Summary of Acquisition Report of ADAMA Ltd. Company Name: ADAMA Ltd. Listing Location: Shenzhen Stock Exchange Abbreviated Name: ADAMA A, ADAMA B Ticker: 000553.SZ,200553.SZ Name of theAcquiring Company: ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd Location: Unit 08 of the 30th Floor, No. 88 of Shiji Avenue, Shanghai Pilot Free-Trade Zone of China Address: Unit 08 of the 30th Floor, No. 88 of Shijidadao Avenue, Shanghai Pilot Free-Trade Zone of China Name of Persons Acting in Concert: Hubei Sanonda Co., Ltd. Location: No. 93 of Beijing Donglu Road, Shashi District Address: No. 93 of Beijing Donglu Road, Shashi District Financial Consultant Date of Signature: January, 2020 1 Statement of the Acquiring Company and its Person Acting in Concert I. The summary of the report is drafted according to laws, regulations and other regulatory documents, such as the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the Administrative Measures on the Acquisition of Listed Companies (hereinafter referred to as “the Acquisition Measures”) and Content and Format Guidelines of Information Disclosure for Companies that Have Public Offering of Securities, Document No. 16, About the Acquisition Report of Listed Companies (2014 Revision) and etc… II. According to the Securities Law and the Acquisition Measures, the summary of the report has fully disclosed shares of ADAMA Ltd. (hereinafter referred as “ADAMA” or “the ListCo”) held by the acquiring company and its person acting in concert. As of the signing date of this report, the acquiring company and its person acting in concert did not have any interest of ADAMA through any other means except the shareholding information disclosed in this summary of the report. III. The acquiring company and its person acting in concert have obtained the necessary authorization and approval to sign the summary of the report, and their performance does not violate or conflict with any provisions in the articles of association or internal rules. IV. The acquisition, which has already been approved by ChemChina Group, refers to the transfer of 1,810,883,039 state-owned shares (74.02% of the total equity of ADAMA) held by China National Agrochemical Corporation to the acquiring company free of charge. According to the Acquisition Measures, it has already triggered the tender offer obligation of the acquiring company and its person acting in concert, which can only proceed the transaction after they apply for and obtain a waiver from CSRC. V. The acquisition shall be conducted in accordance with the information contained in th is summary of the report. Except for the professional institutions employed by the acquiring company and its person acting in concert, no other person has been entrusted or authorized to provide information not contained in this summary or to explain or interpret it. 2 Contents Contents 2 Chapter 1 Terms and Definitions 3 Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert4 I. Overview of the Acquiring Company 4 II. Overview of the Person Acting in Concert 12 Chapter 3 Decision Making and Purpose of the Acquisition 17 I. Purpose of the Acquisition 17 II. Shareholding Plan in the Coming Twelve Months of the Acquiring Company and its Person Acting in Concert17 III. Relevant Procedures of the Acquisition 17 Chapter 4 Acquisition Structure 19 I. Shares of Listed Companies Held by the Acquiring Company and its Person Acting in Concert 19 II. Transaction Agreement Involved in the Acquis ition 20 III. Approval Procedures already Fulfilled and still to be Fulfilled 21 IV. Restrictions on the Rights of Shares of Listed Companies Held by the Acquiring Company and its Person Acting in Concert 22 V. Other Relevant Arrangements 22 Chapter 5 Other Major Issues 23 3 Chapter 1 Terms and Definitions refers ChemChina (Shanghai) Agricultural Science and The Acquiring Company to Technology Co., Ltd, whose name is to be changed into “Syngenta Group Co., Ltd.”. Sanonda Holding, the Person Acting refers Jingzhou Sanonda Holding Co., Ltd in Concert to The Acquiring Company and its refers ChemChina (Shanghai) Agricultural Science and Person Acting in Concert to Technology Co., Ltd., Sanonda Holding Co., Ltd. the Summary of the Report, the refers the Report Summary of Acquisition of ADAMA Summary of the Acquisition Report to Ltd. refers ChemChina (Shanghai) Agricultural Science and to Technology Co., Ltd will take over 1,810,883,039 The Acquisition, the Transfer or the ADAMA shares held by China National Free Transfer of Shares Agrochemical Co., Ltd., accounting for 74.02% of the total, through a free transfer of state-owned equity. refers ADAMA, the ListCo ADAMA Ltd. to refers ChemChina China National Chemical Corporation Ltd. to refers Sinochem Group Co., Ltd. and China National Sinochem and ChemChina to Chemical Corporation Ltd. refers CNAC China National Agrochemical Co., Ltd to refers The Stock Listing Rules of Shenzhen Stock the Listing Rules to Exchange (Revised in November 2018) refers the Administrative Measures on the Acquisition of the Acquisition Measures to Listed Companies (Revised in 2014) refers The Articles of Association the Artic les of Association of ADAMA Ltd. to refers CSRC China Securities Regulatory Commission to refers Stock Exchange Shenzhen Stock Exchange to refers yuan RMB yuan to 4 Chapter 2 Introduction of the Acquiring Company and its Person Acting in Concert I. Overvie w of the Acquiring Company (I) Basic Information of the Acquiring Company Name of the Acquiring ChemChina (Shanghai) Agricultural Science and Technology Co., Company Ltd. Legal Representative Frank Ning Registered Capital RMB 1000000.0000 yuan No. 93 of Beijing Donglu Road, Shashi District, Jingzhou City of Registered Address Hubei Province Type of Businesses Other limited company (non-listed) Major Shareholder and CNAC 99% Shareholding Proportion Maidao Agrochemical Co., Ltd. 1% United Social Credit 91310000MA1FL6MN13 Code Engaged in technology development, transfer, consultation and services in the fields of agricultural science and technology, biotechnology and information technology, production and management of crop seeds, genetically modified crop seed production, chemical raw materials and products (except dangerous Bus iness Scope chemicals, monitoring chemicals, civil use) R&D and sales of explosives and precursor chemicals, chemical fertilizer management, warehousing (except dangerous goods), import and export of goods and technology, and economic information consultation. [Projects subject to approval according to law, can be carried out after approval by relevant departments] th Operation Period From June 27 , 2019 to Non-appointed Term Suite 08, the 30th Floor, No.88 Century Avenue, China (Shanghai) Address Pilot Free Trade Zone Contact 010-82677835 (II) Equity Control of the Controlling Shareholder and the Actual 5 Controller of the Acquiring Company As of the signing date of this summary of the report, CNAC, as the controlling shareholder of the acquiring company, directly holds 99% of its shares. The State-owned Assets Supervision and Administration Commission of the State Council (SASAC) is the actual controller of the acquiring company. The relationship between the controlling shareholder and the actual controller of the acquiring company is as follows: SASAC 100% ChemChina 100% CNAC 100% 99% Maidao AgroChemical Co., Ltd. 1% ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd. Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s Republic of China", the State-owned Assets Supervision and Administration Commission of the State Council transferred 10% shares of China National Chemical Corporation held by itself to the Social Security Foundation. As of the signing date of the summary of this report, the change to the business registration for the above-mentioned transfer have not yet completed. (III) Major Subsidiaries and their Main Businesses of the Controlling Shareholder or the Actual Controller of the Acquiring Company CNAC, the controlling shareholder of the acquiring company is a wholly-owned subsidiary of ChemChina Group. As of the signing date of the summary of the report, main subsidiaries of ChemChina and its main business are as follows: 6 Shareholding Registered Company Proportion Capital No. (by 10,000 Main Business Name (%) yuan) Research and development of new chemical materials, chemical cleaning, anti-corrosion, water treatment technology and fine chemical products; research, manufacture, application of reverse osmosis membranes and equipment; promotion of transfer technology, contracting various cleaning services at home and abroad; automation engineering design, application, China Services; self-operated and agent import and National export business of various commodities and 1 1 BlueStar 79.48 1,816,886.90 technologies (except for goods and (Group) Co., technologies that are restricted or restricted by Ltd. the state); contracting overseas chemical engineering and domestic international bidding projects, equipment and materials required for the above-mentioned overseas projects Export, consulting services, housing rental. (Projects subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities in accordance with the approved content 1,3-butadiene [stable], methanol, 1,3-xylene, 1,4-xylene, 1,2-xylene, methane, ammonia, methyl tert-butyl ether, naphtha, Phenol, petroleum crude oil, sulfur, propane, propylene, solvent benzene, petroleum ether, styrene [stable], liquefied petroleum gas, gasoline, calcium carbide, ethylene oxide (valid until May 25, 2020); petrochemical technology Investment; oil and gas technology, petrochemical technology, petrochemical new process and new product development; corporate image and marketing planning; ChemChina chemical technology, enterprise management, 2 Petrochemical 72.73 684,300.00 financial management consulting; import and Co., Ltd export business; chemical materials (excluding hazardous chemicals), Construction materials, instrumentation, wood, ferrous materials, mechanical and electrical products, sales of automobiles; equipment leasing. (Enterprises shall independently select operating projects and carry out business activit ies according to law; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects China Chemical raw materials, chemical products 3 Haohua 69.20 422,121.93 (excluding hazardous chemicals), chemical Chemical minerals, petrochemicals, chemical equipment, 1 The shareholding proportion of ChemChina in China National Bluestar (Group) Co., Ltd is a ratio for the paid-up capital. 7 Shareholding Registered Company Proportion Capital No. (by 10,000 Main Business Name (%) yuan) (Group) machinery, electronic products, Corporation instrumentation, building materials, textiles, light industrial products, forest products, forest products, organizational production, warehousing, Sales; sales of automobiles and spare parts, household appliances, steel, billets, pig iron, copper, aluminum, lead, zinc, tin, nickel, magnesium, copper, aluminum, platinum group metals; contracted approved domestic petrochemical engineering Import and export business; technical consulting, technical services, information services; equipment leas ing. (Projects subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities in accordance with the approved content Agrochemicals and chemical products and chemical raw materials (excluding hazardous chemicals), electromechanical equipment, electrical equipment, automatic control systems, instrumentation, building materials, industrial salt, natural rubber and products, computer hardware and software, office automation equipment and textile raw materials Purchasing and sales; sales of fertilizers; cargo warehousing; import and export business; technical consulting, technical services, ChemChina technology development, technical testing; 4 Agrochemical 100.00 333,821.96 production of genetically modified crop seeds Corporation (excluding the six districts of Beijing Central City); sales of crop seeds, grass seeds, edible fungi Kind. (Enterprises shall independently select operating projects and carry out business activities according to law; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects Research, production and sales of new chemical materials and related raw materials (excluding hazardous chemicals), tires, rubber products and latex products; development, design, production and sales of rubber and China chemical equipment; import and export National Tire 5 100.00 160,000.00 business; supervision of engineering & Rubber construction; Business-related technical Corporation consulting and technical services. (Projects subject to approval according to law may be subject to approval by relevant departments before they can carry out business activities) (Enterprises shall independently select 8 Shareholding Registered Company Proportion Capital No. (by 10,000 Main Business Name (%) yuan) operating projects and carry out business activities according to law; projects subject to approval according to law shall be subject to approval by relevant departments to carry out business activities according to the approved contents; Do not engage in the business activities of the city's industrial policy prohibition and restriction projects Research, development, design, production and sales of chemical