ADAMALtd.2025 Working Report of the Board of Directors

In 2025 the Board of Directors (the BOD) of Adama Ltd. (hereinafter referred to as

the “Company”) has strictly abided by the “Company Law” “Shenzhen StockExchange Stock Listing Rules” and “Self-Regulatory Guidelines No. 1 for CompaniesListed in Shenzhen Stock Exchange - Standardized Operations of Main board ListedCompanies” and other relevant laws and regulations implemented the regulatory

provisions of China Securities Regulatory Commission (CSRC) and the Shenzhen

Stock Exchange (SZSE) earnestly performed the duties entrusted by the Articles of

Association and the Rules of Procedure of the Board of Directors and conscientiously

executed the resolutions passed by the shareholders' meeting in the spirit of being

responsible to all shareholders of the Company. During the reporting period all

directors fulfilled their duties diligently and gave full play to their core role in

corporate governance. The work in 2025 is now reported as follows.I. 2025 Business Review

Through 2025 channel inventory returned to pre-pandemic levels in most countries

following crop protection demand recovery. Pricing pressures remain high driven by

production over-capacity of active ingredients (AI). Crop commodity prices remain

stably low while farmer profitability remains tight leading to just-in-time purchasing

patterns.ADAMA continued to implement its Fight Forward transformation plan launched at

the beginning of 2024 promoting its goal to improve profit and cash performance.The plan sharpened ADAMA’s focus on priority countries and products optimized its

global assets and enhanced cost competitiveness and established a more agile and

streamlined operating model.Revenues for the full year were RMB 28.9 billion a decline of approximately 2%

compared to the full year of 2024 following implementation of the Company’s

strategic decisions to optimize its portfolio and geographical presence and reduce

selling some basic chemical products as well as under the impacts of extreme weather

conditions in some key countries. Despite lower sales reported gross profits for the

full year increased by 13% and reported gross margin improved by 3 percentage

1points mainly reflecting the positive impacts of lower costs due to improved

operational efficiency and lower costs of inventory sold. Reported operating expenses

declined compared to 2024 under the positive impacts of the Fight Forward plan.Reported net loss for the full year was reduced by 64% compared to 2024. In addition

both operating and free cash flow improved significantly attributed to better

collection and continued investment optimization.For detailed analysis about the Company’s performance in 2025 please refer to the

2025 Annual Report and appendix to be disclosed on March 28 2026 on

www.cninfo.com.cn.II. Work of the Board of Directors

(I) Build-up of the Board of Directors

In 2025 in line with the latest regulatory policies of the China Securities Regulatory

Commission (CSRC) and the Shenzhen Stock Exchange the Company amended its

Articles of Association and the appendices thereto. Under the amended Articles the

board of directors shall consist of seven directors including one employee director.The Company will no longer have a supervisory board and instead the audit

committee shall exercise the supervisory powers and functions of a supervisory board

as stipulated in the Company Law.Pursuant to the Articles of Association the Company convened an employees’

representatives meeting at which Mr. Niu Limin was elected as the employee

representative director of the tenth Board of Directors. Together with the three

non? independent directors and three independent directors previously elected by the

shareholders’ general meeting he forms the seventh? member of the tenth session of

the board of directors of the Company.(II) Convention of Board Meetings

In 2025 the Company held a total of eight board meetings at which 43 resolutions

were considered and approved and none was rejected. The details of the meetings are

as follows:

Number of Convening Disclosure

Meeting Resolutions

Sessions Date Date

2The meeting reviewed and approved:

1. Proposal on the 2024 Annual Report and its

Abstract

2. Proposal on the 2024 Financial Statements

3. Proposal on the Pre-Plan of the 2024 Dividend

Distribution

4. Proposal on the Self-Assessment Report on

the 2024 Internal Control of the Company

5. Proposal on the 2024 Working Report of the

Board of Directors

6. Proposal on the 2024 Risk Appraisal Report of

Sinochem Finance Co. Ltd.

