安道麦B:关于购买董监事及高级管理人员责任保险暨关联交易的公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-34
ADAMA Ltd.
Announcement on the Purchase of Liability
Insurance for Directors, Supervisors and Senior
Executives and the Related-party Transaction
The Company and all members of the Company’s Board of Directors confirm that all
information disclosedhereinistrue, accurate andcomplete, withno falseor misleadingstatement
or material omission.
I. Overviewofthe RelatedParty Transaction
On June 12, 2024, the 3rd meeting of the 10th session of the Board of Directors of
ADAMA Ltd. (hereinafter referredto as the “Company”) considered the Proposal on
the Purchase of LiabilityInsurancefor Directors,Supervisors and Senior Executives
and the Related-party Transaction. In order to further benefit from the Syngenta
Group synergies and obtain preferableinsurance terms, the Company iscontemplating
purchasing a Directors and Officers liability insurance policy by way of adding the
Company to the Directors and Officers liabilityinsurance policy of Syngenta Group
Co., Ltd. (hereinafter referred to as “SG”), which shall provide shared coverage (the
“Transaction”). Since SG is the controlling shareholder of the Company, this
Transaction therefore constituted a related-partytransaction.
In accordance with the provisionsof the Articles of Association and relevantlawsand
regulations, all the Directors abstained from voting on this proposal, and this
transaction will be submitted directly to the general meeting of shareholders for
consideration and approval, during which SG, the related party, will abstain from
voting. This Transaction has been reviewed by the Specialized Meeting of
Independent Directors of the Company and approvedby all independent directors.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measureson SignificantAsset Restructuringof ListedCompanies .
II. Overviewofthe RelatedParty

Established in 2019, SG is registered at Unit 08 of the 30th Floor, No. 88 of Shiji
Avenue, Shanghai Pilot Free-Trade Zone of China with Mr. LI Fanrong as its legal
representative. It has a registered capital of RMB 11,144,544,602 and operates in
R&D, production and sales of crop protection, seeds and crop nutrition products as
wellas modern agricultural services.
The shareholders and shareholding proportion of SG are as follows. China National
Agrochemical Co., Ltd holds 99.1% and Maidao Agrochemical Co., Ltd., 0.9%. The
State-owned Assets Supervisionand Administration Commission ofthe State Counci l
(SASAC) is the actual controller of SG.
As of December 31st, 2022, the revenue of SG was RMB 224.84489 billion, net
income 11.40569 billion, total assets 573.10198 billion and net assets 269.39203
billion.
Related-party relationship: as the controlling shareholder of the Company, SG is a
related party in accordance with Item 1, Paragraph 2 of Article 6.3.3 of the Listing
Rulesof Shenzhen Stock Exchange.
Analysis of contract performance capability:To the bestof the Company’s knowledge,
SG has sound performance capabilitybased on its normal production and operational
status. After searching on “the Website of Disclosure of Enforcement Information of
China”, it is not a debtor subject to judicial enforcement.
III. Basic Information on the Targetofthe Related-partyTransaction
In order to ensure the directors, supervisors and senior executives to exercise their
management and supervisory duties independently and effectively, and to further
benefit from the SG synergies as well as preferable insurance terms, the Company is
contemplating purchasing a Directors and Officers liabilityinsurance policy by way
of adding the Company to the Directors and Officers liabilityinsurance policy of SG,
which shall provide shared coverage. For details, please refer to Section V of thi s
announcement “Main Contents of the Liability Insurance”.
The Board of Directors of the Company would like to request the Shareholders'
General Meeting to authorize the management team to handle the purchase of the
liability insurance for directors, supervisors and senior executives (including but not
limited to the identification of the relevant insured persons; confirmation of the
insurance amount, premium and its adjustment and other insurance terms; signing of
the relevant legal documents and handling of other matters in relation to the
application for the insurance, etc.), as well as to handle the renewal or reappointment
of the liabilityinsurance upon or before the expiry of the existing contract.
IV. Pricing Basis of the Related-PartyTransaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and