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安道麦B:股东会议事规则(2025年10月)(英文版)

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ADAMALtd.Rules of Procedure for Shareholders’Meeting

October 2025

(Revision)Rules of Procedure for Shareholders’Meeting of ADAMALtd.Table of Contents

Chapter I General Provisions .........................3

Chapter II General Provisions of Shareholders’Meet... 3

Chapter III Functions and Powers of Shareholders’M... 4

Chapter IVAuthorization Granted by Shareholders’Me... 6

Chapter V Convening Shareholders’Meeting ............10

Chapter VI Proposal and Notice of Shareholders’Mee...11

Chapter VII Registration of Shareholders’Meeting ... 14

Chapter VIII Meeting Discipline .....................16

Chapter IX Holding Shareholders’Meeting .............16

Section I General Provisions ....................... 16

Section II Host .................................... 17

Section III Consideration of Proposals ..............17

Section IV Voting .................................. 18

Section V Resolutions .............................. 22

Section VI Speeches of Shareholders .................24

Section VII Adjournment ............................ 25

Section VIII Minutes of Shareholders’Meeting and E.. 25

Chapter X Implementation of Resolutions and Inform.. 26

Chapter XI Supplemental Rules ...................... 26

2Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Chapter I General Provisions

Article 1 These Rules are formulated in accordance with Company Law of the PRC (hereinafter

“Company Law”) Securities Law of the PRC (hereinafter “Securities Law”) Rules for Listing of

Stocks in Shenzhen Stock Exchange (the “Listing Rules”) Code of Corporate Governance for

Listed Companies Rules of Shareholders’ Meetings for Listed Companies the Guidelines of

Shenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1: Standardized

Operation of Main Board Listed Companies other laws administrative regulations regulations ofministries and commissions and Articles of Association of ADAMA Ltd. (hereinafter “Articles ofAssociation”) with a view to regulating the actions of ADAMA Ltd. (hereinafter “Company”) and

safeguarding the exercise of powers by Company’s Shareholders’ Meeting (hereinafter

“Shareholders’Meeting” or “Meeting”).Article 2 The Board of directors and other conveners shall hold Shareholders’ Meeting in

accordance with relevant provisions of laws administrative regulations these Rules and Articles

of Association ensure that the Shareholders’ Meeting can be held normally and legally exercise

powers and guarantee the exercise of rights by shareholders in accordance with laws.The Board of directors of Company shall perform their duties and timely organize Shareholders’

Meeting. All directors of Company shall fulfill their responsibilities diligently to ensure that the

Shareholders’Meeting can be held normally and legally exercise powers.Chapter II General Provisions of Shareholders’ Meeting

Article 3 Shareholders’ Meeting can be divided into Annual Shareholders’ Meeting and Interim

Shareholders’ Meeting. The Annual Shareholders’ Meeting will be held once every year and

should be held within 6 months after end of previous fiscal year. The Interim Shareholders’

Meeting will be held irregularly; if any circumstance stipulated by Article 9 of the Rules occurs

making it necessary to hold an Interim Shareholders’Meeting such Interim Shareholders’Meeting

should be held within 2 months.Article 4 Where Company cannot hold Shareholders’ Meeting within the aforesaid time limit it

shall report to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange (SZSE)

specifying the reasons and make an announcement.Article 5 The location of the shareholders’ meeting shall be the domicile of the Company or other

place as set forth in the notice of the shareholders’ meeting.The shareholders' meeting will be on-site meeting. The Company will also provide online voting

to facilitate the shareholders in attending the meeting. If shareholders attend the shareholders'

meeting by the aforesaid means they shall be deemed to have been present. Where Company

offers online voting platform to shareholders the identities of shareholders shall be confirmed

according to the regulations of SZSE on identity certification for investors using Internet services.Shareholders can attend the Shareholders’ Meeting and exercise voting rights by themselves or by

proxy by allowing someone else to attend the Meeting and cast votes on their behalf.

3Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Article 6 When convening Shareholders’ Meeting Company shall engage lawyers to issue legal

opinions and make announcement with respect to following issues:

1) Whether the procedure of convening and holding the meeting complies with the provisions of

laws administrative regulations these Rules and Articles of Association;

2) Whether the qualifications of the attendees and the convener are legal and valid;

3) Whether the procedure and result of voting in the meeting are legal and valid;

4) Other issues as per the requirements from Company.

Article 7 Company may engage notaries to notarize issues such as the number of attendees in the

Shareholders’ Meeting the number of shares held by participating shareholders the power of

attorney the voting results for each issue voted the minutes and the legality of meeting procedure.Article 8 Company may irregularly hold Interim Shareholders’Meeting based on actual needs.Article 9 Company should hold an Interim Shareholders’ Meeting within two months after the

occurrence of any of the following circumstances:

1) The number of directors is less than the number stipulated under the Company Law or 2/3 of

the number of directors in Article 110 of the AOA;

2) The number of independent directors is less than 1/3 of all directors;

3) The losses not covered by Company reach 1/3 of total amount of capitals

4) At the request of shareholders holding more than 10% of shares of Company individually or

in aggregate;

5) Whenever the Board of directors believes necessary;

6) When the audit committee proposes to hold such a meeting;

7) Other circumstances stipulated by laws administrative regulations regulations of ministries

and commissions and Articles of Association.The number of shares held as mentioned in Item (4) in preceding section shall be calculated as at

the day when shareholders raise the written requests.Chapter III Functions and Powers of Shareholders’ Meeting

Article 10 Shareholders’ Meeting is the organ of power of Company and legally exercises

following powers and functions:

4Rules of Procedure for Shareholders’Meeting of ADAMALtd.

