ADAMA Ltd.Independent Opinions of the Independent Directorson the Relevant Issues of the 24
th
Meeting of the 9
th
Session of the Board of DirectorsIn accordance with the Company Law of the People’s Republic of China, Rules forIndependent Directors of Listed Companies, and other laws, regulations and normativedocuments, as well as the Articles of Association of the Company and IndependentDirector Policy, we, as the independent directors of ADAMA Ltd. (hereinafter referredto as “Company”), give our independent opinions on the relevant proposals of the 24
th
Meeting of the 9
thSession of the Board of Directors from the standpoint of independentjudgment:
1. Independent Opinions on the Utilization of the Company’s Capital for Non-
Operating Purposes by the Controlling Shareholder and the Related Parties ofthe Company; and External Guarantees Provided by the Company
(1) Utilization of the Company’s Capital for Non-Operating Purposes by theControlling Shareholder and the Related Parties of the CompanyIn the first half of 2023, the Controlling shareholder and related parties of theCompany did not utilize the Company’s capital for non-operating purposes.Capital amounts transferred between the Company and its controlling shareholderand related parties in the first half of 2023 were solely related to normal businessoperations and conducted at fair prices. The transactions followed the required legalprocedures and did not harm the interests of the Company and its shareholders.
(2) External guarantees
The Company strictly controlled the guarantees provided to others according to therelevant laws and regulations as well as the Articles of Association of the Company.As of June 30, 2023, no guarantees were provided by the Company and/or its
subsidiaries in favor of entities not consolidated in the Company’s financialstatements. The balance of external guarantees was RMB 7,001.4301 million,accounting for 29.61% of the latest audited net assets of the Company.We are of the opinion that, in the first half of 2023, all of the Company’s externalguarantees were legally provided and properly disclosed. The external guaranteesprovided by the Company did not harm the interests of the Company or itsshareholders, including the minority shareholders.
2. Independent Opinion on the Investment in Derivative Financial Instruments
and Related Risk ControlsThe derivative investments carried by the Company are for hedging and avoidingthe risk of market fluctuations. The investments are related to the Company’sregular business needs and are in accordance with the relevant laws and regulations.Additionally, the Company has adopted a Currency Risk Hedging Policy tostrengthen its risk management and control, which allow the Company to reducemarket risk. The derivative investments do not harm the interest of the Company orits shareholders.
3. Independent Opinion on the Risk Appraisal Report of Sinochem Finance Co.,Ltd.For securing the safety of the funds of the Company deposited in the financecompany, the Company evaluated the business, qualifications, and the status of therisk of Sinochem Finance Co., Ltd., and issued a Risk Appraisal Report. We are ofthe opinion that:
(1) Sinochem Finance Co., Ltd. holds a valid Financial Institution License and aBusiness License. China Banking and Insurance Regulatory Commission (nowthe National Financial Supervision and Administration Bureau) strictlysupervises the business scope, business procedures and internal risk controlsystem of Sinochem Finance Co., Ltd.
(2) We did not find that Sinochem Finance Co., Ltd. has any significant defect inits risk management. Currently, the risk of the Company’s related-party depositin Sinochem Finance Co., Ltd. is controllable.
4. Independent Opinion on Credit Facility from the Related Party
The Company's wholly-owned subsidiary, Adama Agricultural Solutions Ltd.(directly, or through one of its subsidiaries) is contemplating applying for a newcredit facility not exceeding RMB 2 billion from Syngenta Group Co., Ltd., or anyof its subsidiaries, in order to expand the funding sources of the Company and itssubsidiaries, which is normal business operations. The Transaction conforms torelevant national laws and regulations, as applicable, and market-oriented principles,and will not influence the independence of the Company or damage the interests ofthe Company and its other shareholders. The decision-making procedures for theTransaction conform to the Company Law, the Rules of Shenzhen Stock Exchangefor the Listing of Stocks, the Articles of Association of the Company and other lawsand regulations. Therefore, we approved the Transaction.
(The signature page of Independent Opinion on the Relevant Issues of the 24
thMeetingof the 9
th
Session of the Board of Directors)
Independent Director Signature:
__________________ ___________________
Ge Ming Xi Zhen
August 28, 2023