ADAMALtd.
The Implementation Rules of the Remuneration and
Assessment Committee of the Board of Directors
Chapter I General Provisions
Article 1 Inorder to establishand enhance the compensationand 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“theArticles 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 5The Remuneration Committee should consist ofthree directors, including two
independent directors.
Article 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
theBoard forthesamesession. Whentheofficetermofanycommitteemember 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 fromArticles 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
theArticlesof Association, aswellasother mattersauthorized bytheBoardofDirectors.
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
considerationand approval.Theremunerationplandueto takingthepositionasa 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 per