1) electing and removing directors and determining their remunerations;

2) examining determining and approving the Board of directors reports;

3) examining determining and approving the profit distribution scheme and loss recovery

scheme of Company;

4) making resolutions on increase or decrease in the Company’s registered capital;

5) making resolutions on the issuance of corporate bonds;

6) making resolutions on the merger/consolidation split dissolution liquidation or change of

Company form;

7) amending these Articles of Association;

8) making resolutions on the engagement or dismissal by the Company of an accounting firm

that undertakes the auditing of the Company;

9) examining deliberating and approving the guarantee particulars prescribed in Article 11;

10) examining deliberating matters regarding the Company’s purchase or sale of major assets

(exceeding 30% of the most recently audited total assets of Company) within one year;

11) examining deliberating and approving the change of purpose of raised capital;

12) examining and deliberating the equity incentive plan and employee stock ownership plan;

13) examining and deliberating other matters which shall be determined by Shareholders’

Meetings according to the laws administrative statutes regulations of ministries and

commissions and Articles of Association.The shareholders' meeting may authorize the board of directors to decide on the issuance of

company bonds.The statutory powers and functions of the shareholders' meeting stipulated in the Company Law

cannot be exercised by the Board of directors or other organs or individuals by way of

authorization.Article 11 The following external guarantees undertaken by Company shall be approved by

Shareholders’Meeting after examination and deliberation:

1) Any guarantee offered after the total amount of external guarantees undertaken by Company

and its controlled subsidiaries exceeds 50% of the most recently audited net assets;

5Rules of Procedure for Shareholders’Meeting of ADAMALtd.

2) Any guarantee made by the Company after the total amount of external guarantees offered by

the Company and any of the Company's controlled subsidiaries exceeds 30% of the latest

audited total assets;

3) The amount of external guarantees provided by the Company to others within one year

exceeds 30% of the Company's latest audited total assets;

4) Any guarantee offered to an entity with asset-liability ratio exceeding 70%;

5) Any single guarantee with amount exceeding 10% of the most recently audited net assets;

6) Any guarantee offered to shareholders actual controllers and their affiliates.

If the Company's external guarantee violates the approval authority and deliberation procedure

causing losses to the Company the relevant responsible person shall bear the responsibility of

compensation and the Company will give the relevant responsible person corresponding

punishment according to the economic loss suffered by the Company and the severity of the

situation.Chapter IV Authorization Granted by Shareholders’ Meeting to Board of

Directors

Article 12 Except as otherwise provided by laws administrative regulations provisions of CSRC

rules of SZSE the AoA and these Rules Shareholders’ Meeting shall not authorize the Board of

directors to exercise the powers of Shareholders’ Meeting stipulated by Article 10 and Article 11

hereof provided that the Board of directors can be authorized to deal with or implement the issues

under any resolutions which have been approved by the Shareholders’Meeting.When necessary Shareholders’ Meeting may authorize the Board of directors to determine

specific issues relevant to resolved issues for which it is unable or unnecessary to determine in the

Shareholders’Meeting.Article 13 If Shareholders’ Meeting authorizes the Board of directors in accordance with the

provisions hereof it shall comply with following principles:

1) Principle of publicity. Any authorization granted by Shareholders’ Meeting to Board of

directors shall be made in the form of resolution by the Shareholders’Meeting.

2) Principle of appropriateness. The authorization scope shall fully contemplate and reflect the

actual circumstance of the management and operation of Company; whereas it shall avoid the

Board of directors substituting for the Shareholders’ Meeting and the board’s power to make

decisions on management and business operation in the usual course of business shall be

guaranteed.

3) Principle of specificity. The authorization contents should be specific avoiding unclear

powers to be encountered by the Board of directors during actual operation.

6Rules of Procedure for Shareholders’Meeting of ADAMALtd.

4) Principle of due process. Except as otherwise stipulated by Articles of Association with

respect to the issues to be approved by Shareholders’ Meeting in the form of ordinary

resolution or special resolution in accordance with the provisions of laws administrative

regulation these Rules or Articles of Association the corresponding authorizations to the

Board of directors shall be approved by Shareholders’ Meeting in the form of ordinary

resolution or special resolution respectively.

5) Principle of independence. Once Shareholders’ Meeting approves the proposal of authorizing

the Board of directors in the form of resolution the Board of directors can independently

exercise their relevant legitimate powers within the scope of the authorization and shall not

be illegally intervened by any other institutions or individuals.Article 14 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 11;

(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;

7Rules of Procedure for Shareholders’Meeting of ADAMALtd.

(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.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 procedure; for major

investment projects the functional department or branch manager of Company shall conduct

feasibility analysis and demonstration and Company shall organize experts and professionals

including lawyers and accountants to review and issue opinions from the 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;

8Rules of Procedure for Shareholders’Meeting of ADAMALtd.

(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 affiliated person 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.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.

9Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Chapter V Convening Shareholders’ Meeting

Article 15 The Board of directors shall convene Shareholders’ Meeting within the time limit

stipulated by Article 3 hereof; where the board of directors fails to convene Shareholders’ Meeting

within the time limit or make an announcement according to these Rules the persons directly in

charge of this shall bear legal responsibilities and other members of the board of directors shall

bear joint and several liabilities.Article 16 Upon consent by more than half of all the independent directors independent directors

shall have the right to propose in writing to the board for convening Interim Shareholders’

Meeting; with respect to such proposal the board of directors shall provide a written reply on

whether or not holding such Interim Shareholders’ Meeting within 10 days after receiving such

proposal in accordance with provisions of laws administrative regulations and Articles of

Association.Where the board agrees to hold the Interim Shareholders’ Meeting it shall give notice of holding

