Terms of Reference of Nomination Committee

DATANG INTERNATIONAL POWER GENERATION CO., LTD.
                                                                                  
   (a sino-foreign joint stock limited company incorporated in the People's    
                     Republic of China)(Stock Code: 00991)                     

                              TERMS OF REFERENCE                               

                           OF NOMINATION COMMITTEE                            

Composition:

 1. The nomination committee (the "Nomination Committee" or the "Committee") of
    the board of directors (the "Board") of Datang International Power
    Generation Co., Ltd. (the "Company") is a special working body of the
    Board. The Nomination Committee comprises five members. The majority of the
    member shall be independent non-executive directors of the Company.
   
 2. The Nomination Committee shall have a convenor (chairman), who shall be
    served by an independent non-executive director and be in charge of the
    work of the Committee.
   
Rules of proceedings:

The Nomination Committee shall convene at least one meeting each year and hold
irregular meetings based on work requirements. Committee meetings may be
convened by way of physical meetings or through other forms of communication
(including teleconference, facsimile, etc).

Major Duties:

 1. to make recommendations to the Board with respect to the scale,
    constitution and composition (including skills, knowledge and experience)
    of the Board based on the of operating activities, asset scale and
    shareholding structure of the Company;
   
 2. to examine the selection criteria and procedures of directors and managers
    and to make recommendations to the Board;
   
 3. to identify broadly candidates suitably qualified to become directors and
    managers;
   
 4. to investigate the candidates of directors and managers and other senior
    management staff, and to make recommendations;
   
 5. to assess the independence of independent non-executive directors.
   
 6. to execute other matters as authorised by the Board.