machinery, rubber machinery, environmental protection machinery, energy-saving machinery, engineering machinery, ships, automobiles and auto parts; petrochemical engineering des ign, engineering construction, general contracting of projects; domestic and international bidding agents , China complete sets of mechanical and electrical National equipment; automobile, ship repair; import and 6 Chemical 100.00 100,000.00 export business; provide consulting and Equipment services related to the above business. Corporation (Enterprises shall independently select operating projects and carry out business activities according to law; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects Investment management; asset management; equipment leasing; sales of chemical raw materials and chemical products (excluding hazardous chemicals), fertilizers, fuel oil, tires, rubber products, chemical equipment; import and export business; housing leasing; property management; Legal, financial advice; ChemChina intermediary services (except for legal and Asset 7 35.00 85,714.29 regulatory requirements). (Enterprises shall Management independently select operating projects and Co., Ltd carry out business activities according to law ; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects Handling financial and financing consultants, credit certificates and related consulting and agency services to member units; assisting ChemChina member units in realizing the payment and 8 Finance 100.00 84,122.50 payment of transaction funds; approved Corporation insurance agency business; providing guarantees to member units; handling entrusted loans between member units And entrusted 9 Shareholding Registered Company Proportion Capital No. (by 10,000 Main Business Name (%) yuan) investment; handling bill acceptance and discounting for member units; handling internal transfer settlement between member units and corresponding settlement and clearing plan design; absorbing deposits from member units; handling loans and financing leases for member units; engaging in interbank lending; Underwriting member companies' corporate bonds and fixed income portfolio securities investments. (Enterprises shall independently select operating projects and carry out business activities according to law; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects Engineering technology research; chemical testing; technology promotion, technical consultation; bidding agency for science and technology projects. (Enterprises shall independently select operating projects and ChemChina carry out business activities according to law; 9 Academy of 100.00 18,762.90 projects that are subject to approval according Science to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects Publishing China Chemical Industry Yearbook, China Chemical Trade, China Fertilizer Information, China Chemical Industry Report (English Edition), China Chemical Information, Chemical New Materials, Fine and Specialty Chemicals, Publication of Modern Chemicals, Chemical Safety and Environment, China Petroleum and Chemical Standards and Quality, Cleaning the World, and Polysilicon (valid until December 31, 2023) (limited to the journal China editors of the company's internal institutions); National Online data processing and transaction 10 Chemical 100.00 15,000.00 processing business (business e-commerce Information only, Internet finance business without network Center lending information intermediary); chemical information research and consulting services; engineering consulting; computer software development, network technology services; undertaking computer network engineering Designing and producing print advertisements; using the above-mentioned journals to publish advertisements; publishing foreign advertisements to China; providing chemical abstracts services; hosting, hosting, organizing 10 Shareholding Registered Company Proportion Capital No. (by 10,000 Main Business Name (%) yuan) various international exhibitions, conferences, and domestic and international technical and cultural exchange activities; technology development and technology Transfer, technical consultation, technical services; production and sales of computer and peripheral equipment, electronic components, petroleum products (excluding refined oil) (excluding hazardous chemicals); development, testing, analysis and sales of chemical products (excluding hazardous chemicals) ); sales of fertilizers; import and export business; property management; rental of houses; research on chemical technical standards; production of chemical products (excluding hazardous chemicals), chemical machinery and equipment, instrumentation, automation equipment, building materials, electronic products , sales; market research. (Enterprises independently choose to operate projects and carry out business activities in accordance with the law; projects subject to approval according to law) (IV) Business Development and Finance Overview of the Acquiring Company 1. Overvie w of Main Business The acquiring company was founded on June 27, 2019. As of the signing date of the summary of the report, it has not carried out any operations. CNAC, the controlling shareholder of the acquiring company is a wholly-owned subsidiary of ChemChina. It owns two major business segments, which are plant protection and seeds, and it is the world's largest company in plant protection and the third largest in the seed industry. Its plant protection segment covers herbicides, pesticides, fungicides, seed treatments, plant growth regulators, dietary supplements, food additives, aromatic products and environmental protection services etc.… The seed business includes the development of traditional hybrid seeds and breeding, etc.…. 