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安道麦B:第十届董事会第二十三次会议决议公告(英文版)

深圳证券交易所 09-04 00:00 查看全文

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2026-28

ADAMALtd.Announcement of the Resolution of the 23rd

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 23nd Meeting of the 10th Session of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Board” and the “Company”) was held via circulation of

the resolution on September 3rd 2026 following notifications sent to all the directors by

email on September 1st 2026 (with the unanimous consent of all directors the notice

period for this meeting was waived). Seven directors were entitled to participate in the

circulation and seven directors participated.The meeting complied with all relevant laws and regulations as well as the Articles of

Association of the Company. The following resolution was deliberated and adopted:

1. Proposal on the Nomination of a Non-Independent Director of the 10th Session

of the Board of Directors

The Board recently received notice from Mr. Qin Hengde informing the Company of

his resignation as the Director Chairman of the Board and member of the Audit

Committee of the Board in light of work arrangements at Syngenta Group Co. Ltd.(hereinafter referred to as "SG"). For details please refer to the Announcement on the

Resignation of the Chairman of the Board disclosed on the same day.

(1) Nomination of Mr. Gal Ali Hili

According to the Company Law of China and the Company's Articles of Association

the Company’s controlling shareholder SG has nominated Mr. Gal Ali Hili to serve as

1a non-independent director of the Company starting from the date of approval by the

shareholders’ meeting and until the expiration of the 10th session of the Board and he

may serve consecutive terms if reelected upon expiration of the term of office. As for

the profile of Mr. Gal Ali Hili please refer to the appendix of this announcement.On the same day the Company received the Letter of Adding a Temporary Proposal to

the 3rd Interim Shareholders Meeting in 2026 from its controlling shareholder SG

proposing to submit the Proposal on the Nomination of a Non-Independent Director of

the 10th Session of the Board of Directors to the Company's 3rd Interim Shareholders

Meeting in 2026 for approval. This proposal complies with the provisions of the

Company Law of the People's Republic of China and the Articles of Association of the

Company. The Board approves the submission of Mr. Gal Ali Hili’s nomination as a

new proposal to the Company's 3rd Interim Shareholders Meeting in 2026 for their

approval requiring also the affirmative vote of the majority of the votes held by all the

shareholders present at such shareholders’ meeting.This proposal was reviewed and approved by the Nomination Committee of the Board

of Directors of the Company. After the completion of the election the total number of

directors concurrently serving as the senior executive of the Company and those who

serve as employee representative director shall not exceed half of the total number of

directors of the 10th session of the Board of Directors.This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.This proposal shall be submitted to the shareholders’ meeting for approval.It is hereby resolved.Board of Directors of ADAMA Ltd.September 4th 2026

2Appendix – Profile of the Nominee of the Non-Independent Director

Mr. Gal Ali Hili French born in 1973. He holds a master’s degree in mechanical

engineering from Université de Technologie de Compiègne (France). Mr. GalAli Hili

now serves as the President & Chief Executive Officer of both ADAMA Ltd. and

AdamaAgricultural Solutions Ltd. concurrent with his position as Director of Adama

Agricultural Solutions Ltd.He previously assumed several positions at Syngenta including Regional Director

EAME of Syngenta Seeds Head of East Europe and Head of Europe Syngenta CP and

Seeds FC. Prior to Syngenta Mr. GalAli Hili served as Corporate Marketing Director

at Dow.As of the date of this Announcement Mr. Gal Ali Hili does not directly or indirectly

hold any of the Company’s shares; he does not work in the shareholders holding more

than 5% of the Company’s shares or the actual controller. Mr. Gal Ali Hili has no

related-party relationship with any shareholders holding more than 5% of the

Company’s shares the actual controllers or other directors and senior executives of

the Company.Mr. Gal Ali Hili has not been subject to any punishment imposed by the China

Securities Regulatory Commission and the Shenzhen Stock Exchange (“SZSE”) and

does not fall under any of the circumstances stipulated inArticle 3.2.2 of Guidelines of

the SZSE on Self-discipline Supervision of Listed Companies No.1 - Standardized

Operation of Main Board Listed Companies issued by the SZSE. Mr. Gal Ali Hili is

not a judgement debtor subject to enforcement and meets all the qualifications set

under the applicable laws and regulations.

3

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