Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-50
ADAMA Ltd.
Announcement of the Resolutions of the 7th
Meeting of the 10th 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 7th Meeting of the 10th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via video and on-site conference
on November 6, 2024 following notifications sent to all the directors by email on
November 2, 2024. 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:
1. Proposal on the Renewal of the Financial Service Agreement with Sinochem
Finance Co., Ltd.
In order to continuously optimize financial management, improve capital efficiency,
and reduce financing costs and risks, on January 13, 2022 the Company signed a
Financial Service Agreement (hereinafter referred to as " the Original Agreement") with
Sinochem Finance Co., Ltd. (hereinafter referred to as the "Finance Company"),
according to which the Finance Company would provide relevant financial services to
the Company and its subsidiaries for a three-year term ending on January 12, 2025. 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
(Announcement No.2021-50) disclosed on December 24, 2021.
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The Company wishes to continue to receive financial services from the Finance
Company, including deposits, clearance, credit and additional financial services
approved by the National Financial Regulatory Administration, and therefore wishes to
renew the Financial Service Agreement with the Finance Company. The Transaction
constitutes a related party transaction.
For details, please refer to the Announcement on the Intended Renewal of the Financial
Service Agreement with Sinochem Finance Co., Ltd., constituting a related-party
transaction disclosed on the same day.
The related director, Mr. Liu Hongsheng, refrained from voting. This proposal was
passed with 4 affirmative votes, 0 negative vote and 0 abstention. This proposal is
subject to the approval of the shareholders’ meeting.
The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
2. Proposal on the Risk Appraisal Report of Sinochem 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.
For details, please refer to the Risk Appraisal Report of Sinochem Finance Co., Ltd.
disclosed on the same day.
The related director, Mr. Liu Hongsheng, refrained from voting. This proposal was
passed with 4 affirmative votes, 0 negative vote and 0 abstention.
The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
3. Proposal on the Contingency Plan for Deposits at Sinochem 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..
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For details, please refer to the Contingency Plan for Deposits at Sinochem Finance Co.,
Ltd. disclosed on the same day.
The related director, Mr. Liu Hongsheng, refrained from voting. This proposal was
passed with 4 affirmative votes, 0 negative vote and 0 abstention.
The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
4. Proposal to Change the Business Scope, Adjust the Members on the Board of
Directors and Amend the Articles of Association of the Company
（1）To change the business scope of the Company
According to the needs of business development and the regulatory requirements for
the registration and management of the business scope of all enterprises, it is proposed
to change the business scope of the Company. The specific changes are as follows:
Business scope before this change: manufacture and sale of pesticides, chemical
products (including hazardous chemicals and industrial gases), import and export of
pesticides, chemical products and intermediates, chemical machinery and equipment
and spare parts; manufacture and sale of chemical machinery and equipment;
production and installation of steel structures; installation for chemical engineering;
cargo handling and warehousing services (excluding hazardous chemicals). (The
operation of any business projects with hazardous chemicals involved should be in
compliance with the scope of the safety production license and permit.) (Any business
projects in need of operation permission should only be initiated after obtaining
approvals from competent authorities.)
The business scope after this change is as follows:
Licensed items: pesticide production, pesticide wholesale, pesticide retail, production
of specific organic chemicals containing phosphorus, sulfur and fluorine in the second,
third and fourth categories of monitored chemicals, operation of the second category of
monitored chemicals, production of hazardous chemicals, operation of hazardous
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chemicals, import and export of toxic chemicals, power generation business, power
transmission business, power supply (distribution) business, non-coal mineral resources
mining. (Items subject to approval in accordance with the law can only be carried out
after approval by the relevant departments, and the specific business items are subject
to the approval documents or licenses of the relevant departments.)
