粤电力A2004年度股东大会决议公告（英文版）

Stock abbreviation: YueDianLi A， YueDianLi B; Stock code: 000539， 200539;Announcement number: 2005-15

Announcement of Resolutions of 2004 Annual

Shareholders' General Meeting 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 and shallassume joint and several liability for the authenticity， accuracy and completeness of thecontents hereof.I. Important note

During the period when this meeting was held， no proposal was increased，vetoed or modified.II. The holding of the meeting

1. Time of holding: 9:00-12:00 a.m. of April 29， 2005

2. Venue: Meeting room， 25/F， Yuedian Plaza， Tianhe Road East， Guangzhou

3. Mode of holding: Voting on the spot.

4. Convener: The board of directors of the Company.

5. Presider: Deng An， vice chairman of the board of directors.

6. The holding of this meeting complied with relevant provisions of the

Company Law， Stock Listing Rules of Shenzhen Stock Exchange and the Articles of

Association of the Company.

III. Attendance

1. Overall attendance:

Shareholders (agents) 16 persons， representing 1，654，640，752 shares whichaccount for 62.22% of total voting shares.

2. Attendance of shareholders holding public shares (not including shareholders

holding overseas listed shares):

Shareholders holding public shares (agents) 12 persons， representing

104，133，352 shares which account for 9.85% of total voting shares held by

shareholders holding public shares.

3. Attendance of shareholders holding foreign investment shares:

Shareholders holding foreign investment shares (agents) 12 persons，representing 104，133，352 shares which account for 15.65% of total voting shares held

by shareholders holding foreign investment shares.IV. Proposals examination and voting

1. The meeting examined and adopted the Work Report of the Board of

Directors for 2004 (Proposal I).

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

2. The meeting examined and adopted the Business Report of the General

Manager for 2004 (Proposal II).

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.96890 % of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

3. The meeting examined and adopted the Financial Report for 2004 (Proposal

III). (1) Overa ll voting:

Affirmative vote: 1，646，137，526 shares， accounting for 99.4861% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 8，503，226 shares， accounting for 0.5319 % of the voting shares held by

all shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 8，503，226 shares， accounting for

8.1657 % of the voting shares held by all shareholders holding public shares present

at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

8，503，226 shares， accounting for 8.1657 % of the voting shares held by all

shareholders holding foreign investment shares present at the meeting.

4. The meeting examined Work Report of Independent Directors for 2004

(Proposal IV).

(1) Overall voting:

Affirmative vote: 1，646，137，526 shares， accounting for 99.4861% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 8，503，226 shares， accounting for 0.5319 % of the voting shares held by

all shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 8，503，226 shares， accounting for

8.1657 % of the voting shares held by all shareholders holding public shares present

at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

8，503，226 shares， accounting for 8.1657 % of the voting shares held by all

shareholders holding foreign investment shares present at the meeting.

5. The meeting examined and adopted the Work Report of the Supervisory

Committee for 2004 (Proposal V).

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

6. The meeting examined and adopted the Profit and Dividend Distribution Plan

for 2004 (Proposal VI).The profit and dividend distribution plan of the Company for 2004: (1) The

Company will allocate 10% of the net profit， i.e.， RMB 93.9674 million， for statutory

surplus reserve， 25% thereof， i.e.， RMB 234.9185 million， for discretionary surplusreserve fund and 5% thereof， i.e.， RMB 46.9837 million for statutory public welfarefund. After the allocation for the said reserves， the domestically audited total amountof profit available for distribution to shareholders is RMB 794.2239 million. (2) For A

shares， dividend of RMB 1.8 (including tax) will be paid for every 10 shares. For Bshares， dividend of RMB 1.8 will be paid for every 10 shares (The foreign exchangeconversion rate will be the selling rate between HKD and RMB quoted by the bank

with which the Company opened account on the third working day after the

shareholders' general meeting makes the resolution for dividend distribution). The

undistributed profit of RMB 315.5312 million will be carried forward for distribution

in the next year.

