Rules of Procedures of the Board of Directors of ADAMALtd.RULES OF PROCEDURES OFTHE BOARD OF DIRECTORS

ADAMALTD.Amended in October 2025Rules of Procedures of the Board of Directors of ADAMALtd.CONTENTS

CHAPTER I GENERAL PROVISIONS ........................ 1

CHAPTER II COMPOSITION AND DUTIES OF THE BOARD OF ... 1

CHAPTER III PREPARATION OF MEETINGS ................. 7

CHAPTER IV PROPOSALS SUBMITTED TO THE MEETINGS .......9

CHAPTER V NOTICES OF MEETING ........................10

CHAPTER VI HOLDING OF MEETING ...................... 10

CHAPTER VII RESOLUTIONS AND RECORDS ................ 12

CHAPTER VIII INFORMATION DISCLOSURE .................14

CHAPTER IX SUPPLEMENTARY PROVISIONS ..............ALtd.CHAPTER I GENERAL PROVISIONS

Article 1 These rules are hereby formulated to regulate the activities of the board of directors

of ADAMA Ltd. (hereafter referred to as the “Company”) and the members thereof specify the

duties and authorizations of the board of directors of the Company fully play the function of the

board of directors in the operation and decision making ensure the legitimacy normalization

scientificity and democratization of the decision making of the board of directors and meet the

need for the establishment of modern corporate system.Article 2 These rules are formulated pursuant to Law of the People’s Republic of China on

Companies (hereafter referred to as “Law on Companies”) Code of Corporate Governance for

Listed Companies promulgated by China Securities Regulatory Commission (hereafter referred to

as the “Code”) the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of

Listed Companies No.1: Standardized Operation of Main Board Listed Companies Rules for

Listing of Stock on the Shenzhen Stock Exchange and Articles of Association of ADAMA Ltd.(hereafter referred to as the “AOA”).Article 3 The board of directors of the Company and the members thereof shall comply with

the provisions of the Law on Companies and other laws administrative regulations regulations of

ministries and commissions the AOA and these rules and undertake the duty of loyalty and also

the duty of diligence to the Company.CHAPTER II COMPOSITION AND DUTIES OF THE BOARD OF DIRECTORS

Article 4 The board of directors shall perform the following function and powers:

(1) convening the Shareholders’ Meeting and reporting its work to the Shareholders’

Meeting;

(2) implementing the resolutions of the Shareholders’ Meeting;

(3) deciding on the business plans and investment scheme of the Company;

(4) preparing the proposals on profit distribution and loss recovery scheme of the Company;

(5) preparing the proposals on the increase or decrease of registered capital issuance of

bonds or other securities and the listing of the Company;

(6) To draw up the proposals on major acquisitions of the Company acquisition of Company

shares or merger/consolidation spin-off or dissolution of or changes to the corporate

form of the Company;

(7) within the scope of authorization granted by the Shareholders’ Meeting and subject to

Article 7 below deciding on such matters as external investment acquisition and sale of

-1-Rules of Procedures of the Board of Directors of ADAMALtd.assets creation of securities on assets external guarantee trust investment affiliated

transactions and external donations;

(8) deciding on the establishment of the internal management organizations of the Company;

(9) deciding on such matters as appointing or dismissing the President and CEO and

secretary of the board of directors of the Company as well as their remuneration and

reward/punishment; according to the nominations by the President & CEO deciding on

appointing or dismissing the Chief Financial Officer and deciding on their remuneration

rewards and punishments;

(10)deciding on the basic management system of the Company;

(11) preparing the proposals on amendments to the AOA;

(12) managing the information disclosure of the Company;

(13)submitting proposals to the Shareholders’ Meeting on the engagement or replacement of

the accounting firm which provides auditing services to the Company;

(14)hearing the President and CEO’s work report and inspecting their work; and

(15)performing other functions and powers as conferred by the laws administrative

regulations regulations of ministries and commissions the AOA or the shareholders'

meeting.The board of directors of the Company shall establish an audit committee and establish the

relevant specialized committees such as nomination remuneration and appraisal etc. where

necessary. The specialized committees shall be accountable to the board of directors perform

duties pursuant to the AOA and the authorization of the board of directors and submit proposals

to the board of directors for deliberation and decision. All members of the specialized committees

shall be directors. The independent directors shall constitute the majority of the audit committee

the nomination committee and the remuneration and appraisal committee and act as the convener

and the convener of the audit committee shall be an accounting professional. The board of

directors shall be responsible for formulation of working procedures for the specialized

committees and standardize the operations of the specialized committees.Article 5 The Board of Directors shall hear the opinions of the Party Committee of the

