and the Decrease of Registered Capital and Creditor
Notice
The 25
th Meeting of the 8
thSession of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) held on April 27, 2020 deliberated andadopted Proposal on the Overall Achievement of the Committed Performance included inthe Major Assets Restructuring Project and the Planned Compensation to the Companyby the Obligors, Proposal on the Share Buyback and Cancellation and the Decrease of theRegistered Capital of the Company, and Proposal on Revisions to the Articles ofAssociation of the Company and Relevant Rules of Procedures. The 2019 AnnualGeneral Meeting held on May 20, 2020 reviewed and approved the aforesaid threeproposals.According to the Performance Compensation Agreement and its supplementaryagreements signed by the Company and China National Agrochemical Co.,Ltd(hereinafter referred to as “CNAC”), the Company plans to repurchase and deregister102,432,280 shares to be compensated by the obligor at the price of one yuan, due to thefact that ADAMA Agricultural Solutions Ltd., the Company’s wholly-owned subsidiary,failed to meet the performance commitment under the Performance CompensationAgreement. After the share buyback and cancellation of the above shares, the Company’stotal share capital will be reduced from 2,446,553,582 shares to 2,344,121,302 shares,
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2020-32The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.
and the registered capital will be reduced from RMB 2,446,553,582 to RMB2,344,121,302 consequently.Since the Company’s share buyback and cancellation of compensation shares will resultin a decrease in the registered capital, according to the Company Law of the People’sRepublic of China (hereinafter referred to as the “the Company Law”) and relevant lawsand regulations, the Company hereby notifies the creditors: within 45 days after theissuance of this announcement, the creditor shall be entitled to demand the Company topay off the debts or to provide respective guarantees.If any creditor of the Company demands the company to pay off the debts or providerespective guarantees, it shall submit a written request to the Company in accordancewith the relevant provisions of the Company Law and related laws and regulations andattach relevant certification documents. If the creditor fails to exercises the above rightswithin the time limit, it will not affect the validity of the creditor’s rights. The relateddebts (obligations) will continue to be performed by the Company in accordance with theoriginal agreement on the creditor’s rights.This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
May 21, 2020