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

7. The meeting examined and adopted the 2004 Annual Report (Proposal VII).

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

8. The meeting examined and adopted the Proposal for Amending the Articles of

Association of the Company (Proposal VIII).

The content of the amendment of Articles of Association of the Company

includes:

"The matters submitted to the meeting for examination" in Paragraph 2 of

original Article 51 of the Articles of Association of the Company is amended to "the

convener and the matters submitted to the meeting for examination".

After the original Article 59， the following provision is added: "As for a

shareholders' general meeting that provides online voting platform for voting， theCompany shall， after the issue of notice of the shareholders' general meeting，announce the notice of the shareholders' general meeting again within three days after

stock right registration date."

After the original Article 64， the following provision is added: "However， as for

a shareholders' general meeting that provides online voting platform for voting， theprovisional proposals made by proposers on the spot or other provisional proposals

not announced shall not be the matters to be voted on at the shareholders' general

meeting."

After the original Article 84， the following provision is added: "As for the

following matters， the shareholders' general meeting shall also provide shareholderswith online voting platform and effective resolutions of the shareholders' general

meeting for such matters shall be subject to the adoption by the majority of voting

shares held by shareholders holding public shares participating in voting:

1. The Company issues new shares (including overseas listed foreign

investment shares or other right certificates of share nature) to the public on

basis of secondary offering， issues convertible corporate bonds or places sharesto the original shareholders (except the circumstance where the shareholder with

actual control promises full-amount cash subscription before the holding of

meeting);

2. The Company carries out significant asset reorganization and the total

price of the purchased assets reaches or exceeds 20% of the audited net book

value of the purchased assets;

3. The shareholders of the Company repay the debt owed by them to the

Company with the equity of the Company held by them;

4. An affiliated enterprise of the Company that has significant influence on

the Company is listed overseas;

5. Relevant matters during the development of the Company that have

significant influence on the interests of shareholders holding public shares.Paragraph 1 of the original Article 45 of the Articles of Association of the

Company: "to decide on Company's operation policy， investment plan and significant

transactions. Significant transactions include:

1. Any related transaction whose total amount exceeds RMB 30 million or 5%

of audited net assets value of the Company for the latest period;

2. Any non-related transaction whose amount exceeds 10% of the audited total

assets value of the Company for the latest period;

3. Any non-related transaction concerning acquisition or disposal of an asset

whose total amount exceeds 10% of the audited total assets value of the Company for

the latest period according to the audited financial report for the latest period，appraisal report or capital verification report;

4. Any non-related transaction concerning the disposal of an asset where the net

profit or absolute value of loss relating to the asset or the profit or the profit or

absolute value of loss generated by this transaction exceeds 5% of the audited net

profit or absolute value of loss of the Company for previous year and exceeds RMB 5

million;

5. Any non-related transaction concerning the acquisition of an asset where the

net profit or absolute value of loss relating to the asset (calculated according to the

audited financial report for previous year in respect of the asset) exceeds 5% of

audited net profit or absolute value of loss of the Company for previous year and

exceeds RMB 5 million;

6. Any matter concerning decision on external guarantee. The Company shall

not directly or indirectly provide debt guarantee to its shareholders， the controlledsubsidiaries or affiliated enterprises of shareholders or individuals or objects of

guarantee whose assets-liabilities ratio exceeds 70%， except the subsidiaries of whichthe Company holds less than 50% equity where the Company provides guarantee

jointly with other shareholders according to shareholding ratio and has obtained the

approval of regulatory authority.Other transactions not in the extent of authority of the board of directors."

