安道麦B(200553):第十届董事会第二次会议决议公告（英文版）
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-32 ADAMA Ltd. nd Announcement of Resolutions of the 2 th Meeting of the 10 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.nd th The 2 Meeting of the 10 Session of the Board of Directors of ADAMA Ltd. (hereinafter referred to as the “Company”) was held via circulation of the resolution on May 14, 2024 following notifications sent to all the directors on May 13, 2024 (With the unanimous consent of all the directors, the notice time limit of this meeting was exempted). Five directors were entitled to participate in the circulation and five directors participated. 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 Reappointment of Senior Executives of the Company The Board agreed to renew the appointment of the following persons as senior executives and passed the Proposal on the Reappointment of Senior Executives of the Company by voting on each item separately, as follows. (1) Reappoint Mr. Steve Hawkins as the President and Chief Executive Officer of the Company After being reviewed by the Nomination Committee of the Board, the Board approves Company, starting from the date of approval by the Board meeting and until the expiration of the 10th session of the Board. This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. (2) Reappoint Ms. Efrat Nagar as the Chief Financial Officer of the Company After being reviewed by the Nomination Committee and approved by the Audit Committee of the Board, the Board approves to reappoint Ms. Efrat Nagar as the Chief Financial Officer of the Company, starting from the date of approval by the Board meeting and until the expiration of the 10th session of the Board. This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. (3) Reappoint Mr. Guo Zhi as the Board Secretary of the Company After being recommended by the Board and reviewed by the Nomination Committee of the Board, the Board approved the renewal of appointment of Mr. Guo Zhi as the Board Secretary, starting from the date of approval by the Board meeting and until the expiration of the 10th session of the Board. Mr. Guo Zhi has obtained the qualification certificate of Board Secretary issued by the Shenzhen Stock Exchange, and his qualification of Board Secretary complies with the relevant provisions in the Listing Rules of Shenzhen Stock Exchange, Administrative Measures for the Qualifications of the Board Secretary and the Securities Affairs Representative of Listed Companies of Shenzhen Stock Exchange and other related regulations. The contact information of Mr. Guo Zhi, the Board Secretary of the Company, is as follows: Telephone:（010）56718110 Fax:（010）59246173 Email: [email protected] Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing, China. Post code: 100026 This sub-proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. As for the profiles of the above senior executives, please refer to the appendix of this announcement. 2. Proposal on the Reappointment of the Securities Affairs Representative The Board approved to renew the appointment of Ms. Wang Zhujun as the Securities Affairs Representative to assist the Board Secretary, starting from the date of approval by the Board meeting and until the expiration of the 10th session of the Board. Ms. Wang Zhujun has obtained the qualification certificate of Board Secretary issued by the Shenzhen Stock Exchange, and the appointment of Ms. Wang Zhujun to the Securities Affairs Representative complies with the relevant provisions in the Listing Rules of Shenzhen Stock Exchange, Administrative Measures for the Qualifications of the Board Secretary and the Securities Affairs Representative of Listed Companies of Shenzhen Stock Exchange and other related regulations. As for the profiles of Ms. Wang Zhujun, please refer to the appendix of this announcement. The contact information of Ms. Wang Zhujun, the Securities Affairs Representative of the Company, is as follows: Telephone:（010）56718110 Fax:（010）59246173 Email: [email protected] Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Post code: 100026 This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. 3. Proposal on ADAMA’s 2023 Environmental, Social, and Governance (ESG) Report The Company is to publish its 2023 Environmental, Social, and Governance (ESG) Report, further embedding sustainability into its business activities. For details, please refer to ADAMA’s 2023 Environmental, Social, and Governance (ESG) Report disclosed on the same day. This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. It is hereby announced. Board of Directors of ADAMA Ltd. May 15, 2024 Appendix - Profiles Profiles of the President and Chief Executive Officer, Chief Financial Officer, Board Secretary and Securities Affairs Representative of the Company are as follows: 1. Profile of Mr. Steve Hawkins Mr. Steve Hawkins, Canadian, born in 1966, serves as the President & Chief Executive Officer of both the Company and Adama Agricultural Solutions Ltd., concurrent with his position as Chairman of the Board of Directors of Adama Agricultural Solutions Ltd. He holds a Diploma in Agriculture Engineering