安道麦B:第八届董事会第十三次会议决议公告(英文版)2019-03-30
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-21
ADAMA Ltd.
Announcement of Resolutions of the 13th
Meeting of the 8th 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 13th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via circulation of the resolution
and the related documents on March 29, 2019 following notifications to all the directors
by email. Five directors were entitled to participate in the circulation and five directors
participated.
The meeting complies with all relevant laws and regulations as well as the Articles of
Association of the Company. The following resolution was deliberated and adopted:
1. Proposal on an External Guarantee in a Related Party Transaction
Considering
(1) On March 19, 2019, China National Agrochemical Co., Ltd. (“CNAC”),
CNAC International Company Limited and the Company entered into an
Equity Interest Transfer Agreement (“SPA”), according to which the
Company shall acquire 100% of the equity interests in Jiangsu Anpon
Electrochemical Co., Ltd. (“Anpon” and the “Transaction”);
1
(2) Anpon has previously provided a limited amount joint liability guarantee to the
Industrial and Commercial Bank of China Limited, Xuyi Branch (the “Bank”),
to ensure the repayment of loans provided to a subsidiary of the Company’s
controlling shareholder by the Bank (the “Guarantee Contract”).
(3) CNAC is currently negotiating with the Bank with respect to replacement of
the guarantor under the Guarantee Contract, as the result of which CNAC will
become the guarantor under the Guarantee Contract in the place of Anpon. As
of the date of this announcement, all internal approval procedures of CNAC
with regard to the above-mentioned replacement have been completed; and the
corresponding internal approval procedures of the Bank are in process.
(4) As such, the Company’s controlling shareholder, CNAC, provided the
Company with an undertaking in which it commits to indemnify the Company
and/or Anpon and keep them harmless from any loss suffered by either due to
the existence, amendment, performance or termination of the Guarantee
Contract and any other negative impact due to the delay in the settlement
thereof.
Therefore, the Board of Directors approves that Anpon, post Transaction, will
continue performing its obligations under the Guarantee Contract until the
Bank completes its internal procedures to settle the Guarantee Contract.
The related-directors Yang Xingqiang and An Liru refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention.
This proposal subjects to the approval of shareholders of the Company.
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 30, 2019
2