ADAMA Ltd.Notice of the 1
stInterim Shareholders Meeting in 2024
I. Basic Information of the Meeting
1. This is the 1
stInterim Shareholders Meeting in 2024.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
st
Interim Shareholders Meeting in 2024 on the 33
rd
Meeting of the 9
th
Session of theBoard of the Company on April 25, 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 May 13, 2024.
(2) Online voting: May 13, 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 May 13, 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 May 13, 2024.
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-27
The 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.
6. Record day of the meeting: May 8, 2024
B-share shareholders can vote only if they purchase the Company’s shares on or priorto April 30, 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.Shareholders Syngenta Group Co., Ltd. is a related party of the Company and shallrefrain from the voting on the proposal 2.
(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. Proposal
1. Proposal on Revisions to the Policy for Independent Directors of ADAMA Ltd.
2. Proposal on Credit Facility from the Related Party
3. Proposal on Nomination of Non-Independent Directors to Compose the 10thSession of the BOD
4. Proposal on Nomination of Independent Directors to Compose the 10th Session of
the BOD
5. Proposal on Nomination of Non-employee Supervisors to Compose the 10th
Session of the BOS
The five proposals were passed by the 33
rd meeting of the 9
thsession of the Board ofDirectors and the 13
th
meeting of the 9
thsession of the Board of Supervisors. Pleaserefer to the announcements which were disclosed by the Company on
http://www.cninfo.com.cn on April 26, 2024.Note:
1. When voting upon the proposals 3 to 5 with reference to the election of three non-independent directors, two independent directors and two non-employee supervisors,the cumulative voting system shall be used. The voting upon the election of non-independent directors, independent directors and supervisors shall be separated. Thenumber of voting rights of each shareholder shall be the product of the shares he heldmultiplies the number of candidates he is entitled to vote. When filling out the ballot,each shareholder may distribute to one candidate with all voting rights he held, ordistribute to several candidates and indicate the voting rights distributed to eachcandidate thereafter, and such number of voting right shall not exceed the legitimatenumber of voting rights of the shareholder.
2. The proposal for the candidates for independent director shall be submitted to theshareholders' meeting for approval only upon they have been filed with the ShenzhenStock Exchange and there is no objection thereto.
3. The voting of Mid-small shareholders shall be counted separately and disclosed.III. Proposal CodeTable 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 Revisions to the Policy for Independent Directors of ADAMA Ltd. | √ |
| 2.00 | Proposal on Credit Facility from the Related Party | √ |
| Cumulative Voting Proposals (single-candidate election) | ||
| 3.00 | Proposal on Nomination of Non-Independent Directors to Compose the 10th Session of the BOD | Three non-independent directors shall be elected |
| 3.01 | Elect Mr. Qin Hengde as a non-independent director of the 10th session of the BOD | √ |
| 3.02 | Elect Mr. Liu Hongsheng as a non-independent director of the 10th session of the BOD | √ |
| 3.03 | Elect Mr. An Liru as a non-independent director of the 10th session of the BOD | √ |
| 4.00 | Proposal on Nomination of Independent Directors to Compose the 10th Session of the BOD | Two independent directors shall be elected |
| 4.01 | Elect Mr. Ge Ming as an independent director of the 10th session of the BOD | √ |
| 4.02 | Elect Mr. Yang Guangfu as an independent director of the 10th session of the BOD | √ |
| 5.00 | Proposal on Nomination of Non-employee Supervisors to Compose the 10th Session of the BOS | Two supervisors shall be elected |
| 5.01 | Elect Mr. Liu Jianhua as a non-employee supervisor of the 10th session of the BOS | √ |
| 5.02 | Elect Ms. Yuan Yuan as a non-employee supervisor of the 10th session of the BOS | √ |
IV. 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 on May11, 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), from May 10 to May 11, 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.V. 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.VI. Documents available for reference
1. Resolutions of the 33
rd
Meeting of the 9
th
Session of the Board of the Directors.
3. Resolutions of the 13
th
Meeting of the 9
th
Session of the Board of the Supervisors.
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
April 26, 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. For cumulative voting proposals, shareholders shall fill in the number ofaffirmative votes for the candidate.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 May 13, 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 May 13, 2024(the day on which the on-site meeting is held)and end at 3:00 p.m. on May 13, 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 1st Interim ShareholdersMeeting of ADAMA Ltd. on May 13, 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 Revisions to the Policy for Independent Directors of ADAMA Ltd. | √ | |||
| 2.00 | Proposal on Credit Facility from the Related Party | √ | |||
| Cumulative Voting Proposals | |||||
| 3.00 | Proposal on Nomination of Non-Independent Directors to Compose the 10th Session of the BOD | Three non-independent directors shall be elected | Affirmative Votes | ||
| 3.01 | Elect Mr. Qin Hengde as a non-independent director of the 10th session of the BOD | √ | |||
| 3.02 | Elect Mr. Liu Hongsheng as a non-independent director of the 10th session of the BOD | √ | |
| 3.03 | Elect Mr. An Liru as a non-independent director of the 10th session of the BOD | √ | |
| 4.00 | Proposal on Nomination of Independent Directors to Compose the 10th Session of the BOD | Two independent directors shall be elected | Affirmative Votes |
| 4.01 | Elect Mr. Ge Ming as an independent director of the 10th session of the BOD | √ | |
| 4.02 | Elect Mr. Yang Guangfu as an independent director of the 10th session of the BOD | √ | |
| 5.00 | Proposal on Nomination of Non-employee Supervisors to Compose the 10th Session of the BOS | Two supervisors shall be elected | Affirmative Votes |
| 5.01 | Elect Mr. Liu Jianhua as a non-employee supervisor of the 10th session of the BOS | √ | |
| 5.02 | Elect Ms. Yuan Yuan as a non-employee supervisor of the 10th session of the BOS | √ |
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,“×” if you vote against the resolution or waive. For cumulative voting proposals,you shall fill in the number of affirmative votes for the candidate. If the totalnumber of voting rights on a vote exceeds the legitimate number of voting rightsof the shareholder, such vote shall be deemed invalid.）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.