Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-31
ADAMALtd.Announcement of the Resolutions of the 15th
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 15th 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 October 28 2025 following notifications sent to all the directors by email on
October 24 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 of
Association of the Company. The following resolutions were deliberated and adopted:
1. Proposal on the Q3 2025 Report
This proposal was passed with 6 affirmative votes 0 negative votes and 0 abstentions.This proposal was reviewed and approved by the Audit Committee of the Board of
Directors of the Company.
2. Proposal to Amend the Articles of Association of the Company and its
appendices
Pursuant to the relevant provisions of the Company Law of the People's Republic of
China (2023 Revision) the Guidelines for the Articles of Association of Listed
Companies (2025) and the Rules for Shareholders' Meetings of Listed Companies the
Company proposes to amend the Articles of Association and its appendices including
the Rules of Procedure for Shareholders' Meetings as well as the Rules of Procedure of
the Board of Directors.
1For details please refer to the Articles of Association the Rules of Procedure for
Shareholders' Meetings and the Rules of Procedure of the Board of Directors disclosed
on the website of Juchao Information (http://www.cinfo.com.cn) on the same day.These amendments to the Articles of Association and its appendices shall take effect
upon approval by the Company's 2nd interim shareholders meeting to be held
subsequently in 2025.Meanwhile in accordance with the provisions of the Company Law of the People's
Republic of China (2023 Revision) the Company shall add one employee
representative director elected by the Company's Employee Representative Congress
and the board of directors shall consist of seven directors.The Company's Board of Directors requests the Shareholders' Meeting to authorize the
Company's management or its authorized representatives to promptly after the
Shareholders' Meeting deliberates and approves this proposal handle matters related to
the amendment to the Articles of Association of the Company.This proposal was passed with 6 affirmative votes 0 negative votes and 0 abstentions.This proposal subjects to the approval of shareholders of the Company.
3. Proposal on Revisions to Implementation Rules of the Special Committees of
the Board
Pursuant to the relevant provisions of the Company Law of the People's Republic of
China (2023 Revision) the Guidelines for the Articles of Association of Listed
Companies (2025) and other related regulations and in light of the Company’s actual
situation the Board of Directors approved to amend the Implementation Rules of the
Audit Committee Implementation Rules for the Nomination Committee and
Implementation Rules of the Remuneration and Appraisal Committee.The rules were 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 votes and 0 abstentions.
4. Proposal on Revisions to the Information Disclosure Management Rules of
ADAMA Ltd.
2The Board of Directors approved to revise the Information Disclosure Management
Rules of the Company. For details please refer to the Information Disclosure
Management Rules of ADAMA Ltd. disclosed on the same day.This proposal was passed with 6 affirmative votes 0 negative votes and 0 abstentions.
5. Proposal on Providing Guarantees by a Wholly-owned Subsidiary to its
Subsidiary
The Board of Directors approves that its wholly-owned subsidiary Adama Agricultural
Solutions Ltd. will provide joint and several liability guarantees to relevant banks for
the financial accommodation and bank activities of its indirectly wholly-owned
subsidiaries Adama Ukraine LLC.For details please see the Announcement on Providing Guarantees by a Wholly-owned
Subsidiary to its Subsidiary published on www.cninfo.com.cn on the same day.This proposal was passed with 6 affirmative votes 0 negative votes and 0 abstentions.This proposal subjects to the approval of shareholders of the Company.
6. Proposal on Signing of Supplemental Agreement III to the Entrusted
Operation and Management Agreement on Anhui Petro & Chemical
Given that the entrustment period under the Entrusted Operation and Management
Agreement on Anhui Petro & Chemical its Supplemental Agreement and
Supplemental Agreement II is about to expire the Board approved that the Company
Adama (China) Investment Co. Ltd. sign Supplemental Agreement III to the Entrusted
Operation and Management Agreement with China National Agrochemical Co. Ltd.For details please see the Announcement on the Progress of Related Party Transaction
published on www.cninfo.com.cn on the same day.The Transaction constitutes related-party transaction. The related directors Mr. Qin
Hengde Mr. Liu Hongsheng and Mr.An Liru refrained from voting. This proposal was
passed with 3 affirmative votes 0 negative votes and 0 abstentions.The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
7. Proposal on Calling for the 2nd Interim Shareholders Meeting in 2025
3The Board of Directors calls for the 2nd interim shareholders meeting to be held on
November 14 2025 at which a vote will be conducted by a combination of on-site
votes and online votes to consider the abovementioned proposal 2 and proposal 5.This proposal was passed with 6 affirmative votes 0 negative votes and 0 abstentions.It is hereby announced.Board of Directors of ADAMA Ltd.October 30 2025
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