GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD — Board/Management Information 2007

Oct 27, 2007

Stock Abbreviation: Yue Dian Li A Yue Dian Li B Stock Code: 000539, 200539 Announcement No.: 2007-31

Announcement of the 17th 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, 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.

The written notice of holding the 17th meeting of the fifth board of directors of Guangdong Electric Power Development Co., Ltd. ("the Company") was issued on October 16, 2007. This meeting was held in Guangzhou, Guangdong Province on October 26, 2007. 18 directors (including 6 independent directors) were supposed to attend the meeting and all of them (including 6 independent directors) were actually present. vice board chairman Liu Qian ， director Deng An ， director Hong Rongkun ， director Wu Bin ， director Zou Xiaoping ， director Wang Jun did not attend the meeting for sake of business. vice board chairman Liu Qian authorized board chairman Pan Li to attend the meeting and exercise voting right on their behalf. director Deng An and director Wu Bin respectively authorized director Liu Luoshou to attend the meeting and exercise voting right on their behalf.Director Hong Rongkun ,director Zou Xiaoping ,director Wang Jun respectively authorized director Gao Shiqiang ,director Yao Jiheng, director Song Xianzhong to attend the meeting and exercise voting right on their behalf. Some supervisors and other senior executives of the Company attended the meeting as non-voting delegates. The holding and voting procedure of the meeting complied with the provisions of the Company Law and Articles of Association of the Company. The meeting examined and adopted the following resolutions:

I. The meeting examined and adopted the Proposal Concerning Work Report of

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the General Manager for the Third Quarter of 2007.

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

II. The meeting examined and adopted the Proposal Concerning Financial Report for the Third Quarter of 2007.

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

III. The meeting examined and adopted the Proposal Concerning the Full Text of Report for the Third Quarter of 2007 and the Text of Quarterly Report.

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

IV. The meeting examined and adopted the Proposal Concerning Concrete Matters of Corporate Bond Issue.

The meeting approved the Company to issue corporate bonds. The details are as follows:

1. Scale of issue

The scale of issue of corporate bond: RMB 2 billion.

2. Arrangement of placement to the Company's shareholders

The proportion of priority placement of corporate bonds to the original

shareholders holding negotiable shares not subject to sale restriction is 10%.

3. Term of bond

The term of corporate bond: 7 years.

4. Back sale and redemption provisions

Corporate bond holders have the right to wholly or partly sell the bonds held by

them to the issuer at face value on interest payment date in the fifth year of bond term. There are no redemption provisions for corporate bonds.

1. Place for listing

The place for listing of corporate bonds is Shenzhen Stock Exchange.

6. Bond registration authority

The corporate bond registration authority is China Securities Registration &

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Settlement Co., Ltd. Shenzhen Branch.

1. Commitment concerning protective measures for debt service

During the period when the Company fails to pay the principal or interests of bonds on time, the Company undertakes to take the following measures to really protect the interests of corporate bond holders:

(1) Not distributing profits to shareholders;

(2) Postponing the implementation of the projects of capital expenditure including significant external investment, takeover and merger;

(3) Reducing or stopping payment of wages and bonuses to directors and senior executives ；

(4) The main responsible persons relating to the bonds to be issued shall not be transferred.

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

V. The meeting examined and adopted the Proposal for Amending the Articles of Association of the Company.

The meeting approved the Company to amend the Articles of Association and Rules of Procedure of the Board of Directors as follows:

I. To add a sub-paragraph to paragraph 1 of Article 40 of the Articles of Association of the Company, i.e., "Functions and Powers of Shareholders' General Meeting": "To examine the proposal for compensation with the shares of the Company held or controlled by a shareholder when such shareholder fails to return the Company's assets misappropriated by it with cash".

II. The original Paragraph 2 of Article 82 of the Articles of Association of the Company: "When the shareholders' general meeting votes on election of directors and supervisors, cumulative voting system may be implemented according to the provisions of the Articles of Association or resolutions of the shareholders' general meeting."

To be revised as: "When the shareholders' general meeting vote on election of directors and supervisors, cumulative voting system shall be implemented."

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III. To add a sub-paragraph to Paragraph 1 of Article 97 of the Articles of Association of the Company, i.e., "faithful obligations of directors": "A director shall not assist or connive the controlling shareholder and its affiliated enterprises in misappropriating the Company's assets;"

IV. To add the following three sub-paragraphs to Paragraph 1 of Article 107 of the Articles of Association of the Company, i.e., "Functions and Powers of the Board of Directors":

"To appraise senior executives'(including directors, supervisors, managers, deputy managers, the person in charge of financial affairs and board secretary of the Company) performance of the obligation of maintaining the safety of the Company's funds, take different disciplinary actions against relevant responsible persons according to the seriousness of a case and put forward a proposal of dismissing the directors and supervisors who assume serious responsibilities to the shareholders' general meeting";

"To decide to take various judicial actions including judicial litigation and application for freezing all assets of the controlling shareholder or the actual controller of the Company including the shares held or controlled by it to recover the assets illegally occupied by it" within one month after finding the Company's controlling shareholder or actual controller's illegal occupation of the Company's assets";

"To formulate the proposal for compensation with the shares of the Company held or controlled by a shareholder when such shareholder fails to return the Company's assets misappropriated by it with cash".

