安道麦B:公司章程(2024年11月)(英文版)

Articles of Association of ADAMA Ltd.
November 2024
(Amended)
Catalog
Chapter 1 General Provisions ...... 1
Chapter 2 The Business Purpose and Scope of the Company ...... 2
Chapter 3 Shares...... 3
Section 1 Share Offering...... 3
Section 2 Share Increase, Decrease and Repurchase ...... 4
Section 3 Share Transfer...... 5
Chapter 4 Shareholders and Shareholders’meetings...... 6
Section 1 Shareholders...... 6
Section 2 General Provisions of Shareholders’Meetings...... 12
Section 3 Convening of Shareholders’meetings ...... 14
Section 4 Proposal and Notice of Shareholders’meetings...... 16
Section 5 Holding of Shareholders’Meetings ...... 18
Section 6 Vote and Resolution of Shareholders’meetings...... 22
Chapter 5 Board of Directors...... 29
Section 1 Directors...... 29
Section 2 Board of Directors ...... 33
Chapter 6 Party Committee...... 41
Chapter 7 President and CEO and Other Senior Executives ...... 42
Chapter 8 Board of Supervisors...... 45
Section 1 Supervisors...... 45
Section 2 Board of Supervisors...... 46
Chapter 9 Financial andAccounting Systems, Profit Distribution andAuditing...... 48
Section 1 Financial andAccounting Systems ...... 48
Section 2 InternalAudit ...... 52
Section 3Appointment ofAccounting Firms...... 52
Chapter 10 Notices andAnnouncements...... 53
Section 1 Notice...... 53
Section 2Announcement ...... 54
Chapter 11 Merger/Consolidation, Spin-off, Capital Increase, Capital Reduction, Dissolution and
Liquidation...... 54
Section 1 Merger/Consolidation, Spin-off, Capital Increase and Capital Reduction...... 54
Section 2 Dissolution and Liquidation...... 55
Chapter 12Amendments to theArticles ofAssociation ...... 58
Chapter 13 Supplementary Provisions...... 59
Chapter 1 General Provisions
Article 1 These Articles of Association of ADAMA Ltd.(hereinafter referred
to as “Company”) are formulated pursuant to the Company Law of the People's
Republic of China (hereinafter referred to as “Company Law”), the Securities Law of
the People's Republic of China (hereinafter referred to as “Securities Law”) and other
related provisions, with a view to safeguarding the legitimate rights and interests of the
Company, its shareholdings and creditors, and regulating the organizational structures
and acts of the Company.
In accordance with the Charter of the Communist Party of China (“CPC”) and the
Regulation on the work at primary-level Party organizations of State-owned enterprises
(for Trial Implementation), the Company shall establish the organization of the CPC,
the Party Committee shall act as a leading role, lead the direction, take charge of overall
situations and ensure the implementation of the decisions, and discuss and decide major
issues of the enterprise in accordance with regulations. The Company shall establish
the working organization of the Party, have Party personnel in accordance with the law
and guarantee there are adequate funds for the work of Party organization.
Article 2 The Company was restructured from former Shashi Pesticide Factory
of Hubei Province as a company limited by shares in accordance with the Company
Law and other relevant provisions.
As approved in “E Gai [1992]02” Document issued by the Commission for Economic
Restructuring of Hubei Province, the company is established as per raising capital by
private placement, registered with the Administration for Industry and Commerce at
Hubei Province, and obtained its business license. The social credit code of the
Company is 91420000706962287Q.
Article 3 With the approval of the China Securities Regulatory Commission
(hereinafterreferred to as “CSRC”)in “ZhengJianFaShen[1993]70”Document dated
September 27, 1993, the Company initially offered 30,000,000 ordinary Renminbi
common shares which shall be subscribed by inbound investors by Renminbi to the
public, and was listed on Shenzhen Stock Exchange on December 3, 1993; on April 25,
2017, with the approval of the Securities Commission of the State Council in “Zheng
Wei Fa[1997]23” Document, the Company initially offered 115,000,000 domestically
listed foreign-funded shares which shall be listed domestically and subscribed by
foreign currency to outbound investors and was listed on Shenzhen Stock Exchange on
May 15 and 25, 1997.
Article 4 Registered name of the Company
Full name in Chinese: 安道麦股份有限公司
Full name in English: ADAMA Ltd.

Article 5 Domicile of the Company: No. 93, Beijing East Road, Jingzhou,
Hubei Province, Postal code: 434001. Manufacture address of the Company are: No.
93, Beijing East Road, Jingzhou, Hubei Provinceand No.16,Hongtang Road,Jingzhou
Development Zone, Jingzhou, Hubei Province.
Article 6 Registered capital of the Company shall be Renminbi 2,329,811,766.
Article 7 The Company shall be a permanent company limited by shares.
Article 8 The President and CEO shall act as the legal representative of the
comp