Dongfang Electric : NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 First Extraordinary General Meeting (the "EGM") of Dongfang Electric Corporation Limited (the "Company") will be held at the conference room of the Company, No. 18 Xixin Road, High-Tech District (Western District), Chengdu City, Sichuan Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Friday, 14 February 2020 for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1 To elect Mr. Wang Zhiwen as a member of the ninth session of the Supervisory Committee of the Company.

By Order of the Board

Dongfang Electric Corporation Limited

Gong Dan

Company Secretary

Chengdu, Sichuan Province, the PRC

31 December 2019

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As at the date of this notice, the directors of the Company are as follows: Directors: Zou Lei, Yu Peigen, Huang Wei, Xu Peng and Bai Yong Independent Non-executiveDirectors: Gu Dake, Xu Haihe and Liu Dengqing

Notes:

1. The board of directors of the Company (the "Board") received from Dongfang Electric Corporation, the controlling shareholder of the Company, the proposal for election of Mr. Wang Zhiwen as a supervisor of the ninth session of Supervisory Committee of the Company on 18 December 2019.

According to the provision of Article 76 of the Articles of Association of the Company: "The shareholders who individually or jointly hold 10% or more of the Company's issued shares has the right to propose the board of directors to convene an extraordinary general meeting of shareholders, and shall put forward the proposal to the board of directors in written form." Therefore, the Board has resolved to convene the EGM, at which an ordinary resolution relating to election of a supervisor will be submitted.

Biographical details of Mr. Wang Zhiwen are set out as follows:

Mr. Wang Zhiwen, born in February 1967, currently serves as the head of the Legal Risk Control Department of Dongfang Electric Corporation Limited. He graduated from the School of Energy and Power Engineering of Xi'an Jiaotong University with a bachelor's degree in

thermal energy engineering (boiler) and from Sichuan University with a master's degree in law. He joined Dongfang Boiler Factory ( 東 方 鍋 爐 廠 ) in July 1989 and successively served as a designer, assistant to the director of the integrated planning division, project manager and deputy director of the product items management division, deputy director of the procurement division,

deputy director and director of the product items management division, general manager and the Party branch secretary of Nuclear Capacitor Branch ( 核 電 容 器 分 公 司) before June 2005. He served as the deputy head of the corporate management department and deputy head of the legal affairs department of Dongfang Electric Corporation from June 2005 to January 2008, the deputy head of the legal affairs department of Dongfang Electric Corporation Limited from January 2008 to September 2008, the deputy head of the legal affairs department of Dongfang Electric Corporation and the deputy head of the legal affairs department of Dongfang Electric Corporation Limited from September 2008 to August 2010, the deputy head of the legal affairs department and a member of the discipline inspection group of the Party group of Dongfang Electric Corporation and the deputy head of the legal affairs department of Dongfang Electric Corporation Limited from August 2010 to March 2017 (during which he concurrently served as a supervisor of Dongfang Electric Corporation from February 2007 to October 2013 and the chairman of the supervisory committee of DEC Investment Management Company Limited from December 2006 to October 2012), the deputy head (presided over work) and head of the legal and audit department of Dongfang Electric Corporation and Dongfang Electric Corporation Limited from March 2017 to October 2017, and the head of the corporate management and legal affairs department and the head of the corporate management department and legal affairs department of

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Dongfang Electric Corporation and Dongfang Electric Corporation Limited from October 2017 to November 2019. He has served as the head of the legal risk control department of Dongfang Electric Corporation and Dongfang Electric Corporation Limited since November 2009 (during which he concurrently served as a director of DEC (Leshan) New Energy Equipment Co., Ltd. ( 東 方 電 氣（樂 山）新 能 源 設 備 有 限 公 司) from March 2009 to December 2018; he has been a director of Dongfang Electric Finance Co., Ltd. since March 2012; and has concurrently served as a member of the discipline inspection commission directly under the head office of Dongfang Electric Corporation since June 2016, the chairman of the supervisory committee of Dongfang Boiler Group Co., Ltd. since May 2017 and the chairman of the supervisory committee of Dongfang Steam Turbine Co., Ltd. and Dongfang Electric Machinery Co., Ltd. since October 2017). Mr. Wang holds the title of senior engineer and the practising qualification of corporate law consultant.

The term of office of Mr. Wang Zhiwen will commence from the date of being elected as a supervisor and end upon the expiry of the ninth session of the Supervisory Committee of the Company. His remuneration shall be calculated according to the relevant requirements on staff remuneration management of the functional departments in the head office of the Company.

As at the date of this notice, save as disclosed above, Mr. Wang Zhiwen confirms that he:

1. does not have any relationship with any other directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) of the Company; (ii) does not hold any other positions in the Company or other members of the Company and its subsidiaries; (iii) did not hold any directorships in any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iv) does not have or is not deemed to have any interest within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong) in any shares or underlying shares of the Company or its associated corporations; and (v) has no other matters in relation to his appointment that need to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

2. All holders of the Company's H shares whose names appear on the register of members of the Company at 4:30 p.m. on Wednesday, 15 January 2020 are entitled to attend the EGM and should bring along their identity cards or passports when attending the EGM. Holders of the Company's H Shares should note that the register of members of the Company will be closed from Wednesday, 15 January 2020 to Friday, 14 February 2020 (both dates inclusive) during which period no transfers of H Shares will be effected. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in respect of H shares, namely Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 14 January 2020. Holders of the Company's H shares who intend to attend the EGM should deliver reply slip for attending at the EGM, a copy of each of the shareholding document(s), copies of their identity cards or passports (with the pages showing the names of such shareholders), by hand, by post or by facsimile, to the correspondence address of the Company with the attention to the office of the Board on or before Saturday, 25 January 2020. The record date and arrangements in respect of the holders of A shares who are entitled to attend the EGM will be determined and announced separately in the PRC by the Company.

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1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or more proxies (who need not be a shareholder of the Company) to attend the EGM and vote thereat in his stead. For shareholders of the Company who appoint more than one proxy, the voting right can only be exercised by their proxies on a poll.
2. Any shareholder of the Company who intends to appoint a proxy to attend the EGM shall put it in writing, to be signed by the appointer or his attorney duly authorized in writing. If any holder of the Company's H Shares who intends to appoint a proxy is a corporation, the proxy form must be affixed with the common seal of such shareholder, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the shareholder of the Company, the power of attorney or other authority must be notarially certified. The notarially certified power of attorney or other authority together with the instrument appointing the proxy must be delivered to the Company's H share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM. Completion and return of the proxy form will not affect the rights of the shareholders of the Company to attend and vote at the EGM in person.
3. Proxies of holders of the Company's H Shares shall bring along the proxy form, instrument(s) for appointing a proxy (if applicable) and the proxies' identity cards or passports to attend the EGM.
4. An ordinary resolution shall be passed by shareholders (including proxies) representing more than half of the votes represented by the shareholders (including proxies) present at the EGM.
5. Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant staff members employed by the Company will attend the EGM.
6. The EGM will last for not more than one day. Shareholders of the Company and proxies attending the EGM should be responsible for their own travelling, accommodation and other relevant expenses.
7. Contact details of the Company are set out as follows:

Correspondence address:	No. 18 Xixin Road, High-Tech District (Western District),
	Chengdu City, Sichuan Province, the PRC
Contact person:	Mr. Sun Manjun
Telephone:	(8628)	8758 3666 or (8628) 8758 3646
Fax:	(8628)	8758 3333
Email address:	[e-mail]
Postal code:	611731

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