Stock Code:000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2019-54
ADAMA Ltd.
Announcement on the Acquisitionof 50% ofthe Equity Interests in
ShanghaiDibai PlantProtection Co., Ltd.
The Company and all members of the Company’s Board of Directors confirm that all
information disclosed herein is true, accurate and complete, with no false or
misleadingstatement or materialomission.
Please be aware:
1. In this Transaction (as defined below), the estimated purchase price of 50% of
the equity interests in Shanghai Dibai Plant Protection Co., Ltd. (“Dibai” or “Target
Company”) after completion of its Restructuring (as defined below) (“Target
Equities”) shall be RMB 370 million, and the final purchase price shall be determined
based on the net debt of Dibai at Closing Date (as defined below) in accordance with
the EPA (as defined below), and is subject to the appraisal report on the Target
Equities (as defined below) duly filed with the government entities to the ADAMA
Ltd. (“Company”) in charge of supervision and administration of state-owned assets
or authorized entities (“Government Entities”) (“Appraisal Report”).
2. This Transaction requires further approvalof the Government Entities.
3. Required government review from the perspective of anti-trust law in relation
to this Transaction shall be completed.
4. This Transaction shall further be approved by the shareholders meeting of
Jiangsu Huifeng AgrochemicalCo., Ltd. (“Huifeng”).
I. Overviewof the Transaction
1. On January 10, 2019, the Company and Huifeng signed the Memorandum of
Understanding on the Acquisition of Certain Assets (“Memorandum of
Understanding”), which has beenpublicly announced by the Company on the website
http://www.cninfo.com.cn on January 11, 2019 (Announcement No.: 2019-5). As an
important implementation step of the Memorandum of Understanding, the Company
executed Equity Purchase Agreement (“EPA”) with Huifeng on November 6, 2019,
according to which the Company intends to acquire the Target Equities after
completion of the Restructuring and the Company agrees to purchase the Target
Equities for an estimated purchase price of RMB 370 million. The final purchase
price shall be determined based on the net debt of Dibai at Closing Date inaccordance
with the EPA, and is subject to the Appraisal Report (“Transaction”). Following the
completion of this Transaction, the Company will hold 50% of the equity interests in
reorganized Dibai.
2. On November 5, 2019, the 18th Meeting of the 8th session of the Board of
Directors of the Companyapproved the Proposal and Context ofon the Acquisitionof
50% ofthe Equity Interests in Shanghai DibaiPlant ProtectionCo., Ltd., the domestic
distributionarm of Jiangsu Huifeng Agrochemical Co., Ltd. Among the five directors
of the Company, there were five affirmative votes, zero negative votes and zero
abstentions. The Transaction is within the approval line of the Board of Directors and
is not subject to the approval ofthe shareholders.
3. This Transaction does neither constitute a related-party transaction nor a
material asset restructuring as stipulated by the Administrative Measures on
Significant Asset Restructuringof Listed Companies.
4. The Appraisal Report on the Target Equities of this Transaction shall be duly
filed withthe Government Entities.
5. This Transactionrequires further approvalof the Government Entities.
6. Required government review from the perspective of anti-trust law in relation
to this Transaction shall be completed.
7. This Transaction shall further be approved by the shareholders meeting of
Huifeng.
8. The Company will timely disclose the relevant information according to the
progress of this Transaction.
II. Basic Informationof the Counterparty
1. CompanyName: Jiangsu Huifeng AgrochemicalCo., Ltd.
2. Nature of Enterprise: Joint stock limited company (Listed, invested or
controlled by natural individual)
3. Date of Establishment: May26, 1989
4. Registered Capital: RMB 1,507,475,283
5. Legal Representative: ZhongHangen
6. Unified Social Credit Code:913209001407071551
7. Registered Address: South of Wanggangzha, Dafeng District, Yancheng C ity,
JiangsuProvince
8. Business Scope: Crop planting; producing pesticides and hazardous chemicals
(in accordance with safety permission opinions of establishment of construction
project of hazardous chemicaland approval opinions of environmental impact report);
technical consultation and service of insecticides, bactericides, BZQ and herbicides;
sales of chemical products (excluding pesticides and other hazardous chemicals), knit
goods, hardware, electric materials, daily groceries, daily necessities, woods, building
materials, electronic computers and accessories and agricultural
