ADAMA Ltd.Announcement of the Resolutions of the 9
th
Meeting of the 10
thSession of the Board of Directors
The 9
th Meeting of the 10
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via video and on-site conferenceon December 30, 2024 following notifications sent to all the directors by email onDecember 24, 2024. Six directors were entitled to attend the meeting and six directorsattended.The meeting complies with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolutions were deliberated:
1. Proposal on Amendments to Certain Terms of the Entrusted ManagementAgreementIn order to resolve horizontal competition, approved by the 7
th Meeting of the 10
th
Session of the Board of Directors and the 3rd Extraordinary Shareholders Meeting in2024 of ADAMA, the Company intends to enter into entrusted management agreementswith Syngenta AG (hereinafter referred to as “SAG”), Jiangsu Yangnong Chemical Co.,Ltd.(hereinafter referred to as “Yangnong”) respectively. For details, please refer to theAnnouncement on the signing of the Entrusted Management Agreement with RelatedParties (No.2024-55) disclosed on November 7,2024.
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.2025-1
In order to optimize the entrusted management plan, the Company has supplementedand improved the terms of the Entrusted Management Agreement after consulting withSAG and Yangnong, respectively. The details are as follows:
1. the Entrusted Management Agreement between the Company and SAG
（1）Overlapping Products that result from enablement are included in the scope ofthe Entrusted Business: The scope of the Entrusted Business entrusted by SAG to theCompany has been adjusted so that Overlapping Products resulting from enablement,which were previously excluded from the Entrusted Business, are included in the scopeof the Entrusted Business after this adjustment, including: a) the registration of theOverlapping Product by the Company is achieved on the basis of the intellectualproperty right licensed by SAG or by relying on the regulatory data owned by SAG; orb) due to the lack of registration of the Overlapping Product in one country, theCompany purchases such product from SAG and sell it in the overlapping sales regionsin order to complement its products portfolio offered to customers and/or increase itssales in that country.
（2）The entrusted party's priority right is added into the provisions of the EntrustmentManagement Agreement, being operated in accordance with the Agreement: TheCompany, as the entrusted party, enjoys priority in the use of distribution channels andpriority in obtaining supplies from suppliers where there is an overlap in distributionchannels or suppliers for the Entrusted Business.
（3）Term of the agreement: the termination condition shall be adjusted to: If SAG’saffiliates no longer have an obligation to resolve horizontal competition betweenADAMA and SAG prior to the expiration of the period of this Agreement (whether theinitial period or any extended period), this Agreement shall terminate immediately onthe date the obligation is terminated .
（4）Except for the amendments specified above, the rest of the Agreement remainsunchanged.
2. the Entrusted Management Agreement between the Company and Yangnong
（1）The entrusted party's priority right is added into the provisions of the EntrustmentManagement Agreement, being operated in accordance with the Agreement: Theentrusted party of the Entrusted Business enjoys priority in the use of distributionchannels and priority in obtaining supplies from suppliers where there is an overlap indistribution channels or suppliers for the Entrusted Business.
（2）Term of the agreement: the term of the agreement and the conditions oftermination shall be adjusted to: The initial period of this Agreement shall be threeyears from the effective date of this Agreement and shall be automatically extended forone year at a time upon expiry. This Agreement may be terminated within the extendedterm by mutual consent of both Parties and, prior to the termination of this Agreement,the Parties shall actively, in good faith and reasonably negotiate and determine theresolution measures for the Overlapping Products (if then existing) to ensure thecontinued compliance with the undertakings on the resolution of the horizontalcompetition given by Sinochem Holdings Corporation Limited, China NationalChemical Corporation Limited and Syngenta Group Corporation Limited to ADAMA.If the two Parties’ affiliates no longer have an obligation to resolve horizontalcompetition between ADAMA and YN prior to the expiration of the period of thisAgreement (whether the initial period or any extended period), this Agreement shallterminate immediately on the date the obligation is terminated.
（3）Except for the amendments specified above, the rest of the Agreement remainsunchanged.The original entrusted management measure and the Adjustment this time, is a concretemeasure taken by China National Chemical Corporation Limited (hereinafter referredto as ‘ChemChina’) and Syngenta Group Corporation Limited (hereinafter referred toas ‘Syngenta Group’) to fulfil their undertakings on the resolution of the horizontalcompetition. Based on a series of important strategic initiatives, including theacquisition of SAG and the joint restructuring of ChemChina and Sinochem Group Co.,Ltd., the Company, SAG and Yangnong have become subsidiaries of Syngenta Group.In the context of the above, taken into consideration that the Company and the
commitment undertakers are operating in numerous countries and regions around theworld, ChemChina and Syngenta Group, in accordance with the ways as set forth in theundertakings and through the aforementioned arrangement, conferred the managementright of the Entrusted Business related to the Overlapping Products between theCompany and SAG to the Company, and conferred the management right of theEntrusted Business related to the Overlapping Products’ between the Company andYangnong to the Company or Yangnong respectively, to fulfill the undertakings madeto the capital market and to protect the long-term interests of the Company.The Company’s Specialized Meeting of Independent Directors was held to considerthis proposal and issued an approval opinion.The related directors, Mr. Qin Hengde, Mr. Liu Hongsheng and Mr. An Liru, refrainedfrom voting. This proposal was passed with 3 affirmative votes, 0 negative votes and 0abstentions.
2. Proposal on Adjustment of the Members of the Special Committees of theBoard and Revisions to Implementation Rules of the Special CommitteesDue to the adjustment of the Company's directors, the election of Mr. Huang Jingshengas an independent director of the 10th Session of the Board of Directors of the Companyhas been completed, and the Board of Directors approved that Mr. Huang Jingshengshall serve as a member of the special committees of the Board (including the AuditCommittee, the Nomination Committee, and the Remuneration and AppraisalCommittee), and further approved the election of Mr. Huang Jingsheng as thechairperson of the Nomination Committee.The composition of the special committees of the Board is adjusted as follows:
（1）Audit Committee: Chairperson: Mr. Ge Ming; Members: Mr. Qin Hengde, Mr.Yang Guangfu, Mr. Huang Jingsheng.
（2）Nomination Committee: Chairperson: Mr. Huang Jingsheng; Members: Mr. LiuHongsheng, Mr. Ge Ming, Mr. Yang Guangfu.
（3）Remuneration and Appraisal Committee: Chairperson: Mr. Yang Guangfu;Members: Mr. An Liru, Mr. Ge Ming and Mr. Huang Jingsheng.In view of the adjustment of the members of the special committees, the Board ofDirectors approved to amend the Implementation Rules of the Audit Committee,Implementation Rules for the Nomination Committee and Implementation Rules of theRemuneration and Appraisal Committee accordingly.The rules were disclosed on the website of Juchao Information(http://www.cinfo.com.cn) with this announcement.The independent director, Mr. Huang Jingsheng, refrained from voting. This proposalwas passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.It is hereby announced.
Board of Directors of ADAMA Ltd.
January 2, 2025