General items: production of Class II non-pharmaceutical chemicals easy to
manufacture poisons, operation of Class II non-pharmaceutical chemicals easy to
manufacture poisons, production and operation of Class III non-pharmaceutical
chemicals easy to manufacture poisons, production of chemical products (excluding
licensed chemical products), sale of chemical products (excluding licensed chemical
products), manufacture of special chemical products (excluding hazardous chemicals),
sale of special chemical product sales (excluding hazardous chemicals), oil refining,
manufacturing of special equipment for chemical production, sales of special
equipment for oil refining and chemical production, heat production and supply, import
and export of goods, import and export of technology, technical services, technology
development, technology consulting, technology exchanges, technology transfer,
technology promotion, new materials technology research and development, bio-
pesticide technology research and development, bio-chemical products technology
research and development, agricultural scientific research and experimental
development, metal structure manufacturing and sales, loading, unloading and freight,
general cargo warehousing services (excluding hazardous chemicals and other projects
requiring licensing approval). (In addition to the licensed business, it can independently
operate business involving non-prohibited or restricted projects in accordance with the
laws and regulations.)
The aforesaid changes to the business scope shall be subject to the final approval and
registration by the market supervision and management authorities, and the Company
will promptly complete the relevant procedures for registration of such changes after
consideration and approval by the shareholders’ meeting.
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（2）Adjustment of Members on the Board of Directors of the Company
In order to optimize corporate governance, the Company intends to adjust the structure
and number of members on the Board of Directors. The number of members of the
Board of Directors will be changed from five to five to seven, of which the number of
independent directors will be adjusted from 2 to 3.
（3）Amendment to the Articles of Associations
In view of the Company's intention to change its business scope and to adjust the
number of members of the Board of Directors, the Board of Directors agreed to make
amendments to the Articles of Association of the Company. Please see the appendixes
for the details of the revisions.
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.
5. Proposal on Revisions to Rules of Procedures of the Board of Directors
The Board approves to revise the Rules of Procedures of the Board of Directors to
reflect the adjustment of the members of the Board, etc. Please see the appendixes for
the details of the revisions.
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.
6. Proposal on the Nomination of an Independent Director of the 10th Session of
the Board of Directors
According to the Company Law of the PRC and the Company's Articles of Association,
following approval by the Nomination Committee of the Company's Board of Directors,
the Board approves the nomination of Mr. Huang Jingsheng to serve as an independent
director of the Company, starting from the date of approval by the shareholders’ meeting
and until the expiration of the 10th session of the Board.
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The nomination of Mr. Huang Jingsheng as an independent director candidate shall be
considered and voted at the Company’s shareholders meeting following its review by
the Shenzhen Stock Exchange.
For the profiles of the above candidate, please refer to the appendix of this
announcement. The Statement by the Nominator for Independent Director Candidates
and the Statement by the Independent Director Candidates were disclosed on the
website of Juchao Information (http://www.cninfo.com.cn) on the same day of this
announcement.
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.
7. Proposal on New Credit Facility from the Related Party
In order to meet the capital requirements for its operation and development, the
Company's indirectly wholly-owned subsidiary Adama Fahrenheit B.V., intends to
apply for a new credit facility in a total amount of up to USD 200 million from Syngenta
Group (NL) B.V., a subsidiary of Syngenta Group Co., Ltd. The transaction constitutes
a related party transaction.
For details, please refer to the Announcement on New Credit Facility from the Related
Party disclosed on the same day.
The related directors, Mr. Qin Hengde and Mr. Liu Hongsheng, refrained from voting.
This proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention.
This proposal is subject to the approval of the Shareholders.
The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
8. Proposal on Signing of the Entrusted Management Agreement with Related
Parties
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Pursuant to the commitment on the resolution of horizontal competition issued by China
National Chemical Corporation Limited (hereinafter referred to as “ChemChina”),
the indirect controlling shareholder of the Company, and Syngenta Group Corporation
Limited (hereinafter referred to as “Syngenta Group”), the controlling shareholder,
both ChemChina and Syngenta Group shall adopt appropriate measures within the
committed period to gradually resolve horizontal competition among Syngenta
AG(hereinafter referred to as “SAG”), Jiangsu Yangnong Chemical Co.,
Ltd.(hereinafter referred to as “Yangnong”) and the Company.