7. Proposal on the Remuneration of Senior

Executives

8. Proposal on the Change of Accounting Firm

and the Engagement with an Audit Firm for

the Audit of the Financial Statements and

The 10th Internal Control of the Company for 2025

Meeting of 9. Proposal on the Report on Performance

the 10th March 12 March 14 Evaluation of Audit Firm in 2024 and the

Session of 2025 2025 Performance of Supervision Duties by the

the Board of Audit Committee

Directors 10. Proposal on the Expected Related Party

Transactions in the Ordinary Course of

Business in 2025

11. Proposal on the Special Opinion on

Self-examination of the Independence of

Independent Directors

12. Proposal on Formulating the Valuation

Enhancement Plan of the Company

13. Proposal on Revisions to the Company’s

Management Policy for Currency Risk

Hedging

14. Proposal on the Expected Derivatives

Transactions for Hedging

15. Proposal on Calling for the 2024 Annual

General Meeting

The 2024 Working Reports of the Independent

Directors were also presented and reviewed during

the meeting.

3The meeting reviewed and approved:

1. Proposal on the Q1 2025 Report

2. Proposal on ADAMA’s 2024 Social

The 11th Responsibility Report

Meeting of 3. Proposal on Providing Guarantees in favor of

the 10th April 28 April 29 the Company’s Subsidiaries

Session of 2025 2025 4. Proposal on Bank Loans

the Board of 5. Proposal on Adjusting the Remuneration of the

Directors President and CEO

6. Proposal on the Appointment of the Head of

the Internal Auditing Department of the

Company

The 12th

The meeting reviewed and approved:

Meeting of

th 1. Proposal on Bonds Buyback Plan of thethe 10 May 27 May 28

Company’s Overseas Wholly-owned

Session of 2025 2025

Subsidiary

the Board of

Directors

The 13th

Meeting of

th The meeting reviewed and approved:the 10 June 12 June 13

1. Proposal on the Remuneration Related

Session of 2025 2025

Matters of Senior Executives

the Board of

Directors

The meeting reviewed and approved:

The 14th 1. Proposal on the 2025 Semi-Annual Report and

Meeting of its Abstract

the 10th August 25 August 27 2. Proposal on the 2025 Semi-annual Risk

Session of 2025 2025 Appraisal Report of Sinochem Finance Co.the Board of Ltd.Directors 3. Proposal on the Adjustment to President and

CEO Remuneration Terms

The meeting reviewed and approved:

1. Proposal on the Q3 2025 Report

2. Proposal to Amend the Articles of Association

The 15th of the Company and its appendices

Meeting of 3. Proposal on Revisions to Implementation

the 10th October 28 October 30 Rules of the Special Committees of the Board

Session of 2025 2025 4. Proposal on Revisions to the Information

the Board of Disclosure Management Rules of ADAMA

Directors Ltd.

5. Proposal on Providing Guarantees by a

Wholly-owned Subsidiary to its Subsidiary

6. Proposal on Signing of Supplemental

4Agreement III to the Entrusted Operation and

Management Agreement on Anhui Petro &

Chemical

7. Proposal on Calling for the 2nd Interim

Shareholders Meeting in 2025

The 16th

Meeting of

the 10th December 1 December 2 The meeting reviewed and approved:

Session of 2025 2025 1. Proposal on the 2026 STI Change

the Board of

Directors

The meeting reviewed and approved:

1. Proposal on the 2026 Work Plan

2. Proposal on the Expected Related Party

Transactions in the Ordinary Course of

Business in 2026

3. Proposal on the Expected Derivatives

Transactions for Hedging

4. Proposal on Formulating the Information

The 17th

Disclosure Suspension and Exemption

Meeting of

th Management Policythe 10 December December

5. Proposal on Formulating the Management

Session of 22 2025 23 2025

Policy for the Departure of Board Members

the Board of

and Senior Executives

Directors

6. Proposal on Revisions to the Insider

Registration Management Rules

7. Proposal on Revisions to the Related-party

Transactions Management Rules

8. Proposal on the Internal Audit Management

Rules

9. Proposal on Calling for the 1st Interim

Shareholders Meeting in 2026

(III) Convention of the General Meetings of Shareholders

In 2025 the BOD in accordance with the resolutions and authorization of the

shareholders’ general meeting duly implemented the proposals approved by the

shareholders’ general meeting and completed all matters required to be handled

pursuant to such resolutions.In 2025 the BOD called for 3 general meetings of shareholders to review 12

proposals. The procedures of the general meeting of shareholders all complied with