Amended to: "To decide the Company's operation policy， investment plan

and significant transactions. Significant transactions refer to:

1. Any related transaction whose amount exceeds RMB 30 million and

accounts for over 5% of the audited net assets value of the Company for the

latest period;

2. Any transaction where the total assets relating to the transaction account

for over 20% of the audited total assets of the Company for the latest period

(where the total assets relating to the transaction have both book val ue and

appraised value， the higher of them shall be taken as data for calculation);

3. Any transaction where the income from the subject matter of the

transaction (such as equity) in the latest fiscal year accounts for over 20% of the

audited income of the Company from main operation for the latest fiscal year

and the absolute amount of the transaction exceeds RMB 50 million;

4. Any transaction where the net profit from the subject matter of the

transaction (such as equity) in the latest fiscal year accounts for over 20% of the

audited net profit of the Company for the latest fiscal year and the absolute

amount of the transaction exceeds RMB 5 million;

5. Any transaction whose amount (including obligations and expenses

incurred) accounts for over 20% of the audited net assets of the Company for the

latest period and exceeds RMB 50 million;

6. Any transaction where the profit from the transaction accounts for over

20% of the audited net profit of the Company for the latest fiscal year and the

absolute amount of the transaction exceeds RMB 5 million;

7. Any matter concerning decision on external guarantee. The Company

shall not directly or indirectly provide debt guarantee to its shareholders， thecontrolled subsidiaries or affiliated enterprises of shareholders or individuals or

objects of guarantee whose assets -liabilities ratio exceeds 70%. Except the

subsidiaries of which the Company holds less than 50% equity where the

Company provides guarantee jointly with other shareholders according to

shareholding ratio and has obtained the approval of regulatory authority.

8.Other transactions not in the extent of authority of the board of

directors."

Paragraph 3 of the original Article 123: "To decide on the Company's businessplan， investment plan and relevant transactions. Relevant transactions refer to:

1. Any related transaction whose total amount does not exceed RMB 30 million

or 5% of audited net assets value of the Company for the latest period;

2. Any non-related transaction whose amount does not exceed 10% of the

audited total assets value of the Company for the latest period;

3. Any non-related transaction concerning acquisition or disposal of an asset

whose total amount does not exceed 10% of the audited total assets value of the

Company for the latest period according to the audited financial report for the latest

period， appraisal report or capital verification report;

4. Any non-related transaction concerning the disposal of an asset where the net

profit or absolute value of loss relating to the asset or the profit or the profit or

absolute value of loss generated by this transaction does not exceed 5% of the audited

net profit or absolute value of loss of the Company for previous year and does not

exceed RMB 5 million;

5. Any non-related transaction concerning the acquisition of an asset where the

net profit or absolute value of loss relating to the asset (calculated according to the

audited financial report for previous year in respect of the asset) does not exceed 5%

of audited net profit or absolute value of loss of the Company for previous year and

does not exceed RMB 5 million;

6. Other transactions not in the extent of authority of the general manager."

Amended to: "To decide on the Company's business plan， investment plan

and relevant transactions. Relevant transactions refer to:

1. Any related transaction whose total amount does not exceed RMB 30

million or 5% of audited absolute value of net assets of the Company for the

latest period;

2. Any transaction where the total assets relating to the transaction do not

exceed 20% of the audited total assets of the Company for the latest period

(where the total assets relating to the transaction have both book value and

appraised value， the higher of them shall be taken as data for calculation);

3. Any transaction where the income from the subject matter of the

transaction in the latest fiscal year does not exceed 20% of the audited income of

the Company from main operation for the latest fiscal year or the absolute

amount of the transaction does not exceed RMB 50 million;

4. Any transaction where the net profit from the subject matter of the

transaction in the latest fiscal year does not exceed 20% of the audited net profit

of the Company for the latest fiscal year or the absolute amount of the

transaction does not exceed RMB 5 million;

5. Any transaction whose amount (including obligations and expenses

incurred) does not exceed 20% of the audited net assets of the Company for the

latest period or RMB 50 million;

6. Any transaction where the pro fit from the transaction does not exceed

20% of the audited net profit of the Company for the latest fiscal year or the

absolute amount of the transaction does not exceed RMB 5 million;

7. Other transactions not in the extent of authority of the general

manager."

(1) Overall voting:

Affirmative vote: 1，646，137，526 shares， accounting for 99.4861% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 8，503，226 shares， accounting for 0.5319 % of the voting shares held by

all shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 8，503，226 shares， accounting for

8.1657 % of the voting shares held by all shareholders holding public shares present

at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

8，503，226 shares， accounting for 8.1657 % of the voting shares held by all

shareholders holding foreign investment shares present at the meeting.

