ADAMA Ltd.Work Rules of the President and Chief Executive Officer
（March 2023）
Chapter 1 General Provisions
Article 1 In order to improve the corporate governance structure, standardize theinternal operation, clarify the duties of the President and Chief Executive Officer(“thePresident and CEO”), facilitate the exercise of his or her powers, ensure the correctness,reasonableness and efficiency of the major business decisions of the Company, andpromote the stable and healthy development of the Company, these work rules areformulated in accordance with the Company Law of the People's Republic of China, theSecurities Law of the People's Republic of China and the Articles of Association ofADAMA Ltd. (hereinafter abbreviated as “Articles of Association” and “the Company”)and other relevant regulations, as well as the actual situation of the Company.Article 2 The President and CEO shall comply with the relevant laws, regulations,regulatory documents, the Articles of Association, the Management Measures for theDelegation of Certain Powers of the Board of Directors to the Chief Executive Officer ofADAMA Ltd. and the provisions of these rules when performing his or her duties.Article 3 The Company has one President and CEO who is subject to appointmentor dismissal by the Board of Directors. The President and CEO is accountable to andreports to the Board of Directors on the performance of his or her performance.
Chapter 2 Duties and Responsibilities of the President and CEO
Article 4 The President and CEO shall perform the following duties:
(1) The President and CEO shall be accountable to the Board of Directors, besubject to the supervision of the Board of Directors and the Supervisory Board, andshall truthfully provide relevant information to the Board of Directors and theSupervisory Board in response to their inquiries; provide the Board of Directors and theSupervisory Board with timely, complete and accurate information regarding theCompany's operating performance, important transactions and contracts, the Company's
financial condition and business forecast, etc., so that the Board of Directors can makescientific decisions and the Supervisory Board can fulfil its duties;
(2) To safeguard the property rights of the Company, ensure the preservation andappreciation of the assets, and properly handle the interests of shareholders, theCompany and employees;
(3) Strictly abide by the Articles of Association and the resolutions of the Board ofDirectors, report regularly to the Board of Directors and take its suggestions; not tochange the resolutions of the Board of Directors and not to exceed the scope ofauthorization to exercise its powers;
(4) Organize the Company's efforts in all aspects, implement the work tasks andvarious business KPIs determined by the Board of Directors, promote a provenincentive and restraint mechanism, and ensure the completion of the work tasks andperformance indicators;
(5) To analyze and study market information and continuously strengthen themarket resilience and competitiveness of the enterprise;
(6) Organize and implement scientific and standardized quality managementsystem, promote the technological progress of the Company and the modernmanagement of the Company, improve economic efficiency and enhance the self-development ability of the enterprise.
Article 5 The President and CEO shall be responsible to the Board of Directors,and exercise the following functions and powers:
(1) Presiding over the production, operation and management of the Company andits subsidiaries, organizing the implementation of the resolutions adopted by the Boardof Directors and reporting work to the Board of Directors;
(2) Organizing the implementation of annual business plans, debt and investmentsplan of the Company;
(3) Drafting plans for establishment of the Company's internal managementorganizations;
(4) Signing documents which shall be signed by the legal representative of theCompany and executing the functions and powers of the legal representative;
(5) Drafting the basic management system of the Company;
(6) Formulating the specific rules and regulations of the Company;
(7) Proposing for the Board of Directors to appoint or dismiss the Chief FinancialOfficer and General Legal Counsel of the Company;
(8) Deciding on the appointment or dismissal of other management personnelother than those who shall be appointed or dismissed by the Board of Directors;
(9) Deciding on the senior executives dispatched by the Company to thecontrolled subsidiaries and non-controlled subsidiaries of the Company;
(10) Proposing for convening an interim meeting of the Board of Directors;
(11) Advancing proposals to the meeting of the Board of Directors;
(12) Approving transactions of the Company that do not meet the criteria forsubmission to the Board of Directors for approval as set out in Article 110 of theArticles of Association; and
(13) Other functions and powers conferred by the Articles of Association or theBoard of Directors.
The President and CEO shall sit on the meeting of the Board of Directors.
