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
