(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

Monday, 17 May 2021

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 Fulin Hall, 9th Floor, Shanghai Bund Yujinxiang Xinya Hotel, 422 Tiantong Road, Shanghai, the PRC at 9:00 a.m. on Monday, 17 May 2021 (and any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolution as set out in the second 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 RESOLUTION

FOR4

AGAINST4

ABSTAIN4

1. To consider and approve the election of Mr. GAN Pin as a non- executive director of the Company.

Date:

2021

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.
  4. IMPORTANT: 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 voting 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.
  5. 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.
  1. 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).
  2. 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 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
  3. Shareholders or their proxies attending the EGM shall produce their identity documents.
  4. This supplemental form of proxy (the "Third Proxy Form") will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the notice of the EGM dated 5 March 2021 and the supplemental notice of the EGM dated 26 March 2021. If you do not duly complete and deliver the Third Proxy Form but have duly completed and delivered the proxy form dated 5 March 2021 (the "Original Proxy Form") and/or the supplemental form of proxy dated 26 March 2021 (the "Second 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 resolution set out in the second supplemental notice of the EGM dated 13 April 2021. If you do not duly complete and deliver the Original Proxy Form and the Second Proxy Form for the EGM but have duly completed and delivered the Third 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 resolutions set out in the Notice of the EGM dated 5 March 2021 and the supplemental notice of the EGM dated 26 March 2021.
  5. If the proxy being appointed to attend the EGM under the Third Proxy Form is different from the proxy appointed under the Original Proxy Form and/or the Second Proxy Form and both or more than two proxies attended the EGM, the proxy validly appointed under the Original Proxy Form and/or the Second Proxy Form shall be designated to vote at the EGM. If the proxy being appointed to attend the EGM under the Second Proxy Form 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.
  6. 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 and the Second Proxy Form for the EGM.
  • For identification purpose only

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Shanghai Electric Group Co. Ltd. published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 13:47:02 UTC.