Article 6 In accordance with the operational needs of the Company, the Board ofDirectors shall delegate its authority to decide on some matters to the President and CEOwithin the scope of its own authorities, subject to the provisions of the “ManagementMeasures for the Delegation of Certain Powers of the Board of Directors to the ChiefExecutive Officer of ADAMA Ltd.”. The President and CEO shall make decisions inaccordance with the provisions of Chapter 3 of these Rules after study and discussion atthe Working Conference of the President and CEO, with the minutes of the workingconference signed by the President and CEO as proof of exercise of authority.
Article 7 If the President and CEO intends to sub-delegate the authorized matterslisted in the “Management Measures for the Delegation of Certain Powers of the Boardof Directors to the Chief Executive Officer of ADAMA Ltd.” due to business needs,he/she shall report to the Board of Directors the specific reasons, objects, contents andtime limits, and then perform the relevant prescribed procedures after being approval bythe Board of Directors. If the authorized matters listed in the “Management Measures
for the Delegation of Certain Powers of the Board of Directors to the Chief ExecutiveOfficer of ADAMA Ltd." are changed or terminated, the sub-delegation shall be changedor terminated accordingly.
In respect of the above-mentioned sub-delegation approved by the Board ofDirectors, the authorized person to whom the authorized matters have been sub-delegated shall determine the scope of participants, convene meetings and conductcollective studies and discussions before making decisions, and the minutes of themeeting signed by such authorized person shall be used as proof of exercise of authority.The President and CEO shall be responsible for the decisions of the authorized person.
Chapter 3 Working Conference System of the President and CEO
Article 8 As a management meeting, the working conference of the President andCEO is convened to minimize the risk of business decisions through collectivedeliberation on the delegated powers by the Board or major matters concerning theoperation, management and development of the Company in the course of businessmanagement.
Article 9 The working conference shall consist of the President and CEO, theChief Financial Officer, and the General Legal Counsel. The President and CEO mayinvite other leaders of difference areas or department to attend the meeting when he/shedeems necessary.
Article 10 The working conference shall be convened and chaired by thePresident and CEO. The supporting body for the conference shall be the office of thePresident.
The working conference can be held on site, by video, by phones, etc., and mayalso be held on site and in other ways simultaneously.
Article 11 Principles of proceedings of the working conference of the Presidentand CEO are:
The working conference will study the issues included in the meeting scheduleitem by item, and all participants have the right to fully express their opinions, and thePresident and CEO will make decisions.
Article 12 The President and CEO may decide the time, frequency and manner of
convening the working conference in accordance with the business needs and proposals.The working conference shall be convened within two working days in any of thefollowing cases:
(1)When proposed by the chairman of the Board of Directors;
(2) When the President and CEO deems necessary;
(3) When there are important business matters that must be decided immediately;
(4) When a sudden event occurs.
Article 13 The proceedings of the working conference shall be as follows:
(1) The President's Office shall collect the topics to be listed in the meetingschedule and submit them to the working conference of the President and CEO for studyand discussion after confirmation by the President and CEO.
(2) The President's Office shall regulate the pre-meeting procedures and beresponsible for making arrangements to determine the time and order of topics for theworking conference and notify all participants and attendees of the main matters such astime, place and topics within two working days in advance.
(3) After the President and CEO's working conference has deliberated, for majormatters that should be submitted to the Board of Directors or the General Meeting ofShareholders for discussion and approval, a proposal will be formed and reported.
(4) With the consent of the President and CEO, temporary or urgent major matters,if there is any, may be raised, discussed and resolved directly by the participants at theconference.Article 14 The minutes of the working conference of the President and CEO shallbe kept as the Company's archives. The minutes shall include, inter alia:
(1) The date, place and the presiding person of the conference;
(2) The names and titles of the participants;
(3) The agenda;
(4) The key points of remarks of the participants;
(5) Decisions made by the President and CEO.
Chapter 4 Supplementary Provisions
Article 15 Any matters not covered by these Rules shall be handled in accordancewith the relevant laws, regulations, regulatory documents of the State and the relevantprovisions of the Articles of Association as stated in Article 1; if these Rules are inconflict with the laws and regulations promulgated by the State or the Articles ofAssociation amended by legal procedures in the future, the enforcement shall be inaccordance with the relevant laws and regulations of the State and the Articles ofAssociation.
Article 16 These Rules shall take effect from the date of consideration andapproval by the Board of Directors.
Article 17 These Rules shall be interpreted by the Board of Directors of theCompany.
ADAMA Ltd.