Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-21
ADAMA Ltd.
Announcement of Resolutions of the 25th
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 25th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) was held via video conference meeting on
April 27, 2020 following notifications to all the directors by email on April 24, 2020.
Five directors were entitled to attend the meeting and five directors attended.
The meeting complies with all relevant laws and regulations as well as the Articles of
Association of the Company. The following resolutions were deliberated and adopted:
1. Proposal on the 2019 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 2019 Annual Report and its Abstract disclosed on April
28, 2020.
This proposal is subject to the approval of the Shareholders.
2. Proposal on the 2019 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 2019 Annual Report disclosed on
April 28, 2020.
This proposal is subject to the approval of the Shareholders.
1
3. Proposal on the Pre-Plan of the 2019 Dividend Distribution
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net
profit attributable to the shareholders of the Company is RMB 277,041,000. Since no
profit is required to be transferred to statutory surplus reserve (as 10% of the
Company’s 2019 net profit on a standalone basis is RMB 0), profit available for
distribution for the year 2019 is RMB 277,041,000.
The proposal for profit distribution for the year 2019 is a distribution of 10% of the total
profit available for distribution, as follows:
On the basis of 2,446,553,582 total outstanding shares of the Company as at February
28, 2020, to distribute RMB 0.12 (including tax) per 10 shares as cash dividend to all
shareholders, resulting in a total cash dividend of RMB 29,358,642.98 (including tax).
No shares shall be distributed as dividend and no reserve shall be transferred to equity
capital.
The Pre-Plan of the 2019 Dividend Distribution is in line with the Articles of
Association of the Company.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
4. Proposal on the Self-Assessment Report on the 2019 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 April 28, 2020.
5. Proposal on the 2019 Working Report of the Board of Directors
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to Section IV of the 2019 Annual Report disclosed on April 28,
2020.
This proposal is subject to the approval of the Shareholders.
6. Proposal on the 2019 Risk Appraisal Report of ChemChina Financial
Company
2
The related-directors Erik Fyrwald and Chen Lichtenstein refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstentions. For
details, please refer to the report disclosed on April 28, 2020.
7. Proposal on the Remuneration of Senior Executives
In accordance with the Company’s Remuneration Policy for Senior Executives
published on February 22, 2019, the Board (1) confirmed the bonuses for 2019 to the
senior executives of the Company and its subsidiaries; (2) approved the adjustments to
the remuneration of the senior executives and (3) acknowledged the Syngenta Group
LTI Plan, and approveD a general outline of the individual percentage to the senior
executives, to be granted also to other senior employees in Adama Agricultural
Solutions Ltd.(“Solutions”), the wholly owned subsidiary of the Company, due to their
contribution to the maximization of the cooperation with the controlling shareholder
and its subsidiaries. The actual granting and payment of the awards under the Syngenta
Group LTI Plan, including the percentage to be allocated to each of the said executives,
will be subject to the approval of the Solutions’ and the Company’s requisite organs.
The related director An Liru refrained from the vote. This proposal was passed with 4
affirmative votes, 0 negative vote, and 0 abstentions.
8. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2020
The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants LLP
(hereinafter referred to as “Deloitte”) as the auditor of the Company for 2020 annual
financial reports and 2020 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. For details
about Deloitte, please refer to the announcement disclosed on April 28, 2020.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
9. Proposal on the Expected Related Party Transactions in the Ordinary Course
of Business in 2020
The related-directors Erik Fyrwald and Chen Lichtenstein refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. This
proposal is subject to the approval of the Shareholders.
10. Proposal on the Q1 2020 Report
3
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the Q1 2020 Report disclosed on April 28, 2020.
11. Proposal on the Explanation of the Difference between Actual Profit and
Profit Forecast of ADAMA Agricultural Solutions Ltd. for the Year 2019
The related-directors Erik Fyrwald and Chen Lichtenstein refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions. For
details, please refer to the explanation disclosed on April 28, 2020.
12. Proposal on the Impairment Test Report of ADAMA Agricultural Solutions
Ltd. performed as required at the end/expiration of the Compensation Period
of the Major Assets Restructuring Project
In accordance with the relevant provisions of Measures for the Administration of the
Material Asset Restructurings of Listed Companies promulgated by China Securities
Regulatory Commission, the Agreement of Share Issuance and Asset Purchasing and
its Supplementary Agreements, the Performance Compensation Agreement and its
Supplementary Agreements signed between the Company and China National
Agrochemical Co., Ltd., and in combination with the actual operating conditions of
target company during the compensation period, the Company prepared the
Impairment Test Report of Solutions as required at the Expiration of the Compensation
Period of the Major Assets Restructuring Project. The Board of directors approved the
impairment test conclusions of the report.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
For details, please refer to the report disclosed on April 28, 2020.
13. Proposal on the Overall Achievement of the Committed Performance included
in the Major Assets Restructuring Project and the Planned Compensation to
the Company by the Obligors
According to the Performance Compensation Agreement and its supplementary
agreements, the obligor, China National Agrochemical Co., Ltd. (“CNAC”), should
compensate the Company for the shortfall in the adjusted actual net profit of the target
that was largely caused by the impact of the Divestment & Transfer of several products
that the target implemented to facilitate the approval by the EU Commission of the
acquisition of Syngenta by ChemChina, which caused an aggregate of $66 million in
incremental non-cash amortization charges related to the written-up value of the assets
received from Syngenta. Absent such non-cash expenses, the target would have
exceeded the profit commitment by around USD 35 million.
4
According to the formula set in the Performance Compensation Agreement, the total
compensation amounts to RMB 1,044,809,249.77 resulting in 102,432,280 A shares to
be compensated by CNAC (“Compensation Shares”). The Company shall deregister
the Compensation Shares within 2 months after the shareholders meeting approves the
proposal on the said shares’ buyback. Additionally, the dividends distributed during the
profit compensation period based on the Compensation Shares, amounting to RMB
17,618,352, shall be returned to the Company within 2 months after the shareholders
meeting approves the proposal on shares buyback.
