安道麦B(200553):独立董事候选人声明与承诺(葛明)（英文版）
ADAMA Ltd. Statement and Commitment by the Independent Director Candidate of the Company th Mr. Ge Ming, the independent director candidate for the 10 Session of the Board of Directors of ADAMA Ltd. (hereinafter referred to as “the Company”), has fully understood and agreed being nominated by the Board of Directors of the Company as the nominee. It is hereby declared and guaranteed that I myself do not have any relations with the Company that may affect my independence and I meet all the qualification and independency requirements as an independent director in compliance with relevant laws, administrative regulations, standard guidelines and rules of Shenzhen Stock Exchange. The detailed statement is as follows. I. I myself have passed the qualification examination by the Nomination Committee of the 9th Session of the Board of Directors of the Company, and the nominee does not have any interest or other close relationship with me that may affect the independent performance of my duties. √ True □ False If it is false, please provide details. ______________________________ II. I myself do not fall within any of the cases stipulated in Article 146 of the Company Law of the People’s Republic of China that could disqualify me as a director of the Company. √ True □ False If it is false, please provide details. ______________________________ III. I myself have all the qualifications and meet 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. I myself meet 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. I myself have attended training and obtained relevant certificates recognized by the Stock Exchange (if any). √ True □ False If it is false, please provide details. ______________________________ VI. The appointment of myself 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. ______________________________ VII. The appointment of myself 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 myself 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 myself 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 myself 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 If it is false, please provide details. ______________________________ XI. The appointment of myself as an independent director does not violate the “Supervision Measures for the Qualifications of Directors, Supervisors and Senior Management of Securities Companies” of China Securities Regulatory Commission. √ True □ False If it is false, please provide details. ______________________________ XII. The appointment of myself 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 myself 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 appointment of myself 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 If it is false, please provide details. ______________________________ XV. I myself possess 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. I have more than five years of professional engagement in law, economics, management, accounting, finance or other work experience necessary for the performance of my duties as an independent director. √ True □ False If it is false, please provide details. ______________________________ XVI. If nominated as an accounting professional, the candidate 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 myself, my 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. I myself and anyone of my direct relatives do not directly or indirectly hold more than 1% of the issued shares of the Company. None of us sits as the natural person shareholder among the top 10 shareholders of the Company. √ True □ False If it is false, please provide details. XIX. I myself and anyone of my 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 us take any position in any of the top 5 shareholders of the Company. √ True □ False If it is false, please provide details. ______________________________ XX. I myself and anyone of my 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. I am 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, all the 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. I have no material business dealings with the listed company, its controlling shareholder, actual controller or their respective subsidiaries, and I do not hold any positions in entities, their controlling shareholders or actual controllers with which the company have material business dealings. √ True □ False If it is false, please provide details. ______________________________ XXIII. I myself 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. I myself am 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. I myself am 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. I myself have 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. √ True □ False If it is false, please provide details. ______________________________ XXVII. I myself am 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. I have 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. I do not have a bad record such as a major breach of trust. √ True □ False If it is false, please provide details. ______________________________ XXX．In the past twelve months, I myself have never been dismissed or replaced by a board of directors because of absence from board meetings for two consecutive times during my previous tenure as an independent director, or because of two consecutive absences without entrusting other board members to participate on my behalf. √ True □ False □ Not Applicable If it is false, please provide details. ______________________________ XXXI. The number of domestic listed companies, including the Company, for which I myself serve as an independent director does not exceed three. √ True □ False If it is false, please provide details. ______________________________ XXXII. I myself have served as an independent director in the Company for less than six consecutive years. √ True □ False If it is false, please provide details. ______________________________ I myself, as the candidate, hereby solemnly declare as follows. I. I have a comprehensive understanding about the duties of independent directors and guarantee that the above statement is true, accurate and complete, and that there are no false records, misleading statements or major omissions. Otherwise, I shall bear the legal liabilities arising therefrom and accept the self-regulatory measures or disciplinary punishment of the Shenzhen Stock Exchange. II. During my tenure as an independent director of the Company, I will strictly abide by relevant regulations of both China Securities Regulatory Commission and Shenzhen Stock Exchange to invest sufficient time and efforts to fulfill duties diligently and conscientiously and ensure independent judgments without being influenced by shareholders, actual controllers or other entities or individuals that may have conflicts of interests against the Company. III. If I fails meeting the requirements to be the independent director during my term, I myself will report to the Board of Directors in a timely manner and resign as soon as possible. IV. I hereby authorize the corporate secretary of the Company’s Board of Directors to input and submit the full contents of this statement as well as all the other personal information of mine 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 by myself, who, therefore, shall bear all the corresponding legal responsibilities. V. If the proportion of independent directors does not comply with the relevant regulations or there is a shortage of accounting professionals during my term of office as a result of my resignation, I will continue to fulfil my duties and will not refuse to perform my duties on the grounds of my resignation. Candidate: Ge Ming April 26, 2024 中财网
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