ADAMALtd.Related-Party Transactions Management Rules

Chapter I General Provisions

Article 1 These Management Rules of Related-Party Transactions (hereinafter

referred to as “the Rules”) are enacted pursuant to relevant provisions of the

Company Law of the People’s Republic of China the Securities Law of the People’s

Republic of China the Rules Governing the Listing of Shares of Shenzhen Stock

Exchange the Self-regulatory Supervision Guidelines of Shenzhen Stock Exchange

for Listed Companies No. 1 – Standardized Operation of Main Board Listed

Companies and other applicable laws administrative regulations and the Articles of

Association of ADAMA Ltd. (hereinafter referred to as the “Articles of Association”)

with a view to standardizing the related-party transactions by ADAMA Ltd.(hereinafter referred to as the “Company”) and fully safeguarding the legal interests

and rights of the Company and non-related shareholders especially the minority

shareholders.Article 2 All related-party transactions shall be conducted following the principles of

honesty good faith equality voluntariness justice openness and fairness and shall

not harm the interests of the Company and non-related shareholders. The related

directors and shareholders if applicable should abstain from voting.Article 3 A written contract or agreement should be signed for related-party

transactions between the Company and related parties specifying the rights

obligations and legal responsibilities of both parties to the transaction.Article 4 The related-party transactions described in Chapter II of these Rules that

occur in the Company's holding subsidiary are deemed to be related-party transactions

that occur in the Company and the provisions of these Rules shall apply.

1Chapter II Definition of Related Parties and Related-party transactions

Article 5 Related parties of the Company refer to any related natural person and

related legal person (or other organizations).Article 6 Any legal person (or other organizations) that satisfies one of the following

circumstances is recognized as a related legal person (or other organizations) of the

Company:

(1) any legal person (or other organizations) which directly or indirectly controls the

Company;

(2) any legal person (or other organizations) other than the Company and its holding

subsidiaries directly or indirectly controlled by the aforementioned legal person;

(3) any legal person (or other organizations) or any party acting in concert which

directly or indirectly holds five percent (5%) or more of the shares of the Company;

(4) any legal person (or other organizations) other than the Company and its holding

subsidiaries which is controlled directly or indirectly by a related natural person of the

Company or the related natural person holds the positions of the director of the board

(excluding independent directors of both parties) and senior executive.Article 7 The Company and the legal person (or other organizations) listed in Article

6 (2) which are controlled by the same state-owned asset management entity and form

the situation described in Article 6 (2) do not constitute related parties unless the

legal representative the chairman of the board the general manager or more than half

of the board directors of the legal person (or other organizations) are also directors or

senior management of the Company.Article 8 Any natural person that satisfies one of the following circumstances is

recognized as a related natural person of the Company:

(1) Any natural person who holds five percent or more of the shares of the

Company;

2(2) Any director of the board and senior executive;

(3) Any director of the board supervisor and senior executive of any legal

person(or other organizations) which directly or indirectly controls the

Company;

(4) close family members of each of the related persons as listed in the item (1)

and (2) of this Article.Article 9 A legal person(or other organizations) or natural person that falls under any

of the circumstances set out in the Articles 6 or 8 within twelve months before the

date of a transaction or within the next twelve months under arrangements of relevant

agreements shall be deemed as a related party of the Company.The CSRC Shenzhen Stock Exchange or the Company based on the principle of

substance over form recognizes other natural or legal persons (or other organizations)

who have a special relationship with the listed company or who may cause or have

caused the listed company to favor its interests as related persons of the listed

company.Article 10 The Company’s directors senior executives shareholders holding five

percent or more of the shares and their persons acting in concert and actual controllers

shall promptly inform the list of related persons of the Company and the elaboration

of the related relationship to enable the Company to keep proper management of the

records.Article 11 Related-party transactions referred to in these Rules refer to matters that

may result in the transfer of resources or obligations between the Company or its

subsidiaries and the Company's related parties including:

(1) Purchase of assets;

(2) Sale of assets;

(3) Investment (including entrusted financial management and investment in

3subsidiaries etc.);

(4) Provide financial assistance (including entrusted loans etc.);

(5) Provide guarantees (including guarantees for controlling subsidiaries etc.);

(6) Lease in or lease out assets;

(7) Entrusting or entrusted with the management of assets and business;

(8) Donate or receive assets;

(9) Creditor's rights or debt restructuring;

(10) Transferring or assigned research and development projects;

(11) Sign license agreements;

(12) Waiver of rights (including waiver of right of first refusal prioritized

subscription right of capital contribution etc.)

(13) Purchase of raw materials fuels and power;

(14) Selling products and commodities;

(15) Providing or accepting labor services;

(16) Entrusting or being entrusted sales;

(17) Deposits and loans;

(18) Joint investment with related parties;

(19) Other matters that may result in the transfer of resources or obligations.

Chapter III Decision-making and Disclosure Procedures

of Related-party transactions

Article 12 The relevant departments of the Company and its controlling subsidiaries

should carefully review the related parties at least every quarter update the list of

related parties and prudently decide whether a transaction constitutes a related-party

4transaction. If a transaction constitutes a related party transaction the approval and

reporting obligations shall be fulfilled within the respective departments’ duties. The

Company's department of securities and legal affairs shall make timely information

disclosure once it receives the relevant statistics and estimations of the amount on the

related-party transactions from the relevant department.When the Company and its related parties conduct related-party transactions listed in

Article 15 of these Rules that need to be reviewed by the board of directors or the

general meeting of shareholders the board of directors shall in accordance with the

Rules Governing the Listing of Shares of Shenzhen Stock Exchange submit an interim

report to the Shenzhen Stock Exchange for timely disclosure after the relevant

resolution is made by the board of directors or the general meeting of shareholders.Article 13 The Company’s disclosed contents in the announcement on the

related-party transaction shall be compliant with the Rules Governing the Listing of

Shares of Shenzhen Stock Exchange.Article 14 When reviewing related-party transactions the Company shall investigate

and understand in details the true status of the transaction target and the

counterparty’s integrity records credit status contract performance capabilities etc.and prudently evaluate the necessity and rationality of the relevant transaction the

adequacy of the pricing basis the fairness of the transaction price and the impact on

the Company. The special attention should be paid to whether there are problems such

as unclear ownership of the transaction object performance of the counterparty and

transaction price etc. In accordance with the requirements of the Rules Governing the

Listing of Shares of Shenzhen Stock Exchange and when the Company deems it

necessary the Company shall engage intermediary institutions to conduct audits or

evaluations of the transaction object.Article 15 Decision-making authority of the Company’s related-party transactions are

as follows:

5(1) A related-party transaction exceeding RMB 300000 between the Company and

related natural person shall be reviewed and approved by the board of directors of the

Company and shall be disclosed in a timely manner.

(2) A related-party transaction exceeding RMB 3 million yuan and accounting for

more than 0.5% of the latest audited absolute value of the Company's net assets

between the Company and related legal person (or other organizations) shall be

reviewed and approved by the board of directors of the Company and shall be

disclosed in a timely manner.

(3) A related-party transaction (except for guarantees provided by the Company)

exceeding RMB 30 million yuan and accounting for more than 5% of the latest

audited absolute value of the Company's net assets between the Company and related

party shall be reviewed and approved by the general meeting of shareholders of the

Company which shall be disclosed in time.Article 16 Related-party transactions that are required to be disclosed shall be

deliberated at the specialized meeting of the Company's independent directors. After

being approved by more than half of all independent directors such transactions shall

be submitted to the board of directors for deliberation.Article 17 If the subject matter of any related-party transaction which is to be

submitted to the shareholders' general meeting for deliberation is equity the

Company should disclose an audited financial and accounting report on the target

asset for the latest year and the latest period with an unqualified opinion issued by the

accounting firm and the audit base date shall not be more than six months from the

date of the shareholders' meeting to review the transaction; if the transaction subject is

other assets other than equity the Company shall disclose an evaluation report on the

target asset issued by the asset appraiser with the evaluation base date no more than

one year from the date of the shareholders' meeting to review the transaction.

