ADAMALtd.The Implementation Rules of the Remuneration and

Assessment Committee of the Board of Directors

Chapter I General Provisions

Article 1 In order to establish and enhance the compensation and assessment system

for the members of the Board of Directors and senior management and improve the

corporate governance ADAMA Ltd. (hereinafter referred to as “the Company”)

establishes the Remuneration and Assessment Committee of the Board of Directors

(hereinafter referred to as “the Remuneration Committee” and formulates these Rules

according to the Company Law of the People's Republic of China the Code of

Governance for Listed Companies the Articles of Associations of ADAMA Ltd.(hereinafter referred to as “the Articles of Associations”) and other relevant

regulations.Article 2 As a special operating body established by the Board of Directors the

Remuneration Committee is mainly responsible for formulating the assessment

standards for the Board directors and senior management of the Company and

conducting the assessment. It is also responsible for formulating and reviewing the

remuneration policies and plans for the Board directors and senior management while

being accountable to the Board of Directors.Article 3 Any director of the Board who does not receive any remuneration from the

Company is not in the assessment scope of these Rules.Article 4 The senior management referred to in these Rules means the President and

Chief Executive Officer the Chief Financial Officer and the Board Secretary

appointed by the Board of Directors.Chapter II Organizational Composition

Article 5 The Remuneration Committee should consist of four directors including

three independent directors.

1Article 6 The members of the Remuneration Committee should be nominated by

either the Chairman of the Board one-half and above of the independent directors or

one-third and above of all directors and be elected by the Board of Directors.Article 7 The Remuneration Committee should have an independent director as its

chairperson and the convener who should preside over the committee and be elected

by the Board of Directors.Article 8 The office term of the Remuneration Committee should be the same as that

of the Board for the same session. When the office term of any committee member

expires one can succeed oneself if being re-elected consecutively. If any member

ceases to be a director during the term he/she should automatically lose his/her

membership and the Committee should make up the number of members in

accordance with above-mentioned provisions from Articles 6 to 7.Article 9 The HR Department of the Company should provide professional support to

the Remuneration Committee and be responsible for providing information about the

Company's business operation and the assessed personnel. It should give feedback to

the Remuneration Committee on the implementation of the assessment system. To

provide comprehensive support the Department of Securities and Legal Affairs is

responsible for coordinating the daily work of the Remuneration Committee in terms

of liaison and meeting organization.Chapter III Responsibilities and Authorities

Article 10 The Remuneration Committee should be responsible for formulating

assessment criteria conducting the assessment formulating and reviewing the

remuneration policies and programs for directors and senior management and

suggesting the Board of Directors on the following matters

(1) Remuneration of directors and senior management.

(2) To formulate or change share incentive scheme employee share-holding scheme

rights and interests of the incentive recipients and formation of the conditions for

granting and exercising these rights and interests.

(3) Other matters prescribed by laws administrative regulations CSRC regulations

and the Articles of Association as well as other matters authorized by the Board of

2Directors.

Article 11 The Remuneration Committee has the right to veto remuneration plans or

programs that are detrimental to the interests of shareholders.Article 12 The remuneration plan due to taking the position of a director of the

Company proposed by the Remuneration Committee should be first approved by the

Board of Directors and then submitted to the General Meeting of Shareholders for

consideration and approval. The remuneration plan due to taking the position as a

senior executive should be presented to the Board of Directors for approval.Chapter IV Decision-making Procedures

Article 13 The Department of Securities and Legal Affairs of the Company should

cooperate with the HR Department and other relevant departments to properly prepare

for the decision-making of the Remuneration Committee and provide relevant

information about the Company. The information should include

(1) The achievement of the main financial indicators and business targets.

(2) The scope of work and duties to be performed by the senior management.

(3) The calculation basis and analysis reports of the remuneration allocation plan and

incentive programs according to the business performance of the Company.

(4) The implementation of the remuneration plans for senior management and

relevant feedback.Article 14 Based on the above information the Remuneration Committee should

propose the remuneration packages for board directors and senior management l and

report to the Board of Directors of the Company after considering and approving the

packages.Chapter V Rules of Procedures

Article 15 The Remuneration Committee should convene meetings according to its

needs of work. In principle it should notify all members three days prior to the

convening of any meeting. The chairperson of the Committee should preside over the

meetings and he/she may delegate another independent director to host in his/her

place if one cannot attend. The aforementioned notice requirement can be waived by

3unanimous agreement of all members.

Article 16 The meetings of the Remuneration Committee should be held with the

presence of at least two-thirds of the members. Each member should have one vote

and any resolution should be made by the meeting only if a majority of members vote

to approve.Article 17 Members of the Remuneration Committee should attend the meetings in

person and express clear opinions on the matters under consideration. If any member

cannot do so for any reason he or she may submit a power of attorney signed by

himself/herself and entrust other members to attend and express opinions on his or her

behalf. The power of attorney should specify the scope and duration of the

authorization. Each member should accept a maximum of one member's authorization.If any independent director of the Remuneration Committee is unable to attend the

meeting in person for any reason he or she should appoint another independent

director member to participate on his or her behalf.Article 18 On the conditions that the members of the Remuneration Committee fully

express their opinions Remuneration Committee meetings can be held by

telecommunication means including video conference conference calls e-mails or

written resolution with decisions being made and signed by committee members.Article 19 Other directors of the Board and senior management members may be

invited to attend the meetings of the Remuneration Committee when necessary.Article 20 If the Remuneration Committee deems it necessary it can engage external

agents to provide professional advice for its decision making at the expense of the

Company.Article 21 When the Remuneration Committee meeting discusses any topic about a

certain member the one concerned should recuse oneself. If it fails to deliver any

effective deliberation opinion due to the recusal the relevant matters should be

considered directly by the Board of Directors.

4Article 22 The procedures and the manner for convening the meetings of the

Remuneration Committee and the motions adopted at the meetings should be in

compliance with the provisions of relevant laws and regulations the Articles of

Associations and these Rules.Article 23 The meetings of the Remuneration and Assessment Committee should

always have meeting minutes with signatures of all the attending members. The

minutes should be kept by the Department of Securities and Legal Affairs of the

Company.Article 24 The motions passed at the Remuneration Committee meetings and the

voting results should be presented in writing to the Board of Directors of the

Company.Article 25 All members present at any meeting should be obliged to keep the matters

deliberated at the meeting confidential and should not disclose any relevant

information without authorization.Chapter VI Supplementary Provisions

Article 26 When the provisions of the relevant laws regulations rules and other

normative documents on which these Rules are based are amended the corresponding

provisions hereby should be repealed at the same time and the amended provisions of

the relevant laws regulations and other normative documents should prevail.Article 27 These Rules should be formulated amended and interpreted by the Board

of Directors.Article 28 These Rules should come into effect on the date of deliberation and

approval by the Board of Directors.ADAMALtd.October 28th 2025

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