ADAMA Ltd.

   Pre-approval of the Independent Directors on the
Relevant Matter of the 29th Meeting of the 9th Session
                       of the Board of Directors

In accordance with the Company Law of the People’s Republic of China, Administrative
Measures for Independent Directors of Listed Companies, and other laws, regulations
and normative documents, as well as the Articles of Association, we, as the independent
directors of ADAMA Ltd. (hereinafter referred to as “Company”), had a prior review
on the relevant matter of the 29th meeting of the 9th session of the Board of Directors.
We give our opinions from the standpoint of independent judgment:


1. The arrangement of the planned signing of Supplemental Agreement to the
    Entrusted Operation and Management Agreement regarding Anhui Petroleum &
    Chemical Group Co., Ltd among the Company, ADAMA (China) Investment Co.,
    Ltd. and China National Agrochemical Co., Ltd. (hereinafter as “CNAC”) is in the
    interest of solving the potential horizontal competition and reasonable.


    Including the price, the whole transaction arrangement is fair. The transaction will
    not harm the interests of the Company, the non-related shareholders, and the
    medium-small shareholders


2. We pre-approve the signing of the Supplemental Agreement to the Entrusted
    Operation and Management Agreement regarding Anhui Petroleum & Chemical
    Group Co., Ltd with CNAC and agree to submit it to the Board of Directors. The
    related directors, Mr. Qin Hengde and Mr. Erik Fyrwald shall refrain from voting.



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(The signature page of Pre-approval of the Independent Directors on the Relevant
Matters of the 29th Meeting of the 9th Session of the Board of Directors)




Independent Director Signature:




__________________                              ___________________

    Ge Ming                                          Yang Guangfu




                                                            December 28, 2023




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