In order to resolve horizontal competition, the Company reached an agreement on the
specific arrangements for the entrusted management with SAG and Yangnong, and
intends to enter into entrusted management agreements with SAG and Yangnong
respectively.
In respect of the overlapping products between the Company and SAG, SAG will
entrust the Company with the right and responsibility of managing the entrusted
business of overlapping products (i.e., the agreed aspects of sales of the overlapping
products, the same as below). In respect of the overlapping products between the
Company and Yangnong, Yangnong entrusts the Company with the right and
responsibility of managing the entrusted business of some overlapping products; in
return, the Company will entrust Yangnong with the right and responsibility of
managing the entrusted business of the rest of overlapping products. (hereinafter
collectively referred to as “the Transaction”). The Transaction constitutes a related-
party transaction. For details, please refer to the Announcement on the signing of the
Entrusted Management Agreement with Related Parties disclosed on the same day.
This proposal seeks the shareholders meeting’s authorization, together with approving
this Transaction, of delegating the Board of Directors and the management of the
Company to decide, in accordance with the Articles of Association and internal rules
on matters related to the signing and performance of the above entrusted management
agreements.
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Regarding the above matters, China International Capital Corporation, an independent
financial adviser engaged by the Company, issued a verification opinion, and Beijing
Tianyuan Law Firm issued a verification opinion. For details, please refer to the
Announcement on the signing of the Entrusted Management Agreement with Related
Parties disclosed on the same day.
The Company’s Specialized Meeting of Independent Directors was held to consider this
proposal and issued approval opinion.
The related directors, Mr. Qin Hengde, Mr. Liu Hongsheng and Mr. An Liru, refrained
from voting. This proposal will be submitted to the shareholders’ meeting for
deliberation and approval because the number of non-related directors attending the
Board meeting was less than three.
9. Proposal on Calling for the 3rd Interim Shareholders Meeting in 2024
The Board of Directors calls for the 3rd interim shareholders meeting to be held on
November 22, 2024, at which a vote will be conducted by a combination of on-site
votes and online votes, to consider the abovementioned proposal 1 and proposals 4 to
8.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
It is hereby announced.
Board of Directors of ADAMA Ltd.
November 7, 2024
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Appendix I – Comparison table of the Articles of Association of the Company prior to
and after the revisions
Current Revised
Article 13 Subject to registration Article 13 Licensed items: pesticide
according to the law, the Company's production, pesticide wholesale,
business scope is: manufacture and sales pesticide retail, production of specific
of pesticides, chemical products organic chemicals containing
(including hazardous industrial gas); the phosphorus, sulfur and fluorine in the
import and export trade of pesticides, second, third and fourth categories of
chemicals and intermediates thereof, monitored chemicals, operation of the
chemical mechanical equipment and second category of monitored chemicals,
spare parts thereof; manufacturing and production of hazardous chemicals,
sales of chemical mechanical equipment; operation of hazardous chemicals, import
manufacture and installation of steel and export of toxic chemicals, power
structure; installation of chemical generation business, power transmission
engineering; cargo handling and business, power supply (distribution)
warehousing services. business, non-coal mineral resources
mining. (Items subject to approval in
accordance with the law can only be
carried out after approval by the relevant
departments, and the specific business
items are subject to the approval
documents or licenses of the relevant
departments.)
