Policy for Independent Directors of ADAMALtd.
Chapter I General Provisions
Article 1 This Policy is formulated for the purpose of improving the governance
structure of ADAMA Ltd. (hereinafter referred to as the “Company”) and promoting
the standardized operation of the Company in accordance with “Measures for the
Administration of Independent Directors of Listed Companies” of China Securities
RegulatoryCommission(CSRC), the “Code of Governance for Listed Companies”, the
“Shenzhen Stock Exchange's Self-disciplinary Supervision Guideline for Listed
Companies No. 1 - Standardized Operation of Listed Companies on the Main Board”,
the “Articles of Association of the Company”, as well as other laws, regulations and
normative documents.
Article 2 An independent director is a director who does not hold any position other
than that of a director in the Company and does not have any direct or indirect interest
in the Company, its major shareholders or the actual controller that may affect his/her
independent and objective judgement.
Article 3 The independent directors shall be obliged to act in good faith and diligently
towards the Company and all shareholders, and should conscientiously perform their
dutiesand playtherolesofparticipating indecision-making, supervisingand balancing,
and professional consulting in the Board of Directors, so as to safeguard the interests
ofthe Companyas a whole, and to protect the lawfulrights and interests ofthe minority
shareholders.
Article 4 The independent directors should ensure that they have sufficient time and
energy to effectively perform their duties as independent directors.
Chapter II Qualifications for Independent Directors
Article 5 Independent directors should meet the following basic conditions:
(i) Qualified to serve as a director of a listed company in accordance with laws,
administrative regulations and other relevant provisions;
(ii) Meeting requirements on independency set out in Article 6 of this Policy;

(iii) Having basic knowledge of the operation of listed companies and being familiar
with relevant laws, administrative regulations and rules;
(iv) Having five and more years of legal, economic, accounting or other working
experience necessary for performing the duties of an independent director;
(v) Good personal integrity, no material breach of trust and other adverse records;
(vi) Other conditions stipulated by laws, administrative regulations, CSRC regulations,
business rules of the Shenzhen Stock Exchange and the Articles of Association of the
Company.
Article 6 Independent directors must be independent, and the following persons shall
not serve as independent directors,
(i) Persons serving in the Company or the Company's subsidiaries and their immediate
family members and major social relations;
(ii) Natural person shareholders who directly or indirectly hold 1% and above of the
Company's outstanding shares or who are among the top ten shareholders of the
Company, and their immediate family members;
(iii) Persons who work for shareholders which directlyor indirectly hold 5% and above
of the Company's outstanding shares or for the top five shareholders of the Company
and their immediate family members;
(iv) Persons serving in the subsidiaries of the Company's controlling shareholders or
actual controllers and their immediate family members;
(v) Persons having material business exchanges with the Company and its controlling
shareholders, actual controllers or their respective subsidiaries, or persons serving in
units that have material business dealings with the Company, its controlling
shareholders or actual controllers;
(vi) Persons providing financial, legal, consulting and insurance services to the
Company, itscontrolling shareholders, actualcontrollersor their respectivesubsidiaries,
including, but not limited to, all the personnel of a certain project team of any agency
providing the services, reviewers at all levels, persons signing the reports, partners,
directors, senior management and executives;
(vii) Personswho have beeninvolved inanyofthe circumstances listed inthepreceding
six items within the last one year;
(viii) Other persons who do not possess independence as stipulated in the laws,
administrative regulations, CSRC regulations, business rules of the Shenzhen Stock
Exchange and the Articles of Association of the Company.
The subsidiaries of the Company's controlling shareholders and its actual controllers in
Item iv to vi of the preceding paragraph do not include enterprises controlled by the
same state-owned asset management institution as the Company and which do not
constitute a connected-party relationship with the Company in accordance with the
relevant provisions.
The independent directors should conduct annual self-examinationofthe independence
status and submit the self-examina