BQ36 Barclays 27

RNS Number:5263A
Zhejiang Southeast Elec Power Co Ld
06 July 2004

              Zhejiang Southeast Electric Power Company Limited



              Announcement on Resolutions of the Ninth Meeting

            of the Third Board of Directors (by way of communication)





The Ninth Meeting of the Third Board of Directors of Zhejiang Southeast Electric
Power Company Limited ("the Company") was convened by way of communication on 3
July 2004.  Fifteen directors should be present and fourteen directors were
actually present at the meeting (director Liu Ranxing was unable to attend the
meeting due to a business trip).  The supervisors of the Company attended the
meeting as non-voting members.  The meeting complies with the stipulations of
the Company Law and the Articles of Association.  The resolutions passed at the
meeting are as follows:



I.                    Examined and approved the Proposal on the Discharge of
Provision of Shareholders' Guarantee for the Phase I project of Zhejiang
Changxing Electric Power Limited Liability Company.



Upon examination by the directors present at the meeting, it was unanimously
agreed that Zhejiang Changxing Electric Power Limited Liability Company shall
use its on-grid electricity sales income to provide pledge security for its
liabilities and discharge the shareholders' guarantee provided by the Company
for the Phase I project of Zhejiang Changxing Electric Power Limited Liability
Company.



Please refer to the section on "External Guarantees" in the 2003 annual report
of the Company for details of the relevant conditions in relation to the
Provision of Shareholders' Guarantee for the Phase I project of Zhejiang
Changxing Electric Power Limited Liability Company by the Company.



II.                 Examined and approved the Proposal on the Waiver of the
Pre-emptive Right to be Transferred of the Shareholding in Zhejiang Changxing
Electric Power Limited Liability Company.



Zhejiang Changxing Electric Power Limited Liability Company is a project company
constructing and operating 2 x 300MW generating units (completed) in the
Changxing Phase I project and 2 x 300MW generating units (under construction) in
the Phase II project.  Currently its registered capital is RMB610,000,000.  The
shareholders and shareholding structure are as follows:  the Company has a 65%
shareholding, Zhejiang Hongfa Energy Investment Company Limited has a 20%
shareholding and Zhejiang Provincial Power Development Company has a 15%
shareholding.



In order to further increase the support of Changxing County Local Government
for various works of Zhejiang Changxing Electric Power Limited Liability
Company, Zhejiang Hongfa Energy Investment Company Limited and Zhejiang
Provincial Power Development Company agree to transfer their respective 2.5%
shareholding in Zhejiang Changxing Electric Power Limited Liability Company to
Changxing Economic Investment Company.  It was unanimously agreed as follows
after examination by the directors present at the meeting:



1.      Changxing Economic Investment Company shall participate in the
investment in Zhejiang Changxing Electric Power Limited Liability Company and
the Company agrees to waive the pre-emptive transfer right;

2.      Due to reasons including the increase in shareholders and changes in
shareholdings of shareholders, the relevant clauses of the Shareholders'
Agreement and the Articles of Association of Zhejiang Changxing Electric Power
Limited Liability Company shall be amended accordingly.



III.               Examined and approved the Proposal on Increase of Capital to
Zhejiang Changxing Electric Power Limited Liability Company.



As the expansion of the Phase II project of Zhejiang Changxing Electric Power
Limited Liability Company has been approved for listing by the State Development
and Reform Commission according to Document Fa Gai Neng Yuan (2004) No.623, upon
examination by the directors present at the meeting, it was unanimously agreed
as follows:



1.      To increase capital of RMB364,000,000 to Zhejiang Changxing Electric
Power Limited Liability Company according to the shareholding ratio of the
Company.



According to the approval on the project proposal, the total dynamic investment
of the Phase II project of Zhejiang Changxing Electric Power Limited Liability
Company is RMB2,810,000,000 (including the investment in desulphurisation of
RMB240,000,000 in the Phase I project); the project capital is RMB560,000,000
representing 20% of the total dynamic investment; funds required other than the
capital amount to RMB2,250,000,000 which shall be resolved by bank loans.  (In
the proposal on the expansion of the Phase II project examined and approved at
the fifth meeting of the third board of directors of the Company, the total
dynamic investment of the Phase II project does not include the investment in
Phase I desulphurisation.  Phase I desulphurisation was originally proposed to
be resolved by including in the technology improvement projects, but according
to the approval document of the State Development and Reform Commission, it will
be included in the total investment of the Phase II project).



