ADAMA Ltd.
Insiders Registration Management Policy
（Revised by the Ninth Meeting of the Ninth Session of
the Board of Directors on March 29th, 2022）
Chapter 1 General Provisions
Article 1 The Insiders Registration Management Policy (hereinafter referred to as “the
Policy”) is formulated pursuant to the Company Law of PRC, the Securities Law of
PRC, the Management Measures of Information Disclosure of Listed Companies, the
Stock Listing Rules of Shenzhen Stock Exchange, the Self-regulatory Supervision
Guidelines of Shenzhen Stock Exchange No.5 – Management of Information
Disclosure, Regulations on the Management Rules for the Registration of Insiders of
Listed Companies” and other relevant laws, regulations, regulatory documents as well
as relevant provisions of the Articles of Association of ADAMA Ltd. (hereinafter
referred to as "the AOA"), with a view to regulate the Insider Information
management of ADAMA Ltd. (hereinafter referred to as “the Company”), strengthen
the confidentiality of insider information and comply with the principle of fairness for
information disclosure.
Article 2 As the body responsible for the management of Insider Information, the
board of directors of the Company should ensure that the archives of Insiders are true,
accurate and complete. The Chairman of the Board shall be the primary responsible
person for the management of the Company's insider information. The Secretary of
the Board shall be responsible for the registration, filing and reporting of Insiders.
Both the Chairman and the Secretary of the board shall sign a written confirmation of
the truthfulness, accuracy and completeness of the Insiders' archives. The board of
supervisors shall be responsible for supervising the implementation of the Policy.
Article 3 The department of securities and legal affairs of the Company shall be
responsible for the comprehensive management, registration summarization,
disclosure and daily management of the insiders’ filing.
The heads of other departments, controlled subsidiaries and holding companies that
the Company can exert significant influence on shall be responsible for the
confidentiality of Insider Information within the scope of their management, and shall
be responsible for the reporting and transmission of Insider Information to the
Secretary of the Board and the department of securities and legal affairs.
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Article 4 The Insiders stipulated by the Policy shall keep the Insider Information
confidential, and shall not disclose any Insider Information, or engage in insider
trading, or cooperate with others to manipulate the price of the trading securities.
Chapter 2 Scope of Insider Information
Article 5 The term "Insider Information" referred to in this Policy shall mean any
undisclosed information about the Company's operations or financials, or has
significant influence on the trading price of the Company's securities and derivatives.
“Undisclosed information” means that the Company has not yet disclosed it officially
and publicly in the publication or website for information disclosure of listed
companies designated by CSRC and selected by the Company.
Article 6 Insider Information referred to in the Policy includes, but is not limited to:
(I) Material changes to the Company's business strategies and scope
(II) Material investment by the Company or the purchase or sale by the Company
of significant assets, which exceed thirty percent (30%) of the total assets of the
Company within one (1) year, or the mortgage, pledge, sale or scrapping of major
assets of the Company exceeding thirty percent (30%) of such assets for business
purposes at one time.
(III) The Company signs significant contracts or provides material guarantees or
engages in related-party transactions, which may have a significant impact on the
Company's assets, liabilities, equity and operating results.
(IV) The Company incurred material debts and failed to settle major debts due to
default or incurred a large amount of liability.
(V) The suffering of material losses by the Company
(VI) Material changes in the external conditions of the Company's production
and operation.
(VII) Changes in the directors of the board, one third (1/3) or more of the
supervisors or the CEO of the Company; or inability of the Chairman or CEO to
perform his/her duties.
(VIII) A substantial change to the shareholding of a shareholder who holds five
percent (5%) or more of the Company's shares, or to the shareholding proportion or
control over the company of the person in effective control, or a substantial change to
the business of the ultimate controller and other enterprises under its control which
are engaged in the same or similar business as the Company.
(IX) Decisions made by the Company to reduce capital, merge, separate, dissolve
or apply for bankruptcy; or commencement of bankruptcy proceedings by the
Company or the order of closure in accordance with the law.
