ADAMALtd.Management Policy for the Departure of Board Members

and Senior Executives

Chapter I General Provisions

Article 1 Taking into account the actual circumstances of ADAMA Ltd.(hereinafter referred to as the “Company”) this policy is formulated to standardize

the management of the departure of board members and senior executives to

safeguard the stability of the Company's governance structure and to protect the

lawful rights and interests of the Company and its shareholders. It is established in

accordance with the Company Law of the People’s Republic of China (hereinafter

referred to as the “Company Law”) other relevant laws regulations and normative

documents as well as the Articles of Association of ADAMA Ltd. (hereinafter

referred to as the “Articles of Association”).Article 2 This policy applies to all board members and senior executives of the

Company who depart due to the expiration of their term without reappointment

resignation removal from office or other reasons.Article 3 The management of the departure of board members and senior

executives shall adhere to the following principles:

(1) Legality and compliance: Strictly abide by laws and regulations regulatory

requirements and the provisions of the Articles of Association.

(2) Openness and transparency: Timely accurate and complete disclose

information relating to the departure of board members and senior executives.

(3) Smooth transition: Ensure that the departure of board members and senior

executives does not compromise the daily operations or the stability of the

Company’s governance structure.

1(4) Protection of shareholders’ rights: Safeguard the lawful rights and interests

of the Company and all shareholders.Chapter II Resignation Circumstances and Procedures

Article 4 The directors of the board may submit their resignation prior to the

expiry of their term of office. Any director to be resigning shall submit a written

resignation report to the Company stating the date of departure the specific

reasons for the proposed departure the position vacated whether they will continue

to hold office in the Company or its controlled subsidiaries after departure (if

continuing details of such continued service) and whether any public

commitments remain unfulfilled (if so the relevant safeguards).Independent directors shall disclose any circumstances related to their

resignation or matters they deem necessary to bring to the attention of the

Company's shareholders and creditors. The Company shall disclose the reasons for

the independent director's resignation and any matters of concerns. It shall disclose

the relevant circumstances of the director's resignation within two trading days.Article 5 The resignation of any director shall take effect upon the Company's

receipt of the resignation notice. Save as otherwise provided in Articles 7 and 8 of

this Policy where any of the following circumstances arise the former director

shall continue to perform his or her duties as a director of the board in accordance

with relevant laws regulations supervisory rules and the Articles of Association

until the newly elected director assumes office:

(1) Where directors’ terms expire without timely re-election or where

directors resign during their term resulting in the Board falling below the statutory

minimum membership.

(2) Where Audit Committee members resign causing the Committee to fall

below the statutory minimum membership or lacking an accounting professional.

2(3) Where independent directors resign causing the proportion of independent

directors on the Board or its specialized committees to fail to meet statutory

requirements or provisions of the Articles of Association or where independent

directors lack an accounting professional.Where any director of the board resigns the Company shall complete the

appointment of a replacement within sixty days of the resignation being tendered

and ensure that the composition of the board of directors and its specialized

committees comply with the provisions of laws regulations and the Articles of

Association.Article 6 Senior executives may tender their resignation prior to the expiry of

their term of office. The provisions of Article 4 of this Policy concerning the

submission of written resignation reports to the Company by directors of the board

shall also apply to senior executives. The resignation of senior executives shall take

effect upon receipt of the resignation report by the Board of Directors.Article 7 Where any of the following circumstances arise during the tenure of

a director or senior executives of the Company the relevant director or senior

executives shall immediately cease performing their duties and the Company shall

remove them from office in accordance with the relevant provisions:

(1) Circumstances where they are prohibited from serving as directors or

senior executives under the Company Law other laws and regulations or other

relevant provisions.

(2) They have been subject to market entry restrictions by CSRC prohibiting

them from serving as directors or senior executives of listed companies and the

period of such restrictions has not yet expired.Where an independent director ceases to meet the independence requirements

or the qualifications for serving as a director of a listed company they shall

immediately cease performing their duties and resign from office. Where they fail

to tender their resignation the board of directors shall upon becoming aware or

3having reason to be aware of such occurrence immediately remove them from

office in accordance with the regulations.Article 8 Where any of the following circumstances arise during the tenure of

a director or senior executives of the Company it shall terminate their appointment

within thirty days of the occurrence of such circumstance unless otherwise

stipulated by relevant regulatory rules:

(1) Having been publicly determined by any of the stock exchange as

unsuitable to serve as a director or senior executives of a listed company where the

specified period has not yet expired.