2. Finance Overvie w in the Last Three Years The acquiring company was established on June 27th , 2019. As of the signing date of the summary of the report, it has not prepared any annual financial statements. The consolidated 11 data of major financial items of CNAC, the acquiring company's controlling shareholder in the last three years are as follows: Unit: 10,000 yuan Balance Sheet Dec. 31st, 2018 Dec. 31st, 2017 Dec. 31st, 2016 Total Assets 11,351,984.47 10,922,740.18 5,439,097.33 Total Liabilities 8,780,251.61 8,016,200.68 4,449,747.07 Owners’ Equity 2,571,732.86 2,906,539.51 989,350.26 Equity Attributed to 1,786,095.60 2,272,940.51 735,929.52 the Parent Company Debt Asset 77.35% 73.39% 81.81% Ratio Profit and 2018 2017 2016 Loss Revenue 3,211,748.51 3,019,171.60 2,679,024.65 Net Income 72,279.46 207,294.95 14,364.75 Net Income Attributed to -64,514.80 82,239.99 -41,691.19 the Parent Company ROE - 5.47% - Note 1: The financial data for the last three years mentioned above was audited. Note 2: Asset-liability ratio = total liabilities / total assets Note 3: ROE = net profit attributed to owners of the parent company / [(owners’ equity attributed to the parent company at the ending period + owners’ equity attributed to the parent company at the beginning period) /2] V. Basic Information of the Board Directors, Supe rvisors and Senior Management Members As of the signing date of this summary of the report, the basic information of the board directors, supervisors and senior management members of the acquiring company is as follows: Whether to obtain the residency Previous Long-term Name Positions Nationality right of Names Residence other countries or regions Frank Chairman of the Board and None PRC PRC No Ning General Manager Huang None Board Director PRC PRC No Jianjun 12 Whether to obtain the residency Previous Long-term Name Positions Nationality right of Names Residence other countries or regions Zhang None Board Director PRC PRC No Qizhi Bai Wei None Board Director PRC PRC No Zhou None Board Director PRC PRC No Hong Yang Chairman of None PRC PRC No Xingqiang the Supervisory Board Jin None Supervisor PRC PRC No Hongxiang Yin Fang None Financial Director PRC PRC No (VI) Punishment, Major Lawsuits or Arbitration of the Acquiring Company and its Board Membe rs, Supervisors and Senior Management Members in the Past Five Years The acquiring company, established on June 27th, 2019, has been operating for less than five years. From its establishment to the signing date of this summary of the report, there has been no administrative penalty (except those that are clearly unrelated to the securities market), criminal penalties, or major civil litigation or arbitration related to economic disputes. As of the signing date of this summary of the report, the directors, supervisors and senior management personnel of the acquiring company have not been subject to administrative penalties (except those that are clearly unrelated to the securities market), criminal penalties or major civil litigation or arbitration related to economic disputes within the last five years. (VII) Cases in which the acquiring company, its controlling shareho lder and the actual controller have interests in other domestic or overseas listed companies accounting for or exceeding 5% of the issued shares of the company, and in which they hold more than 5% of the shares of any financial institutions 1. Cases in which the acquiring company, its controlling shareholder and actual controller have interests in other domestic and overseas listed companies accounting for or exceeding 5% of the issued shares of the company As of the signing date of the summary of the report, the acquiring company did not have any interests in domestic or overseas listed companies. 13 As of the signing date of the summary of the report, in addition to ADAMA, CNAC, the controlling shareholder of the acquiring company, directly and indirectly holds more than 5% of the shares of other listed companies in China and abroad as follows: Name of the Shareholding Registered No. Listed Ticker Main Business Proportion Capital Company (%) Import and export of goods; (The following businesses are operated only by branches.) technical services of chemical machinery, electrical and instrumentation; production of urea and synthetic ammonia; production and sales of circulating water for industry use; production of toluene-2.4-diisocyanate (TDI) DI2.4-dinitro Production of toluene Cangzhou (DNT), hydrochloric 1 Dahua Group 600230.SH 411,863,500 acid, o-toluenediamine 46.25% Co., Ltd. (OTD), caustic soda, liquid chlorine, sulfuric acid, sodium hypochlorite, mirabilite, hydrogen, nitric acid (HNO3); production and sales of urea aqueous solutions; road transportation for both common and hazardous goods; (The following businesses are operation only by the oringinal Woyuan Branch.) wholesale of natural gas (no storage operation, and limited to non-fuel 14 Name of the Shareholding Registered No. Listed Ticker Main Business Proportion Capital Company (%) uses such as industrial raw materials); and other projects that are subject to approval according to laws and can only be operated after approval by relevant departments. As of the signing date of the summary of the report, in addition to ADAMA, ChemChina directly and indirectly holds and controls more than 5% of the shares of other listed companies in China and abroad as follows: Name of the Registered Shareholding No. Listed Ticker Capital Main Business Proportion Company Development, production and marketing of animal nutrition additives, Bluestar including functional 1 Adisseo 600299.SH 2,681,901,273 63.74% products, specialty Company products and other additive products for animal feed Research and development, engineering design, product manufacturing and promotion of chemical machinery, chemical engineering and KraussMaffei equipment, materials and 2 600579.SH 898,091,474 75.39% Co., Ltd. corrosion, automatic control of production processes, online analytical instruments, radioactive detection instruments and environmental protection technologies and 15 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company Carbon-chemical technology and catalyst, pressure swing adsorption gas separation technology and equipment, industrial special valves, synthetic linalool, vitamin E series of fine chemical products (excluding pharmaceuticals), industrial gases (operating dangerous chemicals in accordance with hazardous Sichuan chemicals business Tianyi license) The business Science and scope of the approved Technology business is engaged in Co., Ltd.