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安道麦B:2024年年度报告(英文版)下载公告
公告日期:2025-03-14

ADAMA Ltd. Annual Report 2024

ADAMA LTD.ANNUAL REPORT 2024

ADAMA Ltd. is a global leader in crop protection, providing solutions to farmers across theworld to combat weeds, insects and disease. ADAMA has one of the widest and mostdiverse portfolios of active ingredients in the world, state-of-the art R&D, manufacturing andformulation facilities, together with a culture that empowers our people in markets aroundthe world to listen to farmers and ideate from the field. This uniquely positions ADAMA tooffer a vast array of distinctive mixtures, formulations and high-quality differentiated products,delivering solutions that meet local farmer and customer needs in dozens of countriesglobally, with direct presence in all top 20 markets.For further important additional information and details, please refer to the Annex.

March 2025

ADAMA Ltd. Annual Report 2024

Section I - Important Notice, Table of Contents and Definitions

? The Company’s Board of Directors, Board of Supervisors, directors, supervisors and senior managers confirmthat the content of the Report is true, accurate and complete and contains no false statements, misleadingpresentations or material omissions, and assume joint and several legal liability arising therefrom.

? Ga?l Hili, the person leading the Company (President and Chief Executive Officer) as well as its legalrepresentative, and Efrat Nagar - the person leading the accounting function (Chief Financial Officer), herebyassert and confirm the truthfulness, accuracy and completeness of the Financial Report.

? All of the Company’s directors attended the board meeting for the review of this Report.

? The forward-looking information described in the Report, such as future plans, development strategy etc., doesnot constitute, in any manner whatsoever, a substantial commitment of the Company to investors. Investors andother relevant people are cautioned to be sufficiently mindful of investment risks as well as the difference betweenplans, forecasts and commitments.

? The Company has described its future development strategies, work plan for 2025 and possible risks in “XI.

Outlook of the Company’s future development” in Section III. The major risks of the Company include, amongothers, exchange rate fluctuations; exposure to interest rate, Israel CPI and NIS exchange rate fluctuations;fluctuations in raw material inputs and prices, and in sales. Investors and other relevant people are cautioned tobe sufficiently mindful of investment risks. For the complete “Risk factors and countermeasures” of the Company,please see the relevant section below.

? Pre-plan of dividend distribution or reserve transfer to equity capital approved for the reporting period by themeeting of the Board of Directors on March 12, 2025

□Applicable √Not applicable

The Company does not plan to distribute cash or share dividends, nor plan to transfer capital reserve to equitycapital.

? This Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies

between the two versions, the Chinese version shall prevail.

ADAMA Ltd. Annual Report 2024

Table of Contents

Section I - Important Notice, Table of Contents and Definitions ...... 2

Section II - Corporate Profile and Financial Results ...... 6

Section III - Performance Discussion and Analysis ...... 12

Section IV - Corporate Governance ...... 51

Section V - Environment and Social Responsibilities ...... 78

Section VI - Significant Events ...... 92

Section VII - Change in Shares & Shareholders ...... 147

Section VIII - Preferred Stock ...... 157

Section IX - Corporate Bonds ...... 158

Section X - Financial Report ...... 159

ADAMA Ltd. Annual Report 2024

Contents of Documents Available for Reference(I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of theAccounting Organ.(II) Duly signed Auditor’s Report and seals the certified public accountants.(III) Originals of all Company’s documents previously disclosed in media designated by the CSRC as well as the originalsof all the public notices, were deposited in the Company’s office.

ADAMA Ltd. Annual Report 2024

DefinitionsIn this Report, the following terms have the meaning appearing alongside them, unless otherwise specified:

General TermsDefinition

Company, the Company

Company, the CompanyADAMA Ltd.

Adama Solutions

Adama SolutionsAdama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, incorporated in Israel according to its laws

Anpon, ADAMA Anpon

Anpon, ADAMA AnponADAMA Anpon (Jiangsu) Ltd., a wholly-owned subsidiary of the Company

Board of Directors/Board

Board of Directors/BoardThe Board of Directors of the Company

Board of Supervisors

Board of SupervisorsThe Board of Supervisors of the Company

Articles of Association / AOA

Articles of Association / AOAThe Articles of Association of the Company

Group, the Group, ADAMA

Group, the Group, ADAMAThe Company, including all its subsidiaries, unless expressly stated otherwise

ChemChina

ChemChinaChina National Chemical Co., Ltd.

CNAC

CNACChina National Agrochemical Co., Ltd.

CSRC

CSRCChina Securities Regulatory Commission

SZSE

SZSEShenzhen Stock Exchange

SASAC

SASACState Assets Supervision and Administration Commission of China

Syngenta Group

Syngenta GroupSyngenta Group Co., Ltd., the controlling shareholder of the Company as of June 15, 2020, a wholly-owned subsidiary of CNAC

Sinochem Holdings

Sinochem HoldingsSinochem Holdings Corporation Ltd.

Sinochem Group

Sinochem GroupSinochem Holdings including all its subsidiaries unless otherwise indicated or the context otherwise requires

Report

ReportThis 2024 Annual Report

Financial Report

Financial ReportThe Financial Reports for the year 2024, as contained in this Report

Reporting Period, this Period,Current Year

Reporting Period, this Period, Current YearYear 2024

Company Law

Company LawCompany Law of the People’s Republic of China

Securities Law

Securities LawSecurities Law of the People’s Republic of China

Listing Rules

Listing RulesListing Rules of the SZSE

ADAMA Ltd. Annual Report 2024

Section II - Corporate Profile and Financial ResultsI. Corporate Information

Stock nameADAMA A, ADAMA BStock code000553, 200553
Stock exchangeShenzhen Stock Exchange
Company name in Chinese安道麦股份有限公司
Abbr.安道麦
Company name in English (if any)ADAMA Ltd.
Abbr. (if any)ADAMA
Legal representativeGa?l Hili
Registered addressNo. 93, East Beijing Road, Jingzhou, Hubei
Zip code434001
Office addressNo. 93, East Beijing Road, Jingzhou, Hubei
Zip code434001
Company websitewww.adama.com
Emailirchina@adama.com

II. Contact Information

Board SecretarySecurities Affairs Representative Investor Relations Manager
NameGuo ZhiWang Zhujun
Address6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing
Tel.010-56718110010-56718110
Fax010-59246173010-59246173
E-mailirchina@adama.comirchina@adama.com

ADAMA Ltd. Annual Report 2024

III. Information Disclosure

Website of the Stock Exchange on which the Company Discloses its Annual Reportwww.szse.cn
Media and Website on which the Company Discloses its Annual ReportChina Securities Journal, Securities Times, http://www.cninfo.com.cn
Location on which this Report is keptSecurities office of the Company

IV. Company Registration and Alteration

Credibility code91420000706962287Q
Changes in main business activities of the Company after going public (if any)None in the reporting period.
Historic Changes of controlling shareholder (if any)The Company was reorganized as Hubei Sanonda Co., Ltd. in 1992 after being approved by departments of Commission for Reorganization of Hubei Province. The largest shareholder of the Company was Shashi State-Owned Assets Administration Bureau. In 1994, the original Shashi State-Owned Assets Administration Bureau and Jiangling State-owned Assets Administration Bureau were classified as Jingsha State-Owned Assets Administration Bureau. Therefore, the shares of the Company held by Shashi State-Owned Assets Administration Bureau and Jiangling State-Owned Assets Administration Bureau were all held by Jingsha State-Owned Assets Administration Bureau, and Jingsha State-Owned Assets Administration Bureau became the controlling shareholder of the Company. In 1996, according to the Reply of Hubei Provincial People's Government on Authorization of Sanonda Group Co., Ltd. Operating the State-Owned Assets (EZBH[1995] No.92), Jingsha State-Owned Assets Administration Bureau set up Sanonda Group Co., Ltd. (renamed “Jingzhou Sanonda Holdings Co., Ltd.”). On March 20, 2005, Jingzhou State-Owned Assets Administration Bureau and China Mingda Chemical and Mining Corporation (later renamed "China National Agrochemical Co., Ltd., CNAC") signed the Asset Transfer Agreement of Sanonda Group Co., Ltd, and CNAC received 100% equity of Sanonda Group Co., Ltd, from Jingzhou State-Owned Assets Administration Bureau. After the completion of the above transfer, the actual controller of the Company was changed from Jingzhou State-Owned Assets Administration Bureau to SASAC. In July, 2017, the Company received the Approval on Issuing Shares by Hubei Sanonda Co., Ltd. to China National Agrochemical Corporation for Acquiring Assets and Raising Supporting Funds (CSRC license No. [2017]1096). CSRC approved of the Company’s issuance of 1,810,883,039 shares to China National Agrochemical Corporation for the purchase of 100% equity of ADAMA Solutions held by it. After the completion of the major assets restructuring, the controlling shareholder of the Company was changed from Jingzhou Sanonda Holdings

ADAMA Ltd. Annual Report 2024

Co., Ltd. to CNAC.In June, 2020, CNAC transferred 1,810,883,039 shares of the Company held by it to SyngentaGroup free of charge and completed the registration procedures for the above transferredshares. After the completion of the share transfer, Syngenta Group has become the directcontrolling shareholder of the Company.During the reporting period, the controlling shareholder of the Company did not change.

V. Other Information

The Accounting Firm Engaged by the Company

Company’s AuditorsNameDeloitte Touche Tohmatsu Certified Public Accountants LLP
Office address30/F, Bund Center, 222 Yan An Road East, Shanghai PRC
Signing Certified Public AccountantJi Yuting and Zhao Jingyuan

Sponsor engaged by the Company to continuously perform its supervisory function during the Reporting Period

□ Applicable √ Not applicable

Financial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period

□ Applicable √ Not applicable

ADAMA Ltd. Annual Report 2024

VI. Main Accounting and Financial Results

Whether the Company performed any retroactive adjustments to or restatement of its accounting data

□ Yes√ No

Unit: RMB’000

20242023+/- (%)2022
Operating revenue (RMB’000)29,488,04632,779,456-10.04%37,381,915
Net profit (loss) attributable to the shareholders (RMB’000)(2,903,204)(1,605,887)-80.79%609,391
Net profit (loss) attributable to the shareholders, excluding non-recurring profit and loss (RMB’000)(3,024,721)(1,851,491)-63.37%501,621
Net cash flows from operating activities (RMB’000)3,760,6312,617,87743.65%940,745
Basic EPS (RMB/share)(1.2461)(0.6893)-80.78%0.2616
Diluted EPS (RMB/share)N/AN/AN/AN/A
Weighted average return on equity(14.19%)(7.13%)-7.06%2.76%
31 Dec. 202431 Dec. 2023+/- (%)31 Dec. 2022
Total assets (RMB’000)50,059,77755,405,803-9.65%57,980,489
Net assets attributable to the shareholders (RMB’000)18,991,09421,924,475-13.38%23,124,655

The net income before or after deduction of non-recurring profit or loss for the last three fiscal years is negative no matterwhich amount is less and the audit report for the most recent year shows that there is uncertainty about the company'sability to continue its operation.

□ Yes √ No

The less amount of the net income before and after extraordinary gain or loss is negative

√ Yes □ No

Items20242023Remarks
Sales (RMB’000)29,488,04632,779,456
Sales deductions (RMB’000)52,44249,068
Sales after deductions (RMB’000)29,435,60432,730,388

VII. Differences in Accounting Data under Domestic and Foreign Accounting

Standards

1. Differences in the net profit and the net assets disclosed in the financial reports preparedunder Chinese and international accounting standards

□ Applicable √ Not applicable

ADAMA Ltd. Annual Report 2024

None during the Reporting Period.

2. Differences in the net profit and the net assets disclosed in the financial reports preparedunder Chinese and foreign accounting standards

□ Applicable √ Not applicable

None during the Reporting Period.

