SORL AUTO PARTS, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
CHARTER

　I.PURPOSE

The Nominating and Corporate Governance Committee (the “Committee”) is established by the Board of Directors (the “Board”) of SORL Auto Parts, Inc. (the “Corporation”) primarily to assist the Board in (i) identifying qualified individuals to become Board members, (ii) determining the composition of the Board and its committees, (iii) monitoring a process to assess the effectiveness of the Board and Board committees, and (iv) ensuring good corporate governance.

　II.COMPOSITION

The Committee shall be comprised of three or more directors, who shall be appointed by the Board and meet the independence requirements under the Securities and Exchange Commission regulations, Nasdaq rules and other criteria as the Board may establish from time to time.
Unless the Board appoints a Chair of the Committee, the members of the Committee may designate a Chair by a majority vote of all members of the Committee.

　III. MEETINGS

The Committee shall meet at least twice annually, either in person or by telecommunications, at such times and places as the Committee determines.? A majority of the members of the Committee constitutes a quorum.? The Committee may invite members of the management or others to attend any meeting and provide information or advice as the Committee deems appropriate.?

　IV. POWERS, DUTIES AND RESPONSIBILITIES

The Committee shall have the powers, duties and responsibilities to:
Board Membership

1. Make recommendations to the Board regarding the size and composition of the Board and the criteria for the selection of candidates for membership on the Board.

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1. Oversee the search for individuals qualified to become members of the Board, through measures such as evaluating persons suggested by stockholders or others and supervising appropriate inquiries into the backgrounds and qualifications of possible candidates.
2. Make recommendations to the Board regarding director nominees to be presented for stockholder approval at each annual meeting of stockholders and to fill any vacancies on the Board between annual meetings.

Board Committees

1. Monitor the performance of the various committees of the Board and make? recommendations to the Board with respect to the committees’ performance.
2. Recommend to the Board the membership of the Board committees.

Management Succession

1. Review management succession plans with the Chief Executive Officer (the “CEO”) and/or other senior officers of the Corporation.
2. Select and present to the Board the names of persons to be considered as successors to the CEO, the President and other senior officers of the Corporation.

Corporate Governance

1. Develop and recommend to the Board for the Board’s approval an annual self-evaluation process for the Board and each of the Board committees, and oversee the annual self-evaluations.
2. Annually evaluate, in conjunction with the Chairman of the Board, the performance of the Board, the CEO and other senior officers of the Corporation against mutually agreed goals and objectives.
3. Develop and recommend to the Board for the Board’s approval a set of corporate governance guidelines, review those guidelines periodically and recommend changes to the Board as the Committee deems appropriate.
4. Develop and recommend to the Board for the Board’s approval a standard of business conduct for the Corporation, review such standard periodically and recommend changes to the Board as the Committee deems appropriate.
5. Periodically review the frequency, structure and content of Board meetings and recommend changes to the Board as the Committee deems appropriate.
6. Periodically review director fees and other compensation and advise the Board on these matters.

Other

1. Consider any other matters of corporate governance raised by the Committee, the Board or the management.

　V. PROCESSES
After each Committee meeting, the Committee shall report its actions and recommendations to the Board.?
The Committee shall conduct and present to the Board an annual review of the Committee’s performance.? In addition, the Committee shall review this Charter periodically and recommend any proposed revisions to the Board for approval.
The Committee shall have the authority to delegate any of its responsibilities to its subcommittees, as the Committee may establish from time to time.? The Committee shall also have the authority to engage a search firm to assist in identifying director candidates and to engage outside counsel and other advisors, in each case as it deems appropriate, and to set the terms (including fees) of all such engagements.? The Corporation shall provide for appropriate funding, as determined by the Committee, for paying fees to outside advisors engaged by the Committee.