Stock Code: 000553 (200553) Stock Abbreviatio n: ADAMA A(B) Announcement No. 2021-9
ADAMA Ltd.
Announcement on the Signing of the Second Supplemental
Agreement to the Equity Purchase Agreement
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 October 28, 2020, the 27th Meeting of the 8th session of the Board of
Directors of ADAMA Ltd. (the “Company”) approved the Acquisition of 51% Equity
Stake in Jiangsu Kelinong Agrochemical Co., Ltd., and 1% Equity Stake in Shanghai
Dibai Plant Protection Co., Ltd. On the same day, the Company and Jiangsu Huifeng
Agrochemical Co., Ltd. (“Huifeng”) entered into an Equity Purchase Agreement (the
“EPA”) in which the Company intends to purchase 51% equity interests of Jiangsu
Kelinong Agrochemical Co., Ltd. (as of the date of this announcement, Jiangsu
Kelinong Agrochemical Co., Ltd. has already amended its name to Adama Huifeng
(Jiangsu) Co., Ltd. (the “NewCo.”)), subsequent and subject to the full satisfaction of
the conditions precedent under the EPA (the “NewCo. Transaction”). The EPA
stipulated that it can be terminated if any closing condition is not met by March 31,
2020 (the “Long Stop Date”) by either the Company or Huifeng, where applicable,
sending written notice to the other; further, on December 28, 2020, the Company and
Huifeng entered into a Supplemental Agreement to EquityPurchase Agreement Dated
October 28, 2020 (“Supplemental Agreement I”).
For details, please see the Announcement on the Resolutions of the 27th meeti ng
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) and the Announcement on Signing of the 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 October 29, 2020
and December 29, 2020.
As the closing conditions have not yet been met, and since both Huifeng and the
Company are conti nui ng to work towards achieving them, on March 30, 2021, the
Company entered i nto a Supplemental Agreement to the Eq ui ty Purchase Agreement
(II) (“Supplemental Agreement II”) with Huifeng to extend the LongStop Date.
II．Key Terms of the Supplemental Agreement II
1. The Company and Huifeng agree to extend the LongStop Date from March 31,
2021 to May 31, 2021.
2. The Supplemental Agreement II is an integral part of the EPA. Unless
specifically revised by the Supplemental Agreement II, the contents of the EPA and
the Supplement Agreement I will remain the same.
III. Impact of the Supplemental Agreement II onthe Company
The Supplemental Agreement II reflects the agreed outcome of negotiations
between the Company and Hui feng. It will have no adverse impact on the
performance and business operations of the Company. It will also not impact the
future development strategy and business plan of the Company. The interests of the
shareholders will not be harmed.
IV．Filling Documents
1. The Supplemental Agreement to the EquityPurchase Agreement (II)
It is hereby resolved.
Board of Directors of ADAMA Ltd.
March 31, 2021
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