Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-15
ADAMA Ltd.
Announcement of Resolutions of the 8th
Meeting of the 8th Session of the Board of Supervisors
The Company and all members of its board of supervisors hereby confirm that all
information disclosed herein is true, accurate and complete with no false or
misleading statement or material omission.
The 8th Meeting of the 8th Session of the Board of Supervisors 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 supervisors by phone.
Three supervisors were entitled to attend the meeting and three supervisors 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 Working Report of the Board of Supervisors
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
In 2018, the Board of Supervisors of the Company (hereinafter referred to as “BOS”)
strictly abided by the laws, regulations, Articles of Association of the Company, and Rules
of Procedures of the BOS to perform the Fiduciary and diligence duty, and gave a full play
to its role.
I. Meetings in the Reporting Period
During the reporting period, there were eight BOS meetings.
1. The 15th meeting of the 7th session of the BOS on March 1, 2018 approved the proposals
on the nomination of the members of the BOS, the Rules of Procedures of the BOS.
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2. The 1st meeting of the 8th session of the BOS on March 19, 2018 elected the new
Chairman of the BOS.
3. The 2nd meeting of the 8th session of the BOS on March 27, 2018 approved the 2017
BOS Working Report, the 2017 Annual Report and other four proposals.
4. The 3rd meeting of the 8th session of the BOS on Apr 26, 2018 approved 2018 Q1 Report
and the change of accounting policy.
5. The 4th meeting of the 8th session of the BOS on June 7, 2018 approved the Amendments
to the Articles of Association of the Company, the remuneration of the member of the BOS.
6. The 5th meeting of the 8th session of the BOS on June 25, 2018 approved the utilization
of part of the raised funds for replacing capital previously invested in the designated
projects.
7. The 6th meeting of the 8th session of the BOS on August 27, 2018 approved the Half-Year
Report of 2018.
8. The 7th meeting of the 8th session of the BOS on October 30, 2018 approved the Q3
Report, the utilization of the raised funds by way of investment in wholly owned
subsidiaries of the Company.
II. Supervisory Opinions of BOS
The members of the BOS attended all the BOD meetings and the Shareholders Meeting in
2018, discussed the major issues of the Company, and fully expressed their independent
opinions.
BOS of the Company has no disagreement on the matters of the Company in 2018.
2. Proposal on the 2018 Annual Report and its Abstract
After reviewing, the Board of Supervisors confirm that the preparing and reviewing
procedures of the 2018 Annual Report adopted by the Board of Directors are in line
with the requirements of the laws, the regulations, and the provisions of CSRC. The
contents of the 2018 Annual Report and its Abstract are true, accurate and complete
with no false or misleading statement or material omission.
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This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
3. Proposal on 2018 Financial Statements
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
4. Proposal on the Pre-Plan of 2018 Dividend Distribution
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
5. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
6. Proposal on the Change of Accounting policy
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
7. Proposal on the Self-Assessment report on the 2018 Internal Control of the
Company
The Board of Supervisors are of the opinion that the Company has established a
relatively perfect internal control system, which meets the requirements of relevant
laws and regulations and the actual needs of the Company's production and operation
management, and can be effectively implemented, ensuring the normal development of
the Company's business activities, and protecting the safety and integrity of the
Company's assets. The Company's Assessment Report on Internal Control meets the
requirements of the Basic Standards of Enterprise Internal Control. The report truly and
objectively evaluates the establishment, perfection and implementation of the
Company's internal control system.
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
7. Proposal on the Special Report on Annual Fund-raising and Actual Use of
Funds
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
8. Proposal on 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 3 affirmative votes, 0 negative votes and 0 abstentions.
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9. Proposal on the Acquisition of 100% of the Equity Interests in Jiangsu Anpon
Electrochemical Co., Ltd., in a Related-Party Transaction
The Acquisition of 100% of the Equity Interests in Jiangsu Anpon Electrochemical Co.,
Ltd. is in line with the business development strategy of the Company. The acquisition
is conducive to reduce the related party transactions in the routine business of the
Company. The contents of the proposal and the decision-making procedures for the
acquisition is in accordance with the requirements of the relevant laws and regulations
and regulatory documents of the China Securities Regulatory Commission and the
Shenzhen Stock Exchange, and there is no damage to the legitimate interests of the
Company and minority shareholders.
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
10. Proposal on the Change of Certain Designated Projects Included in the
Project of Share Issuance for Assets Purchase and Supporting Finance
The change of the designated projects is based on the Company's development needs
and the actual situation of the designated projects, which is conducive to improving the
efficiency of the use of raised funds, promoting the long-term development of the
Company, and in line with the interests of all shareholders of the Company. The
contents of the proposal and the decision-making procedures for the change are in
accordance with the requirements of the relevant laws and regulations and regulatory
documents of the China Securities Regulatory Commission and the Shenzhen Stock
Exchange, and there is no damage to the legitimate interests of the Company and
minority shareholders. The Board of Supervisors approve to submit the proposal for the
approval of shareholders.
This proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions.
It is hereby announced.
Board of Supervisors of ADAMA Ltd.
March 21, 2019
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