ADAMA Ltd.
               External Donation Management Measures


                            Chapter I General Provisions

Article 1 For the purposes of further promoting ADAMA Ltd. (hereinafter referred to
as “the Company”) to actively perform its social responsibilities, standardize its
donations, and strengthen the management of donation, the Measures are formulated in
accordance with the Law of the People's Republic of China on Donations for Public
Welfare, the Company Law of the People's Republic of China, the Articles of
Association of the Company and other laws, regulations and rules.

Social responsibility is an inseparable part of ADAMA's business, and the programs
and initiatives ensure long-lasting relationships that make a positive impact with
ADAMA's communities and on ADAMA's people.

Article 2 The Measures should apply to the Company and its subsidiaries within the
scope of consolidated statements (hereinafter referred to as “each subsidiary”) with the
necessary changes having been made from each subsidiary based on local law and
regulations.

Article 3 The term "donation" herein refers to the act of the Company's voluntary and
gratuitous donation of the legal property that it has the right to dispose of to a legal
donee for use in public welfare undertakings that have no direct relationship with
production and operating activities.



  Chapter II Management and Supervision Organizations and Responsibilities

Article 4 The Party-Mass Work Department is responsible for the implementation of
domestic donation programs and the archiving of donation material of the Company.

Article 5 The Finance Department is responsible for the accounting treatment of
donation expenditure in accordance with relevant national regulations.

Article 6 The Internal Audit Department is responsible for auditing donation projects
and expenditure on a yearly basis based on the actual situation.


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                         Chapter III Principles for Donations

Article 7 Donations should follow the following principles:

(I) The principle of legitimacy and compliance. Donations should comply with the
provisions of national and local laws, regulations and rules of each subsidiary, and
should not violate social morality or harm the social public interests or the lawful rights
or interests of other citizens. No one is allowed to donate in his/her own name the
property owned by the Company. The Company has the right to require the donee to
implement the Company's legitimate donation intention with regard to the Company's
donations, in which case donated property may not be used for other purposes.

(II) The principle of acting within ability. The Company should actively participate in
public welfare activities within its capabilities. Where losses have occurred or
donations will lead to losses or affect the normal production and operation of the
Company, no donation or sponsorship is allowed except under special circumstances as
determined by the Company’s management.

(III) The principle of honesty and trustworthiness. Donations that the Company has
deliberated and decided in accordance with the internal procedures and has promised
to the public or recipients must be performed faithfully.



                      Chapter IV Property Scope of Donations

Article 8 The property that the Company may use for donations includes cash and in-
kind assets. The following materials should not be used for donations: main fixed assets
used for production and operation of the Company, equity and creditor's rights held,
reserves specifically authorized by the state, state financial allocations, properties
entrusted for custody, properties with guaranteed rights, properties with unclear
ownership, or rotten, damaged or expired material.



                  Chapter V Types and Beneficiaries of Donations

Article 9 Types of donations:

(I) Public welfare donations: Donations to education, science, culture, health care,

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sports, environmental protection and construction of social public facilities.

(II) Relief donations: Relief funds or physical assets provided for production, living and
schooling to areas suffering from natural disasters or recognized by the state as "old
liberated area, ethnic minority area, frontier area and poor area", as well as social
vulnerable groups and individuals in difficulty.

(III) Other donations: Donations, other than the above-mentioned ones, made by the
Company to other social public and welfare undertakings for humanitarian purposes or
to promote social development and progress.

Article 10 The Company should make public welfare donations through welfare social
organizations, mass organizations, or people's governments at or above the county level
and their departments. The above-mentioned public welfare social organizations refer
to foundations, charitable organizations and other social organizations that have been
established in accordance with the laws, have obtained the qualification for pre-tax
deduction of income tax, and aim at the development of public welfare undertakings.
The Company's public welfare donation expenditure should be in line with the Law of
the People's Republic of China on Donations for Public Welfare. The specific scope
includes: (I) Activities of social groups and individuals such as disaster relief, poverty
alleviation and assistance to the disabled; (II) Education, science, culture, health and
sports undertakings; (III) Environmental protection and social public facility
construction; (IV) Other social public and welfare undertakings promoting social
development and progress.

Article 11 The beneficiaries of the Company's donations should be public welfare social
organizations, mass organizations, public welfare non-profit enterprises and institutions,
socially vulnerable groups or individuals in need of donations. Among them, public
welfare non-profit enterprises and institutions refer to educational institutions, scientific
research institutions, medical and health care institutions, social public cultural
institutions, social public sports institutions and social welfare institutions established
according to law and engaged in public welfare undertakings on a non-profit basis. The
Company should not make donations to the internal employees of the Company or to
the units or individuals that control or are controlled by the Company in terms of equity,
operation or finance.




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                            Chapter VI Donation Management

Article 12 The Company implements budget management on donations. Donations
from the Company and its subsidiaries should be included in the annual budget for
management. A detailed description of the annual donation program, expenditure plan,
expenditure scale and other budget arrangements should be made by the application
departments or units, and the special report on external donation budget should be
submitted by the subsidiary to the headquarter of the Company together with the annual
financial budget report for approval. Donations beyond the annual plan should be
submitted to the Board of Directors of the Company for approval with procedures for
adding budgets being applied and comply with the approval power as specified in
Article 13 below.

Article 13 Approval power over donations

A single donation with a value of 5 million RMB and above should be submitted to the
General Meeting of Shareholders for approval after being reviewed by the Board of
Directors.

A single donation with a value of 3 million RMB and above and less than 5 million
RMB should be reviewed by the Board of Directors.

A single donation with a value less than 3 million RMB should be reviewed by the
President and CEO.

All - on an annual basis.

Notwithstanding the above provisions, the donation that exceeds annual budget or the
single donation within the budget but of a value of 5 million RMB and above should be
approved by the state-owned assets supervision body.



                       Chapter VII Supplementary Provisions

Article 14 The right to interpret the Measures reside in the Party-Mass Work
Department of the Company.

Article 15 Matters not covered herein should be in accordance with relevant laws,
regulations and the Articles of Association. Where the Measures are inconsistent with
relevant laws, regulations and the Articles of Association, the provisions of such laws,


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regulations and the Articles of Association should prevail.

Article 16 The Measures should come into effect as of the date of approval by the Board
of Directors.



                                                                        ADAMA Ltd.




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