安道麦B:董事会议事规则(2024年11月)(英文版)

RULES OF PROCEDURES OFTHE BOARD OF DIRECTORS
ADAMALTD.
Amended in November 2024

CONTENTS

CHAPTER I GENERAL PROVISIONS...... 1
CHAPTER II COMPOSITIONAND DUTIES OF THE BOARD OF DIRECTORS...... 1
CHAPTER III PREPARATION OF MEETINGS ...... 7
CHAPTER IV PROPOSALS SUBMITTED TO THE MEETINGS...... 9
CHAPTER V NOTICES OF MEETING...... 9
CHAPTER VI HOLDING OF MEETING...... 10
CHAPTER VII RESOLUTIONSAND RECORDS...... 12
CHAPTER VIII INFORMATION DISCLOSURE ...... 14
CHAPTER IX SUPPLEMENTARY PROVISIONS ...... 14
CHAPTER I GENERAL PROVISIONS
Article 1 These rules are hereby formulated to regulate the activities of the board of directors
of ADAMA Ltd. (hereafter referred to as the “Company”) and the members thereof, specify the
duties and authorizations of the board of directors of the Company, fully play the function of the
board of directors in the operation and decision making, ensure the legitimacy, normalization,
scientificity and democratization of the decision making of the board of directors, and meet the need
for the establishment of modern corporate system.
Article 2 These rules are formulated pursuant to Law of the People’s Republic of China on
Companies (hereafter referred to as “Law on Companies”), Code of Corporate Governance for
Listed Companies promulgated by China Securities Regulatory Commission (hereafter referred to
as the “Code”), the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed
Companies No.1: Standardized Operation of Main Board Listed Companies, Rules for Listing of
Stock on the Shenzhen Stock Exchange and Articles of Association of ADAMA Ltd. (hereafter
referred to as the “AOA”).
Article 3 The board of directors of the Company and the members thereof shall comply with
the provisions of the Law on Companies and other laws, administrative regulations, regulations of
ministries and commissions , the AOA and these rules, and undertake the duty of loyalty and also
the duty of diligence to the Company.
CHAPTER II COMPOSITION AND DUTIES OF THE BOARD OF DIRECTORS
Article 4 The board of directors shall perform the following function and powers:
(1) convening the Shareholders’Meeting and reporting its work to the Shareholders’Meeting;
(2) implementing the resolutions of the Shareholders’ Meeting;
(3) deciding on the business plans and investment scheme of the Company;
(4) preparing the annual financial budgets and final accounts of the Company;
(5) preparing the proposals on profit distribution and loss recovery scheme of the Company;
(6) preparing the proposals on the increase or decrease of registered capital, issuance of bonds
or other securities and the listing of the Company;
(7) To draw up the proposals on major acquisitions of the Company, acquisition of Company
shares,ormerger/consolidation,spin-offordissolutionof,orchangestothecorporateform
of the Company;
(8) within the scope of authorization granted by the Shareholders’ Meeting and subject to
Article 7 below, deciding on such matters as external investment, acquisition and sale of
assets, creation of securities on assets, external guarantee, trust investment, affiliated
transactions and external donations;
(9) deciding on the establishment of the internal management organizations of the Company;
(10) deciding on such matters as appointing or dismissing the President and CEO and secretary
of the board of directors of the Company, as well as their remuneration and
reward/punishment; according to the nominations by the President & CEO, deciding on
appointing or dismissing the Chief Financial Officer, and deciding on their remuneration,
rewards and punishments;
(11) deciding on the basic management system of the Company;
(12) preparing the proposals on amendments to theAOA;
(13) managing the information disclosure of the Company;
(14) submitting proposals to the Shareholders’ Meeting on the engagement or replacement of
the accounting firm which provides auditing services to the Company;
(15) hearing the President and CEO’s work report and inspecting their work; and
(16) performingotherfunctionsandpowersasconferredbythelaws,administrativeregulations,
regulations of ministries and commissions and theAOA.
The board of directors of the Company shall establish an audit committee, and establish the
relevant specialized committees such as strategies, nomination, remuneration and appraisal, etc.
where necessary.The specialized committees shall be accountable to the boardof directors, perform
duties pursuant to the AOA and the authorization of the board of directors, and submit proposals to
the boardof directors for deliberation anddecision.All members of thespecialized committees shall
be directors. The independent directors shall constitute the majority of the audit committee, the