3. Explanation on the differences in accounting data

□ Applicable √ Not applicable

VIII. Main Financial Results by Quarter

Unit: RMB’000

Q1 2024Q2 2024Q3 2024Q4 2024
Operating revenue7,508,8997,401,3906,613,0047,964,753
Net loss attributable to the shareholders(227,605)(667,261)(943,246)(1,065,092)
Net loss attributable to the shareholders excluding non-recurring profit and loss(250,690)(696,365)(978,076)(1,099,590)
Net cash flows from operating activities(735,162)2,466,2801,131,114898,399

Any material differences between the financial indicators above or their summations and those which have been disclosedin quarterly or semi-annual reports

□ Yes √ No

ADAMA Ltd. Annual Report 2024

IX. Non-Recurring profit/loss

√ Applicable □ Not applicable

Unit: RMB’000

Item202420232022Note
Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions)48,10819,67967,525
Government grants charged to the profit/loss for the Reporting Period (except for the government grants closely related to the regular operation of the Company, in line with national policies and in accordance with defined criteria, and that have a continuing impact on the Company's profit or loss)6,26820,74317,771
Custodian fees earned from entrusted operation6,599-3,280
Recovery or reversal of provision for bad debts which is assessed individually during the years37,97657,42246,530
Post vesting fair value revaluation of cash-settled share-based payment4,35041,959-
Gains or losses arising from the holding or disposal of financial assets or financial liabilities by non-financial corporations, except for effective hedging related to the normal operating of the Company-123,315-
Other non-operating income and expenses other than the above44,46431,7472,475
Less: Income tax effects26,24849,26129,811
NCI (after tax)---
Total121,517245,604107,770

Details of other profit and loss items that meet the definition of non-recurring profit or loss.

□ Applicable √ Not applicable

No such cases during the Reporting Period.Explanation of non-recurring items of profit or loss listed in "Explanatory Announcement No. 1 on Information Disclosurefor Companies Offering their Securities to the Public-Non-Recurring Profit and Loss" reclassified as recurring items of profitor loss

□ Applicable √ Not applicable

No such cases during the Reporting Period.

ADAMA Ltd. Annual Report 2024

Section III - Performance Discussion and AnalysisI. Industry in which the Company Operates during the Reporting PeriodThe company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.The Company is a corporation incorporated in the People's Republic of China.The Group is a global leader in crop protection, engaging in the development, manufacturing and commercialization of awide range of crop protection products, that are largely off-patent. The Group provides solutions to farmers to combatweeds, insects and disease, and sells its products in dozens of countries globally, with direct presence in all top 20 markets.The Group's business model integrates end-customer access, regulatory expertise, state-of-the art global R&D, productionand formulation facilities, thereby providing the Group a significant competitive edge and allowing it to launch new anddifferentiated products that meet local farmers and customer needs in key markets.The Group's primary operations are global, spanning activities in North America, Latin America, Asia-Pacific (includingChina) and Europe, Africa and the Middle East.The Group also utilizes its expertise to adapt such products also for the development, manufacturing and commercializationof similar products for non-agricultural purposes (Consumer and Professional Solutions).In addition, the Group leverages its core capabilities in the agricultural and chemical fields and operates in several othernon-agricultural areas, none of which, individually, is material for the Group. These activities, collectively reported asIntermediates and Ingredients, include primarily, (a) the manufacturing and marketing of dietary supplements, food colors,texture and flavor enhancers, and food fortification ingredients; (b) fragrance products for the perfume, cosmetics, bodycare and detergents industries; (c) the manufacturing of industrial products and (d) other non-material activities.Syngenta GroupAs of June 2020, the Group is a member of Syngenta Group, a world leader in agricultural inputs, spanning crop protection,seeds, fertilizers, additional agricultural and digital technologies, as well as an advanced distribution network in China. Asof August 2021, following the combination between ChemChina and SinoChem Group, Syngenta Group, and subsequentlythe Group, are ultimately controlled by SinoChem Holdings - parent of both ChemChina and Sinochem Group,subordinated to SASAC.For further important additional information and details, please refer to the Annex.

General Environment and the Effect of External Factors on the Company’s OperationsAs a global leader in the crop protection industry, major trends, events and key developments in the Group's macro-economic environment may materially impact the Group’s business results and development. The impact of these factorsmay differ by geographic region and the different products of the Group. Since the Group offers one of the widest and mostdiverse product portfolios of crop protection products and since it operates in many geographic regions, the aggregateeffect of these factors in any given year, and during the course thereof, is not uniform and may sometimes be mitigated byoffsetting effects. The activities and results of the Group are further subject to, and affected by, certain global, localizedand other factors, such as: demographic changes; economic growth and rising standards of living; agricultural commodityprices; significant fluctuations in raw material costs and global energy prices; development of new crop protectiontechnologies; patent expiries and growth in volumes of off-patent products; the global agricultural markets and volatile

ADAMA Ltd. Annual Report 2024

weather conditions; regulatory changes; government policies; world ports, international monetary policies and the financialmarkets.Key commodity crop prices remained subdued in 2024, pressuring farmer income, despite some ease in the prices ofinputs. Global crop protection industry sales is estimated to have declined in 2024.While channel inventory levels continue to ease following pandemic-era stockpiling, the high-interest rate environment,coupled with ample product supply (driven by significant over-capacity production of active ingredients (“AIs”) in China)contributing to low AI prices, continue to drive a just-in-time purchasing approach by the channel.

II. Main business of the Company during the Reporting PeriodThe company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.

Procurement model of major raw materials

Main raw materialsProcurement modelProportion out of total purchase amountSignificant change in the settlement methodAverage price in H1 (RMB/Kg)*Average price in H2 (RMB/Kg)*
AI TechPurchase through multiple channels33%No41.1641.33
Raw Materials23%No5.435.45
Co-Formulants7%No16.4016.47
Formulated Products20%No31.8531.99
Packaging8%No1.611.62
Other9%No1.161.16

* Prices in RMB are based on average exchange rates for the relevant period.

Reasons for significant changes in raw material prices compared with the previous reporting period

□ Applicable √ Not applicable

Whether the Company spends more than 30% of its total production cost on energy supply

□ Applicable √ Not applicable

Reasons that there is material change to the main energy types during the reporting period

□ Applicable √ Not applicable

ADAMA Ltd. Annual Report 2024

Production Technologies of Main Products

Main ProductsStage of Production Technologies of Main ProductsKey Technical ExpertsPatentsR&D advantages
HerbicidesIndustrialized productionEmployed by the GroupSome are patent protectedOff-patent AIs developed into differentiated mixtures and formulations, in combination with new formulation and delivery technologies that provide more efficient ways to deliver the products into the plants
FungicidesIndustrialized productionEmployed by the GroupSome are patent protectedOff-patent AIs developed into differentiated mixtures and formulations, in combination with new formulation and delivery technologies that provide more efficient ways to deliver the products into the plants
InsecticidesIndustrialized productionEmployed by the GroupSome are patent protectedOff-patent AIs developed into differentiated mixtures and formulations, in combination with new formulation and delivery technologies that provide more efficient ways to deliver the products into the plants

Capacity of main products

Main ProductsCapacity (tons/year)Capacity Utilization (%)Capacity Under Construction (tons/year)Construction Investment in the production of Main Products
Herbicides52,90957.9%0Ongoing
Fungicides20,16041.1%0Ongoing
Insecticides75,11975.1%0Ongoing

Note: Capacity figures in the above table is the synthesis capacity of the Group. In addition, the Group has approximately600,000 tons of formulation capacity globally.

ADAMA Ltd. Annual Report 2024

Products Produced in Major Chemical Industry Parks

Major Chemical Industry ParksProducts
Neot Hovav, IsraelPlant for production of insecticides and fungicides active ingredients as well as formulations, R&D center and Non-Agro activity
Ashdod, IsraelManufacturing of the herbicides’ active ingredients, formulations and Non-Agro activity as well
Anpon, ChinaPlant for the manufacturing of insecticides and herbicides active ingredients, formulations, Flame Retardants and Non-Agro activity
Sanonda, ChinaPlant for the manufacturing of insecticides active ingredients as well as number of formulations and Non-Agro activity
ADAMA Huifeng, ChinaPlant for production of Herbicides and Fungicides AIs, as well as number of formulations, alongside a packaging plant
Taquari, BrazilPlant for the manufacturing of active ingredients as well as number of formulations used for the manufacturing of insecticides, fungicides and herbicides

EIA approval status that is being applied or newly obtained during the reporting period

√ Applicable □ Not applicable

During the reporting period, the Company and its subsidiaries received the following EIA approvals:

On 1

st

November 2024, the Company obtained the approval opinion from Jingzhou Economic and Technological Develop-ment Zone of the Municipal Ecological and Environmental Bureau on the Environmental Impact Report for “AcephateWastewater Extraction Optimization Project of ADAMA Ltd.”;On 3

rd

July 2024, ADAMA Huifeng (Jiangsu) Co., Ltd. obtained the approval from Yancheng Bureau of Ecology and Envi-ronment on the Environmental Impact Report for the “Portfolio Adjustment, Production Facility Renovation and TechnologyImprovement Project for Formulation Processing with Annual Output of 40,000 Tons”. On 22

ndJuly 2024, it obtained theapproval from the same municipal bureau on the Environmental Impact Report of the “Wastewater Extraction and Optimi-zation Project for 15,000KL 2,4-D Dimethylamine AS”;On 5

th

November 2024, ADAMA Anpon (Jiangsu) Co., Ltd. obtained the approval from the Sub-bureau of Huai'an MunicipalBureau of Ecology and Environmental Protection at the Industrial Park on the Environmental Impact Report for the ‘Tech-nical Improvement Project of Ethylene Oxide(EO) Recycling Process for an Ethephon Plant with Annual Capacity of 13,000Tons on 100% Dry Basis”.

Abnormal production suspension during the reporting period

□ Applicable √ Not applicable

Relevant approvals, permits and qualifications

√ Applicable □ Not applicable

Entity in ChinaName of the CertificateNumberExpiration
ADAMA Ltd.Pesticide Production PermitPesticide Production Permit (E) 0010August 7th, 2027
Safety Production Permit(E)WH [2022] No.1139November 6th, 2025
Safety Production Permit(E)FM [2024] No.050781July 14th, 2027
Production record certificate of non-pharmaceutical precursor chemicals(E)3S42100111001May 9th, 2027
Special Permit for theHW-42I0002September 28th, 2027

