ADAMA Ltd.
     The Implementation Rules of the Audit Committee of
                            the Board of Directors

                            Chapter I General Provisions


Article 1 In order to strengthen the decision-making functions of its Board of Directors,
ensure the effective supervision of the Board of Directors over the management team
and other senior managers and improve the corporate governance, ADAMA Ltd.
(hereinafter referred to as “the Company”) establishes the Audit Committee of the
Board of Directors and formulates these Rules according to the Company Law of the
People's Republic of China, the Code of Governance for Listed Companies, the Articles
of Associations of ADAMA Ltd.(hereinafter referred to as “the Articles of Associations”)
and other relevant regulations.


Article 2 As a dedicated working body established by the Board of Directors, the Audit
Committee is responsible for reviewing the Company's financial information and its
disclosure, supervising and evaluating the internal and external auditing work and
internal control.


                    Chapter II Organizational Composition


Article 3 The Audit Committee should consist of four directors who are not senior
management of the Company, including three independent directors, and at least one of
the three should be an accounting professional.


Article 4 The members of the Audit Committee should be nominated by either the
Chairman of the Board, one-half and above of the independent directors or one-third
and above of all directors and be elected by the Board of Directors.


Article 5 The Audit Committee should have the accounting professional among the
independent directors as its chairperson and the convener, who should preside over the
committee and be elected by the Board of Directors.

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Article 6 The office term of the Audit Committee should be the same as that of the
Board. When the office term of any member expires, one can succeed oneself if being
re-elected consecutively. If any member ceases to be a director during the term, he/she
should automatically lose his/her membership and the Committee should make up the
number of members in accordance with above-mentioned provisions from Articles 3 to
5.


Article 7 The Department of Securities and Legal Affairs and the Department of Internal
Audit of the Company facilitate the Audit Committee in its daily work and take the
responsibility for its daily liaison and meeting organization.


                    Chapter III Responsibilities and Authorities


Article 8 The main responsibilities and authorities of the Audit Committee are as
follows.
(1) To oversee and evaluate the work of the external audit and propose the engagement
or replacement of external auditors.
(2) To oversee and evaluate the Company's internal audit work and be responsible for
communication between the external and internal auditing teams.
(3) To review the Company's financial statements and the disclosure.
(4) To review the Company's internal control system.
(5) Other responsibilities and authorities granted by the Board of Directors of the
Company.


Article 9 The following matters should be submitted to the Board of Directors for
deliberation after being agreed by a majority of all members of the Audit Committee,
(1) Disclosure of financial information in financial reports and periodic reports, and
internal control evaluation reports;
(2) Employment or dismissal of the accounting firm undertaking the audit of the
Company;
(3) Appointment or dismissal of the person in charge of finance of the Company;
(4) Changes in accounting policies and accounting estimates or correction of material
accounting errors for reasons other than changes in accounting standards；
(5) Other matters as prescribed by laws, administrative regulations, CSRC regulations

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and the Articles of Association of the Company.


Article 10 The duties of the Audit Committee to guide and supervise the work of the
Internal Audit Department of the Company are as follows，
(1) To guide and supervise the establishment and implementation of the internal audit
system.
(2) To review the annual internal audit work plan of the Company.
(3) To supervise the implementation of the Company’s internal audit plan.
(4) To guide the effective operation of the internal audit department. The internal audit
department of the Company should report to the Audit Committee. All types of audit
reports submitted by the internal audit department to the management, plans for
rectification of audit issues and the status of rectification should be submitted to the
Audit Committee at the same time.
(5) To report to the Board of Directors on the progress and quality of the internal audit
work, as well as material issues identified.
(6) To coordinate the liaison between the internal audit department and external audit
units such as accounting firms and national audit institutions.


Article 11 The Audit Committee is responsible to the Board of Directors and its
proposals should be submitted to the Board of Directors for consideration and decision-
making. The Audit Committee should cooperate with the Board of Supervisors in the
conduct of the audit of the Company.


