Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2024-58
ADAMA Ltd.
Announcement on the Resolutions 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. 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: Started at 14:30 on November 22, 2024
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: Qin Hengde
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
November 22, 2024; 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.
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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
462 shareholders participated in the on-site meeting or via online voting system,
representing 1,923,185,760 shares, accounting for 82.546830% of the Company’s total
shares. Among them, 11 shareholders participated in the on-site meeting, representing
2,703,914 shares, accounting for 0.116057% of the Company’s total shares and 451
shareholders participated via online voting system, representing 1,920,481,846 shares,
accounting for 82.430773% of the Company’s total shares.
2. Attendance of B-share Shareholders
30 B-share shareholder participated in the on-site meeting or via online voting system,
representing 6,963,360 shares, accounting for 0.298881% of the Company’s total B shares.
Among them, 2 shareholders participated in the on-site meeting, representing 2,657,514
shares, accounting for 0.114066% of the Company’s total B shares and 28 shareholders
participated via online voting system, representing 4,305,846 shares, accounting for
0.184815% of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
461 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 95,047,799 shares, accounting for 4.079634% of the Company’s total shares.
Among them, 11 shareholders participated in the on-site meeting, representing 2,703,914
shares, accounting for 0.116057% of the Company’s total shares and 450 shareholders
participated via online voting system, representing 92,343,885 shares, accounting for
3.963577% of the Company’s total shares.
Directors, supervisors and some senior executives of the Company, as well as the lawyers
engaged by the Company as witnesses attended the meeting.
IV. Deliberation and Voting on the Proposal
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The following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on the Renewal of the Financial Service Agreement with Sinochem
Finance Co., Ltd.
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled by
Sinochem Holdings Corporation Ltd., it constitutes 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.
1.1 Voting Summary:
77,735,648 shares for it, accounting for 81.785848% of all the shares entitled to vote held
by the participating non-affiliated shareholders; 16,981,251 shares against it, accounting
for 17.866012% of all the shares entitled to vote held by the participating non-affiliated
shareholders; 330,900 shares abstained (among them, 113,400 shares are considered as
abstained due to non-voting), accounting for 0.348140% of all the shares entitled to vote
held by the participating non-affiliated shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,020,800 shares for it, accounting for 14.659590% of all the shares entitled to vote held
by the participating B-share shareholders; 5,941,560 shares against it, accounting for
85.326049% of all the shares entitled to vote held by the participating B-share shareholders;
1,000 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.014361% of all the shares entitled to vote held by the participating
B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
77,735,648 shares for it, accounting for 81.785848% of all the shares entitled to vote held
by the participating Mid-small shareholders; 16,981,251 shares against it, accounting for
17.866012% of all the shares entitled to vote held by the participating Mid-small
shareholders; 330,900 shares abstained (among them, 113,400 shares are considered as
abstained due to non-voting), accounting for 0.348140% of all the shares entitled to vote
held by Mid-small shareholders present.
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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 non-affiliated
shareholders.
2. Proposal to Change the Business Scope, Adjust the Members on the Board of
Directors and Amend the Articles of Association of the Company
2.1 Voting Summary:
1,907,382,563 shares for it, accounting for 99.178280% of all the shares entitled to vote
held by the participating shareholders; 15,544,797 shares against it, accounting for
0.808284% of all the shares entitled to vote held by the participating shareholders; 258,400
shares abstained (among them, 20,000 shares are considered as abstained due to non-
voting), accounting for 0.013436% of all the shares entitled to vote held by the participating
shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,020,800 shares for it, accounting for 14.659590% of all the shares entitled to vote held
by the participating B-share shareholders; 5,941,560 shares against it, accounting for
85.326049% of all the shares entitled to vote held by the participating B-share shareholders;
1,000 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.014361% of all the shares entitled to vote held by the participating
B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
79,244,602 shares for it, accounting for 83.373421% of all the shares entitled to vote held
by the participating Mid-small shareholders; 15,544,797 shares against it, accounting for
16.354715% of all the shares entitled to vote held by the participating Mid-small
shareholders; 258,400 shares abstained (among them, 20,000 shares are considered as
abstained due to non-voting), accounting for 0.271864% of all the shares entitled to vote
held by Mid-small shareholders present.
2.2 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.
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3. Proposal on Revisions to the Rules of Procedures of the Board of Directors
3.1 Voting Summary:
1,907,108,063 shares for it, accounting for 99.164007% of all the shares entitled to vote
held by the participating shareholders; 14,938,897 shares against it, accounting for
0.776779% of all the shares entitled to vote held by the participating shareholders;
1,138,800 shares abstained (among them, 113,400 shares are considered as abstained due
to non-voting), accounting for 0.059214% of all the shares entitled to vote held by the
participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,020,800 shares for it, accounting for 14.659590% of all the shares entitled to vote held
by the participating B-share shareholders; 5,941,560 shares against it, accounting for
85.326049% of all the shares entitled to vote held by the participating B-share shareholders;
1,000 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.014361% of all the shares entitled to vote held by the participating
B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
78,970,102 shares for it, accounting for 83.084619% of all the shares entitled to vote held
by the participating Mid-small shareholders; 14,938,897 shares against it, accounting for
15.717247% of all the shares entitled to vote held by the participating Mid-small
shareholders; 1,138,800 shares abstained (among them, 113,400 shares are considered as
abstained due to non-voting), accounting for 1.198134% of all the shares entitled to vote
held by Mid-small shareholders present.
