Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-7
ADAMA Ltd.
Announcement of Resolutions of the 10th
Meeting of the 10th 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 10th Meeting of the 10th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via video and on-site conference
on March 12, 2025 following notifications sent to all the directors by email of March
The meeting complies with all relevant laws and regulations as well as the Articles of
Association of the Company. The following resolutions were deliberated and adopted:
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the 2024 Annual Report and its Abstract disclosed on March
This proposal is subject to the approval of the Shareholders.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the relevant sections of the 2024 Annual Report disclosed on
March 14, 2025.
This proposal is subject to the approval of the Shareholders.
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net
profit attributable to shareholders of the Company in its consolidated financial
statements for 2024 was a loss of RMB 2,903,204,000. The Company recorded a net
loss as its operating results for the year.
Based on the Company’s operating results of 2024 and according to the Articles of
Association of the Company, taking into account the actual operating and leveraging
situations, as well as future funding needs, to safeguard the sustainable development
and stable operation of the Company while considering the long-term interests of all
shareholders, the profit distribution proposal for the year of 2024 is as follows: No cash
or share will be distributed as dividend, and no reserve will be transferred to equity
capital. This profit distribution proposal is in line with the profit distribution policy
stipulated in the Company’s Articles of Association and its actual situation.
The retained earnings of the Company at the end of 2024 in its consolidated financial
statements was RMB 1,680,382,000, and that in its financial statement was RMB
working capital needs and execution of the Company’s development strategies. The
Company will continue to uphold the business philosophy of bringing returns to
investors, strictly regulate and improve the efficiency of the use of funds, and endeavor
to deliver returns to investors with a more active profit distribution plan.
For details, please refer to Announcement on the Pre-Plan of 2024 Dividend
Distribution disclosed on March 14, 2025.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
Company
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the 2024 Working Report of the Board of Directors disclosed
on March 14, 2025.
This proposal is subject to the approval of the Shareholders.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the reports disclosed on March 14, 2025.
The Board hereby approved the 2024 annual performance review of the Company’s
senior executives and their 2024 remuneration as well as awards, all made according to
the Remuneration Policy for Senior Executives in ADAMA Ltd. published on February
The related directors Mr. Liu Hongsheng and Mr. An Liru refrained from the vote. This
proposal was passed with 4 affirmative votes, 0 negative vote, and 0 abstention.
Audit Firm for the Audit of the Financial Statements and Internal Control of
the Company for 2025
Given that Deloitte Touche Tohmatsu Certified Public Accountants LLP has provided
audit services to the Company for eight consecutive years, in accordance with the
relevant provisions of the Administrative Measures on Selection and Engagement of
Accounting Firms by State-owned Enterprises and Listed Companies (Cai Kuai 2023
No. 4) issued by the Ministry of Finance, State-owned Assets Supervision and
Administration Commission of the State Council, and China Securities Regulatory
Commission, and in order to ensure the independence and objectivity of the audit, the
Company intends to engage KPMG Huazhen LLP as the auditor of the Company for
the 2025 annual financial reports and the 2025 annual internal control of the Company.
Upon the subsequent authorization of the Shareholders, the corresponding expenditures
with respect to such auditing services will be approved by the Company’s management
and KPMG Huazhen LLP.
For details, please refer to the Announcement on the Change of Accounting Firm
disclosed on March 14, 2025.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
the Performance of Supervision Duties by the Audit Committee
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the reports disclosed on March 14, 2025.
of Business in 2025
The related-directors Mr. Qin Hengde, Mr. An Liru and Mr. Liu Hongsheng refrained
from the vote. This proposal was passed with 3 affirmative votes, 0 negative votes and
For details, please refer to the Announcement on the Expected Related Party
Transactions in the Ordinary Course of Business in 2025 disclosed on March 14, 2025.
Independent Directors
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the Special Opinion on Self-examination of the Independence
of Independent Directors disclosed on March 14, 2025.
After the review of the above proposals, 2024 Working Reports of the Independent
Directors were presented to the meeting.
In order to strengthen the market value management, enhance the Company's
investment value, increase returns of investors and safeguard their interests, the Board
approved to formulate the Valuation Enhancement Plan.
For details, please refer to the Valuation Enhancement Plan of ADAMA Ltd. disclosed
on March 14, 2025.
This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.
Risk Hedging
In order to effectively regulate the hedging operation and to enable its function to mitigate
exchange rate and index risks in the production and operation of the Company, the Board
approved revisions to the Company’s original Exchange Rate Risk Hedging
Management Policy in accordance with the Shenzhen Stock Exchange Listing Rules,
Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed
Companies No.1: Standardized Operation of Main Board Listed Companies as well as
Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed
Companies No.7:Transactions and Related Party Transactions, and combined with the
actual situation of the Company. The name of the revised policy is Derivatives Hedging
Management Policy of ADAMA Ltd.
The policy was disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) with this announcement.
This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.
In order to offset the impact of foreign exchange rate and consumer price index (CPI)
fluctuations on the Company's financial indicators, the Board approves that the
Company and its subsidiaries conduct derivative hedging transactions for hedging
foreign exchange rate and CPI volatilities, which is for the purpose of hedging only.
The authorized transaction period shall commence from the date of its approval at the
Company's 2024 annual general meeting until the date of the next annual general
meeting. The maximum outstanding contract value of derivative transactions on any
single trading day shall not exceed USD 5 billion, and the transaction limits may be
recycled within the validity duration.
The Board proposes to the Company's shareholders to authorize the management and
its authorized persons to be specifically responsible for the implementation and
management of derivative hedging operations in accordance with the relevant
provisions of the Company's Derivatives Hedging Management Policy, including the
signing of relevant agreements and documents.
The Company has conducted a necessity and feasibility analysis of the derivative
hedging transactions and prepared the Feasibility Analysis Report on Derivatives
Hedging Transactions. At the same time, in order to respond to possible risk events in
the derivative hedging transactions and ensure the safety of the Company's funds and
the stability of its business, the Company has formulated the Emergency Plan for
Derivatives Hedging Transactions.
For details, please refer to the Announcement on Expected Derivatives Transactions for
Hedging, Feasibility Analysis Report on Derivatives Hedging Transactions disclosed
on the website of Juchao Information (http://www.cinfo.com.cn) on the same day.
This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.
This proposal is subject to the approval of the Shareholders.
The Board of Directors called for the 2024 Annual General Meeting to be held on April
votes, to consider proposals 1 to 5, proposal 8, proposal 10, and proposal 15, as well as
proposal 1 approved by the 4th meeting of the 10th session of the Board of Supervisors.
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
The above proposals 1 to 4, proposals 8, proposal 9 and proposal 15 were reviewed and
approved by the Audit Committee of the Board of Directors of the Company. The above
proposal 7 was reviewed and approved by the Remuneration and Appraisal Committee
of the Board of Directors of the Company.
The Company’s Specialized Meeting of Independent Directors was held to consider the
above proposals 3, 6, 10 and 15, and issued approval opinion.
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 14, 2025
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