ADAMA Ltd.2023 Working Report of Independent
Directors
As an independent director of ADAMA Ltd. (hereinafter referred to as “the Company”),I performed my duties diligently, prudently and independently, followed the Company'soperation and financial conditions in a timely manner, actively attended relevantmeetings on time, earnestly deliberated all proposals of the Board of Directors andprovided impartial, objective and independent opinions on related issues, thussafeguarding the interests of the Company and all of its shareholders and fulfilling ourduties in the Company, all strictly in accordance with the Company Law of the People’sRepublic of China, the Rules for Independent Directors of Listed Companies and theCompany’s Articles of Association as well as its Policy for Independent Directors. Ihereby reported my 2023 annual work as follows:
I. Basic Information of Independent Directori. Work Experience, Professional Background and Positions in OtherOrganizationsI hold a master degree in western accounting, and am a senior accountant, a certifiedChinese public accountant as well as an Australian certified public accountant. Ipreviously served as the chairman and chief accountant of Ernst & Young Hua MingCertified Public Accountants Firm, and as the managing partner, chief accountant andsenior advisor of Ernst & Young Hua Ming Certified Public Accountants (specialgeneral partnership). I currently serve as an independent director on the boards ofAsiaInfo, China Tourism Group Duty Free Corporation Limited, GAC Aion NewEnergy Automobile Co., Ltd. and Apollobio Corp. I currently also serve on thesupervisory boards of the Bank of Shanghai, Tencent Foundation as well as TaikangInsurance Group Inc., and serve as the executive director and general manager of
Beijing Huaming Fulong Accounting Consulting Co., Ltd.ii. Notice on Status of IndependenceDuring my tenure as an independent director of the Company, I did not hold anyposition in the Company other than an independent director, nor did I hold any positionin the Company's major shareholders. I had no relationship with the Company or itsmajor shareholders that hindered my independent and objective judgment, and therewas no situation that affected the independence of independent directors. I havecomplied with the relevant requirements of laws, regulations, normative documentsregarding the independence of independent directors, including the ManagementMeasures for Independent Directors of Listed Companies, Shenzhen Stock ExchangeSelf-regulatory Guidelines for Listed Companies No. 1- Standardized Operation ofMain Board Listed Companies, and the Articles of Association.
II. Annual Duty Performance as Independent Directori. Participation in the Board Meetings and the General Meeting of ShareholdersIn 2023, the Company held twelve (12) meetings of the Board of Directors with thirty-seven (37) proposals considered and all the motions were passed after discussion by theother attending Directors. In strict accordance with the provisions and requirements ofthe Articles of Association, the Rules of Procedure of the Board of Directors and thePolicy for Independent Directors, I attended all the meetings of the Board of Directorson time by way of video conferencing and transmission of signatures, and I did notauthorize to delegate any other independent directors to attend the meetings. I carefullyconsidered the motions of the Board of Directors, independently, impartially andobjectively expressed my opinions and exercised my voting rights in a prudent mannerand voted in favor of the motions deliberated at each of the Board of Directors' meetingsof the Company.There were four shareholders' meetings held along the year and I attended all of them.
