ADAMA Ltd.

  Independent Opinions on the Relevant Issues of the
9th Meeting of the 9th Session of the Board of Directors

In accordance with the Company Law of the People’s Republic of China, Rules for
Independent Directors of 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 opinions on the relevant proposals of the 9th
Meeting of the 9th Session of the Board of Directors from the standpoint of
independent judgment:

1. Independent Opinions on the Utilization of the Company’s Capital for
   Non-Operating Purposes by the Controlling Shareholder and the Related
   Parties of the Company and External Guarantee Provided by the Company
   in 2021

   (1) Utilization of the Company’s Capital for Non-Operating Purposes by the
   Controlling Shareholder and the Related Parties of the Company

   In 2021, the Controlling shareholder and related parties of the Company didn’t
   utilize the Company’s capital for non-operating purpose. The statement issued by
   Deloitte Touche Tohmatsu accurately reflected the above status.

   Capitals transferred between the Company and its controlling shareholder and
   related parties in 2021 were the demands of normal business with fair price. The
   transactions followed the legal procedure and didn’t harm the interests of the
   Company and its shareholders.

   (2) External Guarantee

   The Company strictly controlled the guarantees provided to others according to
   the relevant laws and regulations as well as the Articles of Association of the
   Company. As of the date December 31, 2021, no guarantees were provided by the
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   Company and/or its subsidiaries for the favor of entities not consolidated in the
   Company's financial statements. The balance of external guarantees was RMB
   4,302.59 million, accounting for 20.42% of the latest audited net assets of the
   Company.

   We are of the opinion that, the external guarantees provided by the Company
   followed the due procedure and didn’t harm the interests of the Company and its
   shareholders, especially the minority shareholders.

2. Independent Opinions on the Engagement with Deloitte Touche Tohmatsu
   (special general partnership) for the Audit of 2022 Financial Statements and
   Internal Control of the Company

   With the review of the relevant qualifications of Deloitte Touche Tohmatsu, we
   are of the opinion that Deloitte Touche Tohmatsu is qualified to independently
   provide audit services for a listed company and satisfy the work requirements of
   the Company.

  We have pre-approved the proposal on the Engagement with an Audit Firm for the
  Audit of the Financial Statements and Internal Control of the Company before the
  meeting of the BOD. The deliberation procedures for engaging Deloitte Touche
  Tohmatsu is in line with the laws and regulations as well as the Articles of
  Association of the Company, and does not harm the interests of the Company and
  its shareholders. We approve to engage Deloitte Touche Tohmatsu for the Audit of
  2022 Financial Statements and Internal Control of the Company.

3. Independent Opinion on the Pre-Plan of the 2021 Dividend Distribution

   On the basis of 2,329,811,766 total outstanding shares of the Company as at
   February 28, 2022, the Company is to distribute RMB 0.08(including tax) per 10
   shares as cash dividend to all shareholders, resulting in a total cash dividend of
   RMB 18,638,494.13(including tax). No shares shall be distributed as dividend and
   no reserve shall be transferred to equity capital.



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   The Pre-Plan of the 2021 Dividend Distribution is based on the Company’s actual
   situation and business requirement, and is in line with Company Law of the
   People’s Republic of China, Chinese Enterprise Accounting Standards and other
   related regulations. We agree the Pre-Plan of the 2021 Dividend Distribution.

4. Independent Opinion on the Expected Related Party Transactions in the
   Ordinary Course of Business in 2022

   We have pre-approved the proposal on the Expected Related Party Transactions in
   the Ordinary Course of Business in 2022 before the meeting of the BOD. We are
   of the opinion that the related party transactions are the normal matters in the
   Company’s operation. We agree to submit this proposal to the BOD meeting.

   The related directors withdrew from the vote. This proposal has been passed by
   the non-related directors. The decision-making procedures for these related party
   transactions conform to the Company Law of the People’s Republic of China, the
   Rules of Shenzhen Stock Exchange for the Listing of Stocks, the Articles of
   Association and other laws and regulations.