(X) Material litigation or arbitration involving the Company, and resolutions of
the shareholders' meeting or the board of directors being revoked or declared invalid
in accordance with the law.
(XI) Investigation conducted against the Company due to being suspected of
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crimes or imposition of any enforcement measure in accordance with the law against
any of the Company's controlling shareholders, ultimate controllers, directors,
supervisors, or senior executives of the Company due to being suspected of crimes .
(XII) Any plan made by the Company to distribute dividends or increase capital.
(XIII) Material changes to the Company's shareholding structure or production
and business conditions.
(XIV) Material changes in the Company's guarantee; the transfer of shares held
by the controlling shareholder prohibited by the ruling of any court; five percent (5%)
or more of the Company's shares held by any shareholder being pledged, frozen,
judicially auctioned, held in custody, placed in trust, or restricted in voting rights in
accordance with the law, or forced transfer of ownership.
(XV) The Company's main or all business comes to a halt, or its main assets are
seized, sequestered, frozen or pledged or mortgaged.
(XVI) Relevant resolutions regarding plans of issuance of new shares, bonds or
other re-financing plans and equity incentive plans., etc by the Company.
(XVII) Other events not yet made public by the Company in relation to M&A
and restructuring.
(XVIII) Receiving other additional income, such as, large amounts of
government subsidies, which may have a material impact on the Company's assets,
liabilities, equity, or operating results.
(XIX) Material autonomous changes in accounting policies and estimation.
(XX) The Company is ordered by the relevant authorities or the board of
directors decides to make corrections to previous disclosed information due to errors,
failure to disclose information as required or false statements.
(XXI) The Company's periodic reports and financial reports, pre-announcements,
financial previews, and performance forecast prior to disclosure in accordance with
the law.
(XXII) The Company's directors, supervisors and senior executives may be liable
for material damages and the corresponding compensation in accordance with the law.
(XXIII) Other issues prescribed by the CSRC or the Shenzhen Stock Exchange
or other important information identified to have a significant impact on the trading
price of securities.
Chapter 3 Scope of Insiders
Article 7 "Insider/s" referred to in the Policy shall mean any related personnel of the
Company, both internally and externally, who can directly or indirectly access and
obtain Insider Information before the disclosure of such Insider Information.
Article 8 The scope of the Insider referred to in the Policy includes but is not limited
to:
(I) the Company, its directors, supervisors and senior executives
(II) shareholders holding five percent (5%) or more of the Company’s shares
and their directors, supervisors and senior executives
(III) the ultimate controller of the Company and its directors, supervisors and
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senior executives
(IV) companies controlled by the Company or under its effective control and
their directors, supervisors and senior executives
(V) persons who have access to Insider Information about the Company
because of their positions in the Company or because of their business
dealings with the Company.
(VI) the acquirer of the Company or the trading party to a major asset
transaction and its controlling shareholder, the person in ultimate control,
directors, supervisors and senior executives
(VII) relevant personnel of securities trading venues, securities companies,
securities registration and settlement institutions and other service
institutions who have access to Insider Information because of their
positions and work
(VIII) staff of the securities supervision and administration authorities who can
obtain Insider Information because of their positions and work
(IX) staff of relevant competent authorities and regulatory bodies who can
obtain Insider Information because of their statutory duties to manage the
issuance of securities, trading and listed companies as well as their
acquisitions and major asset transactions
(X) other personnel who are aware of the Company's relevant Insider
Information due to the existence of relatives or business relations with any
of the natural persons specified in previous items
(XI) other persons who can obtain Insider Information as stipulated by the
CSRC.
Chapter 4 Confidentiality Management of Insider Information
Article 9 The directors, supervisors, senior executives and relevant persons who know
Insider Information shall minimize the number of insiders before the public disclosure
of the corresponding piece of information, and any of them shall not lend the
documents, disks, CD-ROMs, audio (video) tapes, minutes of meetings, resolutions of
meetings and other documents and materials containing the Insider Information. All
documents related to information of material significance shall be submitted, reported
and kept by a designated person.