ADAMA Ltd. Annual Report 2024

Entity in ChinaName of the CertificateNumberExpiration
Manufacturing of Monitored Chemicals
National Industrial Production PermitXK13-008-00019 of HubeiJune 5th, 2028
Port Operation PermitNo.(0045)for Port Operation of Jingzhou of HubeiMarch 11th, 2027
Port Shoreline Use PermitNo. 5, 2015 for Use of Port ShorelineAugust 7th, 2061
Water Extraction PermitNo. 3, 2020 for Water Extraction of Jingzhou of HubeiAugust 13th, 2025
Registration Certificate of Hazardous Chemicals42102400055December 8th, 2027
Pollutant Emission Permit91420000706962287Q001POctober 17, 2029
Mining LicenseC4210002010026120056108December 9th, 2029
ADAMA Anpon (Jiangsu) Ltd.Safety Production PermitWH No. [H00029] for Safety Production of JiangsuDecember 19th , 2027
Business License for Hazardous ChemicalsNo. 00394 for Business of Hazardous Chemicals of Huai’an of JiangsuNovember 21st , 2027
Pesticide Business LicenseNo. 32080020026 for Pesticide Business of JiangsuDecember 26th, 2029
Pesticide Production PermitNo. 0014 for Pesticide Production of JiangsuDecember 6th, 2027
Pollutant Emission Permit91320800139433337K001PMay 31st,2025
National Industrial Production PermitXK13-010-00189 of JiangsuJanuary 12th, 2029
National Industrial Production PermitXK13-008-00007 of JiangsuSeptember 23rd, 2028
National Industrial Production PermitXK13-014-00235 of JiangsuJuly 11th, 2029
Mining LicenseC3200002009096120039192September 30th, 2025
Water Extraction PermitD320812G2021-0016December 22nd, 2027
Water Extraction PermitD320812S2021-0014December 31st, 2027
Special Permit for the Manufacturing of Monitored ChemicalsHW-32I0001November 29th, 2027
Safety Production PermitFM No. [2024]0816 of JiangsuOctober 30th , 2027
Maidao, Branch of ADAMA Anpon (Jiangsu) Ltd.Business License for Hazardous ChemicalsNo. 00641 for Business of Hazardous Chemicals of JiangsuMay 18th, 2026
Safety Production PermitWH No. [H00015] for Safety Production of JiangsuJuly 22nd, 2027
Pollutant Emission Permit91320800MA1NX3QW56001PDecember 19th, 2026
Jiangsu Anpon International Trading Co., Ltd.Pesticide Business LicenseNo. 32000010715 for Pesticide Business of JiangsuJuly 21st, 2029
Hubei Sanonda Trading Co., Ltd.Pesticide Business LicenseNo. 42000010083 for Pesticide Business of HubeiSeptember 3rd, 2028
Business License for Hazardous ChemicalsNo. [2022]000532 of Hubei D for Business of Hazardous ChemicalsMay 8th, 2025
Business License for Hazardous Chemicals42100213202300029December 7th, 2026
ADAMA (Beijing)Pesticide Business LicenseNo. 11000010005 for Pesticide Business ofApril 11th, 2028

ADAMA Ltd. Annual Report 2024

Entity in ChinaName of the CertificateNumberExpiration
Agricultural Technology Company LimitedBeijing
ADAMA Huifeng (Shanghai) Agricultural Technology Co., Ltd.Pesticide Business LicenseNo. 31011420006 for Pesticide Business of ShanghaiAugust 21st, 2028
Business License for Hazardous ChemicalsNo. [2023]203919 of Shanghai for Business of Hazardous ChemicalsJuly 31st , 2026
ADAMA Huifeng (Jiangsu) Ltd.Safety Production Permit(Su)WH No. [J00138]February 10th, 2027
Pesticide Business LicenseNo. 32090420577 for Pesticide Business of JiangsuJanuary 6th, 2026
Pesticide Production PermitPesticide Production Permit (Su) 0199May 13th, 2026
Registration Certificate of Hazardous Chemicals32092400034March 7th, 2027
Pollutant Emission Permit91320982MA1WNXWQX6001PNovember 27th ,2029
Business record certificate of non-pharmaceutical precursor chemicals(Su)3S320900220700005February 10th, 2027
Export Enterprise Registration Form04136730--

Company focused on oil processing and trade

□ Applicable √ Not applicable

Company focused on fertilizer

□ Applicable √ Not applicable

Company focused on agrochemicals

√ Applicable □ Not applicable

Market share - As mentioned herein, ADAMA is a leading company among the crop-protection companies that focus onoff-patent crop protection solutions. The Group’s global crop protection market share was approximately 5% in 2024, basedon preliminary estimation made by AgBio Investor regarding total sales in the agrochemical industry, and 5.1% in 2023.Registration - The materials and products marketed by the Group require, at various stages of their development productionand marketing, registration in every country where the Company intends to market them. The Company has developmentand registration centers, located in Europe, Israel, Latin America, Brazil, North America, India and Asia. Further, the Grouphas gained registration expertise in over 80 countries, enables the Group to efficiently introduce new products in all majormarkets and provide farmers with a comprehensive portfolio of crop protection solutions. In 2024, the Company continuedinvesting in the development and manufacturing of new products, launched new active ingredients and new formulations,and obtained 190 new registrations. These capabilities are increasingly important as regulatory requirements continue toincrease globally.Application of Main ProductsThe Group is focused on the development, manufacturing and commercialization of largely off-patent crop protectionproducts, which are generally herbicides, insecticides and fungicides, which protect agricultural and other crops againstweeds, insects and disease, respectively.

ADAMA Ltd. Annual Report 2024

Herbicides - During cultivation, crops are exposed to various weeds that grow in their environment and compete for water,light and nutrients. Herbicides are designed to prevent or stunt the development of such weeds to allow the cultivated cropto develop optimally throughout the different stages of its growth, and therefore to reach optimum yield. The herbicidessold by the Company are both selective (do not affect or harm the crop itself) and non-selective. The best-selling herbicidesare those designed to protect soy, corn, cereals, rice and cotton.Insecticides - Insecticides are designed to control various types of insects and pests in a selective manner (without harmingthe crop itself). The best-selling insecticides are designed to protect fruits and vegetables, corn, cotton and soy.Fungicides - Fungicides are designed to combat various diseases and parasitical fungi. In general, when weatherconditions in the agricultural season are dry, the prevalence of crop diseases is much smaller, reducing demand for suchproducts. Fungicides are used most frequently in crops such as cereals, fruit, vegetables, soy, grapevines and rice.

Tax policies - The Group develops, purchases, manufactures and markets its products through many companies worldwide,and as such operates through approximately 60 subsidiaries. To the best of the Group’s knowledge, it is in materialcompliance with applicable tax laws.

Company focused on chlorine alkali and caustic soda business

□ Applicable √ Not applicable

III. Core Competitiveness AnalysisAs a leading off-patent crop protection provider in the global crop protection market, the Group believes that the followingstrengths provide it with sustainable competitive advantages and the foundation to capitalize on favorable underlyingagriculture and crop protection industry trends:

? Off-patent Industry Leader. The Group’s success as one of the world’s leading off-patent companies has given it

a deep understanding of the industry and enabled it to build one of the most extensive off-patent product offerings,giving it the ability to provide efficient, value-added solutions to farmers of every major crop around the world.Moreover, the breadth of the Group’s product portfolio, with most active ingredients individually constituting no morethan 10% of its sales in 2024, combined with its extensive geographic reach, provide effective diversification andenhanced stability. The Group strives to continue to gain market share, building on its leading role in the market,farmer-centric focus and broad product portfolio. Furthermore, the Group’s addressable market continues to expandas the crop protection market globally continues to shift towards off-patent products, the segment of the market onwhich the Group focuses. This shift is the result of significant increases in the costs and risks of discovering anddeveloping novel and effective Active Ingredients (AIs), which over time has led to fewer introductions of newmolecules each year by the Company’s Research-Based Company (RBC) competitors. The Group believes that itsstrength in the off-patent market provides it with a certain competitive advantage relative to RBCs, as it is able, withits research, technology and know-how, to access off-patent crop protection products developed by all of the variousmajor RBCs. This allows the Group to enhance existing crop protection products and introduce unique mixturesand formulations. In parallel, the Group’s global scale, registration expertise and manufacturing footprint arecompetitive advantages in comparison to many of its off-patent peers.? Global Reach and Strength in Emerging Markets. The Group has an industry leading global footprint with

extensive market presence. The Group enjoys broad geographic diversification by selling in dozens of countrieswith a balanced regional split, as evidenced by its 2024 revenue breakdown of approximately 25% in Latin America,21% in North America, 27% in Asia Pacific, and 27% in the Europe, Middle East and Africa (EAME). This regional

ADAMA Ltd. Annual Report 2024

balance enhances the Group’s growth profile and provides diversification across different countries, climates, cropsand planting seasons. The Group has a particularly strong presence in emerging markets, where growth is expectedto outpace developed markets, and from which it derived more than half of its 2024 sales.? Unique Positioning and Access to China. The Group believes that the foundation provided by the integration of

Adama Solutions with the operational and commercial infrastructure of the Company in China, together with itsunique relationship with its ultimate controlling shareholder, Sinochem Holdings, provides it with a clear advantagein penetrating the Chinese market, one of the largest and fastest growing agricultural markets in the world. TheGroup is one of the only global crop protection providers with a significant integrated commercial and operationalinfrastructure within China. The Group intends to leverage this infrastructure to pursue a leading position in theChinese crop protection market and capitalize on the growing importance of high-quality global brands in China.With its activities in China also forming part of Syngenta Group China, the Group believes it is uniquely positionedto capitalize on the trend toward consolidation within the high-growth, highly fragmented Chinese crop protectionmarket. In addition to helping it become a leader in the Chinese crop protection market, the integration of theCompany’s China-based manufacturing facilities into the Group’s global manufacturing operations provides it withthe ability to more effectively develop and commercialize advanced, differentiated products, as well as benefit fromimproved cost positions in key molecules, enhance the optimization of its global supply chain over time, drive greaterefficiency throughout the organization, and secure both revenue growth as well as increased profitability.? Collaborations with members of the Syngenta Group. The Group is working together with the other companies

within the Syngenta Group to create value for itself and the Syngenta Group through increasing the Group’s sales,reducing costs and improving processes. Such efforts include various collaboration initiatives for the sale anddistribution of finished products, raw materials supply and procurement, logistics and supply chain, as well as in theR&D and products’ registration fields, in order to reduce costs, to improve processes and to increase the Company’ssales. Such collaborations have and are expected to continue to generate meaningful additional benefits for theCompany as well as Syngenta Group.? Vertically Integrated Business with Global Scale. The Group is one of the few off-patent crop protection providers

that is active across virtually the entire value chain, from worldwide marketing, sales and distribution, to registration,production and R&D. As a result, the Group is able to efficiently manage its product portfolio and operations inresponse to the dynamic needs of farmers, changing weather conditions, government policies and regulations, andcapture value at each point in the value chain. Approximately 85% of the Group’s products are synthesized and/orformulated or both in its world-class, well-invested facilities across the globe. Having deep knowledge, expertiseand experience in all aspects of the development process, integrated chemical synthesis and formulation productionand control over the entire supply chain, provides the Group with cost and control advantages, and the agility toaddress market challenges and capture value. Further, its global registration network, providing local registrationexpertise in over 80 countries, enables the Group to efficiently introduce new products in all major markets andprovide farmers with a comprehensive portfolio of crop protection solutions. In 2024, the Company continuedinvesting in the development and manufacturing of new products, launched new active ingredients and newformulations, and obtained 190 new registrations. These capabilities are increasingly important as regulatoryrequirements continue to increase globally. The Group’s sales and marketing infrastructure is characterized by itslocal sales forces in each of its strategic markets, who build strong relationships with local distributors and with theend users, the farmers, to better understand their needs. This drives demand at the wholesale, retail and farmerlevel and provides the Group with valuable market insight and understanding.? Extensive, Differentiated Offering. The Group offers farmers a hybrid portfolio of increasingly differentiated

products and solutions that are tailored to the specific needs of each geographic region and each type of crop. The

ADAMA Ltd. Annual Report 2024

Group utilizes an integrated, solutions-based approach to its entire offering in order to meet the unique demands ofits global customer base. The Group strives to offer farmers a branded portfolio that is comprised of both high-valuedifferentiated products as well as high-volume off-patent products, alongside an increasing number of uniquemixtures and formulations and novel, innovative products and services, aimed to provide solutions to farmers innearly every region, and for all major crops. The Group’s extensive portfolio is composed of over 300 centrallymanaged AIs and over 1,580 different mixtures and formulations.? Experienced and Empowered Management Team. With a deep understanding of the crop protection industry and

firm focus on sustaining the Group’s leadership and financial strength, its management team is a cohesive andintegrated team that has the knowledge, skills and experience required to guide the Group on its path to achievingits ambition of global leadership. The Group believes in empowering its teams and creating leaders from itsstrongest performers, with the result that its management team is composed of the people who have successfullymanaged its business, and developed and executed its strategy over the last few years, continuing its track recordof consistent, profitable growth.

