ADAMA Ltd.
Management Policy for the Departure of Board Members
and Senior Executives
Chapter I General Provisions
Article 1 Taking into account the actual circumstances of ADAMA Ltd.
(hereinafter referred to as the “Company”), this policy is formulated to standardize
the management of the departure of board members and senior executives, to
safeguard the stability of the Company's governance structure, and to protect the
lawful rights and interests of the Company and its shareholders. It is established in
accordance with the Company Law of the People’s Republic of China (hereinafter
referred to as the “Company Law”), other relevant laws, regulations, and normative
documents, as well as the Articles of Association of ADAMA Ltd. (hereinafter
referred to as the “Articles of Association”).
Article 2 This policy applies to all board members and senior executives of the
Company who depart due to the expiration of their term without reappointment,
resignation, removal from office, or other reasons.
Article 3 The management of the departure of board members and senior
executives shall adhere to the following principles:
(1) Legality and compliance: Strictly abide by laws and regulations, regulatory
requirements, and the provisions of the Articles of Association.
(2) Openness and transparency: Timely, accurate, and complete disclose
information relating to the departure of board members and senior executives.
(3) Smooth transition: Ensure that the departure of board members and senior
executives does not compromise the daily operations or the stability of the
Company’s governance structure.
(4) Protection of shareholders’ rights: Safeguard the lawful rights and interests
of the Company and all shareholders.
Chapter II Resignation Circumstances and Procedures
Article 4 The directors of the board may submit their resignation prior to the
expiry of their term of office. Any director to be resigning shall submit a written
resignation report to the Company, stating the date of departure, the specific
reasons for the proposed departure, the position vacated, whether they will continue
to hold office in the Company or its controlled subsidiaries after departure (if
continuing, details of such continued service), and whether any public
commitments remain unfulfilled (if so, the relevant safeguards).
Independent directors shall disclose any circumstances related to their
resignation or matters they deem necessary to bring to the attention of the
Company's shareholders and creditors. The Company shall disclose the reasons for
the independent director's resignation and any matters of concerns. It shall disclose
the relevant circumstances of the director's resignation within two trading days.
Article 5 The resignation of any director shall take effect upon the Company's
receipt of the resignation notice. Save as otherwise provided in Articles 7 and 8 of
this Policy, where any of the following circumstances arise, the former director
shall continue to perform his or her duties as a director of the board in accordance
with relevant laws, regulations, supervisory rules and the Articles of Association
until the newly elected director assumes office:
(1) Where directors’ terms expire without timely re-election, or where
directors resign during their term, resulting in the Board falling below the statutory
minimum membership.
(2) Where Audit Committee members resign, causing the Committee to fall
below the statutory minimum membership or lacking an accounting professional.
(3) Where independent directors resign, causing the proportion of independent
directors on the Board or its specialized committees to fail to meet statutory
requirements or provisions of the Articles of Association, or where independent
directors lack an accounting professional.
Where any director of the board resigns, the Company shall complete the
appointment of a replacement within sixty days of the resignation being tendered
and ensure that the composition of the board of directors and its specialized
committees comply with the provisions of laws, regulations and the Articles of
Association.
Article 6 Senior executives may tender their resignation prior to the expiry of
their term of office. The provisions of Article 4 of this Policy concerning the
submission of written resignation reports to the Company by directors of the board
shall also apply to senior executives. The resignation of senior executives shall take
effect upon receipt of the resignation report by the Board of Directors.
Article 7 Where any of the following circumstances arise during the tenure of
a director or senior executives of the Company, the relevant director or senior
executives shall immediately cease performing their duties and the Company shall
remove them from office in accordance with the relevant provisions:
(1) Circumstances where they are prohibited from serving as directors or
senior executives under the Company Law, other laws and regulations, or other
relevant provisions.
(2) They have been subject to market entry restrictions by CSRC prohibiting
them from serving as directors or senior executives of listed companies, and the
period of such restrictions has not yet expired.
Where an independent director ceases to meet the independence requirements
or the qualifications for serving as a director of a listed company, they shall
immediately cease performing their duties and resign from office. Where they fail
to tender their resignation, the board of directors shall, upon becoming aware or
having reason to be aware of such occurrence, immediately remove them from
office in accordance with the regulations.
Article 8 Where any of the following circumstances arise during the tenure of
a director or senior executives of the Company, it shall terminate their appointment
within thirty days of the occurrence of such circumstance, unless otherwise
stipulated by relevant regulatory rules:
(1) Having been publicly determined by any of the stock exchange as
unsuitable to serve as a director or senior executives of a listed company, where the
specified period has not yet expired.
(2) Other circumstances prescribed by laws, regulations, or the Shenzhen
Stock Exchange.