| Attendance at Board Meetings and Shareholder Meetings | |||||
| Name | Required Attendance at Board Meetings | On-site Attendance | Attendance by Proxy | Absence | Attendance at Shareholders’ Meetings |
| Ge Ming | 12 | 12 | 0 | 0 | 4 |
ii. Participation in the specialized committees of the Board of DirectorsIn 2023, the Company held six meetings of the Audit Committee, four of theNomination Committee and three of the Remuneration and Evaluation Committee. Asthe chairman of the Audit Committee and a member of both the Remuneration andEvaluation Committee and the Nomination Committee, I participated in all sessions ofthe special committees and played a supervisory role by giving constructive opinionson the relevant matters considered by the Board of Directors.For each of the topics of the Board of Directors and special committees, I have carefullyunderstood the contents of the subject matter by listening to briefings by themanagement of the Company and the external auditor, reading documents and materialsand reviewing relevant information. I have issued independent opinions with explicitconsent for a total of six times and pre-approval opinions for a total of four times inrespect of the Company's material matters such as related-party transactions, externalguarantees, any fund appropriation by controlling shareholders and related parties,appointment of senior management, employment of accounting firms, internal control,profit distribution, deposit and use of raised fund, investment in derivatives and riskcontrol, remuneration of senior management, etc.… I have played a positive role in thescientific and objective decision-making by the Board of Directors and activelycontributed to the sound development of the Company.iii. Communication with the internal audit department and the annual auditingfirm of accountantsIn 2023, I regularly listened to presentations from the internal audit department of theCompany on the implementation of the internal audit work plan and the buildup andpractice of the internal control system, and on the verification of significant mattersincluding external guarantees, related-party transactions, purchase of assets, and theCompany's large amount of fund transactions as well as the situation of fundtransactions with Directors and Supervisors, controlling shareholders, actual controllersand their associates in order to have in-depth discussion on the possible risks of therelevant issues and execution challenges. Regarding to the Company's annual report for2022, the Independent Directors had separate pre-communication with the annual
auditing firm engaged by the Company prior to the convening of the relevant AuditCommittee to discuss important financial topics in the annual audit and to understandthe progress of the audit and issues.iv.On-site work at the Company and communication with small and medium-sizedinvestorsIn 2023, I made on-site visits to the Company through various means such as attendingthe Board of Directors' meetings, shareholders' meetings, management exchanges andon-site research at the production plants, so as to fully understand the Company'soperating conditions, financial performance and major projects, and to pay attention tothe impact of changes in the external environment and the market on the Company.Resolutions passed by the Board of Directors were implemented and executed underthe supervision of the Directors. In order to deepen my understanding of the Company'sactual production and operation situation, I have separately conducted on-site researchof the Company's Jingzhou site located in Hubei Province and Anpon site located inJiangsu Province, listened to presentations from the local management teams, andconducted on-site inspections of the plants and neighboring operating sites.I have continued to pay attention to the opinions of small and medium-sized investorson the Company and media reports. After the release of the Company’s 2022 annualreport, I actively participated in the online results exchange meeting as a bridge tostrengthen interaction with investors and to widely understand the concerns andopinions of investors and brokerage firms regarding the Company’s operation, reformand development and shareholders’ returns.
III. Priorities of Duty Performance and Execution of Special Power ofIndependent DirectorsDuring my term of office in the year of 2023, I have given full attention to materialmatters of the Company, including related-party transactions, periodic reports, internalcontrol evaluation reports, the engagement of accounting firms, the nomination ofdirectors, and the appointment of senior management and the remuneration of seniormanagement, and made independent and clear judgements in a fair and objective
manner, specifically as follows:
i. Related-party transactions to be disclosedThe Company's Board of Directors considered and disclosed four related-partytransactions in 2023, including “Proposal on Credit Facilities from the Related Party”considered and approved on the 18
th meeting of the 9
th
session of the Board of Directorsheld on February 15
th, 2023, “Proposal on the Expected Related Party Transactions inthe Ordinary Course of Business in 2023” considered and approved at the 19
thmeetingof 9
th session of the Board of Directors held on March 19
th
, 2023, “Proposal on CreditFacility from the Related Party” considered and approved at the 24
th
meeting of the
thsession of the Board of Directors held on 28 August 2023 and the “Proposal onSigning of Supplemental Agreement to the Entrusted Operation and ManagementAgreement on Anhui Petro & Chemical” considered and approved at the 29
thmeetingof the 9
th
session of the Board of Directors held on 29 December 2023. I focused on thecommercial substance, fairness and equity of the relevant transactions, their impact onthe independence of the listed company and whether they were detrimental to theinterests of the Company and minority shareholders during the deliberations of theissues, and independently and objectively gave pre-approval and independent opinionsto safeguard the legitimate rights and interests of the Company and all the shareholders,in particular, the minority shareholders.ii. Periodic reports, internal control evaluation reportsDuring the reporting period, the Company prepared and disclosed its Annual Report for2022, the Internal Control Self-Evaluation Report for 2022, the First Quarter Report for2023, the Half-year Report for 2023 and the Third Quarter Report for 2023 on time instrict accordance with the requirements of the relevant laws, regulations and regulatorydocuments, and accurately disclosed the financial data and important matters of thecorresponding reporting periods, and fully presented its operation to the investors. Theaforesaid reports were submitted to the Board of Directors for consideration andapproved by the Board of Directors after being agreed by all members of the AuditCommittee. The directors, supervisors and senior management of the Company allsigned written confirmations of the periodic reports of the Company.