                    Chapter IV Decision-making Procedures


Article 12 The Departments of Finance and Internal Audit are responsible for the
preparation to facilitate the Audit Committee to make decisions and for providing
information in written form related to the finance of the Company. The information
should include,
(1) Relevant financial statements of the Company.
(2) Work reports drafted by internal and external auditors.
(3) Contracts with external audit and related work reports.
(4) Information disclosure of the Company.
(5) Audit reports on material related-party transactions of the Company.

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(6) Other relevant matters.


Article 13 The reports provided by the Internal Audit Department should be deliberated
at the Audit Committee meetings and then the corresponding resolutions in written form
should be submitted to the Board of Directors for discussion regarding the following,
(1) The evaluation of the work performance, the engagement and replacement of the
external auditors.
(2) Whether the internal audit system of the Company has been effectively operating
and whether the financial statements are comprehensive and true.
(3) Whether the Company's financial statements and other information disclosed to the
public are objective and true, and whether the material related-party transactions are in
compliance with relevant laws and regulations.
(4) The evaluation of the performance of the Company's finance and audit departments,
including the persons in charge.
(5) Other relevant matters.


                              Chapter V Rules of Procedures


Article 14 The Audit Committee should hold at least one meeting per quarter and may
convene an ad hoc meeting when proposed by two and above members or when the
convenor deems it necessary. In principle, all members should be notified of the
convening three days in advance. The chairperson of the Committee should preside
over the meetings and may delegate another independent director to host in his/her place
if one cannot attend. With the unanimous agreement of all members of the Audit
Committee, the aforementioned notice requirement may be waived.


Article 15 The meetings of the Audit Committee should be held with the presence of at
least two-thirds of the members. Each member should have one vote, and any resolution
should be made by the meeting only if a majority of members vote to approve.
Any member of the Audit Committee who is a related-party to the matter under
consideration should recuse oneself. If effective deliberations cannot be formed due to
the recusal, the relevant matters should be considered directly by the Board of Directors.


Article 16 Members of the Audit Committee should attend the meetings in person and

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express clear opinions on the matters under consideration. If any member of the Audit
Committee cannot do so for any reason, he or she may submit a power of attorney
signed by himself/herself and entrust other members to attend and express opinions on
his or her behalf. The power of attorney should specify the scope and duration of the
authorization. Each member should accept a maximum of one member's authorization.
If any independent director of the Audit Committee is unable to attend the meeting in
person for any reason, he or she should appoint another independent director member
to participate on his or her behalf.


Article 17 The voting manner of the Audit Committee meeting is by a show of hands
or a vote, and the meeting may also be held by correspondence (including a circulation
of written resolution).


Article 18 The head of the Internal Audit Department can attend the meetings of the
Audit Committee. Directors of the Board, supervisors and other senior management
members may also be invited to attend the meetings when necessary.


Article 19 If the Audit Committee deems it necessary, it can engage external agents to
provide professional advice for its decision making at the expense of the Company.


Article 20 The procedure for convening the meetings of the Audit Committee, the
manner of voting and the motions adopted at the meetings should be in compliance with
the provisions of relevant laws and regulations, the Articles of Associations and these
Rules.


Article 21 The meetings of the Audit Committee should always have meeting minutes
with signatures of all the attending members. The minutes should be kept by the
Department of Securities and Legal Affairs of the Company.


Article 22 The proposals and voting results adopted at the meetings of the Audit
Committee should be presented to the Board of Directors in written form.


Article 23 All members present at any meeting should be obliged to keep the matters
deliberated at the meeting confidential and should not disclose relevant information of

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the Company before its public disclosure.




                      Chapter VI Supplementary Provisions


Article 24 When the provisions of the relevant laws, regulations, rules and other
normative documents on which these Rules are based are amended, the corresponding
provisions hereby should be repealed at the same time and the amended provisions of
the relevant laws, regulations and other normative documents should prevail.


Article 25 These Rules should be formulated, amended and interpreted by the Board of
Directors.


Article 26 These Rules should come into effect on the date of deliberation and approval
by the Board of Directors.


                                                                        ADAMA Ltd.
                                                                   December 30, 2024




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