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 including 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.