BQ36 Barclays 27

RNS Number:0735Y
Zhejiang Southeast Elec Power Co Ld
28 April 2004



            Zhejiang Southeast Electric Power Company Limited



              Announcement on Resolutions of the Eighth Meeting

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





The eighth meeting of the third board of directors of Zhejiang Southeast
Electric Power Company Limited ("the Company") was convened on 26th April 2004
by way of communication.  Fifteen directors should be present and fifteen
directors were actually present at the meeting. 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 following
resolutions were passed at the meeting:



I.              Unanimously examined and approved the First Quarterly Report of
2004 and agreed to disclose the same;



II.           Unanimously examined and approved the Proposal on the Amendments
to the Articles of Association submitted by the Supervisory Committee and agreed
that the same shall become a new proposal to be submitted to the 2003
shareholders' general meeting for examination.



It is proposed that the Articles of Association shall be amended as follows:



To add a new article after article 101 of the Articles of Association



"Article 102  The board of directors of the Company shall follow the following
procedures and principles when examining and deciding on external guarantee
matters:



(1)                           External guarantee matters of the Company shall be
put forward to the board of directors after examination and investigation by the
manager.  Guarantee matters may only be implemented after obtaining the
signatures and consents of more than two-thirds of all the members of the board
of directors and important external guarantee matters may be only implemented
after obtaining the approval of the shareholders' general meeting.





Material external guarantee matters shall be confirmed according to the amount
standard stipulated in the share listing rules of the stock exchange.



(2)                           Except power infrastructure projects, for example
electricity, the Company shall not directly or indirectly provide liability
guarantees for guaranteed objects with an asset/liability ratio exceeding 70%.



(3)                           The Company must seriously perform the information
disclosure obligations for external guarantees in strict compliance with the
relevant stipulations of the Share Listing Rules of the Shanghai Stock Exchange,
these Articles of Association and the external information disclosure system of
the Company, and provide information on all the external guarantee matters of
the Company according to the facts to the external auditors appointed by the
Company in accordance with the relevant stipulations.



When the board of directors of the Company decides on external guarantee
matters, it shall examine and investigate the following credit standards of the
guaranteed persons:



1.     having independent legal person status;

2.     clear property right relationship;

3.     no possibility of termination or bankruptcy or dissolution;

4.     the financial information provided is true and complete with no material 
       omission;

5.     no overdue bank borrowings or unpaid interest;

6.     no other significant risk."



The contents of other articles of the Articles of Association have not been
changed and the articles shall be renumbered accordingly.



III.      With the connected directors abstaining from voting, the non-connected
directors unanimously examined and approved the Proposal on the Transfer of
Shareholding in Zhejiang Fuxing Electric Power Fuel Ltd and agreed to transfer
all the 5,900,000 shares of Zhejiang Fuxing Electric Power Fuel Ltd Liability
Company held by the Company to Zhejiang Xingyuan Investment Ltd.  For details,
please refer to the Announcement on Asset Sale and Connected Transaction.







Board of Directors

Zhejiang Southeast Electric Power Company Limited

28th April 2003


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