Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-10
ADAMA Ltd.Announcement on the Pre-plan of 2024 Dividend Distribution
Special Reminder:
1. The Company's 2024 dividend distribution plan: no cash dividends will be distributed,no bonus shares will be given, and no reserves will be converted into share capital.
2. The dividend distribution plan still needs to be submitted to the Company's 2024annual general meeting for approval.
3. The Company's disclosure of dividend distribution plan does not touch upon thepossible application of other risk warnings as stipulated in Article 9.8.1 of the Shenzhen StockExchange Listing Rules.
I. Approval procedures
On March 12, 2025, Adama Ltd. (hereinafter referred to as the "Company") held the 10thmeeting of the 10th Board of Directors and approved the " Proposal on the Pre-Plan of the2024 Dividend Distribution". The proposal has already been approved at the 1st meeting ofthe Audit Committee of the Company's Board of Directors in 2025, at the special meeting ofindependent directors and at the 4th meeting of the 10th Board of Supervisors, and still needsto be submitted to the Company's 2024 annual general meeting of shareholders for review andapproval.
II. Basic information of the pre-plan of 2024 dividend distribution
As audited by the auditor, Deloitte Touche Tohmatsu CPA LLP, the consolidated net
profit attributable to shareholders of the Company for the year 2024 was a loss of RMB2,903,204,000. Based on the Company's operating result of the year and the provisions of theArticles of Association, taking into account the Company's debt situation and future fundingneeds, in order to ensure the sustainable development and smooth operation of the Company,as well as for the long-term interests of all shareholders, the pre-plan of 2024 dividenddistribution of the Company is: no cash dividends will be distributed, no bonus shares will begiven, and no reserves will be converted into share capital. The pre-plan of the dividenddistribution still needs to be submitted to the Company's 2024 annual general meeting ofshareholders for review and approval.III. Detailed information of dividend distribution plan
1. The Company does not touch upon the possible application of other risk warnings
| Item | 2024 | 2023 | 2022 |
| Cash dividend distributed (RMB) | - | - | 62,905,000 |
| Share repurchase and cancellations (RMB) | - | - | - |
| Net profit attributable to the shareholders (RMB) | (2,903,204,000) | (1,605,887,000) | 609,391,000 |
| The consolidated retained earnings by the end of current year (RMB) | 1,680,382,000 | ||
| The retained earnings of the parent company by the end of current year (RMB) | 779,972,000 | ||
| Whether being listed for 3 complete calendar year | Yes | ||
| Accumulated total cash dividends in the past 3 accounting years (RMB) | 62,905,000 | ||
| Accumulated share repurchase and cancellations in the past 3 accounting years | - | ||
(RMB)
| (RMB) | |
| Average net profit for the past 3 accounting years (RMB) | (1,299,900,000) |
| Accumulated total cash dividends and share repurchase and cancellations in the past 3 accounting years (RMB) | 62,905,000 |
| Whether touch upon the possible application of other risk warnings as stipulated in Article 9.8.1 of the Shenzhen Stock Exchange Listing Rules | No |
Based on the above indicators, the Company does not touch upon the possible applicationof other risk warnings as stipulated in Article 9.8.1 of the Shenzhen Stock Exchange ListingRules.
2. Explanations on the reasonableness of the pre-plan of 2024 dividend distribution
The balance of the consolidated retained earnings of the Company at the end of 2024 wasRMB 1,680,382,000, and the balance the retained earnings of the parent company at the endof 2024 was RMB 779,972,000. The retained earnings of the Company as of the end of 2024will be used to support the Company's future working capital needs and execute theCompany's development strategy. The Company will continue to adhere to the businessphilosophy of bringing returns to investors, strictly regulate the use of funds, improve theefficiency of fund used, and strive to give back to investors with more positive dividenddistribution plans.
The Company's pre-plan of 2024 dividend distribution complies with the dividenddistribution policy stipulated in the Company's Articles of Association and the actual situationof the Company. There is no violation of relevant provisions such as the Company Law of thePeople's Republic of China and the Shenzhen Stock Exchange Self discipline SupervisionGuidelines for Listed Companies No. 1- Standardized Operation of Main Board Listed
Companies.IV. The decision-making process performed by the Company
1. Approval by the Audit Committee
The Company held the 1st meeting in 2025 of the Audit Committee of the Board ofDirectors on March 10, 2025, and approved the "Proposal on the Pre-Plan of the 2024Dividend Distribution". The Audit Committee believes that the plan has taken into accountthe actual operating situation and future funding needs of the Company, ensuring thesustainable development of the Company and meeting the long-term interests of the Company,and agrees to submit the plan for review and approval at the 2024 annual general meeting ofshareholders.
2. Pre-approval by the Independent Directors
The Company held a special meeting of independent directors on March 11, 2025, andapproved the "Proposal on the Pre-Plan of the 2024 Dividend Distribution". The independentdirectors believe that the plan is in line with the Company’s operating situation and businessdevelopment needs of the Company, and complies with relevant regulations such as theCompany Law of the People's Republic of China and the Chinese Enterprise AccountingStandards. They also agree to submit the plan to the shareholders' meeting for review andapproval.
3. Approval by the Board of Directors
The Company held the 10th meeting of the 10th Board of Directors on March 12, 2025,and approved the "Proposal on the Pre-Plan of the 2024 Dividend Distribution", and agreedto submit the plan to the Company's 2024 annual general meeting of shareholders for reviewand approval. The Board of Directors believes that the plan complies with the dividenddistribution policy stipulated in the Company's Articles of Association and the actual situationof the Company.
4. Approval by the Board of Supervisors
The company held the 4th meeting of the 10th board of supervisors on March 12, 2025,and approved the "Proposal on the Pre-Plan of the 2024 Dividend Distribution". The board of
supervisors agreed to submit the plan to the Company's 2024 annual general meeting ofshareholders for review and approval.V. Documents for Future Reference
1. The Auditor’s Report
2. The resolutions of the Audit Committee
3. The resolutions of the Specialized Meeting of Independent Directors
4. The resolutions made at the 10th Meeting of the 10th Session of the Board of Directorsof the Company
5. The resolutions of the 4th Meeting of the 10th Board of Supervisors of the Company
It’s hereby announced.
Board of Directors of ADAMA Ltd.
March 14, 2025