| 時間：2019年04月30日 11:20:34 中財網 |
ADAMA Ltd.
Independent Opinions of the Independent Directors
on the Relevant Issues
In accordance with the Company Law of the People’s Republic of China, Guidance on
Establishing the Independent Director System in Listed Companies, and other laws,
regulations and normative documents, as well as the Articles of Association and
Independent Director System, we, as the independent directors of ADAMA
Ltd.(hereinafter referred to as 「Company」), give our independent opinions on the
relevant matters of the Board of Directors from the standpoint of independent
judgment:
1. Independent Opinions on New Expected Related Party Transactions in the
Ordinary Course of Business in 2019
The Company makes reasonable expectation on the new related-party transactions
according to the status of the acquisition of 100% of the Equity Interests in Anpon.
All such transactions will conform to relevant national laws and regulations, as
applicable, and market-oriented principles, and shall not influence the
independence of the Company or damage the interests of the Company and its
other shareholders. The decision-making procedures for these related party
transactions conform to the Company Law of the People’s Republic of China, the
Rules of Shenzhen Stock Exchange for the Listing of Stocks, the Articles of
Association and other laws and regulations. The independent directors agree to
submit the proposal to the shareholders for approval.
2. Independent Opinions on the Signing of a Supplemental Financial Services
Agreement with ChemChina Finance Co., Ltd.
This related party transaction is caused by the Company's acquisition of the equity
interest in Anpon. The parties agree to revise the Original Agreement to reflect the
actual business needs of Anpon. It is conducive to improving capital returns and
capital operation capacity of Anpon. This related party transaction is based on the
principles of fair and open. It doesn’t harm the interests of the Company and its
shareholders. The decision-making procedures for this related party transaction
conform to the Company Law of the People’s Republic of China, the Rules of
Shenzhen Stock Exchange for the Listing of Stocks, the Articles of Association and
other laws and regulations. The independent directors agree to submit the proposal
to the shareholders for approval.
3. Independent Opinions on Revisions to the Company’s Risk and Emergency
Disposal Plan Regarding Deposits in ChemChina Finance Co., Ltd.
The revised the Company’s Risk and Emergency Disposal Plan Regarding
Deposits in ChemChina Finance Co., Ltd. (hereinafter referred to as the 「Plan」) is
based on the situation after the close of Anpon acquisition. The Plan is helpful to
ensure the Company's capital security, and to prevent, timely control and resolve
capital risks. The independent directors approved the Plan.
4. Independent Opinion on the Investment in Derivative Financial Instruments
and Related Risk Controls
The derivative investments carried by the Company are for hedging and avoiding
the risk of market fluctuations. The investments respond to the Company’s routine
business demands and are in accordance with the relevant laws and regulations.
Additionally, the Company has adopted Currency Risk Hedging Policy to
strengthen the risk management and control which benefit the Company’s ability
to protect against market risk. The derivative investments do not harm the interest
of the Company and its shareholders.
5. Independent Opinion on the Changes of Accounting Policy
According to the actual situation and the provisions of the Accounting Standards
for Enterprises, the Company has made reasonable changes in accounting policies,
which embodies the principles of authenticity and prudence in accounting and
provides more reliable and accurate accounting information. Such changes are in
the interest of the Company and all shareholders. The deliberation procedure of
the Board of Directors on this matter conforms to the provisions of relevant laws
and regulations. We approve the change of the Company's accounting policy.
(The signature page of Independent Opinion on the Relevant Issues)
Independent Director Signature:
__________________ ___________________
Tang Yunwei Xi Zhen
April 28, 2019
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