Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-23
ADAMA Ltd.
Notice of Adding a Proposal into the Agenda of 2018
Annual General Meeting
The Company and all members of its board of directors hereby guarantee that the
contents of information disclosure are true, accurate, complete and without any
false record, misleading statements or major omissions.
According to the 12th Meeting of the 8th Session of the Board of the Company, the
2018 Annual General Meeting will be held at 14:30 on April 10, 2019. For details,
please refer to the Notice of 2018 Annual General Meeting announced by the
Company on the website www.cninfo.com.cn on March 21, 2019.
The Company received a notice on adding a proposal into the agenda of 2018 annual
general meeting from the controlling shareholder China Agrochemical National Co.,
Ltd.(“CNAC”) The controlling shareholder raised a proposal in the notice which
requires the Company to submit the guarantee provided by Jiangsu Anpon
Electrochemical Co., Ltd. to shareholders of the Company for approval.
The 13th Meeting of the 8th Session of the Board of the Company approved the above
proposal. For details, please refer to the relevent announcements published by the
Company on the website www.cninfo.com.cn on March 30, 2019.
According to the Company Law and the Articles of Association of the Company, the
shareholders that singly or jointly hold more than 3% of the Company's shares may,
10 days prior to the convention of the shareholders’ meeting, raise the proposals.
CNAC is qualified to raise the above proposal. Therefore, the Board of Directors
agree to submit it to the 2018 Annual Shareholders Meeting for approval.
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Except the above newly raised proposal, no change to the Notice of 2018 Annual
Shareholders Meeting. The following is the supplemental notice with the newly raised
proposal.
I. Basic Information of the Meeting
1. This is the 2018 Annual General Meeting.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
2018 Annual General Meeting on the 12th Meeting of the 8th Session of the Board of
the Company on March 19, 2019.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory
documents and relevant provisions of the Articles of Association.
4. Way 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: starts at 14:30 on April 10, 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 April 10,
2019; the online voting via online voting system of Shenzhen Stock Exchange will be
any time from 3:00 p.m. on April 9, 2019 to 3:00 p.m. on April 10, 2019.
6. Record day of the meeting: April 3, 2019
For B-share shareholders, they can vote only if they purchase the Company’s shares
on March 29, 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
on the closing of the trading market on the record day are entitled to attend the
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meeting. Shareholders may also appoint proxies in writing to attend and vote. The
proxies can be 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 the Change of Certain Designated Projects Included in the Project of
Share Issuance for Assets Purchase and Supporting Finance and Proposal on an
External Guarantee in a Related Party Transaction.
(2) Directors, supervisors and senior executives of the Company;
(3) Attorney engaged by the Company;
(4) Other invitees invited by the convenor.
8. Location:
6F A7 Building, No.10, Chaoyang Park Sough Road, Beijing, Chaoyang, China
II. Proposal
1. Proposal on the 2018 Annual Report and its Abstract
2. Proposal on the 2018 Working Report of the Board of Directors
3. Proposal on the 2018 Financial Statements
4. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company
5. Proposal on the 2018 Working Report of the Board of Supervisors
6. Proposal on the Change of Certain Designated Projects Included in the Project of
Share Issuance for Assets Purchase and Supporting Finance
7. Proposal on an External Guarantee in a Related Party Transaction
The above proposals were passed by the 12th meeting and 13th meeting of the 8th
session of the Board of Directors, and the 8th meeting of the 8th session of the Board
of Supervisors. For details, please see the announcements published on
www.cninfo.com.cn on March 21 and March 30, 2019.
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The No.6 and No.7 proposals are related party transactions. As the related parties,
China National Agrochemical Co., Ltd. and Jingzhou Sanonda Holdings Co., Ltd. will
withdraw from the vote.
The Working Report of 2018 of the Independent Directors will be presented on the
meeting.
The voting of Mid-small shareholders shall be counted separately and disclosed.
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 the 2018 Annual Report and its
1.00 Abstract √
Proposal on the 2018 Working Report of the
2.00 Board of Directors √
3.00 Proposal on the 2018 Financial Statements √
Proposal on the Engagement with an Audit Firm
4.00 for the Audit of the Financial Statements and √
Internal Control of the Company
5.00 Proposal on the 2018 Working Report of the √
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Board of Supervisors
Proposal on the Change of Certain Designated
Projects Included in the Project of Share
6.00 Issuance for Assets Purchase and Supporting √
Finance
Proposal on an External Guarantee in a Related
7.00 Party Transaction √
IV. Registration of the on-site Meeting
1. Way of Registration:
(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
April 9, 2019. Please confirm by telephone after sending the mail or fax. Registration
through telephone is not accepted.
2. Date: 8:30-16:30(during the working days), from April 8 to April 9, 2019.
3. Place:
Office of the Listco, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park
South Road, Chaoyang District, Beijing, China.
4. Contact：
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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 for half of a day, the transportation and boarding
expenses for attendance shall be borne by the participants themselves
V. Operation Process of Online Voting:
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 the attachment 1.
VI. Documents available for reference
1. Resolutions of the 12th Meeting and 13th Meeting of the 8th Session of the Board of
the Directors;
2. Resolutions of the 8th Meeting of the 8th Session of the Board of the Supervisors;
3.Other documents required by Shenzhen Stock Exchange.
Board of Directors
March 30, 2019
Attachment 1
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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. Vote via Shenzhen Stock Exchange Trading Program
1. Voting time: 9:30-11:30 and 13:00-15:00 on April 10, 2019.
2. Shareholders can enter into the trading system to vote.
III. Vote via Shenzhen Stock Exchange Online Voting System
1. The online voting system shall be used from 3:00 p.m. on April 9, 2019 (one day
before the shareholders’ meeting) to 3:00 p.m. on April 10, 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.
Attachment 2
附件 2：
Power of attorney
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I hereby authorize Mr./Ms._________ to attend and vote in the 2018 Annual General
Meeting of ADAMA Ltd. on April 10, 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 the 2018 Annual
1.00 Report and its Abstract √
Proposal on the 2018 Working
2.00 Report of the Board of √
Directors
Proposal on the 2018 Financial
3.00 Statements √
Proposal on the Engagement
with an Audit Firm for the
4.00 Audit of the Financial √
Statements and Internal Control
of the Company
Proposal on the 2018 Working
5.00 Report of the Board of √
Supervisors
Proposal on the Change of
Certain Designated Projects
6.00 Included in the Project of √
Share Issuance for Assets
Purchase and Supporting
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Finance
Proposal on an External
7.00 Guarantee in a Related Party √
Transaction
（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 above mentioned Meeting ends.
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