Remuneration Policy for ADAMA Ltd.
Chapter I General Principles
Article 1 In order to further improve the remuneration management system of ADMA Ltd.
(hereinafter referred to as "the Company"), and promote sustained, healthy, and high-
quality development of the Company, the Policy is formulated in accordance with the
Company Law of the People's Republic of China, the Code of Corporate Governance for
Listed Companies, and other relevant laws and regulations, as well as the Articles of
Association of the Company, and based on the actual situation of the Company.
Article 2 The Policy aims to establish and improve the remuneration determination and
growth mechanism of the Company, that is compatible with the labor market and linked to
the business status of the Company, to enhance vitality and competitiveness and to facilitate
high-quality development of the Company.
The Policy also aims to assist in attracting and retaining “highly qualified” senior
executives and directors with expertise and experience in a global and competitive market
(in which, in some cases, the demand for quality senior executives exceeds the supply)
who will promote the objectives of the Company, its business and work plan, its goals and
its long-term policy. Create appropriate incentives for senior executives of the Company
structured to motivate them to create long-term shareholder value and achieve interim
milestones by means of rewarding entitled senior executives according to their functions,
areas of responsibility, efforts and contribution to the development of the Company's
business, promotion of its goals, and increasing its profits in the short and long term
(including as a part of the Group, as defined hereunder).
Article 3 Remuneration management should follow the following principles:
be compliant, have continuity and uphold fair distribution. It should combine total budget
management and process management.
resources should play a leading role to guide subsidiaries at all levels to continuously
explore innovation, carry out differentiated incentives, and stimulate the vitality of
workforce.
remuneration structure and distribution and make remuneration distribution more scientific
and reasonable, through regular market benchmarking.
Chapter 2 Organizations and Responsibilities
Article 4 The Shareholders’ Meeting is responsible for approving the remuneration
plan for the Company’s directors.
The Board of Directors (hereinafter referred to as "the BOD") is responsible for
approving the annual remuneration budget of the Company and the remuneration plan of
senior executives.
Article 5 The Remuneration and Evaluation Committee of the BOD (hereinafter
referred to as "the Remuneration Committee") is responsible for formulating the
remuneration plans for the Company's directors and senior executives, specifying the basis
and the components of remuneration.
Article 6 Global Human Resources (HR) Department undertakes the following
responsibilities,
plans and headcount movements and report it to the Financial Department.
and guide use of the budget.
Policy.
Article 7 HR Departments of subsidiaries are responsible for remuneration budget
management and implementation of the subsidiary and for formulating the subsidiary’s
remuneration adjustment plans and submitting them to the Global HR Department for
review.
Chapter 3 Remuneration Budget and Utilization Management
Article 8 The Company should prepare, effectively control and supervise annual
remuneration budget according to HR management requirements.
Article 9 The Company should formulate remuneration budgets following superior
organization’s budget guidelines and properly plan remuneration utilization for the next
year. A remuneration growth mechanism that is compatible with the labor market and the
business status of the Company should be established to fully mobilize employees. The
Company should continuously optimize the labor cost efficiency and continuously enhance
the vitality of the Company.
Article 10 Preparation of remuneration budget by Company's headquarters and subsidiaries
should follow the guidelines for remuneration budgeting process approved by their superior
organizations.
Article 11 All subsidiaries of the Company should strictly control the use of remuneration
within the budget.
Article 12 Each subsidiary should carry out routine salary distribution, annual bonus
payment, salary adjustment and other salary distribution in accordance with the relevant
policy guidelines issued by the HR Department of the Company, which can only be cashed
after completing the approval process in accordance with the relevant approval procedures.
Article 13 If the remuneration budget of a subsidiary needs to be adjusted, it shall follow
the relevant policy guidelines issued by the HR department, and needs to be approved
separately and be re-submitted to the HR department for review. The HR department
should report the adjusted and approved budget to the Finance Department to adjust the
Company's overall budget in a timely manner after approval by the President and CEO of
the Company.
Article 14 During distribution of remuneration, backbone teams and staff of excellent
performance should be properly prioritized with resources, so that the outstanding
performance can get higher returns.
Article 15 The Company should monitor actual payments of remuneration of subsidiaries.
Subsidiaries should utilize remuneration budget and estimate annual remuneration usage
based on their annual remuneration usage plan and the Company’s annual performance
estimation.
Chapter 4 Remuneration Plans of Directors and Senior Executives
Article 16 Remuneration Plan of Directors
A non-independent director who holds a management position in the Company and/or any
of its subsidiaries, shall only receive the remuneration set for such position based on
performance assessment results for the management position and will not be entitled to any
remuneration for serving as a director.
The Company should grant appropriate allowances to independent directors, and the criteria
for such allowances should be approved by the Shareholders' Meeting. In addition to the
aforesaid allowances, the independent directors should not obtain additional benefits from
the Company and its major shareholders, actual controllers or interested organizations and
persons.
Article 17 Remuneration Plan of Senior Executives
Remuneration Comparison Group - In light of the character, volume and
uniqueness of the Company's operations in the global market, and the special challenge
stemming from the fact that the Company's competitors are multinational companies
operating in the global market and competing or likely to compete with the Company in the
hiring of senior executives, and in order to create a balance between the appropriate
incentives for the senior executives in the Company and the risk involved in its operations,
comparison of the remuneration of a senior executive will as a rule relate as much as
possible to the remuneration of senior executives in companies operating in the area of
business of the Company and/or in other companies in the global market with similar sales
volume to that of the Company.
