ADAMA Ltd.
2018 Annual Working Report of the Independent Directors
As independent directors of ADAMA Ltd. (hereinafter referred to as “the Company”), we actively attended the relevant meetings, earnestly deliberated all proposals of the Board of Directors and provided independent opinions on related issues, thus safeguarding the interests of the Company and all of its shareholders and fulfilling our duties in the Company, all strictly in accordance with the Company Law of thePeople’s Republic of China, the Guiding Opinions on Establishment of Independent Directors for Listed Companies, the Working System for Independent Directors and other laws, regulations and theCompany’s Articles of Association. We hereby report our 2018 annual work as follows:
I. Attendance at Relevant Meetings
In 2018, the Company held 11 meetings of the Board of Directors and four General Meetings of Shareholders, all of which were attended by the independent directors without any objection to the proposals and other related matters deliberated by the Board of Directors. The attendance details are as follows:
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|Name ofindependentdirector|Attendance at Board Meetings||||||AttendanceatShareholders’Meetings|
||Requiredattendanceat BoardMeetingsduring2018|On-siteAttendance|Participation bymeans of video|Attendanceby proxy|Absences|Absencefrom twoconsecutivemeetings||
|TangYunwei|11|0|11|0|0|No|4|
|Xi Zhen|11|0|11|0|0|No|4|

In 2018, we received an in-depth understanding of theCompany’s overall
production and operations and reviewed the usage of the raised funds, change of the
accounting policy, appointment and resignation of directors, public opinions and reports on the Company and other important matters.
At each meeting of the Board of Directors, we carefully deliberated the proposals, actively participated in discussions and put forward reasonable suggestions. We effectively fulfilled the responsibilities of independent directors, safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders, especially small and medium shareholders, and positively contributed to the sustainable, stable and healthy development of the Company.
II. Providing Independent Opinions
In 2018, we provided independent opinions on the following matters:
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|Date of Opinion|Opinion Matter/s|Opinion|
|March 1, 2018|1.Remuneration of the Independent Directors andsenior management members;2.Nominations of the Independent Directors and thenon-independent directors.|Agreed|
|March 27, 2018|1.Utilization of the Company’s funds by thecontrolling shareholders or its related parties; externalguarantees;2.Engagement of the external auditors;3.Pre-plan of the dividend distribution;4.Change of accounting policy and accountingestimation;5.Assets write-off;6.Examption of the self-appraisal on internal controland the corresponding auditor report;7.Deposit and usage of the raised funds in 2017;8.Deposit in ChemChina Financial Co., Ltd.9.2017 bonuses of senior management|Agreed|
|June 7, 2018|1.Estimation of the related party transactions in theordinary course of business in 2018;2.Estimation of guarantees to be provided in 2018|Agreed|
|June 25, 2018|Utilization of part of the funds raised from certainqualified investors through the issuance of ordinary Ashares in December 2017, for replacing capital|Agreed|

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||previously invested in the designated projectsincluded in the 2017 Major Assets Restructuring||
|July 26, 2018|Replacement of a director|Agreed|
|August 27, 2018|1. Utilization of the Company’s funds by thecontrolling shareholders or its related parties in thefirst half year of 2018;2. Deposit and usage of the raised funds in the firsthalf year of 2018|Agreed|
|October 30, 2018|Application of designated raised funds by way ofinvestment in wholly owned subsidiaries of theCompany|Agreed|
|December 10, 2018|Change of the Company’s name and stockabbreviations|Agreed|

The details of all the above independent opinions are published on www.cninfo.com.cn.
III. Other Work Performed for the Protection ofInvestors’ Rights and Interests
The management of the Company paid significant attention to the communication
with us and provided us with regular reports and the progress of major issues, thus
providing a good foundation for the performance of our duties.
Continuous attention was paid to the information disclosure of the Company: we
have been supervising theCompany’s information disclosure to strictly conform to the Company Law of the People's Republic of China, the Rules of Shenzhen Stock
Exchange for the Listing of Stocks and other laws and regulations as well as the
Information Disclosure Management System, to ensure the true, correct, complete,
timely and fair information disclosure of the Company.
Continuous attention was paid to the internal control and governance of the Company: During the reporting period, we have reviewed the progress of the name change, the formulation and implementation of relevant governance systems, the
status of production and operation management, the establishment, completion and
implementation of internal controls, the implementation and follow-up of the
resolutions of the Board of Directors by theCompany’s Management, etc. Based on those, we have urged the Company to complete implementation of relevant systems, enhance internal controls and strengthen standard operations.
IV. Others
The Board of Directors consists of four special committees. During the reporting period, the relevant committees strictly followed the rules to convene meetings and deliberated the issues that were within their respective working areas. The committees operated in a normal way in the reporting period.
During the preparation and disclosure of the 2018 annual report of the Company, Management reported on the progress made in the business of the Group as well as important events that occurred in 2018, discussed with the auditing accountants key issues and put forward suggestions and formed resolutions.
All Meetings of the Shareholders of the Company in 2018 were convened, proposed, held and voted according to legal procedures and with the presence of the lawyers who issued legal opinions. Therefore, the results of such meetings were legal and effective. During our term of office in 2018, all the meetings of the Board of Directors of the Company were held according to relevant legal procedures; and at the meetings, all decisions were made in accordance with relevant procedures and thus are legal and effective.
In 2018, we did not propose to convene any meeting of the Board of Directors or any General Meeting of Shareholders; to employ or dismiss any accounting firm; and to separately employ an external audit agency or an advisory body to audit or provide consultation on specific matters of the Company.
Independent Directors:
______________ ______________
Tang Yunwei Xi Zhen
ADAMA Ltd.
March 19, 2019