V. To add a sub-paragraph to Paragraph 1 of Article 144 of the Articles of Association of the Company, i.e., "Functions and Powers of the Supervisory Committee": "To appraise supervisors’ performance of the obligation of maintaining the safety of the Company's funds, take different disciplinary actions against relevant responsible persons according to the seriousness of a case and put forward a proposal of dismissing the supervisors who assume serious responsibilities to the shareholders' general meeting"".

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This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0. The matters concerning the amendment of the Articles of Association of the Company shall still be submitted to the shareholders' general meeting of the Company for examination and approval.

VI. The meeting examined and adopted the Proposal for Amending the Rules of Procedure of the Board of Directors of the Company.

The meeting approved the Company to amend the Rules of Procedure of the Board of Directors as follows:

I. The original Article 4 of the Rules of Procedure of the Board of Directors of the Company:

"In any of the following circumstances, the chairman of the board of directors shall convene a provisional board meeting within five working days:

1. When the chairman of the board of directors deems necessary;

2. Upon the joint proposal by more than one third of all directors or more than one half of all independent directors;

3. Upon the proposal by the board of directors;

4. Upon the proposal by the general manager."

To be revised as: "In any of the following circumstances, the chairman of the board of directors shall convene a provisional board meeting within ten days:

1. Upon the proposal by the shareholders representing more than one tenth of voting rights;

2. Upon the joint proposal by more than one third of all directors;

3. Upon the proposal of the supervisory committee;

4. Upon the proposal by the general manager."

II. The original Article 6 of the Rules of Procedure of the Board of Directors of the Company:

"In the circumstances specified in paragraph 2, paragraph 3 and paragraph 4 of Article 4 of these rules where the chairman of the board of directors fails to perform his duties, he shall designate the vice chairman of the board of directors or a director to convene a provisional board meeting on his behalf. If the chairman of the board of

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directors fails to perform his duties without any reason and fails to designate specific personnel to perform his duties on his behalf, the board meeting can be convened by the vice chairman of the board of directors or a director jointly chosen by more than one half of all directors."

To be revised as: "If the chairman of the board of directors fails to perform or does not perform his duty of convening a provisional board meeting, the vice chairman of the board of directors shall perform the duty of convening a provisional board meeting. If the vice chairman of the board of directors fails to perform or does not perform his duty of convening a provisional board meeting, more than one half of all directors shall jointly choose a director to perform the duty of convening a provisional board meeting."

III. The original Article 13 of the Rules of Procedure of the Board of Directors of the Company:

"The items on the agenda of a board meeting shall generally be put forward by the chairman of the board of directors, directors, the board of directors and the general manager. The board secretary shall gather the items on the agenda or proposals into written materials and submit the same to the chairman of the board of directors fifteen days before the holding of a meeting. The chairman of the board of directors shall decide whether to list the items on the agenda of this meeting. The items not listed on the agenda of this meeting shall not be discussed at this meeting. However, the chairman of the board of directors shall explain the items not listed on the agenda of this meeting."

To be revised as: "The items on the agenda of a board meeting shall generally be put forward by the chairman of the board of directors, directors, the board of directors, the general manager and the party proposing the convening of the meeting. The board secretary shall gather the items on the agenda or proposals into written materials and submit the same to the convener fifteen days before the holding of a meeting. The convener shall decide whether to list the items on the agenda of this meeting. The items not listed on the agenda of this meeting shall not be discussed at this meeting. However, the convener shall explain the items not listed on the agenda of this

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meeting."

IV.. The original Article 14 of the Rules of Procedure of the Board of Directors of the Company:

"The board secretary shall be responsible for collecting the materials necessary for discussion of the items on the agenda, preparing documents of the board of directors and delivering the same to the directors who will attend the meeting and relevant personnel for reference fifteen days before the holding of the meeting."

To be revised as: "The board secretary shall be responsible for collecting the materials necessary for discussion of the items on the agenda, preparing documents of the board of directors and delivering the same to the directors who will attend the meeting and relevant personnel for reference five days before the holding of the meeting."

V.. The original Article 19 of the Rules of Procedure of the Board of Directors of the Company:

"The chairman of the board of directors shall be in charge of the voting on the proposals of the meeting and formation of meeting resolutions."

To be revised as: "The convener shall be in charge of the voting on the proposals of the meeting and formation of meeting resolutions."

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

VII. The meeting examined and adopted the Proposal Concerning the Final Report of the Completed Desulfuration Project of #5 Unit of Shajiao A Power Plant.

This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

VIII. The meeting examined and adopted the Proposal for Holding the Third Provisional Shareholders' General Meeting in 2007.

The meeting approved the Company to hold the third provisional shareholders' general meeting of the Company in 2007 on November 16 ， 2007. Refer to the Company's Announcement about the Notice of Holding the Third Provisional Shareholders' General Meeting of the Company in 2007 (Announcement No.: 2007-35) today for details.

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This proposal was voted through by 18 directors. Affirmative vote: 18; Negative vote: 0; Abstention: 0.

This announcement is hereby made.

The Board of Directors of Guangdong Electric Power Development Co., Ltd. October 27, 2007

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