ADAMA Ltd.Announcement on the Resolutions of the 3
rdInterimShareholders 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 25, 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: 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. on
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2023-45The 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.
December 25, 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 25, 2023.
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
9 shareholders participated in the on-site meeting or via online voting system, representing1,863,138,065 shares, accounting for 79.9695% of the Company’s total shares. Amongthem, 0 shareholders participated in the on-site meeting, representing 0 shares, accountingfor 0.0000% of the Company’s total shares and 9 shareholders participated via onlinevoting system, representing 1,863,138,065 shares, accounting for 79.9695% 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
8 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 35,000,104 shares, accounting for 1.5023% 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 8 shareholders participated viaonline voting system, representing 35,000,104 shares, accounting for 1.5023% of theCompany’s total shares.The directors, supervisors and some senior executives of the Company, as well as thelawyers engaged by the Company as witnesses attended 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 Revisions to the Articles of Association of the Company
1.1 Voting Summary:
1,863,082,265 shares for it, accounting for 99.9970% of all the shares entitled to vote heldby the participating shareholders; 55,800 shares against it, accounting for 0.0030% 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:
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:
34,944,304 shares for it, accounting for 99.8406% of all the shares entitled to vote held bythe participating Mid-small shareholders; 55,800 shares against it, accounting for 0.1594%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 special resolution, this proposal has been approved with morethan 2/3 of the total number of shares entitled to vote held by the participating shareholders.
2. Proposal on the Nomination of an Independent Director of the 9th Session of the
Board of Directors
1.1 Voting Summary:
1,863,082,265 shares for it, accounting for 99.9970% of all the shares entitled to vote heldby the participating shareholders; 55,800 shares against it, accounting for 0.0030% 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:
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:
34,944,304 shares for it, accounting for 99.8406% of all the shares entitled to vote held bythe participating Mid-small shareholders; 55,800 shares against it, accounting for 0.1594%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. Yang Guangfu was elected as the 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 December 9, 2023.V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Ningyuan Wang, Jun Pan
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 3
rdInterim 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 26, 2023