ADAMA Ltd.
Management Policy for Information Disclosure Suspension
and Exemption
Chapter I General Provisions
Article 1 To regulate the suspension and exemption of information disclosure by
ADAMA Ltd. (hereinafter referred to as the “Company”) and other information
disclosure obligors, strengthen the management of information disclosure affairs, and
protect the lawful rights and interests of investors, this Policy is formulated in
accordance with the Securities Law of the People's Republic of China, the Company
Law of the People's Republic of China, the Administrative Provisions on the
Suspension and Exemption of Information Disclosure by Listed Companies, the
Listing Rules of the Shenzhen Stock Exchange, the Shenzhen Stock Exchange
Self-Regulatory Guidance No.5 - Management of Information Disclosure Affairs, and
other relevant laws, regulations, regulatory rules, and the provisions of the Articles of
Association of the Company.
Article 2 This Policy shall apply to the suspension or exemption of disclosure of
interim reports by the Company and other information disclosure obligors, as well as
the exemption of disclosing certain contents stipulated or required by the China
Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the
Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) in the periodic or
interim reports.
Article 3 The Company and other information disclosure obligors shall disclose
information in a truthful, accurate, complete, timely and fair manner. They shall not
abuse the suspension or exemption of disclosure to evade information disclosure
obligations or mislead investors, nor shall they engage in illegal activities such as
insider trading or market manipulation.
The Company and other information disclosure obligors shall prudently determine
matters for which disclosure may be suspended or exempted and shall implement such
decisions after completing internal review procedures.
Chapter II Circumstances for the Application of Temporary
Suspension and Exemption from Information Disclosure
Article 4 Where the Company or other information disclosure obligor possesses
conclusive and sufficient evidence demonstrating that the information to be disclosed
involves national secrets or other matters whose disclosure may result in breaches of
state confidentiality regulations or administrative requirements (hereinafter
collectively referred to as “national secrets”), such disclosure shall be exempted in
accordance with the law.
Article 5 The Company and other information disclosure obligors shall bear the duty
to safeguard national secrets. They shall not disclose national secrets through any
form of information disclosure, investor communications and Q&As, press releases,
interviews, or similar means, nor shall they use the pretext of information being
classified for business promotion.
The Company's Chairman and the Secretary of the Board shall enhance their legal
awareness regarding the safeguarding of national secrets, ensuring that disclosed
information does not contravene national confidentiality regulations.
Article 6 Where information to be disclosed by the Company or other information
disclosure obligor involves commercial secrets or confidential business information
(hereinafter collectively referred to as “commercial secrets”), and meets any of the
following circumstances, and has not yet been made public or leaked, disclosure may
be suspended or exempted:
(1) Information which pertains to core technologies and may give rise to unfair
competition if disclosed.
(2) Information relating to the Company's own operations, or the operations of
clients, suppliers or other parties, the disclosure of which may infringe upon the
Company's or such parties’ commercial secrets or seriously prejudice the interests of
the Company or such parties.
(3) Other circumstances where disclosure may seriously prejudice the interests
of the Company or other parties.
Article 7 Where information contained in the Company's periodic reports to be
disclosed involves national secrets or commercial secrets, disclosure of such
information may be exempted by employing methods such as using aliases,
summarizing and generalizing, or omitting key information.
Where information in interim reports intended for disclosure by the Company or other
information disclosure obligors involves national secrets or commercial secrets,
disclosure of such information may be exempted by employing methods such as using
aliases, summarizing in aggregate form, or omitting key details. Where disclosure
after employing the aforementioned methods still carries a risk of disclosure of
confidential information, disclosure of the interim reports may be exempted.
Article 8 Where the Company or other information disclosure obligor has suspended
or been exempted from disclosing commercial secrets, they shall promptly disclose
such information upon the occurrence of any of the following circumstances:
(1) The reason for suspension or exemption has ceased to exist.
(2) The relevant information is difficult to keep confidential.
(3) The relevant information has been leaked, or rumors have emerged in the market.
Chapter III Management of Suspension and Exemption for
Information Disclosure
Article 9 The internal review procedures for suspending and exempting information
disclosure shall be as follows.
(1) Where matters arise that fall within the information disclosure scope by laws and
regulations, the Listing Rules, other relevant business rules of the Shenzhen Stock
Exchange, or the Company's Information Disclosure Management Policy, the
relevant departments, subsidiaries, and other information disclosure obligors of
the Company shall promptly notify the Secretary of the Board of such information.
If they think such information should be suspended or exempted from disclosure
as outlined in this Policy, a written application shall be submitted to the Secretary
of the Board at the same time. The application shall detail the reasons and basis
for suspension or exemption, the potential impact of disclosure, and shall include
supporting documentation and registration details of relevant insiders. The
responsible personnel shall be accountable for the authenticity, accuracy, and
completeness of the submitted materials.
(2) The Secretary of the Board shall review the information and may organize
relevant departments such as legal and finance to conduct deliberations as needed,
and shall submit it to the Chairman for approval.
Article 10 Where the Company resolves to suspend or exempt disclosure of relevant
information, the Secretary of the Board shall promptly register and file such
resolution, with the Chairman signing to confirm. Relevant registration materials shall
be retained by the Company's Securities and Legal Affairs Department for a period no
less than ten years.
Article 11 The Company and other information disclosure obligors shall register the
following matters when suspending or exempting disclosure of information:
(1) The method of exemption, which includes exemption from disclosing interim
reports, and exemption from disclosing certain content within periodic and interim
reports, etc.
(2) The type of documents subject to exemption, which includes annual reports,
half-yearly reports, quarterly reports, and interim reports, etc.
(3) The type of information subject to exemption, which includes material
transactions, routine transactions, or related-party transactions in interim reports,
or client and supplier names in annual reports, etc.
(4) Internal review procedures.
(5) Other matters deemed necessary for registration by the Company.
Where disclosure is suspended or exempted due to commercial confidentiality, in
addition to promptly registering the matters specified in the preceding paragraph, the
following information shall also be recorded: whether the relevant information has
been made public through other manners, the principal grounds for classifying it as a
commercial secret, the potential impact of disclosure on the Company or others, and
the list of insiders.
Article 12 Where the Company or other information disclosure obligor suspends the
disclosure of an interim report or certain contents therein, it shall promptly disclose
such information once the grounds for suspension cease to exist. Concurrently, it shall
explain the principal reasons for classifying the information as a commercial secret,
the internal review procedures followed, and any securities transactions conducted by
relevant insiders during the suspension period.
Article 13 The Company and other information disclosure obligors shall, within ten
days of announcing the annual, semi-annual, or quarterly reports, submit the relevant
registration materials pertaining to the suspension or exemption of disclosures during
the reporting period to the Hubei Securities Regulatory Bureau and the Shenzhen
Stock Exchange.
Chapter IV Accountability
Article 14 Where a breach of information disclosure regulations occurs due to the
negligence of parties involved in such disclosures under this Policy, resulting in
serious impacts or losses for the Company, the responsible individuals shall be subject
to disciplinary action including reprimand, warning, or even removal from their posts.
Chapter V Supplementary Provisions
Article 15 Where matters are not covered by this Policy, or where this Policy conflicts
with relevant laws, administrative regulations, normative documents or other
provisions, the relevant laws, administrative regulations, normative documents or
other provisions shall prevail.
Article 16 This Policy shall be formulated, interpreted and amended by the
Company's Board of Directors.
Article 17 This Policy shall take effect and come into force from the date of their
approval by the Company's Board of Directors.
Board of Directors of ADAMA Ltd.
December 22nd, 2025
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