Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2022-2
ADAMA Ltd.
Announcement on Signing of an Entrusted Operation
and Management Agreement with a Related Party
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 RelatedParty Transaction
During the Major Asset Restructuring of ADAMA Ltd. (“Company”) in 2017, the
Company’s indirect controlling shareholder China National Chemical Corporation
(“ChemChina”) issued an undertaking that it would gradually solve the situation of
horizontal competition between the Company and Jiangsu Anpon Electrochemical Co.,
Ltd., Jiangsu Huaihe Chemical Co., Ltd., Jiangsu Maidao Agrochemical Co., Ltd., Anhui
Petroleum & Chemical Group Co., Ltd. (“Anhui Petro & Chemical”) , Jiamusi Heilong
Agrochemical Co., Ltd. respectively by appropriate means, including but not limited to
management entrustment and other commercially feasible means within the committed
period (as detailed in the Preliminary Plan on Share Issuance for Asset Acquisition and
Co-financing as a Related-Party Transaction disclosed by the Company on October 15th,
2016 on the website of www.cninfo.com.cn ).
During the undertaking period, ChemChina has solved the situation of horizontal
competition between the Company and the following enterprises, including Jiangsu Anpon
Electrochemical Co., Ltd., Jiangsu Huaihe Chemical Co., Ltd., Jiangsu Maidao
Agrochemical Co., Ltd. and Jiamusi Heilong Agrochemical Co., Ltd. (as detailed in the
2020 Annual Report disclosed by the Company on March 31st, 2021). For the horizontal
competition between Anhui Petro & Chemical, to give full play to the Company’s
management capabilities and operational advantages, and to timely honor the undertaking
made by ChemChina, China National Agrochemical Co., Ltd. (“CNAC”), the wholly-
controlled subsidiary of ChemChina and the sole direct shareholder of Anhui Petro &
Chemical intends to entrust the operation and management of Anhui Petro & Chemical to
the Company.
On December 31st , the 7th meeting of the 9th session of the Board of Directors of the
Company approved a proposal regarding the signing of an Entrusted Operation and
Management Agreement (“Agreement”), by and between the Company and CNAC,
according to which, during the entrustment period, ADAMA shall be entrusted with the
management rights held by CNAC over Anhui Petro & Chemical and shall have the right
to guide and instruct Anhui Petro & Chemical. ADAMA shall receive entrustment fees
from CNAC in consideration for such services (“Transaction”).
CNAC is the indirect controlling shareholder of the Company. According to the
Listing Rules of the Shenzhen Stock Exchange, CNAC is therefore a related party to the
Company, and this Transaction constitutes a related-party transaction.
Among the five directors of the Company, the related-party directors, Mr. Erik
Fyrwald and Mr. Chen Lichtenstein, refrained from voting, while among the remaining
votes of the three directors, there were three affirmative votes, zero negative votes and
zero abstentions. The independent directors also issued their independent opinion.
The Transaction is within the approval line of the Board of Directors and is not
subject to the approval of the shareholders.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measures on Significant Asset Restructuring of Listed Companies.
II. Introduction to the Related Party
1. Company Name: China National Agrochemical Co., Ltd.
2. Nature of Enterprise: Limited liability company (controlled by enterprise)
3. Date of Establishment: January 21, 1992
4. Registered Capital: RMB 41,821,159,860.91
5. Legal Representative: Chen Hongbo
6. Unified Social Credit Code: 91110000100011399Y
7. Registered Address: 62 Beisihuan West Road, Haidian District, Beijing.
8. Business Scope: Agricultural chemicals, chemical products and chemical raw
materials (excluding hazardous chemicals), mechanical and electrical equipment, electrical
equipment, automatic control system, instruments and meters, building materials,
industrial salt, natural rubber and products, computer software and hardware, office
automation equipment and textile raw materials; chemical fertilizer sales; cargo storage;
import and export business; technical consulting, technical services, technical
development and technical testing; production of transgenic farming Product seeds (except
for the six areas in the central city of Beijing); sales of crop seeds, grass seeds and edible
fungus strains. (market subjects independently select business projects and carry out
business activities according to law; projects that must be approved according to law shall
carry out business activities according to
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