Article 10 Wherever the Company is required to provide undisclosed information to
persons who have knowledge of the Insider Information, it shall report to the
department of securities and legal affairs for record before providing such information,
and should confirm that a confidentiality agreement has already been signed with
them, or their commitment to keep the relevant information confidential has been
secured.
Article 11 Before the public disclosure of Insider Information in accordance with the
law, the controlling shareholder or ultimate controller of the Company shall not abuse
its rights as a shareholder or dominant position to require the Company and its
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directors, supervisors and senior executives to provide Insider Information.
Article 12 Before the disclosure of Insider Information in accordance with the law,
Insiders shall not buy or sell shares of the Company or suggest others to buy or sell
shares of the Company, and shall not use Insider Information to benefit oneself,
relatives or others.
Article 13 The Insiders shall have the obligation of confidentiality. Before the
disclosure of the Insider information in accordance with the law, the Insiders shall not
leak, report or transmit the content of any Insider Information to the outside world, or
spread it out in any form.
Article 14 Relevant departments or related personnel frequently engaged in work
related to Insider Information should have a relatively independent and separate office
space and equipment in the premise that such arrangement is the interests of
confidentiality of Insider Information and facilitate the work.
Chapter 5 Trading Restrictions over Insiders
Article 15 The Company prohibits the Insider as well as the person who illegally
obtains Insider Information from using the insider information to engage in securities
trading activities.
Article 16 The Insiders who may know the Company's undisclosed financial
information shall not trade in its shares within 30 days prior to the announcement of
any periodic report and until one day after the publication and within 10 days prior to
the pre-announcements and financial previews.
Article 17 Any Insider, who may know the non-public material matters of the
Company, shall not trade in its shares from the date of occurrence of such material
matters that may have significant impact on the trading price of the shares or from the
starting point of the decision-making process until the first two trading days after the
disclosure in accordance with the law.
Article 18 Before trading in the Company's shares and derivatives, a person who has
knowledge of Insider Information shall consult the Secretary of the Board of directors.
The Secretary of the Board of directors shall verify the progress of the Company's
information disclosure and material matters, etc. If such trading may be inappropriate,
the Secretary of the Board of directors shall promptly notify the Insider who intends
to make the trading and alert the relevant risks.
Article 19 Relevant persons shall declare the following to the responsible person of
each department, entity and the Secretary of the Board of directors of the Company
within two trading days if they buy or sell shares and derivatives of the Company
during the period when they are the Insider of some certain information.
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(I) The number of shares held before this change.
(II) The date, quantity and price of the current share change.
(III) The number of shares held after the change.
(IV) Other explanations required by the Company, such as a statement that no
Insider trading is involved.
Article 20 The management of the shares of the Company held by its directors,
supervisors and senior executives and the changes thereof shall be governed by the
Rules Governing the Shares of Listed Companies Held by their Directors, Supervisors
and Senior Executives and the Corresponding Changes.
Chapter 6 Registration and Filing of Insiders
Article 21 Prior to the public disclosure of Insider Information pursuant to law, the
Company shall truthfully and completely fill in the archives on persons privy to
Insider Information (hereinafter referred to as "Insider archives" and as attached in
Annex 1), and timely record lists of persons privy to Insider Information at such
stages as negotiation and planning, demonstration and consultation, contract signing,
etc., and at such steps as reporting, delivery, compilation, resolution and disclosing,
etc.. The time when they have access to, place of, basis and manner to obtain the
Insider Information as well as the contents should also be recorded. The relevant
persons privy to Insider Information shall confirm the records afterwards.
Article 22 The Insider files should include but are not limited to the name, position,
ID card number, employer, contents of the Insider Information, the access, manner,
time and place in which the Insider Information became known, registration time,
etc..
