Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-18
ADAMA Ltd.
Statement by the Independent Director Candidate of
the Company
Mr. Xi Zhen, the independent director candidate for the 9th Session of the Board of
Directors of ADAMA Ltd.(hereinafter referred to as “the Company”), hereby declares
and guarantees that I myself do not have any relations with the Company that may
affect my independence and I meet all the qualification and independency requirements
as an independent director in compliance with relevant laws, administrative regulations,
standard guidelines and rules of Shenzhen Stock Exchange. The detailed statement is as
follows.
I. I myself do 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 me as a director of the
Company.
√ True □ False
If it is false, please provide details.
______________________________
II. I myself have all the qualifications and meet the requirements stipulated in the
Guidelines on Establishing the System of Independent Directors in Listed Companies
of the China Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
III. I myself meet all the criteria for independent directors specified in the Articles of
Association of the Company.
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√ True □ False
If it is false, please provide details.
______________________________
IV. I myself have obtained the certificate for independent directors in accordance with
the “Guidelines on Training Senior Executives of Listed Companies” of the China
Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
V. The appointment of myself as an independent director does not violate relevant
provisions of the “Civil Servant Law of the People’s Republic of China”.
√ True □ False
If it is false, please provide details.
______________________________
VI. The appointment of myself as an independent director does not violate the “Notice
on Regulating Cadres Managed by the Organization Department of the CPC Central
Committee to Take up Positions in Listed Companies and Funds as Independent
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.
______________________________
VII. The appointment of myself 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 CPC
Central Committee.
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√ True □ False
If it is false, please provide details.
______________________________
VIII. The appointment of myself as an independent director does not violate relevant
regulations in the “Opinions on Strengthening Anti-corruption Campaigns in Colleges
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.
______________________________
IX. The appointment of myself as an independent director does not violate the
“Guidelines for the System of Independent Directors and External Supervisors of
Shareholding Commercial Banks” of the People’s Bank of China.
√ True □ False
If it is false, please provide details.
______________________________
X. The appointment of myself as an independent director does not violate the
“Supervision Measures for the Qualifications of Directors, Supervisors and Senior
Management of Securities Companies” of China Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
XI. The appointment of myself as an independent director does not violate relevant
provisions in the “Administrative Measures for the Qualifications of Board Directors
(Council Directors) and Senior Managers of Financial Institutions” and the “Interim
Administrative Measures for the Qualifications of Directors, Supervisors and Senior
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Managers of Financing Insurance Companies” of China Banking and Insurance
Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
XII. The appointment of myself as an independent director does not violate relevant
provisions in the “Administrative Measures for the Qualifications of Directors,
Supervisors and Senior Managers of Insurance Companies” and the “Interim
Administrative Measures for Independent Directors of Insurance Companies” of China
Banking and Insurance Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
XIII. The appointment of myself as independent director does not violate relevant
provisions on the qualifications of independent directors stipulated in other laws,
administrative regulations, department rules and standard guidelines as well as the
business rules of Shenzhen Stock Exchange.
√ True □ False
If it is false, please provide details.
______________________________
XIV. I myself possess basic knowledge related to the operation of listed companies and
am aware of the relevant laws, administrative regulations, standard guidelines and
rules of the Shenzhen Stock Exchange. I have the necessary work experience to
perform duties as independent director for more than five years.
√ True □ False
If it is false, please provide details.
______________________________
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XV. None of myself, my direct relatives and main social relations are employees of the
Company or any of its holding, subsidiaries and associated companies.
√ True □ False
If it is false, please provide details.
______________________________
XVI. I myself and anyone of my direct relatives do not directly or indirectly hold more
than 1% of the issued shares of the Company. None of us sits as the natural person
shareholder among the top 10 shareholders of the Company.
√ True □ False
If it is false, please provide details.
______________________________
XVII. I myself and anyone of my direct relatives are not directly or indirectly employed
by any shareholder that holds more than 5% of the issued shares of the Company. None
of us take any position in any of the top 5 shareholders of the Company.
√ True □ False
If it is false, please provide details.
______________________________
XVIII. I myself and anyone of my direct relatives are not employees of the controlling
shareholder, the actual controller or any of their affiliates.
√ True □ False
If it is false, please provide details.
______________________________
XIX. I myself do not offer financial, legal, consulting and other services to the
Company, its controlling shareholders, actual controllers or their respective affiliates.
√ True □ False
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If it is false, please provide details.
______________________________
XX. I myself am not employed by any other company that has significant business
transactions with the Company, its controlling shareholder, the actual controller or their
respective affiliates. I do not work for any controlling shareholder of any other
company that has significant business transactions with the Company.
√ True □ False
If it is false, please provide details.
______________________________
XXI. I myself did not meet any of the scenarios prescribed in the first six articles within
the immediately preceding twelve months.
√ True □ False
If it is false, please provide details.
