2011-38
Announcement of Resolutions of the Third Provisional Shareholders' General Meeting of Guangdong Electric Power Development Co.,
Ltd. in 2011
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.English translation for reference only. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.
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: 10:00 a.m. of July 20, 2011
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: Pan Li, 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:
28 shareholders (agents), representing 1,575,419,036 shares which account for 56.32% of total voting shares.
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2. Attendance of shareholders holding A shares:
5 shareholders holding A shares (agents), representing 1,551,252,381 shares which account for 72.76% of total voting shares held by shareholders holding A shares.
3. Attendance of shareholders holding B shares:
23 shareholders holding B shares (agents), representing 24,166,655 shares which account for 3.63% of total voting shares held by shareholders holding B shares.
IV. Examination of and voting on proposals
1. The meeting examined and adopted the proposal of providing guarantees to Guangdong Shaoguan Yuejiang Power Generation Co., Ltd.
It has been approved to provide guarantees with joint liabilities for the loan of RMB500 million from CCB Financial Leasing Co., Ltd against the Company’s shareholding portion of 65% in Guangdong Shaoguan Yuejiang Power Generation Co., Ltd. . The amount of the guarantee will be RMB325 million. Meanwhile a counter guarantee contract was engaged between the Company and Guangdong Shaoguan Yuejiang Power Generation Co., Ltd..Refer to announcement of the Company for details (Announcement No.: 2011-31).
(1) Overall voting:
Affirmative vote: 1,575,419,036 shares, accounting for 100% 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: 0 shares, accounting for 0% of the voting shares held by all shareholders present at the meeting.
(2) Voting of shareholders holding A shares:
Affirmative vote: 1,551,252,381 shares, accounting for 100% of the voting shares held by all shareholders holding A shares present at the meeting; Negative vote: 0 share, accounting for 0% of the voting shares held by all shareholders holding A shares present at the meeting; Abstention: 0 shares, accounting for 0% of the voting shares held by all shareholders holding A shares present at the meeting.
(3) Voting of shareholders holding B shares:
Affirmative vote: 24,166,655 shares, accounting for 100% of the voting shares
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held by all shareholders holding B shares present at the meeting; Negative vote: 0 share, accounting for 0% of the voting shares held by all shareholders holding B shares present at the meeting; Abstention: 0 shares, accounting for 0% of the voting shares held by all shareholders holding B shares present at the meeting.
2. The meeting examined and adopted the proposal of providing guarantees to Yunnan Baoshan Binlangjiang Hydroelectricity Development Co., Ltd..
It has been approved to provide guarantees with joint liabilities for the loan of RMB100 million from CMB Financial Leasing Co., Ltd against the Company’s shareholding portion of 29% in Yunnan Baoshan Binlangjiang Hydroelectricity Development Co., Ltd.. The amount of the guarantee will be RMB 29 million. Meanwhile a counter guarantee contract was engaged between the Company and Yunnan Baoshan Binlangjiang Hydroelectricity Development Co., Ltd..
(1) Overall voting:
Affirmative vote: 1,575,419,036 shares, accounting for 100% 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: 0 shares, accounting for 0% of the voting shares held by all shareholders present at the meeting.
(2) Voting of shareholders holding A shares:
Affirmative vote: 1,551,252,381 shares, accounting for 100% of the voting shares held by all shareholders holding A shares present at the meeting; Negative vote: 0 share, accounting for 0% of the voting shares held by all shareholders holding A shares present at the meeting; Abstention: 0 shares, accounting for 0% of the voting shares held by all shareholders holding A shares present at the meeting.
(3) Voting of shareholders holding B shares:
Affirmative vote: 24,166,655 shares, accounting for 100% of the voting shares held by all shareholders holding B shares present at the meeting; Negative vote: 0 share, accounting for 0% of the voting shares held by all shareholders holding B shares present at the meeting; Abstention: 0 shares, accounting for 0% of the voting shares held by all shareholders holding B shares present at the meeting.
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V. Legal opinions given by lawyer
Lawyer Chen Ling and Zhang Lili of Guangdong Xinyang Law Office witnessed this meeting. In his opinion, the procedure of convening and holding the meeting, the qualification of the persons 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 lawyer present and the recorder;
2. Legal opinion.
The Board of Directors of Guangdong Electric Power Development Co., Ltd.
July 21, 2011
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