ADAMA Ltd.
Rules of Procedure for Shareholders’ Meeting
March 2023
(Revision)
Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
Table of Contents
Chapter I General Provisions ............................................................................................... 3
Chapter II Shareholders’ Meeting......................................................................................... 3
Chapter III Functions and Powers of Shareholders’ Meeting .................................................... 4
Chapter IV Authorization Granted by Shareholders’ Meeting to Board of Directors .................... 6
Chapter V Convening Shareholders’ Meeting ........................................................................ 9
Chapter VI Proposal and Notice of Shareholders’ Meeting .................................................... 11
Chapter VII Registration of Shareholders’ Meeting............................................................... 14
Chapter VIII Meeting Discipline ........................................................................................ 16
Chapter IX Holding Shareholders’ Meeting ......................................................................... 16
Section I General Provisions ...................................................................................... 16
Section II Host ......................................................................................................... 17
Section III Consideration of Proposals ......................................................................... 17
Section IV Voting...................................................................................................... 18
Section V Resolutions ............................................................................................... 23
Section VI Speeches of Shareholders........................................................................... 24
Section VII Adjournment ........................................................................................... 25
Section VIII Minutes of Shareholders’ Meeting and Execution........................................ 25
Chapter X Information Disclosure...................................................................................... 26
Chapter XI Implementation and Report of Resolutions ......................................................... 27
Chapter XI Supplemental Rules ......................................................................................... 27
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Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
Chapter I General Provisions
Article 1 These Rules are formulated in accordance with Company Law of the PRC (hereinafter
“Company Law”), Securities Law of the PRC (hereinafter “Securities Law”) , Rules for Listing of
Stocks in Shenzhen Stock Exchange (the “Listing Rules”), Code of Corporate Governance for
Listed Companies, Rules of Shareholders’ Meetings for Listed Companies, the Guidelines of
Shenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1: Standardized
Operation of Main Board Listed Companies, other laws, administrative regulations, regulations of
ministries and commissions and Articles of Association of ADAMA Ltd. (hereinafter “Articles of
Association”), with a view to regulating the actions of ADAMA Ltd. (hereinafter “Company”) and
safeguarding the exercise of powers by Company’s Shareholders’ Meeting (hereinafter
“Shareholders’ Meeting” or “Meeting”).
Article 2 The Board of directors and other conveners shall hold Shareholders’ Meeting in accordance
with relevant provisions of laws, administrative regulations, these Rules and Articles of Association,
ensure that the Shareholders’ Meeting can be held normally and legally exercise powers, and
guarantee the exercise of rights by shareholders in accordance with laws.
The Board of directors of Company shall perform their duties and timely organize Shareholders’
Meeting. All directors of Company shall fulfill their responsibilities diligently to ensure that the
Shareholders’ Meeting can be held normally and legally exercise powers.
Chapter II Shareholders’ Meeting
Article 3 Shareholders’ Meeting can be divided into Annual Shareholders’ Meeting and Interim
Shareholders’ Meeting. The Annual Shareholders’ Meeting will be held once every year, and should
be held within 6 months after end of previous fiscal year. The Interim Shareholders’ Meeting will
be held irregularly; if any circumstance stipulated by Article 9 of the Rules occurs, making it
necessary to hold an Interim Shareholders’ Meeting, such Interim Shareholders’ Meeting should be
held within 2 months.
Article 4 Where Company cannot hold Shareholders’ Meeting within the aforesaid time limit, it
shall report to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange (SZSE), specifying
the reasons, and make an announcement.
Article 5 The location of the shareholders’ meeting shall be the domicile of the Company or other
place as set forth in the notice of the shareholders’ meeting.
The shareholders' meeting will be on-site meeting. The Company will also provide online voting to
facilitate the shareholders in attending the meeting. If shareholders attend the shareholders' meeting
by the aforesaid means, they shall be deemed to have been present. Where Company offers online
voting platform to shareholders, the identities of shareholders shall be confirmed according to the
regulations of SZSE on identity certification for investors using Internet services.
Shareholders can attend the Shareholders’ Meeting and exercise voting rights by themselves or by
proxy by allowing someone else to attend the Meeting and cast votes on their behalf.
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Article 6 When convening Shareholders’ Meeting, Company shall engage lawyers to issue legal
opinions and make announcement with respect to following issues:
1) Whether the procedure of convening and holding the meeting complies with the provisions of
laws, administrative regulations, these Rules and Articles of Association;
2) Whether the qualifications of the attendees and the convener are legal and valid;
3) Whether the procedure and result of voting in the meeting are legal and valid;
4) Other issues as per the requirements from Company.
Article 7 Company may engage notaries to notarize issues such as the number of attendees in the
Shareholders’ Meeting, the number of shares held by participating shareholders, the power of
attorney, the voting results for each issue voted, the minutes and the legality of meeting procedure.
Article 8 Company may irregularly hold Interim Shareholders’ Meeting based on actual needs.
Article 9 Company should hold an Interim Shareholders’ Meeting within two months after the
occurrence of any of the following circumstances:
1) The number of directors is less than the minimum number stipulated under the Company Law
or 2/3 of the number of directors in AOA;
2) The number of independent directors is less than 1/3 of all directors;
3) The losses not covered by Company reach 1/3 of total amount of paid-in capitals
4) At the request of shareholders holding more than 10% of shares of Company individually or in
aggregate;
5) Whenever the Board of directors believes necessary;
6) When the Supervisory Board proposes to hold such a meeting;
7) Other circumstances stipulated by laws, administrative regulations, regulations of ministries
and commissions and Articles of Association.
The number of shares held, as mentioned in Item (4) in preceding section, shall be calculated as at
the day when shareholders raise the written requests.
Chapter III Functions and Powers of Shareholders’ Meeting
Article 10 Shareholders’ Meeting is the organ of power of Company and legally exercises following
powers and functions, which cannot be exercised by the Board of directors or other organs or
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individuals by way of authorization:
1) determining business direction and investment plan of Company;
2) electing and removing directors and Supervisors not acted by workers’ representatives, and
determining their remunerations;
3) examining, determining and approving the Board of directors reports;
4) examining, determining and approving the Board of supervisors’ reports;
5) examining, determing and approving Annual budgets and final accounts of revenue of Company;
6) examining, determining and approving the profit distribution scheme and loss recovery scheme
of Company;
7) making resolutions on increase or decrease in the Company’s registered capital;
8) making resolutions on the issuance of corporate bonds;
9) making resolutions on the merger/consolidation, split, dissolution, liquidation or change of
Company form;
10) amending these Articles of Association;
11) making resolutions on the engagement or dismissal of an accounting firm by Company;
12) examining, deliberating and approving the guarantee particulars prescribed in Article 11;
13) examining, deliberating matters regarding the Company’s purchase or sale of major assets
(exceeding 30% of the most recently audited total assets of Company) within one year;
14) examining, deliberating and approving the change of purpose of raised capital;
15) examining and deliberating the equity incentive plan and employee stock ownership plan;
16) examining and deliberating other matters which shall be determined by Shareholders’ Meetings
according to the laws, administrative statutes, regulations of ministries and commissions and
Articles of Association.