The independent directors of the Company hold the opinion that the planned
compensation to the Company is made in accordance with the relevant performance
compensation agreements signed by all parties in the major assets restructuring project.
They are further of the opinion that the planned compensation complies with the
requirements of the relevant laws and regulations and will not harm the interests of the
minority shareholders.
The related-directors Erik Fyrwald and Chen Lichtenstein refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions. This
proposal is subject to the approval of the Shareholders. For details, please refer to the
announcement disclosed on April 28, 2020.
14. Proposal on the Share Buyback and Cancellation and the Decrease of the
Registered Capital of the Company
According to the Proposal on the Overall Achievement of the Committed Performance
in the Major Asset Restructuring Project and the Planned Compensations to the
Company by the Obligors approved by the Board of Directors, the obligor should fulfill
the performance compensation commitment and compensate totally 102,432,280 A
shares, which should be repurchased by the Company at the price of one yuan and
cancelled within two months after the shareholders’ meeting of the Company passes the
resolutions related to performance compensation. The Company’s registered capital
will be reduced from RMB 2,446,553,582 to 2,344,121,302 consequently (the above
compensation and cancellation shares shall be based on the actual number of shares
registered by China Securities Depository and Clearing Corporation Limited Shenzhen
Branch).
The related-directors Erik Fyrwald and Chen Lichtenstein refrained from the vote. This
proposal was passed with 3 affirmative votes, 0 negative votes and 0 abstentions. This
proposal is subject to the approval of the Shareholders.
5
15. Proposal on Revisions to the Articles of Association of the Company and
relevant Rules of Procedures
The Board of Directors approves to revise the Articles of Association of the Company
and relevant Rules of Procedures. Please see the appendixes of this Announcement for
the details of the revisions.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the Shareholders.
16. Proposal on Terminating the Use of Raised Funds on Certain Designated
Projects Included in the Project of Share Issuance for Assets Purchase and
Supporting Finance
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal is subject to the approval of the Shareholders. For details, please refer to
the Announcement on Terminating the Use of Raised Funds on Certain Designated
Projects, disclosed on April 28, 2020.
17. 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 April 28, 2020.
18. Proposal on the Compliance with the Conditions for Public Issuance of
Corporate Bonds to Qualified Investors
In accordance with the Company Law of the People’s Republic of China, the Securities
Law of the People’s Republic of China, the Measures for the Issue and Trading of
Corporate Bonds and other relevant laws, regulations and regulatory documents, and in
compliance with the requirements of relevant qualifications and conditions for the
public issuance of corporate bonds to qualified investors, through careful
self-inspection, the Board of Directors is of the view that the Company has met the
conditions and requirements of the above laws, regulations and regulatory documents,
and is qualified to issue corporate bonds to qualified investors.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal is subject to the approval of the shareholders of the Company.
19. Proposal on the Plan on Public Issuance of Corporate Bonds
6
In order to further improve the debt structure, broaden the financing channels, meet the
capital needs and reduce the financing costs of the Company, and in combination with
the Company’s own situation and external market environment and other factors, the
Board of Directors approves the public issuance of the Company’s corporate bonds
(hereinafter referred to as the “Bonds”) to qualified investors (hereinafter referred to as
this “Issuance”), and approves the listing of the corporate bonds in the Shen Zhen Stock
Exchange.
The plan for this Issuance shall be voted separately by each director, on the specific
contents as follows:
(1) Issue Size
The total par value of the Bonds shall not exceed RMB 1,500,000,000 (including RMB
1,500,000,000). The specific issuance scale shall be submitted to the shareholders
meeting to authorize the Board of Directors and the authorized persons of the Board of
Directors to determine according to the market conditions, the capital demand of the
Company and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(2) Issuance Method
The Bonds are targeted to qualified investors as stipulated in the Measures for the Issue
and Trading of Corporate Bonds. After the preliminary examination of Shenzhen Stock
Exchange and the approval of China Securities Regulatory Commission, the Bonds can
be issued once or in installment. The specific issuance method shall be submitted to the
shareholders meeting to authorize the Board of Directors and the authorized persons of
the Board of Directors to determine according to the market conditions, the capital
demand of the Company and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(3) Term of the Bonds and Products
The term of the Bonds shall not exceed 10 years (including 10 years), which can be a
single term product or a variety of mixed term products. The specific term composition
and the issuance scale of each product shall be submitted to the shareholders meeting to
authorize the Board of Directors and the authorized persons of the Board of Directors to
determine according to the market conditions, the capital demand of the Company and
relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(4) Par Value and Issuance Price
7
The par value of each of the Bonds is RMB100. The Bonds will be issued at the price
equal to the par value.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(5) Purpose of Raised Funds
After deducting the issuing expenses, the raised funds of this Issuance are intended to
be used for [the purpose of repaying the interest bearing debts of the Company,
replenish working capital of the Company, project investment, equity investment,
acquisition of assets and other purposes in compliance with relevant laws and
regulations]. The specific purpose of the raised funds shall be submitted to the
shareholders meeting to authorize the Board of Directors and the authorized persons of
the Board of Directors to determine according to the fund demand, financial condition
of the Company and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(6) Interest Rate and Repayment Method of the Bonds
The nominal interest rate and the repayment method of principal and interest of the
Bonds shall be submitted to the shareholders meeting to authorize the Board of
Directors, the authorized persons of the Board of Directors and the underwriters to
determine according to the market conditions and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(7) Guarantee
Whether to adopt guarantee and specific guarantee methods for the Bonds shall be
submitted to the shareholders meeting to authorize the Board of Directors and the
authorized persons of the Board of Directors to determine according to the market
conditions, the capital demand of the Company and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(8) Options on Adjustment of the Nominal Rate of the Bonds, Redemption or Resale
Terms and Other Terms on Rights
Whether to set options on adjustment of the nominal rate of the Bonds, redemption or
resale terms and other relevant terms on rights in this Issuance shall be submitted to the
shareholders meeting to authorize the Board of Directors and authorized persons of the
Board of Directors to determine according to the market conditions, the fund demand of
the Company and relevant laws and regulations.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
8
(9) Underwriting
The Bonds shall be underwritten with the mode of exclusive sales by the
underwriter(s).
