Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2024-56
ADAMA Ltd.
Notice of the 3rd Interim Shareholders Meeting in 2024
The Company and all members of its board of directors hereby confirm that all
information disclosed herein is true, accurate and complete with no false or
misleading statement or material omission.
I. Basic Information of the Meeting
1. This is the 3rd Interim Shareholders Meeting in 2024.
2. Convener: Board of Directors. The Company passed a proposal on calling for the
3rd Interim Shareholders Meeting in 2024 on the 7th Meeting of the 10th Session of the
Board of the Company on November 6, 2024.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory
documents and relevant provisions of the Articles of Association of the Company.
4. Nature of the meeting: shareholders can vote through on-site voting and online voting.
For each share, either on-site voting or online voting can be used. If repeated voting for
the same share occurs, the first voting shall prevail.
5. Time of the Meeting:
(1) On-site meeting: starts at 14:30 on November 22, 2024.
(2) Online voting: November 22, 2024. The online voting via the trading system of the
Shenzhen Stock Exchange will be from 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m.
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and from 1:00 p.m. to 3:00 p.m. on November 22, 2024; the online voting via the online
voting system of the Shenzhen Stock Exchange will be any time from 9:15 a.m. to 3:00
p.m. on November 22, 2024.
6. Record day of the meeting: November 19, 2024
B-share shareholders can vote only if they purchase the Company’s shares on or prior
to November 14, 2024.
7. Attendance:
(1) All shareholders of the Company whose names appear on the registry of the
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on
the closing of the trading market on the record day are entitled to attend the meeting.
Shareholders may also appoint proxies in writing to attend and vote. The proxies can
be non-shareholders.
Shareholder Syngenta Group Co., Ltd. is a related party of the Company and shall
refrain from the voting on the proposal 1, proposal 5 and proposal 6.
(2) Directors, supervisors and senior executives of the Company;
(3) Attorney engaged by the Company;
(4) Other invitees invited by the convener.
8. Location:
6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang, Beijing, China
II. Proposal
Coding list of the shareholders’ meeting proposals is as followed:
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Note
The proposal
NO. Proposals with a “√”
in this
column can
be voted
All Proposals (excluding the cumulative voting
100 √
proposals)
Non-cumulative Voting Proposals
Proposal on the Renewal of the Financial Service
1.00 √
Agreement with Sinochem Finance Co., Ltd.
Proposal to Change the Business Scope, Adjust
the Members on the Board of Directors and
2.00 √
Amend the Articles of Association of the
Company
Proposal on Revisions to the Rules of Procedures
3.00 √
of the Board of Directors
Proposal on the Nomination of an Independent
4.00 Director of the 10th Session of the Board of √
Directors
Proposal on New Credit Facility from the Related
5.00 √
Party
Proposal on Signing of the Entrusted
6.00 √
Management Agreement with Related Parties
The above proposals 1 to 5 were passed by the 7th meeting of the 10th session of the
Board of Directors; proposal 6 is submitted to the shareholders for deliberation and
approval because the number of non-related directors attending the Board meeting was
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less than three. Please refer to the announcements which were disclosed by the
Company on http://www.cninfo.com.cn on November 7, 2024.
Note:
1. As special resolution, approval of proposal 2 and proposal 3 shall require at least 2/3
of the voting rights represented by the attending shareholders.
2. The voting results of proposal 4 will take effect after the proposal 2 and proposal 3
are approved by the shareholders.
3. Only one independent director will be elected at this shareholders' meeting, and the
cumulative voting system is not applicable.
The proposal for the candidate for independent director shall be submitted to the
shareholders' meeting for approval only upon the candidate has been filed with the
Shenzhen Stock Exchange and there is no objection thereto.
