Stock Code:000553(200553) Stock Abbreviation: ADAMAA(B)Announcement No.2020-1
ADAMALtd.
Anno uncement on the Transferof State-owned Shares of
Controlling Shareholders
The Company and all members of its Board of Directors confirm that all the information
disclosed herein is true, accurate and complete with no false or misleading statement or
materialomission.
ADAMA Ltd. (hereinafter referred to as the "Company") received a notice from its
controlling shareholder, China National Agrochemical Co., Ltd. (hereinafter referred to as
"CNAC ") on January5, 2020, according to which CNAC intends to transfer type Ashares of
the Company held by CNAC, representing 74.02% of the share capital of the Company, to
China (Shanghai) Agricultural Technology Co., Ltd. (hereinafter referred to as “CAT”) via
free transfer (hereinafter referred to as the "Transfer"). The relevant information is hereby
announced as follows:
I. Overviewof the Transfer
CNAC and CAT signed the "Share Transfer Agreement" on January 5, 2020 to transfer
the State-owned 74.02% shares of the Company held byCNAC to CAT via free transfer.
II. Key informationon the Transfer
2.1. The benchmark date and target ofthe Transfer
(1) The benchmark date for the Transfer is December 31, 2018.
(2) The target of the Transfer is 74.02% shares of the Company.
2.2. The ownership relationship chart of the Company, the controlling shareholder and
the ultimate controller before and after the Transfer
Before the Transfer:
After the completionof the Transfer:
Note: According to the Certificate of Property Rights Registration by National Investments of PRC,
the State-owned Assets Supervision and Admin is tration Commission of the State Council will transfer the
10% shares in ChemChina it holds to the National Council for Social Security Fund; as of the date of this
announcement, the corresponding AIC registration for the above-mentioned transfer has not been
completed yet.
III. Procedures to be completed for the Transfer
According to relevant provisions of “Measures for the Administration of the Takeover of
Listed Companies”, the Transfer is subject to the waiver of a mandatory tender offer for the
Transfer from China Securities RegulatoryCommission.
IV. Others
To streamline management relationships, Mr. YangXingqiang, Chairmanof the board of
directors of the Company, recently plans to resign from the positionas chairman of the board
of directors and the director of the Company to the board of directors. Meanwhile, Mr. Chen
Lichtenstein, Director, President and CEO of the Company, recently plans to resign from the
position as President and CEO of the Company. Mr. Chen Lichtenstein will be nominated as
the CFO of CAT. Meanwhile, CAT will recommend Mr. Erik F yrwa ld to the board of
directors of the company as a candidate of the company's director and chairman after the
completion of the Transfer. Relevant successor candidates, among which Mr. Ignacio
Dominguez, the current CCO ofthe Company's fully owned subsidiary, ADAM A Agric ultura l
Solutions Ltd. (“Solutions”), intended to be nominated to the positionofCEO and Mr. Aviram
Lahav, the current CFO of the Company and Solutions, intended to be nominated as Deputy
CEO, shall be nominated and decided by the board of directors and shareholders’ meeting (if
needed) in accordance with corporate governance rules of the listed company, and the result
of which shall be disclosed accordingly.
V. Impact of the Transferonthe Company andRisk Warning
4.1. After the completion of the Transfer, the Company’s controlling shareholder will
change fromCNAC to CAT, and the Company’s ultimate controller will remain unchanged.
4.2. The waiver of a mandatory tender offer for the Transfer hasn’t been obtained yet.
The investors are advised to pay attention to the investment risk as there is uncertainty as to
whether the Transfer can be approved or completed. The Company will closely monitor the
progress of the issue and fulfill its information disclosure obligation in a timely manner in
accordance with relevant laws and regulations. Investors are advised to pay attention to the
Company's follow-up announcements and be cautious ofthe investment risk.
It is herebyannounced.
Board of Directors ofADAMA Ltd.
January6,2020
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