ADAMA Ltd.Announcement of Resolutions of the 33
rd
Meeting of the 9
thSession of the Board of Directors
The 33
rd Meeting of the 9
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via video and on-site conferenceon April 25, 2024 following notifications sent to all the directors on April 15, 2024.Five directors were entitled to attend the meeting and five directors attended. Amongthem, Mr. Qin Hengde, the chairman, was unable to attend the meeting in person dueto work reasons, and entrusted the director Mr. An Liru, to attend and exercise votingrights 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 Q1 2024 Report
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the Q1 2024 Report disclosed on April 26, 2024.
2. Proposal on Nomination of Non-Independent Directors to Compose the 10th
Session of the BODFollowing review, the Board of Directors approved the nomination of Mr. Qin Hengde,Mr. Liu Hongsheng, and Mr. An Liru as candidates to continue serving as non-independent directors of the 10
thSession of the Board of Directors.For the profiles of the above candidates, please refer to the appendix of thisannouncement.
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.2024-19
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.
3. Proposal on Nomination of Independent Directors to Compose the 10th Sessionof the BODFollowing review, the Board of Directors approved the nomination of Mr. Ge Ming andMr. Yang Guangfu as candidates to continue serving as independent directors of the 10
th
Session of the Board of Directors.The nomination of Mr. Ge Ming and Mr. Yang Guangfu as the candidates to continueserving as independent directors shall be submitted to the Company’s shareholdersmeeting for deliberation and approval following its review by the Shenzhen StockExchange.For the profiles of the above candidates, please refer to the appendix of thisannouncement. The Statement by the Nominator for Independent Director Candidatesand the Statement by the Independent Director Candidates were disclosed on thewebsite of Juchao Information (http://www.cninfo.com.cn) on the same day of thisannouncement.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 Revisions to the Policy for Independent Directors of ADAMA Ltd.In order to further improve the corporate governance of the Company and give full playto the role of independent directors, the Board approved revisions to the Policy forIndependent Directors of the Company according to relevant provisions ofAdministrative Measures for Independent Directors of Listed Companies issued byChina Securities Regulatory Commission, taking into account the actual situation of theCompany.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.This proposal is subject to the approval of the Shareholders.
5. Proposal on Revisions to the Implementation Rules of the Audit Committee of
the BOD, Implementation Rules for the Nomination Committee of the BOD
and Implementation Rules of the Remuneration and Appraisal Committee ofthe BODAccording to Administrative Measures for Independent Directors of Listed Companiesissued by China Securities Regulatory Commission, Shenzhen Stock Exchange ListingRules and Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision ofListed Companies No.1: Standardized Operation of Main Board Listed Companies,combined with the actual situation of the Company, the Board approved revisions tothe Implementation Rules of the Audit Committee, Implementation Rules for theNomination Committee and Implementation Rules of the Remuneration and AppraisalCommittee of the Board of Directors, which shall be formally implemented after beingreviewed and approved by the Board.The rules were 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.
6. Proposal on Credit Facility from the Related Party
In order to further support the Company’s ongoing working capital needs, theCompany's wholly-owned subsidiary ADAMA Agricultural Solutions Ltd. (directly, orthrough one of its subsidiaries), intends to apply for a new credit facility in a totalamount of up to USD 200 million from any of the overseas subsidiaries of SyngentaGroup Co., Ltd. The transaction constitutes a related party transaction.For details, please refer to the Announcement on Credit Facility of USD 200 millionfrom a Related Party disclosed on the same day.The related directors, Mr. Qin Hengde and Mr. Liu Hongsheng, refrained from voting.This proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention.This proposal is subject to the approval of the Shareholders.
7. Proposal on Calling for the 1st Interim Shareholders Meeting in 2024The Board of Directors calls for the 1st interim shareholders meeting to be held on May13, 2024, at which a vote will be conducted by a combination of on-site votes and onlinevotes, to consider the abovementioned proposals 2 to 4, and proposal 6, as well asproposal 2 approved by the 13th meeting of the 9th session of the Board of Supervisors.This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
The above proposal 1 was reviewed and approved by the Audit Committee of the Boardof Directors of the Company.The above proposal 2 and proposal 3 were reviewed and approved by the NominationCommittee of the Board of Directors of the Company. After the completion of theelection, the total number of directors concurrently serving as the senior executive ofthe Company shall not exceed half of the total number of directors of the 10th sessionof the Board of Directors. The Company does not have any director as the employeerepresentatives.All the Company’s independent directors provided opinions and preapproved the aboveproposal 6.It is hereby announced.
Board of Directors of ADAMA Ltd.
