ADAMA Ltd. Announcement of the Resolution of the 23 mathrm r d Meeting of the 10 mathrm t h 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 23 mathrm n d Meeting of the 10 mathrm t h Session of the Board of Directors of ADAMA Ltd. (hereinafter referred to as the “Board” and the “Company”) was held via circulation of the resolution on September 3<sup>rd</sup>, 2026 following notifications sent to all the directors by email on September 1<sup>st</sup>, 2026 (with the unanimous consent of all directors, the notice period for this meeting was waived). Seven directors were entitled to participate in the circulation and seven directors participated.
The meeting complied with all relevant laws and regulations as well as the Articles of Association of the Company. The following resolution was deliberated and adopted:
1. Proposal on the Nomination of a Non-Independent Director of the 10 t h Session of the Board of Directors
The Board recently received notice from Mr. Qin Hengde informing the Company of his resignation as the Director, Chairman of the Board, and member of the Audit Committee of the Board in light of work arrangements at Syngenta Group Co., Ltd. (hereinafter referred to as "SG"). For details, please refer to the Announcement on the Resignation of the Chairman of the Board disclosed on the same day.
(1) Nomination of Mr. Gaël Ali Hili
According to the Company Law of China and the Company's Articles of Association, the Company’s controlling shareholder SG has nominated Mr. Gaël Ali Hili to serve as a non-independent director of the Company, starting from the date of approval by the shareholders’ meeting and until the expiration of the 10 mathrm t h session of the Board and he may serve consecutive terms if reelected upon expiration of the term of office. As for the profile of Mr. Gaël Ali Hili, please refer to the appendix of this announcement.
On the same day, the Company received the Letter ofAdding a Temporary Proposal to the 3rd Interim Shareholders Meeting in 2026 from its controlling shareholder SG, proposing to submit the Proposal on the Nomination of a Non-Independent Director of the 10th Session of the Board of Directors to the Company's 3rd Interim Shareholders Meeting in 2026 for approval. This proposal complies with the provisions of the Company Law of the People's Republic of China and the Articles ofAssociation of the Company. The Board approves the submission of Mr. Gaël Ali Hili’s nomination as a new proposal to the Company's 3rd Interim Shareholders Meeting in 2026 for their approval, requiring also the affirmative vote of the majority of the votes held by all the shareholders present at such shareholders’ meeting.
This proposal was reviewed and approved by the Nomination Committee of the Board of Directors of the Company. After the completion of the election, the total number of directors concurrently serving as the senior executive of the Company and those who serve as employee representative director shall not exceed half of the total number of directors of the 10th session of the Board of Directors.
This proposal was passed with 7 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal shall be submitted to the shareholders’ meeting for approval.
It is hereby resolved.
Board of Directors of ADAMA Ltd.
September 4<sup>th</sup>, 2026
Appendix – Profile of the Nominee of the Non-Independent Director
Mr. Gaël Ali Hili, French, born in 1973. He holds a master’s degree in mechanical engineering from Université de Technologie de Compiègne (France). Mr. Gaël Ali Hili now serves as the President & Chief Executive Officer of both ADAMA Ltd. and Adama Agricultural Solutions Ltd., concurrent with his position as Director ofAdama Agricultural Solutions Ltd.
He previously assumed several positions at Syngenta, including Regional Director EAME of Syngenta Seeds, Head of East Europe and Head of Europe Syngenta CP and Seeds FC. Prior to Syngenta, Mr. Gaël Ali Hili served as Corporate Marketing Director at Dow.
As of the date of this Announcement, Mr. Gaël Ali Hili does not directly or indirectly hold any of the Company’s shares; he does not work in the shareholders holding more than 5% of the Company’s shares or the actual controller. Mr. Gaël Ali Hili has no related-party relationship with any shareholders holding more than 5% of the Company’s shares, the actual controllers, or other directors and senior executives of the Company.
Mr. Gaël Ali Hili has not been subject to any punishment imposed by the China Securities Regulatory Commission and the Shenzhen Stock Exchange (“SZSE”) and does not fall under any of the circumstances stipulated in Article 3.2.2 of Guidelines of the SZSE on Self-discipline Supervision of Listed Companies No.1 - Standardized Operation of Main Board Listed Companies issued by the SZSE. Mr. Gaël Ali Hili is not a judgement debtor subject to enforcement and meets all the qualifications set under the applicable laws and regulations.
股票
板块
用户
资讯
评论 (0)