Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-13



                                      ADAMA Ltd.
             Announcement of the Resolutions of the 23rd
       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 23rd 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 on
     March 24, 2020 following notifications to all the directors by email. 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:

     1. Proposal on Nominations of Non-Independent Directors of the 8th Session of
        the Board of Directors

     China National Agrochemical Co., Ltd. (“CNAC”) is intending to transfer its direct
     ownership stake in the Company to Syngenta Group Co., Ltd., CNAC’s newly formed,
     wholly-owned subsidiary, which will include ADAMA, Syngenta AG and Sinochem’s
     agriculture-related activities (“Syngenta Group”) (for details, please refer to the
     Acquisition Report disclosed by the Company on the website www.cninfo.com.cn on
     March 14th, 2020).

     The Syngenta Group is expected to become one of the world’s leading agriculture
     inputs companies, spanning crop protection, seeds, fertilizers, additional agricultural
     and digital technologies, as well as an advanced distribution network in China, reaching
     farmers nationwide. The Syngenta Group is being formed to further bolster the
     intra-Group collaboration, which is already generating both meaningful additional
     revenue through cross-sales as well as procurement and operational savings.
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In this context, and in order to support the alignment between the companies and
capitalize on the value creation and synergy opportunities identified, CNAC has
nominated Mr. Erik Fyrwald, the CEO of the new Syngenta Group and CEO and
Executive Director of its wholly-owned subsidiary Syngenta AG, as director of the
Company, replacing Mr. Yang Xingqiang, while Mr. Chen Lichtenstein, the former
President & CEO of the Company, and the Syngenta Group CFO as well as certain of
its subsidiaries including Syngenta AG, will remain in his position as director of the
Company, all as detailed below.

On March 24, 2020, the Board of Directors of the Company (hereinafter referred to as
the “Board”) received notice from Mr. Yang Xingqiang informing the Company of his
resignation from his position as director in the Company. Mr. Yang will no longer hold
any position in the Company after his resignation. According to the Company Law of
China, the Guidelines on the Normal Operation of the Listed Companies of Shenzhen
Stock Exchange and the Company’s Articles of Association, the resignation of Mr. Yang
will come into effect on the date the shareholders’ meeting elects a new director.

Mr. Yang confirms he has no disagreement with the Board. Mr. Yang’s resignation does
not involve any circumstances that should be brought to the attention of the
shareholders or the creditors of the Company.

(1) Nomination of Mr. Erik Fyrwald

As mentioned above, CNAC has nominated Mr. Fyrwald, the CEO of Syngenta Group
and CEO and Executive Director of its wholly-owned subsidiary Syngenta AG, to serve
as a director of the Company.

The Board acknowledges the potential conflict of interests that may arise due to Mr.
Fyrwald’s concurrent position as a director in the Company and his positions in
Syngenta Group and Syngenta AG. However, the Board is of the opinion that the
service of Mr. Fyrwald as a director in the Company is for the benefit of the Company,
as this will support the alignment between the Syngenta Group companies and
capitalize on the value creation and synergy opportunities identified, benefiting the
Company, while such appointment will subject him to fiduciary duties towards the
Company, which he otherwise would not bear.

Therefore, in accordance with the Company Law of China, the Board approves the
nomination of Mr. Fyrwald to serve as a director of the Company as proposed by
CNAC, the controlling shareholder of the Company, starting from the date of approval
by the shareholders’ meeting (requiring also the approval of a majority of the votes held
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by all the minority shareholders present at such shareholders’ meeting) and until the
expiration of the 8th session of the Board.

Furthermore, and in accordance with the Company Law of China and the Articles of
Association of the Company, the Board approves the submission of Mr. Fyrwald’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 minority shareholders
present at such shareholders’ meeting.

The Board further confirms the election of Mr. Fyrwald as the Chairman of the Board
following his election as a director by the shareholders’ meeting.

The Board highly values and deeply appreciates the significant contribution Mr. Yang
made to the Company during his successful tenure, and sincerely thanks him for his
service.

(2) Mr. Chen Lichtenstein’s continued service

In the context of the formation of the Syngenta Group as described above, Mr. Chen
Lichtenstein, a current director and former President and CEO of the Company, has
taken the position of CFO of Syngenta Group (with responsibility also for Strategy and
Integration) as well as of certain of its subsidiaries, including Syngenta AG.

