Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-38
ADAMA Ltd.
Announcement on the Release of Restricted Shares
issued for the Major Assets Restructuring
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.
Highlights:
1. The public trading of the restricted shares will start on August 3rd, 2020;
2. There will be 1,708,450,759 restricted shares to be converted into unrestricted,
accounting for 72.88% of the total equity.
I. Basic Information of the Restricted Shares
1. Issuance of Restricted Shares
According to the "Approval on the Share Issuance of Hubei Sanonda Co., Ltd. to China
National Agrochemical Co., Ltd. for Asset Purchase and Supportive Financing" by
China Securities Regulatory Commission [File No.(2017) 1096 of CSRC], ADAMA
Ltd. (hereinafter referred as “the Company”) issued common shares of 1,810,883,039
in July 2017 to China National Agrochemical Co., Ltd. (hereinafter referred to as
"CNAC") to purchase the 100% equity of ADAMA Agricultural Solutions Ltd., a
wholly owned subsidiary of CNAC, at the price of RMB10.20 yuan per share
(hereinafter referred as “the major asset restructuring”). Details are as follows.
Date of
Number of Restriction
No. Shareholder Public
Shares Period
Offering
August 2nd,
1 CNAC 1,810,883,039 36 Months
2017
Total 1,810,883,039 - -
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2. Free Transfer and Partial Cancellation of Registration of the Restricted Shares
On June 16th, 2020, CNAC transferred its 1,810,883,039 shares of the Company to
Syngenta Group Co., Ltd. (hereinafter referred to as "Syngenta Group") for free.
Therefore, Syngenta Group carries on CNAC’s commitment for the restricted shares
and continues to lock in these shares within the remaining lock-up period.
On July 13rd, 2020, the Company repurchased 102,432,280 shares from Syngenta
Group and then cancelled the registration in order to fulfill the performance
compensation commitment. As a result, changes to the restricted shares held by
Syngenta Group are as follows.
Number of Number of
Number of
Restricted Restricted
Restricted Reasons for
No. Shareholder Shares Shares after
Shares before Changes
Involved in Changes
Changes
Changes
Syngenta Performance
1 1,810,883,039 -102,432,280 1,708,450,759
Group Compensation
Total 1,810,883,039 -102,432,280 - 1,708,450,759
As of the disclosure date of this announcement, the Company holds a total equity of
2,344,121,302 shares. The number of shares with their restriction lifted is
1,708,450,759 shares, accounting for 72.88% of the total.
II. Commitment Fulfillment by the Shareholder of Restricted Shares who Apply
to Lift the Trading Restriction
1. Commitment of the Trading Restriction
Shareholder
of the Commitment Expiration Fulfillment
Commitment
Restricted Dates Date Progress
Shares
The new shares of the listed
company increased by the issuance
and asset purchase will not be
transferred in any way within 36
months from the date of its public
CNAC and offering (except the transfer within Oct.12th, 2016
August 2nd,
Syngenta ChemChina and its subsidiaries of and Jan. 7th, Completed
2020
Group the above-mentioned shares 2020
resulting from the reorganization
and integration or the free transfer
of state-owned assets; the transferee
must continue to lock in the
acquired shares within the
2
Shareholder
of the Commitment Expiration Fulfillment
Commitment
Restricted Dates Date Progress
Shares
remaining lock-up period after the
transfer). According to Article 48 of
the "Management Measures for
Major Asset Restructuring of Listed
Companies", if the closing price of
the listed company's stock remains
lower than the issuance price for 20
consecutive trading days within six
months after the completion of this
transaction, or if the price at the end
of the six-month period after the
completion of the transaction is less
than the issuance price, the lock-up
period will be automatically
extended for at least another six
months. Then when the extended
period expires, the follow-up steps
shall be taken in accordance with
laws, regulations and relevant
requirements of both CSRC and
Shenzhen Stock Exchange.
2. Performance Commitment and Compensation Arrangements for the Major Asset
Restructuring
Shareholder
of the Commitment Expiration Fulfillment
Commitment
Restricted Dates Date Progress
Shares
As for the major asset restructuring, Completed;
the compensation obligation for the please refer to
performance commitment shall be Announcement
fulfilled in compliance with on the
relevant laws, regulations and the Completion of
CNAC and Performance Compensation Sep.13th, 2016 Buyback and
Dec.31st,
Syngenta Agreement signed with the listed and Jan. 7th, Cancellation of
2019
Group company. Under the obligation of 2020 the
performance compensation, shares Compensation
of ADAMA shall be primarily used Shares
for the fulfillment and cash shall be (Announcement
paid if there is any insufficiency of No. 36) for
the amount. details.