6When the Company has any of the following transactions with its related party it can

be exempted from auditing or evaluation:

(1) The related-party transactions are related to the Company’s daily operations;

(2) All parties including the related parties contribute capital in cash and the

proportion of each party's equity in the invested entity is determined according to the

proportion of their capital contribution;

(3) Other circumstances stipulated by the Shenzhen Stock Exchange.

Article 18 The guarantee provided by the Company to related parties shall not only be

reviewed and approved by more than half of all non-related directors of the board but

also be reviewed and approved by more than two-thirds of the non-related directors

present at the board meeting and a resolution shall be made and submitted to the

general meeting of shareholders for deliberation. Where the Company provides

guarantees for the controlling shareholder actual controller and its affiliates the

controlling shareholder actual controller and its affiliates shall provide

counter-guarantee.If the Company causes the guaranteed party to become its related party due to a

transaction the Company shall while implementing the transaction or related-party

transaction perform the corresponding deliberation procedures and information

disclosure obligations for the existing related-party guarantee.If the board of directors or the shareholders' general meeting fails to approve the

related-party guarantee specified in the preceding paragraph all parties to the

transaction shall take effective measures such as terminating the guarantee in advance.Article 19 When the board of directors of the Company reviews the related-party

transactions the related directors shall abstain from voting and shall not exercise

voting rights on behalf of other directors and their voting rights shall not be included

in the total number of voting rights. The meeting of the board of directors shall be

held in the presence of more than half of the non-affiliated directors and the

7resolutions made at the meeting of the board of directors shall be approved by more

than half of the non-affiliated directors. The Company shall submit the transaction to

the general meeting of shareholders for deliberation if the number of non-affiliated

directors attending the board of directors is less than three.The affiliated directors mentioned in the preceding paragraph shall include the

directors with any of the following circumstances:

(1) The counterparty;

(2) Holding a post in the counterparty or in the legal person or organization that can

directly or indirectly control the counterparty or in the legal person or organization

that is directly or indirectly controlled by the counterparty;

(3) Having the right of direct or indirect control over the counterparty;

(4) Close family members of the counterparty or its direct or indirect controller;

(5) Close family members of directors supervisors and officers of the counterparty or

its direct or indirect controller;

(6) Directors of the board whose independent business judgment may be affected for

other reasons as determined by the CSRC the Shenzhen Stock Exchange or the

Company.Article 20 When the Company's general meeting of shareholders considers related

transactions related shareholders shall abstain from voting and shall not exercise

voting rights on behalf of other shareholders.The related shareholders mentioned in the preceding paragraph include those who are

in any of the following situations:

(1) The counterparty;

(2) The direct or indirect controller of the counterparty;

(3) Directly or indirectly controlled by the counterparty;

8(4) Under the direct or indirect common control of the same legal person(or other

organizations) or natural person;

(5) Holding a post in the counterparty or in a legal person (or other organization) that

can directly or indirectly control the counterparty or in a legal person (or other

organization) directly or indirectly controlled by the counterparty;

(6) Close family members of the counterparty and its direct and indirect controllers;

(7) Shareholders whose voting rights are restricted or affected due to the existence of

any outstanding equity transfer agreement or other agreements with the counterparty

or its related person;

(8) Shareholders deemed by the CSRC or the Shenzhen Stock Exchange as those who

may cause the Company to act in favor of its interests.Article 21 The related-party transactions related to daily operations listed in the items

13 to 17 of Article 11 between the Company and related parties shall be disclosed and

reviewed in a timely manner and in accordance with the following provisions:

(1) For the routine related-party transactions that occur for the first time the Company

shall perform deliberation procedures according to the transaction amount involved in

the agreement and disclose it in a timely manner; if there is no specific transaction

amount in the agreement it shall be submitted to the general meeting of shareholders

for deliberation.