The Company has a 65% shareholding in Zhejiang Changxing Electric Power Limited
Liability Company and is required to increase capital of RMB364,000,000 to
Zhejiang Changxing Electric Power Limited Liability Company.



2.      According to the resolutions of the board of directors and shareholders
meeting of Zhejiang Changxing Electric Power Limited Liability Company, the
above increased capital shall be injected in different phases according to the
progress of the construction of the Phase II project.



The proposal on the expansion of the Phase II project of Zhejiang Changxing
Electric Power Limited Liability Company has been examined and approved at the
fifth meeting of the second board of directors and the second meeting of the
second board of directors of Zhejiang Changxing Electric Power Limited Liability
Company.  As the controlling shareholder of Zhejiang Changxing Electric Power
Limited Liability Company, the Company also examined and approved such
investment matter at the fifth meeting of the third board of directors (by way
of communication).  Please refer to Shanghai Securities News, China Securities
Journal, South China Morning Post (Hong Kong) and Wen Wei Po (Hong Kong) for
details of the announcement published on 25 November 2003.



Proposals I and II referred to above have to be submitted to the second
extraordinary general meeting of the Company for 2004 for examination.  Please
find below the matters in connection with convening the meeting:



1. Date of the meeting:  6 August 2004  9.30 a.m.



2. Place of the meeting:  Jinxishanzhuang, Hangzhou (No. 39 Yanggongdi,
Hangzhou)



3.      Matters to be discussed at the meeting:

(1)         To examine the Proposal on the Discharge of Provision of
Shareholders' Guarantee for the Phase I project of Zhejiang Changxing Electric
Power Limited Liability Company.

(2)         To examine the Proposal on Increase of Capital to Zhejiang Changxing
Electric Power Limited Liability Company.



4.      Eligibility for attending the meeting



(1)   All the shareholders of the Company whose names are recorded on the shares
register maintained by China Securities Registration and Clearing Company
Limited, Shanghai Branch at the close of the afternoon session on 21 July 2004
(last trading date for B shares: 16 July).



(2)  Shareholders who are unable to attend the meeting due to certain reasons
may appoint their authorized proxies to attend the meeting (please find below
the proxy form).



(3)     Directors, supervisors and senior management personnel of the Company.



5.       Registration method



(1)  Registration procedures:



Shareholders of legal person shares complying with the above conditions shall
complete the registration formalities by presenting their shareholder accounts,
copies of their business licences, proxy forms for legal person representatives
and identity cards of the attendees.



Individual shareholders complying with the above conditions shall complete the
registration formalities by presenting their shareholder accounts, identity
cards and shareholding proof.



Proxies shall complete registration formalities by presenting their proxy forms,
identity cards, shareholder accounts of the appointers and shareholding evidence
of the appointers.



(2)  Registration time:



9:00 - 11:00 a.m. and 2:00 - 4:00 p.m. on 27 July 2004



(3)  Place of registration:  Secretariat office of the board of directors, Floor
22, Biao Li Tower, 528 Yan'an Road, Hangzhou

Postal code      :        310006

Telephone Number :        0571-85774566

Fax Number       :        0571-85774321

6.  Note:  All accommodation and travelling expenses shall be borne by the
shareholders attending the meeting, and the duration of the meeting will be
half-day.





Board of Directors

Zhejiang Southeast Electric Power Company Limited

6 July 2004







                                   PROXY FORM



I/We hereby authorise Ms/Mr ________________________________ to attend the
Second Extraordinary General Meeting of Zhejiang Southeast Electric Power
Company Limited for 2004 and exercise the voting rights on my behalf / on behalf
of our company as follows:



1.    To vote for item (   ) of the matters to be examined as stated in the
announcement on convening the shareholders' meeting;



2.    To vote against item (    ) of the matters to be examined as stated in the
announcement on convening the shareholders' meeting;



3.    To abstain from voting in respect of item (     ) of the matters to be
examined as stated in the announcement on convening the shareholders' meeting;



4.    As regards the matters in items 1 to 3 for which specific instructions
have not been given, the proxy  _______________ (may / may not) vote according
to his/her intention.





Appointer:  ________________________ Business licence/identity  card no._________________________of the appointer



Shareholder account no. of the appointer: _________________ No. of shares held by the appointer: _______



Appointee:  ________________________ Identity card number of the appointee: ____________________



Appointing date:  ________________________



Signature (chop) of the appointer:  _______________________


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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