ADAMALtd.The Implementation Rules of the Audit Committee of

the Board of Directors

Chapter I General Provisions

Article 1 According to the Company Law of the People's Republic of

China(hereinafter referred to as “the Company Law”) 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 ADAMA Ltd.(hereinafter referred to as “the Company”) establishes the Audit Committee of the

Board of Directors and formulates these Rules.Article 2 As a dedicated working body established by the Board of Directors the

Audit Committee exercises the powers and duties of the supervisory board as

stipulated in the Company Law and 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.Article 6 The office term of the Audit Committee should be the same as that of the

1Board. 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 Finance Department and the Internal Audit Department shall provide

professional support to the Audit Committee. The Department of Securities and Legal

Affairs shall 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 exercise the powers and duties of the supervisory board as stipulated in the

Company Law.

(2) To oversee and evaluate the work of the external audit and propose the

engagement or replacement of external auditors.

(3) To oversee and guide the Company's internal audit work.

(4) To review the Company's financial reports and the disclosure.

(5) To review the Company's internal control system.

(6) 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；

2(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

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.

(7) To participate in the performance evaluation of the Head of Internal Audit.

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.Article 12 The Audit Committee shall examine the Company's finance performance

and supervise the compliant conduct and the fulfillment of corporate duties of board

directors and senior executives in complying with relevant laws regulations and the

Articles of Association.The Audit Committee shall notify the Board of Directors or report to the shareholders'

meetings and promptly disclose such matters if any board member or senior executive

has violated laws regulations or the Articles of Association. It may also report

directly to the regulatory authorities in case of such discovery.Chapter IV Decision-making Procedures

3Article 13 The Departments of Finance Internal Audit and Securities and Legal

Affairs 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) Financial information in the Company's financial statements and periodic reports

as well as internal control evaluation reports.

(2) Work plans and reports of internal and external auditors.

(3) Relevant documents to engage with external audit.

(4) Disclosure of information concerning the responsibilities of the Audit Committee

of the Company.

(5) Other relevant matters.

Article 14 The written information and material 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 reports are comprehensive and true.

(3) Whether the Company's financial reports disclosed to the public are true accurate

and complete.

(4) The evaluation of the performance of the Company's internal audit department

including the persons in charge.

(5) Other relevant matters.

Chapter V Rules of Procedures

Article 15 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

4Committee the aforementioned notice requirement may be waived.

Article 16 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 17 Members of the Audit Committee should attend the meetings in person and

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 18 On the conditions that the members of the Audit Committee fully express

their opinions Audit Committee meetings can be held by telecommunication means

including video conference conference calls e-mails or written resolution with

decisions being made and signed by committee members.Article 19 The head of the Internal Audit Department can attend the meetings of the

Audit Committee. Directors of the Board and senior management members may also

be invited to attend the meetings when necessary.Article 20 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 21 The procedures and manner for convening the meetings of the Audit

5Committee 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 22 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 23 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 24 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

the Company before its public disclosure.Chapter VI Supplementary Provisions

Article 25 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 26 These Rules should be formulated amended and interpreted by the Board

of Directors.Article 27 These Rules should come into effect on the date of deliberation and

approval by the Board of Directors.ADAMALtd.October 28th 2025

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