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Shanghai Electric Group Company Limited 上海電氣集團 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shanghai Electric Group Company Limited, you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. 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) PROPOSED DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ISSUANCE AND PLACING OF A SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF H SHARE CLASS MEETING All capitalised terms used in this circular have the meanings set out in the section headed “Definitions” of this circular. A letter from the Board is set out on page 6 to 55 of this circular. A notice convening the EGM to be held at 9:00 a.m. on Monday, 18 January 2016 at Xingyuan Hall, 3/F, B Block, Ramada Plaza Shanghai Caohejing, No. 509 Caobao Road, Shanghai, the PRC has been despatched to the Shareholders on 4 December 2015, which is set out on pages 94 to 97 of this circular. Notice convening the H Share Class Meeting is set out on pages 98 to 101 of this circular. Reply slips and forms of proxy for use at the EGM and the H Share Class Meeting have been despatched to the Shareholders on 4 December 2015, which are also published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk). Shareholders who intend to attend the EGM and/or the H Share Class Meeting in person or by proxy shall complete and return the reply slips in accordance with the instructions printed thereon on or before Tuesday, 29 December 2015. Whether or not Shareholders are able to attend the EGM and/or the H Share Class Meeting, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon, as soon as possible and in any event by not less than 24 hours before the time fixed for holding the EGM and/or the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of the forms of proxy will not preclude Shareholders from attending the EGM and/or the H Share Class Meeting and voting in person if you so wish. * For identification purpose only 31 December 2015 CONTENTS Page Definitions ........................................................ 1 Letter from the Board ................................................ 6 Letter from the Independent Board Committee ........................... 56 Letter from the Independent Financial Adviser ........................... 58 Notice of Extraordinary General Meeting ................................ 94 Notice of H Share Class Meeting ....................................... 98 Appendix I — Property valuation report for Target Properties ........... I-1 Appendix II — Valuation Report for Target Properties ................. II-1 Appendix III — Valuation Report for Shanghai Electric Industrial Company Limited ......................................... III-1 Appendix IV — Valuation Report for Shanghai DENSO Fuel Injection Co., Ltd. ............................................ IV-1 Appendix V — Valuation Report for Shanghai Blower Works Co., Ltd. ..... V-1 Appendix VI — Valuation Report for Shanghai Rail Traffic Equipment Development Co., Ltd. ............................. VI-1 Appendix VII — Valuation Report for Shanghai Heavy Machinery Plant Co., Ltd. ......................................... VII-1 Appendix VIII — General information ................................VIII-1 DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: “A Share(s)” the domestic ordinary share(s) of nominal value RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and traded in RMB; “Articles of Association” the articles of association of the Company as amended from time to time; “associate(s)” has the meaning ascribed thereto under the Listing Rules; “Board” the board of directors of the Company; “Class Meetings” the A Shares Class Meeting and the H Shares Class Meeting; “Company” Shanghai Electric Group Company Limited, a joint stock limited company duly incorporated in the PRC with limited liability, the H shares of which are listed on The Stock Exchange of Hong Kong Limited under stock code 02727 and the A Shares of which are listed on the Shanghai Stock Exchange under stock code 601727; “connected person(s)” has the meaning ascribed thereto under the Listing Rules; “Consideration Share(s)” a total of 606,843,370 A Shares to be issued by the Company to SEC pursuant to the Restructuring Agreement for settlement of the difference between the consideration for the equity interests of the Incoming Assets and that for the Outgoing Assets and as the consideration for the Target Properties; “CSRC” the China Securities Regulatory Commission (中國證 券監督管理委員會); “Directors” the directors of the Company; “EGM” the extraordinary general meeting of the Company to be convened at 9:00 a.m. on Monday, 18 January 2016 at Xingyuan Hall, 3/F, B Block, Ramada Plaza Shanghai Caohejing, No. 509 Caobao Road, Shanghai, the PRC; –1– DEFINITIONS “Group” the Company and its subsidiaries; “H Share Class Meeting” The H Share Class Meeting of the Company to be convened on Monday, 18 January 2016 immediately after the conclusion or adjournment of the class meeting for holders of A Shares of the Company to be convened on Monday, 18 January 2016 at Xingyuan Hall, 3/F, B Block, Ramada Plaza Shanghai Caohejing, No. 509 Caobao Road, Shanghai, the PRC; “H Share(s)” the overseas listed foreign capital share(s) of nominal value RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Incoming Assets” 100% equity interests in Shanghai Electric Industrial Company Limited, 61% equity interests in Shanghai DENSO Fuel Injection Co., Ltd., 100% equity interests in Shanghai Blower Works Co., Ltd., 14.79% equity interests in Shanghai Rail Traffic Equipment Development Co., Ltd. held by SEC and Target Properties owned by SEC as at the Latest Practicable Date as more particularly described in the section headed “Information on the Incoming Assets” of the letter from the Board contained in this circular; “Independent Board the independent board committee comprising all the Committee” independent non-executive Directors, namely, Dr. Lui Sun Wing, Mr. Kan Shun Ming and Dr. Chu Junhao, formed to consider, among others, (i) Restructuring Agreement and the transactions contemplated under the Restructuring Agreement; and (ii) the Proposed Issuance and Placing of A Shares to SEC; “Independent Financial Guotai Junan Capital Limited, a corporation licensed Adviser” to carry out type 6 (advising on corporate finance) regulated activities under SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to (i) Restructuring Agreement and the transactions contemplated under the Restructuring Agreement; and (ii) the Proposed Issuance and Placing of A Shares to SEC; –2– DEFINITIONS “Independent Shareholders” the Shareholders other than SEC and its associates who are legally and/or beneficially interested in the shares of the Company; “Last Trading Day” 7 October 2015; “Latest Practicable Date” 23 December 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein; “Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; “Outgoing Assets” 100% equity interests in Shanghai Heavy Machinery Plant Co., Ltd. held by the Company as at the Latest Practicable Date as more particularly described in the section headed “Information on the Outgoing Assets” of the letter from the Board contained in this circular; “PRC” or “China” the People’s Republic of China, but for the purposes of this circular only, excludes Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan; “Previous Transactions” in relation to the disposal of the Outgoing Assets, the previous transactions include (i) the connected transaction entered into between SEC and Shanghai Electric Wind Power Equipment Co., Ltd. (上海電氣風 電設備有限公司) in respect of the capital injection into Shanghai Electric Wind Power Equipment Co., Ltd. by SEC approved by the Board on 25 June 2015; and (ii) the connected
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