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(10) Issuance Objects
The Bonds shall be issued, in accordance with laws and regulations to qualified
investors without priority distribution to shareholders of the Company. Investors shall
subscribe the Bonds in cash.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(11) Repayment Guarantee
After this Issuance, in the event that the Company is expected to be unable to repay the
principal and interest of the Bonds on time or is unable to repay the principal and
interest of the Bonds on time when they are due, the Company is agreed to take at least
the following measures, and it is proposed to the shareholders meeting to authorize the
Board of Directors and the persons authorized by the Board of Directors to handle all
matters related to the following measures:
1） not distributing profits to shareholders;
2） suspending the implementation of capital expenditure projects such as major
foreign investment, acquisition and merger;
3） reducing or suspending paying the salary and bonus of directors and senior
management; and
4） no position adjustment of the main responsible person.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
(12) Validity Period of the Resolution
The validity period of the resolution on this Issuance is 24 months from the date of the
approval of this Issuance by the shareholders meeting. In the event that this Issuance is
approved by China Securities Regulatory Commission within the validity period
approved by the Board of Directors but has not yet been completed within such period,
the validity period shall be extended to the date when this Issuance is completed.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the shareholders of the Company.
9
20. Proposal on Requesting the Shareholders Meeting to Authorize the Board of
Directors and Persons Authorized by the Board of Directors to Manage All
Matters Related to the Public Issuance of Corporate Bonds
In accordance with the Company’s arrangements with respect to this Issuance, the
Company intends to submit the proposal to the shareholders meeting on authorizing the
Board of Directors and the persons authorized by the Board of Directors (joint signature
by any two of the following persons An Liru, Ignacio Dominguez, Aviram Lahav,
Michal Arlosoroff, Clement Ka-Fai Tung ) to manage all matters in relation to this
Issuance pursuant to the laws and regulations including the Company Law of the
People’s Republic of China, the Securities Law of the People’ s Republic of China and
the Measures for the Issue and Trading of Corporate Bonds, and the Articles of
Associate of the Company, with the purpose of completing relevant matters in regards
to this Issuance legally, efficiently and orderly. Authorizations herein include without
limitation:
（1） determining the detail plan of the Bonds, amending and adjusting terms of this
Issuance based on specific conditions of both the Company and the market to the extent
that permitted by laws, including without limitation, specific issue size, the term of the
Bonds, the interest rate of the Bond or the methods to determine, the issuance price, the
type of issuance, the issuance objects, the time of issuance, whether to issue the Bonds
in installments and its number, whether to set the option on adjustments of the interest
rate and its specific contents, whether to set resale provisions and their detail contents,
whether to have redemption provisions and their detail contents, whether to provide
guarantees and the guarantee plans, arrangements on credit rating, terms and methods
to make repayments of principals and interests, the place of listing, the usage of the
raised funds and its specific arrangements, rules on placing, listing or transference, and
any other matters related to terms of issuance;
（2） determining and engaging intermediaries, bond trustees of this Issuance;
（3） preparing, amending, supplementing, signing, submitting, reporting,
executing agreements and documents in relation to this Issuance, including without
limitation, the prospectus, underwriting agreements, entrusted management agreements
of the Bonds, rules of the bond holders meeting, guarantee agreements, credit rating
reports, each announcement and other legal documents, disclosing information as well
as preparing and reporting relevant application documents to competent regulatory
authorities in accordance with applicable laws;
（4） in case of any change on laws, relevant policies of regulatory authorities or
market conditions, pursuant to relevant laws, the Articles of Association of the
10
Company and opinions of regulatory authorities (if any), making proper adjustments on
relevant matters in relation to the detail plan of this Issuance, or determining whether to
continue matters on this Issuance based on actual conditions, unless those shall be
approved by the shareholders meeting based on relevant laws and the Articles of
Association of the Company;
（5） establishing special accounts for the raised funds of this Issuance, and signing
relevant agreements such as tripartite supervision agreement for depositing raised funds
in the special account;
（6） dealing with matters in relation to application for approval, issuance and
listing of the Bonds; and
（7） other matters with regard to this Issuance.
The term of authorization aforesaid shall commence from the date of approval by the
shareholders meeting to the date of completion of all the authorized matters
above-mentioned.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
This proposal is subject to the approval of the shareholders of the Company.
21. Proposal on Bank Loan
The Company plans to apply for working capital loan to Hubei branch of Export-Import
Bank of China.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
22. Proposal on Calling for the 2019 Annual General Meeting
The Board of Directors calls for the 2019 Annual General Meeting to be held on May
20, 2020, at which a voting will be conducted by a combination of on-site votes and
online votes, to consider proposals 1 to 3, proposals 5, 8 and 9, proposals 13 to 16,
proposals 18 to 20, and proposal 1 approved by the 12th meeting of the 8th session of the
Board of Supervisors.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
23. Presenting the 2019 Working Reports of the Independent Directors
After the review of the above proposals, 2019 Working Reports of the Independent
Directors were presented to the meeting.
11
The Company’s independent directors provided independent opinions on proposal 3,
proposal 4, proposals 6 to 9, proposal 13, proposal 16 and proposal 17. The detailed
opinions were disclosed on the website of Juchao Information
(http://www.cinfo.com.cn) on April 28, 2020.
