安道麦B:第十届董事会第十一次会议决议公告(英文版)
公告时间:2025-04-28 19:08:55
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-20
ADAMALtd.
Announcement of Resolutions of the 11th
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 11th 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 April 28, 2025 following notifications sent to all the directors by email of April 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 Q1 2025 Report
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the Q1 2025 Report disclosed onApril 29, 2025.
2. Proposal on ADAMA’s 2024 Social Responsibility Report
The Company is to publish its 2024 Social Responsibility Report which demonstrates
the progress and achievements of the Company in integrating its business operations
with social responsibilities. For details, please refer to ADAMA’s 2024 Social
Responsibility Report disclosed on the same day.
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
3. Proposal on Providing Guarantees in favor of the Company’s Subsidiaries
The Company agreed to provide joint liability guarantees in favor of certain banks and
financial institutions that are to provide loans to its wholly-owned subsidiaryADAMA
Anpon (Jiangsu) Ltd. and the Company’s controlled subsidiary Adama Huifeng
(Jiangsu ) Ltd.
For details, please refer to the Announcement on Providing Guarantees in Favor of the
Company’s Subsidiaries disclosed on the same day.
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
4. Proposal on Bank Loans
Based on the Company’s business and development plans, the Board of Directors
approved that the Company will apply for credit lines for the year 2025, including but
not limited to working capital loans, bank acceptance bills, trade finance and domestic
letters of credit from banks to meet the Company’s operation demands.
The Board of Directors further authorized any director, the President and CEO of the
Company or anyone authorized by him, to deal with the issues related to the above
loans and sign the relevant legal documents.
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
5. Proposal on Adjusting the Remuneration of the President and CEO
In combination with the remuneration policy of the relevant senior executives of the
Company, the Board approved adjusting the remuneration of Mr. Ga?l Ali Hili as the
Company’s President and CEO (legal representative of the Company).
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
6. Proposal on the Appointmentof theHead of the Internal AuditingDepartment
of the Company
After being approved by the Audit Committee of the Board, the Board approved the
appointment of Mr. Tu Zhiwen as the head of the internal auditing department,
responsible for the Company's internal audit work, starting from the date of approval
by this meeting and until the expiration of the 10th session of the Board. As for the
profiles of Mr. Tu Zhiwen, please refer to the appendix of this announcement.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
The above proposal 1 and proposal 6 was reviewed and approved by the Audit
Committee of the Board of Directors of the Company. The above proposal 5 was
reviewed and approved by the Remuneration and Appraisal Committee of the Board of
Directors of the Company.
It is hereby announced.
Board of Directors of ADAMA Ltd.
April 29, 2025
Appendix – Profile of Mr. Tu Zhiwen
Mr. Tu Zhiwen, born in 1977, holds Chinese nationality and is a member of the
Communist Party of China. He has a bachelor's degree and is a senior accountant. He
has served as the Audit Manager of the Company and the Deputy Chief Financial
Officer and Director of the Finance Department (in charge of the overall management
of the Finance Department) of former Hubei Sanonda Co., Ltd.
AsofthedateofthisAnnouncement,Mr.TuZhiwendoesnotdirectlyorindirectly
hold any of the Company’s shares. Mr. Tu Zhiwen has no relationship with any
shareholders holding more than 5% of the Company’s shares, the actual controllers, or
other directors, supervisors and senior executi