5the prescribed requirements and lawyers were engaged to ensure that all shareholders

especially the minority shareholders have exercised their rights to know participate

and vote on major matters. Please see the details below.Number of Convening

Consideration of Proposals

Sessions Date

First

Extraordinary

General January 3 1. Proposal on Providing Guarantees by a Wholly owned

Meeting of 2025 Subsidiary to its Subsidiaries

Shareholders

in 2025

1. Proposal on the 2024 Annual Report and its Abstract

2. Proposal on the 2024 Financial Statements

3. Proposal on the Pre-Plan of the 2024 Dividend Distribution

4. Proposal on the Self-Assessment Report on the 2024 Internal

Control of the Company

5. Proposal on the 2024 Working Report of the Board of

Directors

2024 Annual 6. Proposal on the Change of Accounting Firm and the

April 7

General Engagement with an Audit Firm for the Audit of the

2025

Meeting Financial Statements and Internal Control of the Company

for 2025

7. Proposal on the Expected Related Party Transactions in the

Ordinary Course of Business in 2025

8. Proposal on the 2024 Working Report of the Board of

Supervisors

9. Proposal on the Expected Derivatives Transactions for

Hedging

Second

Extraordinary 1. Proposal to Amend the Articles of Association of the

General November Company and its appendices

Meeting of 11 2025 2. Proposal on Providing Guarantees by a Wholly-owned

Shareholders Subsidiary to its Subsidiary

in 2025

(IV) Performance of Duties by Special Committees of the Board of Directors

Three special committees are set up under the BOD namely the Audit Committee the

Remuneration and Appraisal Committee and the Nomination Committee. In 2025 the

special committees of the BOD performed their duties in strict accordance with the

Articles of Association and the implementation rules of each special committee based

on the principle of diligence and responsibility provided advisory opinions for the

6decision-making of the BOD and played a positive role in the standardized operation

and the scientific decision-making.In 2025 the Audit Committee held five meetings to review periodical statements the

appointment of audit institutions internal control internal audit risk assessment of

the group finance corporation profit distribution hedging and other matters. It

effectively supervised the Company's financial status strictly controlled risks and

summitted all the proposals to the BOD after approval.The Remuneration and Appraisal Committee held five meetings to review the

performance evaluation the remuneration and policies of compensation and

incentives of the senior management of the Company to ensure that relevant policies

are in line the transformation stage the Company is at.The Nomination Committee didn’t hold any meetings in 2025 as there was no change

to board members or senior management.(V) Performance of Board Members including Independent Directors

All board members have fulfilled their duties conscientiously exercised their powers

in accordance with the law and taken a proactive interest in the Company’s

operational and management information financial performance and significant

matters. They have engaged in thorough discussions on all proposals submitted to the

Board for consideration by expressing their views freely and offering suggestions on

operation and development thereby ensuring sound decision-making and proper

governance.In accordance with relevant provisions of the Company Law the Measures for the

Administration of Independent Directors of Listed Companies and the requirements of

the Articles of Association and the Independent Director Policy the independent

directors of the Company faithfully and diligently performed their duties actively

paid attention to the operating and financial status attended relevant meetings on time

and carefully considered various proposals of the board of directors and special

committees. In 2025 the independent directors held five special meetings to consider

dividend distribution related party transactions hedging the risk assessment report of

the group finance corporation and bond buyback by a subsidiary which were

submitted to the BOD for consideration after the approval of all independent directors.Independent directors visited the operation sites and attended management meetings

to understand the business progress and industry trends. They exchanged ideas with

