Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-45
ADAMA Ltd.
Notice of the 3rd Interim Shareholders Meeting in
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.
2020
I. Basic Information of the Meeting
1. This is the 3rd Interim Shareholders Meeting in 2020.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
3rd Interim Shareholders Meeting in 2020 on the 26th Meeting of the 8th Session of the
Board of the Company on August 19, 2020.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory
documents and relevant provisions of the Articles of Association of the Company.
4. Nature 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
for the same share occurs, the first voting shall prevail.
5. Time of the Meeting:
(1) On-site meeting: starts at 14:30 on September 7, 2020.
(2) Online voting: September 7, 2020. The online voting via the trading system of the
Shenzhen Stock Exchange will be from 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m.
and from 1:00 p.m. to 3:00 p.m. on September 7, 2020; the 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 September 7, 2020.
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6. Record day of the meeting: September 2, 2020
B-share shareholders can vote only if they purchase the Company’s shares on or prior
to August 28, 2020.
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
meeting. Shareholders may also appoint proxies in writing to attend and vote. The
proxies can be non-shareholders.
Shareholders Syngenta Group Co., Ltd. and Jingzhou Sanonda Holdings Co., Ltd.
("Related Shareholders") are deemed related parties of the Company with respect to
proposal 1 below, as China National Chemical Co., Ltd. controls both the Related
Shareholders and the counterparty, ChemChina Finance Co., Ltd.
Therefore, the Related Shareholders shall refrain from the voting on proposal 1 below
which has been disclosed by the Company in the Announcement on the Intended
Renewal of the Financial Service Agreement with ChemChina Finance Co., Ltd.,
constituting a related-party transaction published on the website www.cninfor.com.cn
on August 21, 2020.
(2) Directors, supervisors and senior executives of the Company;
(3) Attorney engaged by the Company;
(4) Other invitees invited by the convener.
8. Location:
6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang, Beijing, China
II. Proposal
1. Proposal on the Renewal of the Financial Service Agreement with ChemChina
Finance Co., Ltd.
2. Proposal on Providing Guarantees in favor of Wholly-owned Subsidiaries
2
3. Repurchase Plan for Part of the Company’s Domestically Listed Foreign Shares
(B share)
The three proposals were passed by the 26th meeting of the 8th session of the Board of
Directors. Please refer to the announcements which were disclosed by the Company
on http://www.cninfo.com.cn on August 21, 2020.
As a special resolution, approval of proposal 3 shall require at least 2/3 of the voting
rights represented by the attending shareholders.
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
100 All Proposals √
Non-cumulative Voting Proposals
Proposal on the Renewal of the Financial Service √
1.00
Agreement with ChemChina Finance Co., Ltd.
Proposal on Providing Guarantees in favor of √
2.00
Wholly-owned Subsidiaries
Repurchase Plan for Part of the Company’s √Sub-proposals
3.00
Domestically Listed Foreign Shares (B share) (11)
√
3.01 Purpose of share repurchase
√
3.02 Types of shares to be repurchased
√
3.03 Method of repurchasing
√
3.04 Price range
Number of shares to be repurchased and their √
3.05
percentage of the total share capital
√
3.06 Total funds to be used for the repurchase
3
√
3.07 Source of funds for the repurchase
√
3.08 Period of share repurchasing
√
3.09 Specific authorization for share repurchase matters
√
3.10 The repurchase plan is in line with the regulations
Following matters after the completion of the √
3.11
repurchase plan
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
September 4, 2020. Please confirm by telephone after sending the mail or fax.
Registration through telephone is not accepted.
2. Date: 9:30-16:30 (during the working days), from September 3 to September 4,
2020.
3. Place:
Office of the Company, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park
South Road, Chaoyang District, Beijing, China.
4. Contact：
Contact Person: Wang Zhujun, Guo Zhi
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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 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 the voting through the
trading system or the online voting system (http://wltp.cninfo.com.cn) of the
Shenzhen Stock Exchange. For more details, please refer to attachment 1.
VI. Documents available for reference
1. Resolutions of the 26th Meeting of the 8th Session of the Board of the Directors.
2.Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
August 21, 2020
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Attachment 1
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 the Shenzhen Stock Exchange Trading Program
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on September 7, 2020.
2. Shareholders can enter into the trading system to vote.
III. Vote via the Shenzhen Stock Exchange Online Voting System
1. The online voting via the online voting system of the Shenzhen Stock Exchange
will start at 9:15 a.m. on September 7, 2020 (the day on which the on-site meeting is
held) and end at 3:00 p.m. on September 7, 2020 (the day on which the on-site
meeting ends).
2. Shareholders voting through the 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.
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Attachment 2
Power of attorney
I hereby authorize Mr./Ms._________ to attend and vote in the 3rd Interim
Shareholders meeting of ADAMA Ltd. on September 7, 2020. The voting opinion is
as followed:
Note Voting Opinions
The
proposal
with a
NO. Proposals “√”
For Against Waived
in this
column
can
be voted
100 All proposals √
Non-cumulative Voting Proposals
Proposal on the Renewal of
the Financial Service
1.00 √
Agreement with ChemChina
Finance Co., Ltd.
Proposal on Providing
2.00 Guarantees in favor of √
Wholly-owned Subsidiaries
Repurchase Plan for Part of Sub-prop
the Company’s Domestically
3.00 osals
Listed Foreign Shares (B
(11)√
share)
3.01 Purpose of share repurchase √
Types of shares to be
3.02 √
repurchased
3.03 Method of repurchasing √
3.04 Price range √
Number of shares to be
repurchased and their
3.05 √
percentage of the total share
capital
Total funds to be used for the
3.06 √
repurchase
Source of funds for the
3.07 √
repurchase
3.08 Period of share repurchasing √
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Specific authorization for
3.09 √
share repurchase matters
The repurchase plan is in line
3.10 √
with the regulations
Following matters after the
3.11 completion of the repurchase √
plan
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,
“×” if you vote against the resolution or waive.）
Consignor:
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
continue to be in effect till the end of the abovementioned shareholders meeting.
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