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安道麦B:关联交易进展公告(英文版)

深圳证券交易所 10-30 00:00 查看全文

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-37

ADAMA Ltd.Announcement on the Progress of Related Party Transaction

The Company and all members of the Company’s Board of Directors confirm that all

information disclosed herein is true accurate and complete with no false or misleading

statement or material omission.I. Progress of the RelatedParty Transaction

On December 31 2021 an Entrusted Operation and Management Agreement

(hereinafter as “Agreement”) was signed by and between ADAMA Ltd. (hereinafter as

“the Company”) and China National Agrochemical Co. Ltd. (hereinafter as “CNAC”)

according to which during the entrustment period the Company shall be entrusted with

the management rights held by CNAC over Anhui Petroleum & Chemical Group Co. Ltd.(hereinafter as “Anhui Petro & Chemical”). The Company shall receive entrustment fees

(equal to the amount of RMB equivalent to USD 500000 per year) from CNAC the

entrustment period under the Agreement shall be two years (as detailed in the

Announcement on Signing of an Entrusted Operation and Management Agreement with a

Related Party disclosed by the Company on January 4th 2022).Subsequently the Company ADAMA (China) Investment Co. Ltd. (hereinafter

referred to as "ADAMA China") and CNAC entered into the Supplemental Agreement

and the Supplemental Agreement (II) (hereinafter collectively referred to as

"Supplementary Agreements") both of which extended the entrustment period (please

refer to the Announcement of the Resolutions of the 29th Meeting of the 9th Session of the

Board of Directors and the Announcement of the Resolutions of the 8th Meeting of the

10th Session of the Board of Directors disclosed by the Company on the website of Juchao

1Information on December 30 2023 and December 19 2024 respectively).

On October 28 2025 the 15th meeting of the 10th session of the Board of Directors

of the Company approved a proposal regarding the signing of a Supplemental AgreementIII to the Entrusted Operation and Management Agreement (“Supplemental AgreementIII”) to extend the entrustment period under the Agreement and Supplemental

Agreements for one year until December 31 2026 (“Transaction”).This Transaction constitutes a related-party transaction. Among the six directors of

the Company the related-party directors Mr. Qin Hengde Mr. Liu Hongsheng and Mr.An Liru refrained from voting while among the remaining votes of the three directors

there were three affirmative votes zero negative votes and zero abstentions. The

Company’s Specialized Meeting of Independent Directors was held to consider this

proposal and issued approval opinion.The Transaction is within the approval line of the Board of Directors and is not

subject to the approval of the shareholders.II. Main Contents of the Supplemental Agreement III to the Entrusted Operation and

Management Agreement

Party A: China National Agrochemical Co. Ltd.Party B: ADAMA Ltd.Party C: ADAMA (China) Investment Co. Ltd.Main Terms:

1. Extend the entrustment period under the Agreement and Supplementary

Agreements for one year until December 31 2026.

2. The Entrusted Operation and Management Agreement and the Supplementary

Agreements shall except as amended by the Supplemental Agreement III remain in full

force and effect.

3. This Supplemental Agreement III shall become effective on the date on which all

2of the following conditions are met: (1) the Parties sign this supplemental agreement III;

(2) ADAMA completes the internal approval process required by the Articles of

Association.III. Documents for Reference

1. The resolutions of the 15th Meeting of the 10th Session of the Board of Directors of the

Company.

2. The resolutions of the Specialized Meeting of Independent Directors.

3. Supplemental Agreement III to the Entrusted Operation and Management Agreement (to

be signed).It is hereby announced.The Board of Directors of ADAMA Ltd.October 30 2025

3

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