(the the research, 3 listed holding 600378.SH 896,624,657 development and 68.45% company of production of the China Haohua business (the Chemical establishment of another (Group) branch of the industrial Corporation) industry or the operation of alternative sites), sales, technical services and related engineering design and engineering contracting; gas cylinder inspection; engineering consulting services (Except for special provisions of the state (projects involving qualification licenses are operated with qualification licenses); licenses for qualifications involving qualifications); 16 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company operations for the production of self-produced products and technologies of the enterprise; Import and export of raw and auxiliary materials, instruments and meters, machinery and equipment, spare parts and technology (excluding the state-limited company operations and the state's ban on import and export of goods and technologies); operating feed processing and "three to one supplement" business. The above business projects do not include laws, regulations and projects decided by the State Council that require pre-approval or approval Production and sales of chlor-alkali chemical products, production and sales of petrochemical products, production and China sales of polyether Bluestar chemical products. The 4 Shenyang 000698.SZ 819,514,395 main products of 46.03% Chemical chlor-alkali chemical Co., Ltd. industry are caustic soda, polyvinyl chloride (PVC) paste resin, etc. The main products of petrochemical industry include acrylic acid and 17 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company esters, polyethylene, propylene, liquid paraffin, liquefied gas, etc… Import and export of goods; (the following branches operate) chemical machinery, electrical, instrumentation technical services; urea, synthetic ammonia production; industrial circulating water production, sales; toluene-2.4-diisocyanate (TDI), 2.4-dinitro Production of toluene (DNT), hydrochloric acid, o-toluenediamine (OTD), caustic soda, liquid chlorine, sulfuric Cangzhou acid, sodium 5 Dahua Co., 600230.SH 411,863,500 hypochlorite, mirabilite, 46.25% Ltd. hydrogen, nitric acid (HNO3); production and sales of urea aqueous solution; road transport of ordinary goods, road of dangerous goods Transportation; the following restrictions on the operation of the original branch: wholesale natural gas (no storage operations, and limited to non-fuel uses such as industrial production materials). (Projects subject to approval according to law may be operated 18 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company after approval by relevant departments) To operate the export business of tires and related technologies produced by the company; import and export business and commission agents (excluding auctions) for tires, rubber products, raw and auxiliary materials required for tire production, machinery and equipment, spare parts, instruments and related technologies; Foreign cooperative production, processing of incoming materials, sample processing, Aeolus Tyre 6 600469.SH 562,413,222 assembly of parts and 44.58% Co., Ltd. compensation trade; import and export of goods and technology (except for goods and technologies that are restricted or restricted by the state); sales of raw and auxiliary materials for tire production Automobile and construction machinery spare parts sales; tire development and related technical consultation; business management consulting; housing, equipment leasing; warehousing services (excluding dangerous 19 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company chemicals such as flammable and explosive) Production and sales of urea, compound fertilizer, liquid carbon dioxide, formic acid, ammonium sulfate, yuanming powder, oxalic acid, sulfur, synthetic ammonia, industrial methanol, liquefied methane (production of hazardous chemicals should be obtained after production license); organic-inorganic Production and sales of compound fertilizers, Guangxi organic fertilizers, Hechi bio-organic fertilizers, 7 000953.SZ 294,059,437 11.02% Chemical compound Co., Ltd. micro-fertilizers, etc.; operation of feed processing and “three to one supplement” business; painting engineering, construction and construction of anti-corrosion, metal plating; road ordinary cargo transportation; Production of plastic packaging for food (only for the lease of Guangxi Hechi J insu Co., Ltd. production and operation project), coal purchase and sale Shanghai Chassis suspension 8 603037.SH 105,823,700 9.68% Carthane Co., system special shock 20 Name of the Registered Shareholding No. Listed Ticker Main Business Capital Proportion Company Ltd. absorbing components and control system development, production and sales of lightweight pedal assembly products Tires for automobiles, Pirelli & C. 9 PIRC - motorcycles and 45.52% SpA bicycles Silicon-based materials 10 Elkem ASA ELK - 58.20% and metal silicon alloys 2. Cases in which the acquiring company, its controlling shareholder and actual shareholder hold more than 5% of the shares of any financial institutions As of the signing date of the summary of the report, the acquiring company did not hold any shares of financial institutions. As of the signing date of the summary of the report, CNAC, the controlling shareholder of the acquiring company did not hold any shares of financial institutions. As of the signing date of the summary of the report, ChemChina directly and indirectly holds more than 5% of the shares of financial institutions as follows: Registered Shareholding No. Company Name Main Business Capital Proportion Handling financial and financing consultants, credit certificates and related consulting and agency services to member units; assisting member units in realizing the payment and payment of ChemChina transaction funds; approved 1 Finance 84,122.5 100% insurance agency business; Corporation providing guarantees to member units; handling entrusted loans between member units And entrusted investment; handling bill acceptance and discounting for member units; handling internal transfer settlement 21 Registered Shareholding No. Company Name Capital Main Business Proportion between member units and corresponding settlement and clearing plan design; absorbing deposits from member units; handling loans and financing leases for member units; engaging in interbank lending; Underwriting member companies' corporate bonds and fixed income portfolio securities investments. (Enterprises shall independently select operating projects and carry out business activities according to law; projects that are subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities; they shall not engage in the business activities of the city's industrial policy prohibition and restriction projects) II. Overview of the Person Acting in Conce rt (I) About Sanonda Holding Co., Ltd. Name of the Acquiring Jingzhou Sanonda Holding Co., Ltd Company Legal Representative Chen Hongbo Registered Capital RMB 276.375286 million yuan Registered Address No. 93 Beijing Donglu Road, Shashi District Limited Liability Company (Taiwan, Hong Kong or Macau and Type of Businesses Domestic Joint Venture) Major Shareholders and CNAC International Co., Ltd 87.08% Their Shareholding China Agricultural Development Fund Co., Ltd. 12.92% Proportion Unified Social Credit 914210001789877892 22 Code Sales of mechanical equipment and accessories, general machinery, metal materials, office supplies, advertising consumables, packaging materials, chemical products (excluding hazardous