   The Group's related-party transactions performed in the ordinary course of
   business are mainly to purchase or sell goods, materials and services from/to the
   related parties based on the principles of justice and fairness and the pricing
   standards consistent with those of non-related parties, in order to assist in
   capitalizing the Group’s unique positioning and profile, achieve cost savings,
   increase sales, market share and drive its profitable growth. All such transactions
   shall conform to relevant national laws and regulations, as applicable, and the
   market-oriented principles, and shall not influence the independence of the
   Company or damage the interests of the Company and its other shareholders. The
   decision-making procedures for these related party transactions conform to the
   Company Law of the People’s Republic of China, the Rules of Shenzhen Stock
   Exchange for the Listing of Stocks, the Articles of Association and other laws and
   regulations. We agree on this proposal and submit it to the General Meeting of
   Shareholders for deliberation.
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5. Independent Opinion on the Status of the Deposit and Actual Usage of the
   Raised Funds in 2021

   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 [2022] No.15, as well as the
   Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed
   Companies No.1 - Standardized Operation of Main Board Listed Companies
   issued by Shenzhen Stock Exchange, the Board of Director prepared a Special
   Report on the Deposit and Actual Usage of the Raised Funds in 2021(hereinafter
   referred to as the “Report”).

   After review 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 the Company, and do not harm the interests
   of shareholders.

6. Independent Opinion on the Self-Assessment Report on the 2021 Internal
   Control of the Company

   According to the requirements of the Basic Standards for Enterprise Internal
   Control issued jointly by the Ministry of Finance and the Securities Regulatory
   Commission and the Guidelines of Shenzhen Stock Exchange on Self-discipline
   Supervision of Listed Companies No.1 - Standardized Operation of Main Board
   Listed Companies issued by the Shenzhen Stock Exchange, and in light of the
   actual situation of the Company, the Board of Directors of the Company reviewed
   and evaluated the effectiveness of the Company's internal control, and issued the
   Self-Assessment Report on the 2021 Internal Control. We are of the opinion that:

   The Company has basically established the internal control system. In 2021, the
   Company improved the internal control system according to the actual operation
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   status, so as to meet the requirements of relevant laws and regulations. The
   Company doesn’t have material deficiency in the internal control mechanism and
   internal control policy. The Self-Assessment Report on the 2021 Internal Control
   conforms to the actual situation of internal control of the Company.

7. Independent Opinion on the Deposit of Funds (related-party transaction)
   with ChemChina Finance Co., Ltd.

   According to the Guidelines of Shenzhen Stock Exchange on Self-discipline
   Supervision of Listed Companies No.1 - Standardized Operation of Main Board
   Listed Companies and Guidelines of Shenzhen Stock Exchange on Self-discipline
   Supervision of Listed Companies No.7 - Transactions and Related-party
   Transactions, based on the Special Report issued by Deloitte, we are of the
   opinion that the deposit of funds and loans in ChemChina Finance Co., Ltd. is fair
   and does not harm the interests of the Company and non-related shareholders.

8. Independent Opinion on the 2021 Risk Appraisal Report of ChemChina
   Finance Co., Ltd. and the 2021 Risk Appraisal Report of Sinochem Finance
   Co., Ltd.

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

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

   (2) We did not find that ChemChina Finance Co., Ltd. or Sinochem Finance Co.,
   Ltd. has any significant defect in its risk management. Currently, the risk of the
   Company’s related-party deposit in ChemChina Finance Co., Ltd. and Sinochem
   Finance Co., Ltd. is controllable.


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9. 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 decrease the market risk. The derivative investments do not harm the interest of
   the Company and its shareholders.

10. Independent Opinion on the Remuneration of Senior Executives

   After deliberation, we hold the opinion that the remuneration of Senior
   Executives is made on the basis of the duty and actual performance of relevant
   personnel. The decision-making procedures follow the relevant laws, regulations
   and the Articles of Association of the Company, and are in line with the
   requirements of Company's development. It will not harm the interests of the
   Company and shareholders. Therefore, we approve the Proposal on the
   Remuneration of the Senior Executives.




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 (The signature page of Independent Opinions on the Relevant Issues of the 9th
Meeting of the 9th Session of the Board of Directors)



Independent Director Signature:




__________________                                  ___________________

      Ge Ming                                            Xi Zhen




                                                                   March 29, 2022




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