安道麦B：第十届董事会第十次会议决议公告(英文版)

ADAMA Ltd.Announcement of Resolutions of the 10

th

Meeting of the 10

thSession of the Board of Directors

The 10

th Meeting of the 10

thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) was held via video and on-site conferenceon March 12, 2025 following notifications sent to all the directors by email of March7, 2025. Six directors were entitled to attend the meeting and six directors attended.The meeting complies with all relevant laws and regulations as well as the Articles ofAssociation of the Company. The following resolutions were deliberated and adopted:

1. Proposal on the 2024 Annual Report and its Abstract

This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the 2024 Annual Report and its Abstract disclosed on March14, 2025.This proposal is subject to the approval of the Shareholders.

2. Proposal on the 2024 Financial Statements

This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the relevant sections of the 2024 Annual Report disclosed onMarch 14, 2025.This proposal is subject to the approval of the Shareholders.

The 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.Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-7

3. Proposal on the Pre-Plan of the 2024 Dividend DistributionAs audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the netprofit attributable to shareholders of the Company in its consolidated financialstatements for 2024 was a loss of RMB 2,903,204,000. The Company recorded a netloss as its operating results for the year.Based on the Company’s operating results of 2024 and according to the Articles ofAssociation of the Company, taking into account the actual operating and leveragingsituations, as well as future funding needs, to safeguard the sustainable developmentand stable operation of the Company while considering the long-term interests of allshareholders, the profit distribution proposal for the year of 2024 is as follows: No cashor share will be distributed as dividend, and no reserve will be transferred to equitycapital. This profit distribution proposal is in line with the profit distribution policystipulated in the Company’s Articles of Association and its actual situation.The retained earnings of the Company at the end of 2024 in its consolidated financialstatements was RMB 1,680,382,000, and that in its financial statement was RMB779,972,000. The retained earnings as of the end of 2024 will be used to support futureworking capital needs and execution of the Company’s development strategies. TheCompany will continue to uphold the business philosophy of bringing returns toinvestors, strictly regulate and improve the efficiency of the use of funds, and endeavorto deliver returns to investors with a more active profit distribution plan.For details, please refer to Announcement on the Pre-Plan of 2024 DividendDistribution disclosed on March 14, 2025.This proposal was passed with 6 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 2024 Internal Control of theCompanyThis proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.This proposal is subject to the approval of the Shareholders.

5. Proposal on the 2024 Working Report of the Board of DirectorsThis proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the 2024 Working Report of the Board of Directors disclosedon March 14, 2025.This proposal is subject to the approval of the Shareholders.

6. Proposal on the 2024 Risk Appraisal Report of Sinochem Finance Co., Ltd.This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the reports disclosed on March 14, 2025.

7. Proposal on the Remuneration of Senior Executives

The Board hereby approved the 2024 annual performance review of the Company’ssenior executives and their 2024 remuneration as well as awards, all made according tothe Remuneration Policy for Senior Executives in ADAMA Ltd. published on February22, 2019.The related directors Mr. Liu Hongsheng and Mr. An Liru refrained from the vote. Thisproposal was passed with 4 affirmative votes, 0 negative vote, and 0 abstention.

8. Proposal on the Change of Accounting Firm and the Engagement with anAudit Firm for the Audit of the Financial Statements and Internal Control ofthe Company for 2025Given that Deloitte Touche Tohmatsu Certified Public Accountants LLP has providedaudit services to the Company for eight consecutive years, in accordance with therelevant provisions of the Administrative Measures on Selection and Engagement ofAccounting Firms by State-owned Enterprises and Listed Companies (Cai Kuai [2023]No. 4) issued by the Ministry of Finance, State-owned Assets Supervision andAdministration Commission of the State Council, and China Securities RegulatoryCommission, and in order to ensure the independence and objectivity of the audit, theCompany intends to engage KPMG Huazhen LLP as the auditor of the Company forthe 2025 annual financial reports and the 2025 annual internal control of the Company.Upon the subsequent authorization of the Shareholders, the corresponding expenditureswith respect to such auditing services will be approved by the Company’s managementand KPMG Huazhen LLP.For details, please refer to the Announcement on the Change of Accounting Firmdisclosed on March 14, 2025.This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.

9. Proposal on the Report on Performance Evaluation of Audit Firm in 2024 and

the Performance of Supervision Duties by the Audit Committee

This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the reports disclosed on March 14, 2025.

