ADAMA Ltd.Statement and Commitment by the Independent
Director Candidate of the Company
Mr. Ge Ming, the independent director candidate for the 10
thSession of the Board ofDirectors of ADAMA Ltd. (hereinafter referred to as “the Company”), has fullyunderstood and agreed being nominated by the Board of Directors of the Company asthe nominee. It is hereby declared and guaranteed that I myself do not have any relationswith the Company that may affect my independence and I meet all the qualification andindependency requirements as an independent director in compliance with relevantlaws, administrative regulations, standard guidelines and rules of Shenzhen StockExchange. The detailed statement is as follows.I. I myself have passed the qualification examination by the Nomination Committee ofthe 9th Session of the Board of Directors of the Company, and the nominee does nothave any interest or other close relationship with me that may affect the independentperformance of my duties.
√ True □ False
If it is false, please provide details.______________________________II. I myself do not fall within any of the cases stipulated in Article 146 of the CompanyLaw of the People’s Republic of China that could disqualify me as a director of theCompany.
√ True □ False
If it is false, please provide details.______________________________
III. I myself have all the qualifications and meet the requirements stipulated inMeasures for the Administration of Independent Directors of Listed Companies issuedby the China Securities Regulatory Commission and the business rules of the ShenzhenStock Exchange.
√ True □ False
If it is false, please provide details.______________________________IV. I myself meet all the criteria for independent directors specified in the Articles ofAssociation of the Company.
√ True □ False
If it is false, please provide details.______________________________V. I myself have attended training and obtained relevant certificates recognized by theStock Exchange (if any).
√ True □ False
If it is false, please provide details.______________________________VI. The appointment of myself as an independent director does not violate relevantprovisions of the “Civil Servant Law of the People’s Republic of China”.
√ True □ False
If it is false, please provide details.______________________________VII. The appointment of myself as an independent director does not violate the “Noticeon Regulating Cadres Managed by the Organization Department of the CPC CentralCommittee to Take up Positions in Listed Companies and Funds as Independent
Directors or Supervisors after Resigning or Retiring from Public Office” of the CentralCommission of Discipline Inspection of CPC.
√ True □ False
If it is false, please provide details.______________________________VIII. The appointment of myself as an independent director does not violate the“Opinions on Further Regulating Party and Government Leading Cadres to Hold Part-time or any Positions in Enterprises” of the Organization Department of the CPCCentral Committee.
√ True □ False
If it is false, please provide details.______________________________IX. The appointment of myself as an independent director does not violate relevantregulations in the “Opinions on Strengthening Anti-corruption Campaigns in Collegesand Universities” of the Central Commission of Discipline Inspection of CPC, theEducation Ministry and the Ministry of Supervision.
√ True □ False
If it is false, please provide details.______________________________X. The appointment of myself as an independent director does not violate the“Guidelines for the System of Independent Directors and External Supervisors ofShareholding Commercial Banks” of the People’s Bank of China.
√ True □ False
If it is false, please provide details.______________________________
XI. The appointment of myself as an independent director does not violate the“Supervision Measures for the Qualifications of Directors, Supervisors and SeniorManagement of Securities Companies” of China Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.______________________________XII. The appointment of myself as an independent director does not violate relevantprovisions in the “Administrative Measures for the Qualifications of Board Directors(Council Directors) and Senior Managers of Financial Institutions”.
√ True □ False
If it is false, please provide details.______________________________XIII. The appointment of myself as an independent director does not violate relevantprovisions in the “Administrative Measures for the Qualifications of Directors,Supervisors and Senior Managers of Insurance Companies” and the “AdministrativeMeasures for Independent Directors of Insurance Companies”.
√ True □ False
If it is false, please provide details.______________________________XIV. The appointment of myself as independent director does not violate relevantprovisions on the qualifications of independent directors stipulated in other laws,administrative regulations, department rules and standard guidelines as well as thebusiness rules of Shenzhen Stock Exchange.
√ True □ False
If it is false, please provide details.______________________________
XV. I myself possess basic knowledge related to the operation of listed companies andproficiency in relevant laws, administrative regulations, departmental rules, standardguidelines and rules of the Shenzhen Stock Exchange. I have more than five years ofprofessional engagement in law, economics, management, accounting, finance or otherwork experience necessary for the performance of my duties as an independent director.
√ True □ False
If it is false, please provide details.______________________________XVI. If nominated as an accounting professional, the candidate should at least be acertified public accountant, or have a senior title in accounting, auditing or financialmanagement, hold a tenure of an associate professor or above and a doctorate, or asenior title in economic management and more than five years of full-time workexperience in a professional position in accounting, auditing or financial management.
√ True □ False □Not Applicable
If it is false, please provide details.______________________________XVII. None of myself, my direct relatives and main social relations are employees ofthe Company or any of its holding, subsidiaries and associated companies.
