安道麦B:独立董事对第九届董事会第十四次会议相关事项的独立意见(英文版)2022-08-30
ADAMA Ltd.
Independent Opinions of the Independent Directors
on the Relevant Issues of the 14th Meeting of the 9th
Session of the Board of Directors
In accordance with the Company Law of the People’s Republic of China, Rules for
Independent Directors of Listed Companies, and other laws, regulations and normative
documents, as well as the Articles of Association of the Company and Independent
Director Policy, we, as the independent directors of ADAMA Ltd. (hereinafter referred
to as “Company”), give our independent opinions on the relevant proposals of the 14th
Meeting of the 9th Session of the Board of Directors from the standpoint of independent
judgment:
1. Independent Opinions on the Utilization of the Company’s Capital for Non-
Operating Purposes by the Controlling Shareholder and the Related Parties of
the Company; and External Guarantees Provided by the Company
(1) Utilization of the Company’s Capital for Non-Operating Purposes by the
Controlling Shareholder and the Related Parties of the Company
In the first half of 2022, the Controlling shareholder and related parties of the
Company did not utilize the Company’s capital for non-operating purposes.
Capital amounts transferred between the Company and its controlling shareholder
and related parties in the first half of 2022 were solely related to normal business
operations and conducted at fair prices. The transactions followed the required legal
procedures and did not harm the interests of the Company and its shareholders.
(2) External guarantees
The Company strictly controlled the guarantees provided to others according to the
relevant laws and regulations as well as the Articles of Association of the Company.
As of June 30, 2022, no guarantees were provided by the Company and/or its
1
subsidiaries in favor of entities not consolidated in the Company’s financial
statements. The balance of external guarantees was RMB 5,922.719 million,
accounting for 26.28% of the latest audited net assets of the Company.
We are of the opinion that, in the first half of 2022, all of the Company’s external
guarantees were legally provided and properly disclosed. The external guarantees
provided by the Company did not harm the interests of the Company or its
shareholders, including the minority shareholders.
2. Independent Opinion on the Investment in Derivative Financial Instrume nts
and Related Risk Controls
The derivative investments carried by the Company are for hedging and avoiding
the risk of market fluctuations. The investments are related to the Company’s
regular business needs and are in accordance with the relevant laws and regulations.
Additionally, the Company has adopted a Currency Risk Hedging Policy to
strengthen its risk management and control, which allow the Company to reduce
market risk. The derivative investments do not harm the interest of the Company or
its shareholders.
3. Independent Opinion on the Risk Appraisal Report of Sinochem Finance Co.,
Ltd.
For securing the safety of the funds of the Company deposited in the finance
company, the Company evaluated the business, qualifications, and the status of the
risk 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. 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 did 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.
2
(The signature page of Independent Opinion on the Relevant Issues of the 14th Meeting
of the 9th Session of the Board of Directors)
Independent Director Signature:
__________________ ___________________
Ge Ming Xi Zhen
August 29th, 2022
3