Terms of Reference of Remuneration & Appraisal 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 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 irregularmeetings according to work requirements. Committee meetings may be convened by way of physical meetings orthrough 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.