It is hereby announced.
Board of Directors of ADAMA Ltd.
April 28, 2020
Appendixes I – Comparison tables of the Articles of Association of the Company prior
to and after the revisions
Current Revised
Article 6 Registered capital of the Article 6 Registered capital of the
Company shall be Renminbi
Company shall be Renminbi 2,344,121,302.
2,446,553,582.
Article 19 The total number of the Article 19 The total number of the
Company's shares is 2,446,553,582. The Company's shares is 2,344,121,302,
Company has a share capital structure of: among which 2,177,071,961 Renminbi
363,897,345 Renminbi ordinary shares, ordinary shares, 167,049,341
167,049,341 domestically listed domestically listed foreign-funded shares.
foreign-funded shares and 1,915,606,896
restricted shares with trading restrictions.
With the approval of the Securities
Commission of the State Council in “Zheng
Wei Fa[1997]23” Document, the Company
issued 100,000,000 domestically listed
foreign-funded shares (B shares) with face
value Renminbi 1/stock from April 29 to
May 5, 1997, and was listed on Shenzhen
Stock Exchange on May 15, 1997. The
Company executed the overallotment
option in an amount of 15,000,000 shares
from May 15 to May 21 of the same year.
On July 12, 2007, the total number of B
shares after increase is 230,000,000 shares.
Article 23 The Company may Article 23 The Company may
acquire its own shares in accordance with
acquire its own shares in accordance with the laws, administrative regulations,
the laws, administrative regulations, regulations of ministries and
12
regulations of ministries and commissions, commissions, and provisions of these
Articles of Association if:
and provisions of these Articles of (1) decreasing the Company's registered
Association if: capital;
(1) decreasing the Company's registered (2) merging/consolidating with other
companies holding the shares of the
capital;
Company;
(2) merging/consolidating with other (3) Use of shares for employee stock
companies holding the shares of the ownership plans or equity incentives;
Company; (4) where shareholders raise objections to
resolutions by the shareholders’ meeting
(3) awarding shares to staff and workers of on the merger or spin off of the Company,
the Company; or and thus require it to acquire its own
(4) where shareholders raise objections to shares;
(5) Use of shares for conversion of
resolutions by the shareholders’ meeting on convertible corporate bonds issued by the
the merger or spin off of the Company, and Company; or
thus require it to acquire its own shares. (6) It is necessary for maintaining the
value of the Company and shareholders'
The Company shall not carry out purchase
equity.
or sales of its own shares except for the The Company shall not purchase its own
aforesaid circumstances. shares except for the aforesaid
circumstances.
Article 24 The Company may acquire its Article 24 Buyback of shares by the
own shares by any of the following means: Company may be carried out through
(1) centralized price biding on the stock open centralized trading, or via any other
exchange; method recognized by laws and
(2) offer; or regulations and the CSRC.
(3) other means approved by the CSRC.
A share buyback by the Company under
the circumstances stipulated in item (3),
item (5) or item (6) of Article 23 shall be
carried out via an open centralized
trading method.
Article 25 Where the Company acquires Article 25 A resolution of a shareholders
its own shares due to reasons mentioned in meeting is required for a share buyback by
Items (1) to (3) of Article 23 of these the Company under any of the
Articles of Association, a resolution shall circumstances stipulated in item (1) and
be adopted by the shareholders’ meeting. item (2) of Article 23; a resolution of the
Where the circumstance described under Board meeting presented by two-thirds or
Item (1) aforesaid appears after the more of the directors is required for a
Company has acquired its own shares as per Company's share buyback under any of
Article 23, the acquired shares shall be the circumstances stipulated in item (3),
canceled within 10 days of the said item (5) and item (6) of Article 23.
acquisition; where the circumstances
described under Items (2) and (4) aforesaid Where a share buyback by the Company
appear after the Company has acquired its pursuant to the provisions of Article 23
own shares as per Article 23, the acquired falls under the circumstances set out in
shares shall be transferred or canceled item (1), the shares shall be deregistered
13
within 6 months from the said acquisition. within 10 days from the date of buyback;
where a share buyback by the Company
Shares of the Company acquired by the pursuant to the provisions of Article 23
Company in line with Item (3) of Article 23 falls under the circumstances set out in
shall not exceed 5% of the total shares item (2) or item (4), the shares shall be
issued by the Company; the funds used for transferred or deregistered within six
the said acquisition shall come from the months; where a share buyback by the
after-tax profit of the Company; and the Company pursuant to the provisions of
acquired shares shall be transferred to the Article 23 falls under the circumstances
staff and workers of the Company within set out in item (3), item (5) or item (6), the
one year thereafter. total number of shares held by the
Company shall not exceed 10% of the
total number of shares issued by the
Company, and the shares shall be
transferred or deregistered within three
years.
Article 44 The location of the Article 44 The location of the
shareholders’ meeting shall be the domicile shareholders’ meeting shall be the
of the Company or other place as set forth domicile of the Company or other place as
in the notice of the shareholders’ meeting. set forth in the notice of the shareholders’
meeting.
The meeting place shall be prepared and the
meeting shall be convened on site. The The shareholders' meeting will be on-site
Company shall also facilitate for meeting. The Company will also provide
shareholders through Shenzhen Stock online voting to facilitate the shareholders
Exchange Trading System and Internet in attending the meeting. If shareholders
Voting System (Web: attend the shareholders' meeting by the
http://wltp.cninfo.com.cn) to attendant the aforesaid means, they shall be deemed to
shareholders’ meeting. The shareholders have been present.
that attend the meeting by the aforesaid
means shall be deemed present.
Article 82 The nomination and election Article 82 The nomination and election
of directors and supervisors. of directors and supervisors.
