粤电力A第五届董事会第三次会议决议公告（英文版）

Stock Abbreviation: Yuedianli A， Yuedianli B； Stock Code: 000539， 200539 Announcement No.:Announcement of Resolutions of the Third Meeting of the Fifth Board of

Directors of Guangdong Electric Power Development Co.， Ltd.

The Company and its directors hereby guarantee that the content of information

disclosure is real， accurate， complete and free from any false record， misleadingrepresentation or material omissions.The notice of the 3rd meeting of the fifth board of directors of Guangdong Electric

Power Development Co.， Ltd. was issued on September 19， 2005. The meeting washeld on the spot on September 28， 2005. 15 directors (including 5 independent

directors) were supposed to attend the meeting and 14 director (including 5

independent directors) were actually present. Directors Pan Li， Gao Shiqiang， LaoQiongjuan and Wang Jun did not attend the meeting due to official business. Directors

Pan Li and Gao Shiqiang authorized director Liu Qian to attend the meeting and

exercise voting rights on their behalf. Director Lao Qiongjuan not authorized other

director to attend the meeting and exercise voting rights on her behalf. Director Wang

Jun authorized director Song Xinzhong to attend the meeting and exercise voting rights

on his behalf. 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 passed the following proposals:

I. The Proposal for Adjusting Special Committee of the Fifth Board of Directors.

As the directors of the Company changed and comrade Cao Techao no longer acted as

a member of Budget Committee and Audit Committee of the fifth board of directors，comrade Yang Xuanxing was approved to act as a member of Budget Committee and

Audit Committee of the fifth board of directors.

This proposal was voted through by 14 directors. Affirmative vote: 14; Negative vote:

0; Abstention: 0.

II. The Proposal for Establishing Maoming Yuedian Oil Shale Mine and Power Joint

Operation Co.， Ltd.The Company was approved to establish Maoming Yuedian Oil Shale Mine and Power

Joint Operation Co.， Ltd. and hold 51% equity. The registered capital of the firstinstallment of this company is RMB 10 million. The Company was approved to

contribute RMB 5.10 million as the registered capital of the first installment in equity

proportion.This proposal was voted through by 14 directors. Affirmative vote: 14; Negative vote:

0; Abstention: 0.

This announcement is hereby made.The Board of Directors of Guangdong Electric Power Development Co.， Ltd.September 29， 2005