The Management Policy of Investor Relations
of ADAMA Ltd.（Revised in December, 2023）
Chapter I General ProvisionsArticle 1 In order to strengthen the information communication between ADAMA Ltd.(hereinafter referred to as “the Company”) and investors as well as potential investors(hereinafter collectively referred to as the “Investors”), to enhance their understandingand recognition of the Company, and to promote the healthy interactive relationship,the Company has adopted the following measures to improve its integrity and thecorporate governance structure in accordance with the relevant provisions of theCompany Law of the People’s Republic of China, the Securities Law of the People’sRepublic of China, the Guidelines on Investor Relations Management for ListedCompanies by CSRC, the Self-Regulatory Guidelines for Listed Companies No. 1 -Standardized Operation of Main Board Listed Companies of Shenzhen Stock Exchangeand the Articles of Association and in light of the actual situation of itself.
Article 2 Investor Relationship Management (IRM) refers to the activities related tostrengthening the communication with investors and potential investors and enhancingtheir understanding and recognition of the listed company through facilitating theexercise of shareholders' rights, information disclosure, interactive communication andhandling of claims, so as to improve the governance of the listed company and theoverall value of the enterprise, and to realize the purpose of respecting investors,rewarding investors and protecting investors.
Article 3 Basic IRM principles are as follows.(i) Principle of Compliance. IRM should be carried out on the basis of fulfilling theinformation disclosure obligations in accordance with the laws, and in compliance withlaws, regulations, rules and, normative documents, industry norms and self-regulatoryrules, the Company's internal rules and policies, as well as ethical norms and codes ofconduct generally observed in the industry.(ii) Principle of Equality. In carrying out IRM activities, the Company should treat allinvestors equally, and in particular create opportunities for small and medium-sized
investors and facilitate their engagement.(iii) Principle of Proactiveness. The Company should take the initiative to carry outIRM activities, listen to investors' opinions and suggestions, and respond to theirdemands in a timely manner.(iv) Principle of Honesty and Trust. Through various IRM activities, the Companyshould demonstrate honesty and trustworthiness, stick to the basic rules, standardize itsoperations and take accountability so as to create a healthy and sound market ecology.
Article 4 The controlling shareholder, the actual controllers, as well as directors of theboard, supervisors and executives of the Company should attach great importance to,actively participate in and support the management of investor relations.
Chapter II Tasks and Ways of Investor Relations ManagementArticle 5 The Company communicates with investors mainly regarding the followingcontents,(i) Development strategy of the Company,(ii) Disclosure required by laws and regulations,(iii) Information about the Company's operation and management,(iv) ESG endeavors of the Company,(v) Corporate culture buildup,(vi) Ways, means and procedures for shareholders to exercise their rights,(vii) Information on the handling of investor claims,(viii) Risks and challenges that the Company is or may be facing.(ix)Other relevant information about the Company.
Article 6 The Company should carry out IRM through multiple channels, platforms andmethods, including its own official website (http://www.adama.com), new mediaplatforms, telephone, fax and e-mail, etc., to communicate with investors throughshareholder meetings, investor meetings, roadshows, analysts' meetings, office visitsand seminars. The means of communication should be convenient for investors toparticipate, and the Company should timely identify and remove obstacles againstinvestors communications.
Article 7 The Company sets up investor hotline, e-mail and fax, and assigns designatedpersons familiar with the business to answer and respond to investors in a friendly andeffective manner. When its website or the telephone number changes, the Companyshould make announcements in a timely manner.Investor Relations telephone: 010-56718110Email: IRChina@adama.com
Article 8 The Company should build and maintain online channels for investorcommunication and set up special sector for investor relations on its official websitewith relevant information timely released and updated.
Article 9 The Company may arrange site visits and meetings for investors, fundmanagers and analysts. It should properly and carefully arrange the activities to avoidgiving the visitors the opportunity to obtain insider information and undisclosedinformation on material events.
Article 10 The Company communicates on its situation, answers questions and listensto investor concerns through roadshows and analysts' meetings.
Article 11 The Company and other information disclosure obligors should performinformation disclosure obligations in a timely and fair manner in strict accordance withthe laws and regulations, self-regulatory rules and the Articles of Association of itself,and the information disclosed should be true, accurate, complete, concise, clear andeasy to understand, and there should be no false records, misleading statements ormaterial omissions.
Article 12 The Company should give full consideration to the time, venue and mannerof convening the shareholders' general meeting, provide convenience for shareholders,especially small and medium-sized shareholders, to participate in the shareholders'general meeting, and provide the necessary time for investors to make speeches, askquestions, and communicate with the Company's directors, supervisors and senior
management. The general meeting of shareholders should be equipped with means forinternet voting.
