Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2020-71
ADAMA Ltd.
Announcement on the Expiry of the Repurchase Period
and the Results of the B-Shares Repurchase
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.
The 26th Meeting of the 8th Session of the Board of Directors of ADAMA Ltd. (hereinafter
referred to as “the Company”) held on August 19, 2020 approved the Repurchase Plan for
Part of the Company’s Domestically Listed Foreign Shares (B share). This repurchase plan
has been further deliberated at the 3rd Interim Shareholders Meeting in 2020 of the
Company and approved by more than 2/3 of the voting rights represented by the attending
shareholders.
In order to protect the Company’s value and shareholders’ interests, the Company decided to
use its own funds to repurchase (and cancel) a portion of its B-Shares through centralized
price bidding transactions and/or any other method/s permitted by the applicable laws and
regulations. The Company will spend no more than RMB 132,562 thousand (including
exchanging and transaction fees) to repurchase B-shares at the price of no more than 5.70
HKD/share. The upper limit of the number of shares to be repurchased is 26,000,000 shares,
and the lower limit is 13,000,000 shares. The actual amount will be based on the actual
number of shares repurchased by the end of the repurchase period. The repurchasing period
will not exceed three months following the date of the Company’s shareholders’ approval of
the repurchase plan.
For details of the repurchase plan, please refer to the Announcement of Resolutions of the
26th Meeting of the 8th Session of the Board of Directors (Announcement No.2020-40) , the
Repurchase Plan for Part of the Company’s Domestically Listed Foreign Shares (B share)
(Announcement No.2020-44) published on the website www.cninfo.com.cn on August 21,
2020 and the Announcement on the Resolutions of the 3 rd Interim Shareholders Meeting in
2020 (Announcement No.2020-50) as well as the Repurchase Report for Part of the
Company’s Domestically Listed Foreign Shares (B share) (Announcement No.2020-51)
published on the website www.cninfo.com.cn on September 8, 2020.
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As of December 6, 2020, the repurchase period has expired. According to the
Implementation Rules of the Shenzhen Stock Exchange on Share Repurchases of Listed
Companies, the results of the Company’s share repurchase are now announced as follows:
I. Implementation of share repurchase
From September 16, 2020 to December 6, 2020, the Company repurchased 14,309,536
shares of B-Shares by means of a centralized price bidding transaction through a special
securities repurchase account for B-Shares, which accounts for 0.61% of the Company’s
total share capital. The highest transaction price is 5.22 HKD/share, the lowest transaction
price is 4.27 HKD/share, and the total payment amount is HKD 69,747,209 (including
transaction fees).
II. No difference between the implementation of repurchase and the repurchase plan
The actual amount of shares repurchased by the Company, the repurchase price, the total
funds used for the repurchase, method of repurchasing as well as the repurchase period are
in line with Repurchase Plan for Part of the Company’s Domestically Listed Foreign Shares
(B share), and there is no difference between the actual implementation and the announced
repurchase plan.
III. Impact of the implementation of share repurchase on the Company
The Company’s operations are in good condition and the financial status is sound. The share
repurchase will not have a negative impact on the Company’s finance, operations, research
and development, debt payment ability and future development. After the implementation of
the share repurchase plan, the Company’s controlling shareholder remains the same; the
Company is still a listed company and its equity distribution still meets the listing
conditions.
IV. Purchase and sale of the Company’s stock by relevant entities during the
repurchase period
From the date when the Company first disclosed the repurchase plan (August 21, 2020) to
the day before the disclosure of this announcement, the Company’s directors, supervisors,
senior executives, the controlling shareholder, the actual controller and its person acting in
concert did not buy or sell the Company’s shares during the aforementioned period, which is
in line with the repurchase plan.
V. Arrangement of repurchased shares
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The above-mentioned 14,309,536 B-Shares repurchased by the Company are all deposited in
the Company’s special securities repurchase account. During the deposit period, they are not
entitled to vote at the shareholders meeting, profit distribution, rights offering, and pledge.
Within three years after the disclosure of this announcement, the B-Shares that have been
repurchased will be cancelled and the registered capital will be reduced after approval of the
shareholders; if the shareholders fail to approve, the repurchased shares will be transferred
within three years in accordance with relevant regulations.
According to the calculation of the Company’s share capital structure as of December 6,
2020, assuming the Company’s shareholders will have considered and approved the
repurchased shares cancellation and reduction of registered capital, the Company’s share
capital structure is expected to be as follows:
Before the repurchase and After the repurchase and
the cancellation the cancellation
Item
Number of Proportion Number of Proportion
shares （%） shares （%）
I. Restricted Shares 4,500 0.0002 4,500 0.0002
Including：Shares held
by domestic natural 4,500 0.0002 4,500 0.0002
person
II. Shares not subject to
2,344,116,802 99.9998 2,329,807,266 99.9998
Trading Restriction
Including：RMB
2,177,067,461 92.8735 2,177,067,461 93.4439
Ordinary Shares
Domestically
Listed Foreign 167,049,341 7.1263 152,739,805 6.5559
Shares
III. Total Shares 2,344,121,302 100.0000 2,329,811,766 100.0000
VI. Other notes
1. The purpose of the repurchase of part of the Company’s B-Shares is to maintain the
Company’s value and shareholders’ rights and interests. The repurchased shares will be
cancelled, and the registered capital will be reduced accordingly after being approved by the
shareholders. The relevant provisions of Articles 17 and 18 of the Implementation Rules of
the Shenzhen Stock Exchange on Share Repurchases of Listed Companies do not apply to the
aforesaid repurchase of shares.
2. The purchasing period of the Company’s share repurchases complies with the relevant
provisions of Article 19 of the Implementation Rules of the Shenzhen Stock Exchange on
Share Repurchases of Listed Companies.
The Company did not repurchase the shares during the following trading hours:
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(1) Open call auction;
(2) Within half an hour before closing;
(3) on the trading day without increase or decrease limit for stock price.
The price of the Company’s share repurchase is lower than the increase limit for trading of
the Company’s stock on the day.
3. From the date when the Company first disclosed the repurchase plan to the day of the
disclosure of this announcement, the Company’s directors, supervisors, senior executives,
the controlling shareholder, the actual controller and its person acting in concert did not
directly or indirectly reduce their shares of the Company during the aforementioned period.
4. The Company will perform its information disclosure obligations in a timely manner
according to the follow-up progress of the arrangement of repurchased shares.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
December 8, 2020
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