Terms of Reference of the 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 THE 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 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.