong and Dr. XU Jianxin.

* For identification purpose only

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