Company before making material decisions on the appointment and removal of important

personnel and material business and management matters of the Company.Article 6 The board of directors of the Company shall explain to the Shareholders’ Meeting

any non-standard audit opinions issued by certified public accountants on the Company’s financial

statements.-2-Rules of Procedures of the Board of Directors of ADAMALtd.Article 7 The board of directors shall have powers regarding the transactions which meet one

of the following criteria:

(1) The total amount of assets involved in the transaction exceeds 20% of the latest audited total

assets of the company. If the assets involved in the transaction have book value and appraisal

value concurrently the higher value shall be used for calculation;

(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed 20% of

the latest audited net assets of the Company and the absolute amount is more than RMB 20

million. If the assets involved in the transaction have book value and appraisal value

concurrently the higher value shall be used for calculation;

(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year exceeds

20% of the latest audited revenue of the company and the absolute amount is more than RMB

20 million;

(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year exceeds

20% of the latest audited net profit of the company and the absolute amount is more than

RMB 2 million;

(5) The amount of the transaction (including indebtedness and expenses) exceeds 20% of the

latest audited net assets of the company and the absolute amount is more than RMB 20

million;

(6) The profit of the transaction exceeds 20% of the latest audited net profit of the company and

the absolute amount is more than RMB 2 million;

(7) External guarantee: any guarantee other than the guarantee stipulated in Article 47 of the

AOA;

(8) Affiliated transaction: the affiliated transaction between the company and affiliated natural

person exceeds RMB 300000; the affiliated transaction between the company and affiliated

legal person (or other organizations) exceeds RMB 3 million and exceeds 0.5% of the latest

audited net assets of the company;

(9) Securities investment: the total amount exceeds 10% of the latest audited net assets of the

company and the absolute amount being more than RMB 10 million. Securities investment

foresaid includes placement or subscription of new shares securities repurchase stock

investment bond investment entrusted financial management (including bank financial

products trust products) and other investment behavior identified by the Shenzhen Stock

Exchange.If any amount above is negative amount the absolute amount shall be used for calculation

purpose.-3-Rules of Procedures of the Board of Directors of ADAMALtd.With respect to the exercise of aforesaid powers the Board of directors shall perform the

duty to disclose information in accordance with Listing Rules for Stocks Traded on Shenzhen Stock

Exchange.The board of directors shall establish strict reviewing and decision-making procedures; for

major investment projects the functional department or branch manager of the company shall

conduct feasibility analysis and demonstration and the company shall organize experts and

professionals including lawyers and accountants to review and issue opinions from financial and

legal perspectives after being reviewed and approved by the Board of directors the opinions will

be submitted to Shareholders’ Meeting for discussion and will be implemented after being

approved by the Shareholders’ Meeting. The Shareholders’ Meeting shall have powers regarding

transactions which meet one of the following criteria:

(1) The total amount of assets involved in the transaction exceeds 50% of the latest audited

total assets of the company. If the assets involved in the transaction have book value and appraisal

value concurrently the higher value shall be used for calculation;

(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed

50% of the latest audited net assets of the Company and the absolute amount is more than RMB

50 million. If the assets involved in the transaction have book value and appraisal value

concurrently the higher value shall be used for calculation;

(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year

exceeds 50% of the latest audited revenue of the company and the absolute amount is more than

RMB 50 million;

(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year

exceeds 50% of the latest audited net profit of the company and the absolute amount is more than

RMB 5 million;

(5) The amount of the transaction (including indebtedness and expenses) exceeds 50% of

the latest audited net assets of the company and the absolute amount is more than RMB 50

million;

(6) The profit of the transaction exceeds 50% of the latest audited net profit of the company

and the absolute amount is more than RMB 5 million;

(7) Affiliated transaction: the affiliated transaction (except for the transactions that the

company receives cash as gift and the company provides guarantee) between the company and

affiliate exceeds RMB 30 million and exceeds 5% of the latest audited net assets of the company;