7auditors on the audit work plans and other important issues and earnestly performed

supervisory duties. They also participated in the annual report performance roadshow

to understand investors’ concerns and demands for the Company.In 2025 the meeting participation of independent directors is as follows:

Participation of independent directors in BOD meetings and shareholders' meetings in 2025

Name of Number of Board Actual number of

meetings to be board meetings Attendance at general meetings

Director attended attended

Ge Ming 8 8 3

Yang Guangfu 8 8 3

Huang Jingsheng 8 8 3

Pursuant to the “Remuneration Scheme for Non-Independent Directors” approved

by the Company’s shareholders’ meeting (Announcement of the Resolutions of the

First Extraordinary General Meeting of Shareholders for 2018 No. 2020-7) any

non-independent director holding management positions within the Company and/or

any of its subsidiaries shall receive remuneration commensurate with his or her

management position and shall not separately collect other remuneration for the

directorship of the board. And the relevant performance appraisals have been

completed. Pursuant to the “Proposal on the Remuneration of Independent Directors”

approved by the Company’s shareholders’ meeting (Announcement of Resolutions of

the First Extraordinary General Meeting of Shareholders for 2020 No. 2018-11)

independent directors shall receive allowances from the Company and shall not be

entitled to any salary.(VI) Information Disclosure and Management of Insider Information

In 2025 in accordance with the latest regulatory policies of CSRC and SZSE the

Company revised its Administrative Measures for Information Disclosure and the

Registration and Management Policy of Insider Information and formulated the

Administrative Measures for Postponement and Exemption of Information Disclosure.The Company strictly fulfils its information disclosure obligations in accordance with

the relevant information disclosure provisions of CSRC and SZSE as well as the

requirements of the Company’s Administrative Measures for Information Disclosure

and continuously enhances the quality of its information disclosure. In 2025 it

released a total of 93 periodical statements and interim reports and most

announcements were disclosed in Chinese and English to truly accurately and

8completely disclose major events and production and business information. Moreover

the Company strictly and effectively implemented the Registration and Management

Policy of Insider Information registered and reported insider information according to

law strengthened insider information management standardized information

transmission process strengthened employees' awareness of confidentiality and

compliance and strictly prevented insider trading.(VII) Investor Relations Management

The BOD of the Company attaches great importance to investor relations

management pays close attention to investors’ opinions and the Company’s market

value and strengthens communication with the capital market through multiple

platforms and channels. In 2025 the BOD considered and approved the Valuation

Enhancement Plan which is based on improving the quality of the Company’s

business focuses on the implementation of the Company’s Fight Forward

transformation plan and aims to enhance market recognition of the Company’s value

by strengthening investor communication and improving information disclosure

among other measures.In 2025 the Company proactively held four public performance online roadshows

through which it communicated the Company’s value in a comprehensive and

objective manner and was granted the Best Practice Award for 2024 Annual Results

Online Roadshow of Listed Companies by the China Association for Public

Companies during the reporting period. In addition the Company maintained close

communication with investors by participating in online group reception events and

brokers’ strategy meetings and by receiving investor visits and research.III. Focus of the BOD in 2026

In 2026 the BOD will continue to be responsible to all shareholders with the goal of

building a high-quality listed company faithfully and diligently perform its duties

actively play its core role in business operations and corporate governance supervise

the management to effectively carry out the 2026 Work Plan and consolidate the

results of the “Fight Forward” transformation plan promote value realization with

innovation as the fundamental driving force and comprehensively improve

management quality. While leading the management to continuously enhance the

quality of the Company’s operations the BOD will place a particular emphasis on

9shareholder returns continuously improving the standard of information disclosure

and strengthening investor relations management so as to promote a reasonable

reflection of the Company’s investment value in light of its fundamentals. In addition

the BOD will further refine various corporate governance systems in accordance with

the latest regulatory and operational requirements enhance the level of internal

control and management and ensure that the Company remains in compliant

operation.Board of Directors

of ADAMALtd.March 26 2026

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