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公司公告

安道麦B:关于回购注销业绩补偿股份的债权人通知暨减资公告(英文版)2020-05-21  

						Stock Code: 000553(200553)    Stock Abbreviation: ADAMA A(B)         Announcement No. 2020-32




                                   ADAMA Ltd.
  Announcement on the Share Buyback and Cancellation
   and the Decrease of Registered Capital and Creditor
                         Notice


      The Company and all members of its board of directors hereby confirm that all
      information disclosed herein is true, accurate and complete with no false or
      misleading statement or material omission.



  The 25th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd.
  (hereinafter referred to as the “Company”) held on April 27, 2020 deliberated and
  adopted Proposal on the Overall Achievement of the Committed Performance included in
  the Major Assets Restructuring Project and the Planned Compensation to the Company
  by the Obligors, Proposal on the Share Buyback and Cancellation and the Decrease of the
  Registered Capital of the Company, and Proposal on Revisions to the Articles of
  Association of the Company and Relevant Rules of Procedures. The 2019 Annual
  General Meeting held on May 20, 2020 reviewed and approved the aforesaid three
  proposals.

  According to the Performance Compensation Agreement and its supplementary
  agreements signed by the Company and China National Agrochemical Co.,Ltd
  (hereinafter referred to as “CNAC”), the Company plans to repurchase and deregister
  102,432,280 shares to be compensated by the obligor at the price of one yuan, due to the
  fact that ADAMA Agricultural Solutions Ltd., the Company’s wholly-owned subsidiary,
  failed to meet the performance commitment under the Performance Compensation
  Agreement. After the share buyback and cancellation of the above shares, the Company’s
  total share capital will be reduced from 2,446,553,582 shares to 2,344,121,302 shares,

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and the registered capital will be reduced from RMB 2,446,553,582 to RMB
2,344,121,302 consequently.

Since the Company’s share buyback and cancellation of compensation shares will result
in a decrease in the registered capital, according to the Company Law of the People’s
Republic of China (hereinafter referred to as the “the Company Law”) and relevant laws
and regulations, the Company hereby notifies the creditors: within 45 days after the
issuance of this announcement, the creditor shall be entitled to demand the Company to
pay off the debts or to provide respective guarantees.

If any creditor of the Company demands the company to pay off the debts or provide
respective guarantees, it shall submit a written request to the Company in accordance
with the relevant provisions of the Company Law and related laws and regulations and
attach relevant certification documents. If the creditor fails to exercises the above rights
within the time limit, it will not affect the validity of the creditor’s rights. The related
debts (obligations) will continue to be performed by the Company in accordance with the
original agreement on the creditor’s rights.

This announcement is hereby made.




                                                  The Board of Directors of ADAMA Ltd.

                                                                             May 21, 2020




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