ADAMA Ltd.
In 2025, the Board of Directors (the BOD) of Adama Ltd. (hereinafter referred to as
the “Company”) has strictly abided by the “Company Law”, “Shenzhen Stock
Exchange Stock Listing Rules”, and “Self-Regulatory Guidelines No. 1 for Companies
Listed in Shenzhen Stock Exchange - Standardized Operations of Main board Listed
Companies” and other relevant laws and regulations, implemented the regulatory
provisions of China Securities Regulatory Commission (CSRC) and the Shenzhen
Stock Exchange (SZSE), earnestly performed the duties entrusted by the Articles of
Association and the Rules of Procedure of the Board of Directors, and conscientiously
executed the resolutions passed by the shareholders' meeting in the spirit of being
responsible to all shareholders of the Company. During the reporting period, all
directors fulfilled their duties diligently and gave full play to their core role in
corporate governance. The work in 2025 is now reported as follows.
I. 2025 Business Review
Through 2025, channel inventory returned to pre-pandemic levels in most countries,
following crop protection demand recovery. Pricing pressures remain high, driven by
production over-capacity of active ingredients (AI). Crop commodity prices remain
stably low, while farmer profitability remains tight leading to just-in-time purchasing
patterns.
ADAMA continued to implement its Fight Forward transformation plan launched at
the beginning of 2024, promoting its goal to improve profit and cash performance.
The plan sharpened ADAMA’s focus on priority countries and products, optimized its
global assets and enhanced cost competitiveness, and established a more agile and
streamlined operating model.
Revenues for the full year were RMB 28.9 billion, a decline of approximately 2%
compared to the full year of 2024, following implementation of the Company’s
strategic decisions to optimize its portfolio and geographical presence and reduce
selling some basic chemical products, as well as under the impacts of extreme weather
conditions in some key countries. Despite lower sales, reported gross profits for the
full year increased by 13% and reported gross margin improved by 3 percentage
points, mainly reflecting the positive impacts of lower costs due to improved
operational efficiency and lower costs of inventory sold. Reported operating expenses
declined compared to 2024 under the positive impacts of the Fight Forward plan.
Reported net loss for the full year was reduced by 64% compared to 2024. In addition,
both operating and free cash flow improved significantly, attributed to better
collection and continued investment optimization.
For detailed analysis about the Company’s performance in 2025, please refer to the
www.cninfo.com.cn.
II. Work of the Board of Directors
(I) Build-up of the Board of Directors
In 2025, in line with the latest regulatory policies of the China Securities Regulatory
Commission (CSRC) and the Shenzhen Stock Exchange, the Company amended its
Articles of Association and the appendices thereto. Under the amended Articles, the
board of directors shall consist of seven directors, including one employee director.
The Company will no longer have a supervisory board and instead, the audit
committee shall exercise the supervisory powers and functions of a supervisory board
as stipulated in the Company Law.
Pursuant to the Articles of Association, the Company convened an employees’
representatives meeting, at which Mr. Niu Limin was elected as the employee
representative director of the tenth Board of Directors. Together with the three
non? independent directors and three independent directors previously elected by the
shareholders’ general meeting, he forms the seventh? member of the tenth session of
the board of directors of the Company.
(II) Convention of Board Meetings
In 2025, the Company held a total of eight board meetings, at which 43 resolutions
were considered and approved and none was rejected. The details of the meetings are
as follows:
Number of Convening Disclosure
Meeting Resolutions
Sessions Date Date
The meeting reviewed and approved:
Abstract
Distribution
the 2024 Internal Control of the Company
Board of Directors
Sinochem Finance Co., Ltd.
Executives
and the Engagement with an Audit Firm for
the Audit of the Financial Statements and
The 10th Internal Control of the Company for 2025
Meeting of 9. Proposal on the Report on Performance
the 10th March 12, March 14, Evaluation of Audit Firm in 2024 and the
Session of 2025 2025 Performance of Supervision Duties by the
the Board of Audit Committee
Directors 10. Proposal on the Expected Related Party
Transactions in the Ordinary Course of
Business in 2025
Self-examination of the Independence of
Independent Directors
Enhancement Plan of the Company
Management Policy for Currency Risk
Hedging
Transactions for Hedging
General Meeting
The 2024 Working Reports of the Independent
Directors were also presented and reviewed during
the meeting.
