Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-37
ADAMA Ltd.
Notice of Adding a Proposal to the Agenda of the 2nd
Interim Shareholders Meeting in 2019
The Company and all members of its board of directors hereby confirm that all
information disclosed herein is true, accurate and complete with no false or
misleading statement or material omission.
According to the 14th Meeting of the 8th Session of the Board of the Company, the 2nd
Interim Shareholders Meeting will be held at 14:30 on May 30, 2019. For details,
please refer to the Notice of the 2nd Interim Shareholders Meeting announced by the
Company on the website www.cninfo.com.cn on April 30, 2019.
The Company received a notice from its controlling shareholder, China Agrochemical
National Co., Ltd. (“CNAC”), requesting to add a proposal to the agenda of the 2nd
Interim Shareholders Meeting, regarding guarantees to be provided by the Company
in favor of the Company’s fully owned subsidiary, Jiangsu Anpon Electrochemical
Co., Ltd.
The 15th Meeting of the 8th Session of the Board of the Company approved the above
proposal. For details, please refer to the relevant announcements published by the
Company on the website www.cninfo.com.cn on May 18, 2019.
In accordance with the Company Law and the Articles of Association of the Company,
CNAC, as a shareholder that individually or jointly holding more than 3% of the
Company's shares may, 10 days prior to the convening of the shareholders’ meeting,
add proposals to be deliberated in such meeting. Therefore, the Board of Directors
agreed to submit such additional proposal to the 2nd Interim Shareholders Meeting for
approval.
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Except the above mentioned additional proposal, no other change is made to the
Notice of the 2nd Interim Shareholders Meeting. The following is the supplemental
notice with the additional proposal.
I. Basic Information of the Meeting
1. This is the 2nd Interim Shareholders Meeting in 2019.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
2nd Interim Shareholders Meeting on the 14th Meeting of the 8th Session of the Board
of the Company on April 28, 2019.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory
documents 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
by the same share occurs, the first voting result shall prevail.
5. Time of the Meeting:
(1) On-site meeting: begins at 14:30 on May 30, 2019.
(2) Online voting: the online voting via trading system of Shenzhen Stock Exchange
will be from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 30, 2019;
the online voting via online voting system of Shenzhen Stock Exchange will be any
time from 3:00 p.m. on May 29, 2019 to 3:00 p.m. on May 30, 2019.
6. Record day of the meeting: May 23, 2019
B-share shareholders can vote only if they purchase the Company’s shares on May 20,
2019 or before.
7. Attendance:
(1) All shareholders of the Company whose names appear on the registry of the
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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on the 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 can be to non-shareholders.
Shareholders, China National Agrochemical Co., Ltd. and Jingzhou Sanonda
Holdings Co., Ltd., are related parties of the Company and shall refrain from the
voting on the Proposal on New Expected Related-Party Transactions in the Ordinary
Course of Business in 2019, and the Proposal on the Signing of Supplemental
Financial Services Agreement with ChemChina Finance Co., Ltd.
(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 Sough Road, Beijing, Chaoyang, China
II. Proposal
1. Proposal on New Expected Related-Party Transactions in the Ordinary Course of
Business in 2019
2. Proposal on the Signing of a Supplemental Financial Services Agreement with
ChemChina Finance Co., Ltd.
3. Proposal on the Pre-Plan of the 2018 Dividend Distribution
4. Proposal on Providing Guarantees in Favor of a Subsidiary
The above proposals were passed by the 12th meeting, the 14th meeting and the 15th
meeting of the 8th session of the Board of Directors. For details, please see the
announcements published on www.cninfo.com.cn on March 21, April 30, and May 18,
2019.
Proposals No. 1 and No. 2 above are related party transactions. As such, the related
parties, China National Agrochemical Co., Ltd. and Jingzhou Sanonda Holdings Co.,
Ltd. will refrain from the vote.
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The voting of Mid-small shareholders shall be counted and disclosed separately.
III. Proposal Code
Table 1: coding list of the shareholders’ meeting proposals
Note
The proposal
NO. Proposals with a “√”
in this
column can
be voted
All proposals: except the non-cumulative voting
100 √
proposals
Non-cumula
tive Voting
Proposals
Proposal on New Expected Related-Party
1.00 Transactions in the Ordinary Course of Business √
in 2019
Proposal on the Signing of Supplemental
2.00 Financial Services Agreement with ChemChina √
Finance Co., Ltd.