(2) For routine related-party transactions that occur many times each year the

Company may reasonably estimate the annual amount for those transactions by

categories perform the deliberation procedure and disclose it in a timely manner; if

the actual amount exceeds the estimated number during the implementation process

the deliberation procedure shall be performed and disclosed in a timely manner based

on the excess amount.

(3) If there is any major change to the main terms of the agreement during the actual

9implementation or the agreement needs to be renewed upon expiration the amount of

transactions involved in the newly revised or renewed agreement shall prevail and the

deliberation procedures shall be performed and disclosed in a timely manner;

(4) If the term of the routine related-party transaction agreement signed by the

Company and the related party exceeds three years the Company shall perform the

review procedures and disclosure obligations every three years.The Company shall disclose the actual performance of routine related-party

transactions in its annual report and interim report in a classified summary.Article 22 The principle of cumulative calculation shall be followed in the case of the

following related-party transactions related to the subject matter of transactions

occurred within 12 consecutive months in the Company when applying to the Article

15 of the Rules.

(1) Transactions with the same related party;

(2) Transactions related to the same target with different related parties.

The above-mentioned 'same related party' shall also include other related parties that

are under the common control of an ultimate controller or have a shareholding

relationship with the related party.Article 23 Related-party transactions disclosed by the Company but not yet subject to

shareholder meeting deliberation procedures shall still be included in the cumulative

calculation scope to determine the required deliberation procedures.If a related-party transaction of the Company meets the disclosure standards due to

the application of the 12-consecutive-month cumulative calculation principle the

Company only need to disclose the current related-party transaction in accordance

with the relevant requirements. The announcement shall briefly describe prior

cumulative related-party transactions that did not meet disclosure thresholds.If a related-party transaction of the Company is required to be submitted to the board

10of directors or the shareholders' general meeting for deliberation due to the

application of the 12-consecutive-month cumulative calculation principle the

Company only need to submit the current related-party transaction to the board of

directors or the shareholders' general meeting for deliberation. The announcement

shall briefly describe the related-party transactions that were previously not subject to

the board of directors' or shareholders' meeting deliberation procedures.Chapter IV Pricing of Related-party transactions

Article 24 The pricing of the related-party transactions of the Company shall be fair

by reference to the following principles:

(1) where the transaction is subject to a price set by the government such price shall

apply;

(2) where there is a government guidance price for such a transaction the transaction

price may be reasonably set within the indicative range of the government guidance

price;

(3) except the transaction of which there is a price set by the government or a

government guidance price if there is market price or charge standard of a

comparable independent third party for the transaction the transaction price may be

set by first reference to such price or standard;

(4) where there is no market price of a comparable independent third party for the

related transaction the transaction price may be set by reference to the transacting

price of a non-related transaction between the related party and a third party

independent of the related party;

(5) where there is neither a market price of an independent third party nor a price of

non-related transaction for reference the price may be set based on an appropriate

composite price comprised of reasonable cost and expenses and reasonable profit.

11Chapter V Exemptions from Disclosure and Decision-making Procedure of

Related-party transactions

Article 25 For the following transactions between the Company and its related parties

it shall perform the obligation of information disclosure of related party transactions

in accordance with these Rules and the review procedures of the Rules Governing the

Listing of Shares of Shenzhen Stock Exchange on major transactions and may apply

to the Shenzhen Stock Exchange for exemption from submitting it to the general

meeting of shareholders for deliberation according to the review procedures for

related-party transactions under Article 15 of these Rules:

(1) Public bidding public auction or listed sale to unspecified objects (excluding

restricted methods such as bid via invitation) except the cases in which it is difficult

to form a fair price through bidding or auction;

(2) Transactions in which the Company unilaterally obtains benefits without paying

any consideration or attaching any obligations including donated cash assets debt

relief etc.;

(3) The pricing of related-party transactions is stipulated by the national authority;

(4) The related party provides funds to the Company with the interest rate no higher

than Loan Prime Rate and the Company has no corresponding guarantee.Article 26 The following transactions between the Company and its affiliates may be

exempted from fulfilling the relevant obligations in accordance with these Rules but

the relevant obligations should still be fulfilled if the disclosure obligations and

review procedures for major transactions as stipulated by the Rules Governing the

Listing of Shares of Shenzhen Stock Exchange are required:

(1) One party subscribes in cash the stocks and their derivatives corporate bonds or

enterprise bonds publicly issued by the other party except for those whose issue

objects are determined in advance including related parties;

12(2) One party as a member of the underwriter syndicate underwrites the publicly

issued stocks and derivatives corporate bonds or enterprise bonds of the other party;

(3) One party receives dividends bonuses or remuneration in accordance with the

resolution of the other party's general meeting of shareholders;

(4) The Company provides products and services to the related natural persons

specified in Items (2) to (4) of Article 8 of these Rules under the same transaction

conditions as non-related persons;

(5) Other circumstances determined by the Shenzhen Stock Exchange.

Article 27 If the related-party transaction information that the Company intends to

disclose involves national secrets trade secrets or confidential business information

and timely disclosure or performance of relevant obligations may violate state

confidentiality regulations or management requirements or disclosure may lead to

unfair competition infringement of the Company's or others' trade secrets or serious

damage to the Company or others the Company may suspend or exempt the

disclosure of such information or part thereof in accordance with relevant regulations.Chapter VI Supervision and Accountability

Article 28 The audit department of the Company shall in accordance with relevant

audit regulations conduct audits in a timely manner after the occurrence of material

related-party transactions.Article 29 The audit department of the Company shall conduct an audit on the

implementation of related-party transactions that have occurred during the reporting

period at least once a year and report the review to the audit committee.Article 30 If the Company's audit committee has doubts about related-party

transactions it may conduct in-depth investigations into related matters and the

Company and relevant departments shall cooperate. If an abnormal related-party

13transaction is found after investigation the audit committee shall immediately report

to the board of directors.Article 31 The audit committee of the Company may check the audit report of the

audit department on related-party transactions and if it finds abnormalities it may

request the audit department or relevant business departments to explain.Article 32 The directors and senior managers of the Company are obliged to pay

attention to whether the Company's interests are jeopardized by related parties. The

independent directors and the audit committee of the Company should regularly check

the capital exchanges between the Company and related parties to understand whether

the Company is improperly used by major shareholders and their related parties or

transfer the Company's funds assets and other resources. If abnormalities are found

they should be submitted in a timely manner to the Company's board of directors

which shall take corresponding measures.Article 33 In case of losses or possible losses caused to the Company due to the

improperly usage or transfer of the Company's funds assets or other resources by the

related parties the board of directors of the Company shall timely take protective

measures such as litigation and property preservation to avoid or reduce the losses.Chapter VII Miscellaneous

Article 34 Terms such as “exceed(s)”and “lower than” used in these Rules shall not

include the given figures.Article 35 “Timely” as used in these Rules means within two trading days from the

starting date or the time of disclosure.Article 36 Matters not covered by these Rules shall be implemented in accordance

with relevant national securities laws and regulations the " the Rules Governing the

Listing of Shares of Shenzhen Stock Exchange " and the "Articles of Association".Article 37 The board of directors of the Company is responsible for the interpretation

14of these Rules.

Article 38 These Rules will take effect after being reviewed and approved by the

Company's general meeting of shareholders.Board of Directors of ADAMALtd.December 22 2025

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