(8) Securities investment: the total amount exceeds 50% of the latest audited net assets of

the company and the absolute amount being more than RMB 50 million.-4-Rules of Procedures of the Board of Directors of ADAMALtd.Regarding to the purchase or sale of assets transaction the company shall use the total

amount of the assets or the amount of the transaction whichever is higher as the calculation

criteria and the amount shall be cumulative in the twelve consecutive months according to the type

of the transaction. If the amount reaches 30% of the latest audited total assets the transaction shall

be submitted to the shareholders’ meeting for consideration and shall be adopted by more than two

thirds of the voting rights held by the shareholders present at the meeting.If any amount above is negative amount the absolute amount shall be used for calculation

purpose.The term "transaction" as mentioned in this Article includes the following: (1) the purchase

of assets; (2) the sale of assets; (3) external investment (including entrusted financial management

investment in subsidiaries etc.); (4) providing financial support (including entrusted loans etc.);

(5) providing guarantee (including guarantee for controlled subsidiaries etc.); (6) renting or

leasing assets; (7) entrusting others or being entrusted for management of assets or business; (8)

gifting assets or being gifted; (9) claims or debt restructuring; (10) transferring or acquiring by

transfer research and development projects; (11) signing a license agreement; (12) waiver of rights

(including without limitation waiver of preemptive rights or the privilege to subscribe for capital

contributions); (13) other transactions identified by the Shenzhen Stock Exchange.The abovementioned purchase or sale of assets exclude the purchase of raw materials fuel

and power and the sale of products commodities and other assets related to daily operations but

the purchase and sale of such assets involved in the assets swap is still included.The external donation shall comply with the External Donation Management Measures of

ADAMA Ltd.When the Company purchases or sells equity interests it shall apply the provisions of this

Article to the relevant financial indicators calculated based on the proportion of changes in the

equity interests held by the Company. If the transaction results in a change in the scope of the

Company's consolidated financial statements the provisions of this Article shall apply to the

relevant financial indicators of the target company corresponding to such equity interests.Article 8 The board of directors shall be composed of seven [7] directors with three [3]

independent directors therein. The board of directors shall have one [1] board chairman. The

chairman of the Company shall be elected by more than half of all the directors. The board of

directors will have one [1] director as the representative of the staff and workers.The employee representative director is elected democratically by the Company employees

through the employee representative congress employee congress or other method without

submission to the shareholders' meeting for deliberation.The chairman of the board of directors shall have the following powers and duties:

(1) presiding over the Shareholders’ Meeting and convening and presiding over the meeting of

the board of directors;

-5-Rules of Procedures of the Board of Directors of ADAMALtd.

(2) supervising and inspecting for the execution of resolutions adopted by the board of directors;

(3) signing important document of the board of directors;

(4) execute special disposing right in accordance with the laws and the interest of the company

with regard to the business and affairs of the company where the force majeure events

including severe natural disasters etc. happen and report to the board of directors and

shareholder’s meeting afterwards; and

(5) other power entrusted by the board of directors.Article 9 The board of directors of the Company shall establish the mechanism “freezingupon embezzlement” applicable to the shares held by the controlling shareholder namely in case

that the controlling shareholder and its subsidiaries are discovered to embezzle the Company’s

assets an application shall be immediately submitted to the judicial authority pursuant to the law

for the judicial freezing of the shares held by the controlling shareholder so that the embezzled

assets which cannot be recovered in cash may be recovered through the sale of the frozen shares.The chairman of the board of directors of the Company shall be the person undertaking the

primary responsibilities for the mechanism “freezing upon embezzlement” and the Chief

Financial Officer the secretary of the board of directors shall assist the chairman of the board of

directors in conducting the work of “freezing upon embezzlement”.The procedures are specified in detail as follows:

(1) The Chief Financial Officer shall report in writing to the chairman of the board of directors on

the date discovering the embezzlement of the Company’s assets by the controlling shareholder;

if the controlling shareholder is the chairman of the board of directors the Chief Financial

Officer shall concurrently report to the secretary of the board of directors and the chairman of

the audit committee when reporting in writing to the chairman of the board of directors on the

date discovering the embezzlement of the Company’s assets by the controlling shareholder;

The report shall contain such contents as the name of the controlling shareholder embezzling

the assets the name of the embezzled assets the location of the embezzled assets the time of

embezzlement the amount involved and the term of recovery to be required;

Where it is discovered that any director or officer of the Company assists or connives in the

controlling shareholder’s and its subsidiaries’ embezzlement of the Company’s assets the Chief

Financial Officer shall specify in the written report the name of such director or officer and the

details of such assistance or connivance in the controlling shareholder’s and its subsidiaries’

embezzlement of the Company’s assets.