Article 11 The following external guarantees undertaken by Company shall be approved by
Shareholders’ Meeting after examination and deliberation:
1) Any guarantee offered after the total amount of external guarantees undertaken by Company
and its controlled subsidiaries exceeds 50% of the most recently audited net assets;
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2) Any guarantee made by the Company after the total amount of external guarantees offered by
the Company and any of the Company's controlled subsidiaries exceeds 30% of the latest
audited total assets;
3) The amount of external guarantees provided by the Company within one year exceeds 30% of
the Company's latest audited total assets;
4) Any guarantee offered to an entity with asset-liability ratio exceeding 70%;
5) Any single guarantee with amount exceeding 10% of the most recently audited net assets;
6) Any guarantee offered to shareholders, actual controllers and their affiliates.
If the Company's external guarantee violates the approval authority and deliberation procedure,
causing losses to the Company, the relevant responsible person shall bear the responsibility of
compensation, and the Company will give the relevant responsible person corresponding
punishment according to the economic loss suffered by the Company and the severity of the
situation.
Chapter IV Authorization Granted by Shareholders’ Meeting to Board of
Directors
Article 12 Shareholders’ Meeting shall not authorize the Board of directors to exercise the powers
of Shareholders’ Meeting stipulated by Article 10 and Article 11 hereof, provided that the Board of
directors can be authorized to deal with or implement the issues under any resolutions which have
been approved by the Shareholders’ Meeting.
When necessary, Shareholders’ Meeting may authorize the Board of directors to determine specific
issues relevant to resolved issues for which it is unable or unnecessary to determine in the
Shareholders’ Meeting.
Article 13 If Shareholders’ Meeting authorizes the Board of directors in accordance with the
provisions hereof, it shall comply with following principles :
1) Principle of publicity. Any authorization granted by Shareholders’ Meeting to Board of directors
shall be made in the form of resolution by the Shareholders’ Meeting.
2) Principle of appropriateness. The authorization scope shall fully contemplate and reflect the
actual circumstance of the management and operation of Company; whereas it shall avoid the
Board of directors substituting for the Shareholders’ Meeting, and the board’s power to make
decisions on management and business operation in the usual course of business shall be
guaranteed.
3) Principle of specificity. The authorization contents should be specific, avoiding unclear powers
to be encountered by the Board of directors during actual operation.
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4) Principle of due process. Except as otherwise stipulated by Articles of Association, with respect
to the issues to be approved by Shareholders’ Meeting in the form of ordinary resolution or
special resolution in accordance with the provisions of laws, administrative regulation, these
Rules or Articles of Association, the corresponding authorizations to the Board of directors shall
be approved by Shareholders’ Meeting in the form of ordinary resolution or special resolution
respectively.
5) Principle of independence. Once Shareholders’ Meeting approves the proposal of authorizing
the Board of directors in the form of resolution, the Board of directors can independently
exercise their relevant legitimate powers within the scope of the authorization, and shall not
be illegally intervened by any other institutions or individuals.
Article 14 The board of directors shall have powers regarding acquisition and sale of assets,
replacement of assets, external investment, bank loan, mortgage of assets, external guarantee,
affiliated transaction, etc. set forth below:
(1) The total amount of assets involved in the transaction exceeds 20% of the latest audited total
assets of the company. If the assets involved in the transaction have book value and appraisal
value concurrently, the higher value shall be used for calculation;
(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed 20% of
the latest audited net assets of the Company and the absolute amount is more than RMB 20
million. If the assets involved in the transaction have book value and appraisal value
concurrently, the higher value shall be used for calculation;
(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year exceeds 20%
of the latest audited revenue of the company, and the absolute amount is more than RMB 20
million;
(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year exceeds 20%
of the latest audited net profit of the company, and the absolute amount is more than RMB 2
million;
(5) The amount of the transaction (including indebtedness and expenses) exceeds 20% of the latest
audited net assets of the company, and the absolute amount is more than RMB 20 million;
(6) The profit of the transaction exceeds 20% of the latest audited net profit of the company, and
the absolute amount is more than RMB 2 million;
(7) External guarantee: any guarantee other than the guarantee stipulated in Article 11;
(8) Affiliated transaction: the affiliated transaction between the company and affiliated natural
person exceeds RMB 300,000; the affiliated transaction between the company and affiliated
legal person (or other organizations) exceeds RMB 3 million and exceeds 0.5% of the latest
audited net assets of the company;
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(9) Securities investment: the total amount exceeds 10% of the latest audited net assets of the
company, and the absolute amount being more than RMB 10 million. Securities investment
foresaid includes placement or subscription of new shares, securities repurchase, stock
investment, bond investment, entrusted financial management (including bank financial
products, trust products) and other investment behavior identified by the Shenzhen Stock
Exchange.
If any amount above is negative amount, the absolute amount shall be used for calculation purpose.
With respect to the exercise of aforesaid powers, the Board of directors shall perform the duty to
disclose information in accordance with Listing Rules for Stocks Traded on Shenzhen Stock
Exchange.
The Board of directors shall establish strict reviewing and decision-making procedure; for major
investment projects, the functional department or branch manager of Company shall conduct
feasibility analysis and demonstration, and Company shall organize experts and professionals
including lawyers and accountants to review and issue opinions from the financial and legal
perspectives; after being reviewed and approved by the Board of directors, the opinions will be
submitted to Shareholders’ Meeting for discussion and will be implemented after being approved
by the Shareholders’ Meeting. The shareholders meeting shall have powers regarding transactions
which meet one of the following criteria:
(1) The total amount of assets involved in the transaction exceeds 50% of the latest audited
total assets of the company. If the assets involved in the transaction have book value and
appraisal value concurrently, the higher value shall be used for calculation;
(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed 50%
of the latest audited net assets of the Company and the absolute amount is more than RMB
50 million. If the assets involved in the transaction have book value and appraisal value
concurrently, the higher value shall be used for calculation;
(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year exceeds
50% of the latest audited revenue of the company, and the absolute amount is more than
RMB 50 million;
(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year exceeds
50% of the latest audited net profit of the company, and the absolute amount is more than
RMB 5 million;
(5) The amount of the transaction (including indebtedness and expenses) exceeds 50% of the
latest audited net assets of the company, and the absolute amount is more than RMB 50
million;
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(6) The profit of the transaction exceeds 50% of the latest audited net profit of the company,
and the absolute amount is more than RMB 5 million;
(7) Affiliated transaction: the affiliated transaction (except for the transactions that the
company receives cash as gift and the company provides guarantee) between the company
and affiliated person exceeds RMB 30 million and exceeds 5% of the latest audited net
assets of the company;
(8) Securities investment: the total amount exceeds 50% of the latest audited net assets of the
company, and the absolute amount being more than RMB 50 million.
