ADAMA Ltd.Announcement on the Resolutions of the 1
stInterimShareholders Meeting in 2024
I. Important Notice
1. No proposal was vetoed at the meeting.
2. The meeting didn’t change any resolution made by the previous shareholders meetings.II. Holding of the Meeting
1. Time of the On-site Meeting: starts at 14:30 on May 13, 2024
2. Venue: 6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang District, Beijing
3. Nature of Meeting: Combination of on-site voting and online voting
4. Convener: The Board of Directors of the Company
5. Host: Qin Hengde
6. Time/Date of Online Voting:
Online voting: online voting via the trading system of Shenzhen Stock Exchange will befrom 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. onMay 13, 2024; online voting via the online voting system of the Shenzhen Stock Exchangewill be any time from 9:15 a.m. to 3:00 p.m. on May 13, 2024.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2024-29
The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.
7. The convening and holding procedures comply with the Company Law, Rules of Listingof Shenzhen Stock Exchange and other laws and regulations, as well as the Articles ofAssociation of the Company.III. Attendance in the Meeting
1. Attendance of Shareholders
12 shareholders participated in the on-site meeting or via online voting system,representing 1,865,540,447 shares, accounting for 80.0726% of the Company’s total shares.Among them, 0 shareholders participated in the on-site meeting, representing 0 shares,accounting for 0.0000% of the Company’s total shares and 12 shareholders participated viaonline voting system, representing 1,865,540,447 shares, accounting for 80.0726% of theCompany’s total shares.
2. Attendance of B-share Shareholders
0 B-share shareholders participated in the on-site meeting or via online voting system,representing 0 shares, accounting for 0.0000% of the Company’s total B shares. Amongthem, 0 shareholders participated in the on-site meeting, representing 0 shares, accountingfor 0.0000% of the Company’s total B shares and 0 shareholders participated via onlinevoting system, representing 0 shares, accounting for 0.0000% of the Company’s total Bshares.
3. Attendance of Mid-small Shareholders
11 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 37,402,486 shares, accounting for 1.6054% of the Company’s total shares.Among them, 0 shareholders participated in the on-site meeting, representing 0 shares,accounting for 0.0000% of the Company’s total shares and 11 shareholders participated viaonline voting system, representing 37,402,486 shares, accounting for 1.6054% of theCompany’s total shares.Directors, supervisors and some senior executives of the Company, as well as the lawyersengaged by the Company as witnesses attended the meeting.IV. Deliberation and Voting on the Proposals
The following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on Revisions to the Policy for Independent Directors of ADAMA Ltd.
1.1 Voting Summary:
1,860,636,416 shares for it, accounting for 99.7371% of all the shares entitled to vote heldby the participating shareholders; 4,904,031 shares against it, accounting for 0.2629% ofall the shares entitled to vote held by the participating shareholders; 0 shares abstained(among them, 0 shares are considered as abstained due to non-voting), accounting for
0.0000% of all the shares entitled to vote held by the participating shareholders. Amongthem:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders; 0 shares against it, accounting for 0.0000% of all theshares entitled to vote held by the participating B-share shareholders; 0 shares abstained(among them, 0 shares are considered as abstained due to non-voting), accounting for
0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
32,498,455 shares for it, accounting for 86.8885% of all the shares entitled to vote held bythe participating Mid-small shareholders; 4,904,031 shares against it, accounting for
13.1115% of all the shares entitled to vote held by the participating Mid-small shareholders;0 shares abstained (among them, 0 shares are considered as abstained due to non-voting),accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholderspresent.
1.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.
2. Proposal on Credit Facility from the Related Party
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled bySinochem Holdings Corporation Ltd., constituting an affiliated shareholder of the
Company, and holds 1,828,137,961 shares of the Company. Such affiliated shareholderrefrained from voting on this proposal.
