Stock Code: 000553 (200553) Stock Abbreviatio n: ADAMA A(B) Announcement No. 2021-26
ADAMA Ltd.
Announcement on the Completion of Cancelling
Repurchased Shares and Share Capital Change
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. Repurchase PlanandApprovals
The 26th Meeting of the 8th Sessionof the Board of Directors held onAugust 19, 2020
and the 3rd Interim Shareholders Meeti ng in 2020 held on September 7, 2020 of
ADAMA Ltd. (hereinafter referred to as “the Company”) approved the Repurchase
Plan for Part of the Company’s Domestically Listed ForeignShares (B share).
In order to protect the Company’s value and shareholders’ interests, the Company
decided to use its own funds to repurchase (and cancel) a portion of its B-Shares
through centralized price bidding transactions and/or any other method/s permitted by
the applicable laws and regulations. The Company will spend no more than RMB
132,562 thousand to repurchase B-shares at the price of no more than5.70 HKD/share.
The upper limit of the number of shares to be repurchased is 26,000,000 shares, and
the lower limit is 13,000,000 shares. The repurchasing period will not exceed three
months following the date of the Company’s shareholders’ approval of the repurchase
plan.
II.Implementationof Share Repurchase
From September 16, 2020, the first day the Company started repurchase, to December
6, 2020, when the repurchase period expired, the Company repurchased 14,309,536
shares of B-Shares by means of a centralized price bidding transaction through a
special securities repurchase account for B-Shares, which accounts for 0.61% of the
Company’s total share capital. The highest transaction price is 5.22 HKD/share, the
lowest transaction price is 4.27 HKD/share, the average transaction price is 4.87
HKD/share, and the total payment amount is HKD 69,747,208 (incl uding transaction
fees).
On May 21 2021, 2020 Annual General Meeti ng of the Company approved Proposal
on the Cancellation of the Repurchased Shares and the Subsequent Decrease of the
Registered Capital of the Company. According to the resolution, the Company will
cancel the 14,309,536 B shares repurchased in 2020 and change the Company’s
registered capital from RMB 2,344,121,302 to RMB 2,329,811,766. Besides, the
General Meeting approved the Proposal on Revisions to the Articles of Associationof
the Company. Based on the above Proposal on the Cancellation of the Repurchased
B-Shares and the Subsequent Decrease of the Registered Capital of the Company, the
Company revised the articles in the Company's Articles of Association related to the
total registered capital and the total number of shares.
III. Cancellation of Repurchased Shares and Share Capital Change after
Cancellation
On June 17, 2021, the Company completed cancellationof above 14,309,536 B shares
at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, withi n
the time limit required by relevant regulations and laws.
After the cancellation is completed, the total share capital of the Company decreased
from2,344,121,302 shares to 2,329,811,766 shares. Specific change is as follows,
Before the repurchase and After the repurchase and
Item the cancellation the cancellation
Number of Proportion Number of Proportion
shares (%) shares (%)
I. RestrictedShares 4,500 0.0002 4,500 0.0002
Including : Shares
held by domestic 4,500 0.0002 4,500 0.0002
natural person
II. Shares not
subject to Trading 2,344,116,802 99.9998 2,329,807,266 99.9998
Restriction
Including:RMB 2,177,067,461 92.8735 2,177,067,461 93.4439
Ordinary Shares
Domestically
Listed Foreign 167,049,341 7.1263 152,739,805 6.5559
Shares
III. Total Shares 2,344,121,302 100.0000 2,329,811,766 100.0000
The Company’s share capital structure after the cancellation still meets listing
requirement.
IV. Follow-upSteps
The Company will make change to registered capital and ICA registration changes
accordingly in line with relevant regulations.
It is hereby announced.
Board of Directors of ADAMA Ltd.
June 19, 2021