chemicals); advertising planning, design, production agency, publishing; copying, Bus iness Scope typing; own house rental. (Involving the license business project, it should be approved by the relevant department before it can operate) (The above projects do not involve special management measures for foreign-invested enterprises) Operation Period From July 23rd , 1996 to Dec. 14th , 2044 Address No. 93, Beijing Donglu Road, Shashi District Contact 010-82677835 (II) Equity Control of the Controlling and Actual Shareholders of Sanonda Holding Co., Ltd. As of the signing date of the summary of the report, CNAC indirectly holds 87.08% shares of Sanonda Holdings through its wholly-owned subsidiary, CNAC International Co., Ltd. CNAC International Co., Ltd is the controlling shareholder of the person acting in concert and SASAC is its actual controller. The equity control relationship between the controlling and the actual shareholder of the person acting in concert is shown in the following figure. SASAC 100% ChemChina 100% CNAC 100% China Agricultural Development Fund for CNAC International Major Construction Projects 87.08% 12.92% Sanonda Holding 4.89% 23 ADAMA Ltd. Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s Republic of China", the State-owned Assets Supervision and Administration Commission of the State Council transferred 10% shares of China National Chemical Corporation held by itself to the Social Security Foundation. As of the signing date of the summary of this report, the change to the business registration for the above-mentioned transfer have not yet completed. (III) Major Subsidiaries and Their Main Businesses of the Controlling Shareholder or the Actual Controller of Sanonda Holding CNAC International, the controlling shareholder of Sanonda Holding, is a wholly-owned subsidiary of ChemChina Group. As of the signing date of the report, the major subsidiaries and their main businesses of ChemChina as of the signing date of the summary of the report are listed in “(III) Major Subsidiaries and Their Main Businesses of the Controlling Shareholder or the Actual Controller of the Acquiring Company” of “I Overview of the Acquiring Company” in “Chapter 2 Introduction of the Acquiring Company and its Person Acting in Concert”. (IV) Business Development and Finance Overvie w of Sanonda Holding 1. Main Business Sanonda Holdings was incorporated on July 23, 1996 with its registered address as No. 93, Beijing Donglu Road, Shashi District. Its business scope is "mechanical equipment and accessories, general machinery, metal materials, office supplies, advertising consumables, packaging materials, chemical products (Sales of dangerous chemicals are not included; advertising planning, design, production agency, publishing; copying, typing; own house rental. (Involving licensing projects, they should obtain permission from relevant departments before they can operate) (The above projects do not involve special management measures for foreign-invested enterprises.) 2.Summary of Financial Statements for the Last Three Years As of the signing date of this report, the main financial data for the last three years of Sanonda Holdings are as follows 24 Unit: 10,000 yuan Balance Sheet Dec. 31st, 2018 Dec. 31st, 2017 Dec. 31st, 2016 Total Assets 131,928.79 210,737.74 307,957.52 Total Liabilities 59,886.43 79,653.80 118,674.34 Owners’ Equity 72,042.37 131,083.94 189,283.18 Equity Attributed to 72,042.37 131,083.94 29,179.30 the Parent Company Debt Asset Ratio 45.39% 37.80% 38.54% Profit and Loss 2018 2017 2016 Revenue 9.05 18.33 185,474.59 Net Income 1,280.78 -471.04 -7,941.37 Net Income Attributed to the 1,280.78 -471.04 -1,993.35 Parent Company ROE 1.26% - - Note 1: The financial data for the last three years mentioned above was audited. Note 2: Asset-liability ratio = total liabilities / total assets Note 3: ROE = net profit attributed to owners of the parent company / [(owners’ equity attributed to the parent company at the ending period + owners’ equity attributed to the parent company at the beginning period) /2]. (V) Holding Directors, Supervisors and Senior Management of Sanonda As of the signing date of the summary of the report, the basic information of the controlling board directors, supervisors and senior management members of Sanonda Holdings is as follows: Whether to obtain the residency Previous Long-term Name Positions Nationality right of Names Residency other countries or regions Chen Chairman of the Board and None PRC PRC No Hongbo General Manager Zhang None Board Director PRC PRC No Xiaowei Xie None Board Director PRC PRC No shaolan Zhao None Board Director PRC PRC No Junyi (VI) Punishment, Major Laws uits or Arbitration of Sanonda Holdings and its 25 Board Membe rs, Supervisors and Senior Manage ment Members in the Past Five Years As of the signing date of this summary report, Sanonda Holdings, its directors, supervisors, and senior management personnel have not been subject to administrative penalt ies (except those that are clearly unrelated to the securities market) and criminal penalties, or involved in any major civil lawsuits or arbitrations related to economic disputes that should be disclosed in accordance with the standards required by the Rules for Listed Companies within the last five years. (VII) Cases in which Sanonda Holdings, its controlling shareholder and the actual controller have interests in other domestic or overseas listed companies accounting for or exceeding 5% of the issued shares of the company, and in which they hold more than 5% of the shares of any financial institutions 1. Cases in which Sanonda Holdings, its controlling shareholder and actual controller have interests in other domestic and overseas listed companies accounting for or exceeding 5% of the issued shares of the company As of the signing date of the summary of the report, Sanonda Holdings has no interests in other listed companies in China and overseas except for ADAMA. Please refer to “1. Cases in which Sanonda Holdings, its controlling shareholder and actual controller have interests in other domestic and overseas listed companies accounting for or exceeding 5% of the issued shares of the company” under “(VII) Cases in which Sanonda Holdings, its controlling shareholder and the actual controller have interests in other domestic or overseas listed companies accounting for or exceeding 5% of the issued shares of the company, and in which they hold more than 5% of the shares of any financial institutions” in “Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert” for detailed cases in which ChemChina directly and indirectly holds more than 5% shares of other listed companies at home and abroad As of the signing date of the summary of the report. 