Shanghai Electric : WITHDRAWAL OF CERTAIN RESOLUTIONS FROM THE EXTRAORDINARY GENERAL MEETING

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.

*

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)

WITHDRAWAL OF CERTAIN RESOLUTIONS FROM THE EXTRAORDINARY GENERAL

MEETING

References are made to the Supplemental Notice of Extraordinary General Meeting (the "Supplemental Notice") dated 26 March 2021 and the related supplemental form of proxy (the "Supplemental Proxy Form") of Shanghai Electric Group Company Limited (the "Company"), and the circular of the Company dated 31 March 2021 (the "Circular"), in relation to, among other things, the proposed Non-public Issuance of A Shares by the Company and, pursuant to which, the Company will issue a maximum of 1,570,597,109 new A Shares to no more than 35 specific target subscribers by way of non-public issuance, and the proceeds to be raised is expected to be no more than RMB5,000 million. Unless otherwise indicated, capitalized terms used in this announcement shall have the same meaning as defined in the Circular.

In view of the recent share price performance of the A shares of the Company in the secondary market, the issue price under the non-public issuance of shares of the Company may be lower than the net asset value per share of the Company should the proposed non-public issuance of A shares be conducted. In order to safeguard the rights and interests of state-owned assets authorities and to avoid excessive dilution of the shareholders' equity interests, after comprehensive analysis and careful consideration, the Company decided to terminate the proposed Non-public Issuance of A Shares of the Company and withdraw the relevant resolutions regarding the Non-public Issuance of A Shares from the EGM of the Company.

The abovementioned withdrawal of the relevant resolutions from the EGM was considered and approved by the Board and the supervisory committee of the Company on 11 May 2021.

As a result, special resolutions No.2 to No.10 as set out in the Circular, the Supplemental Notice and the Supplemental Proxy Form published by the Company will be withdrawn, and the aforesaid resolutions will not be put forward for voting at the EGM of the Company to be held on 17 May 2021. All other resolutions contained in the Notice of Extraordinary General Meeting of the Company dated 5 March 2021 and the Second Supplemental Notice of Extraordinary General Meeting of the Company dated 13 April 2021 as well as the related

supplemental proxy forms of the Company shall continue to be proposed at the EGM for consideration and approval. The date, time and venue for holding the EGM remain unchanged.

Those proxy forms already lodged by shareholders will remain valid except that no poll will be conducted or counted for special resolutions No.2 to No.10.

By order of the Board

Shanghai Electric Group Company Limited

ZHENG Jianhua

Chairman of the Board

Shanghai, the PRC, 11 May 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

- 2 -