Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-54
ADAMA Ltd.
Statement and Commitment by the Nominator of the
Independent Director Candidate of the Company
The Board of Directors of ADAMA Ltd. (hereinafter referred to as “the Company”),
the nominator, issues this public statement regarding the nomination of Mr. Huang
Jingsheng as an independent director candidate for the 10th session of the Board of
Directors of the Company. Mr. Huang Jingsheng, the nominee, has accepted the
nomination in writing.
This nomination is made after fully understanding the nominee’s occupation, academic
qualifications, title, detailed working experience, all part-time jobs, and whether there
is any major breach of trust and other adverse records, etc.
The nominator here confirms that the nominee complies with the relevant laws,
administrative regulations, departmental rules, standard documents and the rules of the
Shenzhen Stock Exchange on the qualifications and independence of candidates for the
post of independent director with the detailed statement and commitment as follows.
I. The nominee has passed the qualification examination by the Nomination Committee
of the 10th Session of the Board of Directors of the Company, and the nominator does
not have any interest or other close relationship with the nominee that may affect the
independent performance of duties.
√ True □ False
If it is false, please provide details.
______________________________
II. The nominee does not fall within any of the cases stipulated in Article 178 of the
“Company Law of the People's Republic of China” that could disqualify a person as a
director of the Company.
√ True □ False
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If it is false, please provide details.
______________________________
III. The nominee has all the qualifications and meets the requirements stipulated in
Measures for the Administration of Independent Directors of Listed Companies issued
by the China Securities Regulatory Commission and the business rules of the Shenzhen
Stock Exchange.
√ True □ False
If it is false, please provide details.
______________________________
IV. The nominee meets all the criteria for independent directors specified in the Articles
of Association of the Company.
√ True □ False
If it is false, please provide details.
______________________________
V. The nominee has attended training and obtained relevant certificates recognized by
the Stock Exchange (if any).
□ True √ False
If it is false, please provide details.
The candidate undertakes to attend training related to independent directors of listed
companies in accordance with the requirements of the Stock Exchange and to obtain
documentary evidence of the training if being appointed.
VI. The appointment of the nominee as an independent director does not violate
relevant provisions of the Civil Servant Law of the People’s Republic of China.
√ True □ False
If it is false, please provide details.
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______________________________
VII. The appointment of the nominee as an independent director does not violate the
“Notice on Regulating Cadres Managed by the Organization Department of the CPC
Central Committee to Take up Positions in Listed Companies and Funds as
Independent Directors or Supervisors after Resigning or Retiring from Public Office”
of the Central Commission of Discipline Inspection of CPC.
√ True □ False
If it is false, please provide details.
______________________________
VIII. The appointment of the nominee as an independent director does not violate the
“Opinions on Further Regulating Party and Government Leading Cadres to Hold Part-
time or any Positions in Enterprises” of the Organization Department of the CPC
Central Committee.
√ True □ False
If it is false, please provide details.
______________________________
IX. The appointment of the nominee as an independent director does not violate
relevant regulations in the “Opinions on Strengthening Anti-corruption Campaigns in
Colleges and Universities” of the Central Commission of Discipline Inspection of CPC,
the Education Ministry and the Ministry of Supervision.
√ True □ False
If it is false, please provide details.
______________________________
X. The appointment of the nominee as an independent director does not violate the
“Guidelines for the System of Independent Directors and External Supervisors of
Shareholding Commercial Banks” of the People’s Bank of China.
√ True □ False
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If it is false, please provide details.
______________________________
XI. The nominee’s appointment as an independent director does not violate the
“Supervision and Management Measures for Directors, Supervisors, Senior
Management and All Related Practitioners of Securities and Fund Companies” of
China Securities Regulatory Commission.
√ True □ False
If it is false, please provide details.
______________________________
XII. The appointment of the nominee as an independent director does not violate
relevant provisions in the “Administrative Measures for the Qualifications of Board
Directors (Council Directors) and Senior Managers of Financial Institutions” .
√ True □ False
If it is false, please provide details.
______________________________
XIII. The appointment of the nominee as an independent director does not violate
relevant provisions in the “Administrative Measures for the Qualifications of Directors,
Supervisors and Senior Managers of Insurance Companies” and the “Administrative
Measures for Independent Directors of Insurance Companies”.
√ True □ False
If it is false, please provide details.
______________________________
XIV. The nominee as independent director does not violate relevant provisions on the
qualifications of independent directors stipulated in other laws, administrative
regulations, department rules and standard guidelines as well as the business rules of
Shenzhen Stock Exchange.
√ True □ False
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If it is false, please provide details.
______________________________
XV. The nominee possesses basic knowledge related to the operation of listed
companies and proficiency in relevant laws, administrative regulations, departmental
rules, standard guidelines and rules of the Shenzhen Stock Exchange. He has more than
five years of professional engagement in law, economics, management, accounting,
finance or other work experience necessary for the performance of duties as an
independent director.
