Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2024-16
ADAMA Ltd.
Announcement on the Resolutions of 2023 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.
3. On March 27th and April 8th, 2024, the Company disclosed the Notice of 2023 Annual
General Meeting (Announcement No.2024-12) and the Notice of Adding a Proposal to
the Agenda of the 2023 Annual General Meeting (Announcement No.2024-15) on the
website of Juchao Information (http://www.cninfo.com.cn) respectively.
II. Holding of the Meeting
1. Time of the On-site Meeting: starts at 14:30 on April 16, 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
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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
April 16, 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 April 16, 2024.
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
21 shareholders participated in the on-site meeting or via online voting system,
representing 1,866,098,859 shares, accounting for 80.0966% of the Company’s total shares.
Among them, 2 shareholders participated in the on-site meeting, representing 15,100 shares,
accounting for 0.0006% of the Company’s total shares and 19 shareholders participated via
online voting system, representing 1,866,083,759 shares, accounting for 80.0959% of the
Company’s total shares.
2. Attendance of B-share Shareholders
5 B-share shareholders participated in the on-site meeting or via online voting system,
representing 641,312 shares, accounting for 0.4199% of the Company’s total B shares.
Among them, 1 shareholder participated in the on-site meeting, representing 7,100 shares,
accounting for 0.0046% of the Company’s total B shares and 4 shareholders participated
via online voting system, representing 634,212 shares, accounting for 0.4152% of the
Company’s total B shares.
3. Attendance of Mid-small Shareholders
20 Mid-small shareholders participated in the on-site meeting or via online voting system,
representing 37,960,898 shares, accounting for 1.6294% of the Company’s total shares.
Among them, 2 shareholders participated in the on-site meeting, representing 15,100 shares,
accounting for 0.0006% of the Company’s total shares and 18 shareholders participated via
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online voting system, representing 37,945,798 shares, accounting for 1.6287% of the
Company’s total shares.
Some directors, supervisors and 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 Proposals
The following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on the 2023 Annual Report and its Abstract
1.1 Voting Summary:
1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.1386% 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 shareholders.
2. Proposal on the 2023 Financial Statements
2.1 Voting Summary:
1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.1386% 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 2023 Dividend Distribution
3.1 Voting Summary:
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1,864,772,947 shares for it, accounting for 99.9289% of all the shares entitled to vote held
by the participating shareholders; 1,325,912 shares against it, accounting for 0.0711% of
all the shares entitled to vote held by the participating shareholders; 0 share abstained
(among them, 0 share is 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:
7,100 shares for it, accounting for 1.1071% of all the shares entitled to vote held by the
participating B-share shareholders; 634,212 shares against it, accounting for 98.8929% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,325,912 shares against it, accounting for
3.4928% of all the shares entitled to vote held by the participating Mid-small shareholders;
0 share abstained (among them, 0 share is 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 2023 Internal Control of the
Company
4.1 Voting Summary:
1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
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(1) Voting Summary of B-share Shareholders:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.1386% 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 2023 Working Report of the Board of Directors
5.1 Voting Summary:
1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.1386% 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 2024
6.1 Voting Summary:
1,864,720,347 shares for it, accounting for 99.9261% of all the shares entitled to vote held
by the participating shareholders; 1,325,912 shares against it, accounting for 0.0711% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
7,100 shares for it, accounting for 1.1071% of all the shares entitled to vote held by the
participating B-share shareholders; 634,212 shares against it, accounting for 98.8929% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,582,386 shares for it, accounting for 96.3686% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,325,912 shares against it, accounting for
3.4928% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
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accounting for 0.1386% 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 2024
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:
36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held by
the participating shareholders; 1,325,912 shares against it, accounting for 3.4928% of all
the shares entitled to vote held by the participating shareholders; 0 share abstained (among
them, 0 share is 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:
7,100 shares for it, accounting for 1.1071% of all the shares entitled to vote held by the
participating B-share shareholders; 634,212 shares against it, accounting for 98.8929% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,325,912 shares against it, accounting for
3.4928% of all the shares entitled to vote held by the participating Mid-small shareholders;
0 share abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders
present.
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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 2023 Working Report of the Board of Supervisors
8.1 Voting Summary:
1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 52,600 shares
abstained (among them, 0 share is 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:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),
accounting for 0.1386% 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.
9. Proposal on the Nomination of a Non-Independent Director of the 9th Session of
the Board of Directors
9.1 Voting Summary:
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1,864,911,047 shares for it, accounting for 99.9363% of all the shares entitled to vote held
by the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% of
all the shares entitled to vote held by the participating shareholders; 0 share abstained
(among them, 0 share is 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:
145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by the
participating B-share shareholders; 496,112 shares against it, accounting for 77.3589% of
all the shares entitled to vote held by the participating B-share shareholders; 0 share
abstained (among them, 0 share is 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:
36,773,086 shares for it, accounting for 96.8710% of all the shares entitled to vote held by
the participating Mid-small shareholders; 1,187,812 shares against it, accounting for
3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;
0 share abstained (among them, 0 share is 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 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. Liu Hongsheng was elected as the non-independent director of the Company, starting
from the date of approval by this shareholders’ meeting and until the expiration of the 9th
session of the Board of Directors of the Company.
The above proposals were disclosed on the website of Juchao Information
(http://www.cninfo.com.cn) on March 27 and April 8, 2024.
V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Wang Ningyuan, Pan Jun
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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 2023 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 17, 2024
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