粤电力A2005年第一次临时股东大会决议公告（英文版）

Stock Abbreviation: Yuedianli A，Yuedianli B；

Stock Code: 000539， 200539

Announcement No.: 2005-32

Announcement of Resolutions of the First

Provisional Shareholders' General Meeting of

Guangdong Electric Power Development Co.，Ltd. in 2005

The Company and its directors hereby guarantee that the content of information disclosure is real，accurate， complete and free from any false record， misleading representation or material omissions.I. Important note

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

1. Time of holding: 9:30-12:00 a.m. of September 28， 2005

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

3. Mode of holding: On-site voting.

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

5. Presider: Liu Qian， a 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:

13 shareholders (agents)， representing 1，655，866，287 shares which account for

62.26% of total voting shares.

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

shareholders holding overseas listed shares):

8 shareholders holding public shares (agents)， representing 105，007，887 shares

which account for 9.94% of total voting shares held by shareholders holding public

shares.

3. Attendance of shareholders holding foreign investment shares:

6 shareholders holding foreign investment shares (agents)， representing

103，476，280 shares which account for 15.55% of total voting shares held by

shareholders holding foreign investment shares.IV. Examination of and voting on proposals

1. The meeting examined and adopted the Proposal for Electing Comrade Yang

Xuanxing as Director of the Company (Proposal 1).

(1) Overall voting:

Affirmative vote: 1，655，702，387 shares， accounting for 99.9901% of the voting

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

Abstention: 163，900 shares， accounting for 0.0099% 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: 104，843，987 shares， accounting for 99.8439% of the voting

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

vote: 0 share， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 163，900 shares， accounting for

0.1561% 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: 103，312，380 shares， accounting for 99.8416% of the voting

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

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

163，900 shares， accounting for 0.1584% of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.

2. The meeting examined and adopted the Proposal for Increasing the Limit of

Entrusted Loan Applied for to Yuedian Group Company (Proposal 2).

The meeting approved the Company to apply to Yuedian Group Company for

entrusted loan within the limit of RMB 800 million with the term being 1 year and the

interest rate being not higher than the basic interest rate of bank loan in the same

period discounted at 10%.

(1) Overall voting:

Affirmative vote: 236，819，987 shares， accounting for 99.9308% of the voting

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

Abstention: 163，900 shares， accounting for 0.0692% 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: 104，843，987 shares， accounting for 99.8439% of the voting

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

vote: 0 share， accounting for 0% of the voting shares held by all shareholders holdingpublic shares present at the meeting; Abstention: 163，900 shares， accounting for

0.1561% 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: 103，312，380 shares， accounting for 99.8416% of the voting

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

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

163，900 shares， accounting for 0.1584% of the voting shares held by all shareholders

holding foreign investment shares present at the meeting.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 Development Co.， Ltd.September 29， 2005