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公司公告

安道麦B:2020年第四次临时股东大会决议公告(英文版)2020-11-17  

                        Stock Code: 000553(200553)     Stock Abbreviation: ADAMA A(B)        Announcement No. 2020-67




                                   ADAMA Ltd.
     Announcement on the Resolutions of the 4th 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 November 16, 2020

  2. Venue: 6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang District,
  Beijing

  3. Nature of Meeting: Combination of on-site voting and online voting

  4. Convener: The Board of Directors of the Company

  5. Host: Erik Fyrwald


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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
November 16, 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 November 16, 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

17 shareholders participated in the on-site meeting or via online voting system,
representing 50,684,595 shares, accounting for 2.1622% of the Company’s total shares.
Among them, 8 shareholders participated in the on-site meeting, representing 2,317,627
shares, accounting for 0.0989% of the Company’s total shares and 9 shareholders
participated via online voting system, representing 48,366,968 shares, accounting for
2.0633% of the Company’s total shares.

2. Attendance of B-share Shareholders

7 B-share shareholders participated in the on-site meeting or via online voting system,
representing 1,402,527 shares, accounting for 0.8396% of the Company’s total B shares.
Among them, 7 shareholders participated in the on-site meeting, representing 1,402,527
shares, accounting for 0.8396% of the Company’s total B shares and 0 shareholders
participated via online voting system, representing 0 shares, accounting for 0.0000% of
the Company’s total B shares.

3. Attendance of Mid-small Shareholders

17 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 50,684,595 shares, accounting for 2.1622% of the Company’s total shares.
Among them, 8 shareholders participated in the on-site meeting, representing 2,317,627
shares, accounting for 0.0989% of the Company’s total shares and 9 shareholders


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participated via online voting system, representing 48,366,968 shares, accounting for
2.0633% 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 Nomination of an Independent Director of the 8th Session of the
   Board of Directors

1.1 Voting Summary:

49,447,995 shares for it, accounting for 97.5602% of all the shares held by the
participating shareholders; 1,236,600 shares against it, accounting for 2.4398% 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:

1,402,527 shares for it, accounting for 100.0000% of all the shares held by the
participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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:

49,447,995 shares for it, accounting for 97.5602% of all the shares held by the
participating Mid-small shareholders; 1,236,600 shares against it, accounting for 2.4398%
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.




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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.

Mr. Ge Ming was elected as the independent director of the Company, starting from the
date of approval by this shareholders’ meeting and until the expiration of the 8th session
of the Board of Directors of the Company.

2. Proposal on the Use of the 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.

2.1 Voting Summary:

49,447,995 shares for it, accounting for 97.5602% of all the shares held by the
participating shareholders; 1,236,600 shares against it, accounting for 2.4398% 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:

1,402,527 shares for it, accounting for 100.0000% of all the shares held by the
participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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:

49,447,995 shares for it, accounting for 97.5602% of all the shares held by the
participating Mid-small shareholders; 1,236,600 shares against it, accounting for 2.4398%
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. Proposal on the Nomination of a Non-Employee Supervisor of the 8th Session of
   the Board of Supervisors

3.1 Voting Summary:

49,006,638 shares for it, accounting for 96.6894% of all the shares held by the
participating shareholders; 1,677,957 shares against it, accounting for 3.3106% 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:

1,402,527 shares for it, accounting for 100.0000% of all the shares held by the
participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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:

49,006,638 shares for it, accounting for 96.6894% of all the shares held by the
participating Mid-small shareholders; 1,677,957 shares against it, accounting for 3.3106%
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.

3.2 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.

Mr. Clement Tung was elected as a non-employee supervisor of the Company, starting
from the date of approval by this shareholders’ meeting and until the expiration of the 8th
session of the Board of Supervisors of the Company.

The above proposals were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on October 29, 2020.

V. Legal Opinion

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1. Name of the law firm: King & Wood Mallesons, Beijing

2. Names of the lawyers: Han Qitong, Yang Song

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.

VI. Documents for Reference

1. Resolutions of the 4th 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.

                                                                  November 17, 2020




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