(2) The chairman of the board of directors shall based on the written report of the Chief Financial

Officer urge the secretary of the board of directors to notify each director in writing or by

email and hold an interim meeting of the board of directors considering the term required for

-6-Rules of Procedures of the Board of Directors of ADAMALtd.compensating the controlling shareholder the decision on punishment on the director or

officer liable for the embezzlement the application to the judicial authority for freezing the

shares held by the controlling shareholder and other relevant matters;

If the chairman of the board of directors is the controlling shareholder or the controlling

shareholder of the controlling shareholder the secretary of the board of directors shall

immediately notify each director in writing or by email and hold an interim meeting of the board

of directors in accordance with the provisions of Law on Companies and the AOA examining and

deliberating the term required for compensating the controlling shareholder the decision on

punishment on the director or officer liable for the embezzlement the application to the judicial

authority for freezing the shares held by the controlling shareholder and other relevant matters

with the affiliated director shall withdraw from such examination and deliberation;

For directors who bears serious responsibilities the board of directors shall submit to the

Shareholders’ Meeting for a resolution after examining and deliberating on the relevant decision

on punishment.

(3) The secretary of the board of directors shall according to the resolution of the board of

directors send a notice to the controlling shareholder requiring making recovery in the specified

period of time implement the decision on punishment on the relevant director or officer conduct

the application to the judicial authority for freezing the shares held by the controlling shareholder

and other relevant matters and appropriately make the disclosure of the relevant information;

The Company and its board of directors shall provide the secretary of the board of directors

with the convenience for handling the aforesaid matters including issuing the power of attorney

supply guarantee for the application for judicial freezing acceding to requests by the secretary of

the board of directors for the engagement of intermediary agencies giving assistance and assume

the relevant costs;

After the Shareholders’ Meeting of shareholders of the Company has examined deliberated

on and approved the relevant matters the secretary of the board of directors shall timely notify the

director who bears serious responsibilities and draft the documents regarding the punishment and

handle the relevant procedures.

(4) If the controlling shareholder fails to make recovery within the given time period the

Company shall apply to the competent judicial authority for selling the frozen shares so as to

recover the embezzled assets within 30 days after the expiration of the given time period and the

secretary of the board of directors shall appropriately make the disclosure of the relevant

information.CHAPTER III PREPARATION OF MEETINGS

Article 10 The meetings of the board of directors consist of regular meetings and interim

meetings of the board of directors. The meetings of the board of directors shall be convened and

presided over by the chairman of the board of directors and if the chairman of the board of

-7-Rules of Procedures of the Board of Directors of ADAMALtd.directors cannot preside in person due to any reason then by a director to be elected by more than

half of the directors.Article 11 The board of directors shall hold at least two meetings a year which shall be

convened by the chairman of the board of directors. The board of directors shall notify all

directors and the President and CEO 10 days in advance of the meeting.Article 12 The chairman of the board of directors shall convene an interim meeting of the

board of directors within ten days:

(1) if necessary as the chairman of the board of directors deems;

(2) if requested by the shareholder(s) representing 1/10 or more of the voting right;

(3) if requested jointly by 1/3 or more of the directors;

(4) if requested by more than half of the independent directors;

(5) if requested by the audit committee; or

(6) if requested by the President and CEO.

The shareholding percentage held by the shareholder(s) requesting an interim meeting of the

board of directors under paragraph (2) above shall not be less than 10% prior to the board of

directors adopts the resolution.Article 13 The board of directors shall have one secretary responsible for preparing the

Shareholders’ Meetings of shareholders and the meetings of the board of directors keeping

documents managing the information of the Company’s shareholders and conducting the

information disclosure and other matters. The preparations for the meetings of the board of

directors include:

(1) preparing documents to be submitted to the meeting;

(2) printing and sending the notices on and the information regarding the meeting;

(3) collecting the issues and opinions rendered by the directors prior to the meeting timely

reporting the same to the chairman of the board of directors or the person convening the meeting

and making necessary explanations to the directors so as to improve the efficiency of the

consideration at the meeting; and

(4) arranging the place and conditions of the meeting.

