Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-56
ADAMA Ltd.
Announcement of the Resolutions of the 27th
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 27th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Board” and the “Company”) was held via video
conference on October 28, 2020 following notifications sent to all the directors by
email on October 23, 2020. Five directors were entitled to attend the meeting and five
directors attended.
The meeting complied 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 Nomination of an Independent Director of the 8th Session of
the Board of Directors
On October 23, 2020, the Board received notice from Mr. Tang Yunwei informing the
Company of his resignation for personal reasons from his position as an independent
director of the Company and accordingly from his positions as the chairperson of the
Audit Committee of the Board, and as a member of the Nomination Committee,
Compensation and Appraisal Committee, and Strategy Committee of the Board.
According to the Company Law of China, Guidance on Establishing the Independent
Director System in Listed Companies, and the Company's Articles of Association, the
resignation of Mr. Tang will take effect on the date a new independent director is
elected by the shareholders meeting. Mr. Tang has agreed to continue to act as an
independent director and perform his duties in the special committees of the Board until
a newly elected independent director takes office, in accordance with applicable laws
and administrative regulations as well as the Company's Articles of Association.
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Mr. Tang has confirmed that he has no disagreement with the Board and his resignation
does not involve any circumstances that should be brought to the attention of the
Company’s shareholders or the creditors of the Company.
The Board highly values and appreciates the contribution Mr. Tang made to the
Company during his successful tenure, and sincerely thanks him for his service.
(1) Nomination of Mr. Ge Ming
According to the Company Law of China, Guidance on Establishing the Independent
Director System in Listed Companies, and the Company's Articles of Association, the
Board has approved the nomination of Mr. Ge Ming to serve as an independent director
of the Company, starting from the date of approval by the shareholders’ meeting and
until the expiration of the 8th session of the Board.
The Board further confirmed the appointment of Mr. Ge Ming as the chairperson of the
Audit Committee of the Board, and as a member of the Nomination Committee,
Compensation and Appraisal Committee, and Strategy Committee of the Board,
following his election as an independent director by the shareholders meeting.
The nomination of Mr. Ge Ming as an independent director candidate shall be
submitted to the Company’s shareholders meeting for deliberation and approval
following its review by the Shenzhen Stock Exchange.
(2) Mr. Ge Ming’s concurrent positions
According to Article 12 of the Measures to Register Independent Directors of the
Shenzhen Stock Exchange (Revised in 2017), when an independent director nominator
nominates a candidate, he should pay attention to whether the independent director
candidate holds concurrent posts as a director, supervisor or senior manager in more
than five companies. If such circumstances exist, the company shall disclose the
reasons for the nomination, the potential impact on its regular operations and corporate
governance, as well as the countermeasures that the company will take to reduce such
potential impact.
When nominating Mr. Ge Ming as a candidate for the positions of an independent
director, the Board paid attention to his concurrent positions and examined such roles.
Mr. Ge Ming currently serves as an independent director in three listed companies
(China Pingan Group, Focus Media and AsiaInfo), as an external supervisor in two
listed companies (Bank of Shanghai and Bank of Suzhou), as a supervisor at Tencent
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Foundation, and as a general manager of Beijing Huaming Fulong Accounting
Consulting Co., Ltd.
The Board believes that the listed companies in which Mr. Ge Ming holds a position
have established an effective mechanism to ensure that the independent directors and
the supervisors can perform their duties efficiently. Furthermore, the positions he holds
in the non-listed entities are not as demanding, and the time required for fulfilling them
is more flexible. In addition, Mr. Ge Ming has retired from Ernst & Young Hua Ming
Certified Public Accountants (special general partnership), which ensures that he
should have sufficient time and capacity to participate in the Company’s required
internal meetings and other duties. Mr. Ge is familiar with the performance
requirements of independent directors of domestic listed companies, has deep financial
and accounting expertise, and has the work experience and professional capabilities
necessary to perform the duties of independent director, which will help enhance the
corporate governance of the Company.
In summary, Mr. Ge Ming does not fall within any of the cases stipulated in the
Company Law of China, Guidance on Establishing the Independent Director System in
Listed Companies, Measures to Register Independent Directors of the Shenzhen Stock
Exchange (Revised in 2017) and relevant laws, regulations and rules that could
disqualify him from acting as an independent director of the Company. The nomination
of Mr. Ge Ming as an independent director candidate for the 8th Session of the Board of
Directors will not adversely affect the regular operations and corporate governance of
the Company.
The Company’s independent directors provided independent opinions on this proposal.
The detailed opinions were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) with this announcement.
The Statement by the Nominator for Independent Director Candidates and the
Statement by the Independent Director Candidates were disclosed on the website of
Juchao Information (http://www.cninfo.com.cn) on the same day of this announcement.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal shall be submitted to the shareholders’ meeting for approval.
2. Proposal on the Acquisition of a 51% Equity Stake in Jiangsu Kelinong
Agroche mical Co., Ltd. and an Additional 1% in Shanghai Dibai Plant
Protection Co., Ltd.
