Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) Announcement No. 2020-5
ADAMA Ltd.
Announcement on Reply on the Feedback Notice of the First
Review of the Application for Administrative Licensing from
China Securities Regulatory Commission (No. 200037) from
Offeror and its Person Acting in Concert
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 January 5th, 2020, China Chemical (Shanghai) Agricultural Technology Co.,Ltd. (has renamed as “Syngenta Group Co., Ltd”, hereinafter referred to as “Offeror”)and China National Agrochemical Co., Ltd. (hereinafter referred to as “CNAC”)signed the “Agreement on Share Transfer” (hereinafter referred to as the“Agreement”). According to the Agreement, Offeror will accept 1,810,883,039 sharesof ADAMA Ltd. (hereinafter referred to as the “Company”) held by CNAC,representing 74.02% of the share capital of the Company, via free transfer (hereinafterreferred to as the “Transfer”). The Transfer will cause Offeror to hold more than 30%of the Company's shares. According to the relevant regulations of the Securities Lawof the People's Republic of China and the Administrative Measures on the Acquisitionof Listed Companies, the Transfer will cause Offeror to bear the obligation ofinitiating a tender offer. At present, Offeror and Jingzhou Sanonda Holding Co., Ltd(hereinafter referred to as the “Person Acting in Concert”) have applied for anexemption from the tender offer obligation, and such application has been accepted bythe China Securities Regulatory Commission (hereinafter referred to as “CSRC”).And Offeror and its Person Acting in Concert have received Feedback Notice of theFirst Review of CSRC’s Application for Administrative Licensing (No. 200037)(hereinafter referred to as the “Feedback”).
After receiving the Feedback, Offeror has carefully discussed with theintermediaries on the issues listed in the Feedback, verified and implemented theissues as replied by the CSRC, and responded to the issues involved in accordancewith the requirements of the Feedback. Detailed information can be found in [Replyon Feedback Notice of the First Review of Application for Administrative Licensingfrom CSRC (No. 200037)] announced by the Company on the websitehttp://www.cninfo.com.cn on the same day. The reply materials on the Feedback willbe submitted by Offeror and the Person Acting in Concert to CSRC within twobusiness days after the disclosure of the above reply of the Feedback.
Offeror and its Person Acting in Concert are subject to CSRC's approval of theexemption from the tender offer obligation, and there is still uncertainty as to whetherit can be approved. Investors are reminded to exercise caution when makinginvestment decisions.
By the order of the Board.
Board of Directors of ADAMA Ltd.
February 15, 2020
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