Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2023-18
ADAMA Ltd.
Announcement on the Resolutions 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. 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 April 12, 2023
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
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
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April 12, 2023; 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 April 12, 2023.
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
27 shareholders participated in the on-site meeting or via online voting system,
representing 1,871,126,147 shares, accounting for 80.3123% of the Company’s total shares.
Among them, 6 shareholders participated in the on-site meeting, representing 420,400
shares, accounting for 0.0180% of the Company’s total shares and 21 shareholders
participated via online voting system, representing 1,870,705,747 shares, accounting for
80.2943% of the Company’s total shares.
2. Attendance of B-share Shareholders
6 B-share shareholders participated in the on-site meeting or via online voting system,
representing 420,400 shares, accounting for 0.2752% of the Company’s total B shares.
Among them, 6 shareholders participated in the on-site meeting, representing 420,400
shares, accounting for 0.2752% of the Company’s total B shares and 0 shareholders
participated via online voting system, representing 0 shares, accounting for 0.0000% of the
Company’s total B shares.
3. Attendance of Mid-small Shareholders
26 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 42,988,186 shares, accounting for 1.8451% of the Company’s total shares.
Among them, 6 shareholders participated in the on-site meeting, representing 420,400
shares, accounting for 0.0180% of the Company’s total shares and 20 shareholders
participated via online voting system, representing 42,567,786 shares, accounting for
1.8271% 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.
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IV. Deliberation and Voting on the Proposals
The following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on the 2022 Annual Report and its Abstract
1.1 Voting Summary:
1,869,463,847 shares for it, accounting for 99.9112% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,325,886 shares for it, accounting for 96.1331% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% 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.
2. Proposal on the 2022 Financial Statements
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2.1 Voting Summary:
1,869,463,847 shares for it, accounting for 99.9112% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,325,886 shares for it, accounting for 96.1331% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% of all the shares entitled to vote held by Mid-small
shareholders present.
2.2 Voting Result: As a general resolution, this proposal has been approved with more
than 50% of the total number of shares entitled to vote held by the participating
shareholders.
3. Proposal on the Pre-Plan of the 2022 Dividend Distribution
3.1 Voting Summary:
1,869,516,447 shares for it, accounting for 99.9140% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% 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
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0.0000% of all the shares entitled to vote held by the participating shareholders. Among
them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,378,486 shares for it, accounting for 96.2555% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% 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.
3.2 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.
4. Proposal on the Self-Assessment Report on the 2022 Internal Control of the
Company
4.1 Voting Summary:
1,869,463,847 shares for it, accounting for 99.9112% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
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420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,325,886 shares for it, accounting for 96.1331% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% of all the shares entitled to vote held by Mid-small
shareholders present.
4.2 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.
5. Proposal on the 2022 Working Report of the Board of Directors
5.1 Voting Summary:
1,869,463,847 shares for it, accounting for 99.9112% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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:
41,325,886 shares for it, accounting for 96.1331% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% of all the shares entitled to vote held by Mid-small
shareholders present.
5.2 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.
6. Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2023
6.1 Voting Summary:
1,869,441,147 shares for it, accounting for 99.9099% of all the shares entitled to vote held
by the participating shareholders; 1,632,400 shares against it, accounting for 0.0872% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,303,186 shares for it, accounting for 96.0803% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,632,400 shares against it, accounting for
3.7973% of all the shares entitled to vote held by the participating Mid-small shareholders;
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52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% of all the shares entitled to vote held by Mid-small
shareholders present.
6.2 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.
7. Proposal on the Expected Related Party Transactions in the Ordinary Course of
Business in 2023
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled by
Sinochem Holdings Corporation Ltd., constituting an affiliated shareholder of the
Company, and holds 1,828,137,961 shares of the Company. Such affiliated shareholder
refrained from voting on this proposal.
7.1 Voting Summary:
41,378,486 shares for it, accounting for 96.2555% of all the shares entitled to vote held by
the participating shareholders; 1,609,700 shares against it, accounting for 3.7445% 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:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,378,486 shares for it, accounting for 96.2555% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% 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),
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accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders
present.
7.2 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.
8. Proposal on the 2022 Working Report of the Board of Supervisors
8.1 Voting Summary:
1,869,463,847 shares for it, accounting for 99.9112% of all the shares entitled to vote held
by the participating shareholders; 1,609,700 shares against it, accounting for 0.0860% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0028% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,325,886 shares for it, accounting for 96.1331% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.1224% of all the shares entitled to vote held by Mid-small
shareholders present.
8.2 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.
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9. Proposal on Revisions to the Articles of Association of the Company and relevant
Rules of Procedures
9.1 Voting Summary:
1,865,140,459 shares for it, accounting for 99.6801% of all the shares entitled to vote held
by the participating shareholders; 5,985,688 shares against it, accounting for 0.3199% 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:
22,800 shares for it, accounting for 5.4234% of all the shares entitled to vote held by the
participating B-share shareholders; 397,600 shares against it, accounting for 94.5766% 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.
(2) Voting Summary of Mid-small Shareholders:
37,002,498 shares for it, accounting for 86.0760% of all the shares entitled to vote held by
the participating Mid-small shareholders; 5,985,688 shares against it, accounting for
13.9240% 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.
9.2 Voting Result: As a special resolution, this proposal has been approved with more
than 2/3 of the total number of shares entitled to vote held by the participating shareholders.
10. Proposal on Credit Facilities from the Related Party
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled by
Sinochem Holdings Corporation Ltd., constituting an affiliated shareholder of the
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Company, and holds 1,828,137,961 shares of the Company. Such affiliated shareholder
refrained from voting on this proposal.
10.1 Voting Summary:
41,378,486 shares for it, accounting for 96.2555% of all the shares entitled to vote held by
the participating shareholders; 1,609,700 shares against it, accounting for 3.7445% 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:
420,400 shares for it, accounting for 100.0000% of all the shares entitled to vote held by
the participating B-share shareholders; 0 shares against it, accounting for 0.0000% 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.
(2) Voting Summary of Mid-small Shareholders:
41,378,486 shares for it, accounting for 96.2555% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,609,700 shares against it, accounting for
3.7445% 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.
10.2 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 February 16 and March 31, 2023.
V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
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2. Names of the lawyers: Ruiyuan Liu, Rui Chen
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 2022 Annual General Meeting;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
April 13, 2023
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