(I) The methods and procedures of (I) The methods and procedures of
nomination and election of directors and nomination and election of directors and
supervisors: supervisors:
The incumbent board of directors and board The incumbent board of directors and
of supervisors and shareholders which meet board of supervisors and shareholders
certain conditions may nominate candidates which meet certain conditions may
of directors and supervisors in accordance nominate candidates of directors and
with the provisions in laws, administrative supervisors in accordance with the
regulations and these Articles of provisions in laws, administrative
Association. regulations and these Articles of
Association.
1. The candidate directors and supervisors
shall be nominated as a proposal and to 1. The Board of Directors of the
the shareholders’ meeting for vote but Company or the shareholders singly or
shall not be nominated in an interim
14
proposal; jointly holding more than 3% of the shares
of the Company may nominate candidates
2. The incumbent board of directors may to serve as non-independent directors.
nominate candidate directors. After the 2. The Board of Supervisors of the
board of directors adopts a resolution, Company or the shareholders singly or
the board of directors shall submit a list jointly holding more than 3% of the shares
of candidate directors to the of the Company may nominate candidates
shareholders’ meeting for vote. to serve as supervisors who are
non-representatives of the employees.
3. The incumbent board of supervisors 3. The Board of Directors of the
may nominate the candidate Company or the shareholders singly or
supervisors. After the board of jointly holding more than 1% of the shares
supervisors adopts a resolution, the of the Company may nominate candidates
board of supervisors shall submit the to serve as independent directors.
list of candidate supervisors to the
shareholders’ meeting for vote. The nominator of an independent director
shall nominate the nominee with such
4. The shareholders singly or jointly nominee’s prior consent. The nominator
holding more than 5% of the shares of shall adequately understand the
the Company for more than 180 days profession, academic qualifications,
may nominate candidate directors or professional titles, detailed work
candidate supervisors represented by experience and all part-time jobs of the
the shareholders’ representatives. nominee, and express his opinion on the
qualifications and independence of the
5. The incumbent board of directors, the nominee’s serving as an independent
incumbent board of supervisors, or the director, and the nominee shall make a
shareholders singly or jointly holding public statement that there exists no
more than 1% of the shares of the relationship between himself and the
Company may nominate candidate Company which may influence his
independent directors. independent and objective judgment in
any way. Before the convening of the
The nominator of an independent shareholders’ meeting relating to the
director shall nominate the nominee election of the independent director, the
with such nominee’s prior consent. The board of directors shall announce said
nominator shall adequately understand content according to relevant regulations.
the profession, academic
qualifications, professional titles, 4. In addition to other items provided in
detailed work experience and all this article, the board of directors shall
part-time jobs of the nominee, and announce the resume and basic
express his opinion on the information of each candidate director and
qualifications and independence of the supervisor to the shareholders.
nominee’s serving as an independent
director, and the nominee shall make a
public statement that there exists no
relationship between himself and the
Company which may influence his
independent and objective judgment in
any way. Before the convening of the
shareholders’ meeting relating to the
election of the independent director,
15
the board of directors shall announce
said content according to relevant
regulations.
6. In addition to other items provided in this
article, the board of directors shall
announce the resume and basic information
of each candidate director and supervisor to
the shareholders.
Article 96 Directors shall be elected or Article 96 Directors shall be elected or
replaced by the shareholders' meeting. The replaced by the shareholders' meeting and
term of office of each director shall be three may be removed by the shareholders'
years. The term of office of each director meeting before the expiration of their term
shall commence as of his assumption of of office. The term of office of the
office until the expiration of the current directors shall be three years. The
board of directors. The directors may, after directors may serve consecutive terms if
the expiration of the term of office, be reelected upon expiration of their term of
reelected and reappointed. Where the new office. The term of office of each director
directors fail to be promptly elected upon shall commence as of his assumption of
the expiration of the term of office, then office until the expiration of the current
before the newly elected directors assume board of directors. Where the new
office, the original directors shall retain directors fail to be promptly elected upon
their directorship in accordance with the the expiration of the term of office, then
laws, administrative regulations, rule, and before the newly elected directors assume
these Articles of Association. The office, the original directors shall retain
shareholders' meeting shall not dismiss their directorship in accordance with the
without fair reasons any director prior to laws, administrative regulations, rule, and
expiration of the term of office. these Articles of Association.
Directors can serve concurrently as Directors can serve concurrently as
President and CEO or other senior President and CEO or other senior
executives, however, the directors who executives, however, the directors who
concurrently serve as President and CEO or concurrently serve as President and CEO
other senior executives shall not exceed or other senior executives and directors
half of all the directors of the Company. who are employee representatives (if any)
shall not exceed half of all the directors of
the Company.
Article 107 One paragraph is added to
Article 107 as Paragraph 2:
The board of directors of the Company
shall establish an audit committee, and
establish the relevant specialized
committees such as strategies,
nomination, remuneration and appraisal,
etc. where necessary. The specialized
committees shall be accountable to the
board of directors, perform duties
pursuant to these Articles of Association
and the authorization of the board of
16
directors, and submit proposals to the
board of directors for deliberation and
decision. All members of the specialized
committees shall be directors. The
independent directors shall constitute the
majority of the audit committee, the
nomination committee and the
remuneration and appraisal committee
and act as the convener, and the convener
of the audit committee shall be an
accounting professional. The board of
directors shall be responsible for
formulation of working procedures for the
specialized committees and standardize
the operations of the specialized
committees.
Article 116 Article 116
Shareholders representing more than 1/10 Shareholders representing more than 1/10
of the voting rights or the directors of the voting rights, the directors
accounting for more than 1/3 of all the accounting for more than 1/3 of all the
members of the board of directors or the members of the board of directors,
supervisors representing more than 1/3 of independent directors, the board of
the board of supervisors may propose to supervisors or the President and CEO
hold an interim meeting of the board of may propose to hold an interim meeting of
directors. The chairman of the board shall, the board of directors. The chairman of the
within 10 days after the receipt of the board shall, within 10 days after the
proposal, convene and preside over the receipt of the proposal, convene and
meeting of the board of directors. preside over the meeting of the board of
directors. The Chairman of the board may
propose to hold an interim meeting of the
board of directors, at any time if it deems
necessary.
