ADAMA Ltd.2024 Working Report of the Board of Directors
In 2024, the Board of Directors (the BOD) of Adama Ltd. (hereinafter referred to as the“Company”) has strictly abided by the “Company Law”, “Shenzhen Stock ExchangeStock Listing Rules”, and “Self-Regulatory Guidelines No. 1 for Companies Listed inShenzhen Stock Exchange - Standardized Operations of Main board Listed Companies”and other relevant laws and regulations, implemented the regulatory provisions ofChina Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange(SZSE), earnestly performed the duties entrusted by the Articles of Association and theRules of Procedure of the Board of Directors, and conscientiously executed theresolutions passed by the shareholders' meeting in the spirit of being responsible to allshareholders of the Company. During the reporting period, all directors fulfilled theirduties diligently and gave full play to their core role in corporate governance. The workin 2024 is now reported as follows.
I. Business Review of the Company(I) 2024 Business ReviewAlthough the prices of agricultural inputs eased up a bit in 2024, prices of majoragricultural commodities continued to be sluggish and profitability at the farmers levelunder pressure. The size of global plant protection industry for the year is expected todecline on a yearly basis. While the channel inventory pressure of plant protectionproducts continued to be relieved, the prices of active ingredients (AI) in the Chinesemarket remained around historically low amid the generally high interest rate outsideChina and the sufficient supply of agrichemicals. As a result, channel customers stillfavored the just-in-time sourcing model, which has negatively impacted the pricing ofplant protection products.While the market was still weak, the Company launched the “Fight Forward”transformation plan in early 2024, aiming to improve its business quality, win the ValueInnovation segment, and gradually achieve the improvement of profits and cash flowin three years from 2024 to 2026. The sales for the full year of 2024 reachedapproximately 29.5 billion RMB, down 10% compared with last year. Despite that, thequarterly sales volume has resumed year-on-year growth for two consecutive quarters
since the second half of the year, leading to a stable volume for the full year. the lowersales mainly reflected the impact of lower prices. In addition, along with theimprovement of business quality, the Company's full-year gross profit, gross marginand EBITDA margin all increased year-on-year, reflecting the efforts in reducing cost,improving sales mix toward high margin products, and controlling operating expenses.Cash flow in the full year improved significantly thanks to various measures to optimizeprocurement and strengthen collection management.For detailed analysis about the Company’s performance in 2024, please refer to the2024 Annual Report and appendix to be disclosed on March 14, 2025, onwww.cninfo.com.cn.
(II) Implementation of Long-term Development StrategiesIn early 2024, ADAMA launched “Fight Forward”, a strategic transformation planaimed at gradually delivering improved profit and cash targets over a three-year period(2024-2026). This plan has three main pillars:
(1) Optimize financial management: With a focus on improving the company’sfinancial fitness in both the short and long term through cost reduction, as well ascommercial and manufacturing excellence;
(2) Streamline ADAMA’s operating model: Focus on key geographies with improvedresource allocation to the most profitable regions and centralize global functions toleverage expertise in order to enable the Company’s commercial unit resources toprimarily focus on customer needs to maximize ROI for all stakeholders;Focus on the Value Innovation segment, where value is provided by using off-patentActive Ingredients (“AIs”) enhanced by innovations in proprietary formulations andstrengthened pipelines, to address farmers’ needs, improve their efficiency and helpfarmers improve their return on investment.After one year of implementation throughout the Company, the transformation plan hasshown early impacts, including significant improvement of cash flow for the full yearof 2024, higher gross profits and margin as well as higher EBITDA margin. TheCompany will accelerate the implementation of the transformation plan in 2025.
II. Work of the Board of Directors(I) Term Change and Build-up of the Board of DirectorsOn May 13, 2024, the Company held the first extraordinary general meeting of
shareholders of 2024 and elected the tenth session of the Board of Directors, whosemembers are Mr. Qin Hengde (the Chairman), Mr. Liu Hongsheng, Mr. An Liru, Mr.Ge Ming (Independent Director) and Mr. Yang Guangfu (Independent Director),representing a successful and smooth term change of the BOD through election. TheTenth session of the BOD is composed of the Audit Committee, the NominationCommittee and the Remuneration and Appraisal Committee to support its operation ina scientific, compliant and efficient manner. In order to optimize corporate governance,on November 22, the Company held the third extraordinary general meeting ofshareholders in 2024 and added Mr. Huang Jingsheng as an independent director byelection. The number of board members increased from the original five to six, of whichthe number of independent directors was adjusted from two to three.