IV. Main Business Analysis

1. Overview

For general crop protection market environment, please refer to I. Industry in which the Company Operates during theReporting Period of Section III above.

ItemFourth Quarter of the Reporting Period (000’RMB)Same period of last year as previously reported (000’RMB)+/-%
Revenues7,964,7538,119,352-1.9%
Pre-Tax Profits (loss)(681,698)(300,734)-126.7%
Pre-tax profit (loss) margin-8.6%-3.7%-
Net income (loss)(1,065,092)(563,414)-89.0%
Net income (loss) margin-13.4%-6.9%-
EBITDA836,769611,45636.9%
EBITDA margin10.5%7.5%-
ItemFourth Quarter of the Reporting Period (000’USD)Same period of last year as previously reported (000’USD)+/-%
Revenues1,113,0481,136,271-2.0%
Pre-Tax Profits (loss)(95,282)(42,084)-126.4%
Pre-tax profit margin-8.6%-3.7%-
Net income (loss)(148,862)(78,844)-88.8%
Net income (loss) margin-13.4%-6.9%-
EBITDA116,91985,65436.5%
EBITDA margin10.5%7.5%-

ADAMA Ltd. Annual Report 2024

ItemReporting Period (000’RMB)Same period of last year as previously reported (000’RMB)+/-%
Revenues29,488,04632,779,456-10.0%
Pre-Tax Profits (loss)(2,124,302)(1,404,910)-51.2%
Pre-tax profit margin-7.2%-4.3%-
Net income (loss)(2,903,204)(1,605,887)-80.8%
Net income (loss) margin-9.8%-4.9%-
EBITDA2,627,3492,790,156-5.8%
EBITDA margin8.9%8.5%-
ItemReporting Period (000’USD)Same period of last year as previously reported (000’USD)+/-%
Revenues4,140,9934,660,554-11.2%
Pre-Tax Profits (loss)(298,155)(196,785)-51.5%
Pre-tax profit margin-7.2%-4.2%-
Net income (loss)(407,378)(224,651)-81.3%
Net income (loss) margin-9.8%-4.8%-
EBITDA368,872399,581-7.7%
EBITDA margin8.9%8.6%-

Note: Since the functional currency of main overseas subsidiaries is the USD, and the Company’s management review ofthe Company’s performance is based on the USD results, following explanations and analysis are based on USD-denominated numbers.

2. Revenues and costs

RevenuesRevenues in the fourth quarter declined by approximately 2% (-2% in RMB; +2% in CER) to $1,113 million, reflecting anincrease of 7% in volumes more than offset by a decrease of 4% in prices and negative foreign exchange impacts. Volumeswere up compared with Q4 2023 driven by demand recovery in many regions due to improved channel inventory levels,while the Company has continued shifting away from selected low profit products, marking the second consecutive quarterof volume growth. However, the positive impacts were more than offset by lower prices due to just-in-time purchasingpatterns of the channel in light of overcapacity and a higher interest rate environment, and negative foreign exchangeimpacts, primarily depreciation of the Brazilian Real.These results brought the revenues in the full year of 2024 to $4,141 million, a decline of approximately 11% (-10% in RMB;-8% in CER), reflecting a decrease of 8% in prices attributable to reasons stated above and stable volumes.

(1) Operating revenues

Unit: RMB’000

20242023YoY +/-%
AmountRatio of the operating revenueAmountRatio of the operating revenue

ADAMA Ltd. Annual Report 2024

Total operating revenue29,488,046100%32,779,456100%-10.0%
Classified by industries
Manufacture of chemical raw materials and chemical products29,488,046100%32,779,456100%-10.0%
Classified by products
Herbicides11,727,86739.8%13,831,82942.2%-15.2%
Fungicides6,302,15621.4%6,790,38120.7%-7.2%
Insecticides8,772,01329.7%9,392,44828.6%-6.6%
Ingredients and Intermediates (Formerly referred to as non-Agro)2,686,0109.1%2,764,7998.4%-2.8%
Classified by regions
Europe, Africa & Middle East (EAME)7,988,86327.1%8,691,49926.5%-8.1%
North America6,059,61720.5%5,770,41517.6%5.0%
Latin America7,375,75925.0%9,122,99627.8%-19.2%
Asia-Pacific8,063,80727.3%9,194,54628.0%-12.3%
Classified by Sales Channel
Direct Sales1,022,7203.5%1,584,8284.8%-35.5%
Dealership25,779,31687.4%28,429,82986.7%-9.3%
Others2,686,0109.1%2,764,7998.4%-2.8%

Unit: USD’000

20242023YoY +/-%
AmountRatio of the operating revenueAmountRatio of the operating revenue
Total operating revenue4,140,992100%4,660,554100%-11.1%
Classified by industries
Manufacture of chemical raw materials and chemical products4,140,992100%4,660,554100%-11.1%
Classified by products
Herbicides1,649,10639.8%1,969,11142.3%-16.3%
Fungicides886,05321.4%964,63520.7%-8.1%
Insecticides1,233,31529.8%1,334,20628.6%-7.6%
Ingredients and Intermediates (Non-Agro)372,5189.0%392,6028.4%-5.1%
Classified by regions
Europe, Africa & Middle East (EAME)1,122,39227.1%1,240,15126.6%-9.5%
North America850,62720.5%820,31917.6%3.7%
Latin America1,035,19525.0%1,291,60627.7%-19.9%
Asia-Pacific1,132,77827.4%1,308,47828.1%-13.4%
Classified by Sales Channel
Direct Sales143,6203.5%225,3294.8%-36.3%
Dealership3,624,85487.5%4,042,62386.7%-10.3%
Others372,5189.0%392,6028.4%-5.1%

Notes: (1) the sales split per product category is provided for convenience purposes only, and is not representative of theway the Company is managed or in which it makes its operational decisions; (2) The discrepancies between the ‘ratio ofthe operating revenue’ in RMB and USD detailed in the tables above derive mainly from exchange rates recorded at theend of each quarter.

ADAMA Ltd. Annual Report 2024

Regional Performance ReviewEurope, Africa & Middle East (EAME): Revenues in Q4 2024 were similar to those of Q4 2023, with an increase involumes offset by a similar decrease in pricing. Throughout 2024, pricing pressure remained strong, but channel stocklevels began to normalize after two years of high levels.North America: Consumer & Professional Solutions – Fourth quarter and full year 2024 sales grew in every sector ofits market, and margins remained strong. Demand was fueled by a growth in disposable income.The US Ag enjoyed positive volume growth, only partially offset by pricing pressures. While channel inventory levelsreturned to post-pandemic normal, high interest rates and lower crop commodity prices continue to result in just-in-timepurchasing patterns..In Canada, the 2024 crop season had good growing conditions, leading to high usage rates of herbicides and fungicides.However, lower insect pressure resulted in a smaller insecticide market.Latin America: Brazil – ADAMA’s sales in FY and Q4 2024 enjoyed strong growth in fungicides (e.g., ALMADA,BLINDADO TOV) and insecticides (e.g., MAGNUM), with a decline in non-selective herbicides. However, pricing pressuresand the weak currency negatively impacted performance. In the rest of LATAM, sales were weaker in FY and Q4 2024 ascompared to FY and Q4 2023, mostly due to increased competition and just-in-time purchasing patterns.Asia-Pacific: In China, the sales in the fourth quarter increased mainly driven by volume growth of the active ingredient(AI) business and higher pricing of the non-ag business. The fourth quarter is an off season for branded formulations. TheAI sales increased driven by demand recovery in many regions globally and enhanced management of key customers,while the non-ag sales were affected by lower sales partially offset by higher prices. Sales in the full year still reflectedweak demand and prices. In response to the sluggish markets, the branded formulations business proactively promoteddifferentiated and high-margin products, and the non-ag business adjusted sales of certain low-profit products, bothachieving business quality improvement.Sales in APAC, excluding China, continued to experience pricing pressure throughout 2024, with sales declining comparedto FY and Q4 2023. Ample over supply of Chinese generics contributed to the declines. Sales in 2024 were also impactedby unpredictable weather in India. However, pricing in some key markets such as Australia seem to have stabilized. Andnew product registrations in India such as Bazak?, Forpido? and the soft introduction of Upturn? in Q4 were well received.

(2) List of the industries, products, regions and distribution models exceed 10% of the operatingrevenues or operating profits of the Company

√ Applicable □ Not applicable

The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.

Unit: RMB’000

Operating revenuesCost of goods soldGross Margin (%)YoY increase/decrease of the operating revenuesYoY increase/decrease of the cost of goods soldYoY increase/decrease of the gross margin
Classified by industries
Manufacturing chemical raw materials and29,488,04622,748,92522.9%-10.0%-12.5%2.1pp

ADAMA Ltd. Annual Report 2024

chemical products
Classified by Products
Crop Protection26,802,03620,594,40223.2%-10.7%-12.7%1.8pp
Ingredients and Intermediates2,686,0102,154,52319.8%-2.8%-10.0%6.4pp

In the event that the statistical manner of the Company's main business data is adjusted during the reporting period, theCompany's main business data for the most recent year adjusted to the manner at the end of the reporting period

□ Applicable √ Not applicable

Production Volume (Ton)Sales Volume (Ton)Sales (RMB’000)Pricing Trend during reporting periodReasons to change
Crop Protection389,939644,42026,802,036YoY downprice of raw materials decreased, combined with high inventory level in the channel and "wait and see approach"
Ingredients and Intermediates429,5861,428,8092,686,010YoY downprice of raw materials decreased, combined with low demand in the market

Whether the Company generates more than 10% revenue or net profit from its overseas business against the auditedannual revenue and net profit for the most recent accounting year

√ Applicable □ Not applicable

Overseas BusinessHow it operates in foreign marketsWhether the tax policy influences the business overseasmeasures it takes during the reporting period
Adama SolutionsThe Group develops, purchases, manufactures and markets its products through many companies worldwide. As such, the Group operates through approximately 60 subsidiaries, with each of the Group companies being independent and fulfilling a different role and making a different contribution to the Group's operations, and being assessed according to the tax laws in their specific localities.No material influence exists.The Group’s services or products are priced based on transfer pricing studies conducted to reflect the market price that would have been determined for these services or products were they to be provided to non-group members. Such transfer prices are reviewed on a quarterly basis.

(3) Whether the Company’s revenue from sale of goods exceed the revenue from services

√ Yes □ No

IndustriesItemsUnits20242023YoY +/-%

ADAMA Ltd. Annual Report 2024

Crop ProtectionSales volumeTon644,420653,113-1%
ProductionTon389,939389,7720%
InventoryTon135,434161,146-16%

Reasons for any over -30% YoY movement of the data above:

□ Applicable √ Not applicable

(4) Execution of the significant sales and procurement contracts signed by the Company up tothe Reporting Period

□ Applicable √ Not applicable

(5) Composition of Operating Costs

Category of the industries

Unit: RMB’000

IndustriesItems20242023YoY +/-%
AmountRatio of the operating costsAmountRatio of the operating costs
Industry of manufacturing chemical raw materials and chemical productsCost of materials (procurement costs)15,687,00669.0%17,569,19867.6%-10.7%
Industry of manufacturing chemical raw materials and chemical productsLabor cost1,183,0855.2%1,258,8504.8%-6.0%
Industry of manufacturing chemical raw materials and chemical productsDepreciation expense846,7983.7%818,5693.2%3.4%

Explanations:

Over the full-year period, the lower operating cost mainly reflected the positive impacts of lower costs of new inventorysold, following improvement of internal inventory level, including the decline of finished goods, as well as of lowertransportation and logistic costs. The positive impact was partially offset by the soil and water cleanup remediation costsincurred at the Company’s sites in Israel and Brazil, which newly occurred in 2024 and amounted to RMB 130 million. TheCompany improved the gross margin in the full year also because of an improved sales mix towards higher margin productsfollowing management's focus on the quality of business, moderated by lower prices and the negative impact of exchangerates.

