ADAMALtd.
The Implementation Rules of theAudit Committee of
the Board of Directors
Chapter I General Provisions
Article 1 Inorder to strengthen the decision-making functions of its BoardofDirectors,
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 forListed Companies, theArticles
of Associations of ADAMA Ltd.(hereinafter referred to as “theArticles of Associations”)
and other relevant regulations.
Article 2 As a dedicated working body established by the Board of Directors, theAudit
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 three directors who are not senior
management of the Company, including two independent directors, and at least one of
the two 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.

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 fromArticles 3 to
5.
Article7The Department ofSecuritiesand LegalAffairsandthe Department ofInternal
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
and the Articles of Association of the Company.
Article 10 The duties of the Audit Committee to guide and supervise the work of the
InternalAudit 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 BoardofDirectors for consideration and decision-
making. The Audit Committee shou