√ True □ False
If it is false, please provide details.______________________________XVIII. I myself and anyone of my direct relatives do not directly or indirectly holdmore than 1% of the issued shares of the Company. None of us sits as the natural personshareholder among the top 10 shareholders of the Company.
√ True □ False
If it is false, please provide details.______________________________
XIX. I myself and anyone of my direct relatives are not directly or indirectly employedby any shareholder that holds more than 5% of the issued shares of the Company. Noneof us take any position in any of the top 5 shareholders of the Company.
√ True □ False
If it is false, please provide details.______________________________XX. I myself and anyone of my direct relatives are not employees of the controllingshareholder, the actual controller or any of their affiliates.
√ True □ False
If it is false, please provide details.______________________________XXI. I am not a provider of financial, legal, consultancy or sponsorship services to thecompany, its controlling shareholders, actual controllers or their respective subsidiaries,including, which is not limited to, all the staff of the project team of any agencies andinstitutions offering the services, auditors or inspectors at all levels, persons signing onthe report, partners, directors, senior management and key persons in charge.
√ True □ False
If it is false, please provide details.______________________________XXII. I have no material business dealings with the listed company, its controllingshareholder, actual controller or their respective subsidiaries, and I do not hold anypositions in entities, their controlling shareholders or actual controllers with which thecompany have material business dealings.
√ True □ False
If it is false, please provide details.______________________________
XXIII. I myself did not meet any of the scenarios prescribed in the above article XVIIto XXII within the immediately preceding twelve months.
√ True □ False
If it is false, please provide details.______________________________XXIV. I myself am not among those who has been prohibited by the China SecuritiesRegulatory Commission from serving as a director, supervisor or senior managementpersonnel of a listed company in the securities market for unexpired period.
√ True □ False
If it is false, please provide details.______________________________XXV. I myself am not among those who has been publicly recognized by the StockExchange as being unsuitable to act as a director, supervisor and senior management ofa listed company for unexpired time limit.
√ True □ False
If it is false, please provide details.______________________________XXVI. I myself have not received any criminal penalty from judicial authorities oradministrative penalty by China Securities Regulatory Commission for crimes relatedto securities and futures in the past 36 months.
√ True □ False
If it is false, please provide details.______________________________XXVII. I myself am not among those who is suspected of securities and futures offencesand under investigation by the China Securities Regulatory Commission or the judicialauthorities with no clear conclusion reached yet.
√ True □ False
If it is false, please provide details.______________________________XXVIII. I have not been publicly reprimanded or criticized more than three times bythe Stock Exchange in the last thirty-six months.
√ True □ False
If it is false, please provide details.______________________________XXIX. I do not have a bad record such as a major breach of trust.
√ True □ False
If it is false, please provide details.______________________________XXX．In the past twelve months, I myself have never been dismissed or replaced by aboard of directors because of absence from board meetings for two consecutive timesduring my previous tenure as an independent director, or because of two consecutiveabsences without entrusting other board members to participate on my behalf.
√ True □ False □ Not Applicable
If it is false, please provide details.______________________________XXXI. The number of domestic listed companies, including the Company, for which Imyself serve as an independent director does not exceed three.
√ True □ False
If it is false, please provide details.______________________________
XXXII. I myself have served as an independent director in the Company for less thansix consecutive years.
√ True □ False
If it is false, please provide details.______________________________I myself, as the candidate, hereby solemnly declare as follows.I. I have a comprehensive understanding about the duties of independent directors
and guarantee that the above statement is true, accurate and complete, and thatthere are no false records, misleading statements or major omissions. Otherwise,I shall bear the legal liabilities arising therefrom and accept the self-regulatorymeasures or disciplinary punishment of the Shenzhen Stock Exchange.II. During my tenure as an independent director of the Company, I will strictly
abide by relevant regulations of both China Securities Regulatory Commissionand Shenzhen Stock Exchange to invest sufficient time and efforts to fulfillduties diligently and conscientiously and ensure independent judgments withoutbeing influenced by shareholders, actual controllers or other entities orindividuals that may have conflicts of interests against the Company.III. If I fails meeting the requirements to be the independent director during my term,
I myself will report to the Board of Directors in a timely manner and resign assoon as possible.IV. I hereby authorize the corporate secretary of the Company’s Board of Directors
to input and submit the full contents of this statement as well as all the otherpersonal information of mine to the Shenzhen Stock Exchange or announce itto the public via the dedicated online system. Such act by the corporate secretaryshall be regarded as same as that by myself, who, therefore, shall bear all thecorresponding legal responsibilities.
V. If the proportion of independent directors does not comply with the relevant
regulations or there is a shortage of accounting professionals during my term ofoffice as a result of my resignation, I will continue to fulfil my duties and willnot refuse to perform my duties on the grounds of my resignation.
Candidate: Ge Ming
April 26, 2024