-8-Rules of Procedures of the Board of Directors of ADAMALtd.Article 14 The secretary of the board of directors shall be responsible for making the

documents of the board of directors and sending the same to the directors and other persons

attending the meeting without the right to vote prior to the meeting.The board of directors shall prior provide sufficient information to all directors including the

background of the proposals submitted to the meeting and the information and data helpful for the

directors to understand the progress of the Company’s business. If 2 or more independent directors

deem the information not being sufficient the demonstration not being compelling or the

materials are not provided in a timely manner they may request in writing the board of directors

to postpone the meeting of the board of directors or the examination and determination of the

relevant matter and the board of directors shall accept such request.CHAPTER IV PROPOSALS SUBMITTED TO THE MEETINGS

Article 15 The chairman of the board of directors the shareholder(s) representing 1/10 or

more of the voting right 1/3 or more of the directors more than half of the independent directors

and the President and CEO may submit proposals.Article 16 Each proposal submitted to the board of directors shall satisfy the following

conditions:

(1) Its contents shall not conflict with the provisions of the laws administrative regulations

or AOA and fall in the business scope of the Company and the duties of the board of directors

and shall include but not limited to:

(i) the proposals submitted to the Shareholders’ Meeting for examination and

deliberation and the matters regarding the convening of the Shareholders’Meeting;

(ii) the matters under Chapter II hereof on which the board of directors shall be entitled

to exercise its right; and

(iii) such other matters conducted by the board of directors as provided in the AOA and

authorized by the Shareholders’Meeting;

(2) It shall be submitted in a written form. The written form shall contain the name and

contents of the proposal and the recommended conclusion.Article 17 All proposals submitted to the board of directors must be collected by the

secretary of the board of directors and then furnished to the chairman of the board of directors or

the person convening the meeting for review. The chairman of the board of directors or the person

convening the meeting shall list the proposals in the agenda of the meeting of the board of

directors and deliver to the board of directors for consideration except for the proposals not

satisfying the conditions under Articles 15 and 16.-9-Rules of Procedures of the Board of Directors of ADAMALtd.CHAPTER V NOTICES OF MEETING

Article 18 The notice of the regular meeting of the board of directors shall be sent to all

directors in a written form ten days prior to the meeting but the notice of the interim meeting of

the board of directors may be sent to the directors orally or in a written form 2 days prior to the

meeting. With the unanimous consent of all the directors the convening of the interim board

meeting may not be restricted by the aforementioned notice time limit provided that a record

thereof shall be made in the minutes of the board of directors and signed by all participating

directors.The written form referred to in this article includes the text form mail email facsimile and

etc.Article 19 The notice of the meeting of the board of directors shall be drafted by the

secretary of the board of directors based on the matters for discussion of the meeting approved by

the chairman of the board of directors and then sent. The notice generally contains the following

contents:

(1) the date and place of the meeting;

(2) the specified time of the meeting;

(3) the matters for discussion and agenda items; and

(4) the issuing date of the notice.

Any director may waive the right to receive the notice of the meeting of the board of directors.Any director attending the meeting and not making objection to non-receipt of the notice of

meeting prior to the meeting or at the meeting shall be deemed to have been sent the notice of the

meeting.CHAPTER VI HOLDING OF MEETING

Article 20 The meeting of the board of directors may be held only if a majority of the

directors are present.Article 21 A director shall attend the meeting of the board of directors in person or if not

able to attend for cause may in writing appoint another director as his/her proxy to attend on

his/her behalf. The power of attorney shall indicate the name of the proxy matters conducted by

the proxy authorizations and term of validity and may be valid only if signed or affixed to the

seals by the appointer. The director attending the meeting on another director’s behalf shall

exercise their rights within the authorizations. A director not attending a meeting in person or by

proxy shall be deemed to waive the right to vote at that meeting.-10-Rules of Procedures of the Board of Directors of ADAMALtd.An independent director not able to attend the meeting in person or via teleconference may

appoint another independent director to attend on his/her behalf. An independent director may not

be entrusted by any director other than the independent directors so as to keep his/her

independency as an independent director and non-independent director shall also not be entrusted

by independent director.Article 22 The directors shall carefully read the documents regarding the meeting served by

the board of directors and fully consider and prepare comments on each proposal.Article 23 The President and CEO and other senior executives of the Company shall attend

the meeting of the board of directors without the right to vote and any officer who is not a director

may not have the right to vote.The board of directors may convene other persons in connection with the agenda items of the