Shareholders’ Meeting within 5 days after making the board resolution; where the board does not

agree to hold the Interim Shareholders’Meeting it shall give reasons and make an announcement.Article 17 The audit committee is entitled to make a proposal in writing to the board of directors

for convening Interim Shareholders’ Meeting; the board of directors shall provide a written reply

on whether or not to hold such Interim Shareholders’ Meeting within 10 days after receiving such

proposal in accordance with provisions of laws administrative regulations and Articles of

Association.Where the board of directors agrees to the convening of the Interim Shareholders’Meeting it shall

give notice of holding Shareholders’Meeting within 5 days after making board resolution and any

change to the original proposal in the notice should obtain consent from the audit committee.Where the board of directors disagrees to the convening of the Interim Shareholders’ Meeting or

fails to provide a reply within 10 days from the date of the receipt of the said proposal it shall be

deemed incapable or failure to fulfill its obligation of convening the Shareholders’ Meeting;

theaudit committee may thereby convene the Shareholders’ Meeting and preside over the meeting

on its own.Article 18 The shareholders individually or jointly holding more than 10% of the shares of the

company shall have the right to propose in writing to the board of directors the convening of the

interim shareholders’ meeting. The board of directors shall in accordance with the provisions in

laws administrative regulations and these Articles of Association provide a reply in writing on

whether or not to convene such Interim Shareholders’ Meeting within 10 days from the date of the

receipt of such proposal.Where the board of directors agrees to convene the Interim Shareholders’ Meeting it shall give

notice of convening Shareholders’ Meeting within 5 days after making the board resolution and

any change to the original proposal in the notice shall have the consent of the relevant

shareholders.

10Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Where the board of directors disagrees the convening of the Interim Shareholders’ Meeting or fails

to provide a reply within 10 days from the date of the receipt of the said proposal the shareholders

which individually or jointly hold more than 10% of the shares of the company shall have the right

to propose in writing the convening of the Interim Shareholders’ Meeting to the audit committee

and shall raise their request in writing to the audit committee.Where the audit committee agrees to convene the Interim Shareholders’ Meeting it shall give the

notice of holding Shareholders’ Meeting within 5 days after receiving such request and any

change to original proposal in the notice shall have the consent of the relevant shareholders.Where the audit committee fails to give the said notice on Shareholders’ Meeting within the

prescribed time limit it shall be deemed that they failed to convene and preside over the

Shareholders’ Meeting and shareholders which individually or jointly hold more than 10% of the

company's shares for more than 90 consecutive days may convene the Shareholders’ Meeting and

preside over the meeting independently.Article 19 Where the audit committee or shareholders decide to convene a Shareholders’ Meeting

independently by themselves they shall notify the Board of directors in writing to such effect and

file with ShenZhen Stock Exchange.Immediately prior to the announcement of the resolution on Shareholders’ Meeting the

shareholding proportion of convening shareholders shall not be less than 10%.The audit committee or the convening shareholders shall upon issuing the notice on Shareholders’

Meeting and announcing the resolutions of Shareholders’ Meeting submit relevant certificates to

ShenZhen Stock Exchange.Article 20 The Board of directors and the Secretary to the Board of Directors shall support the

Shareholders’ Meeting independently convened by the audit committee or shareholders. The

Board of directors shall offer the register of members as at the equity registration day. Where the

board fails to offer the register of members the convener can request the securities registry &

settlement agency to offer the register by producing an announcement regarding the notice of

Shareholders’ Meeting. The register of members acquired by the convener shall not be used for

purposes other than holding Shareholders’Meeting.Article 21 Where the Shareholders’ Meeting is held independently by the audit committee or

shareholders all necessary costs and expenses related to the meeting shall be borne by the

company.Chapter VI Proposal and Notice of Shareholders’ Meeting

Article 22 The contents of proposals shall be within the scope of the functions and powers of

Shareholders’ Meeting with specific topic and detailed matters for making resolution and shall

comply with relevant provisions of laws administrative regulations and Articles of Association.

11Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Article 23 Where the company holds the Shareholders’ Meeting the board of directors the audit

committee and the shareholders that individually or jointly hold more than 1% of the company's

shares shall have the right to put forward proposals to the company.Shareholders that individually or jointly hold more than 1% of the company's shares may 10 days

prior to the convention of the Shareholders’ Meeting put forward the interim proposals and

submit them in writing to the convener. The convener shall issue a supplementary notice of the

Shareholders’ Meeting within 2 days after receipt of such proposals announcing the contents of

the Interim proposals and submit the interim proposal to the shareholders' meeting for deliberation

except where interim proposals contravene the provisions of laws administrative regulations or

the Articles of Association or do not fall within the scope of duties and powers of the shareholders'

meeting.Except for the circumstances prescribed in the preceding paragraph the convener after having

issued the notice of the Shareholders’ Meeting shall not amend proposals which have been

expressly set out or add new proposal to the said notice.Proposals which are not listed in the said notice or are inconsistent with Article 22 of these

Articles of Association shall not be voted on or resolved on the Shareholders’ Meeting.The notice or supplemental notice on Shareholders’ Meeting shall fully and completely disclose

the contents of all proposals as well as all information or explanation required for shareholders to

make reasonable judgment on the matters to be discussed.Article 24 List of candidates for non-staff representative directors are submitted to Shareholders’

Meeting in form of proposal for voting:

1. The Board of Directors of the Company or the shareholders singly or jointly holding more

than 1% of the shares of the Company may nominate non-independent directors who are not

employee representatives.

2. The Board of Directors of the Company or the shareholders singly or jointly holding more

than 1% of the shares of the Company may nominate independent directors.The nominator of an independent director shall nominate the nominee with such nominee’s prior

consent. The nominator shall adequately understand the profession academic qualifications

professional titles detailed work experience and all part-time jobs of the nominee and express his

opinion on the qualifications and independence of the nominee’s serving as an independent

director and the nominee shall make a public statement that there exists no relationship between

himself and the Company which may influence his independent and objective judgment in any

way. Before the convening of the shareholders’ meeting relating to the election of the independent

director the board of directors shall announce said content according to relevant regulations. In

addition to other items provided in this article the board of directors shall announce the resume

and basic information of each candidate director to the shareholders.

12Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Article 25 Where the Shareholders’ Meeting intends to discuss matters related to the election of

directors the notice on Shareholders’ Meeting shall fully disclose information of the candidates

for directors including but not limited to the following:

1) personal information such as education background work experience part-time job and so on;

2) whether or not the candidates are affiliated with Company or its controlling shareholder and

the actual controller;

3) number of Company shares held by the candidates;

4) whether or not the candidates have received punishments from the CSRC or other competent

authorities or warnings from the stock exchange.Except for the election of directors through a cumulative voting system the proposal for each

director candidate should be put forward separately.Article 26 Convener shall notify each shareholder by announcement 20 days (or 15 days in case

of Interim Shareholders’ Meeting; in both cases excluding the day when the meeting is held)

before Annual Shareholders’Meeting is held.Article 27 If a Shareholders’ Meeting is to be convened Company shall publish announcements

on designated newspaper and the website designated by SZSE i.e. www. cninfo.com.cn. Once the

announcements are made it shall be deemed that all shareholders have received the notice

concerning the Shareholders’Meeting.Article 28 The notice concerning the Shareholders’Meeting shall include the following contents:

1) the time place and period of the General Meeting;

2) The matters and proposals to be examined and deliberated in the General Meeting;

3) explanation with clear wording to the same effect: all shareholders shall have the right to

attend the Shareholders’ Meeting or entrust a proxy (who may not be a shareholder of

Company) to attend the meeting and vote;

4) equity registration dates of the shareholders who are entitled to attend the Shareholders’

Meeting;

5) the name and telephone number of the contact person for the General Meeting;

6) the time and procedure of voting online or by any other means.

The commencement time of voting through Internet or other means shall not be earlier than 03:00

p.m. one day before the Shareholders’Meeting is held at the venue nor be later than 09:30 a.m. on

13Rules of Procedure for Shareholders’Meeting of ADAMALtd.

the day when the Shareholders’ Meeting is held at the venue and the end time shall not be earlier

than 03:00 p.m. on the day when the Shareholders’Meeting held at the venue ends.Article 29 After giving notice concerning the Shareholders’ Meeting the Shareholders’ Meeting

shall not be postponed or cancelled without justifiable reason nor shall proposal listed in the

notice be cancelled. In case of any delay or cancellation the convener shall make an

announcement and specify the reasons at least 2 working days before the originally planned day.Chapter VII Registration of Shareholders’ Meeting

Article 30 If the Company holds a Shareholders’ Meeting the Board of directors or the convener

of Shareholders’ Meeting shall confirm the equity registration date; after the closing of equity

registration date the registered shareholders are those who have relevant equities.The interval between the equity registration date and the date of meeting should not be more than

7 working days. Once confirmed the equity registration date shall not be changed.

Article 31 All registered shareholders as at the equity registration date are entitled to attend the

Shareholders’ Meeting and have various rights granted by laws administrative regulations and

Articles of Association such as right to learn the truth right of speech right to address questions

and voting right.Shareholders can be present at the Shareholders’ Meeting or entrust a proxy (who may not be a

shareholder) to attend the meeting and vote.Article 32 Where the individual shareholders personally attend the Shareholders’ Meeting they

shall present their identification cards or other valid certificates which verify their identities;

where the individual shareholders entrust their proxies to attend the meeting on their behalf said

proxies shall present their valid identity certificates and the power of attorney from the

shareholder.In the case of corporate shareholders their legal representatives or proxies entrusted by such legal

representatives shall attend the meeting. The legal representatives if attending the meeting shall

present their identification cards and valid certificates which verify their qualifications as legal

representative; where proxies are entrusted by such legal representatives to attend the meeting

such proxies shall present their identification cards and the written power of attorney as issued

legally by the legal representatives of the legal person shareholders.Article 33 The power of attorney entrusting others to attend the Shareholders’ Meeting shall

specify following contents:

1) the name or title of the principal and the type and number of shares held;

2) the name or title of proxy;

3) specific instructions given by the shareholder including instructions for voting on each matter

14Rules of Procedure for Shareholders’Meeting of ADAMALtd.

to be examined and deliberated at the Shareholders’ Meeting whether in favor of or against

or abstaining from the vote;

4) the date of issuance and the term of validity of the power of attorney;

5) the signature (or seal) of the principal. Where the principal is a corporate shareholder the

corporate seal shall be affixed.Article 34 Where the power of attorney granted for voting by proxy is signed by a person

entrusted by the principal the authorization letter signed by authorization or other authorization

documents shall be notarized. The notarized authorization letter or other authorization documents

as well as the power of attorney granted for voting by proxy shall be kept at the domicile of the

company or at any other place prescribed in the Notice for convening the shareholders’ meeting.Article 35 The register of attendees shall be prepared by Company and shall expressly record such

matters as names of the attendees (or of the unit thereof) identity card numbers of the attendees

the number of voting shares held or represented by the attendee and the names of the principal (or

of the unit thereof).Article 36 Convener and lawyers engaged by Company will jointly validate the legitimacy of the

qualifications of each shareholder according to the register of members provided by securities

registration & settlement agency and register the full name of each shareholder and number of

voting shares held by them. Prior to the announcement by the host of the total number of the

voting shares held by the attending shareholders and proxies the registration shall be ceased.Article 37 The attending qualification of the attendee of Shareholders’ Meeting shall be deemed

invalid under any of following circumstances:

1) the identity card of principal or attendee has not complied with the identity card management

regulations such as counterfeit expiry or alteration of identity card or incorrect identity card

number;

