Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2020-17
ADAMA Ltd.
Announcement of the Resolutions of the 1st Interim
Shareholders Meeting in 2020
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.
I. Important Notice
1. No proposal was vetoed at the meeting.
2. The meeting didn’t change any resolution made by the previous shareholders
meetings.
II. Holding of the Meeting
1. Time of the On-site Meeting: starts at 14:30 on March 30, 2020
2. Venue: 6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang District,
Beijing
3. Nature of Meeting: Combination of on-site voting and online voting
4. Convener: The Board of Directors of the Company
5. Host: Chairman Yang Xingqiang
6. Time/Date of Online Voting:
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Online voting: online voting via the 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 March 30, 2020; online
voting via the online voting system of the Shenzhen Stock Exchange will be any time
from 9:15 a.m. to 3:00 p.m. on March 30, 2020.
7. The convening and holding procedures comply with the Company Law, Rules of
Listing of Shenzhen Stock Exchange and other laws and regulations, as well as the
Articles of Association of the Company.
III. Attendance in the Meeting
1. Attendance of Shareholders
14 shareholders participated in the on-site meeting or via online voting system,
representing 1,848,355,919 shares, accounting for 75.5494% of the Company’s total
shares. Among them, 6 shareholders participated in the on-site meeting, representing
1,823,827 shares, accounting for 0.0745% of the Company’s total shares and 8
shareholders participated via online voting system, representing 1,846,532,092 shares,
accounting for 75.4748% of the Company’s total shares.
2. Attendance of B-share Shareholders
6 B-share shareholders participated in the on-site meeting or via online voting system,
representing 1,189,846 shares, accounting for 0.7123％of the Company’s total B shares.
Among them, 5 shareholders participated in the on-site meeting, representing 908,727
shares, accounting for 0.5440％of the Company’s total B shares and 1 shareholders
participated via online voting system, representing 281,119 shares, accounting for 0.1683％
of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
13 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 37,472,880 shares, accounting for 1.5317％of the Company’s total shares.
Among them, 6 shareholders participated in the on-site meeting, representing
1,823,827 shares, accounting for 0.0745 ％ of the Company’s total shares and 7
shareholders participated via online voting system, representing 35,649,053 shares,
accounting for 1.4571％ of the Company’s total shares.
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Some of the directors, supervisors and senior executives of the Company, as well as the
lawyers engaged by the Company as witnesses attended the meeting.
IV. Deliberation and Voting on the Proposals
The following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on the Remuneration Plan for Non-independent Directors
1.1 Voting Summary:
1,848,061,399 shares for it, accounting for 99.9841％of all the shares held by the
participating shareholders; 294,520 shares against it, accounting for 0.0159％of all the
shares held by the participating shareholders; 0 shares abstained (among them, 0 shares
are considered as abstained due to non-voting), accounting for 0.0000% of all the shares
held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
908,727 shares for it, accounting for 76.3735% of all the shares held by the participating
B-share shareholders; 281,119 shares against it, accounting for 23.6265% of all the shares
held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares
are considered as abstained due to non-voting), accounting for 0.0000% of all the shares
held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
37,178,360 shares for it, accounting for 99.2140% of all the shares held by the
participating Mid-small shareholders; 294,520 shares against it, accounting for 0.7860%
of all the shares held by the participating Mid-small shareholders; 0 shares abstained
(among them, 0 shares considered as abstained due to non-voting), accounting for 0.0000%
of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a general resolution, this proposal has been approved with more
than 50% of the total number of shares held by the participating shareholders.
2. Proposal on Providing Guarantees in Favor of a Wholly-owned Subsidiary
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2.1 Voting Summary:
1,848,061,399 shares for it, accounting for 99.9841% of all the shares held by the
participating shareholders; 294,520 shares against it, accounting for 0.0159% of all the
shares held by the participating shareholders; 0 shares abstained (among them, 0 shares
are considered as abstained due to non-voting), accounting for 0.0000% of all the shares
held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
908,727 shares for it, accounting for 76.3735% of all the shares held by the participating
B-share shareholders; 281,119 shares against it, accounting for 23.6265% of all the shares
held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares
are considered as abstained due to non-voting), accounting for 0.0000% of all the shares
held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
37,178,360 shares for it, accounting for 99.2140% of all the shares held by the
participating Mid-small shareholders; 294,520 shares against it, accounting for 0.7860%
of all the shares held by the participating Mid-small shareholders; 0 shares abstained
(among them, 0 shares considered as abstained due to non-voting), accounting for 0.0000%
of all the shares held by Mid-small shareholders present.
2.2 Voting Result: As a general resolution, this proposal has been approved with more
than 50% of the total number of shares held by the participating shareholders.
The above proposal was disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on February 27, 2020.
V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Zhou Ning, Kang Yachen
3. Conclusive opinion:
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In the lawyers’ opinion, the convening and holding procedures comply with the Company
Law, Rules for the Shareholders’ Meetings of Listed Companies, and other applicable
laws and regulations, as well as the Articles of Association of the Company; the
qualification of the convener and attendees are legitimate and valid; the voting
procedures and voting results of the meeting are legitimate and valid.
VI. Documents for Reference
1. Resolutions of the 1st Interim Shareholders Meeting;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
March 31, 2020
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