Article 130 Those persons take other Article 130 Those persons take
posts, except for directors and supervisors, administrative posts, except for directors
in the units of the controlling shareholders and supervisors, in the units of the
and actual controllers of the Company, shall controlling shareholders of the Company,
not serve as senior executives of the shall not serve as senior executives of the
Company. Company.
Appendixes II – Comparison tables of the Rules of Procedures of the Board of
Directors
Current Revised
Name of the Document: RULES OF Name of the Document: RULES OF
PROCEDURES OF THE BOARD OF PROCEDURES OF THE BOARD OF
DIRECTORS DIRECTORS
HUBEI SANONDA CO., LTD. ADAMA LTD.
17
Article 1 These rules are hereby
Article 1 These rules are hereby formulated
to regulate the activities of the board offormulated to regulate the activities of the
directors of Hubei Sanonda Co., Ltd. board of directors of ADAMA Ltd.
(hereafter referred to as the “Company”)(hereafter referred to as the “Company”)
and the members thereof, specify the
and the members thereof, specify the duties
duties and authorizations of the board of
and authorizations of the board of directors
of the Company, fully play the function ofdirectors of the Company, fully play the
function of the board of directors in the
the board of directors in the operation and
decision making, ensure the legitimacy, operation and decision making, ensure the
normalization, scientificity legitimacy, normalization, scientificity
and
democratization of the decision making of and democratization of the decision
making of the board of directors, and meet
the board of directors, and meet the need for
the establishment of modern corporate the need for the establishment of modern
system. corporate system.
Article 2 These rules are formulated Article 2 These rules are formulated
pursuant to Law of the People’s Republic
pursuant to Law of the People’s Republic of
China on Companies (hereafter referred to of China on Companies (hereafter referred
as “Law on Companies”), Code of to as “Law on Companies”), Code of
Corporate Governance for Corporate Governance for Listed
Listed
Companies promulgated by China Companies promulgated by China
Securities Regulatory Securities
Commission Regulatory Commission
(hereafter referred to as the “Code”), the
(hereafter referred to as the “Code”), the
Guideline on Standardized Operation of Guideline on Standardized Operation of
Companies Listed, Rules for Listing of Companies Listed on Main Board, Rules
Stock on the Shenzhen Stock Exchange and for Listing of Stock on the Shenzhen
Articles of Association of Hubei Sanonda Stock Exchange and Articles of
Co., Ltd. (hereafter referred to as the Association of ADAMA Ltd. (hereafter
“AOA”). referred to as the “AOA”).
Article 3 The board of directors of the Article 3 The board of directors of the
Company and the members thereof shall Company and the members thereof shall
comply with the provisions of the Law on comply with the provisions of the Law on
Companies and other laws, administrative Companies and other laws, administrative
regulations and ordinances, the AOA and regulations, regulations of ministries and
these rules, and undertake the duty of commissions, the AOA and these rules,
and undertake the duty of loyalty and also
loyalty and also the duty of diligence to the
Company. the duty of diligence to the Company.
Article 4 (16) performing other functions Article 4 (16) performing other functions
and powers as conferred by the laws, and powers as conferred by the laws,
administrative regulations, rules and the administrative regulations, regulations of
AOA. ministries and commissions and the AOA.
Article 4 One paragraph is added to
Article 4 as Paragraph 2:
The board of directors of the Company
shall establish an audit committee, and
/
establish the relevant specialized
committees such as strategies,
nomination, remuneration and appraisal,
etc. where necessary. The specialized
18
committees shall be accountable to the
board of directors, perform duties
pursuant to the AOA and the authorization
of the board of directors, and submit
proposals to the board of directors for
deliberation and decision. All members of
the specialized committees shall be
directors. The independent directors shall
constitute the majority of the audit
committee, the nomination committee and
the remuneration and appraisal committee
and act as the convener, and the convener
of the audit committee shall be an
accounting professional. The board of
directors shall be responsible for
formulation of working procedures for the
specialized committees and standardize
the operations of the specialized
committees.
One article is added as Article 5:
Article 5 The Board of Directors shall
/ hear the opinions of the Party Committee
of the Company before making material
decisions of the Company.
Article 7 The board of directors shall have Article 8 The board of directors shall be
one chairperson, who shall be elected upon composed of six [6] directors, with two [2]
the approval of a majority of all directors. independent directors therein. The board
The chairperson of the board of directors of directors shall have one [1] board
shall have the following powers and duties: chairman. The chairman of the Company
(1) presiding over the Shareholders’ shall be elected by more than half of all
Meeting, and convening and presiding the directors. The Company shall not have
over the meeting of the board of any director as the representatives of the
directors; staff and workers. The chairman of the
(2) supervising and inspecting for the board of directors shall have the following
execution of resolutions adopted by the powers and duties:
board of directors; (1) presiding over the Shareholders’
(3) signing the shares, debentures and other Meeting, and convening and presiding
marketable securities of the company; over the meeting of the board of
(4) signing important document of the directors;
board of directors; (2) supervising and inspecting for the
(5) execute special disposing right in execution of resolutions adopted by
accordance with the laws and the the board of directors;
interest of the company with regard to (3) signing the shares, debentures and
the business and affairs of the company other marketable securities of the
where the force majeure events company;
including severe natural disasters, etc. (4) signing important document of the
happen, and report to the board of board of directors;
directors and shareholder’s meeting (5) execute special disposing right in
afterwards; and accordance with the laws and the
19
(6) other power entrusted by the board of interest of the company with regard to
directors. the business and affairs of the
company where the force majeure
events including severe natural
disasters, etc. happen, and report to the
board of directors and shareholder’s
meeting afterwards; and
(6) other power entrusted by the board of
directors.
