ADAMA Ltd.Statement and Commitment by the Nominator of theIndependent Director Candidate of the CompanyThe Board of Directors of ADAMA Ltd. (hereinafter referred to as “the Company”),the nominator, issues this public statement regarding the nomination of Mr. Ge Mingas an independent director candidate for the 10
thsession of the Board of Directors ofthe Company. Mr. Ge Ming, the nominee, has accepted the nomination in writing.This nomination is made after fully understanding the nominee’s occupation, academicqualifications, title, detailed working experience, all part-time jobs, and whether thereis any major breach of trust and other adverse records, etc.The nominator here confirms that the nominee complies with the relevant laws,administrative regulations, departmental rules, standard documents and the rules of theShenzhen Stock Exchange on the qualifications and independence of candidates for thepost of independent director with the detailed statement and commitment as follows.I. The nominee has passed the qualification examination by the Nomination Committeeof the 9th Session of the Board of Directors of the Company, and the nominator doesnot have any interest or other close relationship with the nominee that may affect theindependent performance of duties.
√ True □ False
If it is false, please provide details.______________________________II. The nominee does not fall within any of the cases stipulated in Article 146 of the“Company Law of the People's Republic of China” that could disqualify a person as adirector of the Company.
√ True □ False
If it is false, please provide details.______________________________III. The nominee has all the qualifications and meets the requirements stipulated inMeasures for the Administration of Independent Directors of Listed Companies issuedby the China Securities Regulatory Commission and the business rules of the ShenzhenStock Exchange.
√ True □ False
If it is false, please provide details.______________________________IV. The nominee meets all the criteria for independent directors specified in the Articlesof Association of the Company.
√ True □ False
If it is false, please provide details.______________________________V. The nominee has attended training and obtained relevant certificates recognized bythe Stock Exchange (if any).
√ True □ False
If it is false, please provide details.______________________________VI. The appointment of the nominee as an independent director does not violaterelevant provisions of the Civil Servant Law of the People’s Republic of China.
√ True □ False
If it is false, please provide details.______________________________
VII. The appointment of the nominee as an independent director does not violate the“Notice on Regulating Cadres Managed by the Organization Department of the CPCCentral Committee to Take up Positions in Listed Companies and Funds asIndependent Directors or Supervisors after Resigning or Retiring from Public Office”of the Central Commission of Discipline Inspection of CPC.
√ True □ False
If it is false, please provide details.______________________________VIII. The appointment of the nominee as an independent director does not violate the“Opinions on Further Regulating Party and Government Leading Cadres to Hold Part-time or any Positions in Enterprises” of the Organization Department of the CPCCentral Committee.
√ True □ False
If it is false, please provide details.______________________________IX. The appointment of the nominee as an independent director does not violaterelevant regulations in the “Opinions on Strengthening Anti-corruption Campaigns inColleges and Universities” of the Central Commission of Discipline Inspection of CPC,the Education Ministry and the Ministry of Supervision.
√ True □ False
If it is false, please provide details.______________________________X. The appointment of the nominee as an independent director does not violate the“Guidelines for the System of Independent Directors and External Supervisors ofShareholding Commercial Banks” of the People’s Bank of China.
√ True □ False
If it is false, please provide details.
______________________________XI. The nominee’s appointment as an independent director does not violate the“Supervision and Management Measures for Directors, Supervisors, SeniorManagement and All Related Practitioners of Securities and Fund Companies” ofChina Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.______________________________XII. The appointment of the nominee as an independent director does not violaterelevant provisions in the “Administrative Measures for the Qualifications of BoardDirectors (Council Directors) and Senior Managers of Financial Institutions”.
√ True □ False
If it is false, please provide details.______________________________XIII. The appointment of the nominee as an independent director does not violaterelevant provisions in the “Administrative Measures for the Qualifications of Directors,Supervisors and Senior Managers of Insurance Companies” and the “AdministrativeMeasures for Independent Directors of Insurance Companies”.
√ True □ False
If it is false, please provide details.______________________________XIV. The nominee as independent director does not violate relevant provisions on thequalifications of independent directors stipulated in other laws, administrativeregulations, department rules and standard guidelines as well as the business rules ofShenzhen Stock Exchange.
√ True □ False
If it is false, please provide details.
______________________________XV. The nominee possesses basic knowledge related to the operation of listedcompanies and proficiency in relevant laws, administrative regulations, departmentalrules, standard guidelines and rules of the Shenzhen Stock Exchange. He has more thanfive years of professional engagement in law, economics, management, accounting,finance or other work experience necessary for the performance of duties as anindependent director.
