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
1
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
2
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
3
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
4