Article 9 Where a director concerned, who should have ceased performing
their duties pursuant to Articles 7 and 8 of this Policy but has failed to do so, or
who should have been removed from office but remains in post, attends meetings of
the Board of Directors and its specialized committees, or meetings of independent
directors, and casts a vote, such vote shall be deemed invalid and shall not be
counted towards the attendance figures.
Article 10 Prior to the expiry of a director’s term of office, the shareholders’
meeting may resolve to remove such director, subject to compliance with relevant
regulatory provisions. Such resolution shall be adopted as an ordinary resolution
and shall take effect from the date of its adoption. Where a director is removed
from office prior to the expiry of term without justifiable grounds, such director
may request compensation from the Company.
Where an independent director is removed from office prematurely, the
Company shall promptly disclose the specific reasons and basis for such removal.
Should the independent director raise objections, the Company shall promptly
disclose these.
The board of directors may resolve to remove senior executives, with such
removal taking effect from the date of the resolution. The Company shall determine
whether compensation is payable and the reasonable amount thereof by
comprehensively considering multiple factors in accordance with laws and
regulations, the provisions of the Articles of Association, and the relevant terms of
the employment contract.
Chapter III Handover Procedures and Handling of Outstanding Matters
Article 11 Directors and senior executives shall complete all handover
procedures with the Company within five working days of formally ceasing
employment, including but not limited to transferring all company-related
documents obtained during their tenure, company seals, explanations and proposed
resolutions for unfinished matters, and any other documents or items the Company
requires to be transferred.
Upon completion of the handover, the departing personnel shall jointly sign a
handover record with an authorized representative of the Company. The handover
record shall be archived for future reference.
Article 12 Public commitments made by directors and senior executives
during their tenure shall continue to be honored regardless of the reason for their
departure. Should any such commitments remain unfulfilled at the time of
departure, the departing director or senior manager shall submit a written statement
prior to leaving office. The statement shall specify the particulars of the unfulfilled
commitments, the anticipated completion date, and the subsequent implementation
plan. Where necessary, the Company shall take appropriate measures to ensure the
departing director or senior manager fulfils their commitments.
Article 13 Directors and senior executives shall, within two trading days of
their departure, instruct the Company to declare their personal information,
including name, position, identity card number, securities account, and date of
departure, via the stock exchange website.
Article 14 Directors and senior executives shall properly hand over their
duties or undergo departure audits in accordance with the Articles of Association
and relevant provisions of this system, clearly ensuring the fulfilment of
commitments and coordinating arrangements for unfinished matters.
Chapter IV Responsibilities and Obligations Following Resignation
Article 15 Following their departure, the departing directors and senior
executives shall not interfere with the Company's operations by leveraging their
former position, nor shall they harm the interests of the Company or its
shareholders. The fiduciary duties owed by departing directors and senior
executives to the Company and its shareholders shall not automatically cease upon
the conclusion of their term of office but shall remain in force for a reasonable
period as stipulated in the Articles of Association.
Article 16 Following their departure, the departing directors and senior
executives shall continue to be bound by their duty of confidentiality regarding the
Company’s commercial secrets, technical secrets, and other inside information until
such information becomes public knowledge.
Article 17 The duration of other obligations incumbent upon directors and
senior executives upon departure shall be determined in accordance with the
principle of fairness, taking into account the length of time elapsed between the
occurrence of the event and their departure, as well as the circumstances and
conditions under which their relationship with the Company ceases. Liability
arising during their tenure from the performance of their duties shall not be
exempted or terminated by their departure.
Article 18 Departing directors and senior executives shall cooperate with the
Company in subsequent investigations into significant matters arising during their
tenure and shall not refuse to provide necessary documents or explanations
requested by the Company.
Article 19 Directors and senior executives shall continue to comply with
relevant regulatory rules and the Articles of Association, including any restrictive
provisions governing the disposal of company shares after their departure.
Chapter V Accountability
Article 20 Directors and senior executives whose terms of office have not yet
concluded shall bear liability for compensation for any losses incurred by the
Company as a result of their unauthorized departure.
Article 21 Where departing directors or senior executives cause losses to the
Company by violating the Company Law, relevant laws and regulations, normative
documents, the Articles of Association, or the provisions of this Policy, the
Company shall have the right to require them to bear corresponding liability for
compensation. Where such violations involve criminal offences, the matter shall be
referred to judicial authorities for criminal liability to be pursued.
Chapter VI Supplementary Provisions
Article 22 Where matters not covered herein or inconsistencies with relevant
national laws, administrative regulations, normative documents, or the Articles of
Association arise, such matters shall be governed by the provisions of relevant
national laws, administrative regulations, normative documents, and the Articles of
Association.
Article 23 This Policy shall come into effect upon approval by the Board of
Directors.
Article 24 This Policy are formulated by the Company’s Board of Directors,
which shall be responsible for their revision and interpretation.
Board of Directors of ADAMA Ltd.
December 22, 2025
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