200553安道麦B：2020年度股东大会决议公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2021-22
ADAMA Ltd.
Announcement on the Resolutions of 2020 Annual
General Meeting
I. Important Notice
1.No proposal was vetoed at the meeting.
2.The meeting didn’t change any resolution made by the previous shareholders
meetings.
II. Holding of the Meeting
1. Time of the On-site Meeting: starts at 14:30 on May 21, 2021
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: Erik Fyrwald
6. Time/Date of Online Voting:
Online voting: online voting via the trading system of Shenzhen Stock Exchange will be from 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 21, 2021; online voting via the online voting system of the Shenzhen Stock Exchange will be any time from 9:15 a.m. to 3:00 p.m. on May 21, 2021.
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
18 shareholders participated in the on-site meeting or via online voting system, representing 1,763,069,700 shares, accounting for 75.2124% of the Company’s total shares. Among them, 7 shareholders participated in the on-site meeting, representing 2,417,491 shares, accounting for 0.1031% of the Company’s total shares and 11 shareholders participated via online voting system, representing 1,760,652,209 shares, accounting for 75.1093% of the Company’s total shares.
2. Attendance of B-share Shareholders
8 B-share shareholders participated in the on-site meeting or via online voting system, representing 2,419,391 shares, accounting for 1.4483% of the Company’s total B shares. Among them, 7 shareholders participated in the on-site meeting, representing 2,417,491 shares, accounting for 1.4472% of the Company’s total B shares and 1 shareholders participated via online voting system, representing 1,900 shares, accounting for 0.0011% of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
17 Mid-small shareholders participated in the on-site meeting or via online voting system, representing 54,618,941 shares, accounting for 2.3300% of the Company’s total shares. Among them,7 shareholders participated in the on-site meeting, representing 2,417,491 shares, accounting for 0.1031% of the Company’s total shares and 10 shareholders
participated via online voting system, representing 52,201,450 shares, accounting for 2.2269% of the Company’s total shares.
The directors, supervisors and some 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 2020 Annual Report and its Abstract
1.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
1.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
2.Proposal on the 2020 Financial Statements
2.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
2.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
3.Proposal on the Pre-Plan of the 2020 Dividend Distribution
3.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
3.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
4.Proposal on the Self-Assessment report on the 2020 Internal Control of the
Company
4.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all
the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
4.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
5.Proposal on the 2020 Working Report of the Board of Directors
5.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
5.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
6.Proposal on the Engagement with an Audit Firm for the Audit of the Financial
Statements and Internal Control of the Company for 2021
6.1 V oting Summary:
1,762,730,907 shares for it, accounting for 99.9808% of all the shares entitled to vote held by the participating shareholders; 338,793 shares against it, accounting for 0.0192% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of
all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,280,148 shares for it, accounting for 99.3797% of all the shares entitled to vote held by the participating Mid-small shareholders; 338,793 shares against it, accounting for 0.6203% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
6.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
7.Proposal on the Expected Related Party Transactions in the Ordinary Course of
Business in 2021
The proposal is a related-party matter. As Syngenta Group 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 1,708,450,759 shares and 119,687,202 shares of the Company respectively. Such affiliated shareholders refrained from voting on this proposal.
7.1 V oting Summary:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
7.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
8.Proposal on the 2020 Working Report of the Board of Supervisors
8.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting),
accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
8.2 V oting Result: As a general resolution, this proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders.
9.Proposal on the Cancellation of the Repurchased Shares and the Subsequent
Decrease of the Registered Capital of the Company
9.1 V oting Summary:
1,763,069,699 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,419,391 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,618,940 shares for it, accounting for 100.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares against it, accounting for 0.0000% of all the shares entitled to vote held by the participating Mid-small shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
9.2 V oting Result: As a special resolution, this proposal has been approved with more than 2/3 of the total number of shares entitled to vote held by the participating shareholders.
