安道麦B：2023年度股东大会决议公告(英文版)

查股网 2024-04-17 安道麦A(000553)公司公告

ADAMA Ltd.Announcement on the Resolutions of 2023 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.

3. On March 27th and April 8th, 2024, the Company disclosed the Notice of 2023 AnnualGeneral Meeting (Announcement No.2024-12) and the Notice of Adding a Proposal tothe Agenda of the 2023 Annual General Meeting (Announcement No.2024-15) on thewebsite of Juchao Information (http://www.cninfo.com.cn) respectively.II. Holding of the Meeting

1. Time of the On-site Meeting: starts at 14:30 on April 16, 2024

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: Qin Hengde

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2024-16

The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.

6. Time/Date of Online Voting:

Online voting: online voting via the trading system of Shenzhen Stock Exchange will befrom 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. onApril 16, 2024; online voting via the online voting system of the Shenzhen Stock Exchangewill be any time from 9:15 a.m. to 3:00 p.m. on April 16, 2024.

7. The convening and holding procedures comply with the Company Law, Rules of Listingof Shenzhen Stock Exchange and other laws and regulations, as well as the Articles ofAssociation of the Company.III. Attendance in the Meeting

1. Attendance of Shareholders

21 shareholders participated in the on-site meeting or via online voting system,representing 1,866,098,859 shares, accounting for 80.0966% of the Company’s total shares.Among them, 2 shareholders participated in the on-site meeting, representing 15,100 shares,accounting for 0.0006% of the Company’s total shares and 19 shareholders participated viaonline voting system, representing 1,866,083,759 shares, accounting for 80.0959% of theCompany’s total shares.

2. Attendance of B-share Shareholders

5 B-share shareholders participated in the on-site meeting or via online voting system,representing 641,312 shares, accounting for 0.4199% of the Company’s total B shares.Among them, 1 shareholder participated in the on-site meeting, representing 7,100 shares,accounting for 0.0046% of the Company’s total B shares and 4 shareholders participatedvia online voting system, representing 634,212 shares, accounting for 0.4152% of theCompany’s total B shares.

3. Attendance of Mid-small Shareholders

20 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 37,960,898 shares, accounting for 1.6294% of the Company’s total shares.Among them, 2 shareholders participated in the on-site meeting, representing 15,100 shares,accounting for 0.0006% of the Company’s total shares and 18 shareholders participated via

online voting system, representing 37,945,798 shares, accounting for 1.6287% of theCompany’s total shares.Some directors, supervisors and senior executives of the Company, as well as the lawyersengaged by the Company as witnesses attended the meeting.IV. Deliberation and Voting on the ProposalsThe following proposals were voted at the meeting by means of online and on-site voting:

1. Proposal on the 2023 Annual Report and its Abstract

1.1 Voting Summary:

1,864,858,447 shares for it, accounting for 99.9335% of all the shares entitled to vote heldby the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% ofall the shares entitled to vote held by the participating shareholders; 52,600 sharesabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0028% of all the shares entitled to vote held by the participating shareholders. Amongthem:

(1) Voting Summary of B-share Shareholders:

145,200 shares for it, accounting for 22.6411% of all the shares entitled to vote held by theparticipating B-share shareholders; 496,112 shares against it, accounting for 77.3589% ofall the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.

(2) Voting Summary of Mid-small Shareholders:

36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),accounting for 0.1386% of all the shares entitled to vote held by Mid-small shareholderspresent.

1.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

2. Proposal on the 2023 Financial Statements

2.1 Voting Summary:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

2.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

3. Proposal on the Pre-Plan of the 2023 Dividend Distribution

3.1 Voting Summary:

1,864,772,947 shares for it, accounting for 99.9289% of all the shares entitled to vote heldby the participating shareholders; 1,325,912 shares against it, accounting for 0.0711% ofall the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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) Voting Summary of B-share Shareholders:

7,100 shares for it, accounting for 1.1071% of all the shares entitled to vote held by theparticipating B-share shareholders; 634,212 shares against it, accounting for 98.8929% ofall the shares entitled to vote held by the participating B-share shareholders; 0 shareabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0000% of all the shares entitled to vote held by the participating B-share shareholders.

(2) Voting Summary of Mid-small Shareholders:

36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,325,912 shares against it, accounting for

3.4928% of all the shares entitled to vote held by the participating Mid-small shareholders;0 share abstained (among them, 0 share is considered as abstained due to non-voting),accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholderspresent.

