Summary of Acquisition Report of
ADAMALtd.
CompanyName: ADAMA Ltd.
Listing Location: ShenzhenStock Exchange
Abbreviated Name: ADAMA A, ADAMA B
Ticker:000553.SZ，200553.SZ
Name of theAcquiring Company: ChemChina (Shanghai) Agricultural
Science and TechnologyCo., Ltd
Location: Unit 08 of the 30th Floor, No. 88 of Shiji Avenue, Shanghai Pilot
Free-Trade Zone ofChina
Address: Unit 08 of the 30th Floor, No. 88 of Shijidadao Avenue, Shanghai
Pilot Free-Trade Zone of China
Name of Persons Acting inConcert: Hubei Sanonda Co., Ltd.
Location:No. 93 of Beijing Donglu Road, Shashi District
Address: No. 93 of Beijing Donglu Road, Shashi District
Financial Consultant
Date of Signature: January, 2020
Statement of the Acquiring Company and
its Person Acting in Concert
I． The summary of the report is drafted according to laws, regulations and other regulatory
documents, such as the Securities Law of thePeople's Republic of China (hereinafter referred to as
the “Securities Law”), the Administrative Measures on the Acquisition of Listed Companies
(hereinafter referred to as “the Ac quisit ion Measures”) and Content and Format Guidelines of
Inf ormation Disclosure for Companies that Have Public Offering of Securities, Document No. 16,
About theAcquisition Report of Listed Companies (2014 Revision) and etc…
II. According to the Securities Law and theAcquisition Measures, the summary of thereport
has fully disclosed shares of ADAMA Ltd. (herein after referred as “ADAMA” or “the ListCo”)
held by the acquiring company and its person acting in concert. As of the signing date of this
report, the acquiring company and its person acting in concert did not have any interest of
ADAMAthrough any other means except theshareholding information d is c los ed in this summary
of the report.
III. The acquiring company and its person acting in concert have obtained the necessary
authorizat ion and approval to sign the summary of the report, and their performance does not
violate or conflict with any provisions in the articles of association or internal rules.
IV. The acquisition, which has already been approved by ChemChina Group, refers to the
transfer of 1,810,883,039 state-owned shares (74.02% of the total equity of ADAMA) held by
China National Agrochemical Corporation to the acquiring company free of charge. According to
the Acquisition Measures, it has already triggered the tender offer obligation of the acquiring
company and its person acting in concert, which can only proceed the transaction after they apply
for and obtain a waiver from CSRC.
V. The ac quis it ion shall be conducted in accordance with the information contained in this
summary of the report. Except for the professional institutions employ ed by the acquiring
company and its person acting in concert, no other person has been entrusted or authorized to
provide information not contained in this summary or to explain or interpret it.
Contents
Contents......2
Chapter 1 Terms and Definitions...... 3
Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert......4
I. Overview of the Acquiring Company...... 4
II. Overview of the Person Acting in Concert ......12
Chapter 3 Decision Making and Purpose of the Acquisition......17
I. Purposeof the Acquisition......17
II. Shareholding Plan in the Coming Twelve Months of the Acquiring Company and its
Person Acting in Concert......17
III. Relevant Procedures of the Acquisition......17
Chapter 4 Acquisition Structure ......19
I. Shares of Listed Compan ies Held by the Acquiring Comp any and its Person Acting in
Concert......19
II. Transaction Agreement Involved in the Acquisition ......20
III. Approval Procedures already Fulfilled and still to be Fulfilled......21
IV. Restrictions on the Rights of Shares of Listed Companies Held by the Ac quir ing
Company and its Person Acting in Concert......22
V. Other Relevant Arrangements......22
Chapter 5 Other Major Issues ......23
Chapter 1 Terms and Definitions
refers ChemCh ina (Shanghai) Agricultural Science and
TheAcquiring Company to Technology Co., Ltd, whose name is to be
changed into “Syngenta Group Co., Ltd.”.
Sanonda Hold ing, the Person Acting refers Jingzhou Sanonda Hold ing Co., Ltd
in Concert to
TheAcquiring Company and its refers ChemCh ina (Shanghai) Agricultural Science and
Person Acting in Concert to Technology Co., Ltd., Sanonda Hold ing Co., Ltd.
the Summary of theReport, the refers the Report Summary of Acquisition of ADAMA
Summary of theAcquisition Report to Ltd.
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