Total Remuneration Positioning - As is generally accepted in other global
companies, the remuneration package for a senior executive should be evaluated on the
total annual cost of the remuneration paid to such senior executive rather than solely on the
annual cost of each individual remuneration component. In general, the Company should
examine the overall level of compensation proposed for a senior executive in the Company
compared to the overall compensation packages of senior executives in as similar positions,
to the extent possible based on the comparator sample, to the position of the relevant senior
executive in the Comparator Group. The variable compensation component should be
structured to provide higher actual compensation for higher levels of performance and
actual compensation below target compensation for lower levels of performance.
Remuneration Mix— The terms of remuneration for the senior executives in the
Company are based on all or some of the following components:
(i) base salary/consultancy fees component;
(ii) variable components - medium and short-term incentives which shall include annual
bonuses based on results and contingent upon targets. In addition, the Company may
determine, as approved by the BOD, that any senior executive will be paid annual bonuses,
taking into account an assessment of the contribution of such senior executive to the
Company and, based on the relevant subsidiary performance and/or the performance of the
Group (where applicable). Furthermore, the Company can from time to time grant special
bonuses to senior executives in addition to the annual bonus, in light of a special
contribution to the Company and the attainment of its goals as well as other goals which
will be set in the future framework of collaborations between the Company and members of
the ultimate controlling shareholder (the “Group”) intended to maximize the Group’s profit
for each party and as a whole.
(iii) long term incentives - Share-based cash reward and/or other long-term incentive in the
form of cash including long term incentives based on the performance of the Company's
shares (such as phantom cash incentives) and/or based on the relevant subsidiary
performance and/or the performance of the Group (where applicable), (subject to the
existence of valid long-term incentive plans in the Company or in the relevant subsidiary
and insofar as a decision is made to grant such a reward in the Company or the relevant
subsidiary or the Group).
The proportion of performance-based remuneration at target should, in principle, be no less
than 50% of the aggregate amount of base salary and performance-based remuneration.
Article 18 Directors and senior executives are entitled to benefit from an insurance
arrangement as part of a D&O insurance, including "claims made" type insurance, "Run-
Off" type insurance, "POSI" type insurance, or any other insurance coverage which shall
apply to the Company's directors and senior executives. Further, the directors and senior
executives in the Company are entitled to benefit from an indemnification and exemption
arrangement.
Article 19 In the course of the operation between the Company and its subsidiary
Adama Agricultural Solutions Ltd (“Solutions”), certain of the Company’s senior
executives are currently serving as global management of Solutions at the same time.
The Company may enter into certain intergroup expenses allocation arrangement
with its subsidiaries whereof the Company may pay certain service fees to Solutions by
taking into reasonable consideration the actual time, resources and services contributed by
such management personnel to the Company.
Chapter 5 Performance Evaluation of Directors and Senior Executives
Article 20 Performance evaluation of directors and senior executives should be
organized by the Remuneration Committee.
Evaluation of independent directors' performance is conducted through various
methods, including self-evaluation and mutual evaluation. Independent directors don’t
participate in the Company’s internal remuneration-related performance evaluation.
Article 21 Performance Measures and Goal-Setting—Performance-based
remuneration and medium- and long-term incentives of senior executives should be based
primarily on performance evaluation. Long-term performance criteria of senior executives
will be aligned with sustainable shareholder value creation in the long term. Annual
performance goals will be based on the Company’s approved business plan. For all
incentive plans, actual payouts should be superior to target when expectations are exceeded,
and should be below target when actual performance falls short of objectives.
Article 22 Emphasis Organizational Linkage—The primary determinant of executive
long-term incentive remuneration will be performance at corporate level, while annual
executive incentives will emphasize both performance at corporate level and line of sight
through the granularity of performance metrics and individual performance objectives.
Chapter 6 Remuneration Payment and Clawback of Directors and Senior
Executives
Article 23 Base salaries of senior executives are paid monthly. The performance-
based remuneration should be paid after the Company’s annual report is disclosed and
performance evaluation is conducted.
Article 24 If the Company restates its financial statements retrospectively due to financial
fraud, it should reassess the performance-based remuneration and medium- and long-term
incentives of its directors and senior executives and claim back the excessively paid
portions accordingly.
Article 25 Where directors or senior executives of the Company breach their obligations
and cause losses to the Company, or are responsible for illegal or incompliant conducts
such as financial fraud, misappropriation of funds, or incompliant provision of guarantees,
the Company should, depending on the seriousness of the circumstances, reduce or cease
payment of unpaid performance-based remuneration and medium- and long-term incentives,
and should fully or partially claim back the performance-based remuneration and medium-
and long-term incentives already paid during the period in which the relevant conduct
occurred.
Chapter 7 Supplementary
Article 26 For avoidance of doubt, the senior executives refer to the President and
Chief Executive Officer, the Chief Financial Officer, and the Board Secretary who are
designated as part of the global management team.
Article 27 The Policy shall come into effect from the date of its approval by the
Shareholders' Meeting. The Remuneration Policy for Senior Executives of ADAMA Ltd. as
approved by the 11th Meeting of the Eighth BOD, the Remuneration Plan for Non-
independent Directors as approved by the 21st Meeting of the Eighth BOD and the Salary
Management Measures as approved by the 29th Meeting of the Ninth BOD should be
repealed.
Article 28 The interpretation of the Policy shall be the responsibility of the BOD.
ADAMA Ltd. Board of Directors
June 5, 2026
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