Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2019-12 ADAMA Ltd.
Notice of the
1st
Interim Shareholders Meeting in
2019
The Company and all members of its board of directors hereby guarantee that the
contents of information disclosure are true, accurate, complete and without any
false record, misleading statements or major omissions.
I. Basic Information of the Meeting
1. This is the
1st
Interim Shareholders Meeting of 2019.
2. Convener: Board of Directors. The Company passed a proposal on calling for the 1st
Interim Shareholders Meeting of 2019 on the
11th
Meeting of the
8th
Session of the Board of the Company on February 21, 2019.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory documents and relevant provisions of the Articles of Association.
4. Way of the meeting: shareholders can vote through on-site voting and online voting.
For each share, either on-site voting or online voting can be used. If repeated voting by the same share occurs, the first voting result shall prevail.
5. Time of the Meeting:
(1) On-site meeting: starts at 14:30 on March 11, 2019.
(2) Online voting: the online voting via 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 March 11, 2019; the online voting via online voting system of Shenzhen Stock Exchange will be any time from 3:00 p.m. on March 10, 2019 to 3:00 p.m. on March 11, 2019.
6. Record day of the meeting: March 4, 2019
For B-share shareholders, they can vote only if they purchase theCompany’s shares on February 27, 2019 or before.
7. Attendance:
(1) All shareholders of the Company whose names appear on the registry of the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on the closing of the trading market on the record day are entitled to attend the meeting. Shareholders may also appoint proxies in writing to attend and vote. The proxies can be non-shareholders.
Shareholders China National Agrochemical Co., Ltd. and Jingzhou Sanonda Holdings Co., Ltd. are related parties of the Company and shall refrain from the voting.
(2) Directors, supervisors and senior executives of the Company;
(3) Attorney engaged by the Company;
(4) Other invitees invited by the convenor.
8. Location:
6F A7 Building, No.10, Chaoyang Park Sough Road, Beijing, Chaoyang, China
II. Proposal
1. Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2019
The above proposals were passed by the
11th
meetings of the
8th
session of the Board of Directors. Please see the announcements published on www.cninfo.com.cn on February 22, 2019.
The proposal is on related party transactions. As the related parties, China National Agrochemical Co., Ltd. and Jingzhou Sanonda Holdings Co., Ltd. will refrain from voting.
The voting of Mid-small shareholders shall be counted separately and disclosed.
公司对上述议案按照相关规定实施中小股东单独计票并披露投票结果。
III. Proposal Code
Table 1: coding list of theshareholders’ meeting proposals
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|-|-|-|-|-|-|
||||||Note|
||||||The proposal|
||NO.||Proposals||with a “√”|
||||||in this|
||||||column can|
||||||be voted|
|100||All proposals: except the non-cumulative votingproposals||√||
|Non-cumulative VotingProposals||||||
|1.00||Proposal on the Expected Related PartyTransactions in the Ordinary Course of Businessin 2019||√||

IV. Registration of the on-site Meeting
1. Way of Registration:
(1) for individual shareholders attending the meeting, personal ID card and shareholding certificates are needed; while attending the meeting by proxy, the attendant must hold the ID copy of the client, power of attorney, shareholding certificate along with ID of the proxy;
(2) for legal representatives of legal person shareholders attending the meeting, the copy of business license, certificate of identity of the legal representative and shareholding certificates are necessary; while attending the meeting by proxy, the attendant must hold the copy of the business license, certificate of identity of the legal representative, power of attorney, shareholding certificates along with ID of the proxy;
(3) shareholders from other locations can register via mail or fax before 16:30 on March 8, 2019. Please confirm by telephone after sending the mail or fax. Registration through telephone is not accepted.
2. Date: 8:30-16:30(during the working days), from March 7 to March 8, 2019.
3. Place:
Office of the Listco, 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing, China.
4.Contact：
Contact Person: Wang Zhujun, Guo Zhi
Telephone: (010) 56718110 Fax: (010)59246173
Address: 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing, China.
Post code: 100026
5. The on-site meeting will last for half of a day, the transportation and boarding expenses for attendance shall be borne by the participants themselves
V. Operation Process of Online Voting:
In theshareholders’ meeting, shareholders can participate in voting through the trading system and online voting system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. For more details, please refer to the attachment 1.
VI. Documents available for reference
1. The Resolutions of the
11th
Meeting of the
8th
Session of the Board of the Directors; 2. Other documents required by Shenzhen Stock Exchange.
Board of Directors 4
February 21, 2019 5
Attachment 1
The Operation Process of Online Voting
I. Online voting procedure
1. Voting code and abbreviation: Voting code “360553”; abbreviation “ADAMA voting”
2. Vote
For non-cumulative voting proposals, shareholders shall vote among: For, Against, and Waive.
II. Vote via Shenzhen Stock Exchange Trading Program
1. Voting time: 9:30-11:30 and 13:00-15:00 on March 11, 2019.
2. Shareholders can enter into the trading system to vote.
III. Vote via Shenzhen Stock Exchange Online Voting System
1. The online voting system shall be used from 3:00 p.m. on March 10, 2019 (one day before theshareholders’ meeting) to 3:00 p.m. on March 11, 2019 (same with the ending day of the shareholders meeting).
2. Shareholders voting through online voting system shall obtain Shenzhen Digital Certificate or Shenzhen Investor Service password in accordance with the Guidelines of Shenzhen stock exchange Investor Network Identity Authentication Service Business (April 2016) to provide of identity authentication. For detailed authentication process, please log into the online voting system http://wltp.cninfo.com.cn.
3. Shareholders can log into http://wltp.cninfo.com.cn with the Shenzhen Digital Certificate or Shenzhen Investor Service to vote within the time period required by the Shenzhen Stock Exchange online voting system.
Attachment 2
Power of attorney
I hereby authorizeMr./Ms._________ to attend and vote in the
1st
Interim Shareholders Meeting of ADAMA Ltd. on March 11, 2019. The voting opinion is as followed:
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|-|-|-|-|-|-|-|-|-|
||||||Note|Voting Opinions|||
||NO.||Proposals||||||
|||||||For|Against|Waived|
|100||All proposals: except thenon-cumulative votingproposals||√|||||
|Non-cumulativeVoting Proposals|||||||||
|1.00||Proposal on the ExpectedRelated Party Transactions inthe Ordinary Course ofBusiness in 2019||√|||||

（Note：For non-cumulative voting, Choose“√” if you vote for the resolution ,“×” if you vote against the resolution,“〇” if you waive; For cumulative voting, please fill in the number of the votes for thecandidates.）
Consigor:
ID card or business license number:
Shareholding account: Type and amount of shareholding:
Consignee: ID card number:
Delegation date:
This power of attorney shall come into effect from the date of issuance and shall invalid while the above mentioned Meeting ends.