Article 13 In addition to fulfilling its information disclosure obligations in accordancewith the laws, the Company should actively hold investor briefing meetings inaccordance with the regulations of CSRC and the Shenzhen Stock Exchange tointroduce the situation, answer questions and listen to concerns from investors. Investorbriefing meetings include performance meetings, cash dividend meetings, and meetingson material matters. Under normal circumstances, the Chairman of the Board ofDirectors or the President and Chief Executive Officer should attend investor briefingmeetings and the reasons should be explained when they cannot.The Company should release announcement before investor briefing meetings inaccordance with the requirements of the Shenzhen Stock Exchange, and timely disclosethe summary afterwards. Investor briefing meetings should be conducted in a mannerthat facilitates the participation of investors.
Article 14 Where the following circumstances exist, the Company should hold aninvestor briefing meetings in accordance with the provisions of CSRC and theShenzhen Stock Exchange:
(i) The Company's cash dividends for the year fails to meet the relevant regulations,and it is necessary to explain the reasons,(ii) The Company terminates the restructuring after disclosing the restructuringproposal or report,(iii) The Company's stock trading experiences abnormal fluctuations as stipulated in therelevant rules, and undisclosed material events are identified after verification,(iv) Relevant material events of the Company raises highly concerns or is questionedby the market,(v) The Company should hold annual performance briefing meeting after the disclosureof its annual report in accordance with the provisions of CSRC and the Shenzhen StockExchange,(vi) Other cases in which an investor briefing meeting should be held in accordance
with the regulations of the CSRC and the Shenzhen Stock Exchange.
Article 15 The Company should actively support and cooperate with investors inexercising their rights as shareholders in accordance with the laws, as well as withinvestor protection organizations in the exercise of their rights to hold shares, publiclysolicit shareholders' rights, mediate disputes and conduct representative litigation andother activities to safeguard investors' legitimate rights and interests.
Article 16 When investors raise up requests to the Company, it should bear the primaryresponsibility for handling according to laws and regulations and give timely responseto investors.
Article 17 The Company should clearly distinguish between publicity/advertisementand media coverage and should not use publicity/advertisement material as well as paidmeans to influence the objective and independent reports of the media.The Company should pay timely attention to media coverage and respond appropriatelywhen necessary.
Chapter III IRM Organization and ImplementationArticle 18 The main responsibilities of the Company's IRM work include:
(i) Drawing up IRM policies and establishing the working mechanism;(ii) Organizing IRM activities to communicate with investors;(iii) Organizing timely and proper handling of investors' enquiries, complaints andsuggestions, and providing regular feedback to the Board of Directors and theexecutives of the Company;(iv) Managing, operating and maintaining IRM channels and platforms;(v) Ensuring that investors could exercise their rights as shareholders in accordancewith the laws;(vi) Cooperating with and supporting investor protection organizations to carry outrelevant work to safeguard the legitimate rights and interests of investors;
(vii) Analyzing the number, composition and changes of the Company's investors;(viii) Carrying out other activities conducive to the improvement of investor relations.
Article 19 The Board Secretary and the Global Head of Investor Relations areresponsible for organizing and coordinating IRM activities. The controlling shareholder,the actual controllers, Directors of the Board, supervisors and the executives of theCompany should provide proper conditions for them to perform their duties in investorrelations management.
Article 20 The Securities and Legal Affairs Department of the Company is thedesignated department for IRM, with designated staff to facilitate the fulfilment ofresponsibilities.
Article 21 The Company, its controlling shareholder, actual controllers, Directors of theBoard, supervisors, the executives and staff should not engage in the followingsituations in IRM activities:
(i) Disclosing or publishing information on material events that have not been madepublic, or information that conflicts with information disclosed in accordance with thelaws;(ii) Disclosing or releasing information that contains misleading, false or exaggeratedinformation;(iii) Disclosing or releasing information in a selective manner, or with materialomissions;(iv) Making predictions or promises regarding the Company's share price;(v) Speaking on behalf of the Company without confirmed authorization;(vi) Discriminating, belittling or other unfair treatment of small and mediumshareholders or causing unfair disclosure;(vii) Violation of public order and morals and damage to the public interest of thesociety;(viii) Other violations of information disclosure regulations, or illegal acts that affectnormal trading of the Company's securities and their derivatives.
Article 22 IRM Staff of the Company should be required to possess the followingcompetency and skills:
(i) Good character and professionalism, honesty and trustworthiness;(ii) Sound professional knowledge, familiar with corporate governance, financialaccounting and other relevant laws and regulations and the operation mechanism of thesecurities market;(iii) Strong communication and coordination skills(iv) Comprehensive understanding of the Company and the industry in which theCompany operates.
Article 23 The Company should establish IRM archives in electronic or paper form.The Company should file and properly keep relevant records, recordings, presentations,documents provided during the activities (if any) and other documents for a period ofnot less than 3 years when carrying out IRM activities.
Chapter IV Supplementary Provisions
Article 24 Matters that have not been covered in this policy should be implemented inaccordance with relevant laws and regulations and the Articles of Association of theCompany as well as other relevant provisions.
Article 25 The Board of Directors of the Company is responsible for the interpretationof this policy.
Article 26 This policy should be implemented as of the date of consideration by theBoard of Directors. The original Management Policy for Investors’ Relations of theCompany should be repealed at the same time.
ADAMA Ltd.