The meeting reviewed and approved:
The 11th Responsibility Report
Meeting of 3. Proposal on Providing Guarantees in favor of
the 10th April 28, April 29, the Company’s Subsidiaries
Session of 2025 2025 4. Proposal on Bank Loans
the Board of 5. Proposal on Adjusting the Remuneration of the
Directors President and CEO
the Internal Auditing Department of the
Company
The 12th
The meeting reviewed and approved:
Meeting of
the 10th May 27, May 28,
Company’s Overseas Wholly-owned
Session of 2025 2025
Subsidiary
the Board of
Directors
The 13th
Meeting of
The meeting reviewed and approved:
the 10th June 12, June 13,
Session of 2025 2025
Matters of Senior Executives
the Board of
Directors
The meeting reviewed and approved:
The 14th 1. Proposal on the 2025 Semi-Annual Report and
Meeting of its Abstract
the 10th August 25, August 27, 2. Proposal on the 2025 Semi-annual Risk
Session of 2025 2025 Appraisal Report of Sinochem Finance Co.,
the Board of Ltd.
Directors 3. Proposal on the Adjustment to President and
CEO Remuneration Terms
The meeting reviewed and approved:
The 15th of the Company and its appendices
Meeting of 3. Proposal on Revisions to Implementation
the 10th October 28, October 30, Rules of the Special Committees of the Board
Session of 2025 2025 4. Proposal on Revisions to the Information
the Board of Disclosure Management Rules of ADAMA
Directors Ltd.
Wholly-owned Subsidiary to its Subsidiary
Agreement III to the Entrusted Operation and
Management Agreement on Anhui Petro &
Chemical
Shareholders Meeting in 2025
The 16th
Meeting of
the 10th December 1, December 2, The meeting reviewed and approved:
Session of 2025 2025 1. Proposal on the 2026 STI Change
the Board of
Directors
The meeting reviewed and approved:
Transactions in the Ordinary Course of
Business in 2026
Transactions for Hedging
The 17th
Disclosure Suspension and Exemption
Meeting of
Management Policy
the 10th December December
Session of 22, 2025 23, 2025
Policy for the Departure of Board Members
the Board of
and Senior Executives
Directors
Registration Management Rules
Transactions Management Rules
Rules
Shareholders Meeting in 2026
(III) Convention of the General Meetings of Shareholders
In 2025, the BOD, in accordance with the resolutions and authorization of the
shareholders’ general meeting, duly implemented the proposals approved by the
shareholders’ general meeting and completed all matters required to be handled
pursuant to such resolutions.
In 2025, the BOD called for 3 general meetings of shareholders to review 12
proposals. The procedures of the general meeting of shareholders all complied with
the prescribed requirements, and lawyers were engaged to ensure that all shareholders,
especially the minority shareholders, have exercised their rights to know, participate
and vote on major matters. Please see the details below.
Number of Convening
Consideration of Proposals
Sessions Date
First
Extraordinary
General January 3, 1. Proposal on Providing Guarantees by a Wholly owned
Meeting of 2025 Subsidiary to its Subsidiaries
Shareholders
in 2025
Control of the Company
Directors
April 7,
General Engagement with an Audit Firm for the Audit of the
Meeting Financial Statements and Internal Control of the Company
for 2025
Ordinary Course of Business in 2025
Supervisors
Hedging
Second
Extraordinary 1. Proposal to Amend the Articles of Association of the
General November Company and its appendices
Meeting of 11, 2025 2. Proposal on Providing Guarantees by a Wholly-owned
Shareholders Subsidiary to its Subsidiary
in 2025
(IV) Performance of Duties by Special Committees of the Board of Directors
Three special committees are set up under the BOD, namely the Audit Committee, the
Remuneration and Appraisal Committee and the Nomination Committee. In 2025, the
special committees of the BOD performed their duties in strict accordance with the
Articles of Association and the implementation rules of each special committee based
on the principle of diligence and responsibility, provided advisory opinions for the
decision-making of the BOD, and played a positive role in the standardized operation
and the scientific decision-making.
In 2025, the Audit Committee held five meetings to review periodical statements, the
appointment of audit institutions, internal control, internal audit, risk assessment of
the group finance corporation, profit distribution, hedging and other matters. It
effectively supervised the Company's financial status, strictly controlled risks, and
summitted all the proposals to the BOD after approval.
The Remuneration and Appraisal Committee held five meetings to review the
performance evaluation, the remuneration and policies of compensation and
incentives of the senior management of the Company, to ensure that relevant policies
are in line the transformation stage the Company is at.
The Nomination Committee didn’t hold any meetings in 2025 as there was no change
to board members or senior management.
(V) Performance of Board Members, including Independent Directors
All board members have fulfilled their duties conscientiously, exercised their powers
in accordance with the law, and taken a proactive interest in the Company’s
operational and management information, financial performance and significant
matters. They have engaged in thorough discussions on all proposals submitted to the
Board for consideration by expressing their views freely and offering suggestions on
operation and development, thereby ensuring sound decision-making and proper
governance.