(2) Other circumstances prescribed by laws regulations or the Shenzhen

Stock Exchange.Article 9 Where a director concerned who should have ceased performing

their duties pursuant to Articles 7 and 8 of this Policy but has failed to do so or

who should have been removed from office but remains in post attends meetings of

the Board of Directors and its specialized committees or meetings of independent

directors and casts a vote such vote shall be deemed invalid and shall not be

counted towards the attendance figures.Article 10 Prior to the expiry of a director’s term of office the shareholders’

meeting may resolve to remove such director subject to compliance with relevant

regulatory provisions. Such resolution shall be adopted as an ordinary resolution

and shall take effect from the date of its adoption. Where a director is removed

from office prior to the expiry of term without justifiable grounds such director

may request compensation from the Company.Where an independent director is removed from office prematurely the

Company shall promptly disclose the specific reasons and basis for such removal.Should the independent director raise objections the Company shall promptly

disclose these.

4The board of directors may resolve to remove senior executives with such

removal taking effect from the date of the resolution. The Company shall determine

whether compensation is payable and the reasonable amount thereof by

comprehensively considering multiple factors in accordance with laws and

regulations the provisions of the Articles of Association and the relevant terms of

the employment contract.Chapter III Handover Procedures and Handling of Outstanding Matters

Article 11 Directors and senior executives shall complete all handover

procedures with the Company within five working days of formally ceasing

employment including but not limited to transferring all company-related

documents obtained during their tenure company seals explanations and proposed

resolutions for unfinished matters and any other documents or items the Company

requires to be transferred.Upon completion of the handover the departing personnel shall jointly sign a

handover record with an authorized representative of the Company. The handover

record shall be archived for future reference.Article 12 Public commitments made by directors and senior executives

during their tenure shall continue to be honored regardless of the reason for their

departure. Should any such commitments remain unfulfilled at the time of

departure the departing director or senior manager shall submit a written statement

prior to leaving office. The statement shall specify the particulars of the unfulfilled

commitments the anticipated completion date and the subsequent implementation

plan. Where necessary the Company shall take appropriate measures to ensure the

departing director or senior manager fulfils their commitments.Article 13 Directors and senior executives shall within two trading days of

their departure instruct the Company to declare their personal information

including name position identity card number securities account and date of

departure via the stock exchange website.

5Article 14 Directors and senior executives shall properly hand over their

duties or undergo departure audits in accordance with the Articles of Association

and relevant provisions of this system clearly ensuring the fulfilment of

commitments and coordinating arrangements for unfinished matters.Chapter IV Responsibilities and Obligations Following Resignation

Article 15 Following their departure the departing directors and senior

executives shall not interfere with the Company's operations by leveraging their

former position nor shall they harm the interests of the Company or its

shareholders. The fiduciary duties owed by departing directors and senior

executives to the Company and its shareholders shall not automatically cease upon

the conclusion of their term of office but shall remain in force for a reasonable

period as stipulated in the Articles of Association.Article 16 Following their departure the departing directors and senior

executives shall continue to be bound by their duty of confidentiality regarding the

Company’s commercial secrets technical secrets and other inside information until

such information becomes public knowledge.Article 17 The duration of other obligations incumbent upon directors and

senior executives upon departure shall be determined in accordance with the

principle of fairness taking into account the length of time elapsed between the

occurrence of the event and their departure as well as the circumstances and

conditions under which their relationship with the Company ceases. Liability

arising during their tenure from the performance of their duties shall not be

exempted or terminated by their departure.Article 18 Departing directors and senior executives shall cooperate with the

Company in subsequent investigations into significant matters arising during their

tenure and shall not refuse to provide necessary documents or explanations

requested by the Company.

6Article 19 Directors and senior executives shall continue to comply with

relevant regulatory rules and the Articles of Association including any restrictive

provisions governing the disposal of company shares after their departure.Chapter VAccountability

Article 20 Directors and senior executives whose terms of office have not yet

concluded shall bear liability for compensation for any losses incurred by the

Company as a result of their unauthorized departure.Article 21 Where departing directors or senior executives cause losses to the

Company by violating the Company Law relevant laws and regulations normative

documents the Articles of Association or the provisions of this Policy the

Company shall have the right to require them to bear corresponding liability for

compensation. Where such violations involve criminal offences the matter shall be

referred to judicial authorities for criminal liability to be pursued.Chapter VI Supplementary Provisions

Article 22 Where matters not covered herein or inconsistencies with relevant

national laws administrative regulations normative documents or the Articles of

Association arise such matters shall be governed by the provisions of relevant

national laws administrative regulations normative documents and the Articles of

Association.Article 23 This Policy shall come into effect upon approval by the Board of

Directors.Article 24 This Policy are formulated by the Company’s Board of Directors

which shall be responsible for their revision and interpretation.Board of Directors of ADAMALtd.December 22 2025

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