10.Proposal on Revisions to the Articles of Association of the Company
10.1 V oting Summary:
1,763,067,799 shares for it, accounting for 99.9999% of all the shares entitled to vote held by the participating shareholders; 1,900 shares against it, accounting for 0.0001% of all the shares entitled to vote held by the participating shareholders; 1 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders; 1,900 shares against it, accounting for 0.0785% of all the shares entitled to vote held by the participating B-share shareholders; 0 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,617,040 shares for it, accounting for 99.9965% of all the shares entitled to vote held by the participating Mid-small shareholders; 1,900 shares against it, accounting for 0.0035% of all the shares entitled to vote held by the participating Mid-small shareholders; 1 shares abstained (among them, 0 shares are considered as abstained due
to non-voting), accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholders present.
10.2 V oting Result: As a special resolution, this proposal has been approved with more than 2/3 of the total number of shares entitled to vote held by the participating shareholders.
11.Proposal on the Nomination of Non-Independent Directors to Compose the 9th
Session of the Board of Directors
The proposal adopted the cumulative voting system, in which each non-independent director is voted for separately.
11.01Elect Mr. Erik Fyrwald as a non-independent director of the 9th session of the
Board of Directors
1.1 V oting Summary:
1,762,762,207 shares for it, accounting for 99.9826% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,311,448 shares for it, accounting for 99.4370% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. Erik Fyrwald is elected as a non-independent director of the 9th session of Board of Directors.
11.02 Elect Mr. Chen Lichtenstein as a non-independent director of the 9th session of the Board of Directors
1.1 V oting Summary:
1,762,762,207 shares for it, accounting for 99.9826% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,311,448 shares for it, accounting for 99.4370% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. Chen Lichtenstein is elected as a non-independent director of the 9th session of Board of Directors.
11.03 Elect Mr. An Liru as a non-independent director of the 9th session of the Board of Directors
1.1 V oting Summary:
1,762,728,910 shares for it, accounting for 99.9807% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,278,151 shares for it, accounting for 99.3761% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. An Liru is elected as a non-independent director of the 9th session of Board of Directors.
12.Proposal on the Nomination of Non-Independent Directors to Compose the 9th
Session of the Board of Directors
The proposal adopted the cumulative voting system, in which each independent director is voted for separately. The qualifications of the independent director candidates have been reviewed by Shenzhen Stock Exchange.
12.01 Elect Mr. Ge Ming as an independent director of the 9th session of the Board of Directors
1.1 V oting Summary:
1,762,762,209 shares for it, accounting for 99.9826% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,311,450 shares for it, accounting for 99.4370% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. Ge Ming is elected as an independent director of the 9th session of Board of Directors.
12.02 Elect Mr. Xi Zhen as an independent director of the 9th session of the Board of Directors
1.1 V oting Summary:
1,763,067,699 shares for it, accounting for 99.9999% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,616,940 shares for it, accounting for 99.9963% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. Xi Zhen is elected as an independent director of the 9th session of Board of Directors.
13.Proposal on the Nomination of Non-employee Supervisors to Compose the 9th
Session of the Board of Supervisors
The proposal adopted the cumulative voting system, in which each non-employee supervisor is voted for separately.
13.01 Elect Mr. Liu Jianhua as a non-employee supervisor of the 9th session of the Board of Supervisors
1.1 V oting Summary:
1,762,727,908 shares for it, accounting for 99.9806% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,277,149 shares for it, accounting for 99.3742% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Mr. Liu Jianhua is elected as a non-employee supervisor of the 9th session of the Board of Supervisors.
13.02 Elect Ms. Yuan Yuan as a non-employee supervisor of the 9th session of the Board of Supervisors
1.1 V oting Summary:
1,763,066,702 shares for it, accounting for 99.9998% of all the shares entitled to vote held by the participating shareholders. Among them:
(1) V oting Summary of B-share Shareholders:
2,417,491 shares for it, accounting for 99.9215% of all the shares entitled to vote held by the participating B-share shareholders.
(2) V oting Summary of Mid-small Shareholders:
54,615,943 shares for it, accounting for 99.9945% of all the shares entitled to vote held by the participating Mid-small shareholders.
1.2 V oting Result: As a general resolution, this sub-proposal has been approved with more than 50% of the total number of shares entitled to vote held by the participating shareholders. Ms. Yuan Yuan is elected as a non-employee supervisor of the 9th session of the Board of Supervisors.
The above proposals were disclosed on the website of Juchao Information () on March 31, 2021 and April 29, 2021.
V. Legal Opinion。