2. Cases in which Sanonda Holdings, its controlling shareholder and actual controller hold more than 5% of the shares of any financial institutions As of the signing date of the summary of the report, Sanonda Holdings did not hold any shares of financial institutions. Please refer to “2. Cases in which the acquiring company, its controlling shareholder and actual shareholder hold more than 5% of the shares of any financial institutions” under “(VII) Cases in which Sanonda Holdings, its controlling shareholder and the actual controller have interests in other domestic or overseas listed companies accounting for or exceeding 5% of the 26 issued shares of the company, and in which they hold more than 5% of the shares of any financial institutions” in “Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert” for detailed cases in which ChemChina directly and indirectly holds more than 5% shares of any financial institutions As of the signing date of the summary of the report. 27 Chapter 3 Decision Making and Purpose of the Acquisition I. Purpose of the Acquisition In order to deepen the reform of state-owned enterprises and optimize resource allocation, Sinochem and ChemChina plan to consolidate and inject their agricultural businesses into ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd, which will receive 74.02% shares of ADAMA held by CNAC through the free transfer of state-owned equity rights. II. The Shareholding Plan of the Acquiring Company and its Person Acting in Concert in the Next 12 Months As of the signing date of the summary of the report, the acquiring company and its person acting in concert have no plan to increase or dispose shares of the listed company in the next 12 months, except for the shares of the listed company to be acquired as disclosed in the summary of the report. However, it does not rule out the increase or decrease of ADAMA shares due to the business merger, capital operation and other matters of the acquiring company. If such case happens, the acquiring company and its person acting in concert shall perform their obligation of information disclosure in a timely manner in compliance with the requirements of relevant laws and regulations. III. Relevant Procedures Fulfilled during the Acquisition (I) Relevant Procedures Already Fulfilled On Dec. 30th , 2019, ChemChina issued “Notice on the Free Transfer of State-owned Equity Rights in ADAMA Ltd.” and approved that CNAC would transfer 1,810,883,039 ADAMA shares held by itself, accounting for 74.02% of the total, to the acquiring company free of charge. st On Dec.31 , 2019, executive directors of the board of CNAC signed the "Decision of Executive Directors on the Free Transfer of Shares" and agreed that it would transfer 74.02% ADAMA shares held by itself to the acquiring company. On Dec.31st, 2019, ChemChina signed “Shareholders' Decision of CNAC on the Transfer of Shares" and agreed that CNAC would transfer 74.02% ADAMA shares held by itself to the acquiring company. 28 st On Dec. 31 , 2019, the acquiring company held the third meeting of the first session of the board of directors. It was agreed in the meeting that the acquiring company, as the transferee, would receive 74.02% ADAMA shares held by CNAC through the free transfer. On December 31st , 2019, all shareholders of the acquiring company convened the second extraordinary general meeting of shareholders for 2019, and agreed that the acquiring company, as the transferee, would receive 74.02% ADAMA shares held by CNAC free of charge. th On January 5 , 2020, the acquiring company and CNAC signed the "Agreement on Share Transfer”. (II) Approval Procedures to be Fulfilled during the Acquisition According to the relevant provisions of the "Acquisition Measures", this acquisition still needs the consent of CSRC to exempt the acquiring company from the obligation of tender offer. 29 Chapter 4 Acquisition Structure I. Shares of Listed Companies Held by the Acquiring Company and its Person Acting in Concert Prior to the acquisition, the acquiring company did not directly or indirectly hold shares of the listed company. Sanonda Holdings, the person acting in concert, holds 119,687,202 shares of the listed company, accounting for 4.89% of its total equity; after the acquisition, the acquiring company will directly hold 1,810,883,039 shares of the listed company, accounting for 74.02% of the total. Then, it will become the controlling shareholder of the listed company, and the shareholding status of the person acting in concert, namely Sanonda Holdings, will remain unchanged. 1. the Shareholding Structure before the Acquisition SASAC 100% ChemChina 100% CNAC 100% 100% 99% Maidao CNAC International 1% 74.02% 87.08% The Acquiring Company Jingzhou Sanonda Holding 4.89% ADAMA Ltd. Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s Republic of China", the State-owned Assets Supervision and Administration Commission of the State Council transferred 10% shares of China National Chemical Corporation held by itself to the Social Security Foundation. As of the signing date of the summary of this report, the change to the business registration for the above-mentioned transfer have not yet completed. 30 2. Equity Structure after the Acquisition SASAC 100% ChemChina 100% CNAC 100% 100% CNAC International Maidao Agrochemical 99% 1% ChemChina (Shanghai) 87.08% Agricultural Science and Sanonda Holding Technology Co., Ltd. 74.02% 4.89% ADAMA Ltd. Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s Republic of China", the State-owned Assets Supervision and Administration Commission of the State Council transferred 10% shares of China National Chemical Corporation held by itself to the Social Security Foundation. As of the signing date of the summary of this report, the change to the business registration for the above-mentioned transfer have not yet completed. II. Transaction Agreement Involved in the Acquisition (I) Signing Parties and Time The state-owned equity is transferred from CNAC to ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd. The agreement of the transfer is signed on Jan.5th , 2020. (II) Main Contents of the Agreement 1. Transfer Method It will be a free transfer. 31 2. Transferred Shares and the Base Date The transferred shares are 1,810,883,039 shares of the ListCo. held by CNAC, accounting for 74.02% of the total capital of the listed company. The base date for this free transfer is December 31st, 2018. 