粤电力A第五届董事会第一次会议决议公告（英文版）

Stock abbreviation: YueDianLi A， YueDianLi B; Stock code: 000539， 200539;Announcement number: 2005-16

Announcement of Resolutions of the 1st

Meeting of the Fifth Board of Directors of

Guangdong Electric Power Development

Co.， Ltd.

The Board of directors and the directors of the Company hereby warrant that there are

no misstatement， misleading representation or important omissions in this report andshall assume joint and several liability for the authenticity， accuracy and completenessof the contents hereof.The written notice of holding the 1st meeting of the fifth board of directors of

Guangdong Electric Power Development Co.， Ltd. ("the Company") was issued on

April 19， 2005. This meeting was held in Guangzhou， Guangdong on April 29， 2005.

15 directors (including 5 independent directors) were supposed to attend the meeting

and 12 of them (including 5 independent directors) were actually present. Director

Pan Li， Cao Techao and Lao Qiongjuan did not attend the meeting due to businessor affairs . Director Pan Li and Cao Techao have authorized Director Liu Qian to

attend the meeting and exercise voting right on their behalf. Director Lao Qiongjuan

didn’t authorize other director to attend the meeting and exercise voting right on her

behalf. The Company's supervisors and other senior executives attended the meeting

as nonvoting delegates. The holding and voting procedure of the meeting complied

with the provisions of the Company Law and Articles of Association of the Company.The meeting examined and adopted the following proposals:

1. The Proposal for Electing Chairman of the Board of Directors of the

Company;

Comrade Pan Li (Resume attached hereinafter) was elected as chairman of the

board of directors of the Company.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

2. The Proposal for Electing Vice Chairman of the Board of Directors of the

Company;

Comrade Liu Qian (Resume attached hereinafter) was elected as vice chairman

of the board of directors of the Company.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

3. The Proposal for Establishing Special Committees of the Fifth Board of

Directors;

According to the Company's demand of operation decision， the fifth board of

directors decided to set up five special committees， i.e.， strategic developmentcommittee， budget committee， audit committee， nomination committee andremuneration and appraisal committee. The members of each special committee are as

follows:

(I) Strategic development committee

Chairman of committee: Pan Li

Committeemen: Liu Qian， Hong Rongkun， Li Zhuoxian， Gao Shiqiang， Lao

Qiongjuan and Zhu Baohe

(II) Budget committee

Chairman of committee: Liu Qian

Committeemen: Hong Rongkun， Cao Techao， Yao Jiheng and Cheng Xinxin

(III) Audit committee

Chairman of committee: Song Xianzhong

Committeemen: Liu Luoshou， Cao Techao， Cheng Xinxin and Zhu Baohe

(IV) Nomination committee

Chairman of committee: Wang Jun

Committeemen: Pan Li， Liu Luoshou， Sha Qilin and Song Xianzhong

(V) Remuneration and appraisal committee

Chairman of committee: Cheng Xinxin

Committeemen: Wang Jun， Hong Rongkun， Zhou Xiaoping and Sha Qilin

This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0.

4. The Proposal for Appointing General Manager of the Company;

Comrade Liu Luoshou (resume attached hereinafter) was appointed as general

manager of the Company with term of office of 3 years.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

5. The Proposal for Appointing Deputy General Managers of the Company;

Comrade Xu Peijin， comrade Yuan Sujie and comrade Luo Zhiheng (resume

attached hereinafter) were appointed as deputy general managers of the Company

with term of office of 3 years.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

6. The Proposal for Appointing Secretary to the Board Of Directors of the

Company;

Comrade Li Xiaoqing (resume attached hereinafter) was appointed as secretary

to the board of directors of the Company with term of office of 3 years. And this

appointment should be approved by the Shenzhen Stock Exchange.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

7. The Proposal for Appointing Person in Charge of Finance of the Company;

Comrade Liu Xuemao (resume attached hereinafter) was appointed as person in

charge of finance of the Company with term of office of 3 years.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0. There is no objection of the 5 indepent directors.

8. The Proposal for Appointing Securities Affair Representative of the Company;

Comrade Liu Wei (resume attached hereinafter) was appointed as securities affair

representative of the Company with term of office of 3 years.This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0.

9. The General Manager's Work Report for the First Quarter of 2005;

This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0.

10. The Financial Report for the First Quarter of 2005;

This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0.

