th
Meeting of the 9
thSession of the Board of Directors
The 24
th
Meeting of the 9
th
Session of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via video conference on August28, 2023 following notifications sent to all the directors by email on August 24, 2023.Five directors were entitled to attend the meeting and five directors attended.The meeting complies with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolutions were deliberated and adopted:
1. Proposal on the 2023 Semi-Annual Report and its AbstractThis proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
2. Proposal on the Risk Appraisal Report of Sinochem Finance Co., Ltd.For the purpose of securing the funds of the Company deposited with Sinochem FinanceCo., Ltd., the Company evaluated the business, qualification, and the status of the riskof Sinochem Finance Co., Ltd., and issued a Risk Appraisal Report.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
3. Proposal on Bank Loans
Based on the Company’s business and development plans, the Board of Directorsapproved that the Company will apply for credit lines in the year 2023, including butnot limited to loans, bank acceptance bills, trade finance and domestic letters of creditfrom the related bank to meet the Company’s operation demands.
The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-27
The Board of Directors further authorized any director, the President and CEO of theCompany or anyone authorized by him, to deal with the issues related to the aboveloans and sign the relevant legal documents.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
4. Proposal on Credit Facility from the Related Party
In order to expand and efficiently utilize the funding sources of the Company and itssubsidiaries, the Company's wholly-owned subsidiary Adama Agricultural SolutionsLtd. (directly, or through one of its subsidiaries) intends to apply for a new credit facilitynot exceeding RMB 2 billion from Syngenta Group Co., Ltd., or any of its subsidiaries,in order to support the production, operation and development of the company. Thetransaction constitutes a related party transaction.For details, please refer to the Announcement on Credit Facility from the Related Party(Announcement No.2023-29) disclosed on the same day.The related directors, Mr. Erik Fyrwald, Mr. Chen Lichtenstein and Mr. An Liru,refrained from voting. As the number of non-related directors present at the boardmeeting is less than three, this proposal shall be submitted to the Shareholders forapproval.
5. Proposal on Calling for the 1
st
Interim Shareholders Meeting in 2023The Board of Directors calls for the 1st interim shareholders meeting to be held onSeptember 15, 2023, at which a vote will be conducted by a combination of on-sitevotes and online votes, to consider the abovementioned proposal 4.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.The Company’s independent directors provided independent opinions on proposal 2and proposal 4. The detailed opinions were disclosed on the website of JuchaoInformation (http://www.cinfo.com.cn) on August 31, 2023.It is hereby announced.
Board of Directors of ADAMA Ltd.
August 31, 2023