th Meeting of the 9
th
Session of the Board ofDirectorsPursuant to the Company Law of China, Administrative Measures for IndependentDirectors of Listed Companies and relevant laws, regulations and normative documentsas well as the Company's Articles of Association, we, as independent directors ofADAMA Ltd. (hereinafter referred to as “the Company”), give the followingindependent opinions on the relevant proposals of the 26
th Meeting of the 9
thSession ofthe Board of Directors from the standpoint of independent judgement:
I．Independent Opinion on the Nomination of a Non-Independent Director of the 9
th
Session of the Board of Directors
1. Resignation of Mr. Chen Lichtenstein
The resignation of Mr. Chen Lichtenstein from his position as a director in the Companyis due to his resignation from Syngenta Group. The reason for his resignation is in linewith the actual situation and his resignation will not have an adverse impact on theCompany’s regular operation, nor will it adversely affect the routine business and themanagement of the Company.
2. Nomination of the non-independent director
(1) The nomination and voting procedure for the non-independent director candidate ofthe 9th
session of the Board of the Directors is lawful and valid.
(2) After reviewing the profiles of the nominee, we are of the opinion that neither thenon-independent director candidate Mr. Qin Hengde has been subject to punishmentimposed by the China Securities Regulatory Commission or the SZSE, nor is he thesubject of any investigation of a judicial authority, and he is not a dishonest party subject
to any judicial enforcement.We are of the opinion that Mr. Qin Hengde meets the requirements for serving as adirector of a listed company. Mr. Qin Hengde does not fall within any of the casesstipulated in the Company Law of China, Guidelines of Shenzhen Stock Exchange onSelf-discipline Supervision of Listed Companies No.1: Standardized Operation of MainBoard Listed Companies and relevant laws, regulations and rules that could disqualifyhim from acting as a director of the Company.
(3) We approve the nomination of Mr. Qin Hengde as the non-independent directorcandidate of the 9
thSession of the Board of Directors. The nomination shall besubmitted to the Company’s shareholders meeting for deliberation and approval.
(The signature page of Independent Opinions on the Relevant Issues of the 26
thMeetingof the 9
th
Session of the Board of Directors)Independent Director Signature:
Ge Ming Xi Zhen
November 15, 2023