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安道麦B:第九届董事会第九次会议决议公告(英文版) 下载公告
公告日期:2022-03-31

ADAMA Ltd.Announcement of Resolutions of the 9

th

Meeting of the 9

th

Session of the Board of Directors

The 9

th

Meeting of the 9

th

Session of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via circulation of the resolution onMarch 29, 2022 following notifications sent to all the directors by email of March 18,2022. Before the meeting, the Company’s 8th Meeting of the 9th Session of the Boardof Directors discussed the relevant proposals by video conference. Five directors wereentitled to participate in the circulation and five directors participated.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 2021 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 2021 Annual Report and its Abstract disclosed on March31, 2022.This proposal is subject to the approval of the Shareholders.

2. Proposal on the 2021 Financial Statements

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2022-7The 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.For details, please refer to the relevant sections of the 2021 Annual Report disclosed onMarch 31, 2022.This proposal is subject to the approval of the Shareholders.

3. Proposal on the Pre-Plan of the 2021 Dividend DistributionAs audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the netprofit attributable to shareholders of the Company is RMB 163,313,000. Since no profitis required to be transferred to statutory surplus reserve (as 10% of the Company’s 2021net profit on a standalone basis is RMB 0), profit available for distribution for the year2021 is RMB 163,313,000.The proposal for profit distribution for the year 2021 is a distribution of 10% of the totalprofit available for distribution, as follows:

On the basis of 2,329,811,766 total outstanding shares of the Company as at February28, 2022, to distribute RMB 0.08 (including tax) per 10 shares as cash dividend to allshareholders, resulting in a total cash dividend of RMB18,638,494.13 (including tax).No shares shall be distributed as dividend and no reserve shall be transferred to equitycapital.If, after the disclosure of the profit distribution plan and prior to the implementation ofthe profit distribution plan, the Company’s total share capital changes due to issuanceof new shares, share repurchase, exercise of share option incentives, convertible bondsconversion and other reasons, the profit distribution plan shall be adjusted according tothe principle of “adjusting the total amount of distribution without changing thedistribution ratio”, and the specific amount shall be subject to the actual distributionsituation.The profit distribution plan conforms to the profit distribution policy stipulated in theArticles of Association of the Company, and there is no significant difference betweenthe cash dividend level of the Company and the average level of listed companies in theagrochemical industry.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 2021 Internal Control of theCompany

This 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 2021 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 relevant content of the 2021 Annual Report disclosed onMarch 31, 2022.This proposal is subject to the approval of the Shareholders.

6. Proposal on the 2021 Risk Appraisal Report of ChemChina Finance Co., Ltd.

and the 2021 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 31, 2022.

7. Proposal on the Remuneration of Senior Executives

The Board hereby approved the 2021 annual performance review of the Company’ssenior executives and their 2021 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 2022The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants LLP(hereinafter referred to as “Deloitte”) as the auditor of the Company for the 2022 annualfinancial reports and the 2022 annual internal control of the Company. Upon thesubsequent authorization of the Shareholders, the corresponding expenditures withrespect to such auditing services will be approved by the Board of Directors andDeloitte. For details of Deloitte, please refer to the announcement disclosed on March31, 2022.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 Bank Loans for the Working Capital of Jingzhou SiteBased on the Company’s business and development plans, the Board of Directorsapproved that the Company will apply for credit lines for the year 2022, including butnot limited to loans, bank acceptance bills, trade finance and domestic letters of creditfrom banks to meet the Company’s operation demands.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.

10. Proposal on Providing Guarantees in Favor of the Company’s SubsidiariesThe Company agreed to provide joint liability guarantees in favor of the financingbanks that is to provide loans to its wholly-owned subsidiaries ADAMA Anpon(Jiangsu) Ltd. and Hubei Sanonda Foreign Trade Co., Ltd. as well as the Company’scontrolled subsidiary Adama Huifeng (Jiangsu ) Ltd..For details, please refer to the Announcement on Providing Guarantees in Favor of theCompany’s Subsidiaries disclosed on March 31, 2022.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.

11. Proposal on the Expected Related Party Transactions in the Ordinary Courseof Business in 2022The related-directors Mr. Erik Fyrwald and Mr. Chen Lichtenstein refrained from thevote. This proposal was passed with 3 affirmative votes, 0 negative votes and 0abstentions. 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 2022 disclosed on March 31, 2022.

12. Proposal on the Special Report on the Deposit and Actual Use of the RaisedFunds in 2021This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the report disclosed on March 31, 2022.

13. Presenting of the 2021 Working Reports of the Independent Directors

After the review of the above proposals, 2021 Working Reports of the IndependentDirectors were presented to the meeting.

14. Proposal on Calling for the 2021 Annual General Meeting

The Board of Directors called for the 2021 Annual General Meeting to be held on April21, 2022, at which a vote will be conducted by a combination of on-site votes andonline votes, to consider proposals 1 to 5, proposal 8, proposal 11, proposal 17, andproposal 1 approved by the 4th meeting of the 9th session of the Board of Supervisors.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.

15. Proposal on Revisions to the Information Disclosure Management Rules ofADAMA Ltd.The Board of Directors approved to revise the Information Disclosure ManagementRules of the Company. For details, please refer to the Information DisclosureManagement Rules of ADAMA Ltd. disclosed on the same day.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.

16. Proposal on Revisions to the Insider Registration Management Rules ofADAMA Ltd.The Board of Directors approved to revise the Insider Registration Management Rulesof the Company. For details, please refer to the Insider Registration and ManagementRules of ADAMA Ltd. disclosed on the same day.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.

17. Proposal on Revisions to the Related-party Transactions Management Rulesof ADAMA Ltd.The Board of Directors approved to revise the Related-party Transactions ManagementRules of the Company. For details, please refer to the Related-party TransactionsManagement Rules of ADAMA Ltd. disclosed on the same day.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Company’s shareholders.

18. Proposal on the Disposal of Assets located at the Company’s Huai’an Site

The Board approved the Application by the Company for the Disposal of relevantAssets at Huai’an Site. The Company shall carry out relevant work, such as assetappraisal, dismantling and disposal, with the premise of abiding by the regulations onthe supervision and administration of state-owned assets and the Listing Rules of theShenzhen Stock Exchange.This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.The Company’s independent directors provided independent opinions on proposal 3,proposal 4, proposals 6 to 8, proposal 11 and proposal 12. The detailed opinions weredisclosed on the website of Juchao Information (http://www.cinfo.com.cn) on March31, 2022.

It is hereby announced.

Board of Directors of ADAMA Ltd.

March 31, 2022


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