Stock Code: 000553(200553)          Stock Abbreviation: ADAMA A (B)             NO.: 2019-5


                                       ADAMA Ltd.
        Announcement on the Signing of Memorandum of Understanding
                         On the Acquisition of Certain Assets



 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.



Please be aware that:
1. The Memorandum of Understanding on the Acquisition of Certain Assets (“MOU”)
signed by and between ADAMA Ltd. (“Company”) and Jiangsu Huifeng Agrochemical
Co., Ltd. (“Huifeng”) represents the initial understandings which have been reached by
the parties with respect to the intended acquisition (“Acquisition” or “Transaction”) and
the MOU is non-binding. The implementation of this Transaction is subject to the
results of due diligence, audit and appraisal and further discussions and negotiations
between the parties. Therefore this Transaction remains uncertain.

2. As of the date of this announcement, the Company has not yet conducted due
diligence, audit, appraisal etc. on the target assets. When relevant procedures have been
consummated, the Company will go through requisite internal decision-making and
external approval procedures based on the details of this Transaction in accordance with
the listing rules and the Articles of Association of the Company and fulfill its
information disclosure obligations.

3. The risks of this Transaction include, but without limitation, the valuation of the
target assets, the fluctuation of the profitability of the target assets, the approvals, etc.

4. As this Transaction is subject to the final decisions of the parties and the parties have
not yet signed a definitive agreement, the signing of this MOU will not have material
effect on the Company’s business performance and financial condition.


I. Overview of the Transaction
The Company intends to acquire certain assets relating to the development, production,
formulation, sales and marketing of agrochemical and agrochemical intermediate
products owned or controlled by Huifeng (“Target Assets”).

On January 10, 2019, the Company and Huifeng signed the MOU in relation to this
Transaction.

This Transaction will not constitute a material assets restructuring as stipulated by the
Administrative Measures on Significant Asset Restructuring of Listed Companies.

II. Basic information of the counterparty
1. Basic information

(1) Company name: Jiangsu Huifeng Agrochemical Co., Ltd.

(2) Registered address: South of Wanggangzha, Dafeng District, Yancheng City,
Jiangsu Province

(3) Legal representative: Zhong Hangen

(4) Registered capital: RMB 1,507,475,283

(5)Unified social credit code: 913209001407071551

(6) Business scope: crop planting; producing pesticides and hazardous chemicals (in
accordance with safety permission opinions of establishment of construction project of
hazardous chemical and approval opinions of environmental impact report); technical
consultation and service of insecticides, bactericides, BZQ and herbicides; sales of
chemical products (excluding pesticides and other hazardous chemicals), knit goods,
hardware, electric materials, daily groceries, daily necessities, woods, building
materials, electronic computers and accessories and agricultural products (excluding
non-packaged seeds); production and sales of wrapper (including plastic products and
excluding hazardous chemicals); business of self-produced products by the company
and its member companies and export business of relevant technologies; self-
management and agency of import and export of all kinds of goods and technologies
and domestic trade. (Any business which legally requires approval(s) shall be
conducted after obtaining the approvals issued by relevant authorities.)

2. Related-party relationship: Huifeng is not a related party of the Company.

III. Main content of the MOU

1. Target assets: Certain assets relating to the development, production, formulation,
sales and marketing of agrochemical and agrochemical intermediate products (the
“Business”, which, subject to the Company’s due diligence, the formulation products
as provided in the Business includes current, pipeline and future formulation products;
excluding TDZ-series products for bio stimulant usage and bio-agricultural sector
related to micro-biotic-series products, which will still be remained in and managed by
Huifeng) owned or controlled by Huifeng. Relevant Target Assets will be transferred
by Huifeng into newly-established subsidiary solely owned by Huifeng prior to the
closing, which will then be acquired by the Company.

2. Purchase price: The purchase price will be a price negotiated between both parties
based on the appraisal result issued by a qualified appraiser and filed with the
authorities in charge of the administration of state-owned assets.

3. The closing of the Transaction between the parties shall be subject to customary
closing conditions including, without limitation, resumption of the full operation of the
original business activities of all Target Assets, all in full compliance with relevant laws
and regulations.

4. Exclusivity period: Unless extended by the definitive agreements signed by the
parties, the exclusivity period commences with signing of this MOU and expires on the
end of the sixth month after the date of this MOU; provided that if, due to regulatory
reasons (including without limitation, compliance with environmental protection laws
and regulations), the Exclusivity Period is not sufficient, at least 30 days before its
expiry, the Company shall have the right to extend the Exclusivity Period for an
additional period of 6 months by sending written notice to Huifeng. Unless negotiations
between the parties are earlier terminated, during the exclusivity period, Huifeng, the
Target Assets and the actual controller will not discuss, negotiate, or enter into any
agreement with any other person or entity concerning a sale or transfer of all or part of
the Target Assets or any similar transaction.

5. Legal binding effect: The MOU is non-binding (excluding the agreements between
the parties in relation to confidentiality obligations and exclusivity period).

IV. The effects of the MOU on the Company

With this potential Acquisition, the Company aims to significantly enhance its business
both globally and in China. Globally, the Company will gain access to backward-
integrated and competitive positions in key molecules, which it intends to use to drive
significant growth through its worldwide market reach. In China, Huifeng has a strong
commercial presence and wide portfolio of product registrations which complement the
Company’s, and thereby will bolster its position and offering in this key market.

V. Risk warning

The MOU serves as an agreement of intent between the parties in relation to this
Transaction. Furthermore, the details of the Transaction are subject to the results of due
diligence, audit, appraisal, etc. and further discussions and negotiations between the
parties. This Transaction therefore remains uncertain. The Company will make timely
information disclosure according to the progress of this Transaction.

VI. Filing documents

1. Memorandum of Understanding on the Acquisition of Certain Assets



It is hereby announced.




                                                 Board of Directors of the Company

                                                                        January10, 2019