ADAMA Ltd.Announcement on the Resolution of the 2
ndInterimShareholders 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: Started at 14:30 on June 28, 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. onJune 28, 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 June 28, 2024.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2024-36
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
31 shareholders participated in the on-site meeting or via online voting system,representing 1,864,729,187 shares, accounting for 80.0378% 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 31 shareholders participated viaonline voting system, representing 1,864,729,187 shares, accounting for 80.0378% of theCompany’s total shares.
2. Attendance of B-share Shareholders
1 B-share shareholder participated in the on-site meeting or via online voting system,representing 130,000 shares, accounting for 0.0851% of the Company’s total B shares.Among them, 0 shareholders participated in the on-site meeting, representing 0 shares,accounting for 0.0000% of the Company’s total B shares and 1 shareholder participatedvia online voting system, representing 130,000 shares, accounting for 0.0851% of theCompany’s total B shares.
3. Attendance of Mid-small Shareholders
30 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 36,591,226 shares, accounting for 1.5706% 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 30 shareholders participated viaonline voting system, representing 36,591,226 shares, accounting for 1.5706% 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 Proposal
The following proposal was voted at the meeting by means of online and on-site voting:
1. Proposal on the Purchase of Liability Insurance for Directors, Supervisors andSenior Executives and the Related-party TransactionThe proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled bySinochem Holdings Corporation Ltd., it constitutes an affiliated shareholder of theCompany, and holds 1,828,137,961 shares of the Company. Such affiliated shareholderrefrained from voting on this proposal.
1.1 Voting Summary:
35,865,086 shares for it, accounting for 98.0155% of all the shares entitled to vote held bythe participating non-affiliated shareholders; 726,140 shares against it, accounting for
1.9845% 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; 130,000 shares against it, accounting for 100.0000% ofall the shares entitled to vote held by the participating B-share 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 the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
35,865,086 shares for it, accounting for 98.0155% of all the shares entitled to vote held bythe participating Mid-small shareholders; 726,140 shares against it, accounting for 1.9845%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.
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 non-affiliatedshareholders.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on June 13, 2024.V. Legal Opinion
1. Name of the law firm: Tian Yuan Law Firm
2. Names of the lawyers: Yujie Ji, Youlin Dong
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. Resolution of the 2nd 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.
June 29, 2024