Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2020-35
ADAMA Ltd.
Announcement ontheProgress of the Acquisition of 50% of the
Equity Interests in Shanghai Dibai Plant Protection 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
misleading statement or material omission.
I. Overview of the Dibai Transaction
On November 6, 2019, following the approval of the 18th Meeting of the 8th
session of the Board of Directors on November 5, 2019, the Company executed an
Equity Purchase Agreement (“Dibai EPA”) with Jiangsu Huifeng Agrochemical Co.,
Ltd. (“Huifeng”), to acquire 50% of the equity interests in Shanghai Dibai Plant
Protection Co., Ltd. (“Dibai”), the domestic distribution arm of Huifeng (“Dibai
Transaction”). One of the material closing conditions of the Dibai Transaction is the
execution by the Company and Huifeng (“Parties”) of definitive agreements
(including without limitation, an equity purchase agreement) for the acquisition of the
majority stake in Huifeng’s agrochemical business located at its main site in Dafeng
(“Extended Transaction”).
On February 26, 2020, following the approval of the 21st Meeting of the 8th
session of the Board of Directors of the Company from the same day, the Parties
executed a supplemental agreement to the Dibai EPA ( “Supplemental Agreement”).
Pursuant to the Supplemental Agreement, the Parties agreed to extend the date on
which either party shall be entitled to terminate the Dibai EPA if any of the closing
conditions is not met, to June 30, 2020.
For details, please see the Announcement on the Resolutions of the 18th meeting
of the 8th session of the Board (announcement No. 2019-53) and the Announcement
on the Acquisition of 50% of the Equity Interests in Shanghai Dibai Plant Protection
Co., Ltd. (announcement No. 2019-54) which were disclosed by the Company on
November 7, 2019 as well as the Announcement on the Resolution of the 21st meeting
of the 8th session of the Board (announcement No. 2020-7) and the Announcement on
Signing the Supplemental Agreement to the Equity Purchase Agreement
(announcement No. 2020-9), which were disclosed by the Company on February 27,
2020 on the website of www.cninfo.com.cn.
II.Progress of the Dibai Transaction
1. The Parties are in the process of negotiating the Extended Transaction, one of
the Dibai Transaction’s material closing conditions, and have yet to execute definitive
agreements in this respect.
2. The Parties are actively negotiating the Extended Transaction in good faith,
and neither currently intends to terminate the Dibai Transaction after June 30, 2020.
3. The Company will disclose information in connection with the progress of the
Dibai Transaction in a timely manner in accordance with applicable laws and
regulations.
It is hereby announced.
Board of Directors of ADAMA Ltd.
July 1, 2020