2) the identity card submitted by the principal or attendee is illegible;

3) the signatures on the powers of attorney are obviously different where more than one person

have been authorized by the same shareholder to attend the meeting;

4) the power of attorney has not been not signed or sealed by the principal;

5) the certificates submitted by the principal or persons attending meeting on his/her behalf have

not complied with the laws administrative regulations other normative documents and

Articles of Association.Article 38 Where the proxy’s qualification of attending meeting has been confirmed to be invalid

due to unclear authorization from the principal or on the basis that the proofs submitted by its

proxy certifying the legal identity and authorization have not complied with the laws

15Rules of Procedure for Shareholders’Meeting of ADAMALtd.

administrative regulations other normative documents and Articles of Association the principal or

its proxy shall bear corresponding responsibilities and consequences.Chapter VIII Meeting Discipline

Article 39 The Board of directors and other conveners as well as the Board secretary shall adopt

necessary measures to guarantee the normal order of Shareholders’ Meeting and timely adopt

measures to stop any behaviors of intervening the Shareholders’ Meeting including those picking

quarrels and stirring up trouble or those infringing upon the legal benefits of the shareholders and

shall report to the competent authorities for investigation.Article 40 Except for the directors Senior managers and the shareholders or their proxies

engaged lawyers notaries or persons invited by convener who have completed the registration

formalities for attending the meeting Company shall have the right to refuse any other persons to

enter the venue of the meeting.The aforesaid persons shall enter the venue before commencement of the meeting and may not

leave without the consent of the host.Article 41 The host of the meeting may require the following persons to leave:

1) persons who are unqualified to attend the meeting;

2) persons who disturb the order of venue;

3) persons who carry dangerous articles;

4) others who should leave.

If any of the aforesaid persons do not comply with the order of leaving the host may dispatch

relevant personnel to have them leave the meeting with force.Chapter IX Holding Shareholders’ Meeting

Section I General Provisions

Article 42 When holding Shareholders’ Meeting Company shall adhere to the principle of

simplicity without giving any extra economic benefits to the shareholders or their proxies who

attend the meeting.Article 43 If the shareholders' meeting requires the directors and senior executives to attend the

meeting without voting rights the directors and senior executives shall attend the meeting without

voting rights and answer the shareholders' inquiries.Article 44 Host shall declare the commencement of meeting according to scheduled time but the

16Rules of Procedure for Shareholders’Meeting of ADAMALtd.

commencement of the meeting can be declared after the scheduled time under any of following

circumstances:

1) the facilities in the venue are incomplete;

2) the directors Senior managers witnessing lawyers are not present affecting the normal or

legitimate commencement of the meeting;

3) Other important reasons which affect the normal commencement of the meeting.

Section II Host

Article 45 The Board Chairman shall preside over the Shareholders’ Meeting. When the Board

Chairman is unable or fails to perform his or her duties a director elected jointly by more than

half of all directors shall preside over the meeting.Where the Shareholders’Meeting is independently convened by the audit committee the convener

of the audit committee shall preside over the meeting. Where the convener of the audit committee

is unable or fails to perform his or her duties a member of the audit committee elected jointly by

more than half of the members of the audit committee shall preside over the meeting.Shareholders’ meetings independently convened by the shareholders shall be presided over by the

convener or the representative appointed thereby.If any ongoing Shareholders’ Meeting cannot continue due to the host’s breach of rules of

procedure the Shareholders’Meeting can elect one person to act as the host to resume the meeting

subject to the consent of the shareholders who are present and who represent more than half of

voting rights.Section III Consideration of Proposals

Article 46 The host will preside over the consideration of proposals and topics in accordance with

the order in the agenda. With respect to the contents listed in the agenda the host may depending

on the actual circumstances adopt the method of reporting first collective consideration and

collective voting or adopt the method of consideration and voting item by item for complicated

topics. The Shareholders’ Meeting shall allow reasonable discussion time for each topic. The host

shall orally ask if all shareholders have finished their consideration; if no shareholder raises any

objection the examination and deliberation process shall be deemed to be completed.Article 47 When examining and deliberating on the proposals the shareholders or proxies shall

precisely indicate their opinions and may ask the speakers to further clarify on the issues which

would affect their judgment and voting .Shareholders may raise questions and suggestions on the contents of the proposals and the host

shall arrange directors and Senior managers to explain the questions from the shareholders.However the host can refuse the questions from the shareholders under any of the following

circumstances but reasons should be given:

17Rules of Procedure for Shareholders’Meeting of ADAMALtd.

1) the questions are irrelevant to the proposal;

2) the issues in question are to be investigated;

3) involving business secrets of Company and should not be publicized at the Shareholders’

Meeting ;

4) other reasons deemed to be important.

Section IV Voting

Article 48 Before voting the host shall declare the number of shareholders and proxies attending

the meeting at the venue and the total number of voting shares held by them; the number of

shareholders and proxies and the total number of voting shares are subject to the registration of the

meeting.Article 49 The Shareholders’ Meeting shall not vote and adopt resolution for the proposals which

are not listed in the notice or supplemental notice of Shareholders’ Meeting or which do not

comply with Article 22 hereof.Article 50 Voting at the Shareholders’ Meeting shall be by means of an open ballot.Article 51 The same voting right can only opt for one kind of voting method namely to vote

on-site on the Internet or otherwise. If repeated voting are exercised in relation to the same voting

right only the first voting result would be recognized.Article 52 A shareholder (including his/her proxy) exercises his or her voting right with the

number of voting shares represented by him/her and each share has one voting right.The shares held by Company have no voting rights and will not be accounted for in the total

number of voting shares represented by the attendees of Shareholders’Meeting.Article 53 When Shareholders’ Meeting is voting on the proposal regarding share allotment the

initiating shareholders of Company and the directors and Senior managers entitled to the allotment

right shall indicate their intentions of subscription.Article 54 When exercising voting rights the controlling shareholders of Company shall not make

any decisions which may damage legitimate interests of Company and other shareholders.Article 55 When the Shareholders’ Meeting is examining and deliberating on matters related to

connected transactions the connected shareholders may explain to the Shareholders’ Meeting

about the fairness legality and reasons for the connected transactions but shall abstain from

voting for the connected transactions and the number of voting shares represented by them will

not be accounted for in the total number of effective votes. The announcement of resolutions of

