Terms of Reference of the Audit 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                             
                              THE AUDIT COMMITTEE                              

Membership:

1. The audit committee (the "Audit 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 Audit Committee
   comprises five directors. The majority of the Committee members shall be
   independent non-executive directors, at least one of whom shall be with
   financial management expertise.

2. The Audit 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 Procedures:

The Audit Committee shall convene at least two meetings 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 communication
(including teleconference, facsimile, etc).

Major Duties:

 1. to be accountable to the Board; the proposals of the committee shall be
    submitted to the Board for consideration and approval;
   
 2. to make recommendations on the appointment and replacement of external
    audit firms;
   
 3. to supervise the Company's internal audit system and its implementation;
   
 4. to be responsible for the communication between internal and external
    auditors;
   
 5. to review the Company's financial information and its disclosures;
   
 6. to complement with the supervisory committee and the supervisors in
    reviewing the Company's financial matters;
   
 7. to review the establishment of the comprehensive internal control system;
   
 8. to review the "Internal Control Evaluation Report" and the "Internal
    Control Assessment Report";
   
 9. to inspect the completeness of the establishment of the comprehensive
    internal control system;
   
10. to coordinate the audit of the internal controls and other related matters.