ADAMA Ltd.

Independent Opinion of the Independent Directors on
                           the Relevant Issues

In accordance with the Company Law of the People’s Republic of China, Guidance on
Establishing the Independent Director System in Listed Companies, and other laws,
regulations and normative documents, as well as the Articles of Association and
Independent Director System, we, as the independent directors of ADAMA
Ltd.(hereinafter referred to as “Company”), give our independent opinion on the
relevant matters from the standpoint of independent judgment:



1. Explanations and Independent Opinion on the Utilization of the Company
   Funds by the Controlling Shareholder or Other Related Parties, and the
   Status of External Guarantee



   (1) Utilization of the Company funds by the controlling shareholder or other
   related parties



   In the first half-year of 2019, the controlling shareholder or other related parties
   did not utilize the funds of the Company.

   Funds transferred between the Company and its controlling shareholder or other
   related parties in the first half-year of 2019 were related to the normal operation
   process. The transactions were valid with fair price and didn’t harm the interests
   of the Company and its shareholders.



(2) External guarantee

   The Company exercises strict control over providing guarantees to others
   according to the related laws and regulations as well as the Articles of Association

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   of the Company. As of June 30, 2019, the actual balance of external guarantee was
   RMB1,658.6816 million, accounting for 7.45% of the net assets of the latest
   period of the Company.



   We are of the opinion that, in the first half-year of 2019, all of the Company’s
   external guarantees were implemented according to the legal procedures; the
   external guarantee decision procedures were legal, reasonable and fair; the
   external guarantees didn’t harm the interests of the Company and its shareholders.



2. Independent Opinion on the Status of the Deposit and Actual Usage of the
   Raised Funds in the First Half-Year of 2019
   In accordance with the         Regulatory Guidelines for Listed Companies
   No.2—Regulatory Requirements for Management and Use of Raised Funds of
   Listed Companies (Announcement of CSRC [2012] No.44, as well as the
   Guidelines of the Shenzhen Stock Exchange for Standardized Operation of
   Companies Listed on the Main Board issued by Shenzhen Stock Exchange, the
   Board of Director prepared a Special Report on the Deposit and Actual Usage of
   the Raised Funds in the First Half-Year of 2019 (hereinafter referred to as the
   “ Report”).




   After examination of the Report, we are of the opinion that the Report truly
   reflects the deposit, usage and management status of the raised funds. The related
   information on the deposit and usage of the raised funds disclosed by the
   Company is timely, authentic, accurate and complete. The deposit, usage and
   management of the raised funds are in line with relevant laws, regulations, and the
   Rules on the Usage and Management of Raised Funds of ADAMA Ltd. The
   Company did not change the purpose of the raised funds and the deposit, usage
   and management does not harm the interests of shareholders.


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3. Independent Opinion on the Investment in Derivative Financial Instruments
   and Related Risk Controls


   The derivative investments carried by the Company are for hedging and avoiding
   the risk of market fluctuations. The investments respond to the Company’s routine
   business demands and are in accordance with the relevant laws and regulations.
   Additionally, the Company has adopted Currency Risk Hedging Policy to
   strengthen the risk management and control which benefit the Company’s ability
   to protect against market risk. The derivative investments do not harm the interest
   of the Company and its shareholders.


4. Independent Opinion on the Changes of Accounting Policy


   The change of accounting policy is based on the requirements of the country. The
   deliberation procedure of the Board of Directors on this matter conforms to the
   provisions of relevant laws and regulations. We approve the change of accounting
   policy.


5. Independent Opinion on the Risk Appraisal Report of ChemChina Financial
   Co., Ltd.

   For securing the safety of the funds of the Company deposited in ChemChina
   Financial Co., Ltd., the Company evaluated the business, qualifications, and the
   status of the risk of ChemChina Financial Co., Ltd., and issued a Risk Appraisal
   Report. We are of the opinion that:

   (1) ChemChina Financial Co., Ltd. holds valid Finance License, Business License.
       China Banking Regulatory Commission strictly supervises the business scope,
      business procedures, internal risk control system of ChemChina Financial Co.,
      Ltd.

   (2) We did not find that ChemChina Financial Co., Ltd. has any significant defect
       in its risk management. Currently, the risk of the Company’s related-party
      deposit in ChemChina Financial Co., Ltd. is controllable.
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(The signature page of Independent Opinion on the Relevant Issues)

Independent Director Signature:




__________________                                ___________________

   Tang Yunwei                                           Xi Zhen




                                                                     August 21, 2019




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