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Stock abbreviation: YueDianLi A , YueDianLi B ;Stock code: 000539, 200539;Announcement number: 2005-24
Announcement of Resolutions of Provisional Meeting of the Fourth
Board of Directors of Guangdong Electric Power Development Co., Ltd.
The Company and all members of its board of directors hereby
guarantees that the content of information disclosure is real, accurate,complete and free from any false record, misleading representation ormaterial omissions.The notice of a provisional meeting of the fourth board of directors of Guangdong
Electric Power Development Co., Ltd. was issued on June 10, 2005. The meeting was
held by correspondence on June 21, 2005. 15 directors (including 5 independent
directors) were supposed to attend the meeting and all of them were actually present.The holding and voting procedure of this meeting complied with the provisions of the
Company Law and the Articles of Association of the Company.
The board of directors examined and adopted the Proposal for Applying to
Guangdong Yuedian Group Co., Ltd. for Entrusted Loan. With the entrance of the
Company's investment projects into the peak period of construction, the Company has
met fund shortage to certain extent. In order to satisfy the Company's current fund
demand, support its project construction and save financing cost, the board ofdirectors approved the Company to apply to Guangdong Yuedian Group Co., Ltd. forentrusted loan for a term of 1 year and at the interest rate not higher than 90% of the
basic interest rate of bank loans in the same period within the limit of RMB 400
million. (Refer to the Related Transaction Announcement of Application to
Guangdong Yuedian Group Co., Ltd. for Entrusted Loan for details).This proposal involves related transaction. Independent directors of the Company
Wang Jun, Song Xianzhong, Cheng Xinxin, Zhu Baohe and Sha Qilin examined thisrelated transaction in advance, agreed to submit it to the board of directors forexamination and expressed independent opinions. (Refer to the Announcement of
Opinions of Independent Directors of Guangdong Electric Power Development Co.,Ltd. published on the same day for details)
The related party involved in this related transaction is Guangdong Yuedian GroupCo., Ltd. After 7 related directors, i.e., Pan Li, Liu Qian, Hong Rongkun, Li Zhuoxian,Liu Luoshou, Gao Shiqiang and Cao Techao were absent in voting, 8 non-relateddirectors (including 5 independent directors) unanimoulsy voted through this proposal.
According to the Articles of Association of the Company, this related transaction need
not be submitted to the shareholders' general meeting of the Company for
examination and approval.This announcement is hereby made.The Board of Directors of Guangdong Electric Power Development Co., Ltd.June 24, 2005 |
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