Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2020-44
ADAMA Ltd.
Repurchase Plan for Part of the Company’s Domestically
Listed Foreign Shares (B share)
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.
Important Information:
1. Purpose of share repurchase: In order to protect the Company’s value and shareholders’
interests, the Company intends to repurchase (and cancel) a portion of its B-Shares (as
defined below), resulting in a corresponding reduction of the Company’s registered capital.
2. Type of shares to be repurchased: Domestically listed foreign shares (B shares)
(“B-Shares”).
3. Method of repurchasing: By means of centralized price bidding transactions through the
Shenzhen Stock Exchange and/or any other method/s permitted by the applicable laws and
regulations.
4. Price range: Shall not exceed 5.70 HKD/share (equivalent to 5.10 RMB/share),
representing 150% of the volume-weighted average price of the Company’s B-Shares over
the 30 trading days before the approval of the repurchase plan by the Board of Directors of
the Company (3.80 HKD).
5. Number of shares to be repurchased and their percentage of the total share capital:
The upper limit of the total shares to be repurchased by the Company is 26,000,000
shares, accounting for 1.1% of the Company’s current total shares (2,344,121,302)
and 15.6% of the Company’s total B shares (167,049,341);
The lower limit of the total shares to be repurchased by the Company is 13,000,000
shares, which accounts for 0.55% of the Company’s current total shares
(2,344,121,302) and 7.8% of the Company’s total B shares (167,049,341).
The actual amount will be based on the actual number of shares repurchased by the end of
the Repurchase Period (as defined below).
6. Total funds to be used for the repurchase: Assuming the upper limit of the total shares
repurchased, as well as the ceiling repurchase price 5.70 HKD/share, the total funds to be
used for the repurchase shall not be more than RMB 132,562 thousand (equivalent to HKD
148,200 thousand) (based on 1 HKD = 0.89448 RMB, the middle rate of the exchange rate
of HKD to RMB on August 18, 2020.The actual amount of used HKD is converted at the
exchange rate on the day of the purchase of the foreign exchange, and will include in
addition the fees of foreign exchange purchasing, transaction fees and other related fees.)
7. Source of funds for the repurchase: The Company’s own funds.
8. Period of share repurchasing: The repurchasing period will not exceed 3 months following
the date of the Company’s shareholders’ approval of the repurchase plan (“Repurchase
Period”).
9. The repurchase of a portion of the Company’s B-Shares is subject to the approval of the
Company’s shareholders and shall require at least 2/3 of the voting rights represented by the
attending shareholders.
10. The Company’s directors, supervisors, senior executives, the controlling shareholder and
the actual controller have no plan to reduce their holdings during the Repurchase Period.
Risks:
1. This repurchase may not be implemented if the Repurchase Plan will not be approved by
the Company’s shareholders;
2. The funds used for the share repurchase are Hong Kong dollars, and the Company needs
to obtain the approval of the foreign exchange authority for the purchase and payment of
foreign exchange. This repurchase may not be implemented due to the funds required for the
repurchase of shares not being available in a timely manner;
3. During the Repurchase Period, the Company’s stock price may exceed the upper limit of
the repurchase plan price, resulting in uncertain risks such as the failure to implement the
repurchase plan or only partial implementation thereof;
4. If a major event that has a significant impact on the Company’s share price occurs or the
Company decides for substantive reasons to terminate the share repurchase plan, the share
repurchase plan may not be implemented as planned.
Main Contents:
In order to protect the Company’s value and shareholders’ interests, the Company
formulated a repurchase plan for a portion of the Company’s B-Shares. The plan was
reviewed at the 26th meeting of the 8th session of the Board of Directors on August 19, 2020
with all 5 directors attending the meeting and voting in favor (with 0 votes against and 0
abstentions). The independent directors further issued an independent opinion on this matter.
The repurchase plan shall be subject to the approval of the Company’s shareholders by at
least 2/3 of the voting rights represented by the attending shareholders.
Following the completion of the repurchase of the shares according to the repurchase plan,
the cancellation of th
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