Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2022-3
ADAMA Ltd.
Announcement on the Resolution of the 1st Interim
Shareholders Meeting in 2022
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 January 10, 2022
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
January 10, 2022; 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 January 10, 2022.
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
24 shareholders participated in the on-site meeting or via online voting system,
representing 38,584,704 shares, accounting for 1.6561% of the Company’s total shares.
Among them, 3 shareholders participated in the on-site meeting, representing 1,503,064
shares, accounting for 0.0645% of the Company’s total shares and 21 shareholders
participated via online voting system, representing 37,081,640 shares, accounting for
1.5916% of the Company’s total shares.
2. Attendance of B-share Shareholders
5 B-share shareholders participated in the on-site meeting or via online voting system,
representing 1,153,464 shares, accounting for 0.7552% of the Company’s total B shares.
Among them, 2 shareholders participated in the on-site meeting, representing 587,964
shares, accounting for 0.3849% of the Company’s total B shares and 3 shareholders
participated via online voting system, representing 565,500 shares, accounting for 0.3702%
of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
24 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 38,584,704 shares, accounting for 1.6561% of the Company’s total shares.
Among them, 3 shareholders participated in the on-site meeting, representing 1,503,064
shares, accounting for 0.0645% of the Company’s total shares and 21 shareholders
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participated via online voting system, representing 37,081,640 shares, accounting for
1.5916% 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 Proposal
The following proposal was voted at the meeting by means of online and on-site voting:
1. Proposal on the Signing of a Financial Service Agreement with Sinoche m
Finance Co., Ltd.
The proposal is a related-party matter. As Sinochem Holdings Corporation Ltd. indirectly
controls the Company through Syngenta Group Co., Ltd, the controlling shareholder of
the Company. Syngenta Group Co., Ltd. constitutes the affiliated shareholder of the
Company, which holds 1,828,137,961 shares of the Company. Such affiliated shareholder
or its representative does not participate in the on-site meeting or vote via online voting
system.
1.1 Voting Summary:
35,378,440 shares for it, accounting for 91.6903% of all the shares entitled to vote held
by the participating shareholders; 3,206,264 shares against it, accounting for 8.3097% of
all the shares entitled to vote 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 entitled to vote held by the participating shareholders. Among
them:
(1) Voting Summary of B-share Shareholders:
0 shares for it, accounting for 0.0000% of all the shares entitled to vote held by the
participating B-share shareholders; 1,153,464 shares against it, accounting for 100.0000%
of all the shares entitled to vote 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 entitled to vote held by the participating B-share
shareholders.
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(2) Voting Summary of Mid-small Shareholders:
35,378,440 shares for it, accounting for 91.6903% of all the shares entitled to vote held
by the participating Mid-small shareholders; 3,206,264 shares against it, accounting for
8.3097% of all the shares entitled to vote held by the participating Mid-small
shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due
to non-voting), accounting for 0.0000% of all the shares entitled to vote 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 entitled to vote held by the participating
shareholders.
The above proposals were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on December 24, 2021.
V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Shanghai
2. Names of the lawyers: Wang Letao, Pan Jun
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 1st Interim Shareholders Meeting in 2022;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
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This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
January 11, 2022
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