9. The meeting examined and adopted the Proposal for Disposing of Losses on

Assets in Previous Years (Proposal IX).

Under the unified deployment of Guangdong National Assets Regulatory

Commission， the board of directors approved the appraisal of properties and funds by the

Company and its controlled subsidiaries in 2004. Upon check， it was found that the taxes

of RMB 19073417.88 overpaid by Shajiao A Power Plant in previous year were not

refundable due to the reform of national tax system. The technical renovation of power

plant formed losses of RMB 17159261.07 on the materials and fixed assets of Shajiao A

Power Plant and RMB 25191303.27 on materials and fixed assets of Zhanjiang Electric

Power Co.， Ltd. (The Company suffered loss of RMB 19145390.49 according to theequity proportion of 76%). According to accounting policies， the above-mentioned mattermay be accounted for in 2004 or previous year. As the superior state-owned asset

administration department has adopted the mode of accounting in previous year， the

Company was approved to made additional provision of RMB 55378069.44 for

impairment for 2003 and correspondingly adjusted relevant account titles， correctedaccounting errors for 2003 and wrote off the said loss in 2004.

(1) Overall voting:

Affirmative vote: 1，645，466，966 shares， accounting for 99.4456% of the voting

shares held by all shareholders present at the meeting; Negative vote 670，560 shares，

accounting for 0.0405% of the voting shares held by all shareholders present at the

meeting; Abstention: 8，503，226 shares， accounting for 0.5319 % of the voting shares

held by all shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 94，959，566 shares， accounting for 91.1903% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 670，560 shares， accounting for 0.6439% of the voting shares held by all

shareholders holding public shares present at the meeting; Abstention: 8，503，226

shares， accounting for 8.1657 % of the voting shares held by all shareholders holdingpublic shares present at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 94，959，566 shares， accounting for 91.1903% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 670，560 shares， accounting for 0.6439% of the voting shares

held by all shareholders holding foreign investment shares present at the meeting;

Abstention: 8，503，226 shares， accounting for 8.1657 % of the voting shares held by

all shareholders holding foreign investment shares present at the meeting.

10. The meeting examined and adopted the Proposal for Writing off the

Accounts Receivable from Baohua Company) (Proposal X).

The meeting approved the Company to write off bad debts concerning the remaining

accounts of RMB 2532139.64 receivable from Guangzhou Baohua Real Estate Co.， Ltd.for house purchase.

(1) Overall voting:

Affirmative vote: 1，646，137，526 shares， accounting for 99.4861% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 8，503，226 shares， accounting for 0.5319 % of the voting shares held by

all shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 8，503，226 shares， accounting for

8.1657 % of the voting shares held by all shareholders holding public shares present

at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 95，630，126 shares， accounting for 91.8343% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

8，503，226 shares， accounting for 8.1657 % of the voting shares held by all

shareholders holding foreign investment shares present at the meeting.

11. The meeting examined and adopted the Proposal for Engaging Domestic and

Foreign Certified Public Accountants' Firms for the Company (Proposal XI).

The meeting approved the Company to renew the engagement of Tianjian

Certified Public Accountants Co.， Ltd. as domestic certified public accountants' firm

and PricewaterhouseCoopers Zhongtian Certified Public Accountants Co.， Ltd. asoverseas certified public accountants' firm for the Company for 2005.

(1) Overall voting:

Affirmative vote: 1，654，609，252 shares， accounting for 99.9981% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 31，500 shares， accounting for 0.0019 % of the voting shares held by all

shareholders present at the meeting.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 31，500 shares， accounting for 0.0302

% of the voting shares held by all shareholders holding public shares present at the

meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 104，101，852 shares， accounting for 99.9689% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

31，500 shares， accounting for 0.0302 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

12. The meeting examined and adopted the Proposal for Participating in

Establishing Yuedian Shipping Co.， Ltd. (Proposal XII). The meeting approved the

Company to participate in establishing Guangdong Yuedian Shipping Co.， Ltd.

