ADAMA Ltd.2022 Annual Working Report of Independent Directors
As an independent director of ADAMA Ltd. (hereinafter referred to as “theCompany”), I performed my duties diligently, prudently and independently, followedthe Company's operation and financial conditions in a timely manner, activelyattended relevant meetings, earnestly deliberated all proposals of the Board ofDirectors and provided independent opinions on related issues, thus safeguarding theinterests of the Company and all of its shareholders and fulfilling our duties in theCompany, all strictly in accordance with the Company Law of the People’s Republicof China, the Rules for Independent Directors of Listed Companies, the WorkingSystem for Independent Directors and other laws and regulations as well as theCompany’s Articles of Association. I hereby report my 2022 annual work as follows:
I. Implementation of the Requirements of the Three-year Action Plan forDeepening the Reform of central SOEs
As an independent director of the Company, I actively supported theimplementation of the requirements of SASAC in the Three-year Action Plan forDeepening Reform of central SOEs in the Company and urged the Company tocontinuously improve the relevant management system, enhance corporategovernance in accordance with the latest laws, regulations and policy requirementsand keep strengthening technological innovation and intellectual property protectionso 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 withtwenty-eight (28) proposals considered and two (2) General Meetings of Shareholderswith ten (10) proposals deliberated, all of which were attended by myself through
video conference without any objection to the proposals and other related mattersdeliberated by the Board of Directors. The attendance details are as follows:
| Attendance at Board Meetings | |||||||
| Name of Independent Director | Required Attendance at Board Meetings | On-site Attendance | Participation by Means of Video | Attendance by Proxy | Absences | Absence from Two Consecutive Meetings | Attendance at Shareholders’ Meetings |
| Xi Zhen | 10 | 0 | 10 | 0 | 0 | No | 2 |
In 2022, the Company held two meetings of the Remuneration and EvaluationCommittee, five of the Audit Committee, and one of the Nomination Committee. Asthe chairman of both the Remuneration and Evaluation Committee and theNomination Committee as well as a member of the Audit Committee, I participated inall sessions of the special committees and provided constructive opinions to the Boardof Directors.For each of the topics of the Board of Directors, I prepared carefully in advanceand actively understood details of each matter by listening to briefings from theCompany's management and third-party consultants and reviewing relevantinformation. I have kept a close eye on the regular related-party transactions, externalguarantees, whether the controlling shareholders and related parties have appropriatedthe Company's funds, the appointment of senior management, the engagement ofaccounting firms, internal control, profit distribution, derivatives investment, riskcontrol and remuneration of senior management of the company, etc.… At variousmeetings, I carefully considered the proposals, actively participated in the discussion,made reasonable suggestions, effectively fulfilled my duties as an independentdirector, better safeguarded the overall interests of the Company and the legitimaterights 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 Boardof Directors and the healthy development of the Company.
III. Providing Independent Opinions
In 2022, I provided independent opinions on the following matters:
| Date of Opinion | Opinion Matter/s | Opinion |
| January 3rd, 2022 | 1. Anhui Petrochemical Commission Management Agreement to be signed with Sinochem Agrochemical Co. | Approved |
| March 29th, 2022 | 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; 5.Deposit and usage of the raised funds in 2021; 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. | Approved |
| April 11th, 2022 | 1. Appointment of CFO | Approved |
| August 29th, 2022 | 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; 2. Investment in Derivative Financial Instruments and Related Risk Controls; 3. Risk Appraisal Report of Sinochem Finance Co., Ltd. | Approved |
| December 14th, 2022 | 1. Credit Facilities of $50m from the Related Party; | Approved |
IV. Other Work PerformedIn my daily work, I maintained regular communication with the President andChief Executive Officer, as well as the Secretary to the Board of Directors and otherexecutives 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
the media reports and comments on the Company, and keep informed of the progressof various significant matters in a timely manner. Resolutions adopted by the Board ofDirectors of the Company have been implemented and executed under the supervisionof the directors. During 2022, I had been actively studying relevant laws, regulationsand rules, participated in meetings and trainings about periodic reports,anti-corruption and corporate governance organized by CSRC, Hubei SecuritiesRegulatory Bureau and Shenzhen Stock Exchange, etc., to continuously improve mycapability to perform my duties and provide scientific decision-making for theCompany and risk prevention to provide better advice and suggestions, promotestandardization of the company's operation, and strengthen the protection of thelegitimate rights and interests of the company and investors.
V. Anti-CorruptionI did not violate any anti-corruption laws, regulations and requirements ofstate-owned asset management body in 2022.
The signature page of 2022 Annual Working Report of Independent Directors
Independent Director:
Xi Zhen
March 19
th
, 2023