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公司公告

安道麦B:独立董事对第八届董事会第三十三次会议相关事项的独立意见(英文版)2021-04-29  

                                                        ADAMA Ltd.

  Independent Opinions on the Relevant Issues of the
      33rd Meeting of the 8th Session of the Board of
                                    Directors

In accordance with the Company Law of the People’s Republic of China, Guidance on
Establishing the Independent Director System in Listed Companies, and other laws,
regulations and normative documents, as well as the Articles of Association and
Independent Director System, we, as the independent directors of ADAMA Ltd.
(hereinafter referred to as “Company”), give our independent opinions on the relevant
proposals of the 33rd Meeting of the 8th Session of the Board of Directors from the
standpoint of independent judgment:

1. Independent Opinion on the Nomination of the Non-independent Directors
   and the Independent Directors to Compose the 9th Session of the BOD

    (1)The nomination and voting procedure for the non-independent director
    candidates and the independent director candidates of the 9th Session of the Board
    of the Directors are lawful and valid.

    The candidates have all the qualifications and meet the requirements for directors
    and independent directors of the listed company, and do not constitute any of the
    cases stipulated in the Company Law of the People’s Republic 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 other laws, regulations and
    normative documents, as well as the Articles of Association that could disqualify
    the person as a board director or an independent director of the company. None of
    the candidates have been subject to punishment imposed by the China Securities

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Regulatory Commission or the SZSE, nor are they among those who are banned
from access to the securities market by China Securities Regulatory Commission
and whose prohibition have not yet expired.

(2)We acknowledge that Mr. Ge Ming 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.

We believe that the listed companies in which Mr. Ge Ming holds a position have
established an effective mechanism to ensure that the independent directors and
the supervisors can perform their duties efficiently. Furthermore, the positions he
holds in the non-listed entities are not as demanding, and the time required for
fulfilling them is more flexible. In addition, Mr. Ge Ming has retired from Ernst
& Young Hua Ming Certified Public Accountants (special general partnership).
He 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 is familiar with the performance requirements
of independent directors of domestic listed companies, has deep financial and
accounting expertise, and has the work experience and professional capabilities
necessary to perform the duties of independent director, which will help enhance
the corporate governance of the Company.

We are of the opinion that Mr. Ge Ming meets the requirements for serving as a
director and independent director of a listed company. 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 from acting as an independent director of the Company. The

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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.

(3)We approve the nomination of Mr. Erik Fyrwald, Mr. Chen Lichtenstein, and
Mr. An Liru as candidates to continue serving as    non-independent directors as
well as the nomination of Mr. Ge Ming and Mr. Xi Zhen as candidates to
continue serving as the independent directors of the 9th Session of the Board of
Directors. The nomination of the independent director candidates shall be
submitted to the Company’s shareholders meeting for deliberation and approval
following its review by the Shenzhen Stock Exchange. When the shareholders’
meeting votes upon the election of directors, the cumulative voting system shall
be used.




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 (The signature page of Independent Opinions on the Relevant Issues of the 33rd
Meeting of the 8th Session of the Board of Directors)



Independent Director Signature:




__________________                                  ___________________

Ge Ming                                             Xi Zhen




                                                                  April 28, 2021




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