Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2026-5
ADAMA Ltd.
Announcement of Resolutions of the 18th
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 18th 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 26, 2026 following notifications sent to all the directors by email of March 20,
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 7 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the 2025 Annual Report and its Abstract disclosed on the
same day.
This proposal is subject to the approval of the Shareholders.
This proposal was passed with 7 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the relevant sections of the 2025 Annual Report disclosed on
the same day.
This proposal is subject to the approval of the Shareholders.
As audited by KPMG Huazhen LLP, the net profit attributable to shareholders of the
Company in its consolidated financial statements for 2025 was a loss of RMB
Based on the Company’s operating results of 2025 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 2025 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 2025 in its consolidated financial
statements was RMB 502,977,000, 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 2025 Dividend
Distribution disclosed on the same day.
This proposal was passed with 7 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
Company
This proposal was passed with 7 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
This proposal was passed with 7 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the 2025 Working Report of the Board of Directors disclosed
on the same day.
This proposal is subject to the approval of the Shareholders.
The related directors, Mr. Liu Hongsheng and Mr. An Liru, refrained from voting. This
proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For
details, please refer to the reports disclosed on the same day.
Statements and Internal Control of the Company for 2026
The Company intends to engage KPMG Huazhen LLP as the auditor of the Company
for the 2026 annual financial reports and the 2026 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 based on actual circumstances such as market
conditions, the Company's business scale, audit scope and workload and other related
factors.
For details, please refer to the Announcement on the Engagement of Accounting Firm
disclosed on the same day.
This proposal was passed with 7 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 7 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the reports disclosed on the same day.
Independent Directors
This proposal was passed with 7 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 the same day.
To optimize the debt structure and for management convenience, the Company intends
to consolidate multiple short-term credit facilities totaling USD 750 million previously
provided to Adama Fahrenheit B.V., an indirectly wholly-owned subsidiary of the
Company, by Syngenta Group (NL) B.V., a subsidiary of the Company's controlling
shareholder, Syngenta Group Co., Ltd., into a single credit arrangement, and to enter
into a new Facility Agreement (the “Transaction”) to replace the original facility
agreements. The Transaction constitutes a related party transaction.
For details, please refer to the Announcement on Consolidation of Credit Facilities
from the Related Party disclosed on the same day.
The related directors, Mr. Qin Hengde, Mr. Liu Hongsheng and Mr. An Liru, refrained
from voting. This proposal was passed with 4 affirmative votes, 0 negative vote and 0
abstention.
This proposal is subject to the approval of the Shareholders.
After the review of the above proposals, 2025 Working Reports of the Independent
Directors were presented to the meeting.
The Board of Directors called for the 2025 Annual General Meeting to be held on April
online votes, to consider proposals 1 to 5, proposal 7, and proposal 10.
This proposal was passed with 7 affirmative votes, 0 negative votes, and 0 abstentions.
The above proposals 1 to 4, proposals 7 and proposal 8 were reviewed and approved by
the Audit Committee of the Board of Directors of the Company.
The Company’s Specialized Meeting of Independent Directors was held to consider the
above proposal 3, proposal 6 and proposal 10 and issued approval opinion.
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 28, 2026
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