ADAMA Ltd.Indicative Announcement on the 3
rdInterim ShareholdersMeeting in 2024
ADAMA Ltd. (hereinafter referred to as the “Company”) disclosed the Notice of the 3
rd
Interim Shareholders Meeting in 2024 (Announcement No.: 2024-56) onwww.cninfo.com.cn and Securities Times as well as China Securities Journal onNovember 7, 2024. The shareholders’ meeting is convened by a combination of on-sitevoting and online voting. To protect the legitimate rights and interests of investors andfacilitate shareholders to exercise their voting rights, we hereby inform you of thematters relating to the shareholders’ meeting as follows.I. Basic Information of the Meeting
1. This is the 3
rdInterim Shareholders Meeting in 2024.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
rd Interim Shareholders Meeting in 2024 on the 7
th
Meeting of the 10
thSession of theBoard of the Company on November 6, 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.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-57The 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.
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 November 22, 2024.
(2) Online voting: November 22, 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 November 22, 2024; the online voting via the onlinevoting system of the Shenzhen Stock Exchange will be any time from 9:15 a.m. to 3:00p.m. on November 22, 2024.
6. Record day of the meeting: November 19, 2024
B-share shareholders can vote only if they purchase the Company’s shares on or priorto November 14, 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 1, proposal 5 and proposal 6.
(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. ProposalCoding list of the shareholders’ meeting proposals is as followed:
| 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 Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. | √ |
| 2.00 | Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company | √ |
| 3.00 | Proposal on Revisions to the Rules of Procedures of the Board of Directors | √ |
| 4.00 | Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors | √ |
| 5.00 | Proposal on New Credit Facility from the Related Party | √ |
| 6.00 | Proposal on Signing of the Entrusted Management Agreement with Related Parties | √ |
The above proposals 1 to 5 were passed by the 7
th meeting of the 10
thsession of theBoard of Directors; proposal 6 is submitted to the shareholders for deliberation andapproval because the number of non-related directors attending the Board meeting wasless than three. Please refer to the announcements which were disclosed by theCompany on http://www.cninfo.com.cn on November 7, 2024.Note:
1. As special resolution, approval of proposal 2 and proposal 3 shall require at least 2/3of the voting rights represented by the attending shareholders.
2. The voting results of proposal 4 will take effect after the proposal 2 and proposal 3are approved by the shareholders.
3. Only one independent director will be elected at this shareholders' meeting, and thecumulative voting system is not applicable.The proposal for the candidate for independent director shall be submitted to theshareholders' meeting for approval only upon the candidate has been filed with theShenzhen Stock Exchange and there is no objection thereto.
4. 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, thecopy of business license, certificate of identity of the legal representative andshareholding certificates are necessary; while attending the meeting by proxy, theattendant must hold the copy of the business license, certificate of identity of the legalrepresentative, power of attorney, shareholding certificates along with ID of the proxy;
(3) shareholders from other locations can register via mail or fax before 16:30 onNovember 21, 2024. Please confirm by telephone after sending the mail or fax.Registration through telephone is not accepted.
2. Date: 9:30-16:30 (during the working days), from November 20 to November 21,2024.
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)59246173
Address: 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 7
th Meeting of the 10
thSession of the Board of the Directors.
2. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
November 21, 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 November 22, 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 November 22, 2024(the day on which the on-site meeting isheld) and end at 3:00 p.m. on November 22, 2024(the day on which the on-site meetingends).
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 3rd InterimShareholders Meeting of ADAMA Ltd. on November 22, 2024. The voting opinion isas 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 Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. | √ | |||
| 2.00 | Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company | √ | |||
| 3.00 | Proposal on Revisions to the Rules of Procedures of the Board of Directors | √ | |||
| 4.00 | Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors | √ | |||
| 5.00 | Proposal on New Credit Facility from the Related Party | √ | |||
| 6.00 | Proposal on Signing of the Entrusted Management Agreement with Related Parties | √ |
（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.