Shareholders’ Meeting shall fully disclose the votes results of unconnected shareholders. When

18Rules of Procedure for Shareholders’Meeting of ADAMALtd.

examining and deliberating on the major issues affecting the interests of small and medium-sized

investors the Shareholders’ Meeting shall separately account for the votes of small and

medium-sized investors and timely disclose the results which are separately accounted for.The connected shareholders shall apply for avoidance and other shareholders may also apply for

avoidance. The Board of directors shall make judgment on whether the issues to be submitted to

Shareholders’ Meeting for consideration constitute connected transaction or not in accordance

with the provisions of the laws administrative regulations and listing rules of SZSE; if any issue

constitutes connected transaction the Board of directors shall notify connected shareholders in

writing.The Board of directors shall disclose in the notice of Shareholders’ Meeting the connected parties

of the proposals to be examined and determined.The connected shareholders who should avoid as stipulated by this provision include:

1) the transaction counterpart;

2) those persons who directly or indirectly controlling the counterpart;

3) those persons who directly or indirectly controlled by the counterpart directly or indirectly;

4) those persons who directly or indirectly under common control of the same legal person(or

other organizations) or natural person with the counterpart;

5) those persons who are employed by the counterpart the legal entity (or other organizations)

directly or indirectly controlling such counterpart or the legal entity (or other organizations)

directly or indirectly controlled by such counterpart;

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

7) those whose voting right are affected or limited due to any outstanding equity transfer

agreement or other agreement with the counterpart or its affiliate;

8) those shareholders who may be biased due to their own interests as deemed by CSRC and

SZSE.Article 56 The board of directors independent directors shareholders holding more than 1% of

the voting shares or the investor protection institutions statutorily set up may publicly collect the

voting rights of shareholders. When soliciting shareholders' voting rights the specific voting intent

and other information shall be fully disclosed to the solicited party. It is prohibited to solicit

shareholders' voting rights in a paid or disguised paid manner. Except for the statutory criteria the

company shall not set minimum shareholding percentage restrictions for solicitation of voting

rights.The solicitors specified in the preceding paragraph who solicit voting rights from shareholders

19Rules of Procedure for Shareholders’Meeting of ADAMALtd.

shall comply with the provisions of relevant regulatory rules disclose the solicitation

announcement relevant solicitation documents as well as the progress and results of the

solicitation in accordance with the law.Article 57 The company shall on the premise of ensuring the legitimacy and validity of the

Shareholders’ Meeting provide online voting so as to facilitate shareholders attending the

Shareholders’Meeting.Article 58 Except under special circumstances for example where Company is in crisis without

approval from Shareholders’ Meeting in form of special resolution Company will not conclude

contracts with any person other than directors and Senior managers stipulating that all or

important business of Company will be managed by any such persons.Article 59 When voting for the election of directors the Shareholders’ Meeting shall vote for each

candidate of directors one by one. Cumulative voting system can be implemented according to

Articles of Association or resolutions of Shareholders’Meeting.The cumulative voting system mentioned in preceding paragraph refers to the voting system that

when Shareholders’ Meeting is electing directors (including independent directors) each share

held by shareholders has the same voting right with the number of directors to be elected; the

voting rights owned by a shareholder can be used collectively or be freely allocated to all or

partial candidates of directors whom such shareholder can elect and candidates with higher

number of votes obtained will be elected.I) Company’s voting method applicable to cumulative voting system with respect to election of

director is as follows:

1. The election of independent directors and common directors shall be separated as follows:

When electing independent directors the number of voting right to which each shareholder is

entitled equals to number of shares held by such shareholder multiplied by the number of

independent directors who can be elected by such shareholder and those votes can only be casted

toward candidates of independent directors;

When electing common directors the number of voting right to which each shareholder is entitled

equals to number of shares held by such shareholder multiplied by the number of common

directors who can be elected by such shareholder and those votes can only be casted toward

candidates of common directors.

2. When filling out the ballot a shareholder can cast all his/her voting rights to one candidate of

director or to more than one candidate and mark the number of voting rights used next to each

director elected by such shareholder. If a shareholder specifically disapproves any one or more

candidates and elects to vote for others the shareholder shall fill out the name of the elected

person and mark the number of voting rights used next to the name.

3. If the total number of voting rights used by a shareholder exceeds the number of voting rights

20Rules of Procedure for Shareholders’Meeting of ADAMALtd.

legitimately owned by him/her the ballots held by such shareholder shall be invalid.

4. If the total number of voting rights used by a shareholder in the ballot does not exceed the

number of voting rights legitimately owned by him/her the ballot shall be valid.

5. After the voting the ballots shall be counted and the votes obtained by each candidate shall be

announced. The directors elected shall be determined based upon the number of votes obtained by

the candidates.

6. The principle of election of directors: the final directors elected shall be determined based upon

the number of votes obtained by the candidate but the minimum number of votes obtained by

each director elected shall be more than half of the voting power of the shareholders(including

proxies thereof) attending the Shareholders’ Meeting.

7. If the number of director candidates is higher than the number of directors candidates to be

elected the directors elected shall be determined according to the number of votes obtained by

each candidate (ranking from high to low) but the minimum votes obtained by each elected

directors must comply with the requirements offset forth in Item 6 above.

