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安道麦B:第十届董事会第十七次会议决议公告(英文版)

深圳证券交易所 2025-12-23 查看全文

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-41

ADAMALtd.Announcement of Resolutions of the 17th

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 17th 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 December 22 2025 following notifications sent to all the directors by email of

December 19 2025. Seven directors were entitled to attend the meeting and seven

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 and adopted:

1. Proposal on the 2026 Work Plan

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.

2. Proposal on the Expected Related Party Transactions in the Ordinary Course

of Business in 2026

The related-directors Mr. Qin Hengde Mr. An Liru and Mr. Liu Hongsheng refrained

from the vote. This proposal was passed with 4 affirmative votes 0 negative votes and

0 abstentions. This proposal is subject to the approval of the Shareholders.

For details please refer to the Announcement on the Expected Related Party

Transactions in the Ordinary Course of Business in 2026 disclosed on the same day.The Company’s Specialized Meeting of Independent Directors was held to consider

this proposal and issued approval opinion.

13. Proposal on the Expected Derivatives Transactions for Hedging

In 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 the

Company and its subsidiaries conduct derivative hedging transactions for hedging

foreign exchange rate and CPI volatilities which is for the purpose of hedging only.The authorized transaction period shall be the twelve months since the approval by the

Shareholders’ Meeting (2026). The maximum outstanding contract value of derivative

transactions on any single trading day shall not exceed USD 5 billion and the

transaction limits may be recycled within the validity duration.The Board proposes to the Company's shareholders to authorize the management and

its authorized persons to be specifically responsible for the implementation and

management of derivative hedging operations in accordance with the relevant

provisions of the Company's Derivatives Hedging Management Policy including the

signing of relevant agreements and documents.The Company has conducted a necessity and feasibility analysis of the derivative

hedging transactions and prepared the Feasibility Analysis Report on Derivatives

Hedging Transactions.For details please refer to theAnnouncement on Expected Derivatives Transactions for

Hedging Feasibility Analysis Report on Derivatives Hedging Transactions disclosed

on the website of Juchao Information (http://www.cinfo.com.cn) on the same day.This proposal was passed with 7 affirmative votes 0 negative vote and 0 abstention.This proposal is subject to the approval of the Shareholders.This proposal was reviewed and approved by the Audit Committee of the Board of

Directors of the Company.

4. Proposal on Formulating the Information Disclosure Suspension and

Exemption Management Policy

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the Information Disclosure Suspension and Exemption

Management Policy disclosed on the same day.

5. Proposal on Formulating the Management Policy for the Departure of Board

Members and Senior Executives

2This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.

For details please refer to the Management Policy for the Departure of Board Members

and Senior Executives disclosed on the same day.

6. Proposal on Revisions to the Insider Registration Management Rules

This proposal regarding the revisions to the Insider Registration Management Rules

(hereinafter referred to as “Registration Rules”) was passed with 7 affirmative votes 0

negative votes and 0 abstentions. For details please refer to the Registration Rules

disclosed on the same day.

7. Proposal on Revisions to the Related-party Transactions Management Rules

This proposal on the revisions to the Related-party Transactions Management Rules

(hereinafter referred to as “Management Rules”) was passed with 7 affirmative votes 0

negative votes and 0 abstentions. For details please refer to the Management Rules

disclosed on the same day.This proposal is subject to the approval of the Company’s shareholders.

8. Proposal on the Internal Audit Management Rules

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the Internal Audit Management Rules of ADAMA Ltd.

9. Proposal on Calling for the 1st Interim Shareholders Meeting in 2026

The Board of Directors called for the 1st interim shareholders meeting to be held on

January 13 2026 at which a vote will be conducted by a combination of on-site votes

and online votes to consider the abovementioned proposal 2 proposal 3 and proposal

7.

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.It is hereby announced.Board of Directors of ADAMA Ltd.December 23 2025

3

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