安道麦B:第十届董事会第九次会议决议公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2025-1
ADAMALtd.
Announcement of the Resolutions of the 9th
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 9th 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 30, 2024 following notifications sent to all the directors by email on
December 24, 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 Amendments to Certain Terms of the Entrusted Management
Agreement
In order to resolve horizontal competition, approved by the 7th Meeting of the 10th
Session of the Board of Directors and the 3rd Extraordinary Shareholders Meeting in
2024ofADAMA,theCompanyintendstoenterintoentrustedmanagement agreements
with SyngentaAG (hereinafter referred to as “SAG”), JiangsuYangnongChemical Co.,
Ltd.(hereinafter referred to as “Yangnong”) respectively. For details, please refer to the
Announcement on the signing of the Entrusted Management Agreement with Related
Parties (No.2024-55) disclosed on November 7,2024.

In order to optimize the entrusted management plan, the Company has supplemented
and improved the terms of the Entrusted Management Agreement after consulting with
SAG and Yangnong, respectively. The details are as follows:
1. the Entrusted Management Agreement between the Company and SAG
（1）Overlapping Products that result from enablement are included in the scope of
the Entrusted Business: The scope of the Entrusted Business entrusted by SAG to the
Company has been adjusted so that Overlapping Products resulting from enablement,
which were previouslyexcluded from the Entrusted Business, are included in the scope
of the Entrusted Business after this adjustment, including: a) the registration of the
Overlapping Product by the Company is achieved on the basis of the intellectual
property right licensed by SAG or by relying on the regulatory data owned by SAG; or
b) due to the lack of registration of the Overlapping Product in one country, the
Company purchases such product from SAG and sell it in the overlapping sales regions
in order to complement its products portfolio offered to customers and/or increase its
sales in that country.
（2）Theentrusted party's priorityright is addedintothe provisions oftheEntrustment
Management Agreement, being operated in accordance with the Agreement: The
Company, as the entrusted party, enjoys priority in the use of distribution channels and
priority in obtaining supplies from suppliers where there is an overlap in distribution
channels or suppliers for the Entrusted Business.
（3）Term of the agreement: the termination condition shall be adjusted to: If SAG’s
affiliates no longer have an obligation to resolve horizontal competition between
ADAMA and SAG prior to the expiration of the period of this Agreement (whether the
initial period or any extended period), this Agreement shall terminate immediately on
the date the obligation is terminated .
（4）Except for the amendments specified above, the rest of the Agreement remains
unchanged.
2. the Entrusted Management Agreement between the Company and Yangnong

（1）Theentrusted party's priorityright is addedintothe provisions oftheEntrustment
Management Agreement, being operated in accordance with the Agreement: The
entrusted party of the Entrusted Business enjoys priority in the use of distribution
channels and priority in obtaining supplies from suppliers where there is an overlap in
distribution channels or suppliers for the Entrusted Business.
（2）Term of the agreement: the term of the agreement and the conditions of
termination shall be adjusted to: The initial period of this Agreement shall be three
years from the effective date of this Agreement and shall be automatically extended for
one year at a time upon expiry. This Agreement may be terminated within the extended
term by mutual consent of both Parties and, prior to the termination of this Agreement,
the Parties shall actively, in good faith and reasonably negotiate and determine the
resolution measures for the Overlapping Products (if then existing) to ensure the
continued compliance with the undertakings on the resolution of the horizontal
competition given by Sinochem Holdings Corporation Limited, China National
Chemical Corporation Limited and Syngenta Group Corporation Limited to ADAMA.
If the two Parties’ affiliates no longer have an obligation to resolve