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公司公告

安道麦B:独立董事提名人声明(葛明)(英文版)2021-04-29  

                        Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-15




                                         ADAMA Ltd.
          Statement by the Nominator of the Independent
               Director Candidate of the Company
     The Board of Directors of ADAMA Ltd. ( hereinafter referred to as “the Company”),
     the nominator, issues this public statement regarding the nomination of Mr. Ge Ming as
     an independent director candidate for the 9th session of the Board of Directors of the
     Company. Mr. Ge Ming, the nominee, has accepted the nomination in writing.

     Based upon comprehensive consideration of the nominee’s career, education
     background, professional qualifications, detailed work and part-time employment
     experience, etc., the nominator has made the submission and hereby confirms that the
     nominee complies with the relevant laws, administrative regulations, departmental
     rules and regulatory guidelines as well as various requirements of the Shenzhen Stock
     Exchange on the qualifications and independence of an independent director candidate,
     with the detailed statement as follows.

     I. 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 him as a
     director of the Company.

     √ True □ False

     If it is false, please provide details.

     ______________________________

     II. The nominee has all the qualifications and meets 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.


                                                1
______________________________

III. The nominee meets all the criteria for independent directors specified in the Articles
of Association of the Company.

√ True □ False

If it is false, please provide details.

______________________________

IV. The nominee has 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 the nominee 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 the nominee 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.

______________________________


                                             2
VII. 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 CPC
Central Committee.

√ True □ False

If it is false, please provide details.

______________________________

VIII. The appointment of the nominee 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 the nominee 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 nominee’s appointment 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.

______________________________

                                          3
XI. The appointment of the nominee 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 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 the nominee 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 nominee 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. The nominee possesses basic knowledge related to the operation of listed
companies and is aware of the relevant laws, administrative regulations, standard
guidelines and rules of the Shenzhen Stock Exchange. He or she has the necessary work
experience to perform duties as independent director for more than five years.


                                            4
√ True □ False

If it is false, please provide details.

______________________________

XV. None of the nominee, his or her 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. The nominee and anyone of his direct relatives do not directly or indirectly hold
more than 1% of the issued shares of the Company. None of them sits as the natural
person shareholder among the top 10 shareholders of the Company.

√ True □ False

If it is false, please provide details.

______________________________

XVII. The nominee and anyone of his or her 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 them takes any position in any of the top 5 shareholders of the
Company.

√ True □ False

If it is false, please provide details.

______________________________

XVIII. The nominee and anyone of his or her direct relatives are not employees of the
controlling shareholder, the actual controller or any of their affiliates.

√ True □ False


                                          5
If it is false, please provide details.

______________________________

XIX. The nominee does not offer financial, legal, consulting and other services to the
Company, its controlling shareholders, actual controllers or their respective affiliates.

√ True □ False

If it is false, please provide details.

______________________________

XX. The nominee is not employed by any other company that has significant business
transactions with the Company, its controlling shareholder, the actual controller or their
respective affiliates. He or she does 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. The nominee 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, the nominee and any
employer that he or she is 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.

______________________________

                                            6
XXIII. The nominee is 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.

______________________________

XXIV. The nominee is 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. The nominee has 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. The nominee has 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. The nominee has not been recognized by the National Development and
Reform Commission and other ministries and commissions as being restricted from
                                           7
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.

______________________________

XXVIII. In the past twelve months, the nominee has never been dismissed or replaced
by a board because of absence from board meetings for three consecutive times during
his previous tenure as an independent director, or because of two consecutive absences
without entrusting other board members to participate on his behalf.

√ True □ False □ Not Applicable

If it is false, please provide details.

______________________________

XXIX. The number of listed companies, including the Company, for which the
nominee serves as an independent director does not exceed five.

√ True □ False

If it is false, please provide details.

______________________________

XXX. The nominee has 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”, the nominee has already entrusted the
Board of Directors of the Company to publicize his or her career, education background,


                                          8
professional qualifications and detailed work experience, including all part-time
employment, etc.

√ True □ False

If it is false, please provide details.

______________________________

XXXII. During any past tenures as an independent director of a listed company, the
nominee 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 his past tenure of the nominee as an independent director, the number
of his or her 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 his past tenure as an independent director, the nominee 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. The nominee has not been punished by relevant authorities other than China
Securities Regulatory Commission over the last 36 months.
                                           9
√ True □ False

If it is false, please provide details.

______________________________

XXXVI. The nominee does not simultaneously serve as a director, supervisor or senior
manager in more than five companies.

□True √False

If it is false, please provide details.

The nominee currently serves as an independent director in three listed companies
(China Pingan Group, Focus Media and AsiaInfo), as an external supervisor in two
listed companies (Bank of Shanghai and Bank of Suzhou), as a supervisor at Tencent
Foundation, and as the executive director and general manager of Beijing Huaming
Fulong Accounting Consulting Co., Ltd.

The nominator believes that Mr. Ge Ming has the work experience and professional
capabilities necessary to perform the duties of independent director. In addition, Mr. Ge
Ming has been an independent director since November 16, 2020 and devoted
sufficient time and capacity to participate in the Company’s required internal meetings
and other duties. Mr. Ge Ming does not fall within any of the cases stipulated in the
Company Law of China, Guidance on Establishing the Independent Director System in
Listed Companies, Guidelines for Information Disclosure of Listed Companies of
Shenzhen Stock Exchange No.8-Filing of Independent Directors and relevant laws,
regulations and rules that could disqualify him as an independent director of the
Company. The nomination of Mr. Ge Ming as an independent director candidate for the
9th Session of the Board of Directors will not adversely affect the regular operations
and corporate governance of the Company.

XXXVII. In his past tenures, the nominee has 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.

______________________________


                                           10
XXXVIII. The nominee does not fall within other circumstances affecting him to
perform duties of fidelity and due diligence to the Company as an independent director.

√ True □ False

If it is false, please provide details.

______________________________




The nominator hereby solemnly declares that the above statement is true, accurate and
complete, and that there are no false records, misleading statements or major omissions.
The nominator shall bear the legal liabilities arising therefrom and accept the
self-regulatory measures or disciplinary punishment of the Shenzhen Stock Exchange.

The nominator authorizes the secretary of the Company’s Board of Directors to input
and submit the full contents of this statement 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 of the nominator, who, therefore, shall
bear all the corresponding legal responsibilities.

                                     Nominator: The Board of Directors of ADAMA Ltd.

                                                                         April 29, 2021




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