3.2 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.
4. Proposal on the Nomination of an Independent Director of the 10th Session of the
Board of Directors
4.1 Voting Summary:
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1,907,308,836 shares for it, accounting for 99.174447% of all the shares entitled to vote
held by the participating shareholders; 14,733,424 shares against it, accounting for
0.766095% of all the shares entitled to vote held by the participating shareholders;
1,143,500 shares abstained (among them, 118,100 shares are considered as abstained due
to non-voting), accounting for 0.059458% of all the shares entitled to vote held by the
participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,020,800 shares for it, accounting for 14.659590% of all the shares entitled to vote held
by the participating B-share shareholders; 5,941,560 shares against it, accounting for
85.326049% of all the shares entitled to vote held by the participating B-share shareholders;
1,000 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.014361% of all the shares entitled to vote held by the participating
B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
79,170,875 shares for it, accounting for 83.295853% of all the shares entitled to vote held
by the participating Mid-small shareholders; 14,733,424 shares against it, accounting for
15.501068% of all the shares entitled to vote held by the participating Mid-small
shareholders; 1,143,500 shares abstained (among them, 118,100 shares are considered as
abstained due to non-voting), accounting for 1.203079% 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.
Mr. Huang Jingsheng was elected as the independent director of the Company, starting
from the date of approval by this shareholders’ meeting and until the expiration of the 10th
session of the Board of Directors of the Company.
The total number of directors concurrently serving as the senior executive of the Company
shall not exceed half of the total number of directors of the 10th session of the Board of
Directors. The Company shall not have any director as the representatives of the staff and
workers.
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5. Proposal on New Credit Facility from the Related Party
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled by
Sinochem Holdings Corporation Ltd., it constitutes 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.
5.1 Voting Summary:
78,306,202 shares for it, accounting for 82.386129% of all the shares entitled to vote held
by the participating non-affiliated shareholders; 16,396,297 shares against it, accounting
for 17.250580% of all the shares entitled to vote held by the participating non-affiliated
shareholders; 345,300 shares abstained (among them, 118,100 shares are considered as
abstained due to non-voting), accounting for 0.363291% of all the shares entitled to vote
held by the participating non-affiliated shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
872,200 shares for it, accounting for 12.525562% of all the shares entitled to vote held by
the participating B-share shareholders; 6,090,160 shares against it, accounting for
87.460077% of all the shares entitled to vote held by the participating B-share shareholders;
1,000 shares abstained (among them, 0 shares are considered as abstained due to non-
voting), accounting for 0.014361% of all the shares entitled to vote held by the participating
B-share shareholders.
(2) Voting Summary of Mid-small Shareholders:
78,306,202 shares for it, accounting for 82.386129% of all the shares entitled to vote held
by the participating Mid-small shareholders; 16,396,297 shares against it, accounting for
17.250580% of all the shares entitled to vote held by the participating Mid-small
shareholders; 345,300 shares abstained (among them, 118,100 shares are considered as
abstained due to non-voting), accounting for 0.363291% 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 non-affiliated
shareholders.
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6. Proposal on Signing of the Entrusted Management Agreement with Related
Parties
The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled by
Sinochem Holdings Corporation Ltd., it constitutes 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.
6.1 Voting Summary:
75,898,127 shares for it, accounting for 79.852588% of all the shares entitled to vote held
by the participating non-affiliated shareholders; 18,963,271 shares against it, accounting
for 19.951299 % of all the shares entitled to vote held by the participating non-affiliated
shareholders; 186,401 shares abstained (among them, 98,100 shares are considered as
abstained due to non-voting), accounting for 0.196113% of all the shares entitled to vote
held by the participating non-affiliated shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
66,500 shares for it, accounting for 0.954999% of all the shares entitled to vote held by the
participating B-share shareholders; 6,895,860 shares against it, accounting for 99.030640%
of all the shares entitled to vote held by the participating B-share shareholders; 1,000 shares
abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.014361% of all the shares entitled to vote held by the participating B-
share shareholders.
(2) Voting Summary of Mid-small Shareholders:
75,898,127 shares for it, accounting for 79.852588% of all the shares entitled to vote held
by the participating Mid-small shareholders; 18,963,271 shares against it, accounting for
19.951299% of all the shares entitled to vote held by the participating Mid-small
shareholders; 186,401 shares abstained (among them, 98,100 shares are considered as
abstained due to non-voting), accounting for 0.196113% of all the shares entitled to vote
held by Mid-small shareholders present.
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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 non-affiliated
shareholders.
The above proposals were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on November 7, 2024.
V. Legal Opinion
1. Name of the law firm: Tian Yuan Law Firm
2. Names of the lawyers: Chen Zhusha, Lin Qianhui
3. Conclusive opinion:
In the lawyers’ opinion, the convening and holding procedures comply with laws,
administrative regulations, the Rules for the Shareholders’ Meetings of Listed Companies,
and the Articles of Association of the Company; the qualification of the convener and
attendees are legitimate and valid; the voting procedures and voting results of the meeting
are legitimate and valid.
VI. Documents for Reference
1. Resolutions of the 3rd Interim Shareholders Meeting in 2024;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
November 23, 2024
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