th Meeting of the 9
thSession 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 27
th
Meeting of the 9
thSession ofthe Board of Directors from the standpoint of independent judgement:
I．Independent Opinion on the Nomination of an Independent Director of the 9
th
Session of the Board of Directors
1. Resignation of Mr. Xi Zhen
The resignation of Mr. Xi Zhen from his position as an independent director in theCompany is due to his consecutive tenure as the independent director exceeding sixyears. The reason for his resignation is in line with the actual situation and hisresignation will not have an adverse impact on the Company’s regular operation, norwill it adversely affect the routine business and the management of the Company.
2. Nomination of the independent director
(1) The nomination and voting procedure for the independent director candidate of the
th
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 theindependent director candidate Mr. Yang Guangfu 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 subjectto any judicial enforcement.We are of the opinion that Mr. Yang Guangfu meets the requirements for serving as adirector and independent director of a listed company. Mr. Yang Guangfu does not fallwithin any of the cases stipulated in the Company Law of China, AdministrativeMeasures for Independent Directors of Listed Companies, Guidelines of Shenzhen
Stock Exchange on Self-discipline Supervision of Listed Companies No.1: StandardizedOperation of Main Board Listed Companies and relevant laws, regulations and rulesthat could disqualify him from acting as an independent director of the Company. Thenomination of Mr. Yang Guangfu as an independent director candidate for the 9
th
Session of the Board of Directors will not adversely affect the regular operations andcorporate governance of the Company.
(3) We approve the nomination of Mr. Yang Guangfu as the independent directorcandidate of the 9
thSession of the Board of Directors. The nomination of Mr. YangGuangfu as an independent director candidate shall be approved by the Company’sshareholders meeting for deliberation and approval following its review by ShenzhenStock Exchange.
(The signature page of Independent Opinions on the Relevant Issues of the 27
thMeetingof the 9
th
Session of the Board of Directors)Independent Director Signature:
Ge Ming Xi Zhen
December 8, 2023