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The Board approved the acquisition of a 51% equity stake in Jiangsu Kelinong
Agrochemical Co., Ltd. and an additional 1% in Shanghai Dibai Plant Protection Co.,
Ltd. and authorized any of the directors of the Company to sign the legal transaction
documents, including but not limited to the Equity Purchase Agreement, on behalf of
the Company. For details, please refer to the Announcement on the Acquisition of a 51%
of the Equity Stake in Jiangsu Kelinong Agrochemical Co.,Ltd. and an Additional 1%
in Shanghai Dibai Plant Protection Co., Ltd. (Announcement No. 2020-59) published
on www.cninfo.com.cn on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
3. Proposal on the Second Supple mental Agreement to the Equity Purchase
Agreement regarding the Company’s Acquisition of a 50% Equity Stake in
Shanghai Dibai Plant Protection Co., Ltd.
The Board approved entering into the Second Supplemental Agreement to the Equity
Purchase Agreement regarding the Company’s Acquisition of a 50% Equity Stake in
Shanghai Dibai Plant Protection Co., Ltd. and authorized any of the directors of the
Company to sign it on behalf of the Company. For details, please refer to the
Announcement on the Signing of the Second Supplemental Agreement to the Shanghai
Dibai Equity Purchase Agreement. (Announcement No.2020-60) published on
www.cninfo.com.cn on the same day.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
4. Proposal on the Use of the Raised Funds for the Acquisition of the 51% Equity
Stake in Jiangsu Kelinong Agroche mical Co., Ltd. as well as that in Shanghai
Dibai Plant Protection Co., Ltd.
In order to efficiently use the raised funds, the Company plans to use the balance of the
raised funds, in the amount of approximately RMB 893,731,302.67, and which are no
longer designated for previously approved projects according to the resolutions of the
Company’s Board and Shareholders meeting held on April 27, 2020 and May 20, 2020
respectively, for the payment for the acquisitions of a 51% equity stake in Shanghai
Dibai Plant Protection Co., Ltd. and a 51% equity stake in Jiangsu Kelinong
Agrochemical Co., Ltd. from Jiangsu Huifeng Agrochemical Co., Ltd.
In accordance with required procedures, the Company engaged a qualified appraiser to
evaluate the underlying assets. The appraisal considered the value of the underlying
assets using the income approach, which better reflects the true value of the underlying
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assets compared to the market approach and as such is reasonable. Accordingly, the
Board approved the use of the raised funds for the payment of the consideration for the
underlying assets.
For details, please refer to the Announcement on the Use of Raised Funds for the
Acquisition of the 51% Equity Stake in Jiangsu Kelinong Agrochemical Co., Ltd. as
well as that in Shanghai Dibai Plant Protection Co., Ltd. (Announcement
No.2020-61).
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
This proposal shall be submitted to the shareholders’ meeting for approval.
5. Proposal on the Termination of the Plan for Public Issuance of Corporate
Bonds to Qualified Investors
The 25th Meeting of the 8th Session of the Board of Directors and the 2019 Annual
General Meeting held on April 27, 2020 and May 20, 2020 respectively, approved a
Plan for the issuance of corporate bonds to qualified investors.
After examining the Company’s capital needs and the various financing options, the
Board approves terminating the said plan for public issuance of corporate bonds. The
termination will not adversely affect the Company’s normal production and operation.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions.
6. Proposal on Calling for the 4th Interim Shareholders Meeting in 2020
The Board called for the 4th interim shareholders meeting to be held on November 16,
2020, at which a vote will be conducted by a combination of on-site votes and online
votes, to consider proposals 1 and 4 above, as well as the Proposal on the Nomination of
a Non-Employee Supervisor previously approved by the 14th meeting of the 8th session
of the Board of Supervisors.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
It is hereby resolved.
Board of Directors of ADAMA Ltd.
October 29, 2020
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Appendix - Profile of the Nominee of the Independent Director
Mr. Ge Ming, Chinese, born in 1951, obtained a master’s degree in western accounting
from the Research Institute of Fiscal Science attached to Ministry of Finance of the
PRC. He is a certified Chinese public accountant and an Australian certified public
accountant.
Mr. Ge Ming currently serves as an independent director on the boards of China Pingan
Group, Focus Media and AsiaInfo. He currently also serves on the supervisory boards
of the Bank of Shanghai, Bank of Suzhou, Tencent Foundation, and serves as the
general manager of Beijing Huaming Fulong Accounting Consulting Co., Ltd.
Mr. Ge Ming previously served as the chairman and chief accountant of Ernst & Young
Hua Ming Certified Public Accountants Firm, and as the managing partner, chief
accountant and senior advisor of Ernst & Young Hua Ming Certified Public
Accountants (special general partnership).
As of the date of this Announcement, Mr. Ge Ming does not directly or indirectly hold
any of the Company’s shares. Mr. Ge has no relationship with any shareholders holding
more than 5% of the Company’s shares, the actual controllers, or other directors,
supervisors and senior executives of the Company.
Mr. Ge has not been subject to any punishment imposed by the CSRC and the SZSE
and does not fall under any of the circumstances stipulated in Article 3.2.3 of the
Guidelines for the Standard Operation of Listed Companies issued by the SZSE. Mr. Ge
is not a judgement debtor subject to enforcement and meets all the qualifications set
under the applicable laws and regulations.
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