Dongfang Electric : REPURCHASE AND CANCELLATION OF CERTAIN RESTRICTED SHARES

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REPURCHASE AND CANCELLATION OF

CERTAIN RESTRICTED SHARES

Reference is made to (i) the announcement of Dongfang Electric Corporation Limited (the "Company") dated 5 September 2019 in relation to, among other things, the proposed adoption of the Restricted A Share Incentive Scheme for 2019; (ii) the announcement dated 27 September 2019 in relation to the amendments to the Incentive Scheme and confirmation of the list of Participants who are connected persons thereunder; (iii) the circular dated 1 November 2019 in relation to, among other things, the proposed adoption of the Incentive Scheme; (iv) the announcement dated 22 November 2019 in relation to the poll results of the relevant resolutions in respect of the approval of the Incentive Scheme at the EGM and the Class Meetings; (v) the announcement dated 22 November 2019 in relation to the First Grant of the Restricted Shares to Participants under the Restricted A Share Incentive Scheme for 2019; (vi) the announcement dated 9 January 2020 in relation to results of the First Grant of Restricted A Share Incentive Scheme for 2019; (vii) the announcement dated 24 September 2020 in relation to the grant of the reserved portion of the Restricted Shares to Participants under the Restricted A Share Incentive Scheme for 2019; (viii) the announcement dated 24 September 2020 in relation to the Repurchase and Cancellation of Certain Restricted Shares; (ix) the circular dated 7 November 2020 in relation to, among other things, the Repurchase and Cancellation of Certain Restricted Shares;

1. the announcement dated 10 November 2020 in relation to the Repurchase and Cancellation of Certain Restricted Shares and capital reduction and notice to creditors;
2. the announcement dated 27 November 2020 in relation to the poll results of the 2020 second EGM, the 2020 second A Shares Class Meeting and the 2020 second H Shares Class Meeting; and (xii) the announcement dated 2 February 2021 in relation to the implementation of Repurchase and Cancellation of Restricted Shares under the Incentive Scheme. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meaning as defined in the above announcements and circulars.

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1. REASONS FOR REPURCHASE AND CANCELLATION OF CERTAIN RESTRICTED SHARES AND QUANTITY
   Pursuant to the Incentive Scheme and the requirements of relevant laws and regulations, six Participants under the First Grant have resigned due to personal reasons and are no longer qualified as Participants; three Participants have breached relevant regulations and no longer qualified as Participants; a Participant has passed away and is no longer qualified as a Participant; a Participant has been included in the Employee Stock Ownership Scheme of the subsidiaries of the Group and therefore could no longer participate in the Incentive Scheme of the Company in accordance with the relevant provisions of the SASAC of the State Council; and a Participant under the Reserved Grant, has been transferred from the Company due to organizational arrangements and is no longer qualified as a Participant. The Board has considered and decided to repurchase and cancel all the Restricted Shares totalling 475,000 A Shares that have been granted to the aforesaid 12 Participants yet still locked up.

1. REPURCHASE PRICE
   In accordance with the provisions of the Incentive Scheme, when a Participant tenders resignation during his/her term of the employment contract, his/her Restricted Shares which have not been unlocked shall be repurchased at lower of the grant price or the market price of the Company's Shares at the time of repurchase. Since the repurchase price is lower than the market price of RMB11.40 per share at the time of this repurchase, the repurchase price of the Restricted Shares of six Participants under the First Grant who resigned due to personal reasons is RMB5.725 per Share; the repurchase price of the Restricted Shares of three Participants who have breached relevant regulations and no longer qualified as Participants is RMB5.725 per Share; the total repurchase price of one Participant who was no longer qualified as a Participant due to death is RMB5.725 per Share plus interest of bank deposits of the same term; the total repurchase price of the Restricted Shares of one Participant who has been included in the Employee Stock Ownership Scheme of the subsidiaries of the Group is RMB5.725 per Share plus interest of bank deposits of the same term; the total repurchase price of the Restricted Shares of one Participant under the reserved grant, who has been transferred from the Company due to organizational arrangements and is no longer qualified as a participant is RMB6.54 per Share plus interest of bank deposits of the same term.

1. TOTAL AMOUNT AND SOURCE OF FUNDS FOR THE REPURCHASE
   The amount of the repurchase price payable by the Company for the repurchase of the Restricted Shares is RMB2,802,654, all of which are from the Company's self-owned funds. Upon completion of the Repurchase and Cancellation, the number of Participants under the First Grant will be changed to 765, and the number of Participants under the reserved grant will be changed to 25.

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IV. CHANGES IN SHARE STRUCTURE UPON THE REPURCHASE AND CANCELLATION

Upon completion of the Repurchase and Cancellation, the total number of Shares of the Company will be changed from 3,119,626,130 Shares to 3,119,151,130 Shares.

The repurchase and cancellation of Restricted Shares under the Incentive Scheme is subject to being submitted to the general meeting for consideration.The Company will perform information disclosure and handle the procedures for registered capital reduction and shares cancellation registration in accordance with relevant laws and

regulations regarding the repurchase and cancellation.

By Order of the Board

Dongfang Electric Corporation Limited

Gong Dan

Company Secretary

Chengdu, Sichuan, the PRC

29 April 2021

As at the date of this announcement, the directors of the Company are as follows:

Directors:	Yu Peigen, Xu Peng and Bai Yong
Independent Non-executive Directors:	Gu Dake, Xu Haihe and Liu Dengqing

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