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公司公告

安道麦B:第九届董事会第三十二次会议决议公告(英文版)2024-04-08  

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-14




                                       ADAMA Ltd.
             Announcement of the Resolution of the 32nd
       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 32nd Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.
     (hereinafter referred to as the “Board” and the “Company”) was held via circulation of
     the resolution on April 3rd, 2024 following notifications sent to all the directors by email
     on April 2nd, 2024 (With the unanimous consent of all the directors, the notice time
     limit of this meeting is exempted). 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 resolution was deliberated and adopted:

     1. Proposal on the Nomination of a Non-Independent Director of the 9th Session
        of the Board of Directors

     The Board recently received notice from Mr. Erik Fyrwald informing the Company of
     his resignation from his position as a director in the Company and accordingly from his
     position as the member of the Strategy Committee of the Board, due to arrangements
     of Syngenta Group. According to the Company Law of China, Guidelines of Shenzhen
     Stock Exchange on Self-discipline Supervision of Listed Companies No.1:
     Standardized Operation of Main Board Listed Companies, and the Company's Articles
     of Association, the resignation of Mr. Erik Fyrwald will take effect on the date a new
     director is elected by the shareholders meeting. Mr. Erik Fyrwald has agreed to continue
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to act as a director and perform his duties in the special committees of the Board until
a newly elected director takes office, in accordance with applicable laws and
administrative regulations as well as the Company's Articles of Association.

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

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

(1) Nomination of Mr. Liu Hongsheng

According to the Company Law of China and the Company's Articles of Association,
the Company’s controlling shareholders, Syngenta Group Co., Ltd. (hereinafter referred
to as "SG"), has nominated Mr. Liu Hongsheng to serve as a non-independent director
of the Company, starting from the date of approval by the shareholders’ meeting and
until the expiration of the 9th session of the Board.

On the same day, the Company received the Letter of Adding a Temporary Proposal to
the 2023 Annual General Meeting from its controlling shareholder, Syngenta Group,
proposing to submit the Proposal on the Nomination of a Non-Independent Director of
the 9th Session of the Board of Directors to the Company's 2023 Annual General
Meeting for approval. This proposal complies with the provisions of the Company Law
of the People's Republic of China and the Articles of Association of the Company. The
Board approves the submission of Mr. Liu Hongsheng’s nomination as a new proposal
to the Company's 2023 Annual General Meeting for their approval, requiring also the
affirmative vote of the majority of the votes held by all the shareholders present at such
shareholders’ meeting.

The Board further confirms the appointment of Mr. Liu Hongsheng as the member of
the Strategy Committee of the Board, following his election as a director by the
shareholders meeting.


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This proposal was reviewed and approved by the Nomination Committee of the Board
of Directors of the Company. After the completion of the election, the total number of
directors concurrently serving as the senior executive of the Company shall not exceed
half of the total number of directors of the 9th session of the Board of Directors. The
Company does not have any director as the employee representatives.

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

This proposal shall be submitted to the shareholders’ meeting for approval.

It is hereby resolved.

                                                   Board of Directors of ADAMA Ltd.

                                                                        April 8th, 2024




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Appendix – Profile of the Nominee of the Non-Independent Director

Mr. Liu Hongsheng, born in 1966, with Chinese nationality, is currently a senior adviser
of production and operation of Sinochem Holdings. He joined Sinochem Group in 2000
and held various positions in the logistics sector of Sinochem International (Holdings)
Co., Ltd., and then took the office of the general manager of the company as well as the
chairman of Hesheng Agricultural Group in 2016.

In 2018, Mr. Liu was promoted to the party secretary and president for the chemical
division of Sinochem Group, the party secretary, director of the board and the general
manager of Sinochem International (Holdings) Co., Ltd. In 2022, He was appointed as
the CPC party secretary and president of Syngenta Group China, the chairman of the
board of directors for both Sinofert and Jiangsu Yangnong. Prior to joining Sinochem,
he once served in the Ministry of Foreign Trade and Economic Cooperation of China
and the Chinese Embassy in Thailand.

Mr. Liu graduated from Peking University with a Bachelor's Degree in Philosophy and
later obtained the MBA degree from Shanghai Maritime University.

As of the date of this Announcement, Mr. Liu Hongsheng does not directly or indirectly
hold any of the Company’s shares. Save as disclosed herein, Mr. Liu Hongsheng 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
except for those being stated above.

Mr. Liu Hongsheng has not been subject to any punishment imposed by the CSRC and
the SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 of
the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed
Companies No.1: Standardized Operation of Main Board Listed Companies. Mr. Liu
Hongsheng is not a judgement debtor subject to enforcement and meets all the
qualifications set under the applicable laws and regulations.




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