April 26, 2024
Appendix: Profiles of Nominees of DirectorNon-independent Director
1. Qin Hengde
Mr. Qin Hengde, Chinese, born in April 1970, master's degree, senior accountant,is the Chief Financial Officer of Syngenta Group Co., Ltd., the Chairman of ZhendaXianjing (Shanghai) Science and Technology Development Co., Ltd. He joined inwork in August 1991 and served as deputy chief accountant of Hubei Hongqi CableFactory, chief accountant of SDIC YuanYi Industry Co.,Ltd., as well as deputygeneral manager of investment management department of D'Long InternationalStrategic Investment Co.,Ltd.Mr. Qin Hengde joined Sinochem in July 2004 and served as General Manager ofBusiness Development Department, Financial Controller, Deputy General Manager,Executive Deputy General Manager, General Manager and the Party Secretary ofSinochem International Corporation.He previously served as the Party Secretary and President of Agricultural Divisionof Sinochem Corporation, Vice Chairman of Qinghai Salt Lake Industry Co., Ltd.,the Party Secretary and Executive Director of China National Seed Group Co., Ltd,Party Secretary and President of Syngenta Group China, Chairman and GeneralManager of Syngenta Group Modern Agricultural Technology Co., Ltd, the VicePresident and Chief Human Resources Officer of Syngenta Group Co., Ltd., theChairman of Winall Hi-tech Seed Co.,Ltd., Party Secretary, General Manager andExecutive Director of Sinofert Holdings Limited, and General Manager andExecutive Director of Sinofert Company Limited as well as Chairman of JiangsuYangnong Chemical Co., Ltd.As of the date of this Announcement, Mr. Qin Hengde does not directly or indirectlyhold any of the Company’s shares. Save as disclosed herein, Mr. Qin Hengde hasno relationship with any shareholders holding more than 5% of the Company’sshares, the actual controllers, or other directors, supervisors and senior executivesof the Company.Mr. Qin Hengde has not been subject to any punishment imposed by the CSRC andthe SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2of the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision ofListed Companies No.1: Standardized Operation of Main Board Listed Companies.
Mr. Qin Hengde is not a judgement debtor subject to enforcement and meets all thequalifications set under the applicable laws and regulations.
2. Liu Hongsheng
Mr. Liu Hongsheng, born in 1966, with Chinese nationality, is currently a senioradviser of production and operation of Sinochem Holdings. He joined SinochemGroup in 2000 and held various positions in the logistics sector of SinochemInternational (Holdings) Co., Ltd., and then took the office of the general managerof the company as well as the chairman of Hesheng Agricultural Group in 2016.In 2018, Mr. Liu was promoted to the party secretary and president for the chemicaldivision of Sinochem Group, the party secretary, director of the board and thegeneral manager of Sinochem International (Holdings) Co., Ltd. In 2022, He wasappointed as the CPC party secretary and president of Syngenta Group China, thechairman of the board of directors for both Sinofert and Jiangsu Yangnong. Prior tojoining Sinochem, he once served in the Ministry of Foreign Trade and EconomicCooperation of China and the Chinese Embassy in Thailand.Mr. Liu graduated from Peking University with a Bachelor's Degree in Philosophyand later obtained the MBA degree from Shanghai Maritime University.As of the date of this Announcement, Mr. Liu Hongsheng does not directly orindirectly hold any of the Company’s shares. Save as disclosed herein, Mr. LiuHongsheng has no relationship with any shareholders holding more than 5% of theCompany’s shares, the actual controllers, or other directors, supervisors and seniorexecutives of the Company except for those being stated above.Mr. Liu Hongsheng has not been subject to any punishment imposed by the CSRCand the SZSE and does not fall under any of the circumstances stipulated in Article
3.2.2 of the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervisionof Listed Companies No.1: Standardized Operation of Main Board ListedCompanies. Mr. Liu Hongsheng is not a judgement debtor subject to enforcementand meets all the qualifications set under the applicable laws and regulations.
