Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2019-26
ADAMA Ltd.
Announcement of the Resolutions of the 2018 Annual
Shareholders 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 meetingdidn’t change any resolution made by the previous shareholders meetings.
II. Holding of the Meeting
1. Time of the On-site Meeting: 14:30 on April 10, 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: Director An Liru
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 April 10, 2019; online voting via the online voting system of the Shenzhen Stock Exchange will be at any time from 3:00 p.m. on April 9, 2019 to 3:00 p.m. on April 10, 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
30 shareholders participated in the on-site meeting or via online voting system, representing 1,845,224,813 shares, accounting for75.4214% of theCompany’s total shares. Among them, 12 shareholders participated in the on-site meeting, representing 2,762,614 shares, accounting for0.1129% of theCompany’s total shares and 18 shareholders participated via online voting system, representing 1,842,462,199 shares, accounting for75.3085% of theCompany’s total shares.
2. Attendance of B-share Shareholders
10 B-share shareholders participated in the on-site meeting or via online voting system, representing 1,533,711 shares, accounting for0.9181％of theCompany’s total B shares. Among them, 9 shareholders participated in the on-site meeting, representing 1,323,792 shares, accounting for0.7925％of theCompany’s total B shares and 1 shareholders participated via online voting system, representing 209,919 shares, accounting for0.1257％ of theCompany’s total B shares.
3. Attendance of Mid-small Shareholders
29 Mid-small shareholders participated in the on-site meeting or via online voting system, representing 34,341,774 shares, accounting for1.4037％of theCompany’s total shares. Among them, 12 shareholders participated in the on-site meeting, representing 2,762,614 shares, accounting for0.1129％of theCompany’s total shares and 17 shareholders participated via online voting system, representing 31,579,160 shares, accounting for1.2908％ 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 the 2018 Annual Report and its Abstract
1.1 Voting Summary:
1,844,483,512 shares for it, accounting for99.9598％of all the shares held by the participating shareholders; 741,301 shares against it, accounting for0.0402％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:
1,533,711 shares for it, accounting for100.0000% 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; 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:
33,600,473 shares for it, accounting for97.8414% of all the shares held by the participating Mid-small shareholders; 741,301 shares against it, accounting for2.1586% 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.
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 2018 Working Report of the Board of Directors
2.1 Voting Summary:
1,844,474,812 shares for it, accounting for99.9594% of all the shares held by the participating shareholders; 750,001 shares against it, accounting for0.0406% 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:
1,525,011 shares for it, accounting for99.4327% of all the shares held by the participating B-share shareholders; 8,700 shares against it, accounting for0.5673% 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:
33,591,773 shares for it, accounting for97.8161% of all the shares held by the participating Mid-small shareholders; 750,001 shares against it, accounting for2.1839% 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.
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 2018 Financial Statements
3.1 Voting Summary:
1,844,468,812 shares for it, accounting for99.9590% of all the shares held by the participating shareholders; 747,301 shares against it, accounting for0.0405% of all the shares held by the participating shareholders; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.0005% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,525,011 shares for it, accounting for99.4327% 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; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.5673% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
33,585,773 shares for it, accounting for97.7986% of all the shares held by the participating Mid-small shareholders; 747,301 shares against it, accounting for2.1761% of all the shares held by the participating Mid-small shareholders; 8,700 shares abstained (among them, 8,700 shares considered as abstained due to non-voting), accounting for0.0253% 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 the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company
4.1 Voting Summary:
1,844,424,912 shares for it, accounting for99.9566% of all the shares held by the participating shareholders; 55,201 shares against it, accounting for0.0030% of all the shares held by the participating shareholders; 744,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.0404% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,525,011 shares for it, accounting for99.4327% 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; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.5673% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
33,541,873 shares for it, accounting for97.6708% of all the shares held by the participating Mid-small shareholders; 55,201 shares against it, accounting for0.1607% of all the shares held by the participating Mid-small shareholders; 744,700 shares abstained (among them, 8,700 shares considered as abstained due to non-voting), accounting for2.1685% 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.
5. Proposal on the 2018 Working Report of the Board of Supervisors
5.1 Voting Summary:
1,844,468,812 shares for it, accounting for99.9590% of all the shares held by the participating shareholders; 11,301 shares against it, accounting for0.0006% of all the shares held by the participating shareholders; 744,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.0404% of all the shares held by the participating shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,525,011 shares for it, accounting for99.4327% 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; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.5673% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
33,585,773 shares for it, accounting for97.7986% of all the shares held by the participating Mid-small shareholders; 11,301 shares against it, accounting for0.0329% of all the shares held by the participating Mid-small shareholders; 744,700 shares abstained (among them, 8,700 shares considered as abstained due to non-voting), accounting for2.1685% of all the shares held by Mid-small shareholders present.
5.2 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.
6. Proposal on the Change of Certain Designated Projects Included in the Project of Share Issuance for Assets Purchase and Supporting Finance
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.
6.1 Voting Summary:
33,480,873 shares for it, accounting for97.4931% of all the shares held by the participating non-related shareholders; 808,301 shares against it, accounting for2.3537% of all the shares held by the participating non-related shareholders; 52,600 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.1532% of all the shares held by the participating non-related shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,525,011 shares for it, accounting for99.4327% 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; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.5673% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
33,480,873 shares for it, accounting for97.4931% of all the shares held by the participating Mid-small shareholders; 808,301 shares against it, accounting for2.3537% of all the shares held by the participating Mid-small shareholders; 52,600 shares abstained (among them, 8,700 shares considered as abstained due to non-voting), accounting for0.1532% of all the shares held by Mid-small shareholders present.
6.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating non-related shareholders. 7. Proposal on an External Guarantee in a Related Party Transaction
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.
7.1 Voting Summary:
33,524,773 shares for it, accounting for97.6210% of all the shares held by the participating non-related shareholders; 72,301 shares against it, accounting for0.2105% of all the shares held by the participating non-related shareholders; 744,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for2.1685% of all the shares held by the participating non-related shareholders. Among them:
(1) Voting Summary of B-share Shareholders:
1,525,011 shares for it, accounting for 99.4327% 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; 8,700 shares abstained (among them, 8,700 shares are considered as abstained due to non-voting), accounting for0.5673% of all the shares held by the participating B-share shareholders
(2) Voting Summary of Mid-small Shareholders:
33,524,773 shares for it, accounting for97.6210% of all the shares held by the participating Mid-small shareholders; 72,301 shares against it, accounting for0.2105% of all the shares held by the participating Mid-small shareholders; 744,700 shares abstained (among them, 8,700 shares considered as abstained due to non-voting), accounting for2.1685% of all the shares held by Mid-small shareholders present.
7.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares held by the participating non-related shareholders. The above proposals were disclosed on the website of Juchao Information (http://www.cninfo.com.cn) on March 22 and March 30, 2019.
V. Legal Opinion
1. Name of the law firm: King& Wood Mallesons, Beijing
2. Names of the lawyers: Kang Yachen, Zhu Xiao
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 2018 Annual Shareholders Meeting;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd. April 11, 2019