8. If the number of director candidates obtaining the same votes at one time exceeds the number of

directors of the kind that is to be elected another voting shall be conducted for the aforesaid

candidates according to the procedure set forth in this Article until the director or diectors to be

elected can be determined.

9. If one cumulative voting fails to elect the requisite number of a particular type of directors

stipulated by Articles of Association another voting shall be conducted for candidates who fail to

obtain more than half of the voting shares held by shareholders (including their proxies) attending

the Shareholders’ Meeting according to the procedure stipulated by this Article; if the number of

the directors elected still fails to meet the requirements a further voting will be conducted on the

next Shareholders’Meeting of Company.

10. Before the shareholders voted upon the election of directors the board of directors shall be

responsible in construing the specific method of cumulative vote set forth in Articles of

Association so as to ensure that the shareholders exercise their voting rights correctly.Article 60 In addition to cumulative voting system Shareholders’ Meeting will vote on all of the

proposals one by one; if different proposals are raised for the same issue the voting will be

conducted according to the order that each of the proposal was submitted. Unless the Shareholders’

Meeting is suspended or is unable to make a resolution due to special reasons such as force

majeure the Shareholders’Meeting shall not set aside the proposal or refuse voting.Article 61 When examining and determining the proposals the Shareholders’ Meeting shall not

amend the proposal; where there is any amendment the relevant amendment shall be deemed as a

new proposal which cannot be voted at such meeting.Article 62 Shareholders attending the Shareholders’ Meeting shall express one of following

21Rules of Procedure for Shareholders’Meeting of ADAMALtd.

opinions for the proposals submitted for voting: consent opposition or abstention.Illegible ballots or ballots not filled or wrongly filled or not casted will be deemed that voter has

waived his/her voting rights and the voting result of the shares held by he/she shall be counted as

“abstention”.Article 63 Before voting the proposal the Shareholders’ Meeting shall elect two representatives

shareholders to participate in counting and supervising the votes. If any shareholder has any

relation with any matters to be examined and deliberated upon such shareholder and his/her proxy

shall not participate in counting and supervising the votes.When the Shareholders’ Meeting votes on the proposals the lawyers and representatives of

shareholders will jointly be responsible for counting and supervising the votes and for announcing

the voting results at the meeting; the voting result will be recorded in minutes.Article 64 The host shall announce the votes and voting result of each proposal and announce

whether or not the proposal has been passed based on voting result.Where the host has any doubt on the voting results he may organize to have the number of votes

counted; where the host does not do so and the attending shareholders or their proxies thereof

challenge the voting results announced by the host they are entitled to require the counting of

votes immediately upon the announcement of the voting results and the host shall organize the

vote calculation without delay.Article 65 Where the Shareholders’ Meeting has also allowed for online voting or other voting

method the end time of the Shareholders’ Meeting held on-site shall not be earlier than the end

time of online voting or other voting method.The shareholder or his/her proxy of Company voting through online voting or other voting method

is entitled to view his/her voting result through corresponding voting system.After online voting is completed Company can apply to China Securities Depository and Clearing

Corporation Limited Shenzhen Branch for voting result in writing.Prior to the announcement of voting results Company persons in charge of counting and

supervising ballots shareholders Internet service provider and all parties involved in Shareholders’

Meeting held on-site online voting and other voting methods shall bear a confidentiality

obligation regarding the voting results.Section V Resolutions

Article 66 After proposals are voted at Shareholders’ Meeting resolutions shall be formed based

on voting result.Article 67 There shall be two types of resolutions of the Shareholders’ Meeting: ordinary

resolution and special resolution.

22Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Ordinary resolutions shall be made by more than 1/2 of voting rights of shareholders (including

their proxies) attending the Shareholders’Meeting.Special resolutions shall be adopted by at least 2/3 of voting rights of shareholders (including their

proxies) attending the Shareholders’Meeting.Article 68 The following matters shall require the approval of the Shareholders’ Meeting by

ordinary resolution:

1) the work reports of the Board of directors;

2) Profit distribution scheme and loss recovery scheme prepared by the Board of directors;

3) the appointment and dismissal of members of Board of directors and their remunerations;

4) matters other than those which shall be passed by special resolution in accordance with the

provisions of the laws administrative regulations or the Articles of Association;

Article 69 The following matters shall be passed at the Shareholders’ Meeting by special

resolution:

1) increase or decrease in the registered capital of Company;

2) spin-off split merger/consolidation dissolution and liquidation of Company;

3) amendments to the Articles of Association;

4) Company’s purchase or sale of considerable assets within one year or the guarantee amount

exceeds 30% of the most recently audited total assets of Company;

5) equity incentive plan;

6) other matters which are prescribed in the provisions of the laws administrative regulations or

Articles of Association as well as the matters which are deemed if passed by means of

ordinary resolution by the Shareholders’ Meeting to have potential material influence on the

company and shall be passed by special resolution.Article 70 The contents of resolutions of Shareholders’ Meeting shall comply with the provisions

of laws administrative regulations or Articles of Association and the directors attending the

meeting shall guarantee the authenticity accuracy and completeness of the contents of resolutions

without any ambiguous wording.Article 71 Where any resolution of the shareholders' meeting violates any of the laws or

administrative regulations it shall be invalidated.

23Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Where the convening procedure or voting method of Shareholders’ Meeting violates any laws

administrative regulations or Articles of Association or the content of any resolution breaches

Articles of Association the shareholders may apply to the court for revoking the resolution within

60 days after the resolution is made except where the convening procedures or voting method of a

shareholders' meeting has only minor defect which does not have a substantial impact on the

resolution.Where the relevant parties such as the board of directors the shareholders etc. dispute over the

validity of resolution passed by the shareholders' meeting they shall promptly file a lawsuit with a

people's court. Before the people's court makes a judgment or ruling on revocation of the

resolution the relevant parties shall implement the resolution passed by the shareholders' meeting.The company its directors and senior executives shall perform their duties pragmatically and

ensure normal operations of the company.Where the people's court has made a judgment or ruling on the relevant matter the company shall

perform information disclosure obligation pursuant to the provisions of laws administrative

regulations the CSRC and the Stock Exchanges provide adequate explanation on the impact and

actively cooperate in enforcement of the judgment or ruling upon its validity. Where a correction

of preliminary matter is involved the correction shall be promptly made and the corresponding

information disclosure obligation shall be performed.Section VI Speeches of Shareholders

Article 72 Shareholders or their proxies attending the Shareholders’ Meeting are entitled to give

speeches at the meeting.Article 73 Shareholders can give oral or written speeches when the Shareholders’ Meeting

commences its procedure of shareholder speech.Article 74 Shareholders who request to give speeches at Shareholders’ Meeting shall be registered

before signing in at the venue of meeting and at least following items should be registered:

1) the name of the shareholder giving speech;

2) the name of the speaker;

3) the number of shares held;

4) the main contents or topic of the speech;

5) the estimated duration of the speech.

Article 75 The host shall confirm the order of speeches according to the meeting duration listed in

the notice of Shareholders’ Meeting the number of speakers registered the content and time of

the speech so that shareholders would be allowed for reasonable time of expression.

24Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Article 76 When the Shareholders’ Meeting is being held shareholders who request to give a

temporary speech or to address inquiries to relevant issues should obtain consent from the host.After being approved by the host the shareholder shall report his/her name and the number of

shares held by him/her.Section VII Adjournment

Article 77 Convener shall ensure that the Shareholders’ Meeting is held continuously within

reasonable working hours until all proposals listed in the agenda form final resolutions after

examination deliberation and voting. If the Shareholders’ Meeting is suspended or is unable to

make a resolution due to special reasons such as force majeure the convener shall adopt necessary

measures to resume or terminate the Shareholders’ Meeting make announcement in time and

report it to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange.Article 78 At the meeting if shareholders’ doubts on identities or counting result cannot be solved

affecting the order of meeting and making it impossible to continue the meeting the host shall

declare a temporary adjournment. Upon resolving the above issues the host shall notify

shareholders to resume the meeting as soon as practicable.Article 79 At the Shareholders’ Meeting the host may declare a temporary adjournment according

to the progress of the meeting schedule and other circumstances.Section VIII Minutes of Shareholders’Meeting and Execution

Article 80 The Shareholders’ Meeting shall have minutes which is prepared by the Secretary to

the Board of Directors and shall record the following contents:

1) the time place and agenda of meeting and the name of convener;

2) the names of the host directors and Senior managers who attend the meeting as a non-voting

delegate;

3) the number of shareholders and proxies attending the meeting total number of voting shares

held by them and its proportion to total number of shares of Company;

4) the consideration procedure main point of speech and voting result of each proposal;

5) the inquiry opinions or suggestions of shareholders and corresponding reply or explanation;

6) the names of lawyers and persons in charge of counting and supervising ballots;

7) other contents to be included in the minutes according to Articles of Association.

Article 81 The convener shall ensure the contents of minutes are true accurate and complete. The

directors secretary convener or his/her representative and the host present at the meeting with or

25Rules of Procedure for Shareholders’Meeting of ADAMALtd.

without voting rights shall sign on the minutes. The minutes shall be kept together with signature

book of present shareholders and power of attorney issued to proxies and effective documents

related to online voting and other voting methods for a term of no less than 10 years.Chapter X Implementation of Resolutions and Information Disclosure

Article 82 Where the Shareholders’ Meeting adopts the resolutions concerning the election of

directors the newly elected directors should take office at the day when the relevant resolutions

are adopted at the meeting.Article 83 Where the Shareholders’Meeting adopts the proposals concerning cash dividend bonus

issue or capital reserve converted into share capital the listed company shall implement the

scheme within 2 months after the end of Shareholders’Meeting.Article 84 The Board of directors shall timely publish the resolutions of Shareholders’ Meeting at

designated newspaper and website at the time stipulated by laws administrative regulations other

regulations and the provisions of Listing Rules for Stocks Traded on SZSE.Article 85 The publication shall specify the number of shareholders and proxies attending the

meeting total number of voting shares held by them and its proportion to total number of shares of

Company voting method voting result of each proposal and so on.Article 86 Where any proposal is not adopted or the Shareholders’ Meeting modifies the

resolution of last meeting it should be mentioned in the announcement of resolution of

Shareholders’Meeting.Article 87 The Board of directors shall publish the Legal Opinions issued by lawyers attending the

Shareholders’Meeting together with the resolution of the Shareholders’Meeting.Chapter XI Supplemental Rules

Article 88 Where these Rules conflict with Company Law Securities Law and Articles of

Association the aforesaid laws administrative regulations regulations and Articles of Association

shall prevail.Article 89 The Company may amend these Rules under any of the following circumstances:

1) the provisions hereof conflict with revised laws or administrative regulations such as

Company Law;

2) the Shareholders’Meeting determines amendment to these Rules.

Article 90 The amendments to these Rules will become effective after being approved by

Shareholders’Meeting.

26Rules of Procedure for Shareholders’Meeting of ADAMALtd.

Article 91 “Above” and “within” referred to in these Rules include such number; “beyond” “lessthan” “more than” and “exceeding” exclude the number.Article 92 The Board of directors is responsible for the interpretation of these Rules.Article 93 These Rules become effective after being approved by the Shareholders’Meeting.ADAMALtd.

27

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