安道麦B：对外捐赠管理办法(英文版)

ADAMA Ltd.External Donation Management Measures

Chapter I General ProvisionsArticle 1 For the purposes of further promoting ADAMA Ltd. (hereinafter referred toas “the Company”) to actively perform its social responsibilities, standardize itsdonations, and strengthen the management of donation, the Measures are formulated inaccordance with the Law of the People's Republic of China on Donations for PublicWelfare, the Company Law of the People's Republic of China, the Articles ofAssociation of the Company and other laws, regulations and rules.Social responsibility is an inseparable part of ADAMA's business, and the programsand initiatives ensure long-lasting relationships that make a positive impact withADAMA's communities and on ADAMA's people.Article 2 The Measures should apply to the Company and its subsidiaries within thescope of consolidated statements (hereinafter referred to as “each subsidiary”) with thenecessary changes having been made from each subsidiary based on local law andregulations.Article 3 The term "donation" herein refers to the act of the Company's voluntary andgratuitous donation of the legal property that it has the right to dispose of to a legaldonee for use in public welfare undertakings that have no direct relationship withproduction and operating activities.

Chapter II Management and Supervision Organizations and ResponsibilitiesArticle 4 The Party-Mass Work Department is responsible for the implementation ofdomestic donation programs and the archiving of donation material of the Company.Article 5 The Finance Department is responsible for the accounting treatment ofdonation expenditure in accordance with relevant national regulations.Article 6 The Internal Audit Department is responsible for auditing donation projectsand expenditure on a yearly basis based on the actual situation.

Chapter III Principles for DonationsArticle 7 Donations should follow the following principles:

(I) The principle of legitimacy and compliance. Donations should comply with theprovisions of national and local laws, regulations and rules of each subsidiary, andshould not violate social morality or harm the social public interests or the lawful rightsor interests of other citizens. No one is allowed to donate in his/her own name theproperty owned by the Company. The Company has the right to require the donee toimplement the Company's legitimate donation intention with regard to the Company'sdonations, in which case donated property may not be used for other purposes.(II) The principle of acting within ability. The Company should actively participate inpublic welfare activities within its capabilities. Where losses have occurred ordonations will lead to losses or affect the normal production and operation of theCompany, no donation or sponsorship is allowed except under special circumstances asdetermined by the Company’s management.(III) The principle of honesty and trustworthiness. Donations that the Company hasdeliberated and decided in accordance with the internal procedures and has promisedto the public or recipients must be performed faithfully.

Chapter IV Property Scope of DonationsArticle 8 The property that the Company may use for donations includes cash and in-kind assets. The following materials should not be used for donations: main fixed assetsused for production and operation of the Company, equity and creditor's rights held,reserves specifically authorized by the state, state financial allocations, propertiesentrusted for custody, properties with guaranteed rights, properties with unclearownership, or rotten, damaged or expired material.

Chapter V Types and Beneficiaries of DonationsArticle 9 Types of donations:

(I) Public welfare donations: Donations to education, science, culture, health care,

sports, environmental protection and construction of social public facilities.(II) Relief donations: Relief funds or physical assets provided for production, living andschooling to areas suffering from natural disasters or recognized by the state as "oldliberated area, ethnic minority area, frontier area and poor area", as well as socialvulnerable groups and individuals in difficulty.(III) Other donations: Donations, other than the above-mentioned ones, made by theCompany to other social public and welfare undertakings for humanitarian purposes orto promote social development and progress.Article 10 The Company should make public welfare donations through welfare socialorganizations, mass organizations, or people's governments at or above the county leveland their departments. The above-mentioned public welfare social organizations referto foundations, charitable organizations and other social organizations that have beenestablished in accordance with the laws, have obtained the qualification for pre-taxdeduction of income tax, and aim at the development of public welfare undertakings.The Company's public welfare donation expenditure should be in line with the Law ofthe People's Republic of China on Donations for Public Welfare. The specific scopeincludes: (I) Activities of social groups and individuals such as disaster relief, povertyalleviation and assistance to the disabled; (II) Education, science, culture, health andsports undertakings; (III) Environmental protection and social public facilityconstruction; (IV) Other social public and welfare undertakings promoting socialdevelopment and progress.Article 11 The beneficiaries of the Company's donations should be public welfare socialorganizations, mass organizations, public welfare non-profit enterprises and institutions,socially vulnerable groups or individuals in need of donations. Among them, publicwelfare non-profit enterprises and institutions refer to educational institutions, scientificresearch institutions, medical and health care institutions, social public culturalinstitutions, social public sports institutions and social welfare institutions establishedaccording to law and engaged in public welfare undertakings on a non-profit basis. TheCompany should not make donations to the internal employees of the Company or tothe units or individuals that control or are controlled by the Company in terms of equity,operation or finance.

Chapter VI Donation ManagementArticle 12 The Company implements budget management on donations. Donationsfrom the Company and its subsidiaries should be included in the annual budget formanagement. A detailed description of the annual donation program, expenditure plan,expenditure scale and other budget arrangements should be made by the applicationdepartments or units, and the special report on external donation budget should besubmitted by the subsidiary to the headquarter of the Company together with the annualfinancial budget report for approval. Donations beyond the annual plan should besubmitted to the Board of Directors of the Company for approval with procedures foradding budgets being applied and comply with the approval power as specified inArticle 13 below.Article 13 Approval power over donationsA single donation with a value of 5 million RMB and above should be submitted to theGeneral Meeting of Shareholders for approval after being reviewed by the Board ofDirectors.A single donation with a value of 3 million RMB and above and less than 5 millionRMB should be reviewed by the Board of Directors.A single donation with a value less than 3 million RMB should be reviewed by thePresident and CEO.All - on an annual basis.Notwithstanding the above provisions, the donation that exceeds annual budget or thesingle donation within the budget but of a value of 5 million RMB and above should beapproved by the state-owned assets supervision body.

Chapter VII Supplementary ProvisionsArticle 14 The right to interpret the Measures reside in the Party-Mass WorkDepartment of the Company.Article 15 Matters not covered herein should be in accordance with relevant laws,regulations and the Articles of Association. Where the Measures are inconsistent withrelevant laws, regulations and the Articles of Association, the provisions of such laws,

regulations and the Articles of Association should prevail.Article 16 The Measures should come into effect as of the date of approval by the Boardof Directors.

ADAMA Ltd.