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公司公告

安道麦B:第九届董事会第五次会议决议公告(英文版)2021-10-28  

                        Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-44




                                   ADAMA Ltd.
              Announcement of Resolutions of the 5th
     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 5th Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.
   (hereinafter referred to as the “Company”) was held via on-site and video conference
   meeting on October 27, 2021 following notifications sent to all the directors by email
   on October 22nd, 2021. Five directors were entitled to attend the meeting and five
   directors attended.

   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 the Q3 2021 Report

   This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
   For details, please refer to the Q3 2021 Report disclosed on October 28, 2021.

   2. Proposal on Credit Facilities of $100m from the Related Party

   In order to expand the funding sources of the Company's wholly-owned subsidiary,
   Adama Agricultural Solutions Ltd. ("Solutions") (through one of its subsidiaries) is
   contemplating engaging in an agreement with Syngenta Group or any of its subsidiaries
   for the setting up of committed credit facilities of USD 100 million, ($50m-short term
   credit line; $50m-long term bullet loan), which constitutes a related party transaction.
   For details, please refer to the Announcement on Credit Facilities of $100m from the
   Related Party disclosed on October 28, 2021.



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The Company’s independent directors provided independent opinions on this proposal.
The detailed opinions were disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) on October 28, 2021.

The related directors, Mr. Erik Fyrwald and Mr. Chen Lichtenstein, refrained from
voting. This proposal was passed with 3 affirmative votes, 0 negative votes and 0
abstentions.

3. Proposal on Providing Guarantees in Favor of two Wholly-owned
   Subsidiaries

(1) According to the Proposal on Providing Guarantees in Favor of a Wholly-owned
Subsidiary approved by the 30th Meeting of the 8th Session of the Board and the
Proposal on Providing Guarantees in Favor of two Wholly-owned Subsidiaries
approved by the 33rd Meeting of the 8th Session of the Board, the Company provides
joint liability guarantees in favor of certain financing banks that provide annual loans to
ADAMA Anpon (Jiangsu) Ltd. (“Anpon”). In light of the actual needs of project loans
of Anpon, the Board approves to increase the guarantee amount with regard to two
project loans of the above-mentioned guarantees. The details are as follows.

                 Current                                             Amended
The Company intends to provide joint                The Company intends to provide joint
liability guarantees for the project loans of       liability guarantees for the project loans of
Anpon detailed below:                               Anpon detailed below:
Project loan which will not exceed RMB              Project loan which will not exceed RMB
264 million to be provided by Huai’an              250 million to be provided by Huai’an
South City Branch of Industrial and                 South City Branch of Industrial and
Commercial Bank of China;                           Commercial Bank of China;
Project loan which will not exceed RMB              Project loan which will not exceed RMB
42 million to be provided by Huai’an               60 million to be provided by Huai’an
Rural Commercial Bank                               Rural Commercial Bank

 (2) According to the Proposal on Providing Guarantees in Favor of two Wholly-owned
Subsidiaries approved by the 33rd Meeting of the 8th Session of the Board, the
Company provides joint liability guarantees in favor of the financing bank that provides
credit line to Hubei Sanonda Foreign Trade Co., Ltd. (“Foreign Trade Company”) with
the guaranteed amount not exceeding RMB 150 million. According to the actual
business needs of the Foreign Trade Company, the Board approves to transfer the
guarantees from the previous to the current financing bank. The details are as follows.

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                Current                                          Amended
The Foreign Trade Company, based on its          The Foreign Trade Company, based on its
operation needs, intends to apply to             operation needs, intends to apply to
Jingzhou Branch of Bohai Bank for a              Wuhan Branch of Bohai Bank for a
working capital loan which will not              comprehensive credit line which will not
exceed 150 million, with a term of one           exceed 150 million for bank acceptance
year. The Company intends to provide             bills, working capital loans, etc., with a
joint liability guarantees in favor of the       term of one year. The Company intends to
above financing bank that is to provide          provide joint liability guarantees in favor
loans to Foreign Trade Company.                  of the above financing bank that is to
                                                 provide credit line to Foreign Trade
                                                 Company.

For details, please refer to the Announcement on Providing Guarantees in favor of two
Wholly-owned Subsidiaries disclosed on October 28, 2021.

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



It is hereby announced.




                                                       Board of Directors of ADAMA Ltd.

                                                                          October 28, 2021




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