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.