安道麦B：第九届董事会第三十二次会议决议公告(英文版)
ADAMA Ltd.Announcement of the Resolution of the 32
nd
Meeting of the 9
thSession of the Board of Directors
The 32
nd Meeting of the 9
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Board” and the “Company”) was held via circulation ofthe resolution on April 3
rd, 2024 following notifications sent to all the directors by emailon April 2
nd
, 2024 (With the unanimous consent of all the directors, the notice timelimit of this meeting is exempted). Five directors were entitled to participate in thecirculation and five directors participated.The meeting complied with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolution was deliberated and adopted:
1. Proposal on the Nomination of a Non-Independent Director of the 9
thSessionof the Board of DirectorsThe Board recently received notice from Mr. Erik Fyrwald informing the Company ofhis resignation from his position as a director in the Company and accordingly from hisposition as the member of the Strategy Committee of the Board, due to arrangementsof Syngenta Group. According to the Company Law of China, Guidelines of ShenzhenStock Exchange on Self-discipline Supervision of Listed Companies No.1:
Standardized Operation of Main Board Listed Companies, and the Company's Articlesof Association, the resignation of Mr. Erik Fyrwald will take effect on the date a newdirector is elected by the shareholders meeting. Mr. Erik Fyrwald has agreed to continue
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-14The Company and all members of its Board of Directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.
to act as a director and perform his duties in the special committees of the Board untila newly elected director takes office, in accordance with applicable laws andadministrative regulations as well as the Company's Articles of Association.Mr. Erik Fyrwald has confirmed that he has no disagreement with the Board and hisresignation does not involve any circumstances that should be brought to the attentionof the Company’s shareholders or the creditors of the Company.The Board highly values and appreciates the contribution Mr. Erik Fyrwald made to theCompany 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 referredto as "SG"), has nominated Mr. Liu Hongsheng to serve as a non-independent directorof the Company, starting from the date of approval by the shareholders’ meeting anduntil the expiration of the 9
thsession of the Board.On the same day, the Company received the Letter of Adding a Temporary Proposal tothe 2023 Annual General Meeting from its controlling shareholder, Syngenta Group,proposing to submit the Proposal on the Nomination of a Non-Independent Director ofthe 9th Session of the Board of Directors to the Company's 2023 Annual GeneralMeeting for approval. This proposal complies with the provisions of the Company Lawof the People's Republic of China and the Articles of Association of the Company. TheBoard approves the submission of Mr. Liu Hongsheng’s nomination as a new proposalto the Company's 2023 Annual General Meeting for their approval, requiring also theaffirmative vote of the majority of the votes held by all the shareholders present at suchshareholders’ meeting.The Board further confirms the appointment of Mr. Liu Hongsheng as the member ofthe Strategy Committee of the Board, following his election as a director by theshareholders meeting.
This proposal was reviewed and approved by the Nomination Committee of the Boardof Directors of the Company. After the completion of the election, the total number ofdirectors concurrently serving as the senior executive of the Company shall not exceedhalf of the total number of directors of the 9th session of the Board of Directors. TheCompany 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 8
th
, 2024
Appendix – Profile of the Nominee of the Non-Independent DirectorMr. Liu Hongsheng, born in 1966, with Chinese nationality, is currently a senior adviserof production and operation of Sinochem Holdings. He joined Sinochem Group in 2000and 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 thechairman of Hesheng Agricultural Group in 2016.In 2018, Mr. Liu was promoted to the party secretary and president for the chemicaldivision of Sinochem Group, the party secretary, director of the board and the generalmanager of Sinochem International (Holdings) Co., Ltd. In 2022, He was appointed asthe CPC party secretary and president of Syngenta Group China, the chairman of theboard 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 Chinaand the Chinese Embassy in Thailand.Mr. Liu graduated from Peking University with a Bachelor's Degree in Philosophy andlater obtained the MBA degree from Shanghai Maritime University.As of the date of this Announcement, Mr. Liu Hongsheng does not directly or indirectlyhold any of the Company’s shares. Save as disclosed herein, Mr. Liu Hongsheng has norelationship with any shareholders holding more than 5% of the Company’s shares, theactual controllers, or other directors, supervisors and senior executives of the Companyexcept for those being stated above.Mr. Liu Hongsheng has not been subject to any punishment imposed by the CSRC andthe SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 ofthe Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.1: Standardized Operation of Main Board Listed Companies. Mr. LiuHongsheng is not a judgement debtor subject to enforcement and meets all thequalifications set under the applicable laws and regulations.