In accordance with relevant provisions of the Company Law, the Measures for the
Administration of Independent Directors of Listed Companies and the requirements of
the Articles of Association and the Independent Director Policy, the independent
directors of the Company faithfully and diligently performed their duties, actively
paid attention to the operating and financial status, attended relevant meetings on time,
and carefully considered various proposals of the board of directors and special
committees. In 2025, the independent directors held five special meetings to consider
dividend distribution, related party transactions, hedging, the risk assessment report of
the group finance corporation, and bond buyback by a subsidiary, which were
submitted to the BOD for consideration after the approval of all independent directors.
Independent directors visited the operation sites and attended management meetings
to understand the business progress and industry trends. They exchanged ideas with
auditors on the audit work plans and other important issues, and earnestly performed
supervisory duties. They also participated in the annual report performance roadshow
to understand investors’ concerns and demands for the Company.
In 2025, the meeting participation of independent directors is as follows:
Participation of independent directors in BOD meetings and shareholders' meetings in 2025
Name of Number of Board Actual number of
meetings to be board meetings Attendance at general meetings
Director attended attended
Ge Ming 8 8 3
Yang Guangfu 8 8 3
Huang Jingsheng 8 8 3
Pursuant to the “Remuneration Scheme for Non-Independent Directors” approved
by the Company’s shareholders’ meeting (Announcement of the Resolutions of the
First Extraordinary General Meeting of Shareholders for 2018, No. 2020-7), any
non-independent director holding management positions within the Company and/or
any of its subsidiaries shall receive remuneration commensurate with his or her
management position and shall not separately collect other remuneration for the
directorship of the board. And the relevant performance appraisals have been
completed. Pursuant to the “Proposal on the Remuneration of Independent Directors”
approved by the Company’s shareholders’ meeting (Announcement of Resolutions of
the First Extraordinary General Meeting of Shareholders for 2020, No. 2018-11),
independent directors shall receive allowances from the Company and shall not be
entitled to any salary.
(VI) Information Disclosure and Management of Insider Information
In 2025, in accordance with the latest regulatory policies of CSRC and SZSE, the
Company revised its Administrative Measures for Information Disclosure and the
Registration and Management Policy of Insider Information, and formulated the
Administrative Measures for Postponement and Exemption of Information Disclosure.
The Company strictly fulfils its information disclosure obligations in accordance with
the relevant information disclosure provisions of CSRC and SZSE, as well as the
requirements of the Company’s Administrative Measures for Information Disclosure,
and continuously enhances the quality of its information disclosure. In 2025, it
released a total of 93 periodical statements and interim reports, and most
announcements were disclosed in Chinese and English to truly, accurately and
completely disclose major events and production and business information. Moreover,
the Company strictly and effectively implemented the Registration and Management
Policy of Insider Information, registered and reported insider information according to
law, strengthened insider information management, standardized information
transmission process, strengthened employees' awareness of confidentiality and
compliance, and strictly prevented insider trading.
(VII) Investor Relations Management
The BOD of the Company attaches great importance to investor relations
management, pays close attention to investors’ opinions and the Company’s market
value, and strengthens communication with the capital market through multiple
platforms and channels. In 2025, the BOD considered and approved the Valuation
Enhancement Plan, which is based on improving the quality of the Company’s
business, focuses on the implementation of the Company’s Fight Forward
transformation plan, and aims to enhance market recognition of the Company’s value
by strengthening investor communication and improving information disclosure,
among other measures.
In 2025, the Company proactively held four public performance online roadshows,
through which it communicated the Company’s value in a comprehensive and
objective manner, and was granted the Best Practice Award for 2024 Annual Results
Online Roadshow of Listed Companies by the China Association for Public
Companies during the reporting period. In addition, the Company maintained close
communication with investors by participating in online group reception events and
brokers’ strategy meetings, and by receiving investor visits and research.
III. Focus of the BOD in 2026
In 2026, the BOD will continue to be responsible to all shareholders, with the goal of
building a high-quality listed company, faithfully and diligently perform its duties,
actively play its core role in business operations and corporate governance, supervise
the management to effectively carry out the 2026 Work Plan and consolidate the
results of the “Fight Forward” transformation plan, promote value realization with
innovation as the fundamental driving force, and comprehensively improve
management quality. While leading the management to continuously enhance the
quality of the Company’s operations, the BOD will place a particular emphasis on
shareholder returns, continuously improving the standard of information disclosure
and strengthening investor relations management, so as to promote a reasonable
reflection of the Company’s investment value in light of its fundamentals. In addition,
the BOD will further refine various corporate governance systems in accordance with
the latest regulatory and operational requirements, enhance the level of internal
control and management, and ensure that the Company remains in compliant
operation.
Board of Directors
of ADAMA Ltd.
March 26, 2026
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