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安道麦B:2025年度内部控制评价报告(英文版)

深圳证券交易所 03-28 00:00 查看全文

ADAMA Ltd.Assessment Report on Internal Control for 2025

All Shareholders of ADAMA Ltd.:

We evaluated the effectiveness of the internal control for the Company as of December

31 2025 (the base date of the internal control assessment report) in accordance with the "Basic

Standards for Enterprise Internal Control" its supporting guidelines and other internal control

regulatory requirements (hereinafter referred as the internal control system of enterprises) while

taking into consideration the internal control mechanism and assessment methods of our

Company (hereinafter referred to as “ADAMA” or the “Company") and also on the basis of dailyand special supervision.I. Important Statement

In accordance with the internal control system of enterprises the board of directors of a

company holds the responsibility to establish and improve the internal control evaluate its

effectiveness and truthfully disclose the corresponding assessment report. The board of

supervisors of a company supervises the establishment and implementation of the internal

control by the board of directors. The management team is responsible for initiating and

organizing daily activities of the enterprise internal control. The board of directors board of

supervisors and all members thereof including directors and supervisors as well as the senior

management of the company confirm that the report is true accurate and complete does not

contain any misleading statements or material omissions and assume joint and several legal

liability arising therefrom.The goal of the internal control is to ensure that the business management of a company is

legitimate and compliant the company’s assets are secured and that its financial reporting and

related reported information are true and complete. It is also aimed at improving operational

efficiency and effectiveness and promoting the realization of development strategies. Due to the

inherent limitations of an internal control it can only provide reasonable assurance to achieve

those objectives mentioned above. Moreover changes in circumstances may cause the internal

control to be inappropriate or reduce compliance with policies and procedures. Therefore there

is a risk in speculating the effectiveness of future internal controls based on these assessment

results.II. Conclusion of the Internal Control Assessment

1. Does the company have a material deficiency in the internal control of the financial

reporting on the base date of the internal control assessment report

□ Yes √ No

2. Assessment conclusion of internal control over financial reporting

√ Valid □ Invalid

According to the internal control's criteria for identification of material deficiencies in the

internal control over financial reporting there is no such deficiency as of the base date of

the internal control assessment report. The board of directors of the Company believes

that the Company has managed an effective internal control of its financial report in all

major aspects in accordance with the requirements of the internal control system and

related regulations.

3. Whether there is any material deficiency in the internal control over non-financial

reporting

□ Yes √ No

According to the internal control's criteria for identification of material deficiencies in the

internal control related to non-financial reporting of the Company no such deficiency

was found on the base date of the assessment report.

4. Factors affecting the effectiveness of the assessment conclusion as of the base date until

the issuance date of the assessment report of the internal control

□ Applicable √ Not Applicable

There are no factors affecting the effectiveness of the assessment conclusion as of the

base date until the issuance date of the assessment report of the internal control.

5. Whether the audit opinion for the internal control is consistent with the effectiveness

assessment conclusion on the internal control over financial reporting

√ Yes □ No

6. Whether the disclosure regarding material deficiencies in the internal control audit report

is consistent with that of the assessment report of the company’s internal control

√ Yes □ NoIII. Assessment of Internal Control

(I) Scope of Internal Control Assessment

The Company confirms the main units businesses items and highly risky areas to be

included in the assessment scope according to the risk-oriented principle.

1. Main Units within the Assessment Scope include:

Major subsidiaries for the manufacturing formulation R&D and marketing.

2. Proportion of units within the assessment scope

Index Proportion (%)

Total Assets of Units within the Assessment Scope Compared to Total Assets

in the Consolidated Statements of the Company 71.4

Total Operating Income of Units within the Assessment Scope Compared to

Total Operating Income in the Consolidated Statements of the Company 71.1

3. Major businesses and items within the assessment scope

Financial Reporting ITGC Sales Assets Payroll Purchase Inventory Treasury Entity-

level controls Comprehensive Budget Research and Development Related Parties

Contract management.

4. Highly risky areas of major concern include:

Sales Assets Purchase Treasury (including derivatives)

5. The above-mentioned units businesses items and highly risky areas within the assessment scope

cover the main aspects of the company's operation and management. Is there any material

omission

□ Yes √ No

6. Is there a statutory waiver

□ Yes √ No

7. Other Matters

None

(II) Work Basis of the internal control assessment and the identification standards of deficiencies

The Company conducted the internal control evaluation based on the requirements of the

internal control system and relevant external supervision regulations.

1. Whether there is any adjustment of the specific criteria for defining the internal control

deficiency compared to previous years

□ Yes √ No2. Identification criteria for a deficiency in the internal control of the financial report

The quantitative criteria for deficiency assessment in the internal control of the financial reports as

was determined by the Company are as follows:

Index Quantitative Criteria for Quantitative Criteria for a Quantitative Criteria

a Material Deficiency Significant Deficiency for a General

Deficiency

Misstatement The misstatement in The misstatement in financial Resulting in other

in Financial financial report relates report relates to an amount that misstatement related

Report to an amount that is is greater than or equal to amounts.greater than or equal to RMB 50 million but less than

RMB 100 million. RMB 100 million.The qualitative criteria for deficiency assessment in the internal control of the financial reports as was

determined by the Company are as follows:

Classification Qualitative Criteria

by Features

Material Resulting in an adverse opinion or disclaimer of opinion by the external

Deficiency auditor on the Company’s financial statements; or resulting in a material

correction of the Company’s publicly announced financial statements.Significant Resulting in a qualified opinion by the external auditor on the Company’s

Deficiency financial statements; or resulting in an adverse opinion or disclaimer of

opinion by the external auditor on the Company’s material subsidiaries’ (i.e.Solutions) financial statements; or resulting in a significant correction of the

Company’s material subsidiaries’ (i.e. Solutions) publicly announced

financial statements. In addition where no internal control or no relevant

compensation control is established or implemented for the accounting

treatment for unusual or special transactions.General Resulting in an unqualified opinion with an explanatory paragraph by the

Deficiency external auditor on the Company’s financial statements; or resulting in a

qualified opinion or unqualified opinion with an explanatory paragraph by

the external auditor on the Company’s subsidiaries’ financial statements.

