ADAMA Ltd.
Insiders Registration Management Policy
（Revised in December 2025）
Chapter 1 General Provisions
Article 1 The Insiders Registration Management Policy (hereinafter referred to as “the
Policy”) is formulated pursuant to the Company Law of PRC, the Securities Law of
PRC(hereinafter abbreviated as the Securities Law), the Management Measures of
Information Disclosure of Listed Companies, the Stock Listing Rules of Shenzhen
Stock Exchange, Supervisory Guidelines of Listed Companies No.5 – Policy for
Registration of Insiders of Listed Companies, the Self-regulatory Supervision
Guidelines of Shenzhen Stock Exchange No.5 – Management of Information
Disclosure, and other relevant laws, regulations, regulatory documents as well as
relevant provisions of the Articles of Association of ADAMA Ltd. (hereinafter
referred to as "the AOA"), with a view to regulate the Insider Information
management of ADAMA Ltd. (hereinafter referred to as “the Company”), strengthen
the confidentiality of insider information and comply with the principle of fairness for
information disclosure.
Article 2 As the body responsible for the management of Insider Information, the
board of directors of the Company should ensure that the archives of Insiders are true,
accurate and complete. The Chairman of the Board shall be the primary responsible
person for the management of the Company's insider information. The Secretary of
the Board shall be responsible for the registration, filing and reporting of Insiders.
Both the Chairman and the Secretary of the board shall sign a written confirmation of
the truthfulness, accuracy and completeness of the Insiders' archives.
Article 3 The department of securities and legal affairs of the Company shall be
responsible for the comprehensive management, registration summarization,
disclosure and daily management of the insiders’ filing.
The heads of other departments, controlled subsidiaries and holding companies that
the Company can exert significant influence on shall be responsible for the
confidentiality of Insider Information within the scope of their management, and shall
be responsible for the reporting and transmission of Insider Information to the
Secretary of the Board and the department of securities and legal affairs.
Article 4 The Insiders stipulated by the Policy shall keep the Insider Information
confidential, and shall not disclose any Insider Information, or engage in insider
trading, or cooperate with others to manipulate the price of the trading securities.
Chapter 2 Scope of Insider Information
Article 5 The term "Insider Information" referred to in this Policy shall mean any
undisclosed information about the Company's operations or financials, or information
that could materially affect the market price of the Company's shares or derivatives
according to the Securities Law.
“Undisclosed information” means that the Company has not yet formally disclosed
such information on the Shenzhen Stock Exchange website or on media selected by
the Company that meet the requirement stipulated by CSRC.
Article 6 Insider Information referred to in the Policy includes, but is not limited to:
(I) Material changes to the Company's business strategies and scope
(II) Material investment by the Company or the purchase or sale by the Company
of significant assets, which exceed thirty percent (30%) of the total assets of the
Company within one (1) year, or the mortgage, pledge, sale or scrapping of major
assets of the Company exceeding thirty percent (30%) of such assets for business
purposes at one time.
(III) The Company signs significant contracts or provides material guarantees or
engages in related-party transactions, which may have a significant impact on the
Company's assets, liabilities, equity and operating results.
(IV) The Company incurred material debts and failed to settle major debts due to
default or incurred a large amount of liability.
(V) The suffering of material losses by the Company
(VI) Material changes in the external conditions of the Company's production
and operation.
(VII) Changes in the directors of the board or the CEO of the Company; or
inability of the Chairman or CEO to perform his/her duties.
(VIII) A substantial change to the shareholding of a shareholder who holds five
percent (5%) or more of the Company's shares, or to the shareholding proportion or
control over the company of the person in effective control, or a substantial change to
the business of the ultimate controller and other enterprises under its control which
are engaged in the same or similar business as the Company.
(IX) Decisions made by the Company to reduce capital, merge, separate, dissolve
or apply for bankruptcy; or commencement of bankruptcy proceedings by the
Company or the order of closure in accordance with the law.
(X) Material litigation or arbitration involving the Company, and resolutions of
the shareholders' meeting or the board of directors being revoked or declared invalid
in accordance with the law.
(XI) Investigation conducted against the Company due to being suspected of
crimes or imposition of any enforcement measure in accordance with the law against
any of the Company's controlling shareholders, ultimate controllers, directors, or
senior executives of the Company due to being suspected of crimes.
(XII) Any plan made by the Company to distribute dividends or increase capital.
(XIII) Material changes to the Company's shareholding structure or production
and business conditions.