Accordant to the proportion of 30% by contributing capital of RMB 60 million. The

registered capital of this company is RMB 200 million.

(1) Overall voting:

Affirmative vote: 235，518，252 shares， accounting for 99.8982% of the voting

shares held by all shareholders present at the meeting; Negative vote 0 shares，accounting for 0% of the voting shares held by all shareholders present at the meeting;

Abstention: 240，100 shares， accounting for 0.0145 % of the voting shares held by all

shareholders present at the meeting.This proposal concerns related transaction. The related parties Guangdong

Yuedian Group Co.， Ltd. and Guangdong Electric Power Development Companywere absent during vote according to relevant regulations.

(2) Voting of shareholders holding public shares (not including the

shareholders holding overseas listed shares):

Affirmative vote: 103，893，252 shares， accounting for 99.7694% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 0 shares， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 240，100 shares， accounting for

0.2306 % of the voting shares held by all shareholders holding public shares present

at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 103，893，252 shares， accounting for 99.7694% of the voting

shares held by all shareholders holding foreign investment shares present at the

meeting; Negative vote 0 shares， accounting for 0% of the voting shares held by allshareholders holding foreign investment shares present at the meeting; Abstention:

240，100 shares， accounting for 0.2306 % of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

13. The meeting examined and adopted the Proposal Concerning the Daily

Related Transactions of the Company and Its Controlled Subsidiaries (Proposal XIII).

(1) Overall voting:

Affirmative vote: 206，784，789 shares， accounting for 87.7105% of the voting

shares held by all shareholders present at the meeting; Negative vote 20，261，737

shares， accounting for 8.5943% of the voting shares held by all shareholders presentat the meeting; Abstention: 8，711，826 shares， accounting for 0.5265 % of the voting

shares held by all shareholders present at the meeting.This proposal concerns related transaction. The related parties Guangdong

Yuedian Group Co.， Ltd. and Guangdong Electric Power Development Companywere absent during vote according to relevant regulations.

(2) Voting of shareholders holding public shares (not including the shareholders

holding overseas listed shares):

Affirmative vote: 75，159，789 shares， accounting for 72.1765% of the voting

shares held by all shareholders holding public shares present at the meeting; Negative

vote 20，261，737 shares， accounting for 19.4575% of the voting shares held by all

shareholders holding public shares present at the meeting; Abstention: 8，711，826

shares， accounting for 8.3660 % of the voting shares held by all shareholders holdingpublic shares present at the meeting.

(3) Voting of shareholders holding foreign investment shares:

Affirmative vote: 8.3660 shares， accounting for 72.1765% of the voting shares

held by all shareholders holding foreign investment shares present at the meeting;

Negative vote 20，261，737 shares， accounting for 19.4575% of the voting shares held

by all shareholders holding foreign investment shares present at the meeting;

Abstention: 8，711，826 shares， accounting for 8.3660 % of the voting shares held by

all shareholders holding foreign investment shares present at the meeting.

14. The meeting examined and adopted the Proposal for Electing the Members

of the Fifth Board of Directors of the Company (Proposal XIV).Pan Li ，Hong Rongkun， Li Zhuoxian， Liu Qian， Gao Shiqiang， Liu Luoshou，

Cao Techao， Yao Jiheng， Lao Qiongjuan and and Zhou Xiaoping were elected as

directors of the Company through accumulative voting. The result of voting is as

follows:

Name Overall voting: accounting for

% the voting

shares held by

all

shareholders

present at the

meeting

Voting of

shareholders

holding public

shares

accounting for

% of the voting

shares held by

all shareholders

holding public

shares present at

the meeting

Voting of

shareholders

holding

foreign

investment

shares

accounting for %

of the voting

shares held by

all shareholders

holding foreign

investment

shares present at

the meeting

Pan Li 1655688852 100.0633% 105181452 101.0065% 105181452 101.0065%

Liu Luoshou 1654489552 99.9909% 103982152 99.8548% 103982152 99.8548%

Yao Jiheng 1654489552 99.9909% 103982152 99.8548% 103982152 99.8548%

Hong Rongkun 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Li Zhuoxian 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Liu Qian 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Cao Techao 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Lao Qiongjuan 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Zou Xiaoping 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Gao Shiqiang 1654488452 99.9908% 103981052 99.8537% 103981052 99.8537%

