Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B)
Announcement No. 2019-38
ADAMA Ltd.
Announcement of the Resolutions of the
2nd
Interim
Shareholders Meeting in 2019
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. No change was made to resolutions adopted in previous shareholders meetings.
II. Holding of the Meeting
1. Time of the On-site Meeting: 14:30 on May 30, 2019
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: Chairman Yang Xingqiang
6. Time/Date of Online Voting:
Online voting: online voting via the trading system of Shenzhen Stock Exchange will be from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 30, 2019; online voting via the online voting system of the Shenzhen Stock Exchange will be at any time from 3:00 p.m. on May 29, 2019 to 3:00 p.m. on May 30, 2019.
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
22 shareholders participated in the on-site meeting or via online voting system, representing 1,826,185,393 shares, accounting for74.6432% of theCompany’s total shares. Among them, 10 shareholders participated in the on-site meeting, representing 2,485,601 shares, accounting for0.1016% of theCompany’s total shares and 12 shareholders participated via online voting system, representing 1,823,699,792 shares, accounting for74.5416% of theCompany’s total shares.
2. Attendance of B-share Shareholders
11 B-share shareholders participated in the on-site meeting or via online voting system, representing 1,431,298 shares, accounting for0.8568% of theCompany’s total B shares. Among them, 8 shareholders participated in the on-site meeting, representing 1,046,879 shares, accounting for0.6267% of theCompany’s total B shares and 3 shareholders participated via online voting system, representing 384,419 shares, accounting for0.2301% of theCompany’s total B shares.
3. Attendance of Mid-small Shareholders
21 Mid-small shareholders participated in the on-site meeting or via online voting system, representing 15,302,354 shares, accounting for0.6255% of theCompany’s total shares. Among them, 10 shareholders participated in the on-site meeting, representing 2,485,601 shares, accounting for0.1016% of theCompany’s total shares and 11 shareholders participated via online voting system, representing 12,816,753 shares, accounting for0.5239% of theCompany’s total shares.
Some of the 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 New Expected Related-Party Transactions in the Ordinary Course of Business in 2019
The proposal is a related-party matter. As China National Agrochemical Co., Ltd and Jingzhou Sanonda Holding Co., Ltd are controlled by China National Chemical Co., Ltd which is the actual controller of the Company, they are affiliated shareholders of the Company, which hold 1,810,883,039 shares and 119,687,202 shares of the Company respectively. Such affiliated shareholders will refrain from voting on this proposal.
1.1 Voting Summary:
15,134,053 shares for it, accounting for98.9002% of all the shares held by the participating shareholders; 48,701 shares against it, accounting for0.3183% of all the shares held by the participating shareholders; 119,600 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for0.7816% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,311,698 shares for it, accounting for91.6439% of all the shares held by the participating B-share shareholders; 0 shares against it, accounting for0.0000% of all the shares held by the participating B-share shareholders; 119,600 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for8.3561% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
15,134,053 shares for it, accounting for98.9002% of all the shares held by the participating Mid-small shareholders; 48,701 shares against it, accounting for0.3183% of all the shares held by the participating Mid-small shareholders; 119,600 shares abstained
(among them, 0 shares considered as abstained due to non-voting), accounting for0.7816% of all the shares held by Mid-small shareholders present.
1.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating shareholders.
2. Proposal on the Signing of a Supplemental Financial Services Agreement with ChemChina Finance Co., Ltd.
The proposal is a related-party matter. As China National Agrochemical Co., Ltd and Jingzhou Sanonda Holding Co., Ltd are controlled by China National Chemical Co., Ltd which is the actual controller of the Company, they are affiliated shareholders of the Company, which hold 1,810,883,039 shares and 119,687,202 shares of the Company respectively. Such affiliated shareholders will refrain from voting on this proposal.
2.1 Voting Summary:
13,265,955 shares for it, accounting for86.6923% of all the shares held by the participating shareholders; 1,916,799 shares against it, accounting for12.5262% of all the shares held by the participating shareholders; 119,600 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for0.7816% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
264,819 shares for it, accounting for18.5020% of all the shares held by the participating B-share shareholders; 1,046,879 shares against it, accounting for73.1419% of all the shares held by the participating B-share shareholders; 119,600 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for8.3561% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
13,265,955 shares for it, accounting for86.6923% of all the shares held by the participating Mid-small shareholders; 1,916,799 shares against it, accounting for12.5262% of all the shares held by the participating Mid-small shareholders; 119,600 shares abstained (among them, 0 shares considered as abstained due to non-voting), accounting for0.7816% of all the shares held by Mid-small shareholders present.
2.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating shareholders.
3. Proposal on the Pre-Plan of the 2018 Dividend Distribution
3.1 Voting Summary:
1,826,017,092 shares for it, accounting for99.9908% of all the shares held by the participating shareholders; 168,301 shares against it, accounting for0.0092% of all the shares held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for0.0000% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,311,698 shares for it, accounting for91.6439% of all the shares held by the participating B-share shareholders; 119,600 shares against it, accounting for8.3561% of all the shares held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for0.0000% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
15,134,053 shares for it, accounting for98.9002% of all the shares held by the participating Mid-small shareholders; 168,301 shares against it, accounting for1.0998% of all the shares held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares considered as abstained due to non-voting), accounting for0.0000% of all the shares held by Mid-small shareholders present.
3.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating shareholders.
4. Proposal on Providing Guarantees in Favor of a Subsidiary
4.1 Voting Summary:
1,826,017,092 shares for it, accounting for99.9908% of all the shares held by the participating shareholders; 48,700 shares against it, accounting for0.0027% of all the
shares held by the participating shareholders; 119,601 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for0.0065% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,311,698 shares for it, accounting for91.6439% of all the shares held by the participating B-share shareholders; 0 shares against it, accounting for0.0000% of all the shares held by the participating B-share shareholders; 119,600 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for8.3561% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
15,134,053 shares for it, accounting for98.9002% of all the shares held by the participating Mid-small shareholders; 48,700 shares against it, accounting for0.3183% of all the shares held by the participating Mid-small shareholders; 119,601 shares abstained (among them, 0 shares considered as abstained due to non-voting), accounting for0.7816% of all the shares held by Mid-small shareholders present.
4.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating shareholders.
The above proposals were published on www.cninfo.com.cn on March 21, April 30, and May 18, 2019.
V. Legal Opinion
1. Name of the law firm: King& Wood Mallesons, Beijing
2. Names of the lawyers: Kang Yachen, Fan Qihui
3. Conclusive opinion:
In thelawyers’ 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 the
2nd
Interim Shareholders Meeting;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd. May 31, 2019