Article 11 The chairperson of the board of Article 12 The chairman of the board of
directors shall convene an interim meeting directors shall convene an interim meeting
of the board of directors within ten business of the board of directors within ten days:
days: (1) if necessary as the chairman of the
(1) if necessary as the chairprson of the board of directors deems;
board of directors deems; (2) if requested by the shareholder(s)
(2) if requested by the shareholder(s) representing 1/10 or more of the voting
individually or collectively representing right;
1/10 or more of the voting right; (3) if requested jointly by 1/3 or more of
(3) if requested jointly by 1/3 or more of the the directors;
directors; (4) if requested by the independent
(4) if requested by the independent directors;
directors; (5) if requested by the board of
(5) if requested by the board of supervisors; supervisors; or
or (6) if requested by the President and CEO.
(6) if requested by the President and CEO. The shareholding percentage held by
The shareholding percentage held by the shareholder(s) requesting an interim
the shareholder(s) requesting an interim meeting of the board of directors under
meeting of the board of directors under paragraph (2) above shall not be less than
paragraph (2) above shall not be less than 10% prior to the board of directors adopts
10% prior to the board of directors adopts the resolution.
the resolution.
Article 14 The chairperson of the board of Article 15 The chairman of the board of
directors, the shareholder(s) individually or directors, the shareholder(s) representing
collectively representing 1/10 or more of 1/10 or more of the voting right, 1/3 or
the voting right, 1/3 or more of the more of the directors, the independent
directors, the board of supervisors and the
directors, the independent directors, the
President and CEO may submit proposals.
board of supervisors and the President and
CEO may submit proposals.
Article 20 A director shall attend the Article 21 A director shall attend the
meeting of the board of directors in person, meeting of the board of directors in
or if not able to attend for cause, may in person, or if not able to attend for cause,
writing appoint another director as his/her may in writing appoint another director as
his/her proxy to attend on his/her behalf.
proxy to attend on his/her behalf. The
The power of attorney shall indicate the
power of attorney shall indicate the name of name of the proxy, matters conducted by
the proxy, matters conducted by the proxy, the proxy, authorizations and term of
authorizations and term of validity, and validity, and may be valid only if signed or
may be valid only if signed or affixed to the affixed to the seals by the appointer. The
seals jointly by the appointer and the proxy. director attending the meeting on another
20
The director attending the meeting on director’s behalf shall exercise their rights
another director’s behalf shall exercise their within the authorizations. A director not
rights within the authorizations. A director attending a meeting in person or by proxy
not attending a meeting in person or by shall be deemed to waive the right to vote
at that meeting.
proxy shall be deemed to waive the right to
vote at that meeting.
Appendixes III – Comparison tables of the Rules of Procedures of the Shareholders
Meeting
Current Revised
Name of the Document: RULES OF Name of the Document: RULES OF
PROCEDURES FOR SHAREHOLDERS’ PROCEDURES FOR
MEETING OF SHAREHOLDERS’ MEETING OF
HUBEI SANONDA CO., LTD. ADAMA LTD.
Article 1 These Rules are formulated in
Article 1 These Rules are formulated in
accordance with Company Law of the
accordance with Company Law of the PRC
PRC (hereinafter “Company Law”),
(hereinafter “Company Law”), Securities
Securities Law of the PRC (hereinafter
Law of the PRC (hereinafter “Securities
“Securities Law”) , Rules for Listing of
Law”) , Rules for Listing of Stocks in
Stocks in Shenzhen Stock Exchange (the
Shenzhen Stock Exchange (the “Listing
“Listing Rules”), Code of Corporate
Rules”), Code of Corporate Governance for
Governance for Listed Companies, Rules
Listed Companies, Rules of Shareholders’
of Shareholders’ Meetings for Listed
Meetings for Listed Companies,
Companies, Memorandum No. 12 on
Memorandum No. 12 on Disclosure –
Disclosure – Matters Relating to
Matters Relating to Shareholders’
Shareholders’ Meetings, the Guideline on
Meetings, the Guideline on Standardized
Standardized Operation of Companies
Operation of Companies Listed on Main
Listed on Main Board, other laws,
Board, other laws, rules and regulatory
administrative regulations, regulations of
documents, and Articles of Association of
ministries and commissions and Articles
Hubei Sanonda Co., Ltd. (hereinafter
of Association of ADAMA Ltd.
“Articles of Association”), with a view to
(hereinafter “Articles of Association”),
regulating the actions of Hubei Sanonda
with a view to regulating the actions of
Co., Ltd. (hereinafter “Company”) and
ADAMA Ltd. (hereinafter “Company”)
safeguarding the exercise of powers by
and safeguarding the exercise of powers
Company’s Shareholders’ Meeting
by Company’s Shareholders’ Meeting
(hereinafter “Shareholders’ Meeting” or
(hereinafter “Shareholders’ Meeting” or
“Meeting”).
“Meeting”).
Article 5 The Shareholders’ Meeting shall Article 5 The location of the shareholders’
be held at the domicile of Company or other meeting shall be the domicile of the
place as set forth in the notice of the Company or other place as set forth in the
shareholders’ meeting. notice of the shareholders’ meeting.
21
The Shareholders’ Meeting shall be held at The shareholders' meeting will be on-site
a venue prepared by the members of the meeting. The Company will also provide
Shareholders’ Meeting. The Shareholders’ online voting to facilitate the shareholders
Meeting shall be convened on site and shall in attending the meeting. If shareholders
offer convenience for shareholders who attend the shareholders' meeting by the
attend the meeting through safe, aforesaid means, they shall be deemed to
economical and convenient network or have been present. Where Company offers
other ways in accordance with laws, online voting platform to shareholders, the
administrative regulations, regulations of identities of shareholders shall be
CSRC and Articles of Association. confirmed according to the regulations of
Shareholders who participate in the SZSE on identity certification for
Shareholders’ Meeting through aforesaid investors using Internet services.
method are deemed to have been present.
