Terms of Reference of Remuneration & Apprai...

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                             

                   THE REMUNERATION AND APPRAISAL COMMITTEE                    

Membership:

 1. The remuneration and appraisal committee (the "Remuneration and Appraisal
    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 Remuneration and Appraisal Committee
    comprises five directors. The majority of the Committee members shall be
    independent non-executive directors.
   
 2. The Remuneration and Appraisal 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 Procedure:

The Remuneration and Appraisal Committee shall convene at least one meeting
each year and hold irregular meetings according to work requirements. Committee
meetings may be convened by way of physical meetings or through other means of
communications (including teleconference, facsimile, etc).

Major Duties:

 1. to be accountable to the Board; proposals of the Committee shall be
    submitted to the Board for consideration and approval;
   
 2. to make remuneration plan or proposal according to the major scopes of
    work, duties and significance of the directors, supervisors and senior
    management positions as well as the remuneration levels of comparable
    positions in other comparable companies; remuneration plan or proposal
    include but not limited to performance appraisal criteria, procedures and
    key appraisal system, and major incentive and penalty plans and systems;
   
 3. to review the fulfillment of the responsibilities of the Company's
    directors, supervisors and senior management and to conduct annual
    performance appraisal thereon;
   
 4. to supervise the implementation of the remuneration system of the Company's
    directors, supervisors and senior management;
   
 5. to execute other matters as authorised by the Board.