(6) Has the consolidated scope changed during the Reporting Period

□ Yes √ No

ADAMA Ltd. Annual Report 2024

(7) List of significant changes or adjustment of the industries, products or services of theCompany during the reporting period

□ Applicable √ Not applicable

(8) List of major trade debtors and major suppliers

List of the major trade debtors of the Company

Total sales to top 5 customers (RMB’000)2,602,882
Ratio of total sales to top 5 customers to annual total sales8.74%
Ratio of total sales to related parties (within top 5 customers) to annual total sales2.68%

Information of the Top 5 Customers

CustomersSales Amount (RMB’000)Ratio of the sales to this customer to the annual total sales
1A804,2762.70%
2B796,6692.68%
3C351,9511.18%
4D325,9541.10%
5E324,0321.09%
Aggregated2,602,8828.74%

Notes of other situation of the major customers

□ Applicable √ Not applicable

List of the major suppliers of the Company

Total purchase from top 5 suppliers (RMB’000)2,354,989
Ratio of total purchase from top 5 suppliers to annual total purchase16.68%
Ratio of total purchase from related parties (within top 5 suppliers) to annual total purchase8.78%

Information of the Top 5 Suppliers

SuppliersPurchase Amount (RMB’000)Ratio to the annual total sales
1A932,9166.61%
2B446,8133.16%
3C355,5422.52%
4D312,4972.21%
5E307,2202.18%
Aggregated2,354,98916.68%

ADAMA Ltd. Annual Report 2024

Notes of the other situation of the major suppliers

□ Applicable √ Not applicable

Sales from trading activities constitutes over 10% of the total sales

□ Yes √ No □ Not applicable

3. Expenses

In RMB ’000In USD ’000
20242023YoY +/-%20242023YoY +/-%
Sales and Marketing expenses4,400,7704,208,1084.58%618,169597,9663.4%
General and Administrative expenses1,185,4431,057,41012.11%166,418150,01110.94%
R&D expenses416,327482,754-13.76%58,48068,688-14.86%
Financial (income) / expenses1,769,8301,183,11849.59%248,431167,37848.43%
Profit or (Loss) from Changes of Fair Value(46,074)(650,374)-92.92%(6,699)(94,230)-92.89%
Total Net Financial Expenses1,815,9041,833,492-0.96%255,130261,608-2.48%
Tax expenses778,902200,977287.56%109,22327,866291.96%

Explanations for the change of above expenses:

Note: As noted above and since functional currency of main overseas subsidiaries is the USD, and the Company’smanagement review of the Company’s performance is based on the USD results, following explanations and analysis arebased on USD-denominated numbers.

(1) Sales and Marketing Expenses

In 2024, the Company continued to undertake tight OPEX management measures, including initiatives in the Company’s“Fight Forward” Transformation Plan. Despite that, the higher sales and marketing expenses were mainly due to:(1) aspart of implementing the Transformation Plan, the Company was optimizing its global operating model, managementstructure and processes, and department settings, which incurred additional restructuring costs in 2024. (2) legal claimsrelated to product liabilities were settled in 2024, incurring one-off legal claim expenses. In addition, its sales and marketingexpenses also included some non-operational, mostly non-cash charges in both 2023 and 2024 as the Companyconducted corporate development activities, including mergers and acquisitions in recent years, which are mainly: (i) non-cash amortization charges in respect of Transfer Assets received and written-up related to the 2017 ChemChina-Syngentaacquisition (for details please refer to the 2023 Annual Report), and (ii) charges related to the non-cash amortization ofintangible assets created as part of the Purchase Price Allocation (PPA) on acquisitions, with no impact on the ongoingperformance of the companies acquired. The above items affected the Company’s reported numbers amounting to RMB657 million ($ 92 million) in the full year of 2024 in comparison to RMB 256 million ($36 million) in 2023.Excluding the abovementioned non-operational charges, the lower selling and marketing expenses reflected the results ofthe tight OPEX management measures and the positive impact of exchange rates.

(2) General and Administrative Expenses

As part of developing and implementing the Transformation Plan, the general and administrative expenses also recordedhigher restructuring and advisory costs, resulting into an increase compared with 2023.

ADAMA Ltd. Annual Report 2024

(3) R&D Expenses

In order to capitalize on future opportunities in the agrochemical market, the Company is focusing on the Value Innovationsegment, where value is provided by using off-patent Active Ingredients (“AIs”) enhanced by proprietary formulationtechnologies that are designed to address farmers’ needs and improve their efficiency by delivering tangible benefits suchas rainfastness, improved leaf penetration, ease of use, as well as enhancing ROI. In 2024, the Company continued tostrengthen its pipeline for future new launches while prioritizing investments in line with the optimization of the Company'sportfolio.

(4) Financial Expenses:

“Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreignexchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out any hedging.The impact of Financial Expenses (before hedging) is RMB 1,770 million ($248 million) for 2024 compared with RMB 1,183million ($167 million) for 2023.Given the global nature of its operational activities and the composition of its assets and liabilities, the Company, in theordinary course of its business, uses foreign currency derivatives (forwards and options) to hedge the cash flow risksassociated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations.The “Gains/Losses from Changes in Fair Value” recorded mainly the hedging impacts. “Gains/Losses from Changes inFair Value” amounted to a net loss of RMB 46 million ($7 million) in 2024 compared with a net loss of RMB 650 million($94 million) in 2023.The aggregate of Financial Expenses and Gains/Losses from Changes in Fair Value (hereinafter as “Total Net FinancialExpenses”), which more comprehensively reflects the financial expenses of the Company in supporting its main businessand protecting its monetary assets/liabilities, amounted to RMB 1,816 million ($255 million) in 2024 compared with RMB1,833 million ($262 million) in 2023.The lower Total Net Financial Expenses were mainly due to (i) lower net CPI impact on CPI-linked bonds and lower interestpaid on loans following a decrease in loans and improved efficiency of cash management in light of the positive cash flowachieved and better loan mix. The lower financial expenses in 2024 were achieved despite that a higher income due torevaluation of put options attributed to minority stake in subsidiaries and an income due to release of holdback related tothe original acquisition were recorded in 2023.

(5) Income Tax expenses:

Despite reaching losses before tax, the Company recorded tax expenses in 2024 mainly because the losses were primarilyincurred by subsidiaries with relatively lower tax rates, while some of them did not create deferred tax assets on the losses.On the other hand, the subsidiaries that generated profit have a higher tax rate.In 2024 the company recorded tax expenses due to the non-cash impact of the weakness of the BRL compared with taxincome due to stronger BRL in the fourth quarter and full year of 2023.

ADAMA Ltd. Annual Report 2024

4. R&D Investment

√ Applicable □ Not applicable

Name of Major R&D ProjectsPurposeProgressObjectives to be AchievedExpected Impact on the Future Development of the Company
Fungicide project AAI Production to achieve pipeline increase and resistance managementCommercial PhaseProcess improvementTo increase the Company’s pipeline and expand future portfolio
Fungicide project BAI Production of a fungicide for broad spectrum disease controlEarly commercialProcess improvementTo expand the Company’s future portfolio
Herbicide project CAI Production of a selective broad spectrum herbicideEarly commercialProcess improvementTo expand the Company’s future portfolio
Insecticide project DAI Production of a broad spectrum insecticideCommercial PhaseProcess improvementTo expand the Company’s future portfolio
Insecticide project EAI Production for cross spectrum insect controlIn launch phaseTech TransferTo expand the Company’s future portfolio

R&D Personnel

20242023Change (%)
R&D Headcount245289-15%
Ratio to the Total Headcount4.69%3.26%44%
Composition of Educational Background————
B.A.13128%
M.A.232015%
Doctor6520%
College41300%
Composition of Age————
Under 30 Years Old51400%
30 to 40 Years Old27258%
Over 40 Years Old141217%

Note: The figures under “Composition of Educational Background” and “Composition of Age” represent those of theCompany and the domestic subsidiaries held by it and do not cover the Group’s overseas R&D employees.

R&D Investment of the Company

20242023Change (%)
R&D Investment (RMB’000)895,5711,174,598-23.76%

ADAMA Ltd. Annual Report 2024

20242023Change (%)
Ratio of R&D investment to operating income3.04%3.58%-0.54 pp
Amount of capitalized R&D investment (RMB’000)---
Ratio of capitalized R&D investment to total R&D investment---

Note: The R&D investment included the R&D expenses incurred in the profit & loss and additions of registrations in theintangible assets during the year.

Reasons for and effects of significant changes to the composition of the Company's R&D personnel

□ Applicable √ Not applicable

Reason of notable changes over the last year in the ratio of total R&D investment amount to operating income

□ Applicable√ Not applicable

Reason of notable change in the ratio of R&D investment capitalization and its reasonable explanation

□ Applicable √ Not applicable

5. Cash flow

Unit: RMB’000

Item20242023YoY +/-%
Subtotal of cash inflows from operating activities28,026,46433,353,503-15.97%
Subtotal of cash outflows from operating activities24,265,83330,735,626-21.05%
Net cash flows from operating activities3,760,6312,617,87743.65%
Subtotal of cash inflows from investing activities395,084256,31254.14%
Subtotal of cash outflows from investing activities1,549,1512,644,565-41.42%
Net cash flows from investing activities(1,154,067)(2,388,253)-51.68%
Subtotal of cash inflows from financing activities2,525,7557,127,882-64.57%
Subtotal of cash outflows from financing activities6,484,9446,753,600-3.98%
Net cash flows from financing activities(3,959,189)374,282-1157.81%
Net increase (decrease) in cash and cash equivalents(1,273,395)632,105-301.45%

Notes of the major effects on the YoY significant changes occurred of the data above

√ Applicable □ Not applicable

Cash flow from Operating Activities: In the full year, despite lower sales, the operating cash flow significantly improveddue to the company maintaining strict procurement practices, intensive collections and an improvement in supplier terms,reflecting implementation of initiatives taken as part of the company's transformation plan.Cash flow from Investing Activities: The lower cash used in investing activities in the full year reflected prioritization ofinvestments in its manufacturing facilities and the decision to increase focus on products in line with the optimization of theCompany's portfolio. The difference in the full year also reflected proceeds from the sale of a real estate asset in the thirdquarter of 2024 and the payment of the acquisition of AgriNova New Zealand in the first quarter of 2023.Cash flow from Financing Activities: The cash used in financing activities in 2024 reflected mainly the repayments ofloans during the year, as well as a partial repayment and the execution of a buyback plan of Solutions' bonds.

