ADAMA Ltd.
Independent Opinion on the Relevant Issues of the
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Directors
In accordance with the Company Law of the People’s Republic of China, Rules for
Independent Directors of 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 proposal of the 18th
Meeting of the 9th Session of the Board of Directors from the standpoint of
independent judgment:
Officer
The nomination and deliberation procedures for the Company’s appointment of
Chief Financial Officer is lawful and valid.
After reviewing the profile of the nominee, we believe that Ms. Efrat Nagar’s
educational background, work experience and physical condition can meet the
requirements of relevant position. We don’t find there is any situation that
prohibits Ms. Efrat Nagar from being the Chief Financial Officer of the Company.
Ms. Efrat Nagar has not been subject to any punishment imposed by the China
Securities Regulatory Commission and the Shenzhen Stock Exchange (“SZSE”)
and is not a dishonest party subject to enforcement. We are of the opinion that Ms.
Efrat Nagar meets the relevant requirements for taking the above position of the
Company.
We approve the appointment of Ms. Efrat Nagar as the Chief Financial Officer of
the Company and her remuneration.
The Company"s wholly-owned subsidiary, Adama Agricultural Solutions Ltd.
("Solutions") (directly, or through one or more of its subsidiaries) is contemplating
applying for new credit facilities not exceeding USD 250 million from any of the
overseas subsidiaries of Syngenta Group Co., Ltd., in order to expand the funding
sources of the Company and its subsidiaries, which is normal business operations.
The Transaction conforms to relevant national laws and regulations, as applicable,
and market-oriented principles, and will not influence the independence of the
Company or damage the interests of the Company and its other shareholders. The
decision-making procedures for the Transaction conform to the Company Law, the
Rules of Shenzhen Stock Exchange for the Listing of Stocks, the Articles of
Association of the Company and other laws and regulations. Therefore, we
approved the Transaction.
(The signature page of Independent Opinions on the Relevant Issues of the 18th
Meeting of the 9th Session of the Board of Directors)
Independent Director Signature:
__________________ ___________________
Ge Ming Xi Zhen
February 15, 2023
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