(XIV) The transfer of shares held by the controlling shareholder prohibited by
the ruling of any court; five percent (5%) or more of the Company's shares held by
any shareholder being pledged, frozen, judicially auctioned, held in custody, placed in
trust, or restricted in voting rights in accordance with the law, or forced transfer of
ownership.
(XV) The Company's main or all business comes to a halt; or its main assets are
seized, sequestered, frozen, or its main bank accounts are frozen.
(XVI) The Company issues new shares and bonds, initiates equity incentive
plans, repurchases shares and undertakes major asset restructuring.
(XVII) Receiving additional income that significantly impacts the profit or loss
of the current period, which may have a material impact on the Company's assets,
liabilities, equity, or operating results.
(XVIII) The contents of the Company's periodic reports, financial statements,
performance pre-announcements, financial briefing and profitability forecast prior to
their disclosure in accordance with the law.
(XIX) Other issues prescribed by the CSRC or the Shenzhen Stock Exchange or
other important information identified to have a significant impact on the trading
price of securities.
Chapter 3 Scope of Insiders
Article 7 "Insider/s" referred to in the Policy shall mean any related personnel of the
Company, both internally and externally, who can directly or indirectly access and
obtain Insider Information before the disclosure of such Insider Information.
Article 8 The scope of the Insider referred to in the Policy includes but is not limited
to:
(I) the Company, its directors and senior executives
(II) shareholders holding 5% or more of the Company’s shares and their
directors, supervisors and senior executives
(III) the ultimate controller of the Company and its directors, supervisors and
senior executives
(IV) companies controlled by the Company or under its effective control and
their directors, supervisors and senior executives
(V) persons who have access to Insider Information about the Company
because of their positions in the Company or because of their business
dealings with the Company.
(VI) the acquirer of the Company or the trading party to a major asset
transaction and its controlling shareholder, the person in ultimate control,
directors, supervisors and senior executives
(VII) relevant personnel of securities trading venues, securities companies,
securities registration and settlement institutions and other service
institutions who have access to Insider Information because of their
positions and work
(VIII) staff of the securities supervision and administration authorities who can
obtain Insider Information because of their positions and work
(IX) staff of relevant competent authorities and regulatory bodies who can
obtain Insider Information because of their statutory duties to manage the
issuance and trading of securities, the Company and its acquisitions and
major asset transactions
(X) other personnel who are aware of the Company's relevant Insider
Information due to the existence of relatives or business relations with any
of the natural persons specified in previous items
(XI) other persons who can obtain Insider Information as stipulated by the
CSRC.
Chapter 4 Confidentiality Management of Insider Information
Article 9 Prior to the formal disclosure of insider information, the directors of the
board, senior executives and relevant personnel shall keep the number of persons who
are aware of such information to the minimum necessary, and shall properly keep the
insider information and ensure its confidentiality.
Article 10 Wherever the Company is required to provide undisclosed information to
any other entities or individuals, it shall report to the department of securities and
legal affairs for record before doing so, and should confirm that a confidentiality
agreement has already been signed with them, or that they have been formally
notified of their confidentiality obligations in writing.
Article 11 Before the public disclosure of Insider Information in accordance with the
law, the controlling shareholder or ultimate controller of the Company shall not abuse
its rights as a shareholder or dominant position to require the Company and its
directors and senior executives to provide Insider Information.
Article 12 The Insiders shall have the obligation of confidentiality. Before the
disclosure of the Insider information in accordance with the law, the Insiders shall not
leak, report or transmit the content of any Insider Information to the outside world, or
spread it out in any form.
Article 13 Relevant departments or related personnel frequently engaged in work
related to Insider Information should have a relatively independent and separate office
space and equipment in the premise that such arrangement is the interests of
confidentiality of Insider Information and facilitate the work.
Chapter 5 Trading Restrictions over Insiders
Article 14 Persons aware of insider information shall not, prior to the lawful
disclosure of such information, trade in the Company's shares or advise others to do
so on the basis of that information, nor shall they use such information to seek profit
for themselves, their relatives, or any other person.
Article 15 Persons with access to the Company's undisclosed financial information
shall not trade in its shares within fifteen days prior to the announcement of the
annual and half-yearly reports, nor within five days prior to the announcement of the
quarterly report, performance pre-announcement and briefings .
Article 16 Persons with access to material non-republic information concerning the
Company shall not trade in its shares from the date on which such material non-public
events arise or are in the decision-making process until the date of its formal
disclosure in accordance with the law.