√ True □ False
If it is false, please provide details.
______________________________
XVI. If nominated as an accounting professional, the nominee should at least be a
certified public accountant, or have a senior title in accounting, auditing or financial
management, hold a tenure of an associate professor or above and a doctorate, or a
senior title in economic management and more than five years of full-time work
experience in a professional position in accounting, auditing or financial management.
□ True □ False √Not Applicable
If it is false, please provide details.
______________________________
XVII. None of the nominee, his direct relatives and main social relations are employees
of the Company or any of its holding, subsidiaries and associated companies.
√ True □ False
If it is false, please provide details.
______________________________
XVIII. The nominee and anyone of his direct relatives do not directly or indirectly hold
more than 1% of the issued shares of the Company. None of them sits as the natural
person shareholder among the top 10 shareholders of the Company.
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√ True □ False
If it is false, please provide details.
______________________________
XIX. The nominee and anyone of his direct relatives are not directly or indirectly
employed by any shareholder that holds more than 5% of the issued shares of the
Company. None of them takes any position in any of the top 5 shareholders of the
Company.
√ True □ False
If it is false, please provide details.
______________________________
XX. The nominee and anyone of his direct relatives are not employees of the controlling
shareholder, the actual controller or any of their affiliates.
√ True □ False
If it is false, please provide details.
______________________________
XXI. The nominee is not a provider of financial, legal, consultancy or sponsorship
services to the company, its controlling shareholders, actual controllers or their
respective subsidiaries, including, which is not limited to, any staff of the project team
of any agencies and institutions offering the services, auditors or inspectors at all levels,
persons signing on the report, partners, directors, senior management and key persons
in charge.
√ True □ False
If it is false, please provide details.
______________________________
XXII. The nominee has no material business dealings with the listed company, its
controlling shareholder, actual controller or their respective subsidiaries, and he does
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not hold any positions in entities, their controlling shareholders or actual controllers
with which the company has material business dealings.
√ True □ False
If it is false, please provide details.
______________________________
XXIII. The nominee did not meet any of the scenarios prescribed in the above article
XVII to XXII within the immediately preceding twelve months.
√ True □ False
If it is false, please provide details.
______________________________
XXIV. The nominee is not among those who has been prohibited by the China
Securities Regulatory Commission from serving as a director, supervisor or senior
management personnel of a listed company in the securities market for unexpired
period.
√ True □ False
If it is false, please provide details.
______________________________
XXV. The nominee is not among those who has been publicly recognized by the Stock
Exchange as being unsuitable to act as a director, supervisor and senior management of
a listed company for unexpired time limit.
√ True □ False
If it is false, please provide details.
______________________________
XXVI. The nominee has not received any criminal penalty from judicial authorities or
administrative penalty by China Securities Regulatory Commission for crimes related
to securities and futures in the past 36 months.
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√ True □ False
If it is false, please provide details.
______________________________
XXVII. The nominee is not among those who is suspected of securities and futures
offences and under investigation by the China Securities Regulatory Commission or
the judicial authorities with no clear conclusion reached yet.
√ True □ False
If it is false, please provide details.
______________________________
XXVIII. The nominee has not been publicly reprimanded or criticized more than three
times by the Stock Exchange in the last thirty-six months.
√ True □ False
If it is false, please provide details.
______________________________
XXIX. The nominee does not have an adverse record such as a major breach of trust.
√ True □ False
If it is false, please provide details.
______________________________
XXX．In the past twelve months, the nominee has never been dismissed or replaced
by a board of directors because of absence from board meetings for two consecutive
times during his previous tenure as an independent director, or because of two
consecutive absences without entrusting other board members to participate on his
behalf.
√ True □ False □ Not Applicable
If it is false, please provide details.
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______________________________
XXXI. The number of domestic listed companies, including the Company, for which
the nominee serves as an independent director does not exceed three.
√ True □ False
If it is false, please provide details.
______________________________
XXXII. The nominee has served as an independent director in the Company for less
than six consecutive years.
√ True □ False
If it is false, please provide details.
______________________________
The nominator hereby solemnly declares as follows.
I. The nominator guarantees that the above statement is true, accurate and
complete, and that there are no false records, misleading statements or major
omissions. The nominator shall bear the legal liabilities arising therefrom and
accept the self-regulatory measures or disciplinary punishment of the Shenzhen
Stock Exchange.
II. The nominator authorizes the corporate secretary of the Company’s Board of
Directors to input and submit the full contents of this statement to the Shenzhen
Stock Exchange or announce it to the public via the dedicated online system.
Such act by the corporate secretary shall be regarded as same as that of the
nominator, who, therefore, shall bear all the corresponding legal responsibilities.
III. If the nominee fails meeting the requirements to be the independent director
during his term, the nominator will report to the Board of Directors in a timely
manner and urge the nominee to resign as soon as possible.
Nominator: The Board of Directors of ADAMA Ltd.
November 7, 2024
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