√ True □ False
If it is false, please provide details.______________________________XVI. If nominated as an accounting professional, the nominee should at least be acertified public accountant, or have a senior title in accounting, auditing or financialmanagement, hold a tenure of an associate professor or above and a doctorate, or asenior title in economic management and more than five years of full-time workexperience in a professional position in accounting, auditing or financial management.
√ True □ False □Not Applicable
If it is false, please provide details.______________________________XVII. None of the nominee, his direct relatives and main social relations are employeesof the Company or any of its holding, subsidiaries and associated companies.
√ True □ False
If it is false, please provide details.______________________________XVIII. The nominee and anyone of his direct relatives do not directly or indirectly holdmore than 1% of the issued shares of the Company. None of them sits as the naturalperson shareholder among the top 10 shareholders of the Company.
√ True □ False
If it is false, please provide details.______________________________XIX. The nominee and anyone of his direct relatives are not directly or indirectlyemployed by any shareholder that holds more than 5% of the issued shares of theCompany. None of them takes any position in any of the top 5 shareholders of theCompany.
√ True □ False
If it is false, please provide details.______________________________XX. The nominee and anyone of his direct relatives are not employees of the controllingshareholder, the actual controller or any of their affiliates.
√ True □ False
If it is false, please provide details.______________________________XXI. The nominee is not a provider of financial, legal, consultancy or sponsorshipservices to the company, its controlling shareholders, actual controllers or theirrespective subsidiaries, including, which is not limited to, any staff of the project teamof any agencies and institutions offering the services, auditors or inspectors at all levels,persons signing on the report, partners, directors, senior management and key personsin charge.
√ True □ False
If it is false, please provide details.______________________________XXII. The nominee has no material business dealings with the listed company, itscontrolling shareholder, actual controller or their respective subsidiaries, and he doesnot hold any positions in entities, their controlling shareholders or actual controllerswith which the company has material business dealings.
√ True □ False
If it is false, please provide details.______________________________XXIII. The nominee did not meet any of the scenarios prescribed in the above articleXVII to XXII within the immediately preceding twelve months.
√ True □ False
If it is false, please provide details.______________________________XXIV. The nominee is not among those who has been prohibited by the ChinaSecurities Regulatory Commission from serving as a director, supervisor or seniormanagement personnel of a listed company in the securities market for unexpiredperiod.
√ True □ False
If it is false, please provide details.______________________________XXV. The nominee is not among those who has been publicly recognized by the StockExchange as being unsuitable to act as a director, supervisor and senior management ofa listed company for unexpired time limit.
√ True □ False
If it is false, please provide details.______________________________XXVI. The nominee has not received any criminal penalty from judicial authorities oradministrative penalty by China Securities Regulatory Commission for crimes relatedto securities and futures in the past 36 months.
√ True □ False
If it is false, please provide details.______________________________XXVII. The nominee is not among those who is suspected of securities and futuresoffences and under investigation by the China Securities Regulatory Commission orthe judicial authorities with no clear conclusion reached yet.
√ True □ False
If it is false, please provide details.______________________________XXVIII. The nominee has not been publicly reprimanded or criticized more than threetimes by the Stock Exchange in the last thirty-six months.
√ True □ False
If it is false, please provide details.______________________________XXIX. The nominee does not have an adverse record such as a major breach of trust.
√ True □ False
If it is false, please provide details.______________________________XXX．In the past twelve months, the nominee has never been dismissed or replacedby a board of directors because of absence from board meetings for two consecutivetimes during his previous tenure as an independent director, or because of twoconsecutive absences without entrusting other board members to participate on hisbehalf.
√ True □ False □ Not Applicable
If it is false, please provide details.______________________________
XXXI. The number of domestic listed companies, including the Company, for whichthe nominee serves as an independent director does not exceed three.
√ True □ False
If it is false, please provide details.______________________________XXXII. The nominee has served as an independent director in the Company for lessthan six consecutive years.
√ True □ False
If it is false, please provide details.______________________________The nominator hereby solemnly declares as follows.I. The nominator guarantees that the above statement is true, accurate and
complete, and that there are no false records, misleading statements or majoromissions. The nominator shall bear the legal liabilities arising therefrom andaccept the self-regulatory measures or disciplinary punishment of the ShenzhenStock Exchange.II. The nominator authorizes the corporate secretary of the Company’s Board of
Directors to input and submit the full contents of this statement to the ShenzhenStock Exchange or announce it to the public via the dedicated online system.Such act by the corporate secretary shall be regarded as same as that of thenominator, who, therefore, shall bear all the corresponding legal responsibilities.III. If the nominee fails meeting the requirements to be the independent director
during his term, the nominator will report to the Board of Directors in a timelymanner and urge the nominee to resign as soon as possible.
Nominator: The Board of Directors of ADAMA Ltd.
April 26, 2024