ADAMA Ltd.Implementation Rules for the Nomination Committee of the
Board of Directors
Chapter I General Provisions
Article 1 In order to regulate the decision-making procedures and the nomination of theboard members and executives, optimize the composition of the Board of Directors andthe executives, and further improve the corporate governance, ADAMA Ltd.(hereinafter referred to as “the Company”) establishes the Nomination Committee ofthe Board of Directors and formulates these Rules according to the Company Law ofthe People's Republic of China, the Code of Governance for Listed Companies, theArticles of Association of ADAMA Ltd. (hereinafter abbreviated as “the Articles ofAssociations”) and other relevant regulations.
Article 2 As a dedicated working body of the Board of Directors, the NominationCommittee is mainly responsible for making proposals to the Board of Directors on thecandidates, selection criteria and procedures for the members of the Board of Directorsas well as the executives of the Company.
Article 3 The executives referred to in these Rules include the President and ChiefExecutive Officer, the Chief Financial Officer, and the Board Secretary.
Chapter II Organizational CompositionArticle 4 The Nomination Committee consists of three directors, including twoindependent directors.
Article 5 The members of the Nomination Committee should be nominated by eitherthe Chairman of the Board, one-half and above of the independent directors or one-third and above of all directors and elected by the Board of Directors.
Article 6 The Nomination Committee should appoint an independent director as its
chairperson, as the convener, who should preside over the work of the Committee. Thechairperson should be elected by the Board of Directors.
Article 7 The office term of the Nomination Committee should be the same as that ofthe Board. When the office term of any member expires, one can succeed oneself ifbeing 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 makeup the number of members in accordance with above-mentioned provisions fromArticles 4 to 6.
Article 8 The HR Department of the Company provides professional support and theDepartment of Securities and Legal Affairs provides comprehensive services to theNomination Committee and is responsible for its daily liaison and meeting organization.
Chapter III Responsibilities and AuthoritiesArticle 9 The Nomination Committee is responsible for formulating the criteria andprocedures for the selection of directors and executives, selecting and reviewing thecandidates and their qualifications, and making recommendations to the Board ofDirectors on the following matters,
(1) Nomination or removal of directors;
(2) Appointment or dismissal of executives;
(3) Other matters stipulated by laws, administrative regulations, CSRC and the Articlesof Association, as well as other duties and rights granted by the Board of Directors ofthe Company.
Article 10 The Nomination Committee should review the qualifications of the nomineesfor independent directors of the Company and give a clear review opinion.
Article 11 The Nomination Committee should be responsible to the Board of Directors,and the proposals of the Committee should be submitted to the Board of Directors fordeliberation and decision-making.
Chapter IV Decision-making ProceduresArticle 12 In accordance with the relevant laws and regulations and the Articles of
Associations, the Nomination Committee should study the conditions, procedures andterm of office for the selection and appointment of directors and executives in the lightof the actual situation of the Company, and then form resolutions and submit them tothe Board of Directors for consideration.
Article 13 Procedures for the selection and appointment of directors and executives areas follows,
(1) To extensively identify candidates for directors and executives within the Companyand in the talent market while considering the actual business development and thedemand for directors and executives.
(2) To comprehensively examine the quality, competency, work experience andperformance as well as the integrity of the candidates.
(3) To obtain the consent of the nominee to the nomination, otherwise he or she cannotbe included into candidates of directors or an executives.
(4) To convene the Nomination Committee meetings and conduct candidate referencechecks.
(5) To propose to the Board of Directors the candidates for directors and the executivesin accordance with the management authority of critical positions.
(6) To carry out other work related to the appointment in accordance with theresolutions of and feedback from the Board of Directors.
Chapter V Rules of ProceduresArticle 14 The Nomination Committee should convene meetings according to its needsof work. In principle, it should notify all members three days before conveningmeetings. The chairperson of the Committee should preside over the meetings and maydelegate another independent director to host in his/her place if one cannot attend. Theaforementioned notice requirement can be waived by unanimous agreement of allmembers.
Article 15 The meeting of the Nomination Committee should be held with the presenceof at least two-thirds of the members. Each member should have one vote, and anyresolution should be made by the meeting only if a majority of members vote to approve.
Article 16 Members of the Nomination Committee should attend the meetings in person
and express clear opinions on the matters under consideration. Any member who isunable to attend any meeting in person for any reason may submit a power of attorneysigned by oneself to entrust other members to attend the meeting and express opinionson one’s behalf. The power of attorney should specify the scope and duration of theauthorization. Each member of the Committee should accept the authorization from atmost one member of the Committee. Any independent director member of theCommittee who is unable to attend the meeting in person for any reason should delegateother independent director members to attend the meeting on his or her behalf.
Article 17 The voting manner of the Nomination Committee meeting is by a show ofhands or a vote, and the meeting may also be held by correspondence (including acirculation of the written resolution).
Article 18 Other directors of the Board, supervisors and other executives may be invitedto attend the meetings of the Nomination Committee when necessary.
Article 19 The procedure for convening the meetings of the Nomination Committee,the manner of voting and the motions adopted at the meetings should be in compliancewith the provisions of relevant laws and regulations, the Articles of Associations andthese Rules.
Article 20 The meetings of the Nomination Committee should have meeting minuteswith signatures of all the attending members. The minutes should be kept by theDepartment of Securities and Legal Affairs of the Company.
Article 21 The proposals and voting results adopted at the meetings of the NominationCommittee should be presented to the Board of Directors in written form.
Article 22 All members present at any meeting should be obliged to keep the mattersdeliberated at the meeting confidential and should not disclose relevant information ofthe Company before its public disclosure.
Chapter VI Supplementary ProvisionsArticle 23 When the provisions of the relevant laws, regulations, rules and other
normative documents on which these Rules are based are amended, the correspondingprovisions hereby should be repealed at the same time and the amended provisions ofthe relevant laws, regulations and other normative documents should prevail.
Article 24 These Rules should be formulated, amended and interpreted by the Board ofDirectors.
Article 25 These Rules should come into effect on the date of deliberation and approvalby the Board of Directors.
ADAMA Ltd.April 25
th, 2024