Article 17 Before trading in the Company's shares and derivatives, a person with
access to Insider Information shall consult the Secretary of the Board of directors. The
Secretary of the Board of directors shall verify the progress of the Company's
information disclosure and material matters, etc. If such trading may be inappropriate,
the Secretary of the Board of directors shall promptly notify the Insider who intends
to make the trading and alert the relevant risks.
Article 18 Relevant persons shall declare the following to the responsible person of
each department, entity and the Secretary of the Board of directors of the Company
within two trading days if they buy or sell shares and derivatives of the Company
during the period when they are the Insider of some certain information.
(I) The number of shares held before this change.
(II) The date, quantity and price of the current share change.
(III) The number of shares held after the change.
(IV) Other explanations required by the Company, such as a statement that no
Insider trading is involved.
Article 19 The management of the shares of the Company held by its directors and
senior executives and the changes thereof shall be governed by the Rules Governing
the Shares of Listed Companies Held by their Directors and Senior Executives and the
Corresponding Changes.
Chapter 6 Registration and Filing of Insiders
Article 20 Prior to the public disclosure of Insider Information pursuant to law, the
Company shall fill in the archives on persons privy to Insider Information (as attached
in Annex 1) in accordance with the regulations. It shall promptly record the list of
insiders at each stage, including deliberation and planning, consultation and
assessment, and contract execution as well as during key procedures such as reporting,
transmission, compilation, resolution, and disclosure. It shall also document the time,
location, basis, method, and content of their knowledge of the insider information.
Insider information knowers shall confirm the relevant records.
Article 21 The Insider files should include but are not limited to the name, position,
ID card number, employer, contents of the Insider Information, the access, manner,
time and place in which the Insider Information became known, registration time,
etc..
Article 22 When the Company carries out major asset restructuring, high proportion
of shares transferred, equity changes that lead to the change in the ultimate controller
or the largest shareholder, tender offer, issuance of securities, merger, division,
spin-off listing, share repurchase, annual report and semi-annual report, equity
incentive draft and employee holding plan and other material matters that may have a
material impact on the trading price of the Company's shares and their derivatives as
required by the CSRC or Shenzhen Stock Exchange, the Insider file shall be made and
submitted to Shenzhen Stock Exchange, and a memorandum on the progress of
material events shall be made (see Annex 2). The contents of the memorandum
include but are not limited to the time of each key point in the planning and
decision-making process, the list of participants in the planning and decision-making
process, the way of planning and decision-making, etc. The Company shall urge the
personnel relevant to the memorandum to sign and confirm. The Company's
shareholders, ultimate controllers and their related parties and other relevant entities
shall cooperate in the preparation of the memorandum.
Article 23The Company shall timely supplement and improve the archives on persons
privy to Insider Information and the information contained in the memorandum on the
progress of material events. The Insider archives and the memorandum on the
progress of material events shall be kept for at least 10 years as of the date of
recording (including supplementation and improvement).
Article 24 The Company shall, within five trading days after the Insider Information
is publicly disclosed according to law, submit the Insider archives and the
memorandum on the progress of material events to the Shenzhen Stock Exchange.
Where any material change occurs to the relevant matters after the disclosure of
material events by the Company, it shall timely supplement and submit the Insider
archives and the memorandum on the progress of material events. Where abnormal
fluctuations have already occurred in the trading of the Company’s shares and
derivatives prior to the disclosure of any material event, the Company shall submit the
relevant insider information records to the Shenzhen Stock Exchange.
Article 25 The directors, senior executives and the heads of the departments, branches
(subsidiaries) and holding companies that can exert material influence shall actively
cooperate with the Company in registering and filing of the Insider and timely inform
the Secretary of the Board of the Insider status and the changes of the relevant
Insiders.
Article 26 The shareholders, ultimate controllers and their related parties, acquirers,
counterparties, other parties related to the Company who may have material influence
on the price of its securities trading, securities companies, accounting firms, law firms
and other agency staff who knows Insider information shall actively cooperate with
the Company in the filing of Insiders, and promptly keep it posted about the Insider
who is aware of the occurrence or proposed occurrence of any material event of the
Company as well as the changes of the Insider concerned.
Article 27 Where the Company needs to submit information to the relevant
administrative authority on a regular basis according to the requirements of relevant
laws, regulations and policies before disclosure, it may, provided that there is no
major change in the competent authority or contents, be deemed as the same Insider
Information, and the name of the administrative authority shall be recorded in the
same form, and the time of submission shall be recorded on an ongoing basis. Except
for the aforesaid circumstances, when the Insider Information is circulated to the
administrative authority, the Company shall, on the basis of one entry for one event,
record in the Insider archives the name of the administrative authority, the reason for
access to the Insider Information and the time when the Insider Information is known.
