th
Meeting of the 9
th
Session of the Board of Directors
The 26
th Meeting of the 9
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Board” and the “Company”) was held via circulation ofthe resolution on November 15, 2023 following notifications sent to all the directors byemail on November 14, 2023 (With the unanimous consent of all the directors, thenotice time limit of this meeting is exempted). Five directors were entitled to participatein the circulation and five directors participated.The meeting complied 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 Nomination of a Non-Independent Director of the 9
th
Sessionof the Board of DirectorsThe Board recently received notice from Mr. Chen Lichtenstein informing theCompany of his resignation from his position as a director in the Company andaccordingly from his position as the member of the Strategy Committee of the Board,due to his resignation from Syngenta Group. Mr. Chen Lichtenstein will continue to actas a director and perform his duties in the special committees of the Board untilNovember 30, 2023, in accordance with applicable laws and administrative regulationsas well as the Company's Articles of Association.Mr. Chen Lichtenstein has confirmed that he has no disagreement with the Board andhis resignation does not involve any circumstances that should be brought to theattention of the Company’s shareholders or the creditors of the Company.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-37The 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.
The Board highly values and appreciates the contribution Mr. Chen Lichtenstein madeto the Company during his successful tenure, and sincerely thanks him for his service.
(1) Nomination of Mr. Qin Hengde
According to the Company Law of China and the Company's Articles of Association,the Company’s controlling shareholders, Syngenta Group Co., Ltd. (hereinafter referredto as "SG"), has nominated Mr. Qin Hengde to serve as a non-independent director ofthe Company, starting from the date of approval by the shareholders’ meeting and untilthe expiration of the 9
thsession of the Board.In accordance with the Company Law of China and the Company's Articles ofAssociation, the Board approves the submission of Mr. Qin Hengde’s nomination to theCompany’s shareholders meeting for their approval, requiring also the affirmative voteof the majority of the votes held by all the shareholders present at such shareholders’meeting.The Board further confirms the appointment of Mr. Qin Hengde as the member of theStrategy Committee of the Board, following his election as a director by theshareholders meeting.The Company’s independent directors provided independent opinions on this proposal.The detailed opinions were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) with this announcement.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.This proposal shall be submitted to the shareholders’ meeting for approval.
2. Proposal on Calling for the 2
ndInterim Shareholders Meeting in 2023The Board called for the 2
nd
interim shareholders meeting to be held on December 1,2023, at which a vote will be conducted by a combination of on-site votes and onlinevotes, to consider the above proposal 1.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.It is hereby resolved.
Board of Directors of ADAMA Ltd.
November 16, 2023
Appendix – Profile of the Nominee of the Non-Independent DirectorMr. Qin Hengde, Chinese, born in April 1970, master's degree, senior accountant, is theVice President and Chief Human Resources Officer of Syngenta Group Co., Ltd., theChairman of Winall Hi-tech Seed Co.,Ltd., the Chairman of Zhenda Xianjing (Shanghai)Science and Technology Development Co., Ltd. as well as the Chairman and GeneralManager of Syngenta Group Modern Agricultural Technology Co., Ltd. He joined inwork in August 1991 and served as deputy chief accountant of Hubei Hongqi CableFactory, chief accountant of SDIC YuanYi Industry Co.,Ltd., as well as deputy generalmanager of investment management department of D'Long International StrategicInvestment Co.,Ltd.Mr. Qin Hengde joined Sinochem in July 2004 and served as General Manager ofBusiness Development Department, Financial Controller, Deputy General Manager,Executive Deputy General Manager, General Manager and the Party Secretary ofSinochem International Corporation.He previously served as the Party Secretary and President of Agricultural Division ofSinochem Corporation, Vice Chairman of Qinghai Salt Lake Industry Co., Ltd., theParty Secretary and Executive Director of China National Seed Group Co., Ltd, PartySecretary and President of Syngenta Group China, Party Secretary, General Managerand Executive Director of Sinofert Holdings Limited, and General Manager andExecutive Director of Sinofert Company Limited as well as Chairman of JiangsuYangnong Chemical Co., Ltd.As of the date of this Announcement, Mr. Qin Hengde does not directly or indirectlyhold any of the Company’s shares. Save as disclosed herein, Mr. Qin Hengde has norelationship with any shareholders holding more than 5% of the Company’s shares, theactual controllers, or other directors, supervisors and senior executives of the Company.Mr. Qin Hengde has not been subject to any punishment imposed by the CSRC and theSZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 of theGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1: Standardized Operation of Main Board Listed Companies. Mr. QinHengde is not a judgement debtor subject to enforcement and meets all thequalifications set under the applicable laws and regulations.