Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-19
ADAMA Ltd.
Notice of 2020 Annual General Meeting
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. Basic Information of the Meeting
1. This is the 2020 Annual General Meeting.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
2020 Annual General Meeting on the 33rd Meeting of the 8th Session of the Board of
the Company on April 28, 2021.
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 May 21, 2021.
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(2) Online voting: May 21, 2021. 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 May 21, 2021; 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 May 21, 2021.
6. Record day of the meeting: May 18, 2021
B-share shareholders can vote only if they purchase the Company’s shares on or prior
to May 13, 2021.
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. are
related parties of the Company and shall refrain from the voting on the proposal 7.
(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 2020 Annual Report and its Abstract
2. Proposal on the 2020 Financial Statements
3. Proposal on the Pre-Plan of the 2020 Dividend Distribution
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4. Proposal on the Self-Assessment report on the 2020 Internal Control of the
Company
5. Proposal on the 2020 Working Report of the Board of Directors
6. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2021
7. Proposal on the Expected Related Party Transactions in the Ordinary Course of
Business in 2021
8. Proposal on the 2020 Working Report of the Board of Supervisors
9. Proposal on the Cancellation of the Repurchased Shares and the Subsequent
Decrease of the Registered Capital of the Company
10. Proposal on Revisions to the Articles of Association of the Company
11. Proposal on the Nomination of Non-Independent Directors to Compose the 9th
Session of the BOD
12. Proposal on the Nomination of Independent Directors to Compose the 9th
Session of the BOD
13. Proposal on the Nomination of Non-employee Supervisors to Compose the 9th
Session of the BOS
The Working Report of 2020 of the Independent Directors will be presented on the
meeting.
The thirteen proposals were passed by the 31st meeting of the 8th session of the Board
of Directors, the 33rd meeting of the 8th session of the Board of Directors, the 16th
meeting of the 8th session of the Board of Supervisors and the 17th meeting of the 8th
session of the Board of Supervisors. Please refer to the announcements which were
disclosed by the Company on http://www.cninfo.com.cn on March 31, 2021and April
29, 2021.
As special resolutions, approval of proposals 9 and 10 shall require at least 2/3 of the
voting rights represented by the attending shareholders.
Note:
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1. When voting upon the proposals 11 to 13 with reference to the election of three
non-independent directors, two independent directors and two non-employee
supervisors, the cumulative voting system shall be used. The voting upon the election
of non-independent directors, independent directors and supervisors shall be separated.
The number of voting rights of each shareholder shall be the product of the shares he
held multiplies the number of candidates he is entitled to vote. When filling out the
ballot, each shareholder may distribute to one candidate with all voting rights he held,
or distribute to several candidates and indicate the voting rights distributed to each
candidate thereafter, and such number of voting right shall not exceed the legitimate
number of voting rights of the shareholder.
2. The proposal for the candidates for independent director shall be submitted to the
shareholders' meeting for approval only upon they have been filed with the Shenzhen
Stock Exchange and there is no objection thereto.
3. 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
All Proposals (excluding the cumulative voting
100 √
proposals)
Non-cumulative Voting Proposals
Proposal on the 2020 Annual Report and its
1.00 √
Abstract
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2.00 Proposal on the 2020 Financial Statements √
Proposal on the Pre-Plan of the 2020 Dividend
3.00 √
Distribution
Proposal on the Self-Assessment report on the
4.00 √
2020 Internal Control of the Company
5.00 Proposal on the 2020 Working Report of the √
Board of Directors
Proposal on the Engagement with an Audit Firm
6.00 for the Audit of the Financial Statements and √
Internal Control of the Company for 2021
Proposal on the Expected Related Party
7.00 Transactions in the Ordinary Course of Business √
in 2021
Proposal on the 2020 Working Report of the
8.00 √
Board of Supervisors
Proposal on the Cancellation of the Repurchased
9.00 Shares and the Subsequent Decrease of the √
Registered Capital of the Company
Proposal on Revisions to the Articles of
10.00 √
Association of the Company
Cumulative Voting Proposals (single-candidate election)
Three
11.00 Proposal on the Nomination of Non-Independent
non-indepen
Directors to Compose the 9th Session of the
dent
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BOD directors
shall be
elected
Elect Mr. Erik Fyrwald as a non-independent
11.01 √
director of the 9th session of the BOD
Elect Mr. Chen Lichtenstein as a
th
11.02 non-independent director of the 9 session of the √
BOD
Elect Mr. An Liru as a non-independent director
11.03 √
of the 9th session of the BOD
Two
Proposal on the Nomination of Independent independent
12.00 Directors to Compose the 9th Session of the directors
BOD shall be
elected
Elect Mr. Ge Ming as an independent director of
12.01 √
the 9th session of the BOD
Elect Mr. Xi Zhen as an independent director of
12.02 √
the 9th session of the BOD
Two
Proposal on the Nomination of Non-employee
supervisors
13.00 Supervisors to Compose the 9th Session of the
shall be
BOS
elected
Elect Mr. Liu Jianhua as a non-employee
13.01 √
supervisor of the 9th session of the BOS
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Elect Ms. Yuan Yuan as a non-employee
13.02 √
supervisor of the 9th session of the BOS
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
May 20, 2021. 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 May 19 to May 20, 2021.
