安道麦B:第九届董事会第三十二次会议决议公告(英文版)

【摘要】StockCode:000553(200553)StockAbbreviation:ADAMAA(B)AnnouncementNo.2024-14ADAMALtd.AnnouncementoftheResolutionofthe32ndMe...

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-14
                    ADAMALtd.

        Announcement of the Resolution of the 32nd

    Meeting of the 9th Session of the Board of Directors

      The Company and all members of its Board of Directors hereby confirm that all

      information disclosed herein is true, accurate and complete with no false or

      misleading statement or material omission.

    The 32nd Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.

    (hereinafter referred to as the “Board” and the “Company”) was held via circulation of

    theresolution on April 3rd, 2024 followingnotifications sent to allthedirectorsbyemail

    on April 2nd, 2024 (With the unanimous consent of all the directors, the notice time

    limit of this meeting is exempted). Five directors were entitled to participate in the

    circulation and five directors participated.

    The meeting complied with all relevant laws and regulations as well as the Articles of

    Association of the Company. The following resolution was deliberated and adopted:

    1. Proposal on the Nomination of a Non-Independent Director of the 9th Session

        of the Board of Directors

    The Board recently received notice from Mr. Erik Fyrwald informing the Company of

    his resignation from his position as a director in the Company and accordingly from his

    position as the member of the Strategy Committee of the Board, due to arrangements

    of Syngenta Group.According to the Company Law of China, Guidelines of Shenzhen

    Stock Exchange on Self-discipline Supervision of Listed Companies No.1:

    Standardized Operation of Main Board Listed Companies, and the Company'sArticles

    of Association, the resignation of Mr. Erik Fyrwald will take effect on the date a new

    directoris electedbytheshareholdersmeeting.Mr. Erik Fyrwald has agreedtocontinue


to act as a director and perform his duties in the special committees of the Board until
a newly elected director takes office, in accordance with applicable laws and
administrative regulations as well as the Company's Articles ofAssociation.

Mr. Erik Fyrwald has confirmed that he has no disagreement with the Board and his
resignation does not involve any circumstances that should be brought to the attention
of the Company’s shareholders or the creditors of the Company.

The Board highlyvalues and appreciates the contribution Mr. Erik Fyrwald made to the
Company during his successful tenure, and sincerely thanks him for his service.

(1) Nomination of Mr. Liu Hongsheng

According to the Company Law of China and the Company's Articles of Association,
theCompany’s controllingshareholders,SyngentaGroupCo.,Ltd.(hereinafterreferred
to as "SG"), has nominated Mr. Liu Hongsheng to serve as a non-independent director
of the Company, starting from the date of approval by the shareholders’ meeting and
until the expiration of the 9th session of the Board.

On the same day, the Company received the Letter ofAdding a Temporary Proposal to
the 2023 Annual General Meeting from its controlling shareholder, Syngenta Group,
proposing to submit the Proposal on the Nomination of a Non-Independent Director of
the 9th Session of the Board of Directors to the Company's 2023 Annual General
Meeting for approval. This proposal complies with the provisions of the Company Law
of the People's Republic of China and theArticles ofAssociation of the Company. The
Board approves the submission of Mr. Liu Hongsheng’s nomination as a new proposal
to the Company's 2023 Annual General Meeting for their approval, requiring also the
affirmative vote of the majority of the votes held by all the shareholders present at such
shareholders’meeting.

The Board further confirms the appointment of Mr. Liu Hongsheng as the member of
the Strategy Committee of the Board, following his election as a director by the
shareholders meeting.


This proposal was reviewed and approved by the Nomination Committee of the Board
of Directors of the Company. After the completion of the election, the total number of
directors concurrently serving as the senior executive of the Company shall not exceed
half of the total number of directors of the 9th session of the Board of Directors. The
Company does not have any director as the employee representatives.

This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal shall be submitted to the shareholders’meeting for approval.

It is hereby resolved.

                                        Board of Directors of ADAMA Ltd.
                                                        April 8th, 2024

Appendix – Profile of the Nominee of the Non-Independent Director

Mr. Liu Hongsheng, born in 1966, with Chinesenationality,is currentlya senioradviser
of production and operation of Sinochem Holdings. He joined Sinochem Group in 2000
and held various positions in the logistics sector of Sinochem