Regarding to the purchase or sale of assets transaction, the company shall use the total amount of
the assets or the amount of the transaction, whichever is higher, as the calculation criteria and the
amount shall be cumulative in the twelve consecutive months according to the type of the transaction.
If the amount reaches 30% of the latest audited total assets, the transaction shall be submitted to the
shareholders’ meeting for consideration and shall be adopted by more than two thirds of the voting
rights held by the shareholders present at the meeting.
If any amount above is negative amount, the absolute amount shall be used for calculation purpose.
The term "transaction" as mentioned in this Article includes the following: (1) the purchase or sale
of assets (excluding the purchase of raw materials, fuel and power, and the sale of products,
commodities and other assets related to daily operations, but the purchase and sale of such assets
involved in the assets swap is still included), (2) external investment (including entrusted financial
management, investment in subsidiaries, etc.); (3) providing financial support (including entrusted
loans, etc.); (4) providing guarantee (including guarantee for controlled subsidiaries, etc.); (5)
renting or leasing assets; (6) entrusting others or being entrusted for management of assets or
business; (7) gifting assets or being gifted; (8) claims or debt restructuring; (9) transferring or
acquiring by transfer research and development projects; (10) signing a license agreement; (11)
waiver of rights (including without limitation waiver of preemptive rights or the privilege to
subscribe for capital contributions); (12) other transactions identified by the Shenzhen Stock
Exchange.
The external donation shall comply with the External Donation Management Measures of ADAMA
Ltd.
Chapter V Convening Shareholders’ Meeting
Article 15 The Board of directors shall convene Shareholders’ Meeting within the time limit
stipulated by Article 3 hereof; where the board of directors fails to convene Shareholders’ Meeting
within the time limit or make an announcement according to these Rules, the persons directly in
charge of this shall bear legal responsibilities, and other members of the board of directors shall bear
joint and several liabilities.
Article 16 Independent directors shall have the right to propose in writing to the board for convening
Interim Shareholders’ Meeting; with respect to such proposal, the board of directors shall provide a
written reply on whether or not holding such Interim Shareholders’ Meeting within 10 days after
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receiving such proposal, in accordance with provisions of laws, administrative regulations and
Articles of Association.
Where the board agrees to hold the Interim Shareholders’ Meeting, it shall give notice of holding
Shareholders’ Meeting within 5 days after making the board resolution; where the board does not
agree to hold the Interim Shareholders’ Meeting, it shall give reasons and make an announcement.
Article 17 The Board of supervisors is entitled to make a proposal in writing to the board of
directors for convening Interim Shareholders’ Meeting; the board of directors shall provide a written
reply on whether or not to hold such Interim Shareholders’ Meeting within 10 days after receiving
such proposal, in accordance with provisions of laws, administrative regulations and Articles of
Association.
Where the board of directors agrees to the convening of the Interim Shareholders’ Meeting, it shall
give notice of holding Shareholders’ Meeting within 5 days after making board resolution, and
any change to the original proposal in the notice should obtain consent from the Board of supervisors.
Where the board of directors disagrees to the convening of the Interim Shareholders’ Meeting or
fails to provide a reply within 10 days from the date of the receipt of the said proposal, it shall be
deemed incapable or failure to fulfill its obligation of convening the Shareholders’ Meeting; the
board of supervisors may thereby convene the Shareholders’ Meeting and preside over the meeting
on its own.
Article 18 The shareholders individually or jointly holding more than 10% of the shares of the
company shall have the right to propose in writing to the board of directors the convening of the
interim shareholders’ meeting. The board of directors shall, in accordance with the provisions in
laws, administrative regulations and these Articles of Association, provide a reply in writing on
whether or not to convene such Interim Shareholders’ Meeting within 10 days from the date of the
receipt of such proposal.
Where the board of directors agrees to convene the Interim Shareholders’ Meeting, it shall give
notice of convening Shareholders’ Meeting within 5 days after making the board resolution, and any
change to the original proposal in the notice shall have the consent of the relevant shareholders.
Where the board of directors disagrees the convening of the Interim Shareholders’ Meeting or fails
to provide a reply within 10 days from the date of the receipt of the said proposal, the shareholders
which individually or jointly hold more than 10% of the shares of the company shall have the right
to propose in writing the convening of the Interim Shareholders’ Meeting to the board of supervisors
and shall raise their request in writing to the board of supervisors.
Where the Board of supervisors agrees to convene the Interim Shareholders’ Meeting, it shall give
the notice of holding Shareholders’ Meeting within 5 days after receiving such request, and any
change to original proposal in the notice shall have the consent of the relevant shareholders.
Where the board of supervisors fails to give the said notice on Shareholders’ Meeting within the
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prescribed time limit, it shall be deemed that they failed to convene and preside over the
Shareholders’ Meeting and shareholders which individually or jointly hold more than 10% of the
company's shares for more than 90 consecutive days may convene the Shareholders’ Meeting and
preside over the meeting independently. Immediately prior to the announcement of the resolution
on Shareholders’ Meeting, the shareholding proportion of convening shareholders shall not be less
than 10%.
Article 19 Where the Board of supervisors or shareholders decide to convene a Shareholders’
Meeting independently by themselves, they shall notify the Board of directors in writing to such
effect and file with ShenZhen Stock Exchange.
Immediately prior to the announcement of the resolution on Shareholders’ Meeting, the
shareholding proportion of convening shareholders shall not be less than 10%.
The Board of supervisors or the convening shareholders shall, upon issuing the notice on
Shareholders’ Meeting and announcing the resolutions of Shareholders’ Meeting, submit relevant
certificates to ShenZhen Stock Exchange.
Article 20 The Board of directors and the Secretary to the Board of Directors shall support the
Shareholders’ Meeting independently convened by the Board of supervisors or shareholders. The
Board of directors shall offer the register of members as at the equity registration day. Where the
board fails to offer the register of members, the convener can request the securities registry &
settlement agency to offer the register by producing an announcement regarding the notice of
Shareholders’ Meeting. The register of members acquired by the convener shall not be used for
purposes other than holding Shareholders’ Meeting.
Article 21 Where the Shareholders’ Meeting is held independently by the board of supervisors or
shareholders, all necessary costs and expenses related to the meeting shall be borne by the company.
