Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2021-24



                                    ADAMA Ltd.

  Announcement on the Signing of a Waiver 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. Overview of the Transaction

      On October 28, 2020, the 27th Meeting of the 8th session of the Board of
 Directors of ADAMA Ltd. (the “Company”) approved the Acquisition of 51% Equity
 Stake in Jiangsu Kelinong Agrochemical Co., Ltd., and 1% Equity Stake in Shanghai
 Dibai Plant Protection Co., Ltd. On the same day, the Company and Jiangsu Huifeng
 Agrochemical Co., Ltd. (“Huifeng”, together with the Company as the “Parties”)
 entered into an Equity Purchase Agreement (the “EPA”) in which the Company
 intends to purchase 51% equity interests of Jiangsu Kelinong Agrochemical Co., Ltd.
 (as of the date of this announcement, Jiangsu Kelinong Agrochemical Co., Ltd. has
 already amended its name to ADAMA Huifeng (Jiangsu) Co., Ltd. (the “NewCo.”)),
 subsequent and subject to the full satisfaction of the conditions precedent under the
 EPA (the “NewCo. Transaction”); further, on December 28, 2020 and March 30, 2021,
 the Company and Huifeng entered into two supplemental agreements to the EPA
 respectively (collectively as the “Supplemental Agreements”).

      For details, please see the Announcement on the Resolutions of the 27 th meeting
 of the 8th session of the Board (announcement No. 2020-56), the Announcement on
 the Acquisition of 51% Equity Interests in Jiangsu Kelinong Agrochemical Co., Ltd.
 and 1% Equity Interests in Shanghai Dibai Plant Protection Co., Ltd. (announcement
 No. 2020-59), the Announcement on Signing the Supplemental Agreement to the
 Equity Purchase Agreement (announcement No. 2020-75) and the Announcement on


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Signing the Supplemental Agreement II to the Equity Purchase Agreement
(announcement No. 2021-9) which were disclosed by the Company on the website
www.cninfo.com.cn separately on October 29, 2020, December 29, 2020 and March
31, 2021.

     On May 28, 2021, the Company and Huifeng executed an Agreement on Waiver
and Supplemental Conditions Precedent, (the “Waiver Agreement”) according to
which the Company intends to provide a conditional waiver regarding certain
conditions precedent under the EPA, and as a condition to granting such waivers, the
Company and Huifeng intend to include certain supplemental conditions and/or
requirements under the EPA.

II．Key Terms of the Waiver Agreement

     According to EPA, material closing precedents are as follows: 1. the
restructuring has been completed; 2. relevant approval of in relation to this NewCo.
Transaction has been duly obtained and the appraisal report has been duly filed with
government entities; 3. required government review from the perspective of anti-trust
law shall be completed; 4. official resumption of production activities in a full scale in
relation to certain production lines and related facilities and equipment.

     With respect to condition precedents aforesaid, material waivers to the closing
conditions and the addition condition precedents are as follows:

     1、The Company agrees to partially waive requirements for full completion of
restructuring on license and permits, provided that the Parties agree these waived
requirements shall be completed after the closing if necessary. The material license
and permits to be waived include: completion of change of registration to certain
pesticide registration certificates, completion of transfer of firefighting permits to
certain buildings, completion of change of the pesticide production permits with
additional scope.

     2、The Company agrees to partially waive requirements for full completion of
production resumption or rectification, provided that the Parties agree additional
holdback payments (approximate RMB 31 million) shall be held by the Company
until satisfaction of the required production resumption or rectification.

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     3 、 The Company agrees to partially waive the requirement on adverse
proceedings at closing, provided that the Parties agree additional holdback payment
(approximate RMB 123 million) shall be held by the Company. The adverse
proceedings shall include: relevant disputes in relation to the Glufosinate are fully and
finally resolved in a way that does not cause, nor will cause, an adverse effect to the
Company, the Company’s indemnified party and/or the NewCo.; actual production
volume of the Glufosinate active ingredients meeting or exceeding 417MT per month.
The holdback payment in relation to the adverse proceedings will not be released until
fully settlement of the above adverse proceedings. The Parties agree that, if the
Company purchase additional equity interest of the Company with a price higher than
the value determined in a valuation report duly filed with the government authorities
in charge of supervision and administration of state-owned assets or authorized
entities, Huifeng shall indemnify the Company for the full amount of the above
difference and Huifeng will provide securities to the Company for the payment of
such indemnification.

     4、The Parties agree that, with respect to the holdback payment originally
included in the EPA (RMB 100 million), requirements in relation to the transfer or
renew of certain license and permits and verification of the overseas intellectual
properties transfer shall be added as additional conditions to release such holdback
payment.

     5、The Waiver Agreement is an integral part of the EPA. Unless specifically
revised by the Waiver Agreement, the contents of the EPA and the Supplement
Agreements will remain the same.

III. Impact of the Waiver Agreement on the Company


    The Waiver Agreement reflects the agreed outcome 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


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1. The Agreement on Waiver and Supplemental Conditions Precedent.




It is hereby announced.




                                         Board of Directors of ADAMA Ltd.

                                                            May 29, 2021




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