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安道麦B:第十届董事会第十五次会议决议公告(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) 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

4

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