Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-37
ADAMA Ltd.
Announcement of the Resolutions of the 26th
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 26th 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
the resolution on November 15, 2023 following notifications sent to all the directors by
email on November 14, 2023 (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 resolutions were deliberated and adopted:
of the Board of Directors
The Board recently received notice from Mr. Chen Lichtenstein 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 his resignation from Syngenta Group. Mr. Chen Lichtenstein will continue to act
as a director and perform his duties in the special committees of the Board until
November 30, 2023, in accordance with applicable laws and administrative regulations
as well as the Company's Articles of Association.
Mr. Chen Lichtenstein 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 highly values and appreciates the contribution Mr. Chen Lichtenstein made
to the Company during his successful tenure, and sincerely thanks him for his service.
(1) Nomination of Mr. Qin Hengde
According to the Company Law of China and the Company's Articles of Association,
the Company’s controlling shareholders, Syngenta Group Co., Ltd. (hereinafter referred
to as "SG"), has nominated Mr. Qin Hengde 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.
In accordance with the Company Law of China and the Company's Articles of
Association, the Board approves the submission of Mr. Qin Hengde’s nomination to the
Company’s shareholders 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. Qin Hengde as the member of the
Strategy Committee of the Board, following his election as a director by the
shareholders meeting.
The Company’s independent directors provided independent opinions on this proposal.
The detailed opinions were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) with this announcement.
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.
The Board called for the 2nd interim shareholders meeting to be held on December 1,
votes, to consider the above proposal 1.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
It is hereby resolved.
Board of Directors of ADAMA Ltd.
November 16, 2023
Appendix – Profile of the Nominee of the Non-Independent Director
Mr. Qin Hengde, Chinese, born in April 1970, master's degree, senior accountant, is the
Vice President and Chief Human Resources Officer of Syngenta Group Co., Ltd., the
Chairman of Winall Hi-tech Seed Co.,Ltd., the Chairman of Zhenda Xianjing (Shanghai)
Science and Technology Development Co., Ltd. as well as the Chairman and General
Manager of Syngenta Group Modern Agricultural Technology Co., Ltd. He joined in
work in August 1991 and served as deputy chief accountant of Hubei Hongqi Cable
Factory, chief accountant of SDIC YuanYi Industry Co.,Ltd., as well as deputy general
manager of investment management department of D'Long International Strategic
Investment Co.,Ltd.
Mr. Qin Hengde joined Sinochem in July 2004 and served as General Manager of
Business Development Department, Financial Controller, Deputy General Manager,
Executive Deputy General Manager, General Manager and the Party Secretary of
Sinochem International Corporation.
He previously served as the Party Secretary and President of Agricultural Division of
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, Party Secretary, General Manager
and Executive Director of Sinofert Holdings Limited, and General Manager and
Executive Director of Sinofert Company Limited as well as Chairman of Jiangsu
Yangnong Chemical Co., Ltd.
As of the date of this Announcement, Mr. Qin Hengde does not directly or indirectly
hold any of the Company’s shares. Save as disclosed herein, Mr. Qin Hengde has no
relationship with any shareholders holding more than 5% of the Company’s shares, the
actual controllers, or other directors, supervisors and senior executives of the Company.
Mr. Qin Hengde has not been subject to any punishment imposed by the CSRC and 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 Supervision of Listed
Companies No.1: Standardized Operation of Main Board Listed Companies. Mr. Qin
Hengde is not a judgement debtor subject to enforcement and meets all the
qualifications set under the applicable laws and regulations.
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