ADAMA Ltd.Notice of 2023 Annual General Meeting
I. Basic Information of the Meeting
1. This is the 2023 Annual General Meeting.
2. Convener: Board of Directors. The Company passed a proposal on calling for the2023 Annual General Meeting on the 31
st Meeting of the 9
thSession of the Board of theCompany on March 26, 2024.
3. The meeting is in line with the relevant laws, administrative regulations, regulatorydocuments and relevant provisions of the Articles of Association of the Company.
4. Nature of the meeting: shareholders can vote through on-site voting and online voting.For each share, either on-site voting or online voting can be used. If repeated voting forthe same share occurs, the first voting shall prevail.
5. Time of the Meeting:
(1) On-site meeting: starts at 14:30 on April 16, 2024.
(2) Online voting: April 16, 2024. The online voting via the trading system of theShenzhen Stock Exchange will be from 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 April 16, 2024; the online voting via the online
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-12The 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.
voting system of the Shenzhen Stock Exchange will be any time from 9:15 a.m. to 3:00p.m. on April 16, 2024.
6. Record day of the meeting: April 11, 2024
B-share shareholders can vote only if they purchase the Company’s shares on or priorto April 8, 2024.
7. Attendance:
(1) All shareholders of the Company whose names appear on the registry of theShenzhen Branch of China Securities Depository and Clearing Corporation Limited onthe closing of the trading market on the record day are entitled to attend the meeting.Shareholders may also appoint proxies in writing to attend and vote. The proxies canbe non-shareholders.Shareholder Syngenta Group Co., Ltd. is a related party of the Company and shallrefrain from the voting on the proposal 7.
(2) Directors, supervisors and senior executives of the Company;
(3) Attorney engaged by the Company;
(4) Other invitees invited by the convener.
8. Location:
6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang, Beijing, ChinaII. ProposalTable 1: coding list of the shareholders’ meeting proposals
| NO. | Proposals | Note |
| The proposal with a “√” in this column can be voted |
| 100 | All Proposals (excluding the cumulative voting proposals) | √ |
| Non-cumulative Voting Proposals | ||
| 1.00 | Proposal on the 2023 Annual Report and its Abstract | √ |
| 2.00 | Proposal on the 2023 Financial Statements | √ |
| 3.00 | Proposal on the Pre-Plan of the 2023 Dividend Distribution | √ |
| 4.00 | Proposal on the Self-Assessment Report on the 2023 Internal Control of the Company | √ |
| 5.00 | Proposal on the 2023 Working Report of the Board of Directors | √ |
| 6.00 | Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 | √ |
| 7.00 | Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 | √ |
| 8.00 | Proposal on the 2023 Working Report of the Board of Supervisors | √ |
The Working Report of 2023 of the Independent Directors will be presented on themeeting.The eight proposals were passed by the 30
th meeting of the 9
thsession of the Board ofDirectors and the 12
th
meeting of the 9
thsession of the Board of Supervisors. Please
refer to the announcements which were disclosed by the Company onhttp://www.cninfo.com.cn on March 27, 2024.
The voting of Mid-small shareholders shall be counted separately and disclosed.III. Registration of the on-site Meeting
1. Way of Registration:
(1) for individual shareholders attending the meeting, personal ID card andshareholding certificates are needed; while attending the meeting by proxy, theattendant must hold the ID copy of the client, power of attorney, shareholding certificatealong with ID of the proxy;
(2) for legal representatives of legal person shareholders attending the meeting, the copyof business license, certificate of identity of the legal representative and shareholdingcertificates are necessary; while attending the meeting by proxy, the attendant must holdthe copy of the business license, certificate of identity of the legal representative, powerof attorney, shareholding certificates along with ID of the proxy;
(3) shareholders from other locations can register via mail or fax before 16:30 on April
15, 2024. Please confirm by telephone after sending the mail or fax. Registrationthrough telephone is not accepted.
2. Date: 9:30-16:30 (during the working days), on April 12 and April 15, 2024.
3. Place:
Office of the Company, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang ParkSouth Road, Chaoyang District, Beijing, China.
4. Contact：
Contact Person: Wang Zhujun, Guo ZhiTelephone: (010) 56718110 Fax: (010)59246173Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,Chaoyang District, Beijing, China.
Post code: 100026
5. The on-site meeting will last for half a day, the transportation and boarding expensesfor attendance shall be borne by the participants themselves.IV. Operation Process of Online Voting:
In the shareholders’ meeting, shareholders can participate in the voting through thetrading system or the online voting system (http://wltp.cninfo.com.cn) of the ShenzhenStock Exchange. For more details, please refer to attachment 1.V. Documents available for reference
1. Resolutions of the 30
th Meeting of the 9
thSession of the Board of the Directors.
2. Resolutions of the 31
st Meeting of the 9
thSession of the Board of the Directors.
3. Resolutions of the 12
th Meeting of the 9
thSession of the Board of the Supervisors.
4. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
March 27, 2024
Attachment 1
The Operation Process of Online VotingI. Online voting procedure
1. Voting code and abbreviation: Voting code “360553”; abbreviation “ADAMAvoting”
2. Vote
For non-cumulative voting proposals, shareholders shall vote among: For, Against, andWaive.II. Vote via the Shenzhen Stock Exchange Trading Program
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 16, 2024.
2. Shareholders can enter into the trading system to vote.
III. Vote via the Shenzhen Stock Exchange Online Voting System
1. The online voting via the online voting system of the Shenzhen Stock Exchangewill start at 9:15 a.m. on April 16, 2024(the day on which the on-site meeting is held)and end at 3:00 p.m. on April 16, 2024(the day on which the on-site meeting ends).
2. Shareholders voting through the online voting system shall obtain ShenzhenDigital Certificate or Shenzhen Investor Service Password in accordance with theGuidelines of Shenzhen Stock Exchange Investor Network Identity AuthenticationService Business (April 2016) to provide of identity authentication. For detailedauthentication process, please log into the online voting system http://wltp.cninfo.com.cn.
3. Shareholders can log into http://wltp.cninfo.com.cn with the Shenzhen DigitalCertificate or Shenzhen Investor Service to vote within the time period required by theShenzhen Stock Exchange online voting system.
Attachment 2
Power of attorneyI hereby authorize Mr./Ms._________ to attend and vote in the 2023 Annual GeneralMeeting of ADAMA Ltd. on April 16, 2024. The voting opinion is as followed:
| NO. | Proposals | Note | Voting Opinions | ||
| The proposal with a “√” in this column can be voted | For | Against | Waived | ||
| 100 | All Proposals (excluding the cumulative voting proposals) | √ | |||
| Non-cumulative Voting Proposals | |||||
| 1.00 | Proposal on the 2023 Annual Report and its Abstract | √ | |||
| 2.00 | Proposal on the 2023 Financial Statements | √ | |||
| 3.00 | Proposal on the Pre-Plan of the 2023 Dividend Distribution | √ | |||
| 4.00 | Proposal on the Self-Assessment Report on the 2023 Internal Control of the Company | √ | |||
| 5.00 | Proposal on the 2023 Working Report of the Board of Directors | √ | |||
| 6.00 | Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 | √ | |||
| 7.00 | Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 | √ | |||
| 8.00 | Proposal on the 2023 Working Report of the Board of Supervisors | √ |
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,“×” if you vote against the resolution or waive.）Consignor:
ID card or business license number:
Shareholding account: Type and amount of shareholding:
Consignee: ID card number:
Delegation date:
This power of attorney shall come into effect from the date of issuance and shallcontinue to be in effect till the end of the abovementioned shareholders meeting.