In summary, the shareholder who applied for the release of the trading restriction kept
the above-mentioned commitments.
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III. Arrangements for Shares Converted from Restricted to Unrestricted
1. There will be 1,708,450,759 restricted shares to be converted into unrestricted,
accounting for 72.88% of the total equity;
2. The public trading of the restricted shares will start on August 3rd, 2020;
3. Details are presented regarding to the restricted shares to be converted and the
follow-up public offering information.
Number of Proportion of
Shares Held Number of Remaining Shares with
before the Shares with Holdings of Restriction to
No. Shareholder Total Holdings
Release of Restriction to Shares with be Released to
Trading be Released Restriction the Total
Restrictions Equity
Syngenta
1 1,708,450,759 1,708,450,759 1,708,450,759 0 72.88%
Group
Total 1,708,450,759 1,708,450,759 1,708,450,759 0 72.88%
IV. Change to Shareholding Structure
Before Releasing the After Releasing the
Restriction Converted Restriction
Types of Shares
Number of Shares Number of
Proportion Proportion
Shares Shares
I. Restricted Shares 1,708,455,259 72.8825% -1,708,450,759 4,500 0.0002%
Shares Held by
State-owned Legal 1,708,450,759 72.8824% -1,708,450,759 0 0.0000%
Person
Shares Held by
Domestic Natural 4,500 0.0002% 0 4,500 0.0002%
Person
II. Shares not subject to
635,666,043 27.1175% 1,708,450,759 2,344,116,802 99.9998%
Trading Restriction
RMB Ordinary Shares 468,616,702 19.9911% 1,708,450,759 2,177,067,461 92.8735%
Domestically Listed
167,049,341 7.1263% 0 167,049,341 7.1263%
Foreign Shares
III. Total Shares 2,344,121,302 100.0000% 0 2,344,121,302 100.0000%
Note: The difference of the mantissa, if there is any, between the total shares in the last
row of the table above and the sum of all values along the column is caused by
rounding.
V. Whether shareholders of shares with the trading restriction lifted this time
have occupied the non-operating capital, or illegally bought and sold the
Company’s shares; and whether the Company has ever offered illegal guarantees
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to any of these shareholders
As of the disclosure date of this announcement, the shareholder who has applied for
lifting the trading restriction of shares did neither occupy the Company's non-operating
funds, nor did it illegally buy and sell the Company’s shares; the Company has never
illegally offered guarantee to the shareholder.
VI. Disposal and Shareholding Reduction Planning of the Controlling
Shareholder of the Company for Shares with the Trading Restriction to be Lifted
As the controlling shareholder of the Company, Syngenta Group applying for lifting the
trading restriction has temporarily no plan to sell more than 5% of relevant shares
through the auction trading system run by Shenzhen Stock Exchange within six months
after the conversion is complete.
If it does plan to do so in the future and its shareholding drops more than 5% within six
months from the first reduction, it promises to release the informative announcement to
the public through the listed company within two trading days from the first reduction.
In the informative announcement, it commits itself to the disclosure of number, time
and price range of shares to be sold as well as reasons of reduction and other details
required by Shenzhen Stock Exchange.
VII. Opinions of the Independent Financial Advisor
After verification, the independent financial advisor have issued their opinions:
1. The public trading of the restricted shares complies with the "Company Law of the
People's Republic of China", "Securities Law of the People's Republic of China",
"Management Measures for Major Asset Restructuring of Listed Companies", "Rules
Governing the Listing of Shares on Shenzhen Stock Exchange" and other relevant laws
and regulations;
2. The shareholder who applied the release of the trading restriction shares did not
violate the commitments it made in the major asset restructuring; the number of shares
with restriction to be released and the time for public trading comply with relevant laws
and regulations and the commitment of the trading restriction;
3. The information disclosure of the public trading of the restricted shares is true,
accurate and complete.
In summary, the independent financial advisor has no disagreement on lifting the
trading restriction of relevant shares.
VIII. Reference Documents
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1. Application Form of the Listed Company for Lifting the Trading Restriction of
Relevant Shares;
2. Detailed Table of Equity Structure and Restricted Shares;
3. “Application for Restricted Shares to be Converted into Unrestricted” Issued by the
Board of the Company;
4. "Verification Opinions on the Public Trading of Restricted Shares for Share Issuance
and Asset Purchase by ADAMA Ltd.” issued by Guotai Junan Securities.
Board of ADAMA Limited
July 30, 2020
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