ADAMA Ltd.
2022 Annual Working Report of Independent Directors
As an independent director of ADAMA Ltd. (hereinafter referred to as “the
Company”), I performed my duties diligently, prudently and independently, followed
the Company's operation and financial conditions in a timely manner, actively
attended 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 Rules for Independent Directors of Listed Companies, the Working
System for Independent Directors and other laws and regulations as well as the
Company’s Articles of Association. I hereby report my 2022 annual work as follows:
I. Imple mentation of the Require ments of the Three-year Action Plan for
Deepening the Reform of central SOEs
As an independent director of the Company, I actively supported the
implementation of the requirements of SASAC in the Three-year Action Plan for
Deepening Reform of central SOEs in the Company and urged the Company to
continuously improve the relevant management system, enhance corporate
governance in accordance with the latest laws, regulations and policy requirements
and keep strengthening technological innovation and intellectual property protection
so as to continuously improve operational effectiveness and efficiency.
II. Attendance at Meetings
In 2022, the Company held ten (10) meetings of the Board of Directors with
twenty-eight (28) proposals considered and two (2) General Meetings of Shareholders
with ten (10) proposals deliberated, all of which were attended by myself through
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video conference 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
Required On-sit Participat Atten
Name of Absence from Attendance at
Attendance e ion by dance Absen
Independe Two Consecutive Shareholders’
at Board Atten Means of by ces
nt Director Meetings Meetings
Meetings dance Video Proxy
Xi Zhen 10 0 10 0 0 No 2
In 2022, the Company held two meetings of the Remuneration and Evaluation
Committee, five of the Audit Committee, and one of the Nomination Committee. As
the chairman of both the Remuneration and Evaluation Committee and the
Nomination Committee as well as a member of the Audit Committee, I participated in
all sessions of the special committees and provided constructive opinions to the Board
of Directors.
For each of the topics of the Board of Directors, I prepared carefully in advance
and actively understood details of each matter by listening to briefings from the
Company's management and third-party consultants and reviewing relevant
information. I have kept a close eye on the regular related-party transactions, external
guarantees, whether the controlling shareholders and related parties have appropriated
the Company's funds, the appointment of senior management, the engagement of
accounting firms, internal control, profit distribution, derivatives investment, risk
control and remuneration of senior management of the company, etc.… At various
meetings, I carefully considered the proposals, actively participated in the discussion,
made reasonable suggestions, effectively fulfilled my duties as an independent
director, better safeguarded the overall interests of the Company and the legitimate
rights and interests of all shareholders, especially the small and medium shareholders,
and played a positive role in the scientific and objective decision-making of the Board
of Directors and the healthy development of the Company.
III. Providing Independent Opinions
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In 2022, I provided independent opinions on the following matters:
Date of Opinion Opinion Matter/s Opinion
1. Anhui Petrochemical Commission Management
January 3rd, 2022 Agreement to be signed with Sinochem Agrochemical Approved
Co.
1.Utilization of the Company’s funds in 2021 by the
controlling shareholders and its related parties;
external guarantees;
2.Engagement of the external auditors for the
financial statements and internal control of 2022;
3.Pre-plan of the dividend distribution for 2021;
4. Expected Related-party Transactions in the
Ordinary Course of Business in 2022;
March 29th, 2022 5.Deposit and usage of the raised funds in 2021; Approved
6.Self-appraisal Report on Internal Control for 2021;
7.Deposit, loans and other financial business in
ChemChina Finance Co., Ltd.;
8. Risk Appraisal Report of ChemChina Finance Co.,
Ltd. and Sinochem Finance Co., Ltd. for 2021;
9. Investment in Derivative Financial Instruments and
Related Risk Controls;
10. Remuneration of Senior Executives.
April 11th, 2022 1. Appointment of CFO Approved
1.Utilization of the Company’s funds by the
controlling shareholders and its related parties and
external guarantees in the first half year of 2022;
August 29th, 2022 2. Investment in Derivative Financial Instruments Approved
and Related Risk Controls;
3. Risk Appraisal Report of Sinochem Finance
Co., Ltd.
December 14th, 2022 1. Credit Facilities of $50m from the Related Party; Approved
IV. Other Work Performed
In my daily work, I maintained regular communication with the President and
Chief Executive Officer, as well as the Secretary to the Board of Directors and other
executives to continuously understand the operation and management of the Company,
pay attention to the impact of the external environment and market changes as well as
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the media reports and comments on the Company, and keep informed of the progress
of various significant matters in a timely manner. Resolutions adopted by the Board of
Directors of the Company have been implemented and executed under the supervision
of the directors. During 2022, I had been actively studying relevant laws, regulations
and rules, participated in meetings and trainings about periodic reports,
anti-corruption and corporate governance organized by CSRC, Hubei Securities
Regulatory Bureau and Shenzhen Stock Exchange, etc., to continuously improve my
capability to perform my duties and provide scientific decision-making for the
Company and risk prevention to provide better advice and suggestions, promote
standardization of the company's operation, and strengthen the protection of the
legitimate rights and interests of the company and investors.
V. Anti-Corruption
I did not violate any anti-corruption laws, regulations and requirements of
state-owned asset management body in 2022.
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The signature page of 2022 Annual Working Report of Independent Directors
Independent Director:
Xi Zhen
March 19th, 2023
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