2.1 Voting Summary:
36,417,586 shares for it, accounting for 97.3668% of all the shares entitled to vote held bythe participating non-affiliated shareholders; 984,900 shares against it, accounting for
2.6332% of all the shares entitled to vote held by the participating non-affiliatedshareholders; 0 shares abstained (among them, 0 shares are considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by theparticipating non-affiliated shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders; 0 shares against it, accounting for 0.0000% of all theshares entitled to vote held by the participating B-share shareholders; 0 shares abstained(among them, 0 shares are considered as abstained due to non-voting), accounting for
0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
36,417,586 shares for it, accounting for 97.3668% of all the shares entitled to vote held bythe participating Mid-small shareholders; 984,900 shares against it, accounting for 2.6332%of all the shares entitled to vote held by the participating Mid-small shareholders; 0 sharesabstained (among them, 0 shares are considered as abstained due to non-voting),accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholderspresent.
2.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating non-affiliatedshareholders.
3. Proposal on Nomination of Non-Independent Directors to Compose the 10thSession of the BOD
The proposal adopted the cumulative voting system, in which each non-independentdirector is voted for separately.
3.01 Elect Mr. Qin Hengde as a non-independent director of the 10th session of the BOD
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. Qin Hengde is elected as a non-independent director of the 10th sessionof Board of Directors.
3.02 Elect Mr. Liu Hongsheng as a non-independent director of the 10th session of theBOD
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. Liu Hongsheng is elected as a non-independent director of the 10thsession of Board of Directors.
3.03 Elect Mr. An Liru as a non-independent director of the 10th session of the BOD
1.1 Voting Summary:
1,865,481,348 shares for it, accounting for 99.9968% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,343,387 shares for it, accounting for 99.8420% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. An Liru is elected as a non-independent director of the 10th session ofBoard of Directors.
4. Proposal on Nomination of Independent Directors to Compose the 10th Session of
the BODThe proposal adopted the cumulative voting system, in which each independent director isvoted for separately. The qualifications of the independent director candidates have beenreviewed by Shenzhen Stock Exchange.
4.01 Elect Mr. Ge Ming as an independent director of the 10th session of the BOD
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. Ge Ming is elected as an independent director of the 10th session ofBoard of Directors.
4.02 Elect Mr. Yang Guangfu as an independent director of the 10th session of the BOD
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. Yang Guangfu is elected as an independent director of the 10th sessionof Board of Directors.
5. Proposal on Nomination of Non-employee Supervisors to Compose the 10thSession of the BOSThe proposal adopted the cumulative voting system, in which each non-employeesupervisor is voted for separately.
5.01 Elect Mr. Liu Jianhua as a non-employee supervisor of the 10th session of the BOS
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Mr. Liu Jianhua is elected as a non-employee supervisor of the 10th sessionof the BOS.
5.02 Elect Ms. Yuan Yuan as a non-employee supervisor of the 10th session of the BOS
1.1 Voting Summary:
1,865,503,548 shares for it, accounting for 99.9980% of all the shares entitled to vote heldby the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,365,587 shares for it, accounting for 99.9013% of all the shares entitled to vote held bythe participating Mid-small shareholders.
1.2 Voting Result: As a general resolution, this sub-proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders. Ms. Yuan Yuan is elected as a non-employee supervisor of the 10th sessionof the BOS.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on April 26, 2024.V. Legal Opinion
1. Name of the law firm: Tian Yuan Law Firm
2. Names of the lawyers: Zhusha Chen, Wenya Wang
3. Conclusive opinion:
In the lawyers’ opinion, the convening and holding procedures comply with laws,administrative regulations, the Rules for the Shareholders’ Meetings of Listed Companies,and the Articles of Association of the Company; the qualification of the convener andattendees are legitimate and valid; the voting procedures and voting results of the meetingare legitimate and valid.VI. Documents for Reference
1. Resolutions of the 1st Interim Shareholders Meeting in 2024;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
May 14, 2024