The Board acknowledges the potential conflict of interests that may arise due to Mr.
Lichtenstein’s concurrent position as a director in the Company and his position as CFO
of Syngenta Group and of certain of its subsidiaries, including Syngenta AG. Yet, the
Board is of the opinion that the service of Mr. Lichtenstein as a director in the Company
is for the benefit of the Company as it will support the alignment between the Syngenta
Group companies and capitalize on the value creation and synergy opportunities
identified, while such service will subject him to fiduciary duties towards the Company,
which he otherwise would not bear.

Therefore, according to the Company Law of China and the Articles of Association of
the Company, the Board approves the nomination of Mr. Lichtenstein to continue to
serve as a director of the Company, subject to the approval of the Company’s
shareholders’ meeting, requiring also the affirmative vote of the majority of the votes
held by all the minority shareholders present at such shareholders’ meeting.

This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.


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This proposal needs to be submitted to the shareholders’ meeting for approval,
requiring also the affirmative vote of the majority of the votes held by all the minority
shareholders present at such shareholders’ meeting.

2. Proposal on Calling for the 2nd Interim Shareholders Meeting of 2020

The Board of Directors calls for the 2nd interim shareholders meeting of 2020 to be held
on April 9, 2020, at which a voting will be conducted by a combination of on-site votes
and online votes, to consider the Proposals 1.

This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.

The Company’s independent directors provided independent opinions on proposals
No.1. 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.

                                                                        March 25, 2020




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Appendix -Profile of Nominees of Director

1. Profile of Mr. Erik Fyrwald

Mr. Erik Fyrwald, American, is currently the CEO of Syngenta Group, CEO and
Executive Director of Syngenta AG and Chairman of Syngenta Foundation for
Sustainable Agriculture. He currently also serves on the board of directors of CropLife
International, the Swiss-American Chamber of Commerce and the listed entities Bunge
Limited and Eli Lilly & Company.

Mr. Erik Fyrwald previously served as President and CEO of Univar, a leading
distributor of chemistry and related services, President of Ecolab, a cleaning and
sanitation, water treatment, and oil and gas products and services provider, and
Chairman, President and CEO of Nalco, a water treatment and oil and gas products and
services company, and Group Vice President of the Agriculture and Nutrition Division
of the DuPont Company.

He graduated from the University of Delaware with a bachelor’s degree in Chemical
Engineering and completed the Advanced Management Program at Harvard Business
School.

Mr. Erik Fyrwald does not directly or indirectly hold Company’s shares. Save as
disclosed herein, Mr. Erik Fyrwald 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. Erik Fyrwald has not been subject to any punishment imposed by the CSRC and the
SZSE and he does not fall under any of the circumstances stipulated in Article 3.2.3 of
the Guidelines for the Standard Operation of Listed Companies issued by the SZSE. Mr.
Erik Fyrwald is not a dishonest person subject to enforcement and meets all the
qualifications set under the applicable laws and regulations.

2. Profile of Mr. Chen Lichtenstein

Mr. Chen Lichtenstein, Israeli, currently serves as a Director of the Company and its
fully-owned subsidiary Solutions, and CFO of the Syngenta Group (with responsibility
also for Strategy and Integration) as well as of certain of its subsidiaries, including
Syngenta AG.

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He holds joint doctoral degrees from Stanford University’s Graduate School of
Business and School of Law, and B.Sc. (Physics) and LL.B. from the Hebrew
University of Jerusalem.

 Mr. Lichtenstein previously served as the President & CEO of the Company and its
fully owned subsidiary Solutions, after holding several executive positions in Solutions
(deputy CEO, heading corporate development and capital market activities and running
global operations) and the CEO of China National Agrochemical Co., Ltd.

Mr. Chen Lichtenstein does not directly or indirectly hold Company’s shares. Save as
disclosed herein, Mr. Chen Lichtenstein 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. Chen Lichtenstein has not been subject to any punishment imposed by the CSRC
and the SZSE and he does not fall under any of the circumstances stipulated in Article
3.2.3 of the Guidelines for Standard Operation of Listed Companies issued by the SZSE.
Mr. Chen Lichtenstein is not a dishonest person subject to enforcement and meets all the
qualifications set under the applicable laws and regulations.




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