ADAMA Ltd.2021 Annual Working Report of the Independent Directors
As independent directors of ADAMA Ltd. (hereinafter referred to as “theCompany”), I actively attended the relevant meetings, earnestly deliberated allproposals of the Board of Directors and provided independent opinions on relatedissues, thus safeguarding the interests of the Company and all of its shareholders andfulfilling our duties in the Company, all strictly in accordance with the Company Lawof the People’s Republic of China, the Rules for Independent Directors of ListedCompanies, the Working System for Independent Directors and other laws,regulations and the Company’s Articles of Association. I hereby report my 2021annual work as follows:
I. Attendance at Relevant Meetings
In 2021, the Company held ten (10) meetings of the Board of Directors and one
(1) General Meetings of Shareholders, all of which were attended by me without anyobjection to the proposals and other related matters deliberated by the Board ofDirectors. The attendance details are as follows:
| Name of independent director | Attendance at Board Meetings | Attendance at Shareholders’ Meetings | |||||
| Required attendance at Board Meetings during 2019 | On-site Attendance | Participation by means of video | Attendance by proxy | Absences | Absence from two consecutive meetings | ||
| Ge Ming | 10 | 0 | 10 | 0 | 0 | No | 1 |
In 2021, I received an in-depth understanding of the Company’s overallproduction and operations and reviewed the related party transactions, usage of theraised funds, remuneration policy of senior executives, nomination of directors, mediareports on the Company and other important matters.
At each meeting of the Board of Directors, I carefully deliberated the proposals,actively participated in discussions and put forward reasonable suggestions. Ieffectively fulfilled the responsibilities of independent directors, safeguarded theoverall interests of the Company and the legitimate rights and interests of allshareholders, especially small and medium shareholders, and positively contributed tothe sustainable, stable and healthy development of the Company.
II. Providing Independent Opinions
In 2021, I provided independent opinions on the following matters:
| Date of Opinion | Opinion Matter/s | Opinion |
| March 29, 2021 | 1.Utilization of the Company’s funds by the controlling shareholders and its related parties; external guarantees; 2.Engagement of the external auditors; 3.Pre-plan of the dividend distribution; 4. Expected Related Party Transactions in the Ordinary Course of Business in 2021; 5.Deposit and usage of the raised funds in 2020; 6.Self-appraisal Report on Internal Control; 7.Deposit in ChemChina Finance Co., Ltd. 8. Risk Appraisal Report of ChemChina Finance Co., Ltd. 9. Investment in Derivative Financial Instruments and Related Risk Controls; 10. Remuneration of Senior Executives. | Approved |
| April 28, 2021 | 1. Nomination of directors | Approved |
| August 24, 2021 | 1.Utilization of the Company’s funds by the controlling shareholders and its related parties in the first half year of 2021; 2. Deposit and usage of the raised funds in the first half year of 2021; 3. Investment in Derivative Financial Instruments and Related Risk Controls; 4. Risk Appraisal Report of ChemChina Finance Co., Ltd. | Approved |
| October 27, 2021 | 1. Credit Facilities of $100m from the Related Party ; | Approved |
| December 22, 2021 | 1. Signing of a Financial Service Agreement with Sinochem Finance Co., Ltd; 2. Risk Appraisal Report of Sinochem Finance Co., Ltd. 3. The Contingency Plan for Deposits at Sinochem Finance Co., Ltd. | Approved |
| December 31, 2021 | 1. Signing of Entrusted Operation and Management Agreement regarding Anhui Petroleum & Chemical Group Co., Ltd between the Company and China National Agrochemical Co., Ltd. | Approved |
The details of all the above independent opinions are published on
www.cninfo.com.cn.
III. Other Work Performed for the Protection of Investors’ Rights and InterestsThe management of the Company paid significant attention to the communicationwith me and provided me with regular reports on the progress of major issues, thusproviding a good foundation for the performance of my duties.
Continuous attention was paid to the information disclosure of the Company: Ihave been supervising the Company’s information disclosure to strictly conform to theCompany Law of the People's Republic of China, the Rules of Shenzhen StockExchange for the Listing of Stocks, the Guidelines of Shenzhen Stock Exchange onSelf-discipline Supervision of Listed Companies No.1 - Standardized Operation ofMain Board Listed Companies and other laws, regulations and regulatory documents,to ensure the true, correct, complete, timely and fair information disclosure by theCompany.
Continuous attention was paid to the internal control and governance of theCompany: During the reporting period, I have reviewed the formulation andimplementation of relevant governance systems, the status of production andoperation management, the establishment, completion and implementation of internalcontrols, the implementation and follow-up of the resolutions of the Board of
Directors by the Company’s Management, etc. Based on those, I have reminded theCompany to enhance internal controls and strengthen standard operations.
IV. OthersThe Board of Directors consists of four special committees. During the reportingperiod, the relevant committees deliberated the issues that were within their respectiveworking areas. The committees operated in a normal way in the reporting period.
During the preparation and disclosure of the 2020 annual report of the Company,Management reported on the progress made in the business of the Group as well asimportant events that occurred in 2020, I discussed with the auditing accountants keyissues and put forward suggestions and formed resolutions.
All Meetings of the Shareholders of the Company in 2021 were convened,proposed, held and voted according to the procedures and with the presence of thelawyers who issued legal opinions. Therefore, the results of such meetings were legaland effective. During my term of office in 2021, all decisions of the Board were madein accordance with relevant procedures and thus are legal and effective.
In 2021, I did not propose to convene any meeting of the Board of Directors orany General Meeting of Shareholders; to employ or dismiss any accounting firm; or toseparately employ an external audit agency or an advisory body to audit or provideconsultation on specific matters of the Company.
Independent Directors:
______________Ge Ming
ADAMA Ltd.
March 31, 2022