10. Proposal on the Expected Related Party Transactions in the Ordinary Courseof Business in 2025The related-directors Mr. Qin Hengde, Mr. An Liru and Mr. Liu Hongsheng refrainedfrom the vote. This proposal was passed with 3 affirmative votes, 0 negative votes and0 abstentions. This proposal is subject to the approval of the Shareholders.For details, please refer to the Announcement on the Expected Related PartyTransactions in the Ordinary Course of Business in 2025 disclosed on March 14, 2025.

11. Proposal on the Special Opinion on Self-examination of the Independence of

Independent DirectorsThis proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.For details, please refer to the Special Opinion on Self-examination of the Independenceof Independent Directors disclosed on March 14, 2025.

12. Presenting of the 2024 Working Reports of the Independent DirectorsAfter the review of the above proposals, 2024 Working Reports of the IndependentDirectors were presented to the meeting.

13. Proposal on Formulating the Valuation Enhancement Plan of the CompanyIn order to strengthen the market value management, enhance the Company'sinvestment value, increase returns of investors and safeguard their interests, the Boardapproved to formulate the Valuation Enhancement Plan.For details, please refer to the Valuation Enhancement Plan of ADAMA Ltd. disclosedon March 14, 2025.This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.

14. Proposal on Revisions to the Company’s Management Policy for Currency

Risk HedgingIn order to effectively regulate the hedging operation and to enable its function to mitigateexchange rate and index risks in the production and operation of the Company, the Boardapproved revisions to the Company’s original Exchange Rate Risk HedgingManagement Policy in accordance with the Shenzhen Stock Exchange Listing Rules,Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed

Companies No.1: Standardized Operation of Main Board Listed Companies as well asGuidelines of Shenzhen Stock Exchange on Self-discipline Supervision of ListedCompanies No.7:Transactions and Related Party Transactions, and combined with theactual situation of the Company. The name of the revised policy is Derivatives HedgingManagement Policy of ADAMA Ltd.The policy was disclosed on the website of Juchao Information(http://www.cinfo.com.cn) with this announcement.This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.

15. Proposal on the Expected Derivatives Transactions for HedgingIn order to offset the impact of foreign exchange rate and consumer price index (CPI)fluctuations on the Company's financial indicators, the Board approves that theCompany and its subsidiaries conduct derivative hedging transactions for hedgingforeign exchange rate and CPI volatilities, which is for the purpose of hedging only.The authorized transaction period shall commence from the date of its approval at theCompany's 2024 annual general meeting until the date of the next annual generalmeeting. The maximum outstanding contract value of derivative transactions on anysingle trading day shall not exceed USD 5 billion, and the transaction limits may berecycled within the validity duration.The Board proposes to the Company's shareholders to authorize the management andits authorized persons to be specifically responsible for the implementation andmanagement of derivative hedging operations in accordance with the relevantprovisions of the Company's Derivatives Hedging Management Policy, including thesigning of relevant agreements and documents.The Company has conducted a necessity and feasibility analysis of the derivativehedging transactions and prepared the Feasibility Analysis Report on DerivativesHedging Transactions. At the same time, in order to respond to possible risk events inthe derivative hedging transactions and ensure the safety of the Company's funds andthe stability of its business, the Company has formulated the Emergency Plan forDerivatives Hedging Transactions.For details, please refer to the Announcement on Expected Derivatives Transactions forHedging, Feasibility Analysis Report on Derivatives Hedging Transactions disclosedon the website of Juchao Information (http://www.cinfo.com.cn) on the same day.

This proposal was passed with 6 affirmative votes, 0 negative vote and 0 abstention.This proposal is subject to the approval of the Shareholders.

16. Proposal on Calling for the 2024 Annual General Meeting

The Board of Directors called for the 2024 Annual General Meeting to be held on April7, 2025, at which a vote will be conducted by a combination of on-site votes and onlinevotes, to consider proposals 1 to 5, proposal 8, proposal 10, and proposal 15, as well asproposal 1 approved by the 4th meeting of the 10th session of the Board of Supervisors.This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.The above proposals 1 to 4, proposals 8, proposal 9 and proposal 15 were reviewed andapproved by the Audit Committee of the Board of Directors of the Company. The aboveproposal 7 was reviewed and approved by the Remuneration and Appraisal Committeeof the Board of Directors of the Company.The Company’s Specialized Meeting of Independent Directors was held to consider theabove proposals 3, 6, 10 and 15, and issued approval opinion.It is hereby announced.

Board of Directors of ADAMA Ltd.

March 14, 2025