Acquisition Report ofADAMALtd.
Company Name: ADAMA Ltd.
Listing Location: Shenzhen Stock Exchange
Abbreviated Name: ADAMA A, ADAMA B
Ticker: 000553.SZ，200553.SZ
Acquiring Company: Syngenta Group Co., Ltd.
Location: Unit 08 of the 30th Floor, No. 88 of Shiji Avenue, Shanghai Pilot
Free-Trade Zone of China
Address: Unit 08 of the 30th Floor, No. 88 of Shijidadao Avenue, Shanghai Pilot
Free-Trade Zone of China
Name of Persons Acting in Concert: 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: February 2020
Statement of the Acquiring Company
And its Person Acting in Concert
I． The report is drafted according to laws, regulations and other regulatory documents, such as the
Securities Law of the People'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
Acquisition Measures”) and Content and Format Guidelines of Information Disclosure for Companies that
Have Public Offering of Securities, Document No. 16, About the Acquisition Report of Listed Companies
(2014 Revision) and etc…
II. According to the Securities Law and the Acquisition Measures, the report has fully disclosed
shares of ADAMA Ltd. (hereinafter referred as “shares of ADAMA”, “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 ADAMA shares through any other
means except the shareholding disclosed in the report.
III. The acquiring company and its person acting in concert have obtained the necessary
authorization and approval to sign 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 acquisition shall be conducted in accordance with the information contained in the report.
Except for the professional institutions employed 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
report or to explain or interpret it.
Contents
Chapter 1 Terms and Definitions...... 6
Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert错误！未定义
书签。
I. Overview of the Acquiring Company ......错误！未定义书签。
II. Overview of the Person Acting in Concert ......错误！未定义书签。
Chapter 3 Decision Making and Purpose of the Acquisition......26
I. Purpose of the Acquisition......27
II. Shareholding Plan in the Coming Twelve Months of the Acquiring Company and its Person
Acting in Concert ......错误！未定义书签。
III. Relevant Procedures of the Acquisition......错误！未定义书签。
Chapter 4 Acquisition Structure......错误！未定义书签。
I. Shares of Listed Companies Held by the Acquiring Company and its Person Acting in
Concert ......28
II. the Transaction Agreement Involved in the Acquisition......错误！未定义书签。
III. Approval Procedures already Fulfilled and still to be Fulfilled······错误！未定义书签。
IV. Restrictions on the Rights of Shares of Listed Companies Held by the Acquiring Company
and its Person Acting in Concert ......错误！未定义书签。
Chapter 5 Source of Funds......错误！未定义书签。
Chapter 6 Follow-up Plans ......35
I. Plans to Change orAdjust the Main Business of the Listed Company within the Next
Twelve Months......35
II. Plans to Dispose or Restructure Major Assets and Business of the Listed Company
and its Subsidiaires within the Next Twelve Months......错误！未定义书签。
III. Plans or Proposals on Ajustment of the Board and Management Team of the Listed
Company......错误！未定义书签。
IV. Plans to Change the Code of Conduct and Regulations of the Listed Company错误！未定义书签。
V. Plans on Major Changes of Staff Hirring......错误！未定义书签。
VI. Major Changes on the Divident Policies of the Listed Company ···错误！未定义书签。
VII. Other Plans of Significant Impact on the Business and Organizational Structure of the
Listed Company......错误！未定义书签。
Chapter 7 Influence Analysis on the Listed Company......38
I. Influence of theAcquisition on the Indepen
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