Chapter 7 Accountability
Article 28 The Company shall, in accordance with the provisions of the CSRC and
Shenzhen Stock Exchange, conduct self-inspection on the trading of its securities by
persons privy to Insider Information. If the Company discovers that a person privy to
Insider Information has conducted insider trading, divulged any Insider Information
or suggested any other person to conduct trading, it shall verify and pursue
accountability of the relevant persons according to the Policy. Then within two
trading days it shall report the relevant information and the handling results to the
Hubei Securities Regulatory Bureau and the Shenzhen Stock Exchange and disclose
to the public accordingly
Article 29 If any employee of the Company who leaks the Insider Information to the
public or uses the Insider Information for insider trading or advises others to use the
Insider Information for trading, etc., causes serious impact or loss to the Company, the
board of directors shall, in accordance with the severity of the circumstances and the
loss and impact caused, give criticism, warning, demerit, demotion of salary,
probation, dismissal of employment contract, confiscation of illegal income, etc. to
the relevant responsible personnel and require appropriate compensation accordingly.
The sanctions imposed by the CSRC, the Shenzhen Stock Exchange and other
regulatory authorities shall not affect the sanctions imposed by the Company on them.
Article 30 The company has the right to pursue the responsibility of shareholders
holding 5% or more of its total shares and its ultimate controller who violate this
Rules, disclose the information without authorization and cause losses to the
Company.
Article 31 If the sponsors, securities service institutions and their relevant personnel
who produce and issue special documents such as securities issue sponsorship, audit
report, asset evaluation report, legal opinion, financial advisory report and credit
rating report for the Company's material projects, and the relevant entities and
personnel participating in the consultation, planning and demonstration of the
Company's major projects disclose the information without authorization in violation
of the Policy, the Company may, depending on the severity of the circumstances,
cancel or terminate contracts and it has the right to hold them accountable for any loss
caused to itself.
Article 32 If the Insider violates the provisions of this Policy for insider trading or
other illegal activities and is punished by the Company, administrative or judicial
institutions, the Company will report the results of the punishment to Hubei Securities
Regulatory Bureau and Shenzhen Stock Exchange for the record and at the same time
make an announcement on the Company's designated information disclosure media.
Article 33 Any Insider, who violates the relevant national laws and regulations as well
as the provisions of the Policy, uses Insider Information to manipulate the share price,
causes serious consequences and constitutes a crime, will be transferred to the judicial
authorities, and the criminal responsibility will be investigated according to law.
Chapter 8 Supplementary Provisions
Article 34 Any matters not covered by the Policy shall be executed in accordance with
the relevant laws, regulations, regulatory documents, the AOA and other relevant
provisions.
Article 35 The Policy shall be formulated, interpreted and amended by the Board of
Directors of the Company.
Article 36 The Policy shall be effective from the date of review and approval by the
Board of Directors, replacing the "Management Rules for Registration of Insider"
passed at the Ninth meeting of the Ninth session of the board of directors.
Board of Directors of ADAMA Ltd.
December 22nd, 2025
Annexes.
Annex 1: Insiders Archives
Securities Code: Abbreviation: Insider Information Item:
N Na Natio Types Certif Shareh Mo Add Affili Relat Posit Rel Type Time Place Way Conte At Regist Regis
o. me nality of icate olders’ bile ress ated ions ions ated s of to to to nts of Which ration tered
of Certifi No. Code Entit with Pers Relat Know Know Know Inside Period Time by
Insi cates y the on ions the the the r to
der Liste Inside Inside Inside Infor Know
d r r r matio Inside
Com Infor Infor Infor n r
pany matio matio matio Infor
n n n matio
n
Abbreviated Name of the Company:
Securities Code of the Company:
Signature of the Legal Representative:
Stamp of the Company:
Note: 1. The insider information matters should be kept in the way that one matter forms up one piece of record, that is, each insider file only
involves one matter of insider information and different insider information matters involved in the file should be recorded separately.
internal company report, transmission, preparation, resolution, etc., should be recorded.
the name of the original registrant in the summary form.
Annex 2
Memorandum on the Progress of Material Events
Abbreviation of the Company:
Securities Code:
Overview of the Relevant Material Event:
Contents of
Manner of Participatin
Discussion
Plannin Tim Locatio Planning and g Institution Signatur
s and
g Stage e n Decision-makin and e
Resolution
g Personnel
s
Note: All relevant personnel should sign to confirm the process memorandum of the
material event.
Signature of the Legal Representative:
Stamp of the Company:
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