meeting to introduce the relevant information or hear the relevant opinions at the meeting. Any

person attending the meeting who is not a director shall neither participate in the consideration of

directors nor affect the progress of the meeting or the vote or the adoption of resolutions at the

meeting.Article 24 All directors attending the meeting shall explicitly speak out their opinions on the

proposals listed in the meeting notice. On principle the meeting of the board of directors may not

examine and deliberate on any agenda item or matter not listed in the meeting notice. In special

cases the proposals provisionally made by the directors shall be submitted in writing and

accompanied with the relevant explanations collected by the secretary of the board of directors

and reported to the chairman of the board of directors three days prior to the meeting. A

provisionally added agenda item or matter may be considered and resolved only if agreed by two

thirds or more of the directors attending the meeting. If necessary the chairman of the board of

directors or the person presiding over the meeting may trigger the voting procedure to vote on

whether or not an agenda item or a matter may be added.Article 25 When the board of directors holds the meeting the chairman of the board of

directors or the person presiding over the meeting shall firstly declare the agenda items and then

preside over the consideration as per the agenda items. The chairman of the board of directors or

the person presiding over the meeting may decide on the time for the consideration of each agenda

item whether or not the discussion shall be ceased whether or not the next agenda item shall be

conducted and etc.The chairman of the board of directors or the person presiding over the meeting shall

conscientiously preside over the meeting fully listen to the opinions of the directors attending the

meeting control the progress of the meeting save the time and improve the efficiency of the

consideration and the scientific decision making.Article 26 The chairman of the board of directors or the person presiding over the meeting

may decide on that the agenda items listed in the notice will be considered item by item and voted

individually or considered individually and voted collectively. Each director attending the meeting

shall render his/her affirmative vote or negative vote or abstention from voting.-11-Rules of Procedures of the Board of Directors of ADAMALtd.Article 27 If any resolution is required and may be adopted such resolution shall be adopted

prior to the closing of the meeting. If it is necessary to make further research on or material

alteration to any proposal such proposal may be altered under the authorization and then

reconsidered at such time and in such manner as determined at the meeting. Should there be

materially different opinions among the directors prior to the vote on the proposals and draft

resolutions required to be voted such proposals and draft resolutions may be restrained from

voting if requested by the chairman of the board of directors or the convener and agreed by a

majority of the directors attending the meeting. Should the proposer of any proposal request to

withdraw that proposal prior to the vote the consideration on that proposal shall be terminated at

the meeting if agreed by the chairman of the board of directors or the convener.Article 28 When considering and voting on the relevant matters or proposals each director

attending the meeting of the board of directors shall fully speak out his/her suggestions and

comments on the considered matters in an attitude conscientious and responsible to the company

and be liable for his/her own vote.Article 29 Each director attending the meeting shall appropriately keep the documents of the

meeting. The directors and other persons attending the meeting without the right to vote shall be

responsible for keeping and obligated to keep confidential all contents of the documents of the

meeting and the consideration at the meeting before the contents of the resolutions are formally

disclosed to the public.CHAPTER VII RESOLUTIONS AND RECORDS

Article 30 The meeting of the board of directors may be held only if a majority of the

directors are present. The board of directors may adopt a resolution only if approved by a majority

of all directors.Each director shall have one vote when the board of directors votes on a resolution.Article 31 Should a director be related to an enterprise or individual that is involved in a

resolution to be decided at a meeting of the board of directors such director shall report to the

board of directors promptly. The related director may neither vote on that resolution nor vote on

behalf of other director. That meeting of the board of directors may be held only if a majority of

the unrelated directors are present and the resolutions may be adopted at that meeting only if

approved by a majority of the unrelated directors. If the unrelated directors attending the meeting

are less than 3 the matters shall be submitted to the Shareholders’ Meeting of shareholders for

consideration.Article 32 Voting method at the meeting of the board of directors: open ballot.The meeting of the board of directors on the precondition of ensuring the full expression by

directors of their opinions may adopt resolutions by electronic communication methods such as

video conferences telephone conferences emails or written resolution. All the attending directors

shall sign the resolutions.-12-Rules of Procedures of the Board of Directors of ADAMALtd.Article 33 The resolutions adopted at the meeting of the board of directors shall be recorded

in writing and signed by the directors attending the meeting who shall be liable for the resolutions

of the board of directors.Should any resolution of the board of directors violate any laws regulations or AOA and the

