Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2022-7
ADAMA Ltd.
Announcement of Resolutions of the 9th
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 9th Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via circulation of the resolution on
March 29, 2022 following notifications sent to all the directors by email of March 18,
2022. Before the meeting, the Company’s 8th Meeting of the 9th Session of the Board
of Directors discussed the relevant proposals by video conference. 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 resolutions were deliberated and adopted:
1. Proposal on the 2021 Annual Report and its Abstract
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the 2021 Annual Report and its Abstract disclosed on March
31, 2022.
This proposal is subject to the approval of the Shareholders.
2. Proposal on the 2021 Financial Statements
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This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the relevant sections of the 2021 Annual Report disclosed on
March 31, 2022.
This proposal is subject to the approval of the Shareholders.
3. Proposal on the Pre-Plan of the 2021 Dividend Distribution
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net
profit attributable to shareholders of the Company is RMB 163,313,000. Since no profit
is required to be transferred to statutory surplus reserve (as 10% of the Company’s 2021
net profit on a standalone basis is RMB 0), profit available for distribution for the year
2021 is RMB 163,313,000.
The proposal for profit distribution for the year 2021 is a distribution of 10% of the total
profit available for distribution, as follows:
On the basis of 2,329,811,766 total outstanding shares of the Company as at February
28, 2022, to distribute RMB 0.08 (including tax) per 10 shares as cash dividend to all
shareholders, resulting in a total cash dividend of RMB18,638,494.13 (including tax).
No shares shall be distributed as dividend and no reserve shall be transferred to equity
capital.
If, after the disclosure of the profit distribution plan and prior to the implementation of
the profit distribution plan, the Company’s total share capital changes due to issuance
of new shares, share repurchase, exercise of share option incentives, convertible bonds
conversion and other reasons, the profit distribution plan shall be adjusted according to
the principle of “adjusting the total amount of distribution without changing the
distribution ratio”, and the specific amount shall be subject to the actual distribution
situation.
The profit distribution plan conforms to the profit distribution policy stipulated in the
Articles of Association of the Company, and there is no significant difference between
the cash dividend level of the Company and the average level of listed companies in the
agrochemical industry.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
4. Proposal on the Self-Assessment report on the 2021 Internal Control of the
Company
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This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
5. Proposal on the 2021 Working Report of the Board of Directors
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the relevant content of the 2021 Annual Report disclosed on
March 31, 2022.
This proposal is subject to the approval of the Shareholders.
6. Proposal on the 2021 Risk Appraisal Report of ChemChina Finance Co., Ltd.
and the 2021 Risk Appraisal Report of Sinochem Finance Co., Ltd.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the reports disclosed on March 31, 2022.
7. Proposal on the Remuneration of Senior Executives
The Board hereby approved the 2021 annual performance review of the Company’s
senior executives and their 2021 remuneration as well as awards granted in accordance
with short and long-term incentive plans of the Company and Syngenta Group, all
made according to the Remuneration Policy for Senior Executives in ADAMA Ltd.
published on February 22, 2019.
The related director Mr. An Liru refrained from the vote. This proposal was passed with
4 affirmative votes, 0 negative vote, and 0 abstention.
8. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2022
The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants LLP
(hereinafter referred to as “Deloitte”) as the auditor of the Company for the 2022 annual
financial reports and the 2022 annual internal control of the Company. Upon the
subsequent authorization of the Shareholders, the corresponding expenditures with
respect to such auditing services will be approved by the Board of Directors and
Deloitte. For details of Deloitte, please refer to the announcement disclosed on March
31, 2022.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
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9. Proposal on Bank Loans for the Working Capital of Jingzhou Site
Based on the Company’s business and development plans, the Board of Directors
approved that the Company will apply for credit lines for the year 2022, including but
not limited to loans, bank acceptance bills, trade finance and domestic letters of credit
from banks to meet the Company’s operation demands.
The Board of Directors further authorized any director, the President and CEO of the
Company or anyone authorized by him, to deal with the issues related to the above
loans and sign the relevant legal documents.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
10. Proposal on Providing Guarantees in Favor of the Company’s Subsidiaries
The Company agreed to provide joint liability guarantees in favor of the financing
banks that is to provide loans to its wholly-owned subsidiaries ADAMA Anpon
(Jiangsu) Ltd. and Hubei Sanonda Foreign Trade Co., Ltd. as well as the Company’s
controlled subsidiary Adama Huifeng (Jiangsu ) Ltd..
For details, please refer to the Announcement on Providing Guarantees in Favor of the
Company’s Subsidiaries disclosed on March 31, 2022.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
11. Proposal on the Expected Related Party Transactions in the Ordinary Course
of Business in 2022
The related-directors Mr. Erik Fyrwald and Mr. Chen Lichtenstein refrained from the
vote. This proposal was passed with 3 affirmative votes, 0 negative votes and 0
abstentions. This proposal is subject to the approval of the Shareholders.
For details, please refer to the Announcement on the Expected Related Party
Transactions in the Ordinary Course of Business in 2022 disclosed on March 31, 2022.
12. Proposal on the Special Report on the Deposit and Actual Use of the Raised
Funds in 2021
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the report disclosed on March 31, 2022.
13. Presenting of the 2021 Working Reports of the Independent Directors
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After the review of the above proposals, 2021 Working Reports of the Independent
Directors were presented to the meeting.
14. Proposal on Calling for the 2021 Annual General Meeting
The Board of Directors called for the 2021 Annual General Meeting to be held on April
21, 2022, at which a vote will be conducted by a combination of on-site votes and
online votes, to consider proposals 1 to 5, proposal 8, proposal 11, proposal 17, and
proposal 1 approved by the 4th meeting of the 9th session of the Board of Supervisors.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
15. Proposal on Revisions to the Information Disclosure Management Rules of
ADAMA Ltd.
The Board of Directors approved to revise the Information Disclosure Management
Rules of the Company. For details, please refer to the Information Disclosure
Management Rules of ADAMA Ltd. disclosed on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
16. Proposal on Revisions to the Insider Registration Management Rules of
ADAMA Ltd.
The Board of Directors approved to revise the Insider Registration Management Rules
of the Company. For details, please refer to the Insider Registration and Management
Rules of ADAMA Ltd. disclosed on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
17. Proposal on Revisions to the Related-party Transactions Management Rules
of ADAMA Ltd.
The Board of Directors approved to revise the Related-party Transactions Management
Rules of the Company. For details, please refer to the Related-party Transactions
Management Rules of ADAMA Ltd. 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.
18. Proposal on the Disposal of Assets located at the Company’s Huai’an Site
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The Board approved the Application by the Company for the Disposal of relevant
Assets at Huai’an Site. The Company shall carry out relevant work, such as asset
appraisal, dismantling and disposal, with the premise of abiding by the regulations on
the supervision and administration of state-owned assets and the Listing Rules of the
Shenzhen Stock Exchange.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
The Company’s independent directors provided independent opinions on proposal 3,
proposal 4, proposals 6 to 8, proposal 11 and proposal 12. The detailed opinions were
disclosed on the website of Juchao Information (http://www.cinfo.com.cn) on March
31, 2022.
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 31, 2022
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