______________________________
XXII. Within the immediately preceding twelve months, I myself and any employer
that I am currently working for or previously worked for did not fall within any other
case that may affect the independence of the nominated person.
√ True □ False
If it is false, please provide details.
______________________________
XXIII. I myself am not among those who are banned from access to the securities
market by China Securities Regulatory Commission and whose prohibition has not yet
expired.
√ True □ False
If it is false, please provide details.
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______________________________
XXIV. I myself am not among those who is publicly deemed by the stock exchange
authority as unsuitable to be a board director, supervisor or senior executive of listed
companies and whose time limit related to such a recognition mentioned above has not
yet expired.
√ True □ False
If it is false, please provide details.
______________________________
XXV. I myself have not received any criminal penalty from judicial authorities or
administrative penalty by China Securities Regulatory Commission for crimes related
to securities and futures in the past 36 months.
√ True □ False
If it is false, please provide details.
______________________________
XXVI. I myself have not been publicly condemned by the stock exchange or criticized
more than three times through notifications in the past 36 months.
√ True □ False
If it is false, please provide details.
______________________________
XXVII. I myself have not been recognized by the National Development and Reform
Commission and other ministries and commissions as being restricted from serving as a
director on the board of any listed company because of being a subject to disciplinary
actions due to dishonesty.
√ True □ False
If it is false, please provide details.
______________________________
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XXVIII. In the past twelve months, I myself have never been dismissed or replaced by
a board because of absence from board meetings for three consecutive times during my
previous tenure as an independent director, or because of two consecutive absences
without entrusting other board members to participate on my behalf.
√ True □ False □ Not Applicable
If it is false, please provide details.
______________________________
XXIX. The number of listed companies, including the Company, for which I myself
serve as an independent director does not exceed five.
√ True □ False
If it is false, please provide details.
______________________________
XXX. I myself have served as an independent director in the Company for less than six
consecutive years.
√ True □ False
If it is false, please provide details.
______________________________
XXXI. In accordance with the requirements of the “Measures to Register Independent
Directors of the Shenzhen Stock Exchange”, I myself have already entrusted the Board
of Directors of the Company to publicize my career, education background,
professional qualifications and detailed work experience, including all part-time
employment, etc.
√ True □ False
If it is false, please provide details.
______________________________
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XXXII. During any past tenures as an independent director of a listed company, I
myself never failed to attend the board meeting of the listed company in person for two
consecutive times.
√ True □ False □ Not Applicable
If it is false, please provide details.
______________________________
XXXIII. During the past tenure of myself as an independent director, the number of my
absence from the board meetings of the listed company in twelve consecutive months
did not exceed half of the total number of board meetings.
√ True □ False □ Not Applicable
If it is false, please provide details.
______________________________
XXXIV. During my past tenure as an independent director, I myself did not fall within
any of the cases in which the independent director’s opinions were not expressed in
accordance with laws and regulations or the independent opinions expressed were
clearly inconsistent with the facts..
√ True □ False □ Not Applicable
If it is false, please provide details.
______________________________
XXXV. I myself have not been punished by relevant authorities other than China
Securities Regulatory Commission over the last 36 months.
√ True □ False
If it is false, please provide details.
______________________________
XXXVI. I myself do not simultaneously serve as a director, supervisor or senior
manager in more than five companies.
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√ True □ False
If it is false, please provide details.
______________________________
XXXVII. In my past tenures, I myself have never been removed from the position of
independent directors before the expiration of the term.
√ True □ False □ Not Applicable
If it is false, please provide details.
______________________________
XXXVIII. I myself do not fall within other circumstances affecting the integrity and
diligence obligation of acting as an independent director.
√ True □ False
If it is false, please provide details.
______________________________
I myself, as the candidate, hereby solemnly declare that I have a comprehensive
understanding about the duties of independent directors and guarantee that the above
statement is true, accurate and complete, and that there are no false records, misleading
statements or major omissions. I shall bear the legal liabilities arising therefrom and
accept the self-regulatory measures or disciplinary punishment of the Shenzhen Stock
Exchange.
During my tenure as an independent director of the Company, I will strictly abide by
relevant regulations of both China Securities Regulatory Commission and Shenzhen
Stock Exchange to invest sufficient time and efforts to fulfill duties diligently and
conscientiously and ensure independent judgments without being influenced by
shareholders, actual controllers or other entities or individuals that may have conflicts
of interests against the Company.
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If I failed meeting the requirements to be the independent director during my term, I
myself will report to the Board of Directors in a timely manner and resign as soon as
possible.
I hereby authorize the secretary of the Company’s Board of Directors to input and
submit the full contents of this statement as well as all the other personal information of
mine to the Shenzhen Stock Exchange or announce it to the public via the Shenzhen
Stock Exchange online system. Such act by the secretary shall be regarded as same as
that by myself, who, therefore, shall bear all the corresponding legal responsibilities.
Candidate: Xi Zhen
April 29, 2021
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