ADAMA Ltd. Annual Report 2024

Notes to the reason of the significant differences between the net cash flow from the operating activities and the net profitsof the Company during the Reporting Period

√ Applicable □ Not applicable

Please refer to the notes provided above under this item.V. Analysis of the non-core business

√ Applicable □ Not applicable

Unit: RMB’000

Amount% of total lossExplanationRecurrence
Investment income10,525-0.50%No
Gain/loss from change of FV(46,074)2.17%Mainly foreign currency effect on financial assets and liabilities (refer to explanation to Financial expenses above).No
Impairment of asset961,35845.26%Please refer to the Announcement on Asset Impairment (Announcement No. 2024-48 and 2025-4) disclosed on www.cninfo.com.cnNo
Credit impairment loss99,7134.69%Please refer to the Announcement on Asset Impairment (Announcement No. 2024-48 and 2025-4) disclosed on www.cninfo.com.cnNo
Gain from disposal of assets48,108-2.26%No
Non-operating income83,702-3.94%No
Non-operating loss25,9161.22%No

VI. List and Analysis of the assets and liabilities

1. List of significant changes of assets

Unit: RMB’000

ItemAs at 31 Dec. 2024As at 31 Dec. 2023% changeExplanation for any major change
Amount% of total assetsAmount% of total assets
Cash at bank and on hand3,630,6087.25%4,881,3288.81%-1.56 ppMainly due to repayment of loans
Accounts receivable7,977,83015.94%8,146,67714.70%1.24 ppDecrease in sales and intensive collections
Inventories11,164,66322.30%13,088,75723.62%-1.32 ppStrict procurement management
Investment property20,5090.04%22,1450.04%0.00 pp
Long term equity investments30,2270.06%31,4740.06%0.00 pp
Fixed assets9,762,89519.50%10,040,11318.12%1.38 ppImpairment of fixed assets related to improvement of operational efficiency
Construction in1,996,8923.99%2,507,3284.53%-0.54 pp

ADAMA Ltd. Annual Report 2024

Oversea assets account for a higher proportion

√ Applicable □ Not Applicable

Specific contents of the assetsReasonScale (Amount) of the assets (RMB’000)LocationOperation /Management modeControl measures to guarantee safety of the assetsNet Profit of the assets (RMB’000)Proportion of overseas assets out of total net assets (%)Significant impairment risk?
Equity investment in Adama SolutionsAcquired through Major Assets Restructuring15,729,705Israel and globallyCorporate GovernanceCorporate Governance(2,864,574)83%No
Other explanationsN/A

2. Assets and liabilities measured at fair value

√ Applicable □ Not applicable

Unit: RMB’000

ItemOpening balanceFair value change recognized in P&LFair value change recognized in equityPurchaseSaleOther changeClosing balance
Financial assets
1. Financial assets measured at FVTPL (excluding derivative financial assets)1,912---(877)-1,035
2. Derivative financial assets850,137(363,076)28,502606,191(637,932)-483,822
3. Other equity investments132,018-(545)---131,473
Total financial assets984,067(363,076)27,957606,191(638,809)-616,330
Others204,473(21,127)-33,490(11,777)-205,059
Total of above1,188,540(384,203)27,957639,681(650,586)-821,389
Financial liabilities607,787(329,207)----278,580

Significant changes in the measurement attributes of the main assets in the Reporting Period

□ Yes √ No

ItemAs at 31 Dec. 2024As at 31 Dec. 2023% changeExplanation for any major change
Amount% of total assetsAmount% of total assets
progress
Rights of use assets557,1591.11%625,2351.13%-0.02 pp
Short-term loans4,748,7209.49%5,733,52210.35%-0.86 pp
Contract Liabilities1,810,7643.62%1,514,3652.73%0.89 pp
Long-term loans2,166,6254.33%2,885,9395.21%-0.88 pp
Lease liabilities610,4151.22%495,4590.89%0.33 pp

ADAMA Ltd. Annual Report 2024

3. Restriction / limitation on asset rights

At the end of the Reporting Period, restricted assets included Company’s bank balance of RMB 46,645,000 as cash depositfor bills receivable; and other non-current assets of RMB 117,624,000 as deposit for legal suits.

VII. List and Analysis of the investment

1. Overall condition

√ Applicable □ Not applicable

Investment during the Reporting Period (RMB'000)Investment during the Same Period Last Year (RMB'000)+/-% YoY
21,434,70016,053,79933.5%

2. List of the significant equity investment during the Reporting Period

□ Applicable √ Not Applicable

3. List of the significant non-equity investments executed during the Reporting Period

□ Applicable √ Not applicable

Construction projects that were still in progress by the end of reporting period and were with contract value over RMB200 million

□ Yes □ No √ Not applicable

4. Investment on the financial assets

(1) List investments in securities

□ Applicable √ Not applicable

No such investments were executed during the Reporting Period.

ADAMA Ltd. Annual Report 2024

(2) Investment in derivative financial instruments

√ Applicable □ Not applicable

(1) Investment in Derivative Financial Instruments for Hedging during the Reporting Period

√ Applicable □ Not Applicable

Unit: 000 RMB

Investment TypeInitial investment amountOpening BalanceProfit/loss on fair value changes in the Reporting PeriodCumulative fair value changes charged to equityPurchased in the Reporting PeriodSold in the Reporting PeriodClosing BalancePercentage of investment amount divided by net asset at end of the period
Option4,774,0214,774,02110,16117,1332,029,3574,774,0212,029,35710.69%
Forward11,279,77811,279,77823,70839,97719,405,34311,279,77819,405,343102.18%
Total16,053,79916,053,79933,86957,11021,434,70016,053,79921,434,700112.87%
Explanation of accounting pol-icies and principles for hedg-ing, and any significant changes compared with last reporting periodPlease refer to Section X of this Report, note III. 28.1 for the disclosure of the accounting policies for hedging. There is no change in the accounting policies for hedging during the reporting period.
Explanations about gain/loss during the Reporting PeriodThe gain is mainly in the devaluation in the EUR of 6.25%
Explanations for hedging ef-fectThe Group has effectively mitigated the impact from the exchange rate fluctuations during the year.
Source of fund for the invest-mentInternal.
Risk and control analysis for the Reporting Period (includ-ing but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc.)The aforesaid refers to short term hedging currency transactions made with banks. The risks that derivative hedging business may have include market risks, credit risks of default by customers, liquidity risks, risks of contract fulfillment, and legal risks. For detailed information, please refer to the Announcement on Expected Derivatives Transactions for Hedging (Announcement No. 14) disclosed by the Company on March 14th, 2025. The actions taken in order to further reduce risks are: ? The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only subsidiary that has hedging positions in the Group in the period was Adama Solutions and its subsidiaries. ? The relevant subsidiaries apply management designed procedures and controls, which among other things, monitor the working process and the

ADAMA Ltd. Annual Report 2024

controls of the hedging transactions and are quarterly reviewed and annually audited. ? The controllers of the relevant subsidiaries are involved in the process and are monitoring the hedging accounting treatment. ? Every 2-3 years the internal audit of the relevant subsidiaries’ department is auditing the entire procedure.
Market price or fair value change of investments during the Reporting Period. Specific methodology and as-sumptions should be dis-closed in the analysis of fair value of the investmentsThe aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks. Segregation of duties as follows: For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant transac-tions are simple (Options and forwards) for short terms. For fair value methodology see Section X of this Report, note IX. Fair Value. The exchange rates are provided by the accounting department of the relevant subsidiary and all other parameters are provided by the experts.
Litigation-related situations (if applicable)N/A
Date of disclosure of Board approval (if any)December 30, 2017
Date of disclosure of Share-holders’ approval (if any)N/A
Independent Directors’ opinion on the investment in derivative financial instruments and re-lated risk controlsThe derivative investments carried by the Company are for hedging and narrowing down the risk of market fluctuations. The investments respond to the Company’s routine business demands and are in accordance with the relevant laws and regulations. Additionally, the Company has adopted Currency Risk Hedging Policy to strengthen the risk management and control which benefit the Company’s ability to protect against market risk. The derivative investments do not harm the interests of the Company and its shareholders.

ADAMA Ltd. Annual Report 2024

The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.The derivative transactions carried out by the Group were mainly through options and forward in order to mitigate thecurrency exposure and the fluctuation in Israeli CPI. For more details, please refer to the section above.

(2) Investment in Derivative Financial Instruments for Speculation during the Reporting Pe-riod

□ Applicable √ Not Applicable

No such situation occurred during the Reporting Period.

5. Use of raised funds

□Applicable √Not applicable

VIII. Sale of significant assets and equities

1. Sale of significant assets

□ Applicable √ Not applicable

No selling of significant assets occurred during the reporting period.

2. Sale of significant equities

□ Applicable √ Not applicable

IX. Analysis of major controlling and stock-participating companies

√ Applicable □ Not applicable

List of stock-participating companies responsible for over 10% of the net profits of the Company:

Unit: RMB’000

NameTypeMain servicesRegistered capitalTotal assetsNet assetsOperating revenuesOperating profit (loss)Net profit (loss)
Adama SolutionsSubsidiaryDevelopment, manufacturing and marketing of agrochemicals, intermediate materials for other industries, food additives and synthetic aromatic products, mainly for export.720,08541,850,17512,864,88526,636,465(2,214,236)(2,896,563)

ADAMA Ltd. Annual Report 2024

Subsidiaries acquired or disposed during the Reporting Period

□ Applicable√ Not Applicable

Description of major holding and equity participating companiesDuring the Reporting Period, total sales of Solutions, a wholly-owned subsidiary of the Company, amounted to USD 3,736million, a decrease of 11% (8% decrease in prices and stable volumes), driven by lower prices due to just-in-timepurchasing patterns of the channel in light of overcapacity and a higher interest rate environment, and negative foreignexchange impacts. For detailed explanation of the performance movement, see above explanation of the Section.

X. List of the structured main entities controlled by the Company

□ Applicable √ Not applicable

XI. Outlook of the Company’s future development

(I) Industry structure and trends

1. The competitive structure of crop protection industry

(1) The competitive structure of the global crop protection industry

The global crop protection market is dominated by seven multinational companies, including the Group, five of whichare originator companies. In the past two decades, a number of mergers and acquisitions were completed among thelargest players in the crop protection industry. Nonetheless, the crop protection industry as a whole is relativelydecentralized, with a number of local manufacturers competing in each country against the global multinational companies.The Group believes that entry barriers for the crop protection market are relatively high, although they vary from region toregion.

ADAMA is a leading company among the crop-protection companies that focus on off-patent crop protection solutions.The Group’s global crop protection market share was approximately 5% in 2024, based on preliminary estimation madeby AgBio Investor regarding total sales in the agrochemical industry, and 5.1% in 2023.

The Group's competitors are multinational Originator Companies that continue producing and marketing their originalproducts after their patent expiry (“Originator Companies”), as well as other crop protection companies. In the Group'sexperience, in most cases the Originator Company’s market share in a particular product fall to approximately 30% - 70%within a number of years following the expiry of the relevant patent, leaving the remaining market share open to competitionamong off-patent crop protection companies, in addition to their competition with the Originator Company (which continuesmanufacturing the product and even leads its market prices and sales terms).

The Group competes with Originator Companies and other international off-patent crop protection companies in allthe markets in which it operates, as these companies generally also have global marketing and distribution networks. Inaddition, there are several smaller Originator Companies that also compete with the Group. As a rule, other off-patent cropprotection companies that do not have international marketing and distribution networks compete with the Group locally inthose geographical markets in which they operate.

(2) The competitive structure of the crop-protection industry in China

The chemicals industry in China, which the Company understands to be the largest in the world, as well as theagrochemicals industry in the country, includes thousands of companies which have invested in manufacturinginfrastructure, most of whose production capacity is currently aimed at exports, intended for sale through small and largecompanies across the world, including companies like the Group and its competitors. The growth in production capacity,on one hand, and the price levels and competitiveness of the products produced in China on the other, affect the structure

ADAMA Ltd. Annual Report 2024

of competition in the entire industry. Active Ingredient prices in China began to increase at the end of 2020 due to therecovery of oil prices together with reduced capacities of chemical manufactures caused by higher raw material costs - adynamic that has continued throughout 2021. In the beginning of 2022, the prices of AI peaked, and have since beendeclining, though maintaining historically elevated levels. The cost environment further improved in 2023 as activeingredient prices in China continued to decline all through 2023 reaching low levels. During 2024 Active Ingredient pricesin China continued to decline due to significant over-capacity production.

