安道麦B:第十届董事会第八次会议决议公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-59
ADAMALtd.
Announcement of the Resolutions of the 8th
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 8th 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 December 18, 2024 following notifications sent to all the directors by email on
December 15, 2024. 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:
1. Proposal on the 2025 Work Plan
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
2. Proposal on Signing ofSupplementalAgreement II totheEntrusted Operation
and Management Agreement on Anhui Petro & Chemical
On December 31, 2021, an Entrusted Operation and Management Agreement
(hereinafter as “Agreement”) was signed by and between the Company and China
NationalAgrochemical Co., Ltd. (hereinafter as “CNAC”), according to which, during
the entrustment period, the Company shall be entrusted with the management rights
held by CNAC over Anhui Petroleum & Chemical Group Co., Ltd. (hereinafter as
“Anhui Petro & Chemical”). The Companyshall receive entrustment fees from CNAC,
the entrustment period under the Agreement shall be two years (as detailed in the
AnnouncementonSigningofanEntrustedOperationandManagementAgreementwith
a Related Party disclosed by the Company on January 4th, 2022).

OnDecember29, 2023, theCompany,Adama(China) Investment Co., Ltd. (hereinafter
referred to as "ADAMAChina") and CNAC signed the SupplementalAgreement to the
Entrusted Operation and Management Agreement (hereinafter as the “Supplemental
Agreement”), in which all parties agreed to extend the entrustment period under the
Agreement for one year until December 31, 2024 (as detailed in the Announcement of
the Resolutions of the 29th Meeting of the 9th Session of the Board of Directors
disclosed by the Company on December 30, 2023).
Given that the entrustment period under the Agreement and the Supplemental
Agreement is about to expire, the Board approves the Company andADAMAChina to
sign Supplemental Agreement II to the Entrusted Operation and Management
Agreement (“Supplemental Agreement II”) with CNAC (“Transaction”). The
Transaction constitutes related-party transaction.
Main contents of the SupplementalAgreement II are as follows:
（1）CNAC and the Company unanimously agree to extend the entrustment period
under theAgreement and the Supplemental Agreement for one year until December 31,
2025.
（2） The entrustment fees shall be paid by CNAC toADAMAChina.
（3）TheAgreement andtheSupplementalAgreementshall,except as amendedbythe
SupplementalAgreement II, remain in full force and effect.
The related directors, Mr. Qin Hengde and Mr. An Liru, refrained from voting. This
proposal was passed with 4 affirmative votes, 0 negative votes and 0 abstentions.
The Company’s Specialized Meeting of Independent Directors was held to consider
this proposal and issued approval opinion.
3. Proposal on Providing Guarantees by a Wholly-owned Subsidiary to its
Subsidiaries
The Board of Directors approves that its wholly-owned subsidiaryAdamaAgricultural
Solutions Ltd. will provide joint and several liability guarantees to relevant banks for
the financial accommodation and bank activities of its indirectly wholly-owned
subsidiariesAdama Ukraine LLC andAdama Brasil S.A.

For details, please see theAnnouncement on Providing Guarantees bya Wholly-owned
Subsidiary to its Subsidiaries published on www.cninfo.com.cn on the same day.
This proposal was passed with 6 affirmative votes, 0 negative votes and 0 abstentions.
This proposal subjects to the approval of shareholders of the Company.
4. Proposal on Calling for the 1st Interim Shareholders Meeting in 2025
The Board of Directors calls for the 1st interim shareholders meeting to be held on
January 3, 2025, at which a vote will be conducted by a combination of on-site votes
and online votes, to consider the abovementioned proposal 3.
This proposal was passed with 6 affirmative votes, 0 negative votes, and 0 abstentions.
It is hereby announced.
Board of Directors of ADAMA Ltd.
December 19, 2024