General items: production of Class II
non-pharmaceutical chemicals easy to
manufacture poisons, operation of Class
II non-pharmaceutical chemicals easy to
manufacture poisons, production and
operation of Class III non-
pharmaceutical chemicals easy to
manufacture poisons, production of
chemical products (excluding licensed
chemical products), sale of chemical
products (excluding licensed chemical
products), manufacture of special
chemical products (excluding hazardous
chemicals), sale of special chemical
product sales (excluding hazardous
chemicals), oil refining, manufacturing
of special equipment for chemical
production, sales of special equipment
for oil refining and chemical production,
heat production and supply, import and
export of goods, import and export of
technology, technical services,
technology development, technology
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consulting, technology exchanges,
technology transfer, technology
promotion, new materials technology
research and development, bio-pesticide
technology research and development,
bio-chemical products technology
research and development, agricultural
scientific research and experimental
development, metal structure
manufacturing and sales, loading,
unloading and freight, general cargo
warehousing services (excluding
hazardous chemicals and other projects
requiring licensing approval). (In
addition to the licensed business, it can
independently operate business
involving non-prohibited or restricted
projects in accordance with the laws and
regulations.)
Article 105 The board of directors shall Article 105 The board of directors shall
be composed of five [5] directors, with be composed of five [5] to seven [7]
two [2] independent directors therein. directors, with three [3] independent
The board of directors shall have one directors therein. The board of directors
board chairman. The chairman of the shall have one board chairman. The
Company shall be elected by more than chairman of the Company shall be
half of all the directors. The Company elected by more than half of all the
shall not have any director as the directors. The Company shall not have
representatives of the staff and workers. any director as the representatives of the
staff and workers.
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Appendix II – Comparison table of Rules of Procedures of the Board of Directors prior
to and after the revisions
Current Revised
Article 4 The board of directors shall Article 4 The board of directors shall
perform the following function and perform the following function and
powers: powers:
(10) deciding on such matters as (10) deciding on such matters as
appointing or dismissing the President appointing or dismissing the President
and CEO and secretary of the board of and CEO and secretary of the board of
directors of the Company, as well as their directors of the Company, as well as their
remuneration and reward/punishment; remuneration and reward/punishment;
according to the nominations by the according to the nominations by the
President & CEO, deciding on President & CEO, deciding on
appointing or dismissing the Chief appointing or dismissing the Chief
Financial Officer and General Legal Financial Officer, and deciding on their
Counsel, and deciding on their remuneration, rewards and punishments;
remuneration, rewards and punishments;
Article 8 The board of directors shall be Article 8 The board of directors shall be
composed of five [5] directors, with two composed of five [5] to seven [7]
[2] independent directors therein. The directors, with three [3] independent
board of directors shall have one [1] directors therein. The board of directors
board chairman. The chairman of the shall have one [1] board chairman. The
Company shall be elected by more than chairman of the Company shall be
half of all the directors. The Company elected by more than half of all the
will not have any director as the directors. The Company will not have
representatives of the staff and workers. any director as the representatives of the
staff and workers.
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Appendix III – Profile of the Nominee of the Independent Director
Mr. Huang Jingsheng, a PRC citizen born in 1963, is the founder and CEO of AEX
Holdings Limited (Hong Kong). He was the VP for Asia at the Chicago Climate
Exchange (CCX) and the Managing Director for Greater China at the Intercontinental
Exchange (ICE). Prior to that, Mr. Huang had more than 10 years of experience in cross-
border M&A and futures markets in the United States, in the areas of regulated
exchanges, futures companies and FinTech software, etc. Mr. Huang graduated from
China Foreign Affairs University with a master’s degree in international economics,
and currently also serves as the Executive Director and General Manager of Beijing
Qize Energy Data Technology Co., Ltd.
As of the date of this Announcement, Mr. Huang Jingsheng does not directly or
indirectly hold any of the Company’s shares; he does not work for any shareholders
holding more than 5% of the Company’s shares and the actual controller. Mr. Huang
Jingsheng 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. Huang Jingsheng 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.
Huang Jingsheng is not a judgement debtor subject to enforcement and meets all the
qualifications set under the applicable laws and regulations.
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