Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2021-1
ADAMA Ltd.
Announcement on the Closing of the Acquisition of 51% 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 Transaction
On November 5, 2019, the 18th Meeting of the 8th session of the Board of
Directors of ADAMA Ltd. (the “Company”) approved the Acquisition of a 50%
Equity Stake in Shanghai Dibai Plant Protection Co., Ltd. (“Dibai”), the domestic
distribution arm of Jiangsu Huifeng Agrochemical Co., Ltd. (“Huifeng”). On
November 6, 2019, the Company executed an Equity Purchase Agreement (“50%
Dibai Main EPA”) with Huifeng, according to which subsequent and subject to the
full fulfillment of the conditions precedent under the 50% Dibai Main EPA, the
Company intends to acquire the 50% equity interests in Dibai held by Huifeng (“50%
Dibai Transaction”). Following execution of the 50% Dibai Main EPA, the Company
executed two supplemental agreements on February 26, 2020 and October 28, 2020
respectively (together with the 50% Dibai Main EPA, the “50% Dibai EPA”).
On October 28, 2020, the 27th Meeting of the 8th session of the Board of
Directors of the Company approved the Acquisition of 51% Equity Stake in Jiangsu
Kelinong Agrochemical Co., Ltd., and a further 1% Equity Stake in Dibai. On the
same day, the Company and Huifeng entered into an Equity Purchase Agreement (the
“Extended Main EPA”) according to which the Company intends to acquire an
additional 1% equity interest in Dibai owned by Huifeng (the “1% Dibai Transaction”)
so that the Company will own and hold 51% equity interests in Dibai after completion
of the 50% Dibai Transaction and the 1% Dibai Transaction. Following the execution
of the Extended Main EPA, the Company executed a supplemental agreements on
December 28, 2020 (together with the Extended Main EPA, the “Extended EPA”)
providing that the Company and Huifeng intends to close the 50% Dibai Transaction
and 1% Dibai Transaction simultaneously (the “51% Dibai Transaction”).
For details, please see the Announcement on the Resolutions of the 18th meeting
of the 8th session of the Board (announcement No. 2019-53), the Announcement on
the Acquisition of 50% of the Equity Interests in Shanghai Dibai Plant Protection Co.,
Ltd. (announcement No. 2019-54), the Announcement on Signing the Supplemental
Agreement to the Equity Purchase Agreement (announcement No. 2020-9), the
Announcement on the Resolutions of the 27th meeting of the 8th session of the Board
(announcement No. 2020-56), the Announcement on the Acquisition of 51% Equity
Interests in Jiangsu Kelinong Agrochemical Co., Ltd. and 1% Equity Interests in
Shanghai Dibai Plant Protection Co., Ltd. (announcement No. 2020-59), the
Announcement on Signing the Supplemental Agreement II to the Equity Purchase
Agreement (announcement No. 2020-60) and the Announcement on the Signing of a
Supplemental Agreement to the Equity Purchase Agreement (announcement No,
2020-75) which were disclosed by the Company on the website www.cninfo.com.cn
separately on November 7, 2019, February 27, 2020, October 29, 2020 and December
29, 2020.
II．Progress of the 51% Dibai Transaction
As of December 31, 2020, all conditions precedent in the 50% Dibai EPA and
Extended EPA regarding the 51% Dibai Transaction have all been satisfied or waived.
The closing of the 51% Dibai Transaction has been completed accordingly on that
date. The Company has already obtained 51% equity interests in Dibai and has
completed corresponding procedures with competent administration for market
regulation on the 51% Dibai Transaction.
III. Impact of the Closing on the Company
Upon and immediately after completion of the 51% Dibai Transaction, the
Company shall own and hold 51% equity interests in Dibai and Dibai shall become a
controlling subsidiary of the Company. Based on the Accounting Standards for
Business Enterprises, Dibai will be included in the Company’s consolidated financial
statements.
It is hereby announced.
Board of Directors of ADAMA Ltd.
January 5, 2021
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