安道麦B(200553):独立董事提名人声明与承诺（英文版）
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 th Jingsheng as an independent director candidate for the 10 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 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. ______________________________ 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 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. 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. √ 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 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. √ 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. ______________________________ 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 中财网
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