Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-14
ADAMA Ltd.
Announcement of Resolutions of the 12th
Meeting of the 8th Session of the Board of Directors
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.
The 12th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via on-site and video conference
meeting on March 19, 2019 following notifications to all the directors by email. Five
directors were entitled to attend the meeting and five directors attended.
The meeting complies with all relevant laws, regulations and the Articles of
Association of the Company. The following resolutions were deliberated and adopted:
1. Proposal on the 2018 Annual Report and its Abstract
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the 2018 Annual Report and its Abstract
disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
2. Proposal on the 2018 Working Report of the Board of Directors
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This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to Section IX of the 2018 Annual Report disclosed
on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
3. Proposal on the 2018 Financial Statements
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the relevant sections of the 2018 Annual Report
disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
4. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company
The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants
LLP (hereinafter referred to as “Deloitte”) as the auditor of the Company for 2019
annual financial reports and 2019 annual internal control of the Company. Upon the
subsequent authorization of the Shareholders the corresponding expenditures with
respect to such auditing services will be approved by the Board of Directors .
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. This proposal is subject to the approval of the Shareholders.
5. Proposal on the Pre-Plan of the 2018 Dividend Distribution
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the
net profit attributable to stakeholders of the Company is RMB 2,402,462,000. After
deduction of the transfer to statutory surplus reserve of 10% of the net profit on a
standalone basis of the reporting period which is RMB 32,339,000, profit available for
distribution for the year 2018 is RMB 2,370,123,000.
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The proposal for profit distribution and transfer of reserves into equity capital for the
year 2018 is a distribution of 10% of the total profit available for distribution, calculated as
follows:
Taking the total outstanding 2,446,553,582 shares of the Company dated February 28,
2019 as the basis, to distribute RMB0.97 (including tax) per 10 shares as cash dividend to
all shareholders, resulting in a total cash dividend of RMB237,315,697.45 (including tax),
and zero shares as share dividend, as well as no reserve transferred to equity capital.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. This proposal is subject to the approval of the Shareholders.
6. Proposal on the Acquisition of 100% of the Equity Interests in Jiangsu Anpon
Electrochemical Co., Ltd., in a Related-Party Transaction
The related-directors Yang Xingqiang and An Liru refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For
details, please refer to the Announcement on the Acquisition of 100% of the Equity
Interests in Jiangsu Anpon Electrochemical Co., Ltd., in a Related-Party Transaction,
disclosed on March 21, 2019.
7. Proposal on the Change of Certain Designated Projects Included in the
Project of Share Issuance for Assets Purchase and Supporting Finance
The related-directors Yang Xingqiang and An Liru refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For
details, please refer to the Announcement on the Change of Certain Designated Projects
disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
8. Proposal on the Change in the Accounting Policy
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the Announcement on the Change in the
Accounting Policy disclosed on March 21, 2019.
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9. Proposal on the Self-Assessment report on the 2018 Internal Control of the
Company
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the report disclosed on March 21, 2019.
10. Proposal on the Special Report on Annual Fund-raising and Actual Use of
Funds
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the report disclosed on March 21, 2019.
11. Proposal on the Explanation of the Difference between Actual Profit and
Profit Forecast of ADAMA Agricultural Solutions Ltd. for the Year of 2018
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions. For details, please refer to the explanation disclosed on March 21, 2019.
12. Proposal on the Bank Loans
Based on the Company’s business and development plans, and low leverage, the
Company plans to receive certain loans from banks to meet the Company’s demands on
the working capital and investments.
Authorize the President and CEO of the Company to deal with the issues related to
the above loans and sign the relevant legal documents.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions.
13. Proposal on the 2018 Risk Appraisal Report of ChemChina Financial
Company
The related-directors Yang Xingqiang and An Liru refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For
details, please refer to the Report disclosed on March 21, 2019.
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14. Proposal on the Acknowledgment on the Payment of the 2018 Bonus of Senior
Executives by a subsidiary
Based on the Remuneration Policy for the Senior Executives and the actual
situation of the Company business operation, the Board of Directors acknowledge the
payment of the bonus of the three senior executives, Chen Lichtenstein、Aviram Lahav、
Michal Arlosoroff by the subsidiary, Adama Agricultural Solutions Ltd..
The related-directors Chen Lichtenstein refrained from the vote. This proposal
was passed with 4 affirmative votes, 0 negative vote and 0 abstention.
15.Proposal on Calling for the 2018 Annual General Meeting
The Board of Directors calls for the 2018 Annual General meeting to be held on
April 10, 2019, at which a voting will be conducted by a combination of on-site votes
and online votes, to consider proposals 1 to 4, proposal 6, and proposal 1 approved by
the 8th meeting of the 8th session of the Board of Supervisors.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0
abstentions.
16. Presenting of the 2018 Working Reports of the Independent Directors
After the review of the above proposals, 2018 Working Reports of the
Independent Directors were presented to the meeting.
The Company’s independent directors provided independent opinions on the
proposals No.4 to No.10, No.14. The detailed opinions were disclosed on the website of
Juchao Information (http://www.cinfo.com.cn) on March 21, 2019.
It is hereby announced.
Board of Directors of ADAMA Ltd.
March 21, 2019
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