Stock Code: 000553(200553) Stock Abbreviation: Sanonda A(B)
Announcement No. 2018-51
Hubei Sanonda Co., Ltd.
Announcement of the Resolutions of the 9th
Meeting of the 8th Session of the Board of Directors
The Company and all members of its Board of Directors confirm that all the
information disclosed herein is true, accurate, and complete with no false or
misleading statement or material omission.
The 9th Meeting of the 8th Session of the Board of Directors of Hubei Sanonda Co., Ltd.
(hereinafter referred to as “Company”) was held via circulation of the resolutions on
December 10, 2018 following notifications to all the directors by email. Five directors
were entitled to participate in the circulation and five directors participated.
The meeting complied with all relevant laws, regulations and the Articles of
Association of the Company. The following resolutions were adopted:
1. Proposal on the Change of Company Name and the Stock Abbreviations
As the final milestone in the combination of Adama Agricultural Solutions Ltd.
and the Company, and to demonstrate the two companies coming together under
ADAMA, the Hebrew word for "earth" or "soil", as a single global brand reflecting
the Company’s farmer-centric focus and its commitment to advancing agriculture
in markets around the world, the Board of Directors approved the change of the
Company’s name and stock abbreviations as follows:
Current Name New Name
Company’s Chinese 湖北沙隆达股份有限公司 安道麦股份有限公司
Name
Abbreviation of 沙隆达 安道麦
Company’s Chinese
Name
Company’s English Hubei Sanonda Co., Ltd. ADAMA Ltd.
Name
1
Abbreviation of Sanonda ADAMA
Company’s English
Name
Stock Abbreviation of 沙隆达 A 安道麦 A
A Share (Chinese)
Stock Abbreviation of Sanonda A ADAMA A
A Share (English)
Stock Abbreviation of B 沙隆达 B 安道麦 B
Share (Chinese)
Stock Abbreviation of B Sanonda B ADAMA B
Share (English)
The Board of Directors requests the shareholders meeting to authorize the management
of the Company to deal with the matters related to the change of the company name and
the stock abbreviations, including but not limited to the work related to changing the
Company name in various certificates, licenses, registrations, Company policy
documents, as well as the application of the new Company seals.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
The Company’s independent directors gave independent opinion on the above proposal.
The detailed opinion is disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) on the same day.
This proposal needs to be submitted to the shareholders meeting for approval.
2. Proposal on the Revisions of the Articles of Association
Due to the change of the Company’s name, the Board of Directors approved the
following revisions to the Articles of Association of the Company:
Current Revised
Article 1 These Articles of
Article 1 These Articles of
Association of ADAMA Ltd.
Association of Hubei Sanonda Co., Ltd.
(hereinafter referred to as “Company”)
(hereinafter referred to as “Company”) are
are formulated pursuant to the
formulated pursuant to the Company Law
Company Law of the People's
of the People's Republic China
Republic China (hereinafter referred
(hereinafter referred to as “Company
to as “Company Law”), the Securities
Law”), the Securities Law of the People's
Law of the People's Republic of China
Republic of China (hereinafter referred to
(hereinafter referred to as “Securities
as “Securities Law”) and other related
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provisions, with a view to safeguarding Law”) and other related provisions,
the legitimate rights and interests of the with a view to safeguarding the
Company, its shareholdings and creditors, legitimate rights and interests of the
and regulating the organizational Company, its shareholdings and
structures and acts of the Company. creditors, and regulating the
organizational structures and acts of
the Company.
Article 2 The Company was restructured Article 2 The Company was
from former Shashi Pesticide Factory of restructured from former Shashi
Hubei Province as a company limited by Pesticide Factory of Hubei Province as
shares (hereinafter referred to as a company limited by shares
“company”) in accordance with the (hereinafter referred to as “company”)
Company Law and other relevant in accordance with the Company Law
provisions. and other relevant provisions.
As approved in “E Gai [1992]02” As approved in “E Gai [1992]02”
Document issued by the Commission for Document issued by the Commission
Economic Restructuring of Hubei for Economic Restructuring of Hubei
Province, the company is established as Province, the company is established
as per raising capital by private
per raising capital by private placement,
registered with the Administration for placement, registered with the
Industry and Commerce at Hubei Administration for Industry and
Province, and obtained its business Commerce at Hubei Province, and
license, the number of which is Qi Gu E obtained its business license. The
Zong Zi No. 002523. social credit code of the Company is
91420000706962287Q.
Article 4 Registered name of the Article 4 Registered name of
Company the Company
Full name in Chinese: 湖北沙隆达股 Full name in Chinese: 安道麦股
份有限公司 份有限公司
Full name in English: HUBEI Full name in English: ADAMA Ltd.
SANONDA CO., LTD.
Article 18 In August, 1992, the Article 18 In August, 1992, the
Bureau for State Property Administration Bureau for State Property
of Shashi, Hubei Province converted net Administration of Shashi, Hubei
operating assets in total amount of Province converted net operating
Renminbi 60,764,900 into capital assets in total amount of Renminbi
contribution as 59,663,400 State shares, 60,764,900 into capital contribution as
and raised capital by private placement 59,663,400 State shares, and raised
from the employees, who subscribed capital by private placement from the
15,270,500 shares to establish Hubei employees, who subscribed
Sanonda Co., Ltd. 15,270,500 shares to establish the
Company.
All other articles of the Articles of Association remain unchanged.
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This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal needs to be submitted to the shareholders meeting for approval.
3. Proposal on the Customary Extension of Liability Insurance Policies for
Directors, Supervisors and Senior Executives
The Company engages regularly in annual D&O liability insurance policies and plans
to extend the policy covered by the proposal approved by the 22nd Board Meeting of the
7th Board and the 4th Interim Shareholders Meeting in 2017 (hereinafter referred to as
“original policy”).
The Board of Directors submitted to the shareholders meeting the authorization of the
Company's management to annually deal with all matters relating to renewal/extension
of the customary D&O liability insurance policies, with up to 20% flexibility in the
relevant terms of the original policy.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal needs to be submitted to the shareholders meeting for approval.
4. Proposal on Calling for the 3rd Interim Shareholders Meeting of 2018
The Board of Directors calls for the 3rd interim shareholders meeting of 2018 to be held
on December 26, 2018, at which a voting will be conducted by a combination of on-site
votes and online votes, to consider the above three proposals.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This announcement is hereby made.
Board of Directors of Hubei Sanonda Co., Ltd.
December 10, 2018
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