Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-46
ADAMA Ltd.
Announcement of the Resolutions of the 29th
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 29th 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 December 29, 2023 following notifications sent to all the directors by
telephone two days prior to the meeting. 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:
Rules, Liability Management Measures and External Donation Management
Measures
In order to improve the quality of listed companies and standardize the internal
operation of the Company, according to the relevant laws, regulations, normative
documents and other relevant provisions, and in combination with the actual situation
of the Company, the Board approved Salary Management Measures and three financial
management rules and measures, including External Guarantee Management Rules,
Liability Management Measures and External Donation Management Measures.
The rules and measures were disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) with this announcement.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
In order to strengthen the information communication between the Company and
investors as well as potential investors, to enhance their understanding and recognition
of the Company, and to promote the healthy interactive relationship, the Board
approved to revise the Management Policy of Investor Relations to improve the
integrity of the Company in accordance with laws, regulations, normative documents
and other relevant provisions and in light of the actual situation of the Company.
The policy was disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) with this announcement.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
and Management Agreement on Anhui Petro & Chemical
On December 31, 2021, an Entrusted Operation and Management Agreement
(hereinafter as “Agreement”)was signed by and between the Company and China
National Agrochemical Co., Ltd. (hereinafter as “CNAC”), according to which, during
the entrustment period, the Company shall be entrusted with the management rights
held by CNAC over Anhui Petroleum & Chemical Group Co., Ltd. (hereinafter as
“Anhui Petro & Chemical”) . The Company shall receive entrustment fees from CNAC,
the entrustment period under the Agreement shall be two years (as detailed in the
Announcement on Signing of an Entrusted Operation and Management Agreement with
a Related Party disclosed by the Company on January 4th, 2022).
The Board approved the Company and ADAMA (China) Investment Co., Ltd. to sign
Supplemental Agreement to the Entrusted Operation and Management Agreement
(“Supplemental Agreement”) with CNAC (“Transaction”). The Transaction constitutes
related-party transaction.
Main contents of the Supplemental Agreement are as follows:
（1）CNAC and the Company unanimously agree to extend the entrustment period
under the Agreement for one year until December 31, 2024.
（2） The entrustment fees for 2023 and 2024 shall be paid by CNAC to ADAMA
(China) Investment Co., Ltd.
（3）The Agreement shall, except as amended by the Supplemental Agreement, remain
in full force and effect.
The related directors, Mr. Qin Hengde and Mr. Erik Fyrwald, refrained from voting.
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
The Company’s independent directors preapproved on the above proposal. The detailed
opinions were disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) with this announcement.
It is hereby resolved.
Board of Directors of ADAMA Ltd.
December 30, 2023
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