佳纳信息港摘要：安道麦B(200553):召开2024年第三次临时股东大会的提示性公告（英文版）……
安道麦B(200553):召开2024年第三次临时股东大会的提示性公告（英文版）
时间：2024年11月20日 19:50:41 中财网
原标题:安道麦B:关于召开2024年第三次临时股东大会的提示性公告（英文版）
ADAMA Ltd.
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Indicative Announcement on the 3 Interim Shareholders
Meeting in 2024
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.
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ADAMA Ltd. (hereinafter referred to as the “Company”) disclosed the Notice of the 3 Interim Shareholders Meeting in 2024 (Announcement No.: 2024-56) on and Securities Times as well as China Securities Journal on November 7, 2024. The shareholders’ meeting is convened by a combination of on-site voting and online voting. To protect the legitimate rights and interests of investors and facilitate shareholders to exercise their voting rights, we hereby inform you of the matters relating to the shareholders’ meeting as follows.
I. Basic Information of the Meeting
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1. This is the 3 Interim Shareholders Meeting in 2024.
2. Convener: Board of Directors. The Company passed a proposal on calling for the rd th th
3 Interim Shareholders Meeting in 2024 on the 7 Meeting of the 10 Session of the Board of the Company on November 6, 2024.
3. The meeting is in line with the relevant laws, administrative regulations, regulatory documents and relevant provisions of the Articles of Association of the Company. 4. Nature of the meeting: shareholders can vote through on-site voting and online voting. 1
For each share, either on-site voting or online voting can be used. If repeated voting for the same share occurs, the first voting shall prevail.
5. Time of the Meeting:
(1) On-site meeting: starts at 14:30 on November 22, 2024.
(2) Online voting: November 22, 2024. The online voting via the trading system of the 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 November 22, 2024; the 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 November 22, 2024.
6. Record day of the meeting: November 19, 2024
B-share shareholders can vote only if they purchase the Company’s shares on or prior to November 14, 2024.
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.
Shareholder Syngenta Group Co., Ltd. is a related party of the Company and shall refrain from the voting on the proposal 1, proposal 5 and proposal 6. (2) Directors, supervisors and senior executives of the Company; (3) Attorney engaged by the Company;
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(4) Other invitees invited by the convener.
8. Location:
6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang, Beijing, China II. Proposal
Coding list of the shareholders’ meeting proposals is as followed:
NO. Proposals Note
The proposal with a “√” in this column can be voted
100 All Proposals (excluding the cumulative voting proposals) √
Non-cumulative Voting Proposals
1.00 Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. √
2.00 Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company √
3.00 Proposal on Revisions to the Rules of Procedures of the Board of Directors √
4.00 Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors √
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5.00 Proposal on New Credit Facility from the Related Party √
6.00 Proposal on Signing of the Entrusted Management Agreement with Related Parties √
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The above proposals 1 to 5 were passed by the 7 meeting of the 10 session of the Board of Directors; proposal 6 is submitted to the shareholders for deliberation and approval because the number of non-related directors attending the Board meeting was less than three. Please refer to the announcements which were disclosed by the Note:
1. As special resolution, approval of proposal 2 and proposal 3 shall require at least 2/3 of the voting rights represented by the attending shareholders. 2. The voting results of proposal 4 will take effect after the proposal 2 and proposal 3 are approved by the shareholders.
3. Only one independent director will be elected at this shareholders' meeting, and the cumulative voting system is not applicable.
The proposal for the candidate for independent director shall be submitted to the shareholders' meeting for approval only upon the candidate has been filed with the Shenzhen Stock Exchange and there is no objection thereto.
4. The voting of Mid-small shareholders shall be counted separately and disclosed. III. Registration of the on-site Meeting
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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 November 21, 2024. Please confirm by telephone after sending the mail or fax. Registration through telephone is not accepted.
2. Date: 9:30-16:30 (during the working days), from November 20 to November 21, 2024.
3. Place:
Office of the Company, 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
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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 a day, the transportation and boarding expenses for attendance shall be borne by the participants themselves. IV. Operation Process of Online Voting:
In the shareholders’ meeting, shareholders can participate in the voting through the trading system or the online voting system () of the Shenzhen Stock Exchange. For more details, please refer to attachment 1. V. Documents available for reference
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1. Resolutions of the 7 Meeting of the 10 Session of the Board of the Directors. 2. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of ADAMA Ltd.
November 21, 2024
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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 the Shenzhen Stock Exchange Trading Program
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on November 22, 2024. 2. Shareholders can enter into the trading system to vote.
III. Vote via the Shenzhen Stock Exchange Online Voting System 1. The online voting via the online voting system of the Shenzhen Stock Exchange will start at 9:15 a.m. on November 22, 2024(the day on which the on-site meeting is held) and end at 3:00 p.m. on November 22, 2024(the day on which the on-site meeting ends).
2. Shareholders voting through the 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 7
3. Shareholders can log into with the Shenzhen Digital Certificate or Shenzhen Investor Service to vote within the time period required by the Shenzhen Stock Exchange online voting system.
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Attachment 2
Power of attorney
I hereby authorize Mr./Ms._________ to attend and vote in the 3rd Interim Shareholders Meeting of ADAMA Ltd. on November 22, 2024. The voting opinion is as followed:
NO. Proposals Note Voting Opinions
The proposal with a “√” in this column can be voted For Against Waived
100 All Proposals (excluding the cumulative voting proposals) √
Non-cumulative Voting Proposals
1.00 Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. √
2.00 Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company √
3.00 Proposal on Revisions to the Rules of Procedures of the Board of Directors √
4.00 Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors √
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5.00 Proposal on New Credit Facility from the Related Party √
6.00 Proposal on Signing of the Entrusted Management Agreement with Related Parties √
（Note：For non-cumulative voting, Choose “√” if you vote for the resolution , “×” if you vote against the resolution or waive.）
Consignor:
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 continue to be in effect till the end of the abovementioned shareholders meeting. 10
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