th
Meeting of the 9
thSession of the Board of Directors
The 29
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 December 29, 2023 following notifications sent to all the directors bytelephone two days prior to the meeting. Five directors were entitled to participate inthe 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 Salary Management Measures, External Guarantee Management
Rules, Liability Management Measures and External Donation ManagementMeasuresIn order to improve the quality of listed companies and standardize the internaloperation of the Company, according to the relevant laws, regulations, normativedocuments and other relevant provisions, and in combination with the actual situationof the Company, the Board approved Salary Management Measures and three financialmanagement rules and measures, including External Guarantee Management Rules,Liability Management Measures and External Donation Management Measures.The rules and measures were disclosed on the website of Juchao Information(http://www.cinfo.com.cn) with this announcement.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-46The 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.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
2. Proposal on Revisions to the Management Policy of Investor RelationsIn order to strengthen the information communication between the Company andinvestors as well as potential investors, to enhance their understanding and recognitionof the Company, and to promote the healthy interactive relationship, the Boardapproved to revise the Management Policy of Investor Relations to improve theintegrity of the Company in accordance with laws, regulations, normative documentsand other relevant provisions and in light of the actual situation of the Company.The policy was disclosed on the website of Juchao Information(http://www.cinfo.com.cn) with this announcement.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
3. Proposal on Signing of Supplemental Agreement to the Entrusted Operationand Management Agreement on Anhui Petro & ChemicalOn December 31, 2021, an Entrusted Operation and Management Agreement(hereinafter as “Agreement”)was signed by and between the Company and ChinaNational Agrochemical Co., Ltd. (hereinafter as “CNAC”), according to which, duringthe entrustment period, the Company shall be entrusted with the management rightsheld by CNAC over Anhui Petroleum & Chemical Group Co., Ltd. (hereinafter as“Anhui Petro & Chemical”) . The Company shall receive entrustment fees from CNAC,the entrustment period under the Agreement shall be two years (as detailed in theAnnouncement on Signing of an Entrusted Operation and Management Agreement witha Related Party disclosed by the Company on January 4th, 2022).The Board approved the Company and ADAMA (China) Investment Co., Ltd. to signSupplemental Agreement to the Entrusted Operation and Management Agreement(“Supplemental Agreement”) with CNAC (“Transaction”). The Transaction constitutesrelated-party transaction.Main contents of the Supplemental Agreement are as follows:
（1）CNAC and the Company unanimously agree to extend the entrustment periodunder the Agreement for one year until December 31, 2024.
（2） The entrustment fees for 2023 and 2024 shall be paid by CNAC to ADAMA(China) Investment Co., Ltd.
（3）The Agreement shall, except as amended by the Supplemental Agreement, remainin full force and effect.The related directors, Mr. Qin Hengde and Mr. Erik Fyrwald, refrained from voting.This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.The Company’s independent directors preapproved on the above proposal. The detailedopinions were disclosed on the website of Juchao Information(http://www.cinfo.com.cn) with this announcement.It is hereby resolved.
Board of Directors of ADAMA Ltd.
December 30, 2023