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公司公告

安道麦B:2018年度独立董事述职报告(英文版)2019-03-21  

						                                          ADAMA Ltd.

        2018 Annual Working Report of the Independent Directors


          As independent directors of ADAMA Ltd. (hereinafter referred to as “the
   Company”), we actively attended the relevant meetings, earnestly deliberated all
   proposals of the Board of Directors and provided independent opinions on related
   issues, thus safeguarding the interests of the Company and all of its shareholders and
   fulfilling our duties in the Company, all strictly in accordance with the Company Law
   of the People’s Republic of China, the Guiding Opinions on Establishment of
   Independent Directors for Listed Companies, the Working System for Independent
   Directors and other laws, regulations and the Company’s Articles of Association. We
   hereby report our 2018 annual work as follows:


   I.     Attendance at Relevant Meetings


          In 2018, the Company held 11 meetings of the Board of Directors and four
   General Meetings of Shareholders, all of which were attended by the independent
   directors without any objection to the proposals and other related matters deliberated
   by the Board of Directors. The attendance details are as follows:


                                     Attendance at Board Meetings                              Attendance
              Required                                                                             at
              attendance                                                          Absence Shareholders’
 Name of
               at Board    On-site    Participation by   Attendance               from two     Meetings
independent                                                           Absences
              Meetings Attendance     means of video      by proxy               consecutive
  director
               during                                                             meetings
                2018
Tang                                                                                               4
                 11          0              11               0           0           No
Yunwei
Xi Zhen          11          0              11               0           0           No            4


          In 2018, we received an in-depth understanding of the Company’s overall
   production and operations and reviewed the usage of the raised funds, change of the


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accounting policy, appointment and resignation of directors, public opinions and
reports on the Company and other important matters.


    At each meeting of the Board of Directors, we carefully deliberated the proposals,
actively participated in discussions and put forward reasonable suggestions. We
effectively fulfilled the responsibilities of independent directors, safeguarded the
overall interests of the Company and the legitimate rights and interests of all
shareholders, especially small and medium shareholders, and positively contributed to
the sustainable, stable and healthy development of the Company.


II. Providing Independent Opinions


    In 2018, we provided independent opinions on the following matters:


    Date of Opinion                           Opinion Matter/s                      Opinion
                        1.Remuneration of the Independent Directors and
                        senior management members;
    March 1, 2018                                                                   Agreed
                        2.Nominations of the Independent Directors and the
                        non-independent directors.
                        1.Utilization of the Company’s funds by the
                        controlling shareholders or its related parties; external
                        guarantees;
                        2.Engagement of the external auditors;
                        3.Pre-plan of the dividend distribution;
                        4.Change of accounting policy and accounting
    March 27, 2018      estimation;                                                 Agreed
                        5.Assets write-off;
                        6.Examption of the self-appraisal on internal control
                        and the corresponding auditor report;
                        7.Deposit and usage of the raised funds in 2017;
                        8.Deposit in ChemChina Financial Co., Ltd.
                        9.2017 bonuses of senior management
                        1.Estimation of the related party transactions in the
     June 7, 2018       ordinary course of business in 2018;                        Agreed
                        2.Estimation of guarantees to be provided in 2018
                        Utilization of part of the funds raised from certain
     June 25, 2018      qualified investors through the issuance of ordinary A      Agreed
                        shares in December 2017, for replacing capital

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                          previously invested in the designated projects
                          included in the 2017 Major Assets Restructuring
     July 26, 2018        Replacement of a director                                   Agreed
                          1. Utilization of the Company’s funds by the
                          controlling shareholders or its related parties in the
    August 27, 2018       first half year of 2018;                                    Agreed
                          2. Deposit and usage of the raised funds in the first
                          half year of 2018
                          Application of designated raised funds by way of
   October 30, 2018       investment in wholly owned subsidiaries of the              Agreed
                          Company
                          Change    of    the   Company’s   name   and     stock
  December 10, 2018                                                                   Agreed
                          abbreviations


     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 Interests



     The management of the Company paid significant attention to the communication

with us and provided us with regular reports and the progress of major issues, thus

providing a good foundation for the performance of our duties.



    Continuous attention was paid to the information disclosure of the Company: we
have been supervising the Company’s information disclosure to strictly conform to the
Company Law of the People's Republic of China, the Rules of Shenzhen Stock
Exchange for the Listing of Stocks and other laws and regulations as well as the
Information Disclosure Management System, to ensure the true, correct, complete,
timely and fair information disclosure of the Company.


     Continuous attention was paid to the internal control and governance of the
Company: During the reporting period, we have reviewed the progress of the name
change, the formulation and implementation of relevant governance systems, the
status of production and operation management, the establishment, completion and
implementation of internal controls, the implementation and follow-up of the

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resolutions of the Board of Directors by the Company’s Management, etc. Based on
those, we have urged the Company to complete implementation of relevant systems,
enhance internal controls and strengthen standard operations.



IV. Others

     The Board of Directors consists of four special committees. During the reporting
period, the relevant committees strictly followed the rules to convene meetings and
deliberated the issues that were within their respective working areas. The committees
operated in a normal way in the reporting period.


     During the preparation and disclosure of the 2018 annual report of the Company,
Management reported on the progress made in the business of the Group as well as
important events that occurred in 2018, discussed with the auditing accountants key
issues and put forward suggestions and formed resolutions.


     All Meetings of the Shareholders of the Company in 2018 were convened,
proposed, held and voted according to legal procedures and with the presence of the
lawyers who issued legal opinions. Therefore, the results of such meetings were legal
and effective. During our term of office in 2018, all the meetings of the Board of
Directors of the Company were held according to relevant legal procedures; and at the
meetings, all decisions were made in accordance with relevant procedures and thus
are legal and effective.


     In 2018, we did not propose to convene any meeting of the Board of Directors or
any General Meeting of Shareholders; to employ or dismiss any accounting firm; and
to separately employ an external audit agency or an advisory body to audit or provide
consultation on specific matters of the Company.


       Independent Directors:


       ______________                                        ______________
         Tang Yunwei                                            Xi Zhen


                                                                ADAMA Ltd.
                                                                March 19, 2019
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