Article 23 When the Company carries out major asset restructuring, high proportion
of shares transferred, equity changes that lead to the change in the ultimate controller
or the largest shareholder, tender offer, issuance of securities, merger, division,
spin-off listing, share repurchase, annual report and semi-annual report, equity
incentive draft and employee holding plan and other material matters that may have a
material impact on the trading price of the Company's shares and their derivatives as
required by the CSRC or Shenzhen Stock Exchange, the Insider file shall be made and
submitted to Shenzhen Stock Exchange, and a memorandum on the progress of
material events shall be made (see Annex 2 for the format). The contents of the
memorandum include but are not limited to the time of each key point in the planning
and decision-making process, the list of participants in the planning and
decision-making process, the way of planning and decision-making, etc. The
Company shall urge the personnel relevant to the memorandum to sign and confirm.
The Company's shareholders, ultimate controllers and their related parties and other
relevant entities shall cooperate in the preparation of the memorandum.
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Article 24 The Company shall timely supplement and improve the archives on
persons privy to Insider Information and the information contained in the
memorandum on the progress of material events. The Insider archives and the
memorandum on the progress of material events shall be kept for at least 10 years as
of the date of recording (including supplementation and improvement). The
Company shall, within five trading days after the Insider Information is publicly
disclosed according to law, submit the Insider archives and the memorandum on the
progress of material events to the Shenzhen Stock Exchange. Where any material
change occurs to the relevant matters after the disclosure of material events by the
Company, it shall timely supplement and submit the Insider archives and the
memorandum on the progress of material events.
Article 25 The directors, supervisors, senior executives and the heads of the
departments, branches (subsidiaries) and holding companies that can exert material
influence shall actively cooperate with the Company in registering and filing of the
Insider, and timely inform the Company of the Insider status and the changes of the
relevant Insiders.
Article 26 The shareholders, ultimate controllers and their related parties, acquirers,
counterparties, other parties related to the Company who may have material influence
on the price of its securities trading, securities companies, accounting firms, law firms
and other agency staff who knows Insider information shall actively cooperate with
the Company in the filing of Insiders, and promptly keep it posted about the Insider
who is aware of the occurrence or proposed occurrence of any material event of the
Company as well as the changes of the Insider concerned.
Article 27 Where the Company needs to submit information to the relevant
administrative authority on a regular basis according to the requirements of relevant
laws, regulations and policies before disclosure, it may, provided that there is no
major change in the competent authority or contents, be deemed as the same Insider
Information, and the name of the administrative authority shall be recorded in the
same form, and the time of submission shall be recorded on an ongoing basis. Except
for the aforesaid circumstances, when the Insider Information is circulated to the
administrative authority, the Company shall, on the basis of one entry for one event,
record in the Insider archives the name of the administrative authority, the reason for
access to the Insider Information and the time when the Insider Information is known.
Chapter 7 Accountability
Article 28 The Company shall, in accordance with the provisions of the CSRC and
Shenzhen Stock Exchange, conduct self-inspection on the trading of its securities by
persons privy to Insider Information. If the Company discovers that a person privy to
Insider Information has conducted insider trading, divulges any Insider Information or
suggests any other person to conduct trading, it shall verify and investigate the
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liability of the relevant persons according to the Policy, and report the relevant
information and the handling results to the Hubei Securities Regulatory Bureau and
the Shenzhen Stock Exchange within two working days.
Article 29 If any employee of the Company who leaks the Insider Information to the
public or uses the Insider Information for insider trading or advises others to use the
Insider Information for trading, etc., causes serious impact or loss to the Company, the
board of directors shall, in accordance with the severity of the circumstances and the
loss and impact caused, give criticism, warning, demerit, demotion of salary,
probation, dismissal of employment contract, confiscation of illegal income, etc. to
the relevant responsible personnel and require appropriate compensation accordingly.
The sanctions imposed by the CSRC, the Shenzhen Stock Exchange and other
regulatory authorities shall not affect the sanctions imposed by the Company on them.
