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公司公告

安道麦B:独立董事对第九届董事会第六次会议相关事项的独立意见(英文版)2021-12-24  

                                                         ADAMA Ltd.

  Independent Opinions on the Relevant Issues of the
6th Meeting of the 9th 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 6th Meeting of the 9th Session of the Board of Directors from the
standpoint of independent judgment:

1. Independent Opinion on the Signing of a Financial Service Agreement with

    Sinochem Finance Co., Ltd.

We are of the opinion that:

( 1 ) Sinochem Finance Co., Ltd. (the “Finance Company”) is a normative
non-banking financial institution approved by the China Banking and Insurance
Regulatory Commission. The rendering of financial services by the Finance Company
to the Company and its subsidiaries according to the Financial Service Agreement is
within its business scope and complies with related laws and regulations;

(2)The Financial Service Agreement to be signed follows the principle of equality
and voluntariness, and is based on the principles of fairness and transparency. It does
not harm the interests of the Company or its minority shareholders; the Transaction is
conducive to increasing the Company’s return on capital and improving its financing
capabilities;

( 3 ) The Finance Company’s risk appraisal report fully reflects the Finance
Company’s operating qualifications, business and risk status. As a non-banking
financial institution, its business scope, business content and procedures, internal risk
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control system and other measures are all subject to strict supervision by China
Banking and Insurance Regulatory Commission. Under the above-mentioned risk
control conditions, the independent directors approve that the Finance Company will
provide relevant financial services to the Company and its subsidiaries;

(4) The Contingency Plan for Deposits at Sinochem Finance Co., Ltd. formulated
by the Company can effectively and timely prevent, control and resolve the
Company’s financial risks and secure its funds;

(5)The decision-making procedures for the related party transaction conform to the
Company Law of the People’s Republic of China, the Securities Law of the People’s
Republic of China as well as the Articles of Association of the Company and other
laws and regulations.

Therefore, we agree to submit the proposal to the Company’s shareholders for
approval.

2. Independent Opinion on the Risk Appraisal Report of Sinoche m Finance Co.,

   Ltd.

For the purpose of securing the funds of the Company deposited with Sinochem
Finance Co., Ltd., the Company evaluated the business, qualifications, and the risk
status 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. The 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 do 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.

3. Independent Opinion on the Contingency Plan for Deposits at Sinoche m

   Finance Co., Ltd.

For the purpose of securing the funds of the Company deposited with Sinochem
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Finance Co., Ltd., the Company has formulated the Contingency Plan for Deposits at
Sinochem Finance Co., Ltd. (the “Plan”). The Plan will help to ensure the Company's
capital security, and to prevent, timely control and resolve capital risks. We approve
the Plan.




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 (The signature page of Independent Opinions on the Relevant Issues of the 6th

Meeting of the 9th Session of the Board of Directors)



Independent Director Signature:




__________________                                  ___________________

      Ge Ming                                             Xi Zhen




                                                              December 22, 2021




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