Where Company offers online voting
platform to shareholders, the identities of
shareholders shall be confirmed according
to the regulations of SZSE on identity
certification for investors using Internet
services.
Article 9 Company should hold an
Article 9 Company should hold an Interim
Interim Shareholders’ Meeting within two
Shareholders’ Meeting within two months
months after the occurrence of any of the
after the occurrence of any of the following
following circumstances:
circumstances:
(7) Other circumstances stipulated by
(7) Other circumstances stipulated by laws,
laws, administrative regulations,
administrative regulations, other normative
regulations of ministries and commissions
documents and Articles of Association.
and Articles of Association.
Article 10 Shareholders’ Meeting is the Article 10 Shareholders’ Meeting is the
organ of power of Company and legally organ of power of Company and legally
exercises following powers and functions, exercises following powers and functions,
which cannot be exercised by the Board of which cannot be exercised by the Board of
directors or other organs or individuals by directors or other organs or individuals by
way of authorization: way of authorization:
(16) examining and deliberating other (16) examining and deliberating other
matters which shall be determined by matters which shall be determined by
Shareholders’ Meetings according to the Shareholders’ Meetings according to the
laws, administrative statutes, other laws, administrative statutes, regulations
normative documents and Articles of of ministries and commissions and
Association. Articles of Association.
Article 24 List of candidates for directors Article 24 List of candidates for directors
and supervisors are submitted to and supervisors are submitted to
Shareholders’ Meeting in form of proposal Shareholders’ Meeting in form of proposal
for voting: for voting:
The candidates of directors and supervisors
are nominated by current Board of directors 1. The Board of Directors of the
22
and Board of supervisors, and shareholders Company or the shareholders singly or
who individually or jointly hold more than jointly holding more than 3% of the
5% of Company’s shares for more than 180 shares of the Company may nominate
days can nominate the candidates of candidates to serve as
directors and supervisors, the posts of non-independent directors.
which are to be held by shareholders’ 2. The Board of Supervisors of the
representatives. The Board of directors Company or the shareholders singly or
shall provide shareholders with the resumes jointly holding more than 3% of the
and basic information of the candidates for shares of the Company may nominate
directors and supervisors. candidates to serve as supervisors who
are non-representative of the
employees.
3. The Board of Directors of the
Company or the shareholders singly or
jointly holding more than 1% of the
shares of the Company may nominate
candidates to serve as independent
directors.
The nominator of an independent director
shall nominate the nominee with such
nominee’s prior consent. The nominator
shall adequately understand the
profession, academic qualifications,
professional titles, detailed work
experience and all part-time jobs of the
nominee, and express his opinion on the
qualifications and independence of the
nominee’s serving as an independent
director, and the nominee shall make a
public statement that there exists no
relationship between himself and the
Company which may influence his
independent and objective judgment in
any way. Before the convening of the
shareholders’ meeting relating to the
election of the independent director, the
board of directors shall announce said
content according to relevant regulations.
In addition to other items provided in this
article, the board of directors shall
announce the resume and basic
information of each candidate director and
supervisor to the shareholders.
Article 28 The notice concerning the Article 28 The notice concerning the
Shareholders’ Meeting shall include the Shareholders’ Meeting shall include the
following contents: following contents:
1) the time, place and period of the 1) the time, place and period of the
General Meeting; General Meeting;
23
2) The matters and proposals to be 2) The matters and proposals to be
examined and deliberated in the examined and deliberated in the
General Meeting; General Meeting;
3) explanation with clear wording to the 3) explanation with clear wording to the
same effect: all shareholders shall have same effect: all shareholders shall
the right to attend the Shareholders’ have the right to attend the
Meeting or entrust a proxy (who may Shareholders’ Meeting or entrust a
not be a shareholder of Company) to proxy (who may not be a shareholder
attend the meeting and vote; of Company) to attend the meeting
4) equity registration dates of the and vote;
shareholders who are entitled to attend 4) equity registration dates of the
the Shareholders’ Meeting; shareholders who are entitled to attend
5) the name and telephone number of the the Shareholders’ Meeting;
contact person for the General Meeting; 5) the name and telephone number of the
6) If the Shareholders’ Meeting is held contact person for the General
through Internet or other means, the Meeting.
notice concerning the Shareholders’
Meeting shall specify the voting time
and procedure thereof.
Article 58 The company shall, on the Article 58 The company shall, on the
premise of ensuring the legitimacy and premise of ensuring the legitimacy and
validity of the Shareholders’ Meeting, offer validity of the Shareholders’ Meeting,
modern information technology means provide online voting, so as to facilitate
including online voting platform, so as to shareholders attending the Shareholders’
facilitate shareholders attending the Meeting.
Shareholders’ Meeting.
Article 59 Company shall improve Article 59 Company shall improve
Shareholders’ Meeting voting system. The Shareholders’ Meeting voting system. The
Shareholders’ Meeting set up by the Shareholders’ Meeting set up by the
members of the Shareholders’ Meeting and members of the Shareholders’ Meeting
the meeting shall be held on-site. Company and the meeting shall be held on-site. The
will provide attending shareholders with Company will also provide online voting
SZSE transaction system and online voting to facilitate the shareholders in attending
system (http://wltp.cninfo.com.cn). the meeting. Shareholders who participate
Shareholders who participate in in Shareholders’ Meeting through the
Shareholders’ Meeting through the aforesaid means will be deemed to have
aforesaid means will be deemed to have been present.
been present.
24
