ADAMA Ltd.Announcement on the Resolutions of 2021 Annual
General Meeting
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 April 21, 2021
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: An Liru
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. 2022-17The 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.
April 21, 2022; 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 April 21, 2022.
7. The convening and holding procedures comply with the Company Law, Rules ofListing of Shenzhen Stock Exchange and other laws and regulations, as well as theArticles of Association of the Company.III. Attendance in the Meeting
1. Attendance of Shareholders
23 shareholders participated in the on-site meeting or via online voting system,representing 1,911,747,780 shares, accounting for 82.0559% of the Company’s totalshares. Among them, 3 shareholders participated in the on-site meeting, representing393,027 shares, accounting for 0.0169% of the Company’s total shares and 20shareholders participated via online voting system, representing 1,911,354,753 shares,accounting for 82.0390% of the Company’s total shares.
2. Attendance of B-share Shareholders
3 B-share shareholders participated in the on-site meeting or via online voting system,representing 392,427 shares, accounting for 0.3596% of the Company’s total B shares.Among them, 2 shareholders participated in the on-site meeting, representing 392,427shares, accounting for 0.2569% of the Company’s total B shares and 1 shareholderparticipated via online voting system, representing 156,800 shares, accounting for 0.1027%of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
22 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 83,609,819 shares, accounting for 3.5887% of the Company’s total shares.Among them, 3 shareholders participated in the on-site meeting, representing 393,027shares, accounting for 0.0169% of the Company’s total shares and 19 shareholdersparticipated via online voting system, representing 83,216,792 shares, accounting for
3.5718% of the Company’s total shares.
4. Attendance of directors, supervisors and senior executives of the Company
Among five directors of the Company, three directors attended the meeting. Erik Fyrwald,chairman of the Company, and Chen Lichtenstein, director of the Company, did notattend the meeting due to work reasons. All the other directors attended the meeting.Three supervisors of the Company all attended the meeting.The secretary of the Board of Directors attended the meeting; some senior executives ofthe Company attended the meeting.The lawyers 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 the 2021 Annual Report and its Abstract
1.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 156,800 shares against it, accounting for 0.0082%of all the shares entitled to vote held by the participating shareholders; 3,300 sharesabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0002% of all the shares entitled to vote held by the participating shareholders.Among them:
(1) Voting Summary of B-share Shareholders:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 156,800 shares against it, accounting for
0.1875% of all the shares entitled to vote held by the participating Mid-smallshareholders; 3,300 shares abstained (among them, 0 share is considered as abstained dueto non-voting), accounting for 0.0039% of all the shares entitled to vote held byMid-small shareholders present.
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.
2. Proposal on the 2021 Financial Statements
2.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 160,100 shares against it, accounting for 0.0084%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due to
non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
2.2 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.
3. Proposal on the Pre-Plan of the 2021 Dividend Distribution
3.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 160,100 shares against it, accounting for 0.0084%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
3.2 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.
4. Proposal on the Self-Assessment Report on the 2021 Internal Control of theCompany
4.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 160,100 shares against it, accounting for 0.0084%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
4.2 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.
5. Proposal on the 2021 Working Report of the Board of Directors
5.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 160,100 shares against it, accounting for 0.0084%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is 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:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
5.2 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.
6. Proposal on the Engagement with an Audit Firm for the Audit of the FinancialStatements and Internal Control of the Company for 2022
6.1 Voting Summary:
1,911,319,880 shares for it, accounting for 99.9776% of all the shares entitled to voteheld by the participating shareholders; 427,900 shares against it, accounting for 0.0224%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,181,919 shares for it, accounting for 99.4882% of all the shares entitled to vote heldby the participating Mid-small shareholders; 427,900 shares against it, accounting for
0.5118% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
6.2 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.
7. Proposal on the Expected Related Party Transactions in the Ordinary Course ofBusiness in 2022The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled byChina National Chemical Co., Ltd., constituting an affiliated shareholder of the Company,and holds 1,828,137,961 shares of the Company. Such affiliated shareholder refrainedfrom voting on this proposal.
7.1 Voting Summary:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating shareholders; 160,100 shares against it, accounting for 0.1915% of allthe shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
7.2 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.
8. Proposal on the 2021 Working Report of the Board of Supervisors
8.1 Voting Summary:
1,911,587,680 shares for it, accounting for 99.9916% of all the shares entitled to voteheld by the participating shareholders; 160,100 shares against it, accounting for 0.0084%of all the shares entitled to vote held by the participating shareholders; 0 share abstained
(among them, 0 share is 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:
392,427 shares for it, accounting for 71.4508% of all the shares entitled to vote held bythe participating B-share shareholders; 156,800 shares against it, accounting for 28.5492%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
83,449,719 shares for it, accounting for 99.8085% of all the shares entitled to vote heldby the participating Mid-small shareholders; 160,100 shares against it, accounting for
0.1915% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
8.2 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.
9. Proposal on Revisions to the Related-party Transactions Management Rules ofADAMA Ltd.
9.1 Voting Summary:
1,907,708,365 shares for it, accounting for 99.7887% of all the shares entitled to voteheld by the participating shareholders; 4,039,415 shares against it, accounting for 0.2113%of all the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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 share for it, accounting for 0.0000% of all the shares entitled to vote held by theparticipating B-share shareholders; 549,227 shares against it, accounting for 100.0000%of all the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
79,570,404 shares for it, accounting for 95.1687% of all the shares entitled to vote heldby the participating Mid-small shareholders; 4,039,415 shares against it, accounting for
4.8313% of all the shares entitled to vote held by the participating Mid-smallshareholders; 0 share abstained (among them, 0 share is considered as abstained due tonon-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-smallshareholders present.
9.2 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.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on March 31, 2022.V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Wang Ningyuan, Han Qitong
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;
the qualification of the convener and attendees are legitimate and valid; the votingprocedures and voting results of the meeting are legitimate and valid.VI. Documents for Reference
1. Resolutions of 2021 Annual General Meeting;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
April 22, 2022