iii. Engagement of an Audit Firm for the audit of financial statements and internalcontrol for the year 2023At the 18
th meeting of the 9
thsession of the Board of Directors of the Company held on19 March 2023, it considered and approved the proposal on the engagement of financialstatement and internal control auditor for the year 2023 and continued to engageDeloitte as its financial statement auditor and internal control auditor for the year 2023.The proposal was approved by all members of the Audit Committee and submitted tothe Board of Directors for consideration. I have carefully reviewed the qualificationmaterials and business experience of the accounting firm and have independentlyexpressed pre-approval and independent opinions based on my independent judgement.iv. Nomination of Directors of the BoardDuring the reporting period, Mr. Chen Lichtenstein, a director of the Company, as hewas no longer serving in Syngenta Group, the controlling shareholder of the Companyand Mr. Xi Zhen, an independent director, as his term of office was going to expire,submitted letters of resignation to the Board of Directors of the Company respectively.At the 26
th
and 27
thmeetings of the Ninth Session of the Board of Directors of theCompany held on 15 November and 8 December 2023, the Board considered andapproved the “Proposal on the Nomination of a Non-Independent Director of the 9
th
Session of the Board of Directors” and the “Proposal on the Nomination of anIndependent Director of the 9th Session of the Board of Directors” respectively. Mr.Qin Hengshi was nominated to serve as a non-independent director of the Companyand Mr. Yang Guangfu was nominated as an independent director of the Company. Theaforesaid motions were submitted to the Board of Directors for consideration afterbeing agreed by all members of the Nomination Committee. I have carefully studiedthe biographical information of the candidates for directors, paid attention to whetherthe nomination and voting procedures comply with the requirements of laws andregulations, whether the candidates’ qualifications comply with the relevant conditionsfor appointment as well as whether there is any situation in which they are not permittedto take up appointment, in particular the independence of the candidates for independentdirectors, and prudently and independently expressed my independent opinions on the
relevant topics with clear consent.v. Appointment of senior managementAt the 18
th and 21
stmeetings of the Ninth Board of Directors held on 15 February and2 April 2023, the Company considered and approved the “Proposal on the MattersRelating to the Company’s Chief Financial Officer” and the “Proposal on Change ofthe Senior Executive of the Company”, and appointed Ms. Efrat Nagar as ChiefFinancial Officer and Mr. Steve Hawkins as President and Chief Executive Officer. Theabove proposals were approved by all members of the Nomination Committee andsubmitted to the Board of Directors for consideration. I have carefully studied thebiographical information of the senior management candidates, paid attention towhether the nomination and deliberation procedures are in compliance with therequirements of laws and regulations, whether the qualifications of candidates meet therelevant conditions of appointment and whether there are any circumstances underwhich the candidates are not permitted to take up the appointment, and prudently andindependently expressed my independent opinion on the relevant issues with clearconsent.vi. Remuneration of senior managementAt the 18
th
, 19
th and 21
stmeetings of the Ninth Session of the Board of Directors of theCompany held on 15 February, 19 March and 2 April 2023, the Board considered andapproved the motions on the remuneration of senior management personnel and thearrangements for their departure. The relevant motions were submitted to the Board ofDirectors for consideration after being agreed by all members of the Remuneration andEvaluation Committee.vii. Execution of Special Power of Independent DirectorsDuring 2023, I didn’t exercise special power of independent directors, includingindependently engaging intermediary agencies, proposing to convene an extraordinarygeneral meeting of shareholders to the Board of Directors, proposing to convene ameeting of the Board of Directors, and publicly soliciting shareholder rights fromshareholders.
IV. Summary and AdvicesIn 2023, with a spirit of loyalty and diligence, and a responsible attitude towardsshareholders, especially small and medium-sized shareholders, I fulfilled theobligations of an independent director in accordance with various laws and regulations,played the role of an independent director, and effectively safeguarded the legal rightsand interests of all shareholders, especially small and medium-sized shareholders.With the implementation of the Administrative Measures for Independent Directors ofListed Companies, the regulatory bodies have put forward new requirements forindependent directors to perform their duties and strengthen their own capacity building.I will faithfully and diligently perform my duties in strict accordance with the newrequirements of both CSRC and the Stock Exchange for independent directors, take theinitiative to participate in the Company's decision-making, actively play a supervisoryrole, protect the interests of the Company, and safeguard the legitimate rights andinterests of all the shareholders, especially the minority ones.
Independent Director
Ge MingMarch 25, 2024