In this deal, Shanghai Electric Group Co., Ltd. ("Shanghai Electric"), an H-share listed company, issued 616,000,000 A shares to relevant shareholders of Shanghai Power Transmission & Distribution Co., Ltd. ("Shanghai Power"), an A-share listed company, and merged with Shanghai Power by means of "shares for shares" exchange at a ratio of 1:7.32. After being approved by the State-owned Asset Supervision and Administration Commission, the Ministry of Commerce, the Listed Company Merger and Reorganization Review Committee of the China Securities Regulatory Commission ("CSRC") and the Stock Issuance Review Committee of CSRC, Shanghai Electric's A-shares (totally 616,038,405 shares are issued) have been listed on Shanghai Stock Exchange on December 5, 2008. The abbreviation of Shanghai Electric's A-share is "Shanghai Electric" and its code is 601727. Shanghai Power shall be de-registered and de-listed from the A-share market and Shanghai Electric, as the surviving company, has officially returned to the A-share market from the H-share market.

As PRC legal counsel to Shanghai Electric, the issuer as well as the merging party, Llinks rendered entire legal services, including advising on the deal structure, conducting legal due diligence, drafting agreements and issuing legal opinions.

December 2008