3. Liabilities and Employees After the completion of this transfer, the original claims, debts and contingent liabilities (including guarantees, mortgages, pledges, liens, etc...) of the listed company will continue to be borne by itself. The transfer does not involve staff relocation and resettlement; the employment of the existing employees of the listed company will not be adjusted due to the transfer. 4. Condition Precedent The agreement should be signed and sealed by the authorized representatives of both parties and approved by (1) the authorized institution of the state-owned assets authorities or the authorized institutions of the state-owned assets authorities, and (2) approved by CSRC to exempt the obligation of the tender offer. III. Approval Procedures Already Fulfilled and Still to be Fulfilled (I) Approval Procedures Already Fulfilled On Dec. 30th, 2019, ChemChina issued “Notice on the Free Transfer of State-owned Equity Rights in ADAMA Ltd.” and approved that CNAC would transfer 1,810,883,039 ADAMA shares held by itself, accounting for 74.02% of the total, to the acquiring company free of charge. On Dec.31st, 2019, executive directors of the board of CNAC signed the "Decision of Executive Directors on the Free Transfer of Shares" and agreed that it would transfer 74.02% ADAMA shares held by itself to the acquiring company. On Dec.31st, 2019, ChemChina signed “Shareholders' Decision of CNAC on the Transfer of Shares" and agreed that CNAC would transfer 74.02% ADAMA shares held by itself to the acquiring company. On Dec. 31st , 2019, the acquiring company held the third meeting of the first session of the board of directors. It was agreed in the meeting that the acquiring company, as the transferee, would receive 74.02% ADAMA shares held by CNAC through the free transfer. 32 st On December 31 , 2019, all shareholders of the acquiring company convened the second extraordinary general meeting of shareholders for 2019, and agreed that the acquiring company, as the transferee, would receive 74.02% ADAMA shares held by CNAC free of charge. On January 5th, 2020, the acquiring company and CNAC signed the "Agreement on Share Transfer”. (II) Approval Procedures to be Fulfilled during the Acquisition According to the relevant provisions of the "Acquisition Measures", this acquisition still needs the consent of CSRC to exempt the acquiring company from the obligation of tender offer. IV. Restrictions on the Rights of Shares of Listed Companies Held by the Acquiring Company and its Person Acting in Conce rt As of the signing date of the summary of the report, CNAC directly holds 1,810,883,039 shares of the listed company, accounting for 74.02% of its total equity; according to the shareholding commitment of CNAC, these shares are currently locked and the restriction for sales will expire on August 2nd, 2020. Except the case mentioned above, there is no other restriction of rights such as pledge and judicial freezing, etc. for this free transfer. As of the signing date of the summary of the report, Sanonda Holdings directly holds 119,687,202 shares of the listed company, accounting for 4.89% of its total equity. The shares mentioned above are floating stock and there are no restrictions on pledge, judicial freeze and other restrictions of rights. As this acquisition is a free transfer between subsidiaries of ChemChina, it belongs to the exception of the commitment made by CNAC for the restricted sales of shares. Therefore, the restriction does not affect the acquisition. The acquiring company has promised to continue to fulfill what CNAC had been committed in locking the sales of 1,810,883,039 shares of the listed company during the remaining period. V. Other Relevant Arrange ments According to the "Performance Compensation Agreement " signed by CNAC and the ListCo as well as requirements of relevant laws and regulations, CNAC shall fulfill its commitment of performance compensation for the previous major asset restructuring. If the performance compensation obligation is activated, CNAC will first perform the compensation obligation with ADAMA shares held by itself and make up the total amount in cash 33 if there is any shortfall. As of the signing date of the summary of this report, the above-mentioned compensation commitments are still valid within the performance period. The acquisition is an internal free transfer of assets within ChemChina and therefore, the acquiring company has promised to continue to fulfill the relevant obligations CNAC is bearing according to the Performance Compensation Agreement. 34 Chapter 5 Other Major Issues As of the signing date of the summary of the report, the acquiring company and its person acting in concert have truthfully disclosed relevant information on the acquisition in accordance with the disclosure requirements of the “Content and Format Guidelines of Information Disclosure for Companies that Have Public Offering of Securities, Document No. 16, About the Acquisition Report of Listed Companies (2014 Revision)”. There are no other major matters that should be disclosed in connection with this acquisition, and there is no other information that CSRC or the stock exchange requires the acquiring company to provide. The acquiring company and its person acting in concert do not constitute the case stipulated in Article 6 of the Acquisition Measures, and they can provide relevant documents in accordance with Article 50 of the Acquisition Measures. 35 Statement of the Acquiring Company I (and the institution that I represent) confirm that this summary of the report is free from false records, misleading statements or material omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness. ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd (Stamp) Signature by its Legal Representative or Authorized Representative Jan.5th , 2020 36 Statement of the Person Acting in Concert I (and the institution that I represent) confirm that this summary of the report is free from false records, misleading statements or material omissions, and bear indiv idual and joint legal liabilities for their authenticity, accuracy and completeness. Jingzhou Sanonda Holding Co., Ltd. (Stamp) Signature by its Legal Representative or Authorized Representative Jan.5th , 2020 37 (There is no text on the page. It is for the signature and stamp of “the Summary of the Acquisition Report for ADAMA Ltd.”) ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd (Stamp) Signature by its Legal Representative or Authorized Representative Jan.5th , 2020 38 (There is no text on the page. It is for the signature and stamp of “the Acquisition Report ADAMA Ltd.”) Jingzhou Sanonda Holding Co., Ltd. (Stamp) Signature by its Legal Representative or Authorized Representative Jan.6th , 2020 39