Chapter VI Proposal and Notice of Shareholders’ Meeting
Article 22 The contents of proposals shall be within the scope of the functions and powers of
Shareholders’ Meeting, with specific topic and detailed matters for making resolution, and shall
comply with relevant provisions of laws, administrative regulations and Articles of Association.
Article 23 Where the company holds the Shareholders’ Meeting, the board of directors, the board
of supervisors and the shareholders that individually or jointly hold more than 3% of the company's
shares shall have the right to put forward proposals to the company.
Shareholders that individually or jointly hold more than 3% of the company's shares may, 10 days
prior to the convention of the Shareholders’ Meeting, put forward the interim proposals and submit
them in writing to the convener. The convener shall issue a supplementary notice of the Shareholders’
Meeting within 2 days after receipt of such proposals, announcing the contents of the Interim
proposals..
Except for the circumstances prescribed in the preceding paragraph, the convener, after having
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issued the notice of the Shareholders’ Meeting, shall not amend proposals which have been
expressly set out or add new proposal to the said notice.
Proposals which are not listed in the said notice or are inconsistent with Article 22 of these Articles
of Association shall not be voted on or resolved on the Shareholders’ Meeting.
The notice or supplemental notice on Shareholders’ Meeting shall fully and completely disclose the
contents of all proposals, as well as all information or explanation required for shareholders to make
reasonable judgment on the matters to be discussed. Where opinions from independent directors are
required for matters to be discussed, the opinions and reasons of independent directors shall be
disclosed concurrently upon giving notice or supplemental notice on Shareholders’ Meeting.
Article 24 List of candidates for directors and supervisors are submitted to Shareholders’ Meeting
in form of proposal for voting:
1. The Board of Directors of the Company or the shareholders singly or jointly holding more than
3% of the shares of the Company may nominate non-independent directors.
2. The Board of Supervisors of the Company or the shareholders singly or jointly holding more
than 3% of the shares of the Company may nominate supervisors as non-representative of the
employees.
3. The Board of Directors of the Company or the shareholders singly or jointly holding more than
1% of the shares of the Company may nominate independent directors.
The nominator of an independent director shall nominate the nominee with such nominee’s prior
consent. The nominator shall adequately understand the profession, academic qualifications,
professional titles, detailed work experience and all part-time jobs of the nominee, and express his
opinion on the qualifications and independence of the nominee’s serving as an independent director,
and the nominee shall make a public statement that there exists no relationship between himself and
the Company which may influence his independent and objective judgment in any way. Before the
convening of the shareholders’ meeting relating to the election of the independent director, the board
of directors shall announce said content according to relevant regulations. In addition to other items
provided in this article, the board of directors shall announce the resume and basic information of
each candidate director and supervisor to the shareholders.
Article 25 Where the Shareholders’ Meeting intends to discuss matters related to the election of
directors and supervisors, the notice on Shareholders’ Meeting shall fully disclose information of
the candidates for directors and supervisors, including but not limited to the following:
1) personal information such as education background, work experience, part-time job and so on;
2) whether or not the candidates are affiliated with Company or its controlling shareholder and the
actual controller;
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3) number of Company shares held by the candidates;
4) whether or not the candidates have received punishments from the CSRC orother competent
authorities or warnings from the stock exchange.
Except for the election of directors and supervisors through a cumulative voting system, the proposal
for each director or supervisor candidate should be put forward separately.
Article 26 Convener shall notify each shareholder by announcement 20 days (or 15 days, in case of
Interim Shareholders’ Meeting ; in both cases, excluding the day when the meeting is held) before
Annual Shareholders’ Meeting is held.
Article 27 If a Shareholders’ Meeting is to be convened, Company shall publish announcements on
a newspaper designated by CSRC and the website designated by SZSE, i.e., www. cninfo.com.cn.
Once the announcements are made, it shall be deemed that all shareholders have received the notice
concerning the Shareholders’ Meeting.
Article 28 The notice concerning the Shareholders’ Meeting shall include the following contents:
1) the time, place and period of the General Meeting;
2) The matters and proposals to be examined and deliberated in the General Meeting;
3) explanation with clear wording to the same effect: all shareholders shall have the right to attend
the Shareholders’ Meeting or entrust a proxy (who may not be a shareholder of Company) to
attend the meeting and vote;
4) equity registration dates of the shareholders who are entitled to attend the Shareholders’
Meeting;
5) the name and telephone number of the contact person for the General Meeting;
6) the time and procedure of voting online or by any other means.
The commencement time of voting through Internet or other means shall not be earlier than 03:00
p.m. one day before the Shareholders’ Meeting is held at the venue, nor be later than 09:30 a.m. on
the day when the Shareholders’ Meeting is held at the venue, and the end time shall not be earlier
than 03:00 p.m. on the day when the Shareholders’ Meeting held at the venue ends.
Article 29 After giving notice concerning the Shareholders’ Meeting , the Shareholders’ Meeting
shall not be postponed or cancelled without justifiable reason, nor shall proposal listed in the notice
be cancelled. In case of any delay or cancellation, the convener shall make an announcement and
specify the reasons at least 2 working days before the originally planned day.
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Chapter VII Registration of Shareholders’ Meeting
Article 30 If the Company holds a Shareholders’ Meeting, the Board of directors or the convener of
Shareholders’ Meeting shall confirm the equity registration date; after the closing of equity
registration date, the registered shareholders are those who have relevant equities.
The interval between the equity registration date and the date of meeting should not be more than 7
working days. Once confirmed, the equity registration date shall not be changed.
Article 31 All registered shareholders as at the equity registration date are entitled to attend the
Shareholders’ Meeting , and have various rights granted by laws, administrative regulations and
Articles of Association, such as right to learn the truth, right of speech, right to address questions
and voting right.
Shareholders can be present at the Shareholders’ Meeting or entrust a proxy (who may not be a
shareholder) to attend the meeting and vote.
Article 32 Where the individual shareholders personally attend the Shareholders’ Meeting, they
shall present their identification cards or other valid certificates which verify their identities, and
their stock account cards; where the individual shareholders entrust their proxies to attend the
meeting on their behalf, said proxies shall present their valid identity certificates and the power of
attorney from the shareholder.
In the case of corporate shareholders, their legal representatives or proxies entrusted by such legal
representatives shall attend the meeting. The legal representatives, if attending the meeting, shall
present their identification cards and valid certificates which verify their qualifications as legal
representative; where proxies are entrusted by such legal representatives to attend the meeting, such
proxies shall present their identification cards and the written power of attorney as issued legally by
the legal representatives of the legal person shareholders.
