th
Meeting of the 10
thSession of the Board of Directors
The 11
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 April 28, 2025 following notifications sent to all the directors by email of April 24,2025. Six directors were entitled to attend the meeting and six directors attended.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 Q1 2025 Report
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the Q1 2025 Report disclosed on April 29, 2025.
2. Proposal on ADAMA’s 2024 Social Responsibility Report
The Company is to publish its 2024 Social Responsibility Report which demonstratesthe progress and achievements of the Company in integrating its business operationswith social responsibilities. For details, please refer to ADAMA’s 2024 SocialResponsibility Report disclosed on the same day.This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
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.2025-20
3. Proposal on Providing Guarantees in favor of the Company’s SubsidiariesThe Company agreed to provide joint liability guarantees in favor of certain banks andfinancial institutions that are to provide loans to its wholly-owned subsidiary ADAMAAnpon (Jiangsu) Ltd. and the Company’s controlled subsidiary Adama Huifeng(Jiangsu ) Ltd.For details, please refer to the Announcement on Providing Guarantees in Favor of theCompany’s Subsidiaries disclosed on the same day.This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
4. Proposal on Bank Loans
Based on the Company’s business and development plans, the Board of Directorsapproved that the Company will apply for credit lines for the year 2025, including butnot limited to working capital loans, bank acceptance bills, trade finance and domesticletters of credit from 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 6 affirmative votes, 0 negative votes, and 0 abstentions.
5. Proposal on Adjusting the Remuneration of the President and CEOIn combination with the remuneration policy of the relevant senior executives of theCompany, the Board approved adjusting the remuneration of Mr. Ga?l Ali Hili as theCompany’s President and CEO (legal representative of the Company).This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
6. Proposal on the Appointment of the Head of the Internal Auditing Departmentof the CompanyAfter being approved by the Audit Committee of the Board, the Board approved theappointment of Mr. Tu Zhiwen as the head of the internal auditing department,
responsible for the Company's internal audit work, starting from the date of approvalby this meeting and until the expiration of the 10th session of the Board. As for theprofiles of Mr. Tu Zhiwen, please refer to the appendix of this announcement.This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.The above proposal 1 and proposal 6 was reviewed and approved by the AuditCommittee of the Board of Directors of the Company. The above proposal 5 wasreviewed and approved by the Remuneration and Appraisal Committee of the Board ofDirectors of the Company.It is hereby announced.
Board of Directors of ADAMA Ltd.
April 29, 2025
Appendix – Profile of Mr. Tu Zhiwen
Mr. Tu Zhiwen, born in 1977, holds Chinese nationality and is a member of theCommunist Party of China. He has a bachelor's degree and is a senior accountant. Hehas served as the Audit Manager of the Company and the Deputy Chief FinancialOfficer and Director of the Finance Department (in charge of the overall managementof the Finance Department) of former Hubei Sanonda Co., Ltd.As of the date of this Announcement, Mr. Tu Zhiwen does not directly or indirectlyhold any of the Company’s shares. Mr. Tu Zhiwen has no relationship with anyshareholders holding more than 5% of the Company’s shares, the actual controllers, orother directors, supervisors and senior executives of the Company.Mr. Tu Zhiwen has not been subject to any punishment imposed by the CSRC andthe SZSE. Mr. Tu Zhiwen is not a judgement debtor subject to enforcement and meetsall the qualifications set under the applicable laws and regulations.