ADAMA Ltd.2023 Annual 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. Ihave served as an independent director of the Company since 25 December 2023, andI hereby report on the performance of my duties during the year 2023 as follows.
I. Basic Information of Independent Directori. Work Experience, Professional Background and Positions in OtherOrganizationsI hold a title of PhD in pesticide science. I’m the recipient of National OutstandingYouth Science Fund, and also honored as a leading talent in science and technologyinnovation of the “Ten Thousand Talents Plan” of the Organization Department of theCentral Commitment of the CPC, the Innovation Team Leader of the Ministry ofEducation, the National Model Teacher and one of the National Outstanding Scientificand Technological Professionals, etc. Starting my career life in July 1997, I havesuccessively served as lecturer, associate professor and professor in the Institute ofPesticide Chemistry of Central China Normal University. I also held positions includingdean and professor for the School of Chemistry as well as the assistant to the President
of the University, etc. I’m currently a professor, doctoral supervisor, deputy director ofthe Academic Committee of the University, director of the National Key Laboratory ofGreen Pesticide (based at the University), director of International Joint ResearchCenter for Intelligent Biosensor Technology and Health, and director of the PesticideEngineering Research Centre of Hubei Province.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 ShareholdersDuring my tenure as an independent director of the company in 2023, the Companyheld one (1) meeting of the Board of Directors with three proposals considered and allthe motions were passed. 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 Directorsby transmission of signatures. I carefully considered the motions of the Board ofDirectors, exercised my voting rights in a prudent manner and voted in favor of themotions deliberated at the Board of Directors' meetings of the Company that I attended.During my tenure as the independent director in 2023, the Company did not hold anyshareholders' meeting.
| Attendance at Board Meetings and Shareholder Meetings | |||||
| Name of Independent Director | Required Attendance at Board Meetings | On-site Attendance | Attendance by Proxy | Absence | Attendance at Shareholders’ Meetings |
| Yang Guangfu | 1 | 1 | 0 | 0 | 0 |
ii. Participation in the specialized committees of the Board of DirectorsDuring my tenure as the independent director in 2023, the Company held one meetingof the Audit Committee and no meeting of the Nomination Committee or theRemuneration and Evaluation Committee. As a member of the Audit Committee, Iparticipated in the one meeting of the special committee and played a supervisory roleby giving constructive opinions on the relevant matters considered by the Board ofDirectors.For each of the topics of the Board of Directors and special committees, I have carefullyunderstood the contents of the subject matter by reading documents and materials andreviewing relevant information. I have issued one explicit pre-approval opinion inrespect of the Company's related-party transactions. 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. 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 the related-party transactions that should bedisclosed and made independent and clear judgements in a fair and objective manner,specifically as follows:
During my tenure as the independent director in 2023, The Company's Board ofDirectors considered and approved the “Proposal on Signing of SupplementalAgreement to the Entrusted Operation and Management Agreement on Anhui Petro &Chemical” at the 29
th
meeting of the 9
thsession of the Board of Directors held on 29December 2023. I focused on the commercial substance, fairness and equity of therelevant transactions, their impact on the independence of the listed company andwhether they were detrimental to the interests of the Company and minority
shareholders during the deliberations of the issues, and independently and objectivelygave pre-approval to safeguard the legitimate rights and interests of the Company andall the shareholders, in particular, the minority shareholders.During 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.In strict accordance with the new requirements of both CSRC and the Stock Exchangefor independent directors, I will faithfully and diligently perform my duties bystrengthening training on laws and regulations and competence related to theperformance of duties by independent directors, taking the initiative to participate inthe Company's decision-making, actively playing a supervisory role, protecting theinterests of the Company and safeguarding the legitimate rights and interests of all theshareholders, especially the minority ones.
Independent Director
Yang GuangfuMarch 25, 2024