Tianli's Nominating and Corporate Governance Committee of the Board of Directors Charter-Renmin Tianli Group, Inc.

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Tianli's Nominating and Corporate Governance Committee of the Board of Directors Charter

Author：Aoxin Tianli Date：Jul/06/2011

Tianli's Nominating and Corporate Governance Committee of the Board of Directors Charter

STATEMENT OF POLICY

This Charter specifies the scope of the responsibilities of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Tianli Agritech (the “Company”) and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.

The primary responsibilities of the Committee are to (i) develop and recommend to the Board criteria for selecting qualified director candidates, (ii) identify individuals qualified to become Board members, (iii) select, or recommend to the Board, director nominees for each election of directors, (iv) consider committee member qualifications, appointment and removal, (v) recommend corporate governance principles applicable to the Company, and (vi) assist in the evaluation of the Board and each committee.

ORGANIZATION AND MEMBERSHIP REQUIREMENTS
The Committee shall be comprised of two or more directors, each of whom shall satisfy the independence requirements established by the rules of The Nasdaq Stock Market (“Nasdaq”).

The members of the Committee shall be appointed by the Board and shall serve until their successors are duly elected and qualified or their earlier resignation or removal. Any member of the Committee may be removed or replaced by the Board. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership. The Committee may, from time to time, delegate duties or responsibilities to subcommittees or to one member of the Committee.

A majority of the members shall constitute a quorum of the Committee, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee.

The Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate to perform its duties hereunder, and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates and to determine and approve the terms, costs and fees for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist the Committee in performing its duties hereunder shall be borne by the Company.

MEETINGS
The Committee shall meet as often as it deems necessary to fulfill its responsibilities hereunder, and may meet with management or individual directors at any time it deems appropriate to discuss any matters before the Committee.

The Committee shall report to the Board on the major items covered at each Committee meeting.

COMMITTEE AUTHORITY AND RESPONSIBILITY
To fulfill its responsibilities and duties hereunder, the Committee shall:

Nominating Functions

Determine criteria for selecting new directors, including desired board skills and attributes, and, in consultation with the Chief Executive Officer, identify and actively seek individuals qualified to become directors.
Evaluate and recommend to the Board director nominees for each election of directors. However, if the Company is at any time legally required by contract or otherwise to provide any third party with the ability to nominate a director, the Committee need not evaluate or propose such nomination, unless required by contract or requested by the Board.
Evaluate and recommend to the Board director nominees to fill any vacancies on the Board.
Formulate and recommend to the Board procedures to be followed by shareholders of the Company who wish to recommend nominees for director, and consider any recommendations made by shareholders that comply with any such procedures, the Bylaws of the Company and other applicable legal requirements.
Review and make recommendations to the Board concerning qualifications, appointment and removal of committee members.

Corporate Governance Functions

Develop, recommend for Board approval, and review on an ongoing basis the adequacy of the corporate governance principles applicable to the Company. Such principles may include director qualification standards, director responsibilities, committee responsibilities, director access to management and independent advisors, director orientation and continuing education, and annual performance evaluation of the Board and committees.
Review, as the Committee deems to be appropriate, the Company’s compliance with the Nasdaq corporate governance listing requirements, including independence requirements applicable to directors, and report to the Board regarding the same.
Develop criteria for the evaluation of Board and committee performance and assist the Board in the conduct of such evaluations.
Review the composition of the Board and the performance of individual directors. The Committee shall consider, in this evaluation, factors that will ensure an effective Board. This may include, but not be limited to peer review, attendance, participation, and personal interest.
Evaluate the Committee’s own performance.
Review and approve orientation materials for new directors and corporate governance-related continuing education for all Board members.
Review and reassess, as appropriate, the adequacy of this Charter, the criteria for selecting new directors, and any policy regarding consideration of nominees for director who are recommended by shareholders of the Company, and recommend any proposed changes to the Board for approval.
Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.
Make regular reports to the Board regarding the foregoing.

DIRECTOR SELECTION GUIDELINES

Director Qualifications and Board Composition Selection Criteria

The Committee shall periodically review the appropriate skills and characteristics required of director candidates in the context of the current make-up of the Board. When considering director candidates, the Committee shall consider the following qualifications, among others, of each director candidate in relation to overall Board composition:

Independence;
Diversity (including age, skills, background, gender, race and experience);
Personal integrity and judgment;
Prominence in their profession;
Concern for the interest of the Company’s shareholders;
The number of other public companies for which the person serves as a director and the availability of the person’s time and commitment to the Company;
Business experience; and
Personal skills and expertise in technology, finance, marketing, business, financial reporting and other areas that are expected to contribute to an effective Board.

SHAREHOLDER NOMINATIONS

The Committee shall consider director candidates recommended by shareholders. The Committee shall apply the same standards in considering director candidates recommended by the shareholders as it applies to other candidates.

Any shareholder entitled to vote for the election of directors may nominate a person or persons for election as a director only if written notice of such shareholder’s intention to make any such nomination is given as set forth in the Company’s Bylaws.