Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2020-50
ADAMA Ltd.
Announcement on the Resolutions of the 3rd 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 September 7, 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
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5. Host: Erik Fyrwald
6. Time/Date of Online Voting:
Online voting: online voting via the trading system of 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; 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.
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
30 shareholders participated in the on-site meeting or via online voting system,
representing 1,750,112,999 shares, accounting for 74.6597% of the Company’s total
shares. Among them, 6 shareholders participated in the on-site meeting, representing
1,823,827 shares, accounting for 0.0778% of the Company’s total shares and 24
shareholders participated via online voting system, representing 1,748,289,172 shares,
accounting for 74.5819% of the Company’s total shares.
2. Attendance of B-share Shareholders
18 B-share shareholders participated in the on-site meeting or via online voting system,
representing 6,334,160 shares, accounting for 3.7918% 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 13 shareholders
participated via online voting system, representing 5,425,433 shares, accounting for
3.2478% of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
29 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 41,662,240 shares, accounting for 1.7773% of the Company’s total shares.
Among them, 6 shareholders participated in the on-site meeting, representing 1,823,827
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shares, accounting for 0.0778% of the Company’s total shares and 23 shareholders
participated via online voting system, representing 39,838,413 shares, accounting for
1.6995% of the Company’s total shares.
The directors, supervisors and some 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 Renewal of the Financial Service Agreement with ChemChina
Finance Co., Ltd.
The proposal is a related-party matter. As Syngenta Group Co., Ltd. and Jingzhou
Sanonda Holding Co.,Ltd are controlled by China National Chemical Co.,Ltd which is
the actual controller of the Company, they are affiliated shareholders of the Company,
and hold 1,708,450,759 shares and 119,687,202 shares of the Company respectively.
Such affiliated shareholders will refrain from voting on this proposal.
1.1 Voting Summary:
35,678,594 shares for it, accounting for 85.6377% of all the shares held by the
participating shareholders; 5,983,646 shares against it, accounting for 14.3623% 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:
2,187,033 shares for it, accounting for 34.5276% of all the shares held by the
participating B-share shareholders; 4,147,127 shares against it, accounting for 65.4724%
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:
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35,678,594 shares for it, accounting for 85.6377% of all the shares held by the
participating Mid-small shareholders; 5,983,646 shares against it, accounting for 14.3623%
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 Wholly-owned Subsidiaries
2.1 Voting Summary:
1,746,828,499 shares for it, accounting for 99.8123% of all the shares held by the
participating shareholders; 3,284,500 shares against it, accounting for 0.1877% 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:
3,056,360 shares for it, accounting for 48.2520% of all the shares held by the
participating B-share shareholders; 3,277,800 shares against it, accounting for 51.7480%
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:
38,377,740 shares for it, accounting for 92.1164% of all the shares held by the
participating Mid-small shareholders; 3,284,500 shares against it, accounting for 7.8836%
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.
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3. Repurchase Plan for Part of the Company’s Domestically Listed Foreign Shares
(B share)
3.01 Purpose of share repurchase
1.1 Voting Summary:
1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% 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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% 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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% 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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.02 Types of shares to be repurchased
1.1 Voting Summary:
1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
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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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% 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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% 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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.03 Method of repurchasing
1.1 Voting Summary:
1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% 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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 0 shares abstained (among them,
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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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% 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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.04 Price range
1.1 Voting Summary:
1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% 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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% 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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 0 shares abstained
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(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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.05 Number of shares to be repurchased and their percentage of the total share capital
1.1 Voting Summary:
1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% 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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% 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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% 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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.06 Total funds to be used for the repurchase
1.1 Voting Summary:
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1,750,089,999 shares for it, accounting for 99.9987% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% 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:
6,334,060 shares for it, accounting for 99.9984% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% 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:
41,639,240 shares for it, accounting for 99.9448% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% 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 special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.07 Source of funds for the repurchase
1.1 Voting Summary:
1,749,736,739 shares for it, accounting for 99.9785% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
shares held by the participating shareholders; 353,260 shares abstained (among them,
353,260 shares are considered as abstained due to non-voting), accounting for 0.0202%
of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
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5,980,800 shares for it, accounting for 94.4214% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 353,260 shares abstained
(among them, 353,260 shares are considered as abstained due to non-voting), accounting
for 5.5771% of all the shares held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
41,285,980 shares for it, accounting for 99.0969% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 353,260 shares abstained
(among them, 353,260 shares considered as abstained due to non-voting), accounting for
0.8479% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.08 Period of share repurchasing
1.1 Voting Summary:
1,749,736,739 shares for it, accounting for 99.9785% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
shares held by the participating shareholders; 353,260 shares abstained (among them,
353,260 shares are considered as abstained due to non-voting), accounting for 0.0202%
of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
5,980,800 shares for it, accounting for 94.4214% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 353,260 shares abstained
(among them, 353,260 shares are considered as abstained due to non-voting), accounting
for 5.5771% of all the shares held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
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41,285,980 shares for it, accounting for 99.0969% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 353,260 shares abstained
(among them, 353,260 shares considered as abstained due to non-voting), accounting for
0.8479% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.09 Specific authorization for share repurchase matter
1.1 Voting Summary:
1,749,736,739 shares for it, accounting for 99.9785% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
shares held by the participating shareholders; 353,260 shares abstained (among them,
353,260 shares are considered as abstained due to non-voting), accounting for 0.0202%
of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
5,980,800 shares for it, accounting for 94.4214% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 353,260 shares abstained
(among them, 353,260 shares are considered as abstained due to non-voting), accounting
for 5.5771% of all the shares held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
41,285,980 shares for it, accounting for 99.0969% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 353,260 shares abstained
(among them, 353,260 shares considered as abstained due to non-voting), accounting for
0.8479% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
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3.10 The repurchase plan is in line with the regulations
1.1 Voting Summary:
1,749,736,739 shares for it, accounting for 99.9785% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
shares held by the participating shareholders; 353,260 shares abstained (among them,
353,260 shares are considered as abstained due to non-voting), accounting for 0.0202%
of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
5,980,800 shares for it, accounting for 94.4214% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 353,260 shares abstained
(among them, 353,260 shares are considered as abstained due to non-voting), accounting
for 5.5771% of all the shares held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
41,285,980 shares for it, accounting for 99.0969% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 353,260 shares abstained
(among them, 353,260 shares considered as abstained due to non-voting), accounting for
0.8479% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
3.11 Following matters after the completion of the repurchase plan
1.1 Voting Summary:
1,749,736,739 shares for it, accounting for 99.9785% of all the shares held by the
participating shareholders; 23,000 shares against it, accounting for 0.0013% of all the
shares held by the participating shareholders; 353,260 shares abstained (among them,
353,260 shares are considered as abstained due to non-voting), accounting for 0.0202%
of all the shares held by the participating shareholders. Among them:
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(1) Voting Summary of B-share Shareholders:
5,980,800 shares for it, accounting for 94.4214% of all the shares held by the
participating B-share shareholders; 100 shares against it, accounting for 0.0016% of all
the shares held by the participating B-share shareholders; 353,260 shares abstained
(among them, 353,260 shares are considered as abstained due to non-voting), accounting
for 5.5771% of all the shares held by the participating B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
41,285,980 shares for it, accounting for 99.0969% of all the shares held by the
participating Mid-small shareholders; 23,000 shares against it, accounting for 0.0552% of
all the shares held by the participating Mid-small shareholders; 353,260 shares abstained
(among them, 353,260 shares considered as abstained due to non-voting), accounting for
0.8479% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a special resolution, this sub-proposal has been approved with
more than 2/3 of the total number of shares held by the participating shareholders.
The above proposals were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on August 21, 2020.
V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Han Qitong, Han Zewei
3. Conclusive opinion:
In the lawyers’ opinion, the convening and holding procedures comply with the Company
Law, Rules for the Shareholders’ Meetings of Listed Companies, Notice of the Shenzhen
Stock Exchange on Issuing the Detailed Implementing Rules of the Shenzhen Stock
Exchange for Online Voting at 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.
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VI. Documents for Reference
1. Resolutions of the 3rd Interim Shareholders Meeting in 2020;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
September 8, 2020
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