安道麦B:独立董事对第九届董事会第七次会议相关事项的独立意见(英文版)2022-01-04
ADAMA Ltd.
Independent Opinions on the Relevant Issues of the
7th 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 7th Meeting of the 9th Session of the Board of Directors from the
standpoint of independent judgment:
We are of the opinion that:
(1) The signing of Entrusted Operation and Management Agreement regarding Anhui
Petroleum & Chemical Group Co., Ltd between the Company and China National
Agrochemical Co., Ltd. (hereinafter as “CNAC”) constitutes a related-party
transaction.
(2) The deliberation procedures at the Board of Directors on the related-party
transaction meet relevant laws, regulations and the Company’s Articles of
Association. The related directors, Mr. Erik Fyrwald and Mr. Chen Lichtenstein
refrained from voting
(3) The signing of Entrusted Operation and Management Agreement regarding Anhui
Petroleum & Chemical Group Co., Ltd with CNAC is in the interest of resolving
the potential horizontal competition. The transaction arrangements, including the
price, is fair. The transaction will not harm the interests of the Company, the
non-related shareholders, and the medium-small shareholders.
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(The signature page of Independent Opinions on the Relevant Issues of the 7th
Meeting of the 9th Session of the Board of Directors)
Independent Director Signature:
__________________ ___________________
Ge Ming Xi Zhen
December 31st, 2021
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