公告日期：2025-12-23

ADAMALtd.

Related-Party Transactions Management Rules
Chapter I General Provisions

Article 1 These Management Rules of Related-Party Transactions (hereinafter
referred to as “the Rules”) are enacted pursuant to relevant provisions of the
Company Law of the People’s Republic of China, the Securities Law of the People’s
Republic of China, the Rules Governing the Listing of Shares of Shenzhen Stock
Exchange, the Self-regulatory Supervision Guidelines of Shenzhen Stock Exchange
for Listed Companies No. 1 – Standardized Operation of Main Board Listed
Companies and other applicable laws, administrative regulations, and the Articles of
Association of ADAMA Ltd. (hereinafter referred to as the “Articles of Association”),
with a view to standardizing the related-party transactions by ADAMA Ltd.
(hereinafter referred to as the “Company”), and fully safeguarding the legal interests
and rights of the Company and non-related shareholders, especially the minority
shareholders.

Article 2 All related-party transactions shall be conducted following the principles of
honesty, good faith, equality, voluntariness, justice, openness, and fairness, and shall
not harm the interests of the Company and non-related shareholders. The related
directors and shareholders, if applicable, should abstain from voting.

Article 3 A written contract or agreement should be signed for related-party
transactions between the Company and related parties, specifying the rights,
obligations and legal responsibilities of both parties to the transaction.

Article 4 The related-party transactions described in Chapter II of these Rules that
occur in the Company's holding subsidiary are deemed to be related-party transactions
that occur in the Company, and the provisions of these Rules shall apply.

Chapter II Definition of Related Parties and Related-party transactions

Article 5 Related parties of the Company refer to any related natural person and
related le……
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