and an Executive MBA in Food and Agribusiness, both from the Ontario Agricultural College of the University of Guelph, and has a bachelor’s degree in Administrative Studies from York University. He previously served as ADAMA’s SVP Americas, and prior to that served as Regional Director EAME for Syngenta Crop Protection A.G. Currently, He does not work in the shareholders holding more than 5% of the Company’s shares or the actual controller of the Company. As of the date of this Announcement, Mr. Steve Hawkins does not directly or indirectly hold any of the Company’s shares. Mr. Steve Hawkins has no relationship with any shareholders holding more than 5% of the Company’s shares, the actual controllers, or other directors, supervisors and senior executives of the Company. Mr. Steve Hawkins has not been subject to any punishment imposed by the CSRC and the SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 of Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1 - Standardized Operation of Main Board Listed Companies issued by the SZSE. Mr. Steve Hawkins is not a judgement debtor subject to enforcement. Mr. Steve Hawkins meets all the qualifications set under the applicable laws and regulations. 2. Profile of Ms. Efrat Nagar Ms. Efrat Nagar, Israeli, born in 1974, serves as the Chief Financial Officer. She holds master’s degree in business administration (focus in Finance) from Bar Ilan University, Israel and bachelor's degree in Economics and Accounting from Bar Ilan University, Israel. She previously served as Regional CFO of India, Middle East and Africa, Executive Corporate Business Director (serving as the Chief of Staff for ADAMA’s CEO) and VP Finance in ADAMA. She had not worked in the controlling shareholder or the actual controller of the Company before. As of the date of this Announcement, Ms. Efrat Nagar does not directly or indirectly hold any of the Company’s shares. Ms. Efrat Nagar has no relationship with any shareholders holding more than 5% of the Company’s shares, the actual controllers, or other directors, supervisors and senior executives of the Company. Ms. Efrat Nagar has not been subject to any punishment imposed by the CSRC and the SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 of Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1 - Standardized Operation of Main Board Listed Companies issued by the SZSE. Ms. Efrat Nagar is not a judgement debtor subject to enforcement. Ms. Efrat Nagar meets all the qualifications set under the applicable laws and regulations. 3. Profile of Mr. Guo Zhi Mr. Guo Zhi, born in 1977, with Chinese citizenship, obtained master degrees in law from Peking University and Melbourne University. He currently serves as the Board Secretary, Director of the Discipline Inspection Commission of the Company and the legal head of ADAMA China, and used to be a supervisor of ADAMA China. From 2004 to 2017, he practiced law in Commerce & Finance Law Offices (“C&F”) and had been a lawyer and partner of C&F. He had not worked in the controlling shareholder or the actual controller of the Company before. As of the date of this Announcement, Mr. Guo Zhi does not directly or indirectly hold any of the Company’s shares. Mr. Guo Zhi has no relationship with any shareholders holding more than 5% of the Company’s shares, the actual controllers, or other directors, supervisors and senior executives of the Company. Mr. Guo Zhi has not been subject to any punishment imposed by the CSRC and the SZSE and does not fall under any of the circumstances stipulated in Article 3.2.2 of Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1 - Standardized Operation of Main Board Listed Companies issued by the SZSE. Mr. Guo Zhi is not a judgement debtor subject to enforcement. Mr. Guo Zhi has obtained the qualification certificate of Board Secretary issued by the SZSE and meets all the qualifications set under the applicable laws and regulations. 4. Profile of Ms. Wang Zhujun Ms. Wang Zhujun, born in 1984, with Chinese citizenship, obtained BA in English and MA in simultaneous translation respectively from Nanjing University and Beijing Foreign Studies University. She joined ADAMA in 2014 and currently serves as the Securities Affairs Representative and China Investor Relations Manager of ADAMA Ltd. From 2009 to 2014, she was employed by Foreign Economic Cooperation Office, Ministry of Environmental Protection, providing technical support to the Ministry in implementing inter-governmental and multinational agreements and conventions on environmental protection. As of the date of this Announcement, Ms. Wang Zhujun does not directly or indirectly hold any of the Company’s shares. Ms. Wang Zhujun has no relationship with any shareholders holding more than 5% of the Company’s shares, the actual controllers, or other directors, supervisors and senior executives of the Company. Ms. Wang Zhujun has not been subject to any punishment imposed by the CSRC and the SZSE. Ms. Wang Zhujun is not a judgement debtor subject to enforcement and meets all the qualifications set under the applicable laws and regulations. 中财网
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