Article 30 The company has the right to pursue the responsibility of shareholders
holding 5% or more of its total shares and its ultimate controller who violate this
Rules, disclose the information without authorization and cause losses to the
Company.
Article 31 If the sponsors, securities service institutions and their relevant personnel
who produce and issue special documents such as securities issue sponsorship, audit
report, asset evaluation report, legal opinion, financial advisory report and credit
rating report for the Company's material projects, and the relevant entities and
personnel participating in the consultation, planning and demonstration of the
Company's major projects disclose the information without authorization in violation
of the Policy, the Company may, depending on the severity of the circumstances,
cancel or terminate contracts and it has the right to hold them accountable for any loss
caused to itself.
Article 32 If the Insider violates the provisions of this Policy for insider trading or
other illegal activities and is punished by the Company, administrative or judicial
institutions, the Company will report the results of the punishment to Hubei Securities
Regulatory Bureau and Shenzhen Stock Exchange for the record and at the same time
make an announcement on the Company's designated information disclosure media.
Article 33 Any Insider, who violates the relevant national laws and regulations as well
as the provisions of the Policy, uses Insider Information to manipulate the share price,
causes serious consequences and constitutes a crime, will be transferred to the judicial
authorities, and the criminal responsibility will be investigated according to law.
Chapter 8 Supplementary Provisions
Article 34 Any matters not covered by the Policy shall be executed in accordance with
the relevant laws, regulations, regulatory documents, the AOA and other relevant
provisions.
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Article 35 The Policy shall be formulated, interpreted and amended by the Board of
Directors of the Company.
Article 36 The Policy shall be effective from the date of review and approval by the
Board of Directors, replacing the "Management Rules for Registration of Insider"
reviewed and passed at the tenth meeting of the sixth session of the board of directors
and the "Rules for Confidentiality of Insider Information" reviewed and passed at the
seventh meeting of the sixth session of the board of directors.
Board of Directors of ADAMA Ltd.
March 29th, 2022
Annexes.
1.Insiders Archives
2. Memorandum on the Progress of Material Events
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Annex 1: Insiders Archives
Securities Code: Abbreviation: Insider Information Item:
N Na Natio Types Certif Shareh Mo Add Affili Relat Posit Rel Type Time Place Way Conte At Regist Regis
o. me nality of icate olders bile ress ated ions ions ated s of to to to nts of Which ration tered
of Certifi No. ’ Code Entit with Pers Relat Know Kno Know Insider Period Time by
Insi cates y the on ions the w the the Inform to
der Liste Insider Insid Insider ation Know
d Inform er Inform Insider
Com ation Infor ation Inform
pany matio ation
n
Abbreviated Name of the Company:
Securities Code of the Company:
Signature of the Legal Representative:
Stamp of the Company:
Note: 1. The insider information matters should be kept in the way that one matter forms up one piece of record, that is, each insider file only
involves one matter of insider information and different insider information matters involved in the file should be recorded separately.
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2. The ways to know the insider information, such as meetings, telephone, fax, written reports, e-mail, etc., should be recorded.
3. When filling the content of the insider information, to add the attached page for detailed explanation is allowed.
4. The period at which the insider information is informed, such as negotiation and planning, demonstration and consultation, contract formation,
internal company report, transmission, preparation, resolution, etc., should be recorded.
5. If it is a listed company, please fill in the name of the registrant of the listed company; if it is a summary for the listed company, please keep
the name of the original registrant in the summary form.
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Annex 2
Memorandum on the Progress of Material Events
Abbreviation of the Company:
Securities Code:
Overview of the Relevant Material Event:
Contents of
Manner of Participatin
Discussion
Plannin Tim Locatio Planning and g Institution Signatur
s and
g Stage e n Decision-makin and e
Resolution
g Personnel
s
Note: All relevant personnel should sign to confirm the process memorandum of the
material event.
Signature of the Legal Representative:
Stamp of the Company:
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