3. Identification criteria for a deficiency in the internal control over non-financial reporting

The quantitative criteria for a deficiency assessment in the internal control over non-financial

reporting as was determined by the Company are as follows:

Index Quantitative Criteria of Quantitative Criteria of Quantitative Criteria of

Material Deficiency Significant Deficiency General Deficiency

Asset Loss Asset Loss≥ RMB 150 RMB 80 million≤ Asset Asset Loss < 80 million

million Loss < 150 million RMB RMB

The qualitative criteria for a deficiency assessment in the internal control over non-financial

reporting as was determined by the Company are as follows:Classification Qualitative Criteria

by Features

Material 1) Fraud committed in the Company by any of its directors supervisors and

Deficiency senior management personnel;

2) The Company materially violates material laws and regulations resulting

in a material effect on the Company's business;

3) Material design deficiencies in the Company's relevant management

system;

4) The Company materially violates the decision-making process thereby

causing a material negative impact on the Company's business (generally

related to matters that need to be approved by the shareholders meeting or

the board of directors).

5) Material impact to the Company’s reputation.

Significant 1) Significant fraud committed by any department head of the Company;

Deficiency 2) Significant fraud committed by a head of any of the Company’s material

subsidiaries;

3) The Company violates significant laws and regulations resulting in

significant fines as well as a significant effect on the Company's business ;

4) Significant design deficiencies found in the Company's relevant

management system; Material design deficiencies are found in the relevant

management systems of subsidiaries;

5) The Company violates material decision-making procedures resulting in a

significant effect on the Company's business (generally referred to matters

subject to senior management's decision);

6) Material Subsidiaries violate decision-making process thereby causing a

significant negative impact on the Company's business (generally referred

to matters that need to be decided by the shareholders’ meeting or the

board of directors).

7) Significant impact to the Company’s reputation.

General 1) Fraud committed by any other personnel in the Company;

Deficiency 2) Fraud committed by any other personnel in material subsidiaries;

3) The Company materially violates material internal regulations or non-

materially violates material laws and regulations resulting in negative

feedback from regulatory authorities;

4) There are other violations of laws and regulations or internal regulations

found in material subsidiaries.

5) There are general design deficiencies in the relevant management system

of the Company; other design deficiencies exist in the relevant

management system of the material subsidiaries;

6) The Company violates the decision-making process resulting in a negative

impact on the Company's business;

7) Material Subsidiaries violate decision-making process resulting in a

negative impact on the Company's business.(III) Identification and rectification of internal control deficiencies

1. Identification and remediation of deficiencies included in the internal control deficiencies on the

financial reporting

1.1. Material Deficiency

Whether the company has a material deficiency in the internal control of the financial reporting during the

reporting period

□ Yes √ No

1.2. Significant Deficiency

Whether the company has a significant deficiency in the internal control of the financial reporting during the

reporting period

□ Yes √ No

1.3. General Deficiency

The general internal control deficiencies identified by the Company do not affect the realization of the control

objectives; the Company acknowledges with great importance the general deficiencies found during the

reporting period and has proposed remediation opinions and actively formulated corresponding plans for their

implementation.

1.4. After the remediation as of the base date of the internal control assessment report whether the

company has a material deficiency in the internal control over financial reporting that has not been

rectified

□ Yes √ No

1.5. After the remediation as of the base date of the internal control assessment report whether the

company has a significant deficiency in the internal control over financial reporting that has not been

rectified

□ Yes √ No

2. Identification and Rectification of Internal Control Deficiencies over Non-Financial Reporting

2.1. Material Deficiency

Whether the company identified any material deficiency in the internal control over non-financial reporting

during the reporting period

□ Yes √ No

2.2 Significant Deficiency

Whether the company identified any significant deficiency in the internal control over non-financial reporting

during the reporting period

□ Yes √ No

2.3. General Deficiency

The general deficiency identified by the company does not affect the realization of the control objectives; the

Company acknowledges with great importance the general deficiency found during the reporting period and

has proposed rectification opinions and actively formulated corresponding plans for implementation.2.4. After the above rectification as of the base date of the internal control assessment report whether

the company has a material deficiency in the internal control not related to financial reporting that has

not been rectified

□ Yes √ No

2.5. After the rectification as of the base date of the internal control assessment report whether the

company has a significant deficiency in the internal control not related to financial reporting that has

not been rectified

□ Yes √ No

IV. Other important matters related to internal control

1. Rectification of internal control deficiencies in the previous year

□ Applicable √ Not Applicable

2. Internal Control Progress of the Current and the Next Years

□ Applicable √ Not Applicable

3. Other Major Items

□ Applicable √ Not Applicable

Board of Directors

ADAMA Ltd.March 26 2026

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