2. The development trends of the crop-protection industry

In the last few years, some new emerging trends that may affect the nature of competition in this sector can beidentified: (1) The market share of products whose patents have expired continues to rise relative to that of patented originalproducts, primarily due to the fact that the rate of patent expiry exceeds that of the launching of new patent-protectedproducts; (2) a trend of some off-patent companies expanding and becoming stronger (inter alia, as a result of corporatemergers and acquisitions as well as product acquisitions), which may lead to them competing with the Group in geographicmarkets in which they have not operated up to now; (3) smaller companies have begun operating, in limited scale, in certainmarkets with relatively low entry barriers; (4) improvement of the agrochemicals industry in China inter alia, increasingmarket entry barriers; (5) price competition in certain markets by multinational Originator Companies and/or increasing thecredit days to its customers; and (6) large mergers and acquisitions among leading companies in the sector.The Group believes that in view of the industry's development trends, the following are critical success factors: (i)reputation, branding, expertise and accumulated knowledge in the sector in the various countries and among customersand suppliers; (ii) financial strength and resilience combined with consistent growth, allowing the Group to realize acorporate development strategy including the potential for mergers and acquisitions with other companies in the sphere,and being able to respond efficiently to attractive business opportunities in order to expand its product portfolio and thescale of its operations; and (iii) access to funding sources and reasonable funding terms allowing the Group to makeinvestments that earn a positive return.(II) Development strategy of the Company

The Group strives to be a global leader in the Crop Protection industry, and intends to achieve this aim by executionof the following strategies:

? Utilize the Group’s Differentiated Offering to Strengthen and Grow its Market Position. The Group intends tocontinue to drive the growth of its business through effective commercialization of differentiated, high quality productsthat meet farmers’ needs efficiently. To that end, the Group will leverage its extensive R&D and registration capabilitiesto continue to provide unique yet simple solutions to farmers. In addition, the Group adds value by enhancing thefunctionality and efficacy of the industry’s most successful and commercially proven molecules, by developing new andunique mixtures and advanced formulations. These innovative products are designed to provide farmers with bettersolutions to the challenges they face, including weeds, insects and disease, increasing resistance and insufficient pestcontrol related to the use of genetically modified seeds.Such solutions include higher-margin, higher-value complex off-patent products, unique mixtures and formulations aswell as innovative, novel products that are protected by patents and other intellectual property rights. As evidence of thiseffort, the Group has significantly increased the proportion of unique mixtures and formulations in its R&D pipeline overthe last several years. Over the coming years, as this shift in the pipeline towards more differentiated and innovativesolutions starts to be reflected in the Group’s commercial offering especially in key strategic market segments, it isexpected to be a significant driver of growth in profitability. In this respect, and in order to capitalize on future opportunitiesin the agrochemical market, the Group has intensified its efforts to develop a leading pipeline of crop protection productsaimed at providing value-added solutions to farmers around the world, based on AIs that are expected to come off-patentin the coming years. These newly off-patent AIs will be developed into new mixtures and formulations, in combinationwith new formulation and delivery technologies that provide more efficient ways to deliver the products into the plants,

ADAMA Ltd. Annual Report 2024

thereby creating truly unique and differentiated, value-added solutions to farmers. In this way, the Group strives toachieve a double competitive advantage – to be the first to market launching new products after the expiry of the patenton the AI, and to capitalize on cost leadership through increased backward integration through the Group’s globaloperations capabilities.? Bridge China and the World. The Group is striving to become a leading global crop protection company in China, bothcommercially and operationally, and in so doing, to drive its global growth in the future.China is currently the third largest, and one of the fastest growing, agricultural markets in the world. Moreover, in recentdecades, China has become the leading manufacturing center for the global crop protection industry - from the sourcingof raw materials and chemical intermediates to the synthesizing of active ingredients and the formulation of finishedproducts.The Group intends to capitalize on its status in China and its relationship with SinoChem, as well as close collaborationwith Syngenta Group, to increase its commercial activity in the country. The Group has an operational infrastructure andcommercial foundation upon which a leading Chinese domestic distribution network has been built, and which the Groupbelieves will make it one of the only global crop protection providers with significant integrated commercial andoperational infrastructures both within and outside of China.Through the combination with Solutions and the collaboration with the Syngenta Group, the Group intends to achievecost savings and improved margins and efficiencies through the vertical integration of manufacturing and formulationtogether with the Group’s global supply chain and logistics capabilities. In addition, the Group’s global R&D efforts arebeing complemented by a new R&D center in Nanjing to service the Group’s expanded product development needs andenable the introduction of advanced technologies into China and globally. The Group expects to drive significant demandfor its products by launching advanced active ingredients and intermediates with higher R&D content. In addition, theadvanced formulation center in Jiangsu Province will serve as a platform to introduce cost-advantaged crop protectionsolutions into China and globally.The Group expects that its unique positioning and profile in China, including the relationship with Syngenta group andSinochem, should establish it as a partner of choice for companies outside China seeking to access its domestic market,as well as for Chinese companies looking to expand their global footprint. In addition, the Group constantly assessesstrategic joint ventures and M&A opportunities to further bolster its commercial and operational platform in China, and tooptimize resources.? Collaboration of the Company with Syngenta and Sinochem as members of the Syngenta Group. The Companyengaged with Syngenta in collaboration for sale and distribution of finished products, raw materials supply, joint venturesin the fields of procurement, logistics, production and supply chain as well as in the R&D and products’ registration fields,in order to reduce costs, to improve processes, to accelerate market launches and to increase the Company’s sales.Such collaborations have and are expected to continue to generate meaningful additional benefits for the Group.? Continue to Strengthen Position in Emerging Markets. In addition to developing its China platform, the Group enjoys

strong and leading positions in key emerging agricultural markets such as Latin America, India, Asia and Eastern Europe,with around half of its global sales achieved in these emerging markets. Over the last several years, in order to establishdirect market access and distribution capabilities in these markets, the Group has successfully integrated acquisitions inChile, France, Greece, Paraguay, Peru, Romania, New Zealand, China and the US. Similarly, the Group has a direct go-to-market strategy in many high-growth markets around the world, leveraging a direct sales force and driving demand atthe retail and farmer level. The Group intends to continue to invest in its growth in the key emerging markets with highgrowth potential. The Group’s strong global platform and leading commercial infrastructure in such markets will allow itto capitalize on worldwide growth opportunities, and continue to drive its profitable growth.? Grow Revenues and Increase Profitability. The Group believes that it has the capacity and operational leverage to

increase profitability through focused execution of its strategy within the framework of prudent working capital

ADAMA Ltd. Annual Report 2024

management. The Group is aiming to increase its revenues and margins consistently over time as it shifts to a moredifferentiated, higher-margin product portfolio and continues to strengthen its product pipeline with significant number ofhigher-value products, based on AIs which patent protection has just expired, unique mixtures and formulations, as wellas innovative and, in some cases, patent-protected products. The Group believes that its investment in developing anoperational footprint in China will lower costs and improve manufacturing efficiency and distribution logistics and reduceinventory requirements in many markets worldwide.In recent years, the Group has focused on growing and improving its business, infrastructure and brand. Other thaninvestments in the further development of its China operations, the Group believes that its existing global infrastructureis largely of sufficient scale to support higher revenues, allowing it to enjoy economies of scale and continually improveprofitability over time.? Continue to Capitalize on the Global Portfolio Integration and Rebranding Initiative. In 2014 the ADAMA brandwas launched, integrating dozens of legacy brands across the globe to form a single, streamlined sales and distributionentity under a unified brand name. In 2019, following extensive farmer and customer research in 13 major markets, theCompany further evolved its brand, creating a unique and compelling brand story that elevates ADAMA’s distinctentrepreneurial and agile culture; increases its relevance to its customers (channel partners and growers); and furtherdifferentiates the Company from key competitors. The evolved brand positioning, known as “Listen, Learn, Deliver”,focuses on a process of listening to customer needs, bringing insights from the field and combining them with theextensive know-how and experience in the Company; and delivering solutions that meet local farmer and customer painpoints. With this new brand positioning the Company is investing in platforms to ensure ongoing and intimate farmer andcustomer interactions which will provide the source for future product and solution ideation.? Opportunistically Pursue Acquisitions to Enhance Market Access and Strengthen the Product Portfolio. the

Group has a history of successfully completing and integrating add-on acquisitions across the globe. The Group mayselectively consider bolt-on acquisitions, in-licensing agreements and joint ventures that present attractive opportunitiesto enhance its market access and strengthen its product portfolio.(III) 2025 Business planIn 2025, the Company anticipates a maintained depressed environment in global economic growth due to the high-interest environment, which will lead to a cautious crop protection channel purchasing behavior, with no sharp inventoryrestocking. Despite this, crop protection consumption at the farmer level is expected to remain healthy, supported byhigh crop area and reasonable farmer margins. The prices of AI from China are expected to remain low due to over-capacity in China, however, the eventual increase in volumes may outpace the pricing pressure, leading to somewhatmoderate growth in the market.Overall, the Group is expecting to see moderate revenue growth driven by volume growth and the continued launchof new products. However, the extent to which this will materialize will be determined by its ability to execute on its plans,as well as other external impacts such as weather conditions, competition in the market and other unforeseeabledynamics.The Group aims to continue to exercise discipline in management of its operating expenses, while focusing onimprovement in working capital efficiency and quality of business.In 2025, the Group strives to expand its differentiated offering, specifically with the registrations and launch of productswith proprietary formulations. This will be driven by investment in Innovation, Research and Development, and focusingon all aspects of development of its portfolio – product development, obtaining of registrations, development of advancedformulations and innovative delivery technologies, as well as differentiated mixtures, alongside further investments inchemical R&D.

ADAMA Ltd. Annual Report 2024

Note: The business plan described above does not constitute a commitment to investors on the Company’sperformance, and the Company suggests that investors should maintain adequate risk awareness therefor, andunderstand the difference between the Company’s business plan and a performance commitment.(IV) Company’s financing and creditThe Group finances its business activities by means of its equity as well as credit from external sources. The primaryexternal financing is by means of long-term bonds issued by Solutions.The Group has additional sources of external funding from: (1) long-term credit from banks and related parties; (2)short-term bank credit and related parties; and (3) supplier credit. In addition, the Group has significant cash balances aswell as unused set bank credit lines.(V) Risk factors and countermeasures

The Group is exposed to several major risk factors, resulting from its economic environment, the industry and theGroup's unique characteristics, as follows (the order below does not indicate priority):

Exchange rate fluctuationsAlthough the Company reports its consolidated financial statements in RMB, the Company’s material subsidiary Solutionsreports its consolidated financial statements in US dollars, which is its functional currency, while its operations, sales andpurchases of raw materials are carried out in various currencies. Therefore, fluctuations in the exchange rate of the sellingcurrency against the purchasing currency impact the Company’s results. The Group's most significant exposures are tothe Euro, the Israeli Shekel and the Brazilian Real. The Group has lesser exposures to other currencies. The strengtheningof the US dollar against other currencies in which the Company operates reduces the dollar value of such sales and viceversa.On an annual basis, approximately 22% of the Group’s sales are to the European market and therefore the impact of long-term trends on the Euro may affect the Company's results and profitability.Analyses of currency exposure from foreign currency exchange rate fluctuations against assets, liabilities and cash flowdenominated in foreign currencies are done constantly. High volatility of the exchange rates of these currencies couldincrease the costs of transactions to hedge against currency exposure, thereby increasing the Company's financing costs.The Group uses commonly accepted financial instruments to hedge most of its substantial net balance sheet exposure toany particular currency. Nonetheless, since as part of these operations the Group hedges against most of its balance sheetexposure and only against part of its economic exposure, exchange rate volatility might impact the Group’s results andprofitability. As of the date of publication of this Report, the Group has hedged most of its balance sheet exposure.In addition, as the Company’s product sales depend directly on the cyclical nature of the agricultural seasons, thereforethe Company’s income and its exposure to the various currencies is not evenly distributed over the year. Countries in thenorthern hemisphere have similar agricultural seasons and therefore, in these countries, the highest sales are usuallyduring the first half of the calendar year. During this period, the Company is most exposed to the Euro. In the southernhemisphere, the seasons are opposite and most of the local sales are carried out during the second half of the year. Duringthese months, most of the Company's exposure pertains to the Brazilian Real.Exposure to Interest rate, Israel CPI and NIS exchange rate fluctuationsThe debentures issued by Solutions, the material subsidiary of the Company, are Israeli Shekel based and linked to theIsrael Consumer Price Index “CPI” and therefore an increase in the CPI and an appreciation of the shekel rate against thedollar might lead to a significant increase in its financing expenses. In addition, high volatility of the exchange rate ofUSD/NIS and expectations of material changes in the inflation rate, may increase the costs of hedging transactions oncurrency exposure, and as a result, may lead to a further increase in the company's financing costs. As of the date ofapproval of the financial statements, Solutions hedged most of its exposure to these risks on an ongoing basis, throughCPI hedging and USD-ILS exchange rate hedging transactions.

