ADAMA Ltd.The Implementation Rules of the Remuneration andAssessment Committee of the Board of Directors
Chapter I General Provisions
Article 1 In order to establish and enhance the compensation and assessment system forthe members of the Board of Directors and senior management and improve thecorporate governance, ADAMA Ltd. (hereinafter referred to as “the Company”)establishes the Remuneration and Assessment Committee of the Board of Directors(hereinafter referred to as “the Remuneration Committee” and formulates these Rulesaccording to the Company Law of the People's Republic of China, the Code ofGovernance for Listed Companies, the Articles of Associations of ADAMA Ltd.(hereinafter referred to as “the Articles of Associations”) and other relevant regulations.
Article 2 As a special operating body established by the Board of Directors, theRemuneration Committee is mainly responsible for formulating the assessmentstandards for the Board directors and senior management of the Company andconducting the assessment. It is also responsible for formulating and reviewing theremuneration policies and plans for the Board directors and senior management whilebeing accountable to the Board of Directors.
Article 3 Any director of the Board who does not receive any remuneration from theCompany is not in the assessment scope of these Rules.
Article 4 The senior management referred to in these Rules means the President andChief Executive Officer, the Chief Financial Officer and the Board Secretary appointedby the Board of Directors.
Chapter II Organizational CompositionArticle 5 The Remuneration Committee should consist of three directors, including twoindependent directors.
Article 6 The members of the Remuneration 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 7 The Remuneration Committee should have an independent director as itschairperson and the convener, who should preside over the committee and be electedby the Board of Directors.
Article 8 The office term of the Remuneration Committee should be the same as that ofthe Board for the same session. When the office term of any committee member expires,one can succeed oneself if being re-elected consecutively. If any member ceases to bea director during the term, he/she should automatically lose his/her membership and theCommittee should make up the number of members in accordance with above-mentioned provisions from Articles 6 to 7.
Article 9 The HR Department of the Company should provide professional support tothe Remuneration Committee and be responsible for providing information about theCompany's business operation and the assessed personnel. It should give feedback tothe Remuneration Committee on the implementation of the assessment system. Toprovide comprehensive support, the Department of Securities and Legal Affairs isresponsible for coordinating the daily work of the Remuneration Committee in termsof liaison and meeting organization.
Chapter III Responsibilities and AuthoritiesArticle 10 The Remuneration Committee should be responsible for formulatingassessment criteria, conducting the assessment, formulating and reviewing theremuneration policies and programs for directors and senior management, andsuggesting the Board of Directors on the following matters,
(1) Remuneration of directors and senior management.
(2) To formulate or change share incentive scheme, employee share-holding scheme,rights and interests of the incentive recipients and formation of the conditions forgranting and exercising these rights and interests.
(3) Other matters prescribed by laws, administrative regulations, CSRC regulations andthe Articles of Association, as well as other matters authorized by the Board of Directors.
Article 11 The Remuneration Committee has the right to veto remuneration plans orprograms that are detrimental to the interests of shareholders.
Article 12 The remuneration plan due to taking the position of a director of theCompany proposed by the Remuneration Committee should be first approved by theBoard of Directors and then submitted to the General Meeting of Shareholders forconsideration and approval. The remuneration plan due to taking the position as a seniorexecutive should be presented to the Board of Directors for approval.
Chapter IV Decision-making ProceduresArticle 13 The Department of Securities and Legal Affairs of the Company shouldcooperate with the HR Department and other relevant departments to properly preparefor the decision-making of the Remuneration Committee and provide relevantinformation about the Company. The information should include,
(1) The achievement of the main financial indicators and business targets.
(2) The scope of work and duties to be performed by the senior management.
(3) The calculation basis and analysis reports of the remuneration allocation plan andincentive programs according to the business performance of the Company.
(4) The implementation of the remuneration plans for senior management and relevantfeedback.
Article 14 Based on the above information, the Remuneration Committee shouldpropose the remuneration packages for board directors and senior management l andreport to the Board of Directors of the Company after considering and approving thepackages.
Chapter V Rules of ProceduresArticle 15 The Remuneration Committee should convene meetings according to itsneeds of work. In principle, it should notify all members three days prior to theconvening of any meeting. The chairperson of the Committee should preside over themeetings and he/she may delegate another independent director to host in his/her placeif one cannot attend. The aforementioned notice requirement can be waived byunanimous agreement of all members.
Article 16 The meetings of the Remuneration Committee should be held with thepresence of at least two-thirds of the members. Each member should have one vote, andany resolution should be made by the meeting only if a majority of members vote toapprove.
Article 17 Members of the Remuneration Committee should attend the meetings inperson and express clear opinions on the matters under consideration. If any membercannot do so for any reason, he or she may submit a power of attorney signed byhimself/herself and entrust other members to attend and express opinions on his or herbehalf. 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 anyindependent director of the Remuneration Committee is unable to attend the meeting inperson for any reason, he or she should appoint another independent director memberto participate on his or her behalf.
Article 18 The voting manner of the Remuneration 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 19 Other directors of the Board, supervisors and other senior managementmembers may be invited to attend the meetings of the Remuneration Committee whennecessary.
Article 20 If the Remuneration Committee deems it necessary, it can engage externalagents to provide professional advice for its decision making at the expense of theCompany.
Article 21 When the Remuneration Committee meeting discusses any topic about acertain member, the one concerned should recuse oneself. If it fails to deliver anyeffective deliberation opinion due to the recusal, the relevant matters should beconsidered directly by the Board of Directors.
Article 22 The procedure for convening the meetings of the Remuneration Committee,the manner of voting and the motions adopted at the meetings should be in compliance
with the provisions of relevant laws and regulations, the Articles of Associations andthese Rules.
Article 23 The meetings of the Remuneration and Assessment Committee shouldalways have meeting minutes with signatures of all the attending members. The minutesshould be kept by the Department of Securities and Legal Affairs of the Company.
Article 24 The motions passed at the Remuneration Committee meetings and the votingresults should be presented in writing to the Board of Directors of the Company.
Article 25 All members present at any meeting should be obliged to keep the mattersdeliberated at the meeting confidential and should not disclose any relevant informationwithout authorization.
Chapter VI Supplementary ProvisionsArticle 26 When the provisions of the relevant laws, regulations, rules and othernormative 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 27 These Rules should be formulated, amended and interpreted by the Board ofDirectors.
Article 28 These Rules should come into effect on the date of deliberation and approvalby the Board of Directors.
ADAMA Ltd.April 25
th
, 2024