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安道麦B:第十届董事会第十八次会议决议公告(英文版)

深圳证券交易所 03-28 00:00 查看全文

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2026-5

ADAMALtd.Announcement of Resolutions of the 18th

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 18th 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 March 26 2026 following notifications sent to all the directors by email of March 20

2026. 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 2025 Annual Report and its Abstract

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the 2025 Annual Report and its Abstract disclosed on the

same day.This proposal is subject to the approval of the Shareholders.

2. Proposal on the 2025 Financial Statements

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the relevant sections of the 2025Annual Report disclosed on

the same day.This proposal is subject to the approval of the Shareholders.

13. Proposal on the Pre-Plan of the 2025 Dividend Distribution

As audited by KPMG Huazhen LLP the net profit attributable to shareholders of the

Company in its consolidated financial statements for 2025 was a loss of RMB

1045719000. The Company recorded a net loss as its operating results for the year.

Based on the Company’s operating results of 2025 and according to the Articles of

Association of the Company taking into account the actual operating and leveraging

situations as well as future funding needs to safeguard the sustainable development

and stable operation of the Company while considering the long-term interests of all

shareholders the profit distribution proposal for the year of 2025 is as follows: No cash

or share will be distributed as dividend and no reserve will be transferred to equity

capital. This profit distribution proposal is in line with the profit distribution policy

stipulated in the Company’s Articles of Association and its actual situation.The retained earnings of the Company at the end of 2025 in its consolidated financial

statements was RMB 502977000 and that in its financial statement was RMB

710790000. The retained earnings as of the end of 2025 will be used to support future

working capital needs and execution of the Company’s development strategies. The

Company will continue to uphold the business philosophy of bringing returns to

investors strictly regulate and improve the efficiency of the use of funds and endeavor

to deliver returns to investors with a more active profit distribution plan.For details please refer to Announcement on the Pre-Plan of 2025 Dividend

Distribution disclosed on the same day.This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.

4. Proposal on the Self-Assessment Report on the 2025 Internal Control of the

Company

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.

25. Proposal on the 2025 Working Report of the Board of Directors

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the 2025 Working Report of the Board of Directors disclosed

on the same day.This proposal is subject to the approval of the Shareholders.

6. Proposal on the 2025 Risk Appraisal Report of Sinochem Finance Co. Ltd.

The related directors Mr. Liu Hongsheng and Mr. An Liru refrained from voting. This

proposal was passed with 5 affirmative votes 0 negative votes and 0 abstentions. For

details please refer to the reports disclosed on the same day.

7. Proposal on the Engagement with an Audit Firm for the Audit of the Financial

Statements and Internal Control of the Company for 2026

The Company intends to engage KPMG Huazhen LLP as the auditor of the Company

for the 2026 annual financial reports and the 2026 annual internal control of the

Company. Upon the subsequent authorization of the Shareholders the corresponding

expenditures with respect to such auditing services will be approved by the Company’s

management and KPMG Huazhen LLP based on actual circumstances such as market

conditions the Company's business scale audit scope and workload and other related

factors.For details please refer to the Announcement on the Engagement of Accounting Firm

disclosed on the same day.This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.This proposal is subject to the approval of the Shareholders.

8. Proposal on the Report on Performance Evaluation of Audit Firm in 2025 and

the Performance of Supervision Duties by the Audit Committee

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the reports disclosed on the same day.

39. Proposal on the Special Opinion on Self-examination of the Independence of

Independent Directors

This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.For details please refer to the Special Opinion on Self-examination of the

Independence of Independent Directors disclosed on the same day.

10. Proposal on Consolidation of Credit Facilities from the Related Party

To optimize the debt structure and for management convenience the Company intends

to consolidate multiple short-term credit facilities totaling USD 750 million previously

provided to Adama Fahrenheit B.V. an indirectly wholly-owned subsidiary of the

Company by Syngenta Group (NL) B.V. a subsidiary of the Company's controlling

shareholder Syngenta Group Co. Ltd. into a single credit arrangement and to enter

into a new Facility Agreement (the “Transaction”) to replace the original facility

agreements. The Transaction constitutes a related party transaction.For details please refer to the Announcement on Consolidation of Credit Facilities

from the Related Party disclosed on the same day.The related directors Mr. Qin Hengde Mr. Liu Hongsheng and Mr. An Liru refrained

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

abstention.This proposal is subject to the approval of the Shareholders.

11. Presenting of the 2025 Working Reports of the Independent Directors

After the review of the above proposals 2025 Working Reports of the Independent

Directors were presented to the meeting.

12. Proposal on Calling for the 2025 Annual General Meeting

The Board of Directors called for the 2025Annual General Meeting to be held on April

20 2026 at which a vote will be conducted by a combination of on-site votes and

online votes to consider proposals 1 to 5 proposal 7 and proposal 10.

4This proposal was passed with 7 affirmative votes 0 negative votes and 0 abstentions.

The above proposals 1 to 4 proposals 7 and proposal 8 were reviewed and approved by

the Audit Committee of the Board of Directors of the Company.The Company’s Specialized Meeting of Independent Directors was held to consider the

above proposal 3 proposal 6 and proposal 10 and issued approval opinion.It is hereby announced.Board of Directors of ADAMA Ltd.March 28 2026

5

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