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公司公告

安道麦B:独立董事对第九届董事会第十四次会议相关事项的独立意见(英文版)2022-08-30  

                                                        ADAMA Ltd.

  Independent Opinions of the Independent Directors
  on the Relevant Issues of the 14th Meeting of the 9th
                 Session of the Board of Directors

In accordance with the Company Law of the People’s Republic of China, Rules for
Independent Directors of Listed Companies, and other laws, regulations and normative
documents, as well as the Articles of Association of the Company and Independent
Director Policy, we, as the independent directors of ADAMA Ltd. (hereinafter referred
to as “Company”), give our independent opinions on the relevant proposals of the 14th
Meeting of the 9th Session of the Board of Directors from the standpoint of independent
judgment:

1. Independent Opinions on the Utilization of the Company’s Capital for Non-
   Operating Purposes by the Controlling Shareholder and the Related Parties of
   the Company; and External Guarantees Provided by the Company

   (1) Utilization of the Company’s Capital for Non-Operating Purposes by the
   Controlling Shareholder and the Related Parties of the Company

   In the first half of 2022, the Controlling shareholder and related parties of the
   Company did not utilize the Company’s capital for non-operating purposes.

   Capital amounts transferred between the Company and its controlling shareholder
   and related parties in the first half of 2022 were solely related to normal business
   operations and conducted at fair prices. The transactions followed the required legal
   procedures and did not harm the interests of the Company and its shareholders.

   (2)   External guarantees

   The Company strictly controlled the guarantees provided to others according to the
   relevant laws and regulations as well as the Articles of Association of the Company.
   As of June 30, 2022, no guarantees were provided by the Company and/or its

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   subsidiaries in favor of entities not consolidated in the Company’s financial
   statements. The balance of external guarantees was RMB 5,922.719 million,
   accounting for 26.28% of the latest audited net assets of the Company.

   We are of the opinion that, in the first half of 2022, all of the Company’s external
   guarantees were legally provided and properly disclosed. The external guarantees
   provided by the Company did not harm the interests of the Company or its
   shareholders, including the minority shareholders.

2. Independent Opinion on the Investment in Derivative Financial Instrume nts

   and Related Risk Controls

   The derivative investments carried by the Company are for hedging and avoiding
   the risk of market fluctuations. The investments are related to the Company’s
   regular business needs and are in accordance with the relevant laws and regulations.
   Additionally, the Company has adopted a Currency Risk Hedging Policy to
   strengthen its risk management and control, which allow the Company to reduce
   market risk. The derivative investments do not harm the interest of the Company or
   its shareholders.

3. Independent Opinion on the Risk Appraisal Report of Sinochem Finance Co.,

   Ltd.


   For securing the safety of the funds of the Company deposited in the finance
   company, the Company evaluated the business, qualifications, and the status of the
   risk of Sinochem Finance Co., Ltd., and issued a Risk Appraisal Report. We are of
   the opinion that:

   (1) Sinochem Finance Co., Ltd. holds a valid Financial Institution License and a
       Business License. China Banking and Insurance Regulatory Commission
      strictly supervises the business scope, business procedures and internal risk
      control system of Sinochem Finance Co., Ltd.

   (2) We did not find that Sinochem Finance Co., Ltd. has any significant defect in
      its risk management. Currently, the risk of the Company’s related-party deposit
      in Sinochem Finance Co., Ltd. is controllable.


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(The signature page of Independent Opinion on the Relevant Issues of the 14th Meeting
of the 9th Session of the Board of Directors)




Independent Director Signature:




__________________                                 ___________________

    Ge Ming                                              Xi Zhen




                                                                   August 29th, 2022




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