Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-44
ADAMALtd.
Announcement of Resolutions of the 5th
Meeting of the 9th 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 5th Meeting of the 9th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via on-site and video conference
meeting on October 27, 2021 following notifications sent to all the directors by email
on October 22nd, 2021. Five directors were entitled to attend the meeting and five
directors attended.
The meeting complied 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 Q3 2021 Report
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the Q3 2021 Report disclosed on October 28, 2021.
2. Proposal on Credit Facilities of $100m from the Related Party
In order to expand the funding sources of the Company's wholly-owned subsidiary,
Adama Agricultural Solutions Ltd. ("Solutions") (through one of its subsidiaries) is
contemplating engaging in an agreement with Syngenta Group or anyof its subsidiaries
for the setting up of committed credit facilities of USD 100 million, ($50m-short term
credit line; $50m-long term bullet loan), which constitutes a related party transaction.
For details, please refer to the Announcement on Credit Facilities of $100m from the
Related Party disclosed on October 28, 2021.
The Company’s independent directors provided independent opinions on this proposal.
The detailed opinions were disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) on October 28, 2021.
The related directors, Mr. Erik Fyrwald and Mr. Chen Lichtenstein, refrained from
voting. This proposal was passed with 3 affirmative votes, 0 negative votes and 0
abstentions.
3. Proposal on Providing Guarantees in Favor of two Wholly-owned
Subsidiaries
(1) According to the Proposal on Providing Guarantees in Favor of a Wholly-owned
Subsidiary approved by the 30th Meeting of the 8th Session of the Board and the
Proposal on Providing Guarantees in Favor of two Wholly-owned Subsidiaries
approved by the 33rd Meeting of the 8th Session of the Board, the Company provides
joint liabilityguarantees in favor of certain financingbanks that provide annual loans to
ADAMA Anpon (Jiangsu) Ltd. (“Anpon”). In light of the actual needs of project loans
of Anpon, the Board approves to increase the guarantee amount with regard to two
project loans of the above-mentioned guarantees. The details are as follows.
Current Amended
The Company intends to provide joint The Company intends to provide joint
liability guarantees for the project loans of liability guarantees for the project loans of
Anpon detailed below: Anpon detailed below:
Project loan which will not exceed RMB Project loan which will not exceed RMB
264 million to be provided by Huai’an 250 million to be provided by Huai’an
South City Branch of Industrial and South City Branch of Industrial and
Commercial Bank of China; Commercial Bank of China;
Project loan which will not exceed RMB Project loan which will not exceed RMB
42 million to be provided by Huai’an 60 million to be provided by Huai’an
Rural Commercial Bank Rural Commercial Bank
(2) According to the Proposal on Providing Guarantees in Favor of two Wholly-owned
Subsidiaries approved by the 33rd Meeting of the 8th Session of the Board, the
Companyprovides joint liabilityguarantees in favorofthefinancingbankthat provides
credit line to Hubei Sanonda Foreign Trade Co., Ltd. (“Foreign Trade Company”) with
the guaranteed amount not exceeding RMB 150 million. According to the actual
business needs of the Foreign Trade Company, the Board approves to transfer the
guarantees from the previous to the current financing bank. The details are as follows.
Current Amended
The Foreign Trade Company, based on its The Foreign Trade Company, based on its
operation needs, intends to apply to operation needs, intends to apply to
Jingzhou Branch of Bohai Bank for a Wuhan Branch of Bohai Bank for a
working capital loan which will not comprehensive credit line which will not
exceed 150 million, with a term of one exceed 150 million for bank acceptance
year. The Company intends to provide bills, working capital loans, etc., with a
joint liability guarantees in favor of the term of one year. The Company intends to
above financing bank that is to provide provide joint liability guarantees in favor
loans to Foreign
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