11. The Report of the Company for the First Quarter of 2005;

This proposal was voted through by 12 directors. Affirmative vote: 12; Negative

vote: 0; Abstention: 0.The Board of Directors of Guangdong Electric Power Development Co.， Ltd.

April 30， 2005

Appendix:

Resume of comrade Pan Li:

Pan Li， male， born in Shunde， Guangdong in June 1954， Han nationality， is asenior engineer with Bachelor's degree. He started to work in 1972. He once served as

technician of dispatching station， deputy chief of Production Technology Section anddeputy director general of Guangzhou Power Supply Bureau and director and deputy

general manager of Guangdong Electric Power Group Company. He now serves as

chairman of the board of directors of Guangdong Yuedian Group Co.， Ltd. andGuangdong Electric Power Development Co.， Ltd.Resume of comrade Liu Qian:

Liu Qian， male， born in Zhongshan， Guangdong in October 1954， Hannationality， is a senior engineer with MBA's degree. He started to work in 1970. Heonce served as deputy chief of Production Technology Section and manager assistant

of Running Dept. of Huangpu Power Plant， deputy general manager of HuanengGuangdong Power Generation Company and general manager of Guangdong

Development Co.， Ltd. He now serves as director and deputy general manager of

Guangdong Yuedian Group Co.， Ltd. and director of Guangdong Electric Power

Development Co.， Ltd.

Resume of comrade Liu Luoshou:

Liu Luoshou， male， born in Zhanjiang， Guangdong in April 1951， Hannationality， is a senior engineer with Master's degree. He started to work in 1976. Heonce served as director of Pneumatic Machine Workshop of Maoming Thermal Power

Plant， deputy director of preparatory office and factory director Zhanjiang PowerPlant， general manager of Zhanjiang Electric Power Co.， Ltd. and Natural BridgeLevel-1 Water Power Development Co.， Ltd. He now serves as director and generalmanager of Guangdong Electric Power Development Co.， Ltd.Resume of comrade Xu Peijin:

Xu Peijin， male， born in Maoming， Guangdong in October 1955， Han nationality，is an economy analyst with Master's degree. He started to work in 1974. He once

served as watchman， shift head， deputy director and director of Electric Workshop，deputy factory director and factory director of Maoming Thermal Power Plant. He

now serves as deputy general manager of Guangdong Electric Power Development

Co.， Ltd.

Resume of comrade Yuan Sujie:

Yuan Sujie， male， born in Jiexi， Guangdong in May 1960， Han nationality， is asenior accountant with MBA's degree. He started to work in 1977. He once served as

deputy chief of Production Finance Section of Financial Division and deputy chief of

Financial Division of Guangdong Power Industry Bureau and director of Guangdong

Electric Power Development Co.， Ltd. He now serves as deputy general manager of

Guangdong Electric Power Development Co.， Ltd.Resume of comrade Luo Zhiheng:

Luo Zhiheng， male， born in Nanhai， Guangdong in July 1967， Han nationality， isan economy analyst with MBA's degree. He started to work in 1988. He once served

as merchandiser of Guanghua Industrial Import and Export Company and manager of

Enterprise Planning Dept. of Guangdong Electric Power Development Co.， Ltd. He

now serves as deputy general manager of Guangdong Electric Power Development

Co.， Ltd.

Resume of comrade Li Xiaoqing:

Li Xiaoqing， female， born in Chongqing in September 1971， Han nationality， is asenior economy analyst with Master's degree. She started to work in 1996. She once

served as secretary of General Manager's Office and person in charge of General

Manager's Work Dept. of Guangdong Electric Power Development Co.， Ltd. She nowserves as secretary to the board of directors and manager of Board Affair Dept. of

Guangdong Electric Power Development Co.， Ltd.Resume of comrade Liu Xuemao:

Li Xuemao， female， born in Liulin， Shanxi in August 1955， Han nationality， is ajunior college graduate and senior accountant. She started to work in 1972. She once

worked at Shaoguan Power Plant， Huangpu Power Plant and Guangdong ElectricPower Test Research Institute. She now serves as person in charge of finance and

manager of Financial Dept. of Guangdong Electric Power Development Co.， Ltd.Resume of comrade Liu Wei:

Liu Wei， male， born in Wuhan， Hubei in April 1979， Han nationality， is anassistant economy analyst with Bachelor's degree. He started to work in 2001. He

once worked at Financial Dept. of Guangdong Electric Power Development Co.， Ltd.He now serves as securities affair representative and person in charge of Board Affair

Dept. of Guangdong Electric Power Development Co.， Ltd.