ADAMA Ltd.
2023 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 on time, earnestly deliberated all proposals of the Board of Directors and
provided impartial, objective and 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 and the
Company’s Articles of Association as well as its Policy for Independent Directors. I
have served as an independent director of the Company since 25 December 2023, and
I hereby report on the performance of my duties during the year 2023 as follows.
I. Basic Information of Independent Director
i. Work Experience, Professional Background and Positions in Other
Organizations
I hold a title of PhD in pesticide science. I’m the recipient of National Outstanding
Youth Science Fund, and also honored as a leading talent in science and technology
innovation of the “Ten Thousand Talents Plan” of the Organization Department of the
Central Commitment of the CPC, the Innovation Team Leader of the Ministry of
Education, the National Model Teacher and one of the National Outstanding Scientific
and Technological Professionals, etc. Starting my career life in July 1997, I have
successively served as lecturer, associate professor and professor in the Institute of
Pesticide Chemistry of Central China Normal University. I also held positions including
dean and professor for the School of Chemistry as well as the assistant to the President
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of the University, etc. I’m currently a professor, doctoral supervisor, deputy director of
the Academic Committee of the University, director of the National Key Laboratory of
Green Pesticide (based at the University), director of International Joint Research
Center for Intelligent Biosensor Technology and Health, and director of the Pesticide
Engineering Research Centre of Hubei Province.
ii. Notice on Status of Independence
During my tenure as an independent director of the Company, I did not hold any
position in the Company other than an independent director, nor did I hold any position
in the Company's major shareholders. I had no relationship with the Company or its
major shareholders that hindered my independent and objective judgment, and there
was no situation that affected the independence of independent directors. I have
complied with the relevant requirements of laws, regulations, normative documents
regarding the independence of independent directors, including the Management
Measures for Independent Directors of Listed Companies, Shenzhen Stock Exchange
Self-regulatory Guidelines for Listed Companies No. 1- Standardized Operation of
Main Board Listed Companies, and the Articles of Association.
II. Annual Duty Performance as Independent Director
i. Participation in the Board Meetings and the General Meeting of Shareholders
During my tenure as an independent director of the company in 2023, the Company
held one (1) meeting of the Board of Directors with three proposals considered and all
the motions were passed. In strict accordance with the provisions and requirements of
the Articles of Association, the Rules of Procedure of the Board of Directors and the
Policy for Independent Directors, I attended all the meetings of the Board of Directors
by transmission of signatures. I carefully considered the motions of the Board of
Directors, exercised my voting rights in a prudent manner and voted in favor of the
motions deliberated at the Board of Directors' meetings of the Company that I attended.
During my tenure as the independent director in 2023, the Company did not hold any
shareholders' meeting.
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Attendance at Board Meetings and Shareholder Meetings
Name of Attendance at
Required Attendance On-site Attendance by
Independent Absence Shareholders’
at Board Meetings Attendance Proxy
Director Meetings
Yang Guangfu 1 1 0 0 0
ii. Participation in the specialized committees of the Board of Directors
During my tenure as the independent director in 2023, the Company held one meeting
of the Audit Committee and no meeting of the Nomination Committee or the
Remuneration and Evaluation Committee. As a member of the Audit Committee, I
participated in the one meeting of the special committee and played a supervisory role
by giving constructive opinions on the relevant matters considered by the Board of
Directors.
For each of the topics of the Board of Directors and special committees, I have carefully
understood the contents of the subject matter by reading documents and materials and
reviewing relevant information. I have issued one explicit pre-approval opinion in
respect of the Company's related-party transactions. I have played a positive role in the
scientific and objective decision-making by the Board of Directors and actively
contributed to the sound development of the Company.
III. Priorities of Duty Performance and Execution of Special Power of
Independent Directors
During my term of office in the year of 2023, I have given full attention to material
matters of the Company, including the related-party transactions that should be
disclosed and made independent and clear judgements in a fair and objective manner,
specifically as follows:
During my tenure as the independent director in 2023, The Company's Board of
Directors considered and approved the “Proposal on Signing of Supplemental
Agreement to the Entrusted Operation and Management Agreement on Anhui Petro &
Chemical” at the 29th meeting of the 9th session of the Board of Directors held on 29
December 2023. I focused on the commercial substance, fairness and equity of the
relevant transactions, their impact on the independence of the listed company and
whether they were detrimental to the interests of the Company and minority
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shareholders during the deliberations of the issues, and independently and objectively
gave pre-approval to safeguard the legitimate rights and interests of the Company and
all the shareholders, in particular, the minority shareholders.
During 2023, I didn’t exercise special power of independent directors, including
independently engaging intermediary agencies, proposing to convene an extraordinary
general meeting of shareholders to the Board of Directors, proposing to convene a
meeting of the Board of Directors, and publicly soliciting shareholder rights from
shareholders.
IV. Summary and Advices
In 2023, with a spirit of loyalty and diligence, and a responsible attitude towards
shareholders, especially small and medium-sized shareholders, I fulfilled the
obligations of an independent director in accordance with various laws and regulations,
played the role of an independent director, and effectively safeguarded the legal rights
and interests of all shareholders, especially small and medium-sized shareholders.
With the implementation of the Administrative Measures for Independent Directors of
Listed Companies, the regulatory bodies have put forward new requirements for
independent directors to perform their duties and strengthen their own capacity building.
In strict accordance with the new requirements of both CSRC and the Stock Exchange
for independent directors, I will faithfully and diligently perform my duties by
strengthening training on laws and regulations and competence related to the
performance of duties by independent directors, taking the initiative to participate in
the Company's decision-making, actively playing a supervisory role, protecting the
interests of the Company and safeguarding the legitimate rights and interests of all the
shareholders, especially the minority ones.
Independent Director
Yang Guangfu
March 25, 2024
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