Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 20 20-9




                                   ADAMA Ltd.
         Announcement on Signing the Supplemental
        Agreement to the Equity Purchase Agreement

  The Company and all members of the Company’s Board of Directors confirm that all
  information disclosed herein is true, accurate and complete, with no false or
  misleading statement or material omission.



  I. Overvie w of the Transaction

  On November 5, 2019, the 18th Meeting of the 8th session of the Board of Directors of
  the Company approved the Proposal and Context of the Acquisition of 50% of the
  Equity Interests in Shanghai Dibai Plant Protection Co., Ltd. (“Dibai”), the domestic
  distribution arm of Jiangsu Huifeng Agrochemical Co., Ltd. (“Huifeng”). On
  November 6, 2019, the Company executed Equity Purchase Agreement (“EPA”) with
  Huifeng to acquire the 50% of the equity interests in Dibai held by Huifeng. The
  estimated purchase price is RMB 370 million, with the final purchase price to be
  determined based on the net debt of Dibai at Closing Date in accordance with the
  EPA and is subject to the Appraisal Report. The EPA can be terminated if any closing
  condition is not met by February 29, 2020 by either the Company or Huifeng where
  applicable, sending written notice to the other.

  For details, please see the Announcement on the Resolutions of the 18 th meeting of
  the 8th session of the Board (announcement No. 2019-53) and the Announcement on
  the Acquisition of 50% of the Equity Interests in Shanghai Dibai Plant Protection Co.,
  Ltd.(announcement No. 2019-54) which disclosed by the Company on the website
  www.cninfo.com.cn on November 7, 2019.

  Due to the reason that the closing conditions haven’t been met yet, on February 26,
  2020, the 21st meeting of the 8th session of the Board approved a Proposal on Signing


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the Supplemental Agreement to the Equity Purchase Agreement according to which
the Company is entitled to sign the Supplemental Agreement to the Equity Purchase
Agreement (“Supplemental Agreement”) with Huifeng.


II．Key Terms of the Supple mental Agreement

1. The Company and Huifeng agree that, after Closing, if the actual business between
Dibai and Nongyi E-commerce (Beijing) Co., Ltd. (and its subsidiaries), a
non-controlled subsidiary of Huifeng, does not reach the agreed business target, the
purchase price for the equity interest will be reduced according to an agreed formula.

2. The Company and Huifeng agree to extend the date, on which if any closing
condition is not met, either the Company or Huifeng is entitled to terminate the EPA
with a written notice where applicable from February 29, 2020 to June 30, 2020.

3. The Supplemental Agreement is part of the EPA. Unless the revisions made by the
Supplemental Agreement, contents of the EPA will remain the same.


III. Impact of the Supple mental Agreement on the Company

The Supplemental Agreement is the result of negotiations between the Company and
Huifeng. It will have no adverse impact on the performance and business operations
of the Company. It will also not impact the future development strategy and business
plan of the Company. The interests of the shareholders will not be harmed.


IV．Filling Documents

1. The Resolutions of the 21 st Meeting of the 8th Session of the Board.

2. The Supplemental Agreement to the Equity Purchase Agreement

It is hereby resolved.

                                                Board of Directors of ADAMA Ltd.

                                                                    February 27, 2020




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