ADAMA Ltd.
The Implementation Rules of the Remuneration and
Assessment Committee of the Board of Directors
Chapter I General Provisions
Article 1 In order to establish and enhance the compensation and assessment system for
the members of the Board of Directors and senior management and improve the
corporate 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 Rules
according to the Company Law of the People's Republic of China, the Code of
Governance 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, the
Remuneration Committee is mainly responsible for formulating the assessment
standards for the Board directors and senior management of the Company and
conducting the assessment. It is also responsible for formulating and reviewing the
remuneration policies and plans for the Board directors and senior management while
being accountable to the Board of Directors.
Article 3 Any director of the Board who does not receive any remuneration from the
Company is not in the assessment scope of these Rules.
Article 4 The senior management referred to in these Rules means the President and
Chief Executive Officer, the Chief Financial Officer and the Board Secretary appointed
by the Board of Directors.
Chapter II Organizational Composition
Article 5 The Remuneration Committee should consist of four directors, including three
independent 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 its
chairperson and the convener, who should preside over the committee and be elected
by the Board of Directors.
Article 8 The office term of the Remuneration Committee should be the same as that of
the 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 be
a director during the term, he/she should automatically lose his/her membership and the
Committee 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 to
the Remuneration Committee and be responsible for providing information about the
Company's business operation and the assessed personnel. It should give feedback to
the Remuneration Committee on the implementation of the assessment system. To
provide comprehensive support, the Department of Securities and Legal Affairs is
responsible for coordinating the daily work of the Remuneration Committee in terms
of liaison and meeting organization.
Chapter III Responsibilities and Authorities
Article 10 The Remuneration Committee should be responsible for formulating
assessment criteria, conducting the assessment, formulating and reviewing the
remuneration policies and programs for directors and senior management, and
suggesting 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 for
granting and exercising these rights and interests.
(3) Other matters prescribed by laws, administrative regulations, CSRC regulations and
the 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 or
programs that are detrimental to the interests of shareholders.
Article 12 The remuneration plan due to taking the position of a director of the
Company proposed by the Remuneration Committee should be first approved by the
Board of Directors and then submitted to the General Meeting of Shareholders for
consideration and approval. The remuneration plan due to taking the position as a senior
executive should be presented to the Board of Directors for approval.
Chapter IV Decision-making Procedures
Article 13 The Department of Securities and Legal Affairs of the Company should
cooperate with the HR Department and other relevant departments to properly prepare
for the decision-making of the Remuneration Committee and provide relevant
information 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 and
incentive programs according to the business performance of the Company.
(4) The implementation of the remuneration plans for senior management and relevant
feedback.
Article 14 Based on the above information, the Remuneration Committee should
propose the remuneration packages for board directors and senior management l and
report to the Board of Directors of the Company after considering and approving the
packages.
Chapter V Rules of Procedures
Article 15 The Remuneration Committee should convene meetings according to its
needs of work. In principle, it should notify all members three days prior to the
convening of any meeting. The chairperson of the Committee should preside over the
meetings and he/she may delegate another independent director to host in his/her place
if one cannot attend. The aforementioned notice requirement can be waived by
unanimous agreement of all members.
Article 16 The meetings of the Remuneration Committee should be held with the
presence of at least two-thirds of the members. Each member should have one vote, and
any resolution should be made by the meeting only if a majority of members vote to
approve.
Article 17 Members of the Remuneration Committee should attend the meetings in
person and express clear opinions on the matters under consideration. If any member
cannot do so for any reason, he or she may submit a power of attorney signed by
himself/herself and entrust other members to attend and express opinions on his or her
behalf. 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 any
independent director of the Remuneration Committee is unable to attend the meeting in
person for any reason, he or she should appoint another independent director member
to participate on his or her behalf.
Article 18 The voting manner of the Remuneration Committee meeting is by a show of
hands or a vote, and the meeting may also be held by correspondence (including a
circulation of the written resolution).
Article 19 Other directors of the Board, supervisors and other senior management
members may be invited to attend the meetings of the Remuneration Committee when
necessary.
Article 20 If the Remuneration Committee deems it necessary, it can engage external
agents to provide professional advice for its decision making at the expense of the
Company.
Article 21 When the Remuneration Committee meeting discusses any topic about a
certain member, the one concerned should recuse oneself. If it fails to deliver any
effective deliberation opinion due to the recusal, the relevant matters should be
considered 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 and
these Rules.
Article 23 The meetings of the Remuneration and Assessment Committee should
always have meeting minutes with signatures of all the attending members. The minutes
should 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 voting
results 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 matters
deliberated at the meeting confidential and should not disclose any relevant information
without authorization.
Chapter VI Supplementary Provisions
Article 26 When the provisions of the relevant laws, regulations, rules and other
normative documents on which these Rules are based are amended, the corresponding
provisions hereby should be repealed at the same time and the amended provisions of
the relevant laws, regulations and other normative documents should prevail.
Article 27 These Rules should be formulated, amended and interpreted by the Board of
Directors.
Article 28 These Rules should come into effect on the date of deliberation and approval
by the Board of Directors.
ADAMA Ltd.
December 30, 2024
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