3.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

4. Proposal on the Self-Assessment Report on the 2023 Internal Control of theCompany

4.1 Voting Summary:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

4.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

5. Proposal on the 2023 Working Report of the Board of Directors

5.1 Voting Summary:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

5.2 Voting Result: As a general resolution, this proposal has been approved with more than50% 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 FinancialStatements and Internal Control of the Company for 2024

6.1 Voting Summary:

1,864,720,347 shares for it, accounting for 99.9261% of all the shares entitled to vote heldby the participating shareholders; 1,325,912 shares against it, accounting for 0.0711% ofall the shares entitled to vote held by the participating shareholders; 52,600 sharesabstained (among them, 0 share is considered as abstained due to non-voting), accountingfor 0.0028% of all the shares entitled to vote held by the participating shareholders. Amongthem:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,582,386 shares for it, accounting for 96.3686% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,325,912 shares against it, accounting for

3.4928% of all the shares entitled to vote held by the participating Mid-small shareholders;52,600 shares abstained (among them, 0 share is considered as abstained due to non-voting),

accounting for 0.1386% of all the shares entitled to vote held by Mid-small shareholderspresent.

6.2 Voting Result: As a general resolution, this proposal has been approved with more than50% 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 ofBusiness in 2024The proposal is a related-party matter. As Syngenta Group Co., Ltd. is controlled bySinochem Holdings Corporation Ltd., constituting an affiliated shareholder of theCompany, and holds 1,828,137,961 shares of the Company. Such affiliated shareholderrefrained from voting on this proposal.

7.1 Voting Summary:

36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held bythe participating shareholders; 1,325,912 shares against it, accounting for 3.4928% of allthe shares entitled to vote held by the participating shareholders; 0 share abstained (amongthem, 0 share is considered as abstained due to non-voting), accounting for 0.0000% of allthe shares entitled to vote held by the participating shareholders. Among them:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,634,986 shares for it, accounting for 96.5072% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,325,912 shares against it, accounting for

7.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

8. Proposal on the 2023 Working Report of the Board of Supervisors

8.1 Voting Summary:

(1) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,720,486 shares for it, accounting for 96.7324% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

8.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.

9. Proposal on the Nomination of a Non-Independent Director of the 9th Session of

the Board of Directors

9.1 Voting Summary:

1,864,911,047 shares for it, accounting for 99.9363% of all the shares entitled to vote heldby the participating shareholders; 1,187,812 shares against it, accounting for 0.0637% ofall the shares entitled to vote held by the participating shareholders; 0 share abstained(among them, 0 share is 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) Voting Summary of B-share Shareholders:

(2) Voting Summary of Mid-small Shareholders:

36,773,086 shares for it, accounting for 96.8710% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,187,812 shares against it, accounting for

3.1290% of all the shares entitled to vote held by the participating Mid-small shareholders;0 share abstained (among them, 0 share is considered as abstained due to non-voting),accounting for 0.0000% of all the shares entitled to vote held by Mid-small shareholderspresent.

9.2 Voting Result: As a general resolution, this proposal has been approved with more than50% of the total number of shares entitled to vote held by the participating shareholders.Mr. Liu Hongsheng was elected as the non-independent director of the Company, startingfrom the date of approval by this shareholders’ meeting and until the expiration of the 9thsession of the Board of Directors of the Company.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on March 27 and April 8, 2024.V. Legal Opinion

1. Name of the law firm: King & Wood Mallesons, Beijing

2. Names of the lawyers: Wang Ningyuan, Pan Jun

3. Conclusive opinion:

In the lawyers’ opinion, the convening and holding procedures comply with the CompanyLaw, Rules for the Shareholders’ Meetings of Listed Companies, Notice of the ShenzhenStock Exchange on Issuing the Detailed Implementing Rules of the Shenzhen StockExchange for Online Voting at Shareholders’ Meetings of Listed Companies and otherapplicable laws and regulations, as well as the Articles of Association of the Company; thequalification of the convener and attendees are legitimate and valid; the voting proceduresand voting results of the meeting are legitimate and valid.VI. Documents for Reference

1. Resolutions of 2023 Annual General Meeting;

2. Legal Opinion on the Witnessing of the Shareholders Meeting.

This announcement is hereby made.

The Board of Directors of ADAMA Ltd.

April 17, 2024

附件：公告原文