安道麦B(200553):第十届董事会第十一次会议决议公告（英文版）
ADAMA Ltd. th Announcement of Resolutions of the 11 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.th th The 11 Meeting of the 10 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 on April 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 subsidiary ADAMA 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 Appointment of the Head of the Internal Auditing Department of the Company After being approved by the Audit Committee of the Board, the Board approved the 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. As of the date of this Announcement, Mr. Tu Zhiwen does not directly or indirectly 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 executives of the Company. Mr. Tu Zhiwen has not been subject to any punishment imposed by the CSRC and the SZSE. Mr. Tu Zhiwen is not a judgement debtor subject to enforcement and meets all the qualifications set under the applicable laws and regulations. 中财网
 |