ADAMA Ltd.Announcement of Resolutions of the 30
th
Meeting of the 9
thSession of the Board of Directors
The 30
th Meeting of the 9
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via video conference on March 25,2024 following notifications sent to all the directors by email of March 21, 2024. Fivedirectors were entitled to attend the meeting and five directors attended. Among them,Mr. Erik Fyrwald, the director, was unable to attend the meeting in person due to workreasons, and entrusted Mr. Qin Hengde, the chairman of the Board of Directors, toattend and exercise voting rights on his behalf.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 Annual Report and its Abstract
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the 2023 Annual Report and its Abstract disclosed on March27, 2024.This proposal is subject to the approval of the Shareholders.
2. Proposal on the 2023 Financial Statements
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.2024-4
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the relevant sections of the 2023 Annual Report disclosed onMarch 27, 2024.This proposal is subject to the approval of the Shareholders.
3. Proposal on the Pre-Plan of the 2023 Dividend DistributionAs audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the netprofit attributable to shareholders of the Company in its consolidated financialstatements for 2023 was RMB -1,605,887,000. The Company recorded a net loss as itsoperating results for the year.Based on the Company’s operating results of 2023 and according to the Articles ofAssociation of the Company, taking into account the actual operating and leveragingsituations, as well as future funding needs, to safeguard the sustainable developmentand stable operation of the Company while considering the long-term interests of allshareholders, the profit distribution proposal for the year of 2023 is as follows: No cashor share will be distributed as dividend, and no reserve will be transferred to equitycapital. This profit distribution proposal is in line with the profit distribution policystipulated in the Company’s Articles of Association and its actual situation.The retained earnings of the Company at the end of 2023 in its consolidated financialstatements was RMB 4,670,027,000, and that in its financial statement was RMB627,609,000. The retained earnings as of the end of 2023 will be used to support futureworking capital needs, investments and execution of the Company’s developmentstrategies. The Company will continue to uphold the business philosophy of bringinglong-term sustainable returns to investors, strictly regulate the management andimprove the efficiency of the use of funds, and endeavor to deliver returns to investorswith a more active profit distribution plan.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.
4. Proposal on the Self-Assessment Report on the 2023 Internal Control of theCompanyThis proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.This proposal is subject to the approval of the Shareholders.
5. Proposal on the 2023 Working Report of the Board of DirectorsThis proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the 2023 Working Report of the Board of Directors disclosedon March 27, 2024.This proposal is subject to the approval of the Shareholders.
6. Proposal on the 2023 Risk Appraisal Report of Sinochem Finance Co., Ltd.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the reports disclosed on March 27, 2024.
7. Proposal on the Remuneration of Senior Executives
The Board hereby approved the 2023 annual performance review of the Company’ssenior executives and their 2023 remuneration as well as awards granted in accordancewith short and long-term incentive plans of the Company and Syngenta Group, allmade according to the Remuneration Policy for Senior Executives in ADAMA Ltd.published on February 22, 2019.The related director Mr. An Liru refrained from the vote. This proposal was passed with4 affirmative votes, 0 negative vote, and 0 abstention.
8. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2024The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants LLP(hereinafter referred to as “Deloitte”) as the auditor of the Company for the 2024 annualfinancial reports and the 2024 annual internal control of the Company. Upon thesubsequent authorization of the Shareholders, the corresponding expenditures with
respect to such auditing services will be approved by the Board of Directors andDeloitte. For details of Deloitte, please refer to the announcement disclosed on March27, 2024.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.
9. Proposal on the Report on Performance Evaluation of Audit Firm in 2023 andthe Performance of Supervision Duties by the Audit CommitteeThis proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the reports disclosed on March 27, 2024.
10. Proposal on the Expected Related Party Transactions in the Ordinary Courseof Business in 2024The related-directors Mr. Qin Hengde and Mr. Erik Fyrwald refrained from the vote.This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.For details, please refer to the Announcement on the Expected Related PartyTransactions in the Ordinary Course of Business in 2024 disclosed on March 27, 2024.
11. Proposal on Realization of Performance Commitment related to a Controlled
SubsidiaryFor details, please refer to the Announcement on the Fulfillment of PerformanceCommitments related to a Controlled Subsidiary as well as the Special Report onDifference between Actual and Promised Gross Profits for Purchase of ADAMAHuifeng (Shanghai) Agricultural Technology Co., Ltd issued by Deloitte, disclosed onthe same day.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
12. Proposal on the Special Opinion on Self-examination of the Independence of
Independent Directors
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the Special Opinion on Self-examination of the Independenceof Independent Directors disclosed on March 27, 2024.
13. Presenting of the 2023 Working Reports of the Independent DirectorsAfter the review of the above proposals, 2023 Working Reports of the IndependentDirectors were presented to the meeting.The financial information of the 2023 Annual Report and its Abstract in the proposal 1,and the above proposals 2 to 4, proposal 6, proposals 8 to 10 were reviewed andapproved by the Audit Committee of the Board of Directors of the Company. The aboveproposal 7 was reviewed and approved by the Remuneration and Appraisal Committeeof the Board of Directors of the Company.All the Company’s independent directors provided independent opinions and approvedthe above proposal 3 and proposal 6. They also provided opinions and preapprovedproposal 10.It is hereby announced.
Board of Directors of ADAMA Ltd.
March 27, 2024