The first extraordinary general meeting (the “EGM”) of Dongfang Electric Corporation Limited (hereafter referred to the “Company”) was held on December 14th, to consider and approve the “H Share Appreciation Rights Scheme of the Company”. Mr. Si Zefu, the chairman of the Company, acted as the chairman of the EGM and presided thereat the meeting. A total of 10 shareholders and Authorized Proxies holding an aggregate of 1,122,264,233 Shares attended the EGM, representing 56.01% of the total number of Shares with voting rights. Some of the Directors, supervisors and senior management of the Company, heads of the Board Office and Human Resources Department also attended or observed the EGM.

To further strengthen and perfect a reasonable value distribution system with coexistence of both incentives and constraints; to motivate the directors, senior management, core technical staff as well as managerial backbones that hold direct influence upon the overall performance and sustainable development of the Company to advance and work with integrity so that the Company performance be hoisted steadily and strategic development and operation objectives be realized, the H Share Appreciation Rights Scheme of the Company was stipulated in August, 2012 and has been approved by the State-owned Assets Supervision and Administration Commission of the State Council (the “SASAC”). The EGM hereby has approved the Scheme and accomplished all the granting procedures.

The incentive recipients of the Scheme targeted a total of 175 directors, senior management, core technicians (managerial staff) of the Company with 16.26 million shares’ appreciation rights, representing 0.8114% of the total number of shares of the Company. The validity period of the Scheme is 5 years commencing from the first Grant Date of the SARs. The vesting period is 2 years, and the Incentive Recipents may exercise the SARs granted to them in 3 equal instalments, subject to the satisfaction of conditions for Exercise of Rights.

The prerequisite for vesting formulated that a fiscal year prior to the effective year of rights, the EVA of the Company shall not be less than 2.4 billion RMB, 2.6 billion RMB and 2.8 billion RMB; Growth of the operating income shall not be less than 9.00%,11.00% and 13.00% or lower than 75th percentile of the peer benchmark enterprises; Return on equity (ROE) shall not be less than 13.00%, 15.00% and 17.00% respectively, and shall not be lower than the 75th percentile of the peer benchmark enterprises.

In addition, the board of directors of the Company was pleased to announce that, the Grant Date of the H Share Appreciation Rights Scheme is 14 December 2012; meanwhile, the granting price for the H Share Appreciation Rights is 15.14 HKD, referencing from the stock closing price of the day. By far, it is manifested that the H Share Appreciation Rights Scheme has been formally taken effect.

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