ADAMA Ltd. Annual Report 2024

In addition, inflation in several global markets has a cross effect on the business results of the Group, since on one hand,it contributes to the Group's ability to increase the sale price of its products, but on the other hand, it may increase theGroup's production costs and operating expenses. As of the date of the Report, the Group is unable to isolate the influenceof inflation on its sale prices and its costs. The Group estimates that the cumulative cross influence of inflation does nothave a material effect on to its financial results.Since December 31, 2021, the Group have had dollar denominated liabilities bearing variable interest rates previouslybased on LIBOR, exposing it to interest rate fluctuations. Following the global transition away from LIBOR, the Companymonitors its exposure and periodically evaluates hedging strategies. As of January 1, 2022, SOFR (USD), ESTR (EUR)and SONIA (GBP) have replaced LIBOR as alternative risk-free rates. As of the date of publication of this Report, theGroup has not carried out hedging for such exposure, since US dollar interest rates have been relatively stable.In addition, the effect of interest changes on the debt that serves the Group’s working capital is seasonal. Such debt bearsa variable interest, but has no material effect on the Group’s financing expenses. As a result, the net increase in interestrate does not have a material effect on the Group’s business.Business operations in emerging marketsThe Group conducts business - mainly product sales and raw material procurement – inter alia, in emerging markets suchas Latin America (particularly in Brazil, the largest market, country wise, in which the Group operates), Eastern Europe,Southeast Asia and Africa. The Group's activity in emerging markets is exposed to risks typical of those markets, including:

political and regulatory instability; volatile exchange rates; economic and fiscal instability and frequent revisions ofeconomic legislation; relatively high inflation and interest rates; terrorism or war; restrictions on import and trade; differingbusiness cultures; uncertainty as to the ability to enforce contractual and intellectual property rights; foreign currencycontrols; governmental price controls; restrictions on the withdrawal of money from the country; barter deals and potentialentry of international competitors and accelerated consolidations by large-scale competitors in these markets.Developments in these regions may have a significant effect on the Group's operations. Distress to the economies of thesemarkets could impair the ability of the Group's customers to purchase its products or the ability to market them atinternational market prices, as well as harm the Group's ability to collect customer debts, in a way that could have asignificant adverse effect on the Group's operating results.The Group’s operations in multiple regions allows for the diversification of such risks and for the reduction of its dependencyon particular economies. In addition, changes in registration requirements or customers' preferences in developed westerncountries, which may limit the use of raw materials purchased from emerging economies, may require redeployment of theGroup's procurement organization, which might negatively affect its profitability for a certain period.Operating in a competitive marketThe crop protection products industry is highly competitive. Currently, seven multinational companies, including theCompany, lead the global industry. Five of these, Bayer, Syngenta, Corteva, BASF and FMC, are Originator Companies,which develop, manufacture and market both patent-protected as well as off-patent products. The Group competes withthe original products with the aim of maintaining and increasing its market share.The Originator Companies possess resources enabling them to compete aggressively, in the short-to-medium term, onprice and profit margins, so as to protect their market share. Loss of market share or inability to acquire additional marketshare from the Originator Companies can affect the Group's position in the market and adversely affect its financial results.For details regarding the Group’s competitive advantages see Section III - subsection III. Core competitiveness analysisabove.Similarly, the Group also competes in the more decentralized off-patent segment of the market, against other off-patentcompanies and smaller-scale Originator Companies, which have significantly grown in number in recent years and arematerially changing the face of the crop protection industry, the majority of whom have not yet deployed global distribution

ADAMA Ltd. Annual Report 2024

networks, and are only active locally. These companies often price their products aggressively and at times have lowerprofit margins than the Group, which may adversely impact the Group's sales and product prices. The Group's ability tomaintain its revenues and profitability from a specific product in the long term is affected by the number of companiesproducing and selling comparable off-patent products and the timing of their entrance to the relevant market.Any delay in developing or obtaining registrations for products and/or delayed penetration into markets and/or growth ofcompetitors that focus on off-patent active ingredients (whether by the expansion of their product portfolio, grantingregistrations to other manufacturers (including manufacturers in China and India) to operate in additional markets,transforming their distribution network to a global scale or increasing the competition for distribution access), and/ordifficulty in purchasing low cost raw materials, may harm the Group’s sales, affect its global position and lead to priceerosion.Decline in scope of agricultural activities; Climate change and exceptional changes in weather conditionsThe scope of general agricultural activities worldwide may be negatively affected by many exogenous factors, someresulting from climate change, including but not limited to extreme weather conditions, natural disasters, a decrease inagricultural commodity prices, government policies and the economic condition of farmers. A material decline in the scopeof agricultural activities would by necessary implication cause a decline in the demand for the Group’s products, erosionof its prices and collection difficulties, which may have a significant adverse effect on the Group's results. Extreme weatherconditions, both chronic and acute, as well as other damages caused by nature may have an impact on the demand forthe Group's products, as well as to price thereof. For example, drought may reduce the need for fungicides, which couldresult in fewer sales and greater unsold inventories in the market, whereas excessive rain could lead to increased plantdisease or weed growth requiring growers to purchase and use more crop protection products. Drought and/or increasedtemperatures may change insect pest pressures, requiring growers to use more, less, or different insecticides. Climatechange may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts andother events that could affect the demand for the Company’s products. The Group believes, that should extreme weatherconditions or a number of such bad seasons occur in succession, without favorable seasons in the interim, its results maysustain significant harm.Environmental, health and safety legislation, standards, regulation and exposureMany aspects of the Group's operations are strictly regulated, including in relation to production and trading, and particularlyin relation to the storage, treatment, manufacturing, transport, usage and disposal of its products, their ingredients andbyproducts, some of which are considered hazardous. The Group's activities involve hazardous materials. Defectivestorage or handling of hazardous materials may cause harm to human life or to the environment in which the Groupoperates. The regulatory requirements regarding the environment, health and safety could, inter alia, include soil andgroundwater clean-up requirements; as well as restrictions on the volume of the hazardous materials permitted to be storedin the Group’s facilities and type of emissions the Group is permitted to discharge into the air and water.The regulatory requirements applicable to the Group vary from product to product and from market to market, and tend tobecome stricter with time. In recent years, both government authorities and environmental protection organizations havebeen applying increasing pressure, including through investigations and indictments as well as increasingly stricterlegislative proposals and class action suits related to companies and products that may potentially pollute the environment.Compliance with these legislative and regulatory requirements and protection against such legal actions requires the Groupto commit considerable human and financial resources (both in terms of substantial ongoing costs and in terms of materialone-time investments) to meet mandatory environmental standards. In some instances, this may result in delaying theintroduction of products into new markets or in adverse effects on the Group’s profitability. In addition, the toughening,material alteration or revocation of environmental licenses or permits, or their stipulations, or the inability to obtain suchlicenses and permits, may significantly affect the Group's ability to operate its production facilities, which in turn may havea material adverse effect on the financial and business results of the Group. The Group may be required to bear significant

ADAMA Ltd. Annual Report 2024

civil liabilities (including due to class actions) or criminal liabilities (including high penalties and/or high compensationpayments and/or costs of environmental monitoring and rehabilitation), resulting from violation of environmental, healthand safety regulations, while some of the existing legislation may impose “strict liability” regime on the Group, i.e. the Groupwill be held liable, regardless of proof of negligence or malice.While the Group invests material sums in adapting its facilities and in constructing special facilities in accordance withenvironmental requirements, it is currently unable to assess with any certainty whether these investments (current andfuture) and their outcomes may satisfy current or future requirements, should these be significantly increased or changed.In addition, the Group is unable to predict with any certainty the extent of future costs and investments it may incur in orderto meet the requirements of the environmental authorities in the relevant countries in which it operates since, inter alia, theGroup is unable to estimate the extent of potential pollutions, their duration, the extent of the measures required to betaken by the Group in handling them, the division of responsibility among other parties and the amounts recoverable fromthird parties.Furthermore, the Group may be the target of bodily injury claims and property damage claims caused by exposure tohazardous materials, which are largely covered under the Group’s insurance policies.The Group is evaluating both transition and physical risks related to climate change. Physical chronic and acute risks toADAMA production assets, activities and products are being evaluated with the PCRAM methodology. The Company hasbeen assessing the transition risks, including the carbon taxes. Additional transition risks include the adaptation of noveltechnologies aimed at reducing carbon emissions.In addition, regarding products that are exported to Europe, the Group may be subject to the EU Carbon Border AdjustmentMechanism (CBAM). As of this date, the Group’s products are not subject to the first phase of the CBAM.Legislative, standard and regulatory changes in product registrationThe majority of the substances and products marketed by the Group require registration at various stages of theirdevelopment, production, import, utilization and marketing, and are also subject to strict regulatory supervision by theregulatory authorities in each country. Compliance with the regulatory requirements that vary from country to country andwhich are becoming more stringent with time, involves significant time and costs, and rigorous compliance with individualregistration requirements for each product. Noncompliance with these regulatory requirements might materially adverselyaffect the Group’s expenses, cost structure and profit margins, as well as penetration of its products in the relevant market,and may even lead to suspension of sales of the relevant product, and recall of those products already sold, or to legalaction. Moreover, to the extent new regulatory requirements are imposed on existing registered products (requiringadditional investment or leading to the existing registration's revocation) and/or the Group is required to compensateanother company for its use of the latter's product registration data, these might amount to significant sums, considerablyincreasing the Group's costs and adversely affecting its results and reputation. In recent years the industry has beensuffering from revocation of registration for many products around the world. This trend is particularly evident in Europeancountries as well as in many other countries worldwide.Nevertheless, the Group believes that, in countries where the Group maintains a competitive edge, any toughening ofregistration requirements may actually increase this edge, since this will make it difficult for its competitors to penetrate thesame market, whereas in countries in which the Group possesses a small market share, if any, such toughening may makefurther penetration of the Group's products into that market more difficult.Product liabilityProduct and producer liability are a risk for the Group. Regardless of their prospects or actual results, product liabilitylawsuits might involve considerable costs as well as tarnish the Group's reputation, thus potentially impacting its profits.The Group has a third-party and defective product liability insurance cover. However, there is no certainty that the scopeof insurance cover is sufficient. Any future product liability lawsuit or series of lawsuits could materially affect the Group’s

ADAMA Ltd. Annual Report 2024

operations and results, should the Group lose the lawsuit or should its insurance cover not suffice or apply in a particularinstance. In addition, while the Group has not currently encountered any difficulty renewing such insurance policy, it ispossible that it will encounter future difficulties in renewing an insurance policy for third party liability and defective productson terms acceptable to the Group.Successful market penetration and product diversificationThe Group’s growth and profit margins are affected, inter alia, by the extent of its success in developing differentiatedproducts and obtaining registrations for them, so as