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
Telephone: (010) 56718110 Fax: (010)59246173
Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,
Chaoyang District, Beijing, China.
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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 31st Meeting of the 8th Session of the Board of the Directors.
2. Resolutions of the 33rd Meeting of the 8th Session of the Board of the Directors.
3. Resolutions of the 16th Meeting of the 8th Session of the Board of the Supervisors.
4. Resolutions of the 17th Meeting of the 8th Session of the Board of the Supervisors.
5. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
April 29, 2021
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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. For cumulative voting proposals, shareholders shall fill in the number of
affirmative votes for the candidate.
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 May 21, 2021.
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 May 21, 2021(the day on which the on-site meeting is held)
and end at 3:00 p.m. on May 21, 2021(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 2020 Annual General
Meeting of ADAMA Ltd. on May 21, 2021. The voting opinion is as followed:
Note Voting Opinions
The
proposal
NO. Proposals with a
“√” in
For Against Waived
this
column
can be
voted
All Proposals (excluding
100 the cumulative voting √
proposals)
Non-cumulative Voting Proposals
Proposal on the 2020 Annual
1.00 Report and its Abstract √
Proposal on the 2020 Financial
2.00 Statements √
Proposal on the Pre-Plan of the
3.00 2020 Dividend Distribution √
Proposal on the
Self-Assessment report on the
4.00 2020 Internal Control of the √
Company
Proposal on the 2020 Working
5.00 Report of the Board of √
Directors
10
Proposal on the Engagement
with an Audit Firm for the
Audit of the Financial
6.00 Statements and Internal √
Control of the Company for
2021
Proposal on the Expected
Related Party Transactions in
7.00 the Ordinary Course of √
Business in 2021
Proposal on the 2020 Working
8.00 Report of the Board of √
Supervisors
Proposal on the Cancellation
of the Repurchased Shares and
9.00 the Subsequent Decrease of √
the Registered Capital of the
Company
Proposal on Revisions to the
10.00 Articles of Association of the √
Company
Cumulative Voting Proposals
Proposal on the Nomination of
Three
Non-Independent Directors to
non-independent
11.00 Compose the 9th Session of Affirmative Votes
directors shall be
the BOD elected
Elect Mr. Erik Fyrwald as a
11.01 non-independent director of √
the 9th session of the BOD
11
Elect Mr. Chen Lichtenstein as
11.02 a non-independent director of √
the 9th session of the BOD
Elect Mr. An Liru as a
11.03 non-independent director of √
the 9th session of the BOD
Proposal on the Nomination of
Independent Directors to Two independent
12.00 Compose the 9th Session of directors shall be Affirmative Votes
elected
the BOD
Elect Mr. Ge Ming as an
12.01 independent director of the 9th √
session of the BOD
Elect Mr. Xi Zhen as an
12.02 independent director of the 9th √
session of the BOD
Proposal on the Nomination of
Non-employee Supervisors to
Two supervisors
13.00 Compose the 9th Session of Affirmative Votes
shall be elected
the BOS
Elect Mr. Liu Jianhua as a
13.01 non-employee supervisor of √
the 9th session of the BOS
Elect Ms. Yuan Yuan as a
13.02 non-employee supervisor of √
the 9th session of the BOS
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,
“×” if you vote against the resolution or waive. For cumulative voting
proposals, you shall fill in the number of affirmative votes for the candidate. If
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the total number of voting rights on a vote exceeds the legitimate number of
voting rights of the shareholder, such vote shall be deemed invalid.）
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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