(II) Convention of Board MeetingsIn 2024, the Company's BOD earnestly performed its duties and exercised its powersin accordance with the law and held a total of 13 board meetings. Before consideringvarious proposals, the BOD conducted in-depth analysis, full discussion and prudentdecision-making to decide scientifically and operate with standards. It reviewed andapproved 49 proposals in the year, none of which was rejected. The details of themeetings are as follows:
Number of Sessions | Convening Date | Disclosure Date | Meeting Resolutions |
The 30th Meeting of the Ninth Session of the Board of Directors | March 25, 2024 | March 27, 2024 | The meeting reviewed and approved: 1. Proposal on the 2023 Annual Report and its Abstract 2. Proposal on the 2023 Financial Statements 3. Proposal on the Pre-Plan of the 2023 Dividend Distribution 4. Proposal on the Self-Assessment Report on the 2023 Internal Control of the Company 5. Proposal on the 2023 Working Report of the Board of Directors 6. Proposal on the 2023 Risk Appraisal Report of Sinochem Finance Co., Ltd. 7. Proposal on the Remuneration of Senior Executives 8. Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 9. Proposal on the Report on Performance Evaluation of Audit Firm in 2023 and the Performance of Supervision Duties by the Audit Committee 10. Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 11. Proposal on Realization of Performance Commitment related to a Controlled Subsidiary 12. Proposal on the Special Opinion on Self-examination of the Independence of Independent Directors The 2023 Working Reports of the Independent Directors were also presented and reviewed during the meeting. |
The 31st Meeting of the Ninth Session of the Board of Directors | March 26, 2024 | March 27, 2024 | The meeting reviewed and approved: 1. Proposal on Calling for the 2023 Annual General Meeting 2. Proposal on Providing Guarantees in favor of the Company’s Wholly-owned Subsidiary 3. Proposal on Bank Loans |
The 32nd Meeting of the Ninth | April 3, 2024 | April 8, 2024 | The meeting reviewed and approved: 1. Proposals on the Nomination of a Non-Independent Director of the 9th Session of the |
Session of the Board of Directors | Board of Directors | ||
The 33rd Meeting of the Ninth Session of the Board of Directors | April 25, 2024 | April 26, 2024 | The meeting reviewed and approved: 1. Proposal on the Q1 2024 Report 2. Proposal on Nomination of Non-Independent Directors to Compose the 10th Session of the BOD 3. Proposal on Nomination of Independent Directors to Compose the 10th Session of the BOD 4. Proposal on Revisions to the Policy for Independent Directors of ADAMA Ltd. 5. Proposal on Revisions to the Implementation Rules of the Audit Committee of the BOD, Implementation Rules for the Nomination Committee of the BOD 3 and Implementation Rules of the Remuneration and Appraisal Committee of the BOD 6. Proposal on Credit Facility from the Related Party 7. Proposal on Calling for the 1st Interim Shareholders Meeting in 2024 |
First Meeting of the Tenth Session of the Board of Directors | May 13, 2024 | May 14, 2024 | The meeting reviewed and approved: 1. Proposal on the Election of the Chairman of the 10th Session of the Board of Directors 2. Proposal on the Election of the Members of the Special Committees of the 10th Session of the Board of Directors |
Second Meeting of the Tenth Session of the Board of Directors | May 14, 2024 | May 15, 2024 | The meeting reviewed and approved: 1. Proposal on the Reappointment of Senior Executives of the Company 2. Proposal on the Reappointment of the Securities Affairs Representative 3. Proposal on ADAMA’s 2023 Environmental, Social, and Governance (ESG) Report |
The Third Meeting of the Tenth Session of the Board of Directors | June 12, 2024 | June 13, 2024 | The meeting reviewed and approved: 1. Proposal on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives and the Related-party Transaction 2. Proposal on Calling for the 2nd Interim Shareholders Meeting in 2024 |
Fourth Meeting of the Tenth Session of the Board of Directors | July 16, 2024 | July 18, 2024 | The meeting reviewed and approved: 1. Proposal on Change of the Senior Executive of the Company |
Fifth Meeting of the 10th Session of the Board of Directors | August 27, 2024 | August 29, 2024 | The meeting reviewed and approved: 1. Proposal on the 2024 Semi-Annual Report and its Abstract 2. Proposal on the Risk Appraisal Report of Sinochem Finance Co., Ltd. |
Sixth Meeting of the Tenth Session of the Board of Directors | October 29, 2024 | 31 October 2024 | The meeting reviewed and approved: 1. Proposal on the Q3 2024 Report |