4. The voting of Mid-small shareholders shall be counted separately and disclosed.
III. Registration of the on-site Meeting
1. Way of Registration:
(1) for individual shareholders attending the meeting, personal ID card and
shareholding certificates are needed; while attending the meeting by proxy, the
attendant must hold the ID copy of the client, power of attorney, shareholding certificate
along with ID of the proxy;
(2) for legal representatives of legal person shareholders attending the meeting, the
copy of business license, certificate of identity of the legal representative and
shareholding certificates are necessary; while attending the meeting by proxy, the
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attendant must hold the copy of the business license, certificate of identity of the legal
representative, power of attorney, shareholding certificates along with ID of the proxy;
(3) shareholders from other locations can register via mail or fax before 16:30 on
November 21, 2024. Please confirm by telephone after sending the mail or fax.
Registration through telephone is not accepted.
2. Date: 9:30-16:30 (during the working days), from November 20 to November 21,
2024.
3. Place:
Office of the Company, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park
South Road, Chaoyang District, Beijing, China.
4. Contact：
Contact Person: Wang Zhujun, Guo Zhi
Telephone: (010) 56718110 Fax: (010)59246173
Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road,
Chaoyang District, Beijing, China.
Post code: 100026
5. The on-site meeting will last for half a day, the transportation and boarding expenses
for attendance shall be borne by the participants themselves.
IV. Operation Process of Online Voting:
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In the shareholders’ meeting, shareholders can participate in the voting through the
trading system or the online voting system (http://wltp.cninfo.com.cn) of the Shenzhen
Stock Exchange. For more details, please refer to attachment 1.
V. Documents available for reference
1. Resolutions of the 7th Meeting of the 10th Session of the Board of the Directors.
2. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
November 7, 2024
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Attachment 1
The Operation Process of Online Voting
I. Online voting procedure
1. Voting code and abbreviation: Voting code “360553”; abbreviation “ADAMA
voting”
2. Vote
For non-cumulative voting proposals, shareholders shall vote among: For, Against, and
Waive.
II. Vote via the Shenzhen Stock Exchange Trading Program
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on November 22, 2024.
2. Shareholders can enter into the trading system to vote.
III. Vote via the Shenzhen Stock Exchange Online Voting System
1. The online voting via the online voting system of the Shenzhen Stock Exchange
will start at 9:15 a.m. on November 22, 2024(the day on which the on-site meeting is
held) and end at 3:00 p.m. on November 22, 2024(the day on which the on-site meeting
ends).
2. Shareholders voting through the online voting system shall obtain Shenzhen
Digital Certificate or Shenzhen Investor Service Password in accordance with the
Guidelines of Shenzhen Stock Exchange Investor Network Identity Authentication
Service Business (April 2016) to provide of identity authentication. For detailed
authentication process, please log into the online voting system http://wltp.cninfo.com.cn.
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3. Shareholders can log into http://wltp.cninfo.com.cn with the Shenzhen Digital
Certificate or Shenzhen Investor Service to vote within the time period required by the
Shenzhen Stock Exchange online voting system.
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Attachment 2
Power of attorney
I hereby authorize Mr./Ms._________ to attend and vote in the 3rd Interim
Shareholders Meeting of ADAMA Ltd. on November 22, 2024. The voting opinion is
as followed:
Note Voting Opinions
The
proposal
NO. Proposals with a
“√” in
For Against Waived
this
column
can be
voted
All Proposals (excluding
100 the cumulative voting √
proposals)
Non-cumulative Voting Proposals
Proposal on the Renewal of the
Financial Service Agreement
1.00 √
with Sinochem Finance Co.,
Ltd.
Proposal to Change the
Business Scope, Adjust the
Members on the Board of
2.00 √
Directors and Amend the
Articles of Association of the
Company
Proposal on Revisions to the
3.00 Rules of Procedures of the √
Board of Directors
Proposal on the Nomination of
an Independent Director of the
4.00 √
10th Session of the Board of
Directors
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Proposal on New Credit
5.00 √
Facility from the Related Party
Proposal on Signing of the
Entrusted Management
6.00 √
Agreement with Related
Parties
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution ,
“×” if you vote against the resolution or waive.）
Consignor:
ID card or business license number:
Shareholding account: Type and amount of shareholding:
Consignee: ID card number:
Delegation date:
This power of attorney shall come into effect from the date of issuance and shall
continue to be in effect till the end of the abovementioned shareholders meeting.
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