Shanghai Electric Group Co., Ltd. (“Shanghai Electric”) has adopted a new Articles of Association, approved on 05 June 2026, introducing an extensive overhaul of its corporate governance framework, capital structure rules and shareholder-return policies.

Key changes are highlighted below.

Governance Structure • Board composition is fixed at nine directors, with at least half being external and no less than one-third independent. • At least one independent director must hold professional accounting or equivalent financial credentials, meeting Hong Kong Stock Exchange (HKEX) requirements. • A Party Committee is formally embedded, charged with aligning corporate strategy with national policies and supervising key decisions. • An Audit Committee is mandated, comprising a majority of independent directors and chaired by an accounting professional. It receives direct reporting lines from the internal audit unit and can propose extraordinary general meetings and initiate litigation on the company’s behalf. • Additional board committees—Strategy, Nomination and Remuneration—are instituted, each with clear mandates on strategic planning, senior appointments and compensation design.

Share Capital and Shareholder Rights • Registered capital is confirmed at RMB 15.54 billion following successive share issues, conversions and repurchases up to 2025. • The company maintains two share classes: A Shares (RMB-denominated, Shanghai & Shenzhen listings) and H Shares (Hong Kong-listed). • Shareholders are granted explicit rights to inspect corporate documents, propose meeting agendas (with ≥ 1 % shareholding), demand buy-backs in merger/division scenarios, and pursue litigation against management for breaches of duty.

Capital Management and Related-Party Safeguards • Share repurchases are restricted to six specific situations, including employee incentives, bond conversions and protection of shareholder value; repurchased shares must be cancelled or disposed of within regulated timeframes. • New thresholds for external guarantees, financial assistance and large asset transactions are set. For example: – General-meeting approval is compulsory once cumulative guarantees exceed 30 % of total assets or single guarantees top 10 % of net assets. – Financial assistance above 10 % of net assets or to highly leveraged counterparties (>70 % debt ratio) requires shareholder approval.

Profit Distribution Framework • A rule-based cash-dividend policy is introduced: over any three-year period, cash payouts must reach at least 30 % of the average annual distributable profits, with higher ratios (20 %–80 %) tied to the company’s growth stage and capital spending plans. • Dividends are to be paid within two months after approval; shares held by the company are excluded from distributions. • Profit distribution methods include cash, bonus shares or a mix, with cash dividends as the primary form.

Internal Audit and Risk Control • A dedicated internal audit function is created, reporting to the board and overseen by the Audit Committee. • The Audit Committee must review the effectiveness of risk management and internal control systems at least annually.

Capital Reduction, Merger & Dissolution Procedures • Detailed processes for capital reductions, mergers, divisions and liquidations are codified, including mandatory creditor notifications and strict timelines. • The board or shareholders must approve any merger where total consideration exceeds 10 % of net assets; lesser transactions can be approved solely by the board.

Information Disclosure and Communication • Notices to shareholders can be delivered via personal delivery, mail, email or public announcement. For H-shareholders, announcements will be posted on HKEX-designated websites; domestic shareholders will be notified through PRC-approved media. • Corporate communications may be distributed electronically in line with HKEX rules.

Implementation The revised Articles came into force upon regulatory approval and filing. Amendments to registered particulars arising from the new charter will be lodged with the relevant authorities in accordance with PRC corporate regulations.