The 7th Meeting of the 10th Session of the Board of Directors | November 6, 2024 | November 7, 2024 | The meeting reviewed and approved: 1. Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. 2. Proposal on the Risk Appraisal Report of Sinochem Finance Co., Ltd. 3. Proposal on the Contingency Plan for Deposits at Sinochem Finance Co., Ltd 4. Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company 5. Proposal on Revisions to Rules of Procedures of the Board of Directors 6. Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors 7. Proposal on New Credit Facility from the Related Party 8. Proposal on Signing of the Entrusted Management Agreement with Related Parties 9. Proposal on Calling for the 3rd Interim Shareholders Meeting in 2024 |
Eighth Meeting of the Tenth Session of the Board of Directors | December 18, 2024 | December 19, 2024 | 1. Proposal on the 2025 Work Plan 2. Proposal on Signing of Supplemental Agreement II to the Entrusted Operation and Management Agreement on Anhui Petro & Chemical 3. Proposal on Providing Guarantees by a Wholly-owned Subsidiary to its Subsidiaries 4. Proposal on Calling for the 1st Interim Shareholders Meeting in 2025 |
Ninth Meeting of the Tenth Session of the Board of Directors | December 30, 2024 | January 2, 2025 | 1. Proposal on Amendments to Certain Terms of the Entrusted Management Agreement 2. Proposal on Adjustment of the Members of the Special Committees of the Board and Revisions to Implementation Rules of the Special Committees |
(III) Convention of the General Meetings of ShareholdersIn 2024, the BOD called for 4 general meetings of shareholders to review 21 proposals.The procedures of the general meeting of shareholders all complied with the prescribedrequirements, and lawyers were engaged to ensure that all shareholders, especially theminority shareholders, have exercised their rights to know, participate and vote onmajor matters. Please see the details below.
Number of Sessions | Convening Date | Consideration of Proposals |
2023 Annual General Meeting | April 16, 2024 | 1. Proposal on the 2023 Annual Report and its Abstract 2. Proposal on the 2023 Financial Statements 3. Proposal on the Pre-Plan of the 2023 Dividend Distribution 4. Proposal on the Self-Assessment Report on the 2023 Internal Control of the Company 5. Proposal on the 2023 Working Report of the Board of Directors 6. Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 7. Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 8. Proposal on the 2023 Working Report of the Board of Supervisors 9. Proposal on the Nomination of a Non-Independent Director of the 9th Session of the Board of Directors |
First Extraordinary | May 13, 2024 | 1. Proposal on Revisions to the Policy for Independent Directors of ADAMA Ltd. |
General Meeting of Shareholders in 2024 | 2. Proposal on Credit Facility from the Related Party 3. Proposal on Nomination of Non-Independent Directors to Compose the 10th Session of the BOD 4. Proposal on Nomination of Independent Directors to Compose the 10th Session of the BOD 5. Proposal on Nomination of Non-employee Supervisors to Compose the 10th Session of the BOS | |
Second Extraordinary General Meeting of Shareholders in 2024 | June 28, 2024 | 1. Proposal on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives and the Related-party Transaction |
Third Extraordinary General Meeting of Shareholders in 2024 | November 22, 2024 | 1. Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. 2. Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company 3. Proposal on Revisions to the Rules of Procedures of the Board of Directors 4. Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors 5. Proposal on New Credit Facility from the Related Party 6. Proposal on Signing of the Entrusted Management Agreement with Related Parties |
(IV) Performance of Duties by Special Committees of the Board of DirectorsIn 2024, the special committees of the BOD performed their duties in strict accordancewith the Articles of Association and the implementation rules of each special committeebased on the principle of diligence and responsibility, provided advisory opinions forthe decision-making of the BOD, and played a positive role in the standardizedoperation and the scientific decision-making. In 2024, the Audit Committee held a totalof five meetings to review periodical statements, the re-appointment of the ChiefFinancial Officer and the person in charge of internal audit, the re-appointment of auditinstitutions, internal control, internal audit, risk assessment of the group financecorporation, profit distribution and other matters. It effectively supervised theCompany's financial status, strictly controlled risks, and safeguarded the legitimaterights and interests of the Company and minority shareholders.The Remuneration and Appraisal Committee held two meetings to review and expressopinions on the remuneration of the senior management of the Company.
