ADAMALtd.
Implementation Rules for the Nomination Committee of the
Board of Directors
Chapter I General Provisions
Article 1 Inorder to regulate the decision-making procedures and the nomination ofthe
board members and executives, optimize the composition ofthe BoardofDirectors and
the executives, and further improve the corporate governance, ADAMA Ltd.
(hereinafter referred to as “the Company”) establishes the Nomination Committee of
the Board of Directors 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 Association of ADAMA Ltd. (hereinafter abbreviated as “the Articles of
Associations”) and other relevant regulations.
Article 2 As a dedicated working body of the Board of Directors, the Nomination
Committee is mainly responsible for making proposals to the Boardof Directors onthe
candidates, selection criteria and procedures for the members of the Board of Directors
as well as the executives of the Company.
Article 3 The executives referred to in these Rules include the President and Chief
Executive Officer, the Chief Financial Officer, and the Board Secretary.
Chapter II Organizational Composition
Article 4 The Nomination Committee consists of three directors, including two
independent directors.
Article 5 The members of the Nomination 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 elected by the Board of Directors.
Article 6 The Nomination Committee should appoint an independent director as its
chairperson, as the convener, who should preside over the work of the Committee. The
chairperson should be elected by the Board of Directors.
Article 7 The office term of the Nomination Committee should be the same as that of
the Board. When the office term of any 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 4 to 6.
Article 8 The HR Department of the Company provides professional support and the
Department of Securities and Legal Affairs provides comprehensive services to the
NominationCommittee and is responsible for its dailyliaisonand meeting organization.
Chapter III Responsibilities and Authorities
Article 9 The Nomination Committee is responsible for formulating the criteria and
procedures for the selection of directors and executives, selecting and reviewing the
candidates and their qualifications, and making recommendations to the Board of
Directors on the following matters,
(1) Nomination or removal of directors;
(2) Appointment or dismissal of executives;
(3) Other matters stipulated by laws, administrative regulations, CSRC and the Articles
of Association, as well as other duties and rights granted by the Board of Directors of
the Company.
Article 10TheNominationCommittee should reviewthequalifications ofthenominees
for independent directors of the Company and give a clear review opinion.
Article 11 The Nomination Committee should be responsible to the Boardof Directors,
and the proposals of the Committee should be submitted to the Board of Directors for
deliberation and decision-making.
Chapter IV Decision-making Procedures
Article 12 In accordance with the relevant laws and regulations and the Articles of
Associations, the Nomination Committee should study the conditions, procedures and
term of office for the selection and appointment of directors and executives in the light
of the actual situation of the Company, and then form resolutions and submit them to
the Board of Directors for consideration.
Article 13 Procedures for the selection and appointment of directors and executives are
as follows,
(1) To extensively identify candidates for directors and executives within the Company
and in the talent market while considering the actual business development and the
demand for directors and executives.
(2) To comprehensively examine the quality, competency, work experience and
performance as well as the integrity of the candidates.
(3) To obtain the consent of the nominee to the nomination, otherwise he or she cannot
be included into candidates of directors or an executives.
(4) To convene the Nomination Committee meetings and conduct candidate reference
checks.
(5) To propose to the Board of Directors the candidates for directors and the executives
in accordance with the management authority of critical positions.
(6) To carry out other work related to the appointment in accordance with the
resolutions of and feedback from the Board of Directors.
ChapterV Rules of Procedures
Article 1