Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-49
ADAMA Ltd.
Announcement of the Resolutions of the 6th
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 6th Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via video conference on December
22, 2021 following notifications sent to all the directors by email on December17, 2021.
Five directors were entitled to attend the meeting and five directors attended.
The meeting complies 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 2022 Work Plan
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
2. Proposal on the Signing of a Financial Service Agreement with Sinoche m
Finance Co., Ltd.
Following approval of the 26th Meeting of the 8th Session of the Board of Directors on
August 19, 2020, and of the 3rd Interim Shareholders Meeting in 2020 on September 7,
2020, the Company and its wholly-owned subsidiary, ADAMA Anpon (Jiangsu) Ltd.
(hereinafter referred to as “Anpon”) renewed the Financial Service Agreement with
ChemChina Finance Co., Ltd. (hereinafter referred to as "the Original Agreement") in
September, 2020, for a three-year term.
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According to the Original Agreement, ChemChina Finance Co., Ltd. provides relevant
financial services to the Company and Anpon, including deposits (accumulated daily
maximum deposit balance and interest of not more than RMB 400 million in principle),
clearance, credit (accumulated annual credit lines not exceeding RMB 900 million) and
other relevant financial services approved by the China Banking and Insurance
Regulatory Commission.
Following the completion of the equity transfer of China National Chemical
Corporation Ltd. and Sinochem Group Co., Ltd. to Sinochem Holdings Corporation
Ltd. (hereinafter referred to as “Sinochem Holdings”), to further meet the management
and development needs of Sinochem Holdings, optimize the financial management of
the Company, improve the efficiency of its capital use, and reduce financing costs and
risks, the Company intends to sign a Financial Service Agreement (hereinafter referred
to as "Financial Service Agreement") with Sinochem Finance Co., Ltd. (hereinafter
referred to as the "Finance Company"), according to which the Finance Company shall
provide relevant financial services to the Company and its subordinate member
companies, including deposits (accumulated daily maximum deposit balance and
interest of not more than RMB 1.5 billion in principle), clearance, credit (accumulated
credit lines not exceeding RMB 2 billion) and other relevant financial services
approved by the China Banking and Insurance Regulatory Commission (hereinafter
referred to as the "Transaction"). The Financial Service Agreement shall be for a
three-year term. After the conclusion and entry into force of the Financial Service
Agreement, the Company shall sign a termination agreement with ChemChina Finance
Co., Ltd. to terminate the Original Agreement. The Transaction constitutes a related
party transaction.
For details, please refer to the Announcement on the Signing of a Financial Service
Agreement with Sinochem Finance Co., Ltd., constituting a related-party transaction
disclosed on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Company’s shareholders.
3. Proposal on the Risk Appraisal Report of Sinoche m Finance Co., Ltd.
For the purpose of securing the funds of the Company deposited with Sinochem
Finance Co., Ltd., the Company evaluated the business, qualifications, and the risk
status of Sinochem Finance Co., Ltd., and issued a Risk Appraisal Report.
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For details, please refer to the Risk Appraisal Report of Sinochem Finance Co., Ltd.
disclosed on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
4. Proposal on the Contingency Plan for Deposits at Sinoche m Finance Co., Ltd.
For the purpose of securing the funds of the Company deposited with Sinochem
Finance Co., Ltd., the Company has formulated the Contingency Plan for Deposits at
Sinochem Finance Co., Ltd..
For details, please refer to the Contingency Plan for Deposits at Sinochem Finance Co.,
Ltd. disclosed on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
5. Proposal on Calling for the 1st Interim Shareholders Meeting in 2022
The Board of Directors calls for the 1st interim shareholders meeting to be held on
January 10, 2022, at which a vote will be conducted by a combination of on-site votes
and online votes, to consider the abovementioned proposal 2.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
The Company’s independent directors provided independent opinions on proposals 2 to
4. The detailed opinions were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) with this announcement.
It is hereby announced.
Board of Directors of ADAMA Ltd.
December 24, 2021
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