15. The meeting examined and adopted the Proposal for Electing the

Independent Directors of the Fifth Board of Directors of the Company (Proposal XV).Wang Jun， Song Xianzhong， Cheng Xinxin， Zhu Baohe and Sha Qilin wereelected as independent directors of the Company through accumulative voting.The result of voting is as follows:

Name Overall

voting:

accounting for

% the voting

shares held by

all shareholders

present at the

meeting

Voting of

shareholders

holding public

shares

accounting for

% of the voting

shares held by

all shareholders

holding public

shares present at

the meeting

Voting of

shareholders

holding

foreign

investment

shares

accounting for % of

the voting shares

held by all

shareholders holding

foreign investment

shares present at the

meeting

Cheng Xinxin 1655089252 100.0271% 104581852 100.4307% 104581852 100.4307%

Wang Jun 1654489252 103981852 99.8545% 103981852 99.8545%

Song Xianzhong 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Zhu Baohe 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

Sha Qilin 1654489252 99.9908% 103981852 99.8545% 103981852 99.8545%

16. The meeting examined and adopted the Proposal for Electing the Members

of the Fifth Supervisory Committee of the Company (Proposal XVI).Tian Yanjun and Zhang Hongmei are elected as supervisors of the Company

through accumulative voting.The result of voting is as follows:

Name Overall

voting:

accounting for

% the voting

shares held by

all shareholders

present at the

meeting

Voting of

shareholders

holding public

shares

accounting for

% of the voting

shares held by

all shareholders

holding public

shares present at

the meeting

Voting of

shareholders

holding foreign

investment

shares

accounting for

% of the voting

shares held by

all shareholders

holding foreign

investment

shares present at

the meeting

Zhang

Hongmei

1654550052 99.9945% 104042652 99.9129% 104042652 99.9129%

Tian Yanjun 1654548452 99.9944% 104041052 99.9114% 104041052 99.9114%

17. The meeting examined and adopted the Proposal for Electing the

Independent Supervisors of the Fifth Supervisory Committee of the Company

(Proposal XVII).Yang Songcai and Liang Ruyu were elected as independent supervisors of the

Company through accumulative voting. The result of voting is as follows:

Name Overall voting: accounting for %

the voting shares

held by all

shareholders

present at the

meeting

Voting of

shareholders

holding public

shares

accounting for %

of the voting

shares held by

all shareholders

holding public

shares present at

the meeting

Voting of

shareholders

holding foreign

investment

shares

accounting for

% of the voting

shares held by

all shareholders

holding foreign

investment

shares present at

the meeting

Yang Songcai 1654550052 99.9945% 104041852 99.9121% 104041852 99.9121%

Liang Ruyu 1654550052 99.9945% 104041852 99.9121% 104041852 99.9121%

Upon the recommendation of the labor union of the Company and Shajiao A

Power Plant， Chen Chuyang and Lin Weifeng were elected as supervisors of the fifthsupervisory committee of the Company in the capacity of employees' representative.V. Legal opinions given by lawyer

Lawyer Chen Ling of Guangdong Xinyang Law Office witnessed this meeting. In

his opinion， the procedure of convening and holding the meeting， the qualification of thepersons present at the meeting and its voting procedure complied with the provisions of

laws and regulations and the Articles of Association of the Company and the resolutions

adopted at the meeting were legal and valid.VI. Documents available for inspection

1、The resolutions of the shareholders' general meeting signed and confirmed by

the directors present and the recorder;

2、Legal opinion

The Board of Directors of Guangdong Electric Power Deve lopment Co.， Ltd.

April 30， 2005