Jiangsu Shentong Valve Co., Ltd.

Working Rules of the Audit Committee of the Board of Directors

(Amended by the fifth meeting of the second session of the board of directors)

Section 1 General Provisions

The first article is to strengthen the decision-making function of the board of directors of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), achieve pre-audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure. Law, "Listed Company Governance Guidelines", "Articles of Association" and other relevant regulations, the company has specially established an audit committee of the board of directors and formulated these working rules.

Article 2 The Audit Committee of the Board of Directors is a special working organization established by the Board of Directors in accordance with the resolutions of the shareholders' meeting, which is mainly responsible for the communication, supervision and verification of internal and external audits of the company.

Section 2 Staff Composition

Article 3 The audit committee consists of three directors, two of whom are independent directors, and one of them must be an accounting professional.

Article 4 The members of the audit committee shall be nominated by the chairman of the board, more than one-half of independent directors or one-third of all directors, and shall be elected by the board of directors.

Article 5 The Audit Committee shall have a chairman (ie convener), who shall be an independent board member who is responsible for presiding over the work of the committee; the chairman shall be elected by more than half of the members and shall be reported to the board of directors for record.

Article 6 The term of office of the audit committee is the same as that of the board of directors, and members can be re-elected after their term of office expires. During this period, if any committee member ceases to serve as a director of the company, he will automatically lose his qualifications as a committee member, and the committee shall make up the number of committee members in accordance with the provisions of Articles 3 to 5 above.

Article 7 The Audit Department is the daily office under the Audit Committee, which is responsible for daily work liaison and meeting organization.

Section 3 Responsibilities

Article 8 The main duties and powers of the audit committee:

(1) Propose to hire or replace an external audit agency;

(2) Supervise the company's internal audit system and its implementation;

(3) Responsible for the communication between internal audit and external audit;

(4) Review the company's financial information and its disclosure;

(5) Review the company's internal control system and audit major related transactions;

(6) Other matters authorized by the company’s board of directors.

Article 9 The audit committee is responsible to the board of directors, and the committee's proposals are submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the supervisory audit activities of the board of supervisors.

Section 4 Decision Procedure

Article 10 The Audit Department is responsible for the preliminary preparations for the audit committee's decision-making, and provides written information about the company:

(1) Company-related financial reports;

(2) Work reports of internal and external audit institutions;

(3) External audit contract and related work report;

(4) Information disclosure by the company;

(5) The audit of the company's major related transactions;

(6) Other related matters.

Article 11 The audit committee meeting shall comment on the report provided by the audit department and submit relevant written resolution materials to the board of directors for discussion.

(1) Evaluation of the work of external audit institutions, and the appointment and replacement of external audit institutions;

(2) Whether the company's internal audit system has been effectively implemented, and whether the company's financial report is comprehensive and true;

(3) Whether the company's publicly disclosed financial reports and other information are objective and true, and whether the company's major related-party transactions comply with relevant laws and regulations;

(4) The work evaluation of the company's financial department and audit department, including their responsible persons;

(5) Other related matters.

Section 5 Procedure

Article 12 Audit committee meetings are divided into regular meetings and ad hoc meetings. Regular meetings are held at least four times a year, once every quarter, and ad hoc meetings are proposed by the members of the audit committee. All members must be notified seven days before the meeting. The meeting is presided over by the chairman. If the chairman is unable to attend, another member (independent director) can be entrusted to preside.

Article 13 The audit committee meeting shall be held only when more than two-thirds of the members are present; each member has one vote; the resolutions of the meeting must be passed by a majority of all members.

Article 14 The voting method of the audit committee meeting is a show of hands or a ballot; an ad hoc meeting can be convened by communication voting.

Article 15 The members of the Audit Department may attend the committee meetings as non-voting delegates, and when necessary, the company’s directors, supervisors and other management personnel may also be invited to attend the meetings as non-voting delegates.

Article 16 If necessary, the committee may hire an intermediary agency to provide professional advice for its decision-making, and the company shall pay for the expenses.

Article 17 The procedures for convening the audit committee meeting, the voting method and the resolutions passed at the meeting must comply with the relevant laws, regulations, articles of association and the provisions of these Measures.

Article 18 The audit committee meeting shall have a record, and the members present at the meeting shall sign the meeting record; the meeting record shall be kept by the secretary of the board of directors.

Article 19 The resolutions and voting results passed at the audit committee meeting shall be reported to the company’s board of directors in written form.

Article 20 All members present at the meeting are obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.

Section VI Supplementary Provisions

Article 21 These working rules shall be implemented from the date of completion of the company’s initial public offering of shares and amended at the fifth meeting of the second board of directors on October 21, 2010.

Article 22 Matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the company's articles of association; if these working rules conflict with the laws, regulations issued in the future or the company's articles of association after legal procedures, the The relevant laws, regulations and the company's articles of association shall be implemented, and amended immediately, and submitted to the board of directors for review and approval.

Article 23 The right to interpret these working rules belongs to the company's board of directors.

Jiangsu Shentong Valve Co., Ltd. Board of Directors

October 21, 2010