Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2023-15
ADAMA Ltd.
Notice of 2022 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 2022 Annual General Meeting.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
2022 Annual General Meeting on the 20th Meeting of the 9th Session of the Board of
the Company on March 20, 2023.
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 April 12, 2023.
(2) Online voting: April 12, 2023. 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 April 12, 2023; the online voting via the online
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voting system of the Shenzhen Stock Exchange will be any time from 9:15 a.m. to 3:00
p.m. on April 12, 2023.
6. Record day of the meeting: April 7, 2023
B-share shareholders can vote only if they purchase the Company’s shares on or prior
to April 3, 2023.
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.
Shareholder Syngenta Group Co., Ltd. is a related party of the Company and shall
refrain from the voting on the proposal 7 and proposal 10.
(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
Table 1: coding list of the shareholders’ meeting proposals
Note
The proposal
NO. Proposals
with a “√”
in this
column can
be voted
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All Proposals (excluding the cumulative voting
100 √
proposals)
Non-cumulative Voting Proposals
Proposal on the 2022 Annual Report and its
1.00 √
Abstract
2.00 Proposal on the 2022 Financial Statements √
Proposal on the Pre-Plan of the 2022 Dividend
3.00 √
Distribution
Proposal on the Self-Assessment Report on the
4.00 √
2022 Internal Control of the Company
Proposal on the 2022 Working Report of the
5.00 √
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 2023
Proposal on the Expected Related Party
7.00 Transactions in the Ordinary Course of Business √
in 2023
Proposal on the 2022 Working Report of the
8.00 √
Board of Supervisors
Proposal on Revisions to the Articles of
9.00 Association of the Company and relevant Rules √
of Procedures
Proposal on Credit Facilities from the Related
10.00 √
Party
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The Working Report of 2022 of the Independent Directors will be presented on the
meeting.
The ten proposals were passed by the 18th meeting of the 9th session of the Board of
Directors, 19th meeting of the 9th session of the Board of Directors and the 8th meeting
of the 9th session of the Board of Supervisors. Please refer to the announcements which
were disclosed by the Company on http://www.cninfo.com.cn on February 16 and
March 31, 2022.
The voting of Mid-small shareholders shall be counted separately and disclosed.
III. 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 April
11, 2023. 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 April 10 to April 11, 2023.
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
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Telephone: (010) 56718110 Fax: (010)59246173
Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,
Chaoyang District, Beijing, China.
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.
IV. 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.
V. Documents available for reference
1. Resolutions of the 20th Meeting of the 9th Session of the Board of the Directors.
2. Resolutions of the 19th Meeting of the 9th Session of the Board of the Directors.
3. Resolutions of the 8th Meeting of the 9th Session of the Board of the Supervisors.
4. Resolutions of the 18th Meeting of the 9th Session of the Board of the Directors.
5. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
March 21, 2023
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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.
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 April 12, 2023.
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 April 12, 2023(the day on which the on-site meeting is held)
and end at 3:00 p.m. on April 12, 2023(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 2022 Annual General
Meeting of ADAMA Ltd. on April 12, 2023. The voting opinion is as followed:
Note Voting Opinions
The
proposal
NO. Proposals with a
“√” in For Against Waived
this
column
can be
voted
100 All Proposals (excluding the √
cumulative voting proposals)
Non-cumulative Voting Proposals
Proposal on the 2022 Annual
1.00 √
Report and its Abstract
Proposal on the 2022 Financial
2.00
Statements √
Proposal on the Pre-Plan of the
3.00 √
2022 Dividend Distribution
Proposal on the Self-
Assessment Report on the
4.00 √
2022 Internal Control of the
Company
Proposal on the 2022 Working
5.00 Report of the Board of √
Directors
Proposal on the Engagement
6.00 with an Audit Firm for the √
Audit of the Financial
Statements and Internal
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Control of the Company for
2023
Proposal on the Expected
Related Party Transactions in
7.00 √
the Ordinary Course of
Business in 2023
Proposal on the 2022 Working
8.00 Report of the Board of √
Supervisors
Proposal on Revisions to the
Articles of Association of the
9.00 √
Company and relevant Rules
of Procedures
Proposal on Credit Facilities
10.00 √
from the Related Party
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,
“×” if you vote against the resolution or waive.）
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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