The Nomination Committee held a total of five meetings, carefully examined thecandidates according to actual needs, studied the change and appointment of seniormanagement, the general election of independent directors and non-independentdirectors, and the addition of an independent director, and formulated recommendationsfor submission to the BOD for consideration.
(V) Performance of Independent DirectorsOn November 22, 2024, as reviewed and approved by the third extraordinary generalmeeting of shareholders in 2024, the number of independent directors of the Companyincreased from two to three, and Mr. Huang Jingsheng was elected as an independentdirector of the Tenth session of the Board. In accordance with relevant provisions of theCompany Law, the Measures for the Administration of Independent Directors of ListedCompanies and the requirements of the Articles of Association and the IndependentDirector Policy, the independent directors of the Company faithfully and diligentlyperformed their duties, actively paid attention to the operating and financial status,attended relevant meetings on time, and carefully considered various proposals of theboard of directors and special committees. In 2024, the independent directors held atotal of five special meetings to consider related party transactions, the risk assessmentreport of the group finance corporation, and the composition adjustment of the specialcommittees, which were submitted to the BOD for consideration after the approval ofall independent directors. In addition to attending various meetings, independentdirectors visited the operation sites to understand thebusiness progress and industrytrends. They exchanged ideas with auditors on the audit work plans and other importantissues, and earnestly performed supervisory duties. They also participated in the annualreport performance roadshow to understand investors’ concerns and demands for theCompany.In 2024, the meeting participation of independent directors is as follows:
Participation of independent directors in BOD meetings and shareholders' meetings in 2024 | |||
Name of Director | Number of Board meetings to be attended | Actual number of board meetings attended | Attendance at general meetings |
Ge Ming | 13 | 13 | 4 |
Yang Guangfu | 13 | 13 | 4 |
Huang Jingsheng | 2 | 2 | Not applicable because the Company did not hold any general meeting of shareholders from his election on November 22 to December 31, 2024. |
(VI) Information Disclosure and Management of Insider InformationThe Company has strictly fulfilled its information disclosure obligations in accordancewith relevant information disclosure regulations of CSRC and SZSE as well as therequirements of its own Information Disclosure Management Policy, and continuouslyimproved the quality of information disclosure. In 2024, it released a total of 102periodical statements and interim reports, and all announcements were disclosed inChinese and English to truly, accurately and completely disclose major events andproduction and business information. Moreover, the Company strictly and effectivelyimplemented the Registration and Management Policy of Insider Information,registered and reported insider information according to law, strengthened insiderinformation management, standardized information transmission process, strengthenedemployees' awareness of confidentiality and compliance, and strictly prevented insidertrading.
(VII) Investor Relations ManagementThe BOD has attached great importance to the management of investor relations andcommunicated with investors through announcements, phone calls, investor interactionplatform, featured column on the Company's official website and other multimediachannels to promote the exchange of views. After the disclosure of periodical reports,performance roadshows were held to update business progress and industry overviewto investors, provide special presentations on specific areas such as R&D, marketingand operation, so as to deepen investors’ understanding about business anddevelopment prospects.
III. Focus of the BOD in 2025In 2025, the BOD will continue to be responsible to all shareholders, with the goal ofbuilding a high-quality listed company, faithfully and diligently perform its duties,actively play its core role in business operations and corporate governance, supervisethe management to effectively carry out the 2025 Work Plan and firmly implement the“Fight Forward” transformation plan, promote value realization with innovation as thefundamental driving force, and comprehensively improve management quality. Theyear of 2025 is marked by the accelerated implementation of the “Fight Forward”transformation plan. The BOD will supervise the management team to deliver tangible
results of the “Fight Forward” plan, strengthen the pipeline, hedge against marketchallenges, improve execution and martialize new operational models. While leadingthe Company to improve business quality, the BOD will follow the requirements of theGuidelines for Listed Companies No. 10 - Market Value Management and supervise theCompany to conscientiously implement the Valuation Improvement Plan andstrengthen market value management. In addition, it will further improve variouscorporate governance policies according to the latest regulatory and operationalrequirements, enhance the internal control management, ensure operation compliance,earnestly fulfill information disclosure obligations and pursue excellence in investorrelations management.
Board of Directors of ADAMA Ltd.
March 12, 2025