TOR of Strategic Development & Risk Control...

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
                                 STRATEGIC DEVELOPMENT AND RISK CONTROL COMMITTEE 


Composition:

1.   The strategic development and risk control committee (the "SDRC 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 SDRC Committee comprises eight members.  

2.   The SDRC 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 SDRC 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 conduct research on, and make recommendations to the Board with respect to the long-term development 
     strategies of the Company;

2.   to conduct research on, and make recommendations to the Board with respect to major investment and 
     financing plans which, pursuant to the Articles of Association of the Company, are required to be 
     approved by the Board;

3.   to conduct research on, and make recommendations to the Board with respect to major projects on capital 
     and asset operations which, pursuant to the Articles of Association of the Company, are required to be
     approved by the Board;

4.   to conduct research on, and make recommendations to the Board with respect to other major matters which 
     are influential to the development of the Company;

5.   to undertake prior risk assessment and expounding to the matters in items (1) to (4) as abovementioned, 
     and provide corresponding control measures and precautions;

6.   to undertake risk assessment and make recommendations to the Board with respect to the industries and 
     assets which the Company contemplates to acquire stakes in;

7.   to monitor the execution of the abovementioned items; to keep track of, conduct research on, and make 
     recommendations to the risk factors that may exist or arise during execution.