Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2019-14 ADAMA Ltd.
Announcement of Resolutions of the
12th
Meeting of the
8th
Session of the Board of Directors
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.
The
12th
Meeting of the
8th
Session of the Board of Directors of ADAMA Ltd. (hereinafter referred to as the “Company”) was held via on-site and video conference meeting on March 19, 2019 following notifications to all the directors by email. Five directors were entitled to attend the meeting and five directors attended.
The meeting complies with all relevant laws, regulations and the Articles of Association of the Company. The following resolutions were deliberated and adopted: 1. Proposal on the 2018 Annual Report and its Abstract
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the 2018 Annual Report and its Abstract disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
2. Proposal on the 2018 Working Report of the Board of Directors
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to Section IX of the 2018 Annual Report disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
3. Proposal on the 2018 Financial Statements
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the relevant sections of the 2018 Annual Report disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
4. Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company
The Company reengages Deloitte Touche Tohmatsu Certified Public Accountants LLP (hereinafter referred to as “Deloitte”) as the auditor of the Company for 2019 annual financial reports and 2019 annual internal control of the Company. Upon the subsequent authorization of the Shareholders the corresponding expenditures with respect to such auditing services will be approved by the Board of Directors .
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. This proposal is subject to the approval of the Shareholders.
5. Proposal on the Pre-Plan of the 2018 Dividend Distribution
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit attributable to stakeholders of the Company is RMB 2,402,462,000. After deduction of the transfer to statutory surplus reserve of10% of the net profit on a standalone basis of the reporting period which is RMB 32,339,000, profit available for distribution for the year 2018 is RMB 2,370,123,000.
The proposal for profit distribution and transfer of reserves into equity capital for the year 2018 is a distribution of10% of the total profit available for distribution, calculated as follows:
Taking the total outstanding 2,446,553,582 shares of the Company dated February 28, 2019 as the basis, to distribute RMB0.97 (including tax) per 10 shares as cash dividend to all shareholders, resulting in a total cash dividend of RMB237,315,697.45 (including tax), and zero shares as share dividend, as well as no reserve transferred to equity capital.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. This proposal is subject to the approval of the Shareholders.
6. Proposal on the Acquisition of100% of the Equity Interests in Jiangsu Anpon Electrochemical Co., Ltd., in a Related-Party Transaction
The related-directors Yang Xingqiang and An Liru refrained from the vote. This proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to the Announcement on the Acquisition of100% of the Equity Interests in Jiangsu Anpon Electrochemical Co., Ltd., in a Related-Party Transaction, disclosed on March 21, 2019.
7. Proposal on the Change of Certain Designated Projects Included in the Project of Share Issuance for Assets Purchase and Supporting Finance
The related-directors Yang Xingqiang and An Liru refrained from the vote. This proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to the Announcement on the Change of Certain Designated Projects disclosed on March 21, 2019.
This proposal is subject to the approval of the Shareholders.
8. Proposal on the Change in the Accounting Policy
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the Announcement on the Change in the Accounting Policy disclosed on March 21, 2019.
9. Proposal on the Self-Assessment report on the 2018 Internal Control of the Company
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the report disclosed on March 21, 2019.
10. Proposal on the Special Report on Annual Fund-raising and Actual Use of Funds
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the report disclosed on March 21, 2019.
11. Proposal on the Explanation of the Difference between Actual Profit and Profit Forecast of ADAMA Agricultural Solutions Ltd. for the Year of 2018
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions. For details, please refer to the explanation disclosed on March 21, 2019.
12. Proposal on the Bank Loans
Based on theCompany’s business and development plans, and low leverage, the Company plans to receive certain loans from banks to meet theCompany’s demands on the working capital and investments.
Authorize the President and CEO of the Company to deal with the issues related to the above loans and sign the relevant legal documents.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
13. Proposal on the 2018 Risk Appraisal Report of ChemChina Financial Company
The related-directors Yang Xingqiang and An Liru refrained from the vote. This proposal was passed with 3 affirmative votes, 0 negative vote and 0 abstention. For details, please refer to the Report disclosed on March 21, 2019.
14. Proposal on the Acknowledgment on the Payment of the 2018 Bonus of Senior Executives by a subsidiary
Based on the Remuneration Policy for the Senior Executives and the actual situation of the Company business operation, the Board of Directors acknowledge the payment of the bonus of the three senior executives, ChenLichtenstein、AviramLahav、 Michal Arlosoroff by the subsidiary, Adama Agricultural Solutions Ltd..
The related-directors Chen Lichtenstein refrained from the vote. This proposal was passed with 4 affirmative votes, 0 negative vote and 0 abstention.
15.Proposal on Calling for the 2018 Annual General Meeting
The Board of Directors calls for the 2018 Annual General meeting to be held on April 10, 2019, at which a voting will be conducted by a combination of on-site votes and online votes, to consider proposals 1 to 4, proposal 6, and proposal 1 approved by the
8th
meeting of the
8th
session of the Board of Supervisors.
This proposal was passed with 5 affirmative votes, 0 negative votes and 0 abstentions.
16. Presenting of the 2018 Working Reports of the Independent Directors
After the review of the above proposals, 2018 Working Reports of the Independent Directors were presented to the meeting.
TheCompany’s independent directors provided independent opinions on the proposals No.4 to No.10, No.14. The detailed opinions were disclosed on the website of Juchao Information (http://www.cinfo.com.cn) on March 21, 2019.
It is hereby announced.
Board of Directors of ADAMA Ltd. March 21, 2019