ADAMA Ltd.Announcement on the Resolutions of the 2
ndInterimShareholders Meeting in 2023
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 December 1, 2023
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: Erik Fyrwald
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. onDecember 1, 2023; online voting via the online voting system of the Shenzhen StockExchange will be any time from 9:15 a.m. to 3:00 p.m. on December 1, 2023.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2023-39The 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
14 shareholders participated in the on-site meeting or via online voting system,representing 1,866,404,181 shares, accounting for 80.1097% 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 14 shareholders participated viaonline voting system, representing 1,866,404,181 shares, accounting for 80.1097% of theCompany’s total shares.
2. Attendance of B-share Shareholders
2 B-share shareholders participated in the on-site meeting or via online voting system,representing 461,800 shares, accounting for 0.3023% 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 2 shareholders participatedvia online voting system, representing 461,800 shares, accounting for 0.3023% of theCompany’s total B shares.
3. Attendance of Mid-small Shareholders
13 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 38,266,220 shares, accounting for 1.6425% 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 13 shareholders participated viaonline voting system, representing 38,266,220 shares, accounting for 1.6425% of theCompany’s total shares.Some directors of the Company attended the meeting, and supervisors and some seniorexecutives of the Company as well as the lawyers engaged by the Company as witnessesattended the meeting.
IV. Deliberation and Voting on the ProposalsThe following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on the Nomination of a Non-Independent Director of the 9th Session ofthe Board of Directors
1.1 Voting Summary:
1,866,370,181 shares for it, accounting for 99.9982% of all the shares entitled to vote heldby the participating shareholders; 34,000 shares against it, accounting for 0.0018% of allthe shares entitled to vote held by the participating shareholders; 0 shares abstained (amongthem, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% ofall the shares entitled to vote held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
461,800 shares for it, accounting for 100.0000% of all the shares entitled to vote held bythe participating B-share shareholders; 0 shares against it, accounting for 0.0000% of allthe shares 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:
38,232,220 shares for it, accounting for 99.9111% of all the shares entitled to vote held bythe participating Mid-small shareholders; 34,000 shares against it, accounting for 0.0889%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 morethan 50% of the total number of shares entitled to vote held by the participatingshareholders.
Mr. Qin Hengde was elected as the non-independent director of the Company, starting fromthe date of approval by this shareholders’ meeting and until the expiration of the 9th sessionof the Board of Directors of the Company.The total number of directors concurrently serving as the senior executive of the Companyshall not exceed half of the total number of directors of the 9th session of the Board ofDirectors. The Company shall not have any director as the representatives of the staff andworkers.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on November 16, 2023.V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Wang Ningyuan, Pan Jun
3. Conclusive opinion:
In the lawyers’ opinion, the convening and holding procedures comply with the CompanyLaw, Rules for the Shareholders’ Meetings of Listed Companies, Notice of the ShenzhenStock Exchange on Issuing the Detailed Implementing Rules of the Shenzhen StockExchange for Online Voting at Shareholders’ Meetings of Listed Companies and otherapplicable laws and regulations, as well as the Articles of Association of the Company; thequalification of the convener and attendees are legitimate and valid; the voting proceduresand voting results of the meeting are legitimate and valid.VI. Documents for Reference
1. Resolutions of the 2
ndInterim Shareholders Meeting in 2023;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
December 2, 2023