ADAMA Ltd.
2020 Annual Working Report of the Independent Directors
As independent directors of ADAMA Ltd. (hereinafter referred to as “the
Company”), I 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. I
hereby report my 2020 annual work as follows:
I. Attendance at Relevant Meetings
In 2020, the Company held ten (10) meetings of the Board of Directors and five
(5) General Meetings of Shareholders, all of which were attended by me 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
2019
Xi Zhen 10 0 10 0 0 No 5
In 2020, I received an in-depth understanding of the Company’s overall
production and operations and reviewed the related party transactions, usage of the
raised funds, remuneration policy of senior executives, performance compensation,
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share repurchase, nomination of directors, change of the secretary of BOD, media
reports on the Company and other important matters.
At each meeting of the Board of Directors, I carefully deliberated the proposals,
actively participated in discussions and put forward reasonable suggestions. I
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 2020, I provided independent opinions on the following matters:
Date of Opinion Opinion Matter/s Opinion
1. Changes of Senior Executives of the Company；
2. The Remuneration Plan for Non-independent Approved
February 26, 2020
Directors and the Remunerations of the Senior
Executives
Resignation of Chairman Yang Xingqiang and Approved
March 25, 2020
Nominations of the non-independent directors
1.Utilization of the Company’s funds by the
controlling shareholders and its related parties;
external guarantees;
2.Engagement of the external auditors;
3.Pre-plan of the dividend distribution;
4. Expected Related Party Transactions in the
Ordinary Course of Business in 2020;
5. Proposal on the Overall Achievement of the
Committed Performance included in the Major Assets
April 27, 2020 Approved
Restructuring Project and the Planned Compensation
to the Company by the Obligors;
6. Terminating the Use of Raised Funds on Certain
Designated Projects Included in the Project of Share
Issuance for Assets Purchase and Supporting Finance;
7.Deposit and usage of the raised funds in 2019;
8.Self-appraisal Report on Internal Control;
9.Deposit in ChemChina Finance Co., Ltd.
10. Risk Appraisal Report of ChemChina Finance
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Co., Ltd.
11. Investment in Derivative Financial Instruments
and Related Risk Controls;
12. Remuneration of Senior Executives.
1.Utilization of the Company’s funds by the
controlling shareholders and its related parties in the
first half year of 2020;
2. Deposit and usage of the raised funds in the first
half year of 2020;
3. Investment in Derivative Financial Instruments
August 19, 2020 and Related Risk Controls; Approved
4. Renewal of the Financial Service Agreement with
ChemChina Finance Co., Ltd.;
5. Risk Appraisal Report of ChemChina Finance
Co., Ltd.
6. Repurchase Plan for Part of the Company’s
Domestically Listed Foreign Shares (B share)
1. Nomination of an Independent Director of the 8th
Session of the Board of Directors;
2. Use of the Raised Funds for the Acquisition of the
October 28, 2020 Approved
51% Equity Stake in Jiangsu Kelinong Agrochemical
Co., Ltd. as well as that in Shanghai Dibai Plant
Protection Co., Ltd.
November 27, 2020 Change of the Board Secretary Approved
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 me and provided me with regular reports on the progress of major issues, thus
providing a good foundation for the performance of my duties.
Continuous attention was paid to the information disclosure of the Compa ny: I
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, the Guidelines of Shenzhen Stock Exchange for the
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Standard Operation of the Listed Companies and other laws, regulations and
regulatory documents, to ensure the true, correct, complete, timely and fair
information disclosure by the Company.
Continuous attention was paid to the internal control and governance of the
Company: During the reporting period, I have reviewed 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 resolutions of the Board of
Directors by the Company’s Management, etc. Based on those, I have reminded the
Company to 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 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 2019 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 2019, I discussed with the auditing accountants key
issues and put forward suggestions and formed resolutions.
All Meetings of the Shareholders of the Company in 2020 were convened,
proposed, held and voted according to the procedures and with the presence of the
lawyers who issued legal opinions. Therefore, the results of such meetings were legal
and effective. During my term of office in 2020, all decisions of the Board were made
in accordance with relevant procedures and thus are legal and effective.
In 2020, I 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; or to
separately employ an external audit agency or an advisory body to audit or provide
consultation on specific matters of the Company.
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Independent Directors:
______________
Xi Zhen
ADAMA Ltd.
March 31, 2021
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