Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2020-61
ADAMALtd.
Announcement on the Use of the Raised Funds for the Acquisition of the
51% Equity Stake in Jiangsu Kelinong AgrochemicalCo., Ltd. as wellas
that in ShanghaiDibaiPlant Protection Co., Ltd.
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
material omission.
On October 28, 2020, the 27th meeting of the 8th session of the Board of Directors and the
14th meeting of the 8th session of the Board of Supervisors of ADAMA Ltd. ( hereinafter
referred to as the “Company”) approved a Proposal on the Use of the Raised Funds for the
Acquisition of the 51% Equity Stake in Jiangsu Kelinong Agrochemical Co., Ltd. as well as
that in Shanghai Dibai Plant Protection Co., Ltd.. Inorder to efficiently use the raised funds,
the Company plans to use the balance of the raised funds, in the amount of approximately
RMB 893,731,302.67, and which are no longer designated for previously approved projects
according to the resolutions of the Company’s Board and Shareholders meeting held onApril
27, 2020 and May 20, 2020 respectively, for the payment for the acquisitions of a 51%
equity stake in Shanghai Dibai Plant ProtectionCo., Ltd. (“Dibai”) and a 51% equitystake in
Jiangsu Kelinong Agrochemical Co., Ltd. (“Kelinong”) from Jiangsu Huifeng Agrochemical
Co., Ltd. (“Huifeng”). It is herebyannounced as follows.
I. Overview of the RaisedFunds
1. General InformationAbout the Raised Funds
After receiving the Approval of China Securities Regulatory Commission for the Issuance of
Shares to China National Agrochemical Co., Ltd. to Acquire Assets and Raise Supporting
Funds (CSRC Permits [2017] No.1096), the Company issued 104,697,982 ordinary A shares
in December 2017, at the price of 14.90 RMB yuan per share and raised a total amount of
RMB 1,559,999,931.80. After deducting the underwriting fees of RMB 28, 079,998.78, the
net amount received by the Company was RMB 1, 531,919,933.02. The net amount was
received on December 27, 2017 and was verified by Deloitte Touche Tohmatsu Certified
Public Accountant LLP, who issued a capital verification report (De Shi Bao (Yan) Zi (17)
No.00540).
According to the Report of the Company on Share Issuance for Assets Purchase and
Supporting Funds & Connected Transactions published bythe Companyon July5, 2017, the
Company planned to issue no more than 118,784,644 shares and raise no more than RMB
1,982.91 million in funds. The Companyplanned to use the raised funds as follows.
Unit: RMB’0000
No. Designated Projects Total Investment Committed
1 Project of Huai’an Pesticide FormulationCenter 24,980
2 Projects of product development and registration 93,507
3 Fixed-asset Investment ofADAMA 66,204
4 Fees for the intermediaryagencies and 13,600
transactiontaxes
Aggregated figure 198,291(Note)
Note: RMB 1,982.91 million is the planned raised funds. The actually received raised funds is 1,559.99
million.
2. Previous Change and Termination of Certain Designated Projects
On March 19, 2019 and April 10, 2019, the Company held the 12th Meetingof the 8th Session
of the Board of Directors and the 2018 Annual Shareholders Meeting bywhicha proposal on
the change of certai n designated projects included in the Designated Project was approved.
The Company ceased to use the raised funds on the project of the construction of Huai’an
pesticide formulation center and the project of fixed-assets investment-product A 600t/a.
Instead, the Company used the correspondi ngRMB 400.08 million of the raised funds to pay
the consideration of the 100% equity transfer of Jiangsu Anpon Electrochemical Co., Ltd.
The above-mentioned change of the raised funds completed in May 2019. For details, please
refer to the Announcement on the Change of Certain Designated Projects (Announcement
No. 2019-17) disclosed on the website www.cninfo.com.cn on March21, 2019.
On April 27, 2020 and May 20, 2020, the Company held the 25th Meeti ng of the 8th Session
of the Board of Directors and the 2019 Annual Shareholders Meeting d uri ng w hich a
proposal on the termination of the use of raised funds for certain designated projects was
approved. The Company ceased to use the raised funds for the following previously
designated projects, including product development and registration and fi xed -asset
investment of ADAMA Agricultural Sol utio ns Ltd.. For details, please refer to the
Announcement on the Termination of the Use of Raised Funds for Certain Designated
Projects (Announcement No. 2020-26) disclosed on the website www.cninfo.com.cn on
April 28, 2020.
3. Balance of the
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