Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-28
ADAMA Ltd.
Announcement of the Resolutions of the 14th
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 14th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via an on-site and video conference
meeting on April 28, 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 Q1 2019 Report
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the Q1 2019 Report disclosed on April 30, 2019.
2. 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 April 30, 2019.
3. Proposal on New Expected Related-Party Transactions in the Ordinary
Course of Business in 2019
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The related-director Yang Xingqiang refrained from voting. This proposal was passed
with 4 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to
the Announcement on New Expected Related-Party Transactions in the Ordinary
Course of Business in 2019 disclosed on April 30, 2019.
This proposal is subject to the approval of the Shareholders.
4. Proposal on the Signing of a Supplemental Financial Services Agreement with
ChemChina Finance Co., Ltd.
The related-director Yang Xingqiang refrained from voting. This proposal was passed
with 4 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to
the Announcement on the Signing of a Supplemental Financial Services Agreement in a
Related-Party Transaction with ChemChina Finance Co., Ltd. disclosed on April 30,
2019.
This proposal is subject to the approval of the Shareholders.
5. Proposal on Revisions to the Company's Risk and Emergency Disposal Plan
regarding Deposits in ChemChina Finance Co., Ltd.
The 21st meeting of the 7th session of the Board of Directors approved the Risk and
Emergency Disposal Plan regarding Deposits in ChemChina Finance Co., Ltd. on
August 15, 2017. Following the closing of the Anpon acquisition, the Company plans
to revise the above Disposal Plan as follows:
Original Wordings Revised Wordings
Article 1 To prevent, control and Article 1 To prevent, control and
mitigate risks of deposits of Hubei mitigate risks of deposits of ADAMA Ltd.
Sanonda Co., Ltd. (hereinafter referred to (including its subsidiary Jiangsu Anpon
as “the Company”) in ChemChina Electrochemical Co., Ltd., hereinafter
Finance Corporation (hereinafter collectively referred to as “the
referred to as “the Finance Company”) in ChemChina Finance Co.,
Corporation”), safeguard security and Ltd. (hereinafter referred to as “the
ensure the liquidity and profitability of Finance Corporation”), safeguard
funds, this emergency disposal plan is security and ensure the liquidity and
hereby formulated. profitability of funds, this emergency
disposal plan is hereby formulated.
Article 2 The Company shall establish a Article 2 The Company shall establish a
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Leading Group for Deposit Risk Leading Group for Deposit Risk
Prevention and Disposal (hereinafter Prevention and Disposal (hereinafter
referred to as “the Group”). The referred to as“the Group”). The CEO &
chairman of the board of directors shall President shall lead the Group and
lead the Group and perform as the first perform as the first person responsible
person responsible for risk prevention for risk prevention and disposal. The
and disposal. The general manager and Chief Financial Officer shall be deputy
the chief accountant shall be deputy leader of the Group. Other members of
leaders of the Group and going down the Group include the relevant employees
along the line, there should be an office of the financial department and legal
composed of the general manager of the department. The Leading Group is
Finance Corporation as the director and responsible for organizing the prevention
other members from the finance and disposal of deposit risks. All units
company and the general office of the and individuals should not conceal,
Company, audit and other departments. delay, lie or insult others to conceal,
The Leading Group is responsible for delay or lie regarding deposit risks.
organizing the prevention and disposal of
deposit risks. All units and individuals
should not conceal, delay, lie or insult
others to conceal, delay or lie regarding
deposit risks.
The related-director Yang Xingqiang refrained from voting. This proposal was passed
with 4 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to
the Company's Risk and Emergency Disposal Plan regarding Deposits in ChemChina
Finance Co., Ltd. disclosed on April 30, 2019.
6. Proposal on Calling for the 2nd Interim Shareholders Meeting of 2019
The Board of Directors calls for the 2nd interim shareholders meeting of 2019 to be held
on May 30, 2019, at which a voting will be conducted by a combination of on-site votes
and online votes, to consider the proposals No.3 and No.4 above, and the proposal on
the pre-plan of the 2018 dividend distribution which was approved by the 12th meeting
of the 8th session of the Board of Directors. For details, please refer to the
Announcement of the 12th Meeting of the 8th Session of the Board of Directors (No.
2019-14).
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
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The Company’s independent directors provided independent opinions on proposals
No.2, No.3 and No.4. The detailed opinions were disclosed on the website of Juchao
Information (http://www.cinfo.com.cn) on April 30, 2019.
It is hereby announced.
Board of Directors of ADAMA Ltd.
April 30, 2019
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