Article 33 The power of attorney entrusting others to attend the Shareholders’ Meeting shall specify
following contents:
1) the name of proxy;
2) whether each has voting rights;
3) the direction on voting on each matter to be examined and deliberated at the Shareholders’
Meeting, whether in favor of or against, or abstaining from the vote ;
4) the date of issuance and the term of validity of the power of attorney;
5) the signature (or seal) of the principal. Where the principal is a corporate shareholder, the
corporate seal shall be affixed.
Article 34 The power of attorney shall state that whether or not the proxy can vote at his/her own
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discretion if shareholder has not given any direction.
Article 35 Where the power of attorney granted for voting by proxy is signed by a person entrusted
by the principal, the authorization letter signed by authorization or other authorization documents
shall be notarized. The notarized authorization letter or other authorization documents, as well as
the power of attorney granted for voting by proxy shall be kept at the domicile of the company or
at any other place prescribed in the Notice for convening the shareholders’ meeting.
Where the principal is legal person, its legal representative or the Board of directors or other persons
authorized by the resolution of any decision-making organ’s shall attend the Shareholders’ Meeting
of Company as a representative.
Article 36 The register of attendees shall be prepared by Company, and shall expressly record such
matters as names of the attendees (or of the unit thereof), identity card numbers and domicile
addresses of the attendees, the number of voting shares held or represented by the attendee and the
names of the principal (or of the unit thereof).
Article 37 Convener and lawyers engaged by Company will jointly validate the legitimacy of the
qualifications of each shareholder according to the register of members provided by securities
registration & settlement agency, and register the full name of each shareholder and number of
voting shares held by them. Prior to the announcement by the host of the total number of the voting
shares held by the attending shareholders and proxies, the registration shall be ceased ..
Article 38 The attending qualification of the attendee of Shareholders’ Meeting shall be deemed
invalid under any of following circumstances:
1) the identity card of principal or attendee has not complied with the identity card management
regulations, such as counterfeit, expiry or alteration of identity card, or incorrect identity card
number;
2) the identity card submitted by the principal or attendee is illegible;
3) the signatures on the powers of attorney are obviously different where more than one person
have been authorized by the same shareholder to attend the meeting;
4) the power of attorney has not been not signed or sealed by the principal;
5) the certificates submitted by the principal or persons attending meeting on his/her behalf have
not complied with the laws, administrative regulations, other normative documents and Articles
of Association.
Article 39 Where the proxy’s qualification of attending meeting has been confirmed to be invalid
due to unclear authorization from the principal or on the basis that the proofs submitted by its proxy
certifying the legal identity and authorization have not complied with the laws, administrative
regulations, other normative documents and Articles of Association, the principal or its proxy shall
bear corresponding responsibilities and consequences.
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Chapter VIII Meeting Discipline
Article 40 The Board of directors and other conveners shall adopt necessary measures to guarantee
the normal order of Shareholders’ Meeting and timely adopt measures to stop any behaviors of
intervening the Shareholders’ Meeting, including those picking quarrels and stirring up trouble, or
those infringing upon the legal benefits of the shareholders, and shall report to the competent
authorities for investigation.
Article 41 Except for the directors, supervisors, Senior managers, and the shareholders or their
proxies, engaged lawyers, notaries or guests and reporters invited by convener who have completed
the registration formalities for attending the meeting, Company shall have the right to refuse any
other persons to enter the venue of the meeting.
The aforesaid persons shall enter the venue before commencement of the meeting, and may not
leave without the consent of the host.
Article 42 The host of the meeting may require the following persons to leave:
1) persons who are unqualified to attend the meeting;
2) persons who disturb the order of venue;
3) persons who carry dangerous articles;
4) others who should leave.
If any of the aforesaid persons do not comply with the order of leaving, the host may dispatch
relevant personnel to have them leave the meeting with force.
Chapter IX Holding Shareholders’ Meeting
Section I General Provisions
Article 43 When holding Shareholders’ Meeting, Company shall adhere to the principle of simplicity,
without giving any extra economic benefits to the shareholders or their proxies who attend the
meeting.
Article 44 When Company holds a Shareholders’ Meeting, all the directors, supervisors and
Secretary to the Board of Directors shall attend the meeting, and Senior managers shall attend the
meeting as a non-voting delegate
Article 45 Host shall declare the commencement of meeting according to scheduled time, but the
commencement of the meeting can be declared after the scheduled time under any of following
circumstances:
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Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
1) the facilities in the venue are incomplete;
2) the directors, supervisors, Senior managers, witnessing lawyers are not present, affecting the
normal or legitimate commencement the meeting;
3) Other important reasons which affect the normal commencement of the meeting.
Section II Host
Article 46 The Board Chairman shall preside over the Shareholders’ Meeting. When the Board
Chairman is unable or fails to perform his or her duties, a director elected jointly by more than half
of all directors shall preside over the meeting.
Where the Shareholders’ Meeting is independently convened by the Board of supervisors, the
chairman of the board of supervisors shall preside over the meeting. Where the chairman of Board
of supervisors is unable or fails to perform his or her duties, a supervisor elected jointly by more
than half of all Supervisors shall preside over the meeting.
Shareholders’ meetings independently convened by the shareholders shall be presided over by a
representative elected by the convener..
If any ongoing Shareholders’ Meeting cannot continue due to the host’s breach of rules of procedure,
the Shareholders’ Meeting can elect one person to act as the host to resume the meeting, subject to
the consent of the shareholders who are present and who represent more than half of voting rights.
Section III Consideration of Proposals
Article 47 The host will preside over the consideration of proposals and topics in accordance with
the order in the agenda. With respect to the contents listed in the agenda, the host may, depending
on the actual circumstances, adopt the method of reporting first, collective consideration and
collective voting, or adopt the method of consideration and voting item by item for complicated
topics. The Shareholders’ Meeting shall allow reasonable discussion time for each topic. The host
shall orally ask if all shareholders have finished their consideration; if no shareholder raises any
objection, the examination and deliberation process shall be deemed to be completed.
Article 48 When examining and deliberating on the proposals, the shareholders or proxies shall
precisely indicate their opinions, and may ask the speakers to further clarify on the issues which
would affect their judgment and voting .
Shareholders may raise questions and suggestions on the contents of the proposals, and the host
shall arrange directors, supervisors and Senior managers to explain the questions from the
shareholders. However, the host can refuse the questions from the shareholders under any of the
following circumstances,, but reasons should be given:
1) the questions are irrelevant to the proposal;
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2) the issues in question are to be investigated;
3) involving business secrets of Company and should not be publicized at the Shareholders’
Meeting ;
4) other reasons deemed to be important.
Section IV Voting
Article 49 Before voting, the host shall declare the number of shareholders and proxies attending
the meeting at the venue and the total number of voting shares held by them; the number of
shareholders and proxies and the total number of voting shares are subject to the registration of the
meeting.