Company incur losses arising therefrom the directors participating in such resolution shall be

liable to indemnify the Company provided that if it’s proven that any director has expressed

his/her objection when voting and such objection has been recorded in the minutes of meeting

such director may be exempted from the liabilities.Article 34 The resolutions adopted at the meeting of the board of directors contain the

following contents:

(a) the time when and the manner in which the meeting notice was sent;

(b) the person presiding over the meeting the time place and manner of the meeting and

the explanations on whether the provisions of the applicable laws ordinances regulations and the

AOA have been complied with;

(c) the number and names of the directors attending the meeting in person or by proxy the

number and names of the absent directors and the reason for such absence and the names of

entrusted directors;

(d) the descriptions of the contents (or titles) of the proposals considered and voted at the

meeting and the respective numbers of affirmative votes negative votes or abstention on each

voted proposal or matter (if each proposal or matter considered and voted at the meeting is

approved unanimously such circumstance may be described together) and the reason for the

directors to render negative votes or abstain;

(e) the name reason and avoidance of each director involved in a related transaction (if

any);

(f) the proposals which shall either be approved by a majority of the members of the audit

committee more than half of all independent directors or made recommendations by the

nomination committee or the remuneration and assessment committee the relevant circumstances

shall be explained in the resolutions; and

(g) the detailed contents of the matters considered and the resolutions adopted at the

meeting.Article 35 The written minutes shall be made with respect to the meeting of the board of

directors and shall be complete and true. The secretary of the board of directors shall carefully

organize and tidy up the minutes on the matters considered at the meeting. The directors attending

the meeting and the person making the minutes shall sign the minutes.-13-Rules of Procedures of the Board of Directors of ADAMALtd.The directors attending the meeting may require to have explanatory notes of his/her speech

at the meeting recorded in the minutes. The minutes shall be the important basis for identifying the

liabilities of the directors in the future.Article 36 The minutes of the meeting of the board of director shall contain the following

contents:

(1) the date place and the name of the convener of the meeting;

(2) the names of the directors attending the meeting the names of the directors (proxies)

attending the meeting under the entrustment by other directors and also the name any other person

invited by the board of directors to participate in the meeting ;

(3) the agenda of the meeting;

(4) the key points of the speeches of the directors; and

(5) the manner and result of voting on each resolved matter (the voting result shall indicate

the numbers of affirmative votes negative votes or abstention).Article 37 The resolutions and minutes of the meeting of the board of directors shall be kept

by the secretary of the board of director as the important archives for at least ten years.CHAPTER VIII INFORMATION DISCLOSURE

Article 38 The board of directors of the Company shall strictly comply with the provisions of

China Securities Regulatory Commission Hubei Regulatory Bureau of China Securities

Regulatory Commission and Shenzhen Stock Exchange regarding the information disclosure

applicable to the Company’s stocks and fully timely and accurately disclose the matters

considered and resolutions adopted by the board of directors and required to be disclosed. The

information regarding any significant matter must be at the first time reported to Shenzhen Stock

Exchange and filed with the competent regulatory agency.Article 39 If the performance of duties by independent directors involves information that

should be disclosed the company shall promptly handle the disclosure; if the company fails to

disclose independent directors may directly apply for disclosure or report to the CSRC and the

stock exchange.CHAPTER IX SUPPLEMENTARY PROVISIONS

Article 40 In case of any conflict between these rules and Law on Companies Law on

Securities and the AOA the aforesaid laws ordinances regulations and AOA shall prevail.Article 41 The Company may amend these rules if:

-14-Rules of Procedures of the Board of Directors of ADAMALtd.

(1) Law on Companies or the relevant laws or administrative regulations shall be amended

and therefore the provisions of these rules conflict with such amended laws or administrative

regulations; or

(2) The Shareholders’Meeting shall decide to amend these rules.

Article 42 Any amendment to these rules shall be decided by the Shareholders’ Meeting and

the Shareholders’ Meeting authorizes the board of directors to draft the amendment. The

amendment shall become effective after having been approved by the Shareholders’Meeting.Article 43 The references to “more” or “within” following a figure in these rules shall

include that figure and “exceed” “less than” or “in excess of” following a figure in these rules

shall not include that figure.Article 44 The board of directors shall have the right to interpret these rules.Article 45 These rules shall become effective and be implemented from the date when

approved by the Shareholders’Meeting of the Company.ADAMALtd.