3. An Liru
Mr. An Liru, Chinese, born in 1969. He holds a master degree of chemicalengineering and MBA, senior engineering, senior economist. He used to be theAssistant of General Manager, Vice General Manager, General Manager, Deputy
Party Secretary of Jiangsu Anpon Electrochemical Co., Ltd., Chairman of Directors,Party Secretary of Jiangsu Huaihe Chemicals Co., Ltd., Executive Director andCEO of Jiangsu Maidao Agrochemical Co., Ltd., the Chairman of the Board ofDirectors of the Company, Executive Director of Jiangsu Anpon ElectrochemicalCo., Ltd., Chairman of Directors and Party Secretary of China NationalAgrochemical Co., Ltd. Currently, he serves also as a Director and the ExecutiveVice President of Adama Solutions, Executive Director and General Manager ofAdama (China) Investment Co., Ltd., Vice President of Syngenta Group ModernAgricultural Technology Co., Ltd..As of the date of this Announcement, Mr. An Liru does not directly or indirectlyhold any of the Company’s shares. Save as disclosed herein, Mr. An has norelationship with any shareholders holding more than 5% of the Company’s shares,the actual controllers, or other directors, supervisors and senior executives of theCompany.Mr. An has not been subject to any punishment imposed by the CSRC and the SZSEand does not fall under any of the circumstances stipulated in Article 3.2.2 of theGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1: Standardized Operation of Main Board Listed Companies. Mr.An is not a judgement debtor subject to enforcement and meets all the qualificationsset under the applicable laws and regulations.Independent Director
1. Ge Ming
Mr. Ge Ming, Chinese, born in 1951, obtained a master’s degree in westernaccounting from the Research Institute of Fiscal Science attached to Ministry ofFinance of the PRC. He is a certified Chinese public accountant and an Australiancertified public accountant.Mr. Ge Ming currently serves as an independent director on the boards of ChinaTourism Group Duty Free Corporation Limited, AsiaInfo, GAC Aion New EnergyAutomobile Co., Ltd. and Apollobio Corp. He currently also serves on thesupervisory boards of Taikang Insurance Group Inc., Bank of Shanghai, andTencent Foundation, and serves as the executive director and general manager ofBeijing Huaming Fulong Accounting Consulting Co., Ltd.
Mr. Ge Ming previously served as the chairman and chief accountant of Ernst &Young Hua Ming Certified Public Accountants Firm, and as the managing partner,chief accountant and senior advisor of Ernst & Young Hua Ming Certified PublicAccountants (special general partnership). Mr. Ge Ming has not worked in thecontrolling shareholder and the actual controller of the Company before. SinceNovember 2020, Mr. Ge Ming has been an independent director of the Company.As of the date of this Announcement, Mr. Ge Ming does not directly or indirectlyhold any of the Company’s shares. Mr. Ge has no relationship with any shareholdersholding more than 5% of the Company’s shares, the actual controllers, or otherdirectors, supervisors and senior executives of the Company.Mr. Ge has not been subject to any punishment imposed by the CSRC and the SZSEand does not fall under any of the circumstances stipulated in Article 3.2.2 of theGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1: Standardized Operation of Main Board Listed Companies. Mr.Ge is not a judgement debtor subject to enforcement and meets all the qualificationsset under the applicable laws and regulations.
2. Yang Guangfu
Mr. YANG Guangfu, a PRC citizen born in 1970, holds a title of PhD in pesticidescience.He is the recipient of National Outstanding Youth Science Fund, and he is alsohonored as a leading talent in science and technology innovation of the “TenThousand Talents Plan” of the Organization Department of the CentralCommitment of the CPC, the Innovation Team Leader of the Ministry of Education,the National Model Teacher and one of the National Outstanding Scientific andTechnological Professionals, etc.Starting his career life in July 1997, Yang has successively served as lecturer,associate professor and professor in the Institute of Pesticide Chemistry of CentralChina Normal University. He also held positions including dean and professor forthe School of Chemistry as well as the assistant to the President of the University,etc.He is currently a professor, doctoral supervisor, deputy director of the AcademicCommittee of the University, director of the National Key Laboratory of GreenPesticide (based at the University), director of International Joint Research Center
for Intelligent Biosensor Technology and Health, and director of the PesticideEngineering Research Centre of Hubei Province.Additional academic appointments of Professor Yang include Member of the 5thand 6th Chemistry and Chemical Engineering Department of the Science andTechnology Committee of the Ministry of Education, Member of the PesticideIndustry Development Guidance Expert Group of the Ministry of Agriculture andRural Development, Fellow of the Chinese Chemical Society, Director of theChinese Plant Protection Society, Deputy Director of the Agricultural ChemistryCommittee of the Chinese Chemical Society, Member of the Chemical BiologyCommittee of the Chinese Chemical Society, Member of the Pesticide Committeeof the Chinese Society of Chemical Engineering, Vice President of the Hubei PlantProtection Society, and so on.Since December 2023, Professor Yang has been an independent director of theCompany. Professor Yang has not held any positions of director of the board,supervisor or senior executive in other organizations in the last five years.As of the date of this Announcement, Mr. Yang Guangfu does not directly orindirectly hold any of the Company’s shares; he does not work for any shareholdersholding more than 5% of the Company’s shares and the actual controller. Mr. YangGuangfu has no relationship with any shareholders holding more than 5% of theCompany’s shares, the actual controllers, or other directors, supervisors and seniorexecutives of the Company.Mr. Yang Guangfu has not been subject to any punishment imposed by the CSRCand the SZSE and does not fall under any of the circumstances stipulated in Article
3.2.2 of the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervisionof Listed Companies No.1: Standardized Operation of Main Board ListedCompanies. Mr. Yang Guangfu is not a judgement debtor subject to enforcementand meets all the qualifications set under the applicable laws and regulations.