Proposal on the Pre-Plan of the 2018 Dividend
3.00 √
Distribution
Proposal on Providing Guarantees in Favor of a
4.00 √
Subsidiary
IV. Registration of the on-site Meeting
1. Method of Registration:
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(1) for individual shareholders attending the meeting, personal ID card and
shareholding certificates are needed; while attending the meeting by proxy, the
attendant must hold the ID copy of the client, power of attorney, shareholding
certificate along with ID of the proxy;
(2) for legal representatives of legal person shareholders attending the meeting, the
copy of business license, certificate of identity of the legal representative and
shareholding certificates are necessary; while attending the meeting by proxy, the
attendant must hold the copy of the business license, certificate of identity of the legal
representative, 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
May 29, 2019. Please confirm by telephone after sending the mail or fax. Registration
through telephone is not accepted.
2. Dates: 8:30-16:30 (during working days), from May 28 to May 29, 2019.
3. Location:
Office of the Listco, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park
South Road, Chaoyang District, Beijing, China.
4. Contact：
Contact Person: Wang Zhujun, Guo Zhi
Telephone: (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 half a day, the transportation and boarding expenses
for attendance shall be borne by the participants themselves.
V. Operation Process of Online Voting:
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In the shareholders meeting, shareholders can participate in voting through the trading
system and online voting system (http://wltp.cninfo.com.cn) of Shenzhen Stock
Exchange. For more details, please refer to attachment 1.
VI. Documents available for reference
1. Resolutions of the 12th Meeting of the 8th Session of the Board of the Directors;
2. Resolutions of the 14th Meeting of the 8th Session of the Board of the Directors;
3. Resolution of the 15th Meeting of the 8th Session of the Board of the Directors.
4.Other documents required by Shenzhen Stock Exchange.
Board of Directors
May 18, 2019
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Attachment 1
The Operation Process of Online Voting
I. Online voting procedure
1. Voting code and abbreviation: Voting code “360553”; abbreviation “ADAMA
voting”
2. Vote
For non-cumulative voting proposals, shareholders shall vote among: For, Against,
and Waive.
II. Voting via Shenzhen Stock Exchange Trading Program
1. Voting time: 9:30-11:30 and 13:00-15:00 on May 30, 2019.
2. Shareholders can enter into the trading system to vote.
III. Voting via Shenzhen Stock Exchange Online Voting System
1. The online voting system shall be used from 3:00 p.m. on May 29, 2019 (one day
before the shareholders’ meeting) to 3:00 p.m. on May 30, 2019 (same with the
ending day of the shareholders meeting).
2. Shareholders voting through online voting system shall obtain Shenzhen Digital
Certificate or Shenzhen Investor Service password in accordance with the Guidelines
of Shenzhen stock exchange Investor Network Identity Authentication Service
Business (April 2016) to provide of identity authentication. For detailed
authentication 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 Digital
Certificate or Shenzhen Investor Service to vote within the time period required by
the Shenzhen Stock Exchange online voting system.
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Attachment 2
Power of attorney
I hereby authorize Mr./Ms._________ to attend and vote in the 2nd Interim
Shareholders Meeting of ADAMA Ltd. on May 30, 2019. The voting opinion is as
followed:
Note Voting Opinions
NO. Proposals
For Against Waived
All proposals: except the
non-cumulative voting
100 √
proposals
Non-cumulative
Voting Proposals
Proposal on New Expected
Related-Party Transactions
1.00 in the Ordinary Course of √
Business in 2019
Proposal on the Signing of a
Supplemental Financial
2.00 Services Agreement with √
ChemChina Finance Co.,
Ltd.
Proposal on the Pre-Plan of the
3.00 √
2018 Dividend Distribution
Providing Guarantees in Favor
4.00 √
of a Subsidiary
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（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,
“×” if you vote against the resolution, “〇” if you waive; For cumulative
voting, please fill in the number of the votes for the candidates.）
Consigor:
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 shall
invalid while the abovementioned Meeting ends.
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