Chapter 1 General Provisions

Article 1 In order to strengthen the assessment of the directors and senior management personnel of Inner Mongolia Baoxin Mengmao Drought Relief and Greening Co., Ltd. (hereinafter referred to as the "Company"), the Company established the Company's directors and senior management personnel to motivate and restrain the mechanism and improve the corporate governance. According to the " (Hereinafter referred to as the "Rules for the Administration of Listed Companies"), the Articles of Association of the Company and other relevant regulations.

Article 2 The Remuneration and Appraisal Committee is a specialized working body established by the board of directors in accordance with the resolutions of the shareholders' general meeting. It is mainly responsible for formulating the remuneration policy, remuneration plan and remuneration assessment of the directors and senior management.

Article 3 The remuneration referred to in these Articles refers to the remuneration paid by the Company to the directors and senior management of the Company in monetary form, including annual salary, bonus, allowances and other benefits.

Article 4 The directors applying the remuneration referred to in these Articles refer to the directors who receive remuneration in the Company but do not include independent directors. The senior management personnel refer to the manager, deputy manager, chief financial officer, secretary of the board of directors and other personnel as stipulated in the articles of association The

Article 5 The Company's human resources department shall assist the remuneration and appraisal committee.

Chapter II Personnel Composition

Article 6 The members of the Remuneration and Appraisal Committee shall consist of three directors, with no less than two independent directors.

Article 7 The members of the Remuneration and Appraisal Committee shall be nominated by the chairman of the board of directors, more than one-half of the independent directors or all the directors, and shall be elected by the board of directors.

Article 8 The Remuneration and Appraisal Committee shall be a member of the Board of Directors and shall be appointed by an independent director and shall be elected for the purpose of presiding over the work of the committee.

Article 9 The term of remuneration and appraisal committee shall be the same as the term of office of the same board of directors. During the period, if a member ceases to hold the position of a director of the company, he will automatically lose his membership and the number of members shall be made up by the committee in accordance with the provisions of Articles 6 to 8 above.

Chapter III Duties

Article 10 The main duties of the Remuneration and Appraisal Committee:

 (1) to study the laws and regulations of the State on remuneration;

 (2) to study domestic and foreign, domestic and foreign compensation cases;

(3) to study the assessment criteria of directors and managers, to carry out assessment and make recommendations to submit the performance appraisal report of the assessors to the board of directors;

(4) to study and review the remuneration policies and programs of directors and senior management and to formulate the remuneration plan for directors and senior management personnel;

(5) to study the company's incentive incentive programs, including but not limited to equity incentive programs;

(6) supervising and inspecting the implementation of the remuneration plan;

 (7) explain the company's remuneration plan;

(8) Other matters assigned by the board of directors of the company.

Article 11 The Remuneration and Appraisal Committee shall be responsible to the Board of Directors and its proposal shall be submitted to the Board for review and decision.

 Article 12 The remuneration plan of the directors proposed by the Remuneration and Appraisal Committee shall be submitted to the shareholders 'meeting for approval after being submitted to the shareholders' meeting for approval. The remuneration distribution plan of the senior management of the company shall be submitted to the board of directors for approval.

Chapter 4 Working System

Article 13 The remuneration and appraisal committee shall, when formulating the company's remuneration policy, give full consideration to the provisions of the relevant laws, regulations and normative documents of the State 3, the characteristics of the company's industry, the state of the company's economic development and the business development of the company.

 Article 14 The remuneration plan for the company formulated by the Remuneration and Appraisal Committee shall include but not limited to performance evaluation standards, assessment methods, assessment procedures and major evaluation systems, and shall reflect the principle of rewarding and punishing clearly, motivating and binding.

 Article 15 The remuneration and appraisal committee shall examine the procedures for the directors and senior management personnel as follows:

 (1) The directors and senior management of the Company shall conduct the work and self-evaluation to the remuneration and appraisal committee of the board of directors;

 (2) the performance evaluation of the directors and senior management personnel by the remuneration and appraisal committee according to the performance evaluation criteria and procedures;

 (3) Submit the remuneration amount and reward method of the directors and senior management personnel according to the post performance evaluation results and the salary distribution policy, and submit the voting to the board of directors of the company.

 Article 16 The relevant departments of the Company shall be responsible for providing relevant documents, materials and information in accordance with the requirements of the Remuneration and Appraisal Committee.

 Article 17 When the remuneration and appraisal committee deems it necessary, it may employ an intermediary to provide professional consulting services, and the expenses incurred shall be borne by the Company.

Chapter 5 Rules of Procedure

Article 18 The meetings of the Remuneration and Appraisal Committee shall be chaired by the chairman.

 Article 19 The remuneration and appraisal committee shall meet as necessary, but shall be held at least once a year. The notice of the meeting shall be served to all members 10 days prior to the meeting. The temporary meeting shall be notified to all members 5 days before the meeting, except in exceptional circumstances, subject to the above notice. The Chairman of the Remuneration and Appraisal Committee shall be chaired by the chairman and the chairman may not be present at the time of entrustment to any other independent board member.

Article 20 The meetings of the remuneration and appraisal committee shall be held by more than two-thirds of the members. Each member shall have one vote. The resolution made by the meeting shall be passed by a majority of the members. Remuneration and appraisal committee meeting to discuss the issues related to the members of the Committee, the parties should be avoided.

 Article 21 When a remuneration and appraisal committee meets, the chairman of the board of directors, the directors, supervisors, the secretary of the board of directors, the relevant senior management personnel and department heads and professional consultants and legal advisers shall be invited to attend the meeting.

 Article 22 When convening a meeting of the Remuneration and Appraisal Committee, the Company shall have the right to require the directors and senior management personnel to attend the meeting or accept the inquiry, and such persons shall not refuse.

Article 23 The Remuneration and Appraisal Committee shall vote by a show of hands or vote; the provisional meeting may be convened by means of a communication vote. Each member has one vote. Remuneration and Appraisal Committee voting opinion is divided into two types of opposition.

 Article 24 The meeting of the remuneration and appraisal committee shall make minutes of the meeting, and the members present at the meeting shall sign the minutes of the meeting. Remuneration and appraisal committee meeting can make minutes of the meeting, the minutes should be submitted to the Board of Directors and copied to the board of supervisors.

 Article 25 The minutes and minutes of the remuneration and appraisal committee are confidential documents of the company. The minutes of the meeting should be recovered in time. The minutes of the meeting shall be kept by the secretary of the board of directors of the company for a period of not less than five years.

 Article 26 The persons attending the meeting shall have a duty of confidentiality to the matters referred to in the meeting and shall not disclose the relevant information without authorization.

Chapter VI Supplementary Provisions

Article 27 These Rules of Practice shall come into force on the date of the examination and approval of the Board of Directors. Amendments to these working rules shall be considered and approved by the Board of Directors.

Article 28 The details of these Rules shall be carried out in accordance with the relevant laws, regulations and the articles of association of the State. If the rules of work are inconsistent with the laws and regulations promulgated by the State or the articles of association after the legal procedures are amended, According to the relevant state laws, regulations and the provisions of the Articles of Association, and immediately revised the rules of work, reported to the Board of Directors for consideration and adoption.

 Article 29 The power of interpretation of this working principle shall be vested in the board of directors.

Inner Mongolia and the letter Park Menggao drought Green Co., Ltd.

 Board of Directors

October 15, 2010