Stock Code: 000553(200553) Stock Abbreviation: Sanonda A(B)
Announcement No. 2018-51
Hubei Sanonda Co., Ltd.
Announcement of the Resolutions of the
9th
Meeting of the
8th
Session of the Board of Directors
The Company and all members of its Board of Directors confirm that all the
information disclosed herein is true, accurate, and complete with no false or
misleading statement or material omission.
The
9th
Meeting of the
8th
Session of the Board of Directors of Hubei Sanonda Co., Ltd. (hereinafter referred to as “Company”) was held via circulation of the resolutions on December 10, 2018 following notifications to all the directors by email. Five directors were entitled to participate in the circulation and five directors participated.
The meeting complied with all relevant laws, regulations and the Articles of Association of the Company. The following resolutions were adopted:
1. Proposal on the Change of Company Name and the Stock Abbreviations
As the final milestone in the combination of Adama Agricultural Solutions Ltd. and the Company, and to demonstrate the two companies coming together under ADAMA, the Hebrew word for "earth" or "soil", as a single global brand reflecting theCompany’s farmer-centric focus and its commitment to advancing agriculture in markets around the world, the Board of Directors approved the change of theCompany’s name and stock abbreviations as follows:
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|||Current Name||New Name|
|Company’s ChineseName|湖北沙隆达股份有限公司||安道麦股份有限公司||
|Abbreviation ofCompany’s ChineseName|沙隆达||安道麦||
|Company’s EnglishName|Hubei Sanonda Co., Ltd.||ADAMA Ltd.||

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|Abbreviation ofCompany’s EnglishName|Sanonda|ADAMA|
|Stock Abbreviation ofA Share (Chinese)|沙隆达 A|安道麦 A|
|Stock Abbreviation ofA Share (English)|Sanonda A|ADAMA A|
|Stock Abbreviation of BShare (Chinese)|沙隆达 B|安道麦 B|
|Stock Abbreviation of BShare (English)|Sanonda B|ADAMA B|

The Board of Directors requests the shareholders meeting to authorize the management of the Company to deal with the matters related to the change of the company name and the stock abbreviations, including but not limited to the work related to changing the Company name in various certificates, licenses, registrations, Company policy documents, as well as the application of the new Company seals.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. TheCompany’s independent directors gave independent opinion on the above proposal. The detailed opinion is disclosed on the website of Juchao Information (http://www.cinfo.com.cn) on the same day.
This proposal needs to be submitted to the shareholders meeting for approval.
2. Proposal on the Revisions of the Articles of Association
Due to the change of theCompany’s name, the Board of Directors approved the following revisions to the Articles of Association of the Company:
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||Current||Revised|
|Article 1 These Articles ofAssociation of Hubei Sanonda Co., Ltd.(hereinafter referred to as “Company”) areformulated pursuant to the Company Lawof the People's Republic China(hereinafter referred to as “CompanyLaw”), the Securities Law of the People'sRepublic of China (hereinafter referred toas “Securities Law”) and other related||Article 1 These Articles ofAssociation of ADAMA Ltd.(hereinafter referred to as “Company”)are formulated pursuant to theCompany Law of the People'sRepublic China (hereinafter referredto as “Company Law”), the SecuritiesLaw of the People's Republic of China(hereinafter referred to as “Securities||

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|provisions, with a view to safeguardingthe legitimate rights and interests of theCompany, its shareholdings and creditors,and regulating the organizationalstructures and acts of the Company.|Law”) and other related provisions,with a view to safeguarding thelegitimate rights and interests of theCompany, its shareholdings andcreditors, and regulating theorganizational structures and acts ofthe Company.|
|Article 2 The Company was restructuredfrom former Shashi Pesticide Factory ofHubei Province as a company limited byshares (hereinafter referred to as“company”) in accordance with theCompany Law and other relevantprovisions.As approved in “E Gai [1992]02”Document issued by the Commission forEconomic Restructuring of HubeiProvince, the company is established asper raising capital by private placement,registered with the Administration forIndustry and Commerce at HubeiProvince, and obtained its businesslicense, the number of which is Qi Gu EZong Zi No. 002523.|Article 2 The Company wasrestructured from former ShashiPesticide Factory of Hubei Province asa company limited by shares(hereinafter referred to as “company”)in accordance with the Company Lawand other relevant provisions.As approved in “E Gai [1992]02”Document issued by the Commissionfor Economic Restructuring of HubeiProvince, the company is establishedas per raising capital by privateplacement, registered with theAdministration for Industry andCommerce at Hubei Province, andobtained its business license. Thesocial credit code of the Company is91420000706962287Q.|
|Article 4 Registered name of theCompanyFull name in Chinese: 湖北沙隆达股份有限公司Full name in English: HUBEISANONDA CO., LTD.|Article 4 Registered name ofthe CompanyFull name in Chinese: 安 道 麦 股份有限公司Full name in English: ADAMA Ltd.|
|Article 18 In August, 1992, theBureau for State Property Administrationof Shashi, Hubei Province converted netoperating assets in total amount ofRenminbi 60,764,900 into capitalcontribution as 59,663,400 State shares,and raised capital by private placementfrom the employees, who subscribed15,270,500 shares to establish HubeiSanonda Co., Ltd.|Article 18 In August, 1992, theBureau for State PropertyAdministration of Shashi, HubeiProvince converted net operatingassets in total amount of Renminbi60,764,900 into capital contribution as59,663,400 State shares, and raisedcapital by private placement from theemployees, who subscribed15,270,500 shares to establish theCompany.|

All other articles of the Articles of Association remain unchanged.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. This proposal needs to be submitted to the shareholders meeting for approval.
3. Proposal on the Customary Extension of Liability Insurance Policies for Directors, Supervisors and Senior Executives
The Company engages regularly in annualD&O liability insurance policies and plans to extend the policy covered by the proposal approved by the
22nd
Board Meeting of the 7th
Board and the
4th
Interim Shareholders Meeting in 2017 (hereinafter referred to as “original policy”).
The Board of Directors submitted to the shareholders meeting the authorization of the Company's management to annually deal with all matters relating to renewal/extension of the customaryD&O liability insurance policies, with up to20% flexibility in the relevant terms of the original policy.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. This proposal needs to be submitted to the shareholders meeting for approval.
4. Proposal on Calling for the
3rd
Interim Shareholders Meeting of 2018
The Board of Directors calls for the
3rd
interim shareholders meeting of 2018 to be held on December 26, 2018, at which a voting will be conducted by a combination of on-site votes and online votes, to consider the above three proposals.
This proposal was passed with 5 affirmative votes, 0 negative votes, and 0 abstentions. This announcement is hereby made.
Board of Directors of Hubei Sanonda Co., Ltd. December 10, 2018