CHINAVALVES TECHNOLOGY, INC. GOVERNANCEAND NOMINATING COMMITTEE CHARTER

The purpose of the Governance and Nominating Committee of China Valves Technology, Inc. (the “Company”), is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stockholders.

The membership of the Governance and Nominating Committee consists of at least two directors, each of whom shall meet the independence requirements established by the Board of Directors and applicable laws, regulations and listing requirements of the NASDAQ Stock Market, Inc.  The Board of Directors of the Company appoints the members of the Governance and Nominating Committee and the chairperson.  The Board of Directors of the Company may remove any member from the Governance and Nominating Committee at any time with or without cause.

The Governance and Nominating Committee meets at least twice a year.  Additional meetings may occur as the Governance and Nominating Committee or its chairperson deems advisable.  The Governance and Nominating Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board of Directors of the Company.  The Governance and Nominating Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent.  The Governance and Nominating Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company.  The Governance and Nominating Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Nevada.

The Governance and Nominating Committee will have the resources and authority necessary to discharge its duties and responsibilities.  The Governance and Nominating Committee has sole authority to retain and terminate outside counsel, any search firm used to identify director candidates, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms.  Any communications between the Governance and Nominating Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Governance and Nominating Committee will take all necessary steps to preserve the privileged nature of those communications.