ADAMA Ltd.

  Independent Opinions on the Relevant Issues of the
       27th Meeting of the 8th Session of the Board of
                                    Directors
Pursuant to the Company Law of China, Guidance on Establishing the Independent
Director System in Listed Companies and relevant laws, regulations and normative
documents as well as the Company's Articles of Association, we, as independent
directors of ADAMA Ltd. (hereinafter referred to as “the Company”), give the
following independent opinions on the relevant proposals of the 27th Meeting of the
8th Session of the Board of Directors from the standpoint of independent judgement:

I．Independent Opinion on the Nomination of an Independent Director of the 8 th
Session of the Board of Directors

1. The nomination and voting procedure for the independent director candidate of the
8th session of the Board of the Directors is lawful and valid.

2. We acknowledge that Mr. Ge Ming currently serves as an independent director in
three listed companies (China Pingan Group, Focus Media and AsiaInfo), as an
external supervisor in two listed companies (Bank of Shanghai and Bank of Suzhou),
as a supervisor at Tencent Foundation, and as a general manager of Beijing Huaming
Fulong Accounting Consulting Co., Ltd.

We believe that the listed companies in which Mr. Ge Ming holds a position have
established an effective mechanism to ensure that the independent directors and the
supervisors can perform their duties efficiently. Furthermore, the positions he holds in
the non-listed entities are not as demanding, and the time required for fulfilling them
is more flexible. In addition, Mr. Ge Ming has retired from Ernst & Young Hua Ming
Certified Public Accountants (special general partnership), which ensures that he
should have sufficient time and capacity to participate in the Company’s required
internal meetings and other duties. Mr. Ge is familiar with the performance
requirements of independent directors of domestic listed companies, has deep
financial and accounting expertise, and has the work experience and professional
capabilities necessary to perform the duties of independent director, which will help
enhance the corporate governance of the Company.

We are of the opinion that Mr. Ge Ming meets the requirements for serving as a
director and independent director of a listed company. Mr. Ge Ming does not fall
within any of the cases stipulated in the Company Law of China, Guidance on
Establishing the Independent Director System in Listed Companies, Measures to
Register Independent Directors of the Shenzhen Stock Exchange (Revised in 2017)
and relevant laws, regulations and rules that could disqualify him from acting as an
independent director of the Company. The nomination of Mr. Ge Ming as an
independent director candidate for the 8th Session of the Board of Directors will not
adversely affect the regular operations and corporate governance of the Company.

3. We approve the nomination of Mr. Ge Ming as the independent director candidate
of the 8th Session of the Board of Directors. The nomination of Mr. Ge Ming as an
independent director candidate shall be submitted to the Company’s shareholders
meeting for deliberation and approval following its review by the Shenzhen Stock
Exchange.

II．Independent Opinion on the Use of the Raised Funds for the Acquisition of the 51%
Equity Stake in Jiangsu Kelinong Agrochemical Co., Ltd. as well as that in Shanghai
Dibai Plant Protection Co., Ltd.

We are of the opinion that the Company, in accordance with required procedures,
engaged a qualified appraiser to evaluate the underlying assets. The appraisal result is
reasonable. The decision to use the raised funds for the payment for the 51% equity
stake in Shanghai Dibai Plant Protection Co., Ltd. and Jiangsu Kelinong
Agrochemical Co., Ltd. from Jiangsu Huifeng Agrochemical Co., Ltd. is prudent, and
is made in light of the operational needs of the Company. It will help to improve the
efficiency of the use of raised funds, optimize the financial structure, and promote the
overall efficiency of the Company. It is in line with the Company’s development
strategy and can create greater benefits for the Company and shareholders. The use of
the raised funds followed the necessary procedures, in line with the relevant
provisions of the “Guidelines for the Standard Operation of Listed Companies of
Shenzhen Stock Exchange”, and did not violate the relevant provisions of the China
Securities Regulatory Commission, the Shenzhen Stock Exchange and the Company’s
Policy on the Use of the Raised Funds. When the Board of Directors considered this
matter, the deliberation procedure was legal and effective, and there was no situation
that harmed the legitimate interests of the Company and minority shareholders.
Therefore, the independent directors agreed to the use of the raised funds and agreed
to submit the relevant proposal to the Shareholders Meeting for approval.
(The signature page of Independent Opinions on the Relevant Issues of the 27th
Meeting of the 8th Session of the Board of Directors)



Independent Director Signature:




  Tang Yunwei                                                  Xi Zhen




                                                              October 28, 2020