Article 50 The Shareholders’ Meeting shall not vote and adopt resolution for the proposals which
are not listed in the notice or supplemental notice of Shareholders’ Meeting or which do not comply
with Article 22 hereof.
Article 51 Voting at the Shareholders’ Meeting shall be by means of an open ballot.
Article 52 The same voting right can only opt for one kind of voting method, namely, to vote on-
site, on the Internet or otherwise. If repeated voting are exercised in relation to the same voting right,
only the first voting result would be recognized.
Article 53 A shareholder (including his/her proxy) exercises his or her voting right with the number
of voting shares represented by him/her, and each share has one voting right.
The shares held by Company have no voting rights and will not be accounted for in the total number
of voting shares represented by the attendees of Shareholders’ Meeting.
Article 54 When Shareholders’ Meeting is voting on the proposal regarding share allotment, the
initiating shareholders of Company and the directors, supervisors and Senior managers entitled to
the allotment right shall indicate their intentions of subscription.
Article 55 When exercising voting rights, the controlling shareholders of Company shall not make
any decisions which may damage legitimate interests of Company and other shareholders.
Article 56 When the Shareholders’ Meeting is examining and deliberating on matters related to
connected transactions, the connected shareholders may explain to the Shareholders’ Meeting about
the fairness, legality and reasons for the connected transactions, but shall abstain from voting for
the connected transactions, and the number of voting shares represented by them will not be
accounted for in the total number of effective votes. The announcement of resolutions of
Shareholders’ Meeting shall fully disclose the votes results of unconnected shareholders. When
examining and deliberating on the major issues affecting the interests of small and medium-sized
investors, the Shareholders’ Meeting shall separately account for the votes of small and medium-
sized investors, and timely disclose the results which are separately accounted for.
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The connected shareholders shall apply for avoidance, and other shareholders may also apply for
avoidance. The Board of directors shall make judgment on whether the issues to be submitted to
Shareholders’ Meeting for consideration constitute connected transaction or not, in accordance with
the provisions of the laws, administrative regulations and listing rules of SZSE; if any issue
constitutes connected transaction, the Board of directors shall notify connected shareholders in
writing.
The Board of directors shall disclose in the notice of Shareholders’ Meeting the connected parties
of the proposals to be examined and determined.
The connected shareholders who should avoid, as stipulated by this provision, include:
1) the transaction counterpart;
2) those persons who directly or indirectly controlling the counterpart;
3) those persons who directly or indirectly controlled by the counterpart directly or indirectly;
4) those persons who directly or indirectly under common control of the same legal person(or
other organizations) or natural person with the counterpart;
5) those persons who are employed by the counterpart, the legal entity (or other organizations)
directly or indirectly controlling such counterpart or the legal entity (or other organizations)
directly or indirectly controlled by such counterpart;
6) close family members of the counterparty and its direct and indirect controllers;
7) those whose voting right are affected or limited due to any outstanding equity transfer
agreement or other agreement with the counterpart or its affiliate ;
8) those shareholders who may be biased due to their own interests, as deemed by CSRC and
SZSE.
Article 57 The Board of directors, independent directors and shareholders who meet certain
conditions (hereinafter “Solicitors”) may solicit shareholders’ voting rights. When soliciting voting
rights from shareholders, solicitors shall abide by the following provisions:
1) The solicitation scheme shall be prepared, specifying solicitation objects, time, method and
procedure as well as the power of attorney;
2) The solicitation is free of charge, without selling shareholders’ rights in any way;
3) The board of directors of Company may solicit voting rights, subject to the consent of the board
and announcement of relevant resolution of the board. Independent directors can solicit voting
rights separately or jointly.
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Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
4) The solicitors shall solicit voting rights for all issues to be voted in a Shareholders’ Meeting,
and shareholders shall entrust the voting rights of different issues to be voted to the same person.
5) The solicitors shall prepare reports and trust deeds on vote solicitation in accordance with the
relevant laws, administrative regulations and normative documents, and publish them on the
media designated by Company 15 days before Shareholders’ Meeting is held.
6) The solicitors shall engage lawyers to express legal opinions on issues such as qualifications of
solicitors, solicitation scheme and formal validity of power of attorney of vote solicitation, and
publish the opinions on the designated media together with reports and trust deeds on vote
solicitation.
7) The documents related to vote solicitation activities, such as reports and trust deeds on vote
solicitation, shall be submitted to securities regulatory authority 10 days before they are sent to
shareholders. Where the regulatory authority raises objection within 5 working days, documents
should be sent to shareholders after revision; if no objection is raised within 5 working days,
documents can be directly sent to shareholders.
Article 58 The company shall, on the premise of ensuring the legitimacy and validity of the
Shareholders’ Meeting, provide online voting, so as to facilitate shareholders attending the
Shareholders’ Meeting.
Article 59 Company shall improve Shareholders’ Meeting voting system. The Shareholders’
Meeting set up by the members of the Shareholders’ Meeting and the meeting shall be held on-site.
The Company will also provide online voting to facilitate the shareholders in attending the meeting.
Shareholders who participate in Shareholders’ Meeting through the aforesaid means will be deemed
to have been present.
Article 60 Except under special circumstances, for example, where Company is in crisis, without
approval from Shareholders’ Meeting in form of special resolution, Company will not conclude
contracts with any person other than directors, President and CEO and other Senior managers,
stipulating that all or important business of Company will be managed by any such persons.
Article 61 When voting for the election of directors and supervisors, the Shareholders’ Meeting shall
vote for each candidate of directors and supervisors one by one. Cumulative voting system can be
implemented according to Articles of Association or resolutions of Shareholders’ Meeting.
The cumulative voting system mentioned in preceding paragraph refers to the voting system that
when Shareholders’ Meeting is electing directors (including independent directors) or supervisors,
each share held by shareholders has the same voting right with the number of directors or supervisors
to be elected; the voting rights owned by a shareholder can be used collectively or be freely allocated
to all or partial candidates of directors and supervisors whom such shareholder can elect, and
candidates with higher number of votes obtained will be elected.
I) Company’s voting method applicable to cumulative voting system with respect to election of
director is as follows:
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Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
1. The election of independent directors and common directors shall be separated as follows:
When electing independent directors, the number of voting right to which each shareholder is
entitled equals to number of shares held by such shareholder multiplied by the number of
independent directors who can be elected by such shareholder, and those votes can only be casted
toward candidates of independent directors;
When electing common directors, the number of voting right to which each shareholder is entitled
equals to number of shares held by such shareholder multiplied by the number of common directors
who can be elected by such shareholder, and those votes can only be casted toward candidates of
common directors.
2. When filling out the ballot, a shareholder can cast all his/her voting rights to one candidate of
director or to more than one candidate, and mark the number of voting rights used next to each
director elected by such shareholder. If a shareholder specifically disapproves any one or more
candidates and elects to vote for others, the shareholder shall fill out the name of the elected person
and mark the number of voting rights used next to the name.
3. If the total number of voting rights used by a shareholder exceeds the number of voting rights
legitimately owned by him/her, the ballots held by such shareholder shall be invalid.
4. If the total number of voting rights used by a shareholder in the ballot does not exceed the number
of voting rights legitimately owned by him/her, the ballot shall be valid.
5. After the voting, the ballots shall be counted and the votes obtained by each candidate shall be
announced. The directors elected shall be determined based upon the number of votes obtained by
the candidates.
6. The principle of election of directors: the final directors elected shall be determined based upon
the number of votes obtained by the candidate, but the minimum number of votes obtained by each
director elected shall be more than half of the voting power of the shareholders(including proxies
thereof) attending the Shareholders’ Meeting .
7. If the number of director candidates is higher than the number of directors candidates to be elected,
the directors elected shall be determined according to the number of votes obtained by each
candidate (ranking from high to low), but the minimum votes obtained by each elected directors
must comply with the requirements offset forth in Item 6 above.
8. If the number of director candidates obtaining the same votes at one time exceeds the number of
directors of the kind that is to be elected, another voting shall be conducted for the aforesaid
candidates according to the procedure set forth in this Article, until the director or diectors to be
elected can be determined.
9. If one cumulative voting fails to elect the requisite number of a particular type of directors
stipulated by Articles of Association, another voting shall be conducted for candidates who fail to
obtain more than half of the voting shares held by shareholders (including their proxies) attending
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the Shareholders’ Meeting according to the procedure stipulated by this Article; if the number of the
directors elected still fails to meet the requirements, a further voting will be conducted on the next
Shareholders’ Meeting of Company.
10. Before the shareholders voted upon the election of directors, the board of directors shall be
responsible in construing the specific method of cumulative vote set forth in Articles of Association
so as to ensure that the shareholders exercise their voting rights correctly.
II) The election of supervisors in the Shareholders’ Meeting of the company shall be conducted in
accordance with the cumulative voting system applicable to the election of directors set forth hereof.
Article 62 In addition to cumulative voting system, Shareholders’ Meeting will vote on all of the
proposals one by one; if different proposals are raised for the same issue, the voting will be
conducted according to the order that each of the proposal was submitted. Unless the Shareholders’
Meeting is suspended or is unable to make a resolution due to special reasons such as force majeure,
the Shareholders’ Meeting shall not set aside the proposal or refuse voting.
Article 63 When examining and determining the proposals, the Shareholders’ Meeting shall not
amend the proposal; otherwise, the relevant amendment shall be deemed as a new proposal which
cannot be voted at such meeting.
Article 64 Shareholders attending the Shareholders’ Meeting shall express one of following opinions
for the proposals submitted for voting: consent, opposition or abstention.
Illegible ballots or ballots not filled or wrongly filled or not casted will be deemed that voter has
waived his/her voting rights, and the voting result of the shares held by he/she shall be counted as
“abstention”.
Article 65 Before voting the proposal, the Shareholders’ Meeting shall elect two representatives
shareholders to participate in counting and supervising the votes. If any shareholder has any relation
with any matters to be examined and deliberated upon, such shareholder and his/her proxy shall not
participate in counting and supervising the votes.
When the Shareholders’ Meeting votes on the proposals, the lawyers and representatives of
shareholders and supervisors will jointly be responsible for counting and supervising the votes, and
for announcing the voting results at the meeting; the voting result will be recorded in minutes.
Article 66 The host shall announce the votes and voting result of each proposal, and announce
whether or not the proposal has been passed based on voting result.
Where the host has any doubt on the voting results, he y organize to have the number of votes
counted; where the host does not do so and the attending shareholders or their proxies thereof
challenge the voting results announced by the host, they are entitled to require the counting of votes
immediately upon the announcement of the voting results and the host shall organize the vote
calculation without delay.
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Rules of Procedure for Shareholders’ Meeting of ADAMA Ltd.
Article 67 Where the Shareholders’ Meeting has also allowed for online voting or other voting
method, the end time of the Shareholders’ Meeting held on-site shall not be earlier than the end time
of online voting or other voting method.
The shareholder or his/her proxy of Company voting through online voting or other voting method
is entitled to view his/her voting result through corresponding voting system.
After online voting is completed, Company can apply to China Securities Depository and Clearing
Corporation Limited Shenzhen Branch for voting result in writing.
Prior to the announcement of voting results, Company, persons in charge of counting and
supervising ballots, major shareholders, Internet service provider and all parties involved in
Shareholders’ Meeting held on-site, online voting and other voting methods shall bear a
confidentiality obligation regarding the voting results.
Section V Resolutions
Article 68 After proposals are voted at Shareholders’ Meeting, resolutions shall be formed based on
voting result.
Article 69 There shall be two types of resolutions of the Shareholders’ Meeting: ordinary resolution
and special resolution.
Ordinary resolutions shall be made by more than 1/2 of voting rights of shareholders (including
their proxies) attending the Shareholders’ Meeting.
Special resolutions shall be adopted by at least 2/3 of voting rights of shareholders (including their
proxies) attending the Shareholders’ Meeting.
Article 70 The following matters shall require the approval of the Shareholders’ Meeting by
ordinary resolution:
1) the work reports of the Board of directors and the Board of supervisors; Profit distribution
scheme and loss recovery scheme prepared by the Board of directors;
2) the appointment and dismissal of members of Board of directors and the board of supervisors,
their remunerations and means of payment;
3) the annual budget and final accounting scheme of Company;
4) the annual report of Company;
5) other matters which shall be passed by special resolution in accordance with the provisions of
the laws, administrative regulations or the Articles of Association;
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Article 71 The following matters shall be passed at the Shareholders’ Meeting by special resolution:
1) increase or decrease in the registered capital of Company;
2) spin-off, split, merger/consolidation, dissolution and liquidation of Company;
3) amendments to the Articles of Association;
4) Company’s purchase or sale of considerable assets within one year, or the guarantee amount
exceeds 30% of the most recently audited total assets of Company;
5) equity incentive plan;
6) other matters which are prescribed in the provisions of the laws, administrative regulations or
Articles of Association, as well as the matters which are deemed, if passed by means of ordinary
resolution by the Shareholders’ Meeting, to have potential material influence on the company
and shall be passed by special resolution.
Article 72 The contents of resolutions of Shareholders’ Meeting shall comply with the provisions of
laws, administrative regulations or Articles of Association, and the directors attending the meeting
shall guarantee the authenticity, accuracy and completeness of the contents of resolutions, without
any ambiguous wording.
Article 73 Where the convening procedure or voting method of Shareholders’ Meeting violates any
laws, administrative regulations or Articles of Association, or the content of any resolution breaches
Articles of Association, the shareholders may apply to the court for revoking the resolution within
60 days after the resolution is made.
Where any resolution of Shareholders’ Meeting breaches any provisions of laws, administrative
regulations or Articles of Association, and infringes upon the legal interests of shareholders, the
shareholders shall be entitled to sue in order to stop the aforesaid breach or infringement.
Section VI Speeches of Shareholders
Article 74 Shareholders or their proxies attending the Shareholders’ Meeting are entitled to give
speeches at the meeting.
Article 75 Shareholders can give oral or written speeches when the Shareholders’ Meeting
commences its procedure of shareholder speech.
Article 76 Shareholders who request to give speeches at Shareholders’ Meeting shall be registered
before signing in at the venue of meeting, and at least following items should be registered:
1) the name of the shareholder giving speech;
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2) the name of the speaker;
3) the number of shares held;
4) the main contents or topic of the speech;
5) the estimated duration of the speech.
Article 77 The host shall confirm the order of speeches according to the meeting duration listed in
the notice of Shareholders’ Meeting , the number of speakers registered, the content and time of the
speech, so that shareholders would be allowed for reasonable time of expression.
Article 78 When the Shareholders’ Meeting is being held, shareholders who request to give a
temporary speech or to address inquiries to relevant issues should obtain consent from the host.
After being approved by the host, the shareholder shall report his/her name and the number of shares
held by him/her.
Section VII Adjournment
Article 79 Convener shall ensure that the Shareholders’ Meeting is held continuously within
reasonable working hours, until all proposals listed in the agenda form final resolutions after
examination, deliberation and voting. If the Shareholders’ Meeting is suspended or is unable to make
a resolution due to special reasons such as force majeure, the convener shall adopt necessary
measures to resume or terminate the Shareholders’ Meeting , make announcement in time, and report
it to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange.
Article 80 At the meeting, if shareholders’ doubts on identities or counting result cannot be solved,
affecting the order of meeting and making it impossible to continue the meeting, the host shall
declare a temporary adjournment. Upon resolving the above issues, the host shall notify
shareholders to resume the meeting as soon as practicable.
Article 81 At the Shareholders’ Meeting, the host may declare a temporary adjournment according
to the progress of the meeting, schedule and other circumstances.
Section VIII Minutes of Shareholders’ Meeting and Execution
Article 82 The Shareholders’ Meeting shall have minutes, which is prepared by the Secretary to the
Board of Directors and shall record the following contents:
1) the time, place and agenda of meeting, and the name of convener;
2) the names of the host, directors, supervisors, President and CEO and other Senior managers
who attend the meeting (including attending as a non-voting delegate);
3) the number of shareholders and proxies attending the meeting, total number of voting shares
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held by them and its proportion to total number of shares of Company;
4) the consideration procedure, main point of speech and voting result of each proposal;
5) the inquiry opinions or suggestions of shareholders and corresponding reply or explanation;
6) the names of lawyers and persons in charge of counting and supervising ballots;
7) other contents to be included in the minutes according to Articles of Association.
Article 83 The convener shall ensure the contents of minutes are true, accurate and complete. The
directors, supervisors, secretary, convener or his/her representative and the host shall sign on the
minutes. The minutes shall be kept together with signature book of present shareholders and power
of attorney issued to proxies, and effective documents related to online voting and other voting
methods, for a term of no less than 10 years.
Chapter X Information Disclosure
Article 84 The Board of directors shall timely publish the resolutions of Shareholders’ Meeting at
the newspaper and website designated by CSRC at the time stipulated by laws, administrative
regulations, other regulations and the provisions of Listing Rules for Stocks Traded on SZSE.
Article 85 The publication shall specify the number of shareholders and proxies attending the
meeting, total number of voting shares held by them and its proportion to total number of shares of
Company, voting method, voting result of each proposal and contents of all adopted resolutions.
Article 86 Where any proposal is not adopted, or the Shareholders’ Meeting modifies the resolution
of last meeting, it should be mentioned in the announcement of resolution of Shareholders’ Meeting.
Article 87 The following circumstances in relation to Shareholders’ Meeting shall be disclosed and
announced together with resolution of Shareholders’ Meeting:
1) the avoidance of connected shareholders and votes of unconnected shareholders when
connected transaction is voted;
2) the board’s explanation on failure to list any temporary proposal in agenda and the content of
such proposal;
3) where the proposal that is not adopted at the Shareholders’ Meeting ;
4) where the Shareholders’ Meeting modifies the resolution of the last meeting;
5) where the independent directors solicit voting rights from shareholders and exercise the voting
rights at the Shareholders’ Meeting ;
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6) the independent opinions concerning relevant issues issued by independent directors at the
Shareholders’ Meeting , and the issues should be disclosed;
7) other issues to be announced as per the provisions of Articles of Association and these Rules.
Article 88 The Board of directors shall publish the full or main text of Legal Opinions issued by
lawyers attending the Shareholders’ Meeting, together with the resolution of the Shareholders’
Meeting.
Chapter XI Implementation and Report of Resolutions
Article 89 Where the Shareholders’ Meeting adopts the resolutions concerning the election of
directors and supervisors, the newly elected directors and supervisors should take office at the day
when the relevant resolutions are adopted at the meeting.
Article 90 Where the Shareholders’ Meeting adopts the proposals concerning cash dividend, bonus
issue or capital reserve converted into share capital, the listed company shall implement the scheme
within 2 months after the end of Shareholders’ Meeting.
Chapter XI Supplemental Rules
Article 91 Where these Rules conflict with Company Law, Securities Law and Articles of
Association, the aforesaid laws, administrative regulations, regulations and Articles of Association
shall prevail.
Article 92 The Company may amend these Rules under any of the following circumstances,:
1) the provisions hereof conflict with revised laws or administrative regulations, such as Company
Law;
2) the Shareholders’ Meeting determines amendment to these Rules.
Article 93 The amendments to these Rules will be determined by Shareholders’ Meeting, which
shall authorize the Board of directors to prepare the amendment draft; the draft will become effective
after being approved by Shareholders’ Meeting .
Article 94 “Above” and “within” referred to in these Rules include such number; “beyond”, “less
than”, “more than” and “exceeding” exclude the number.
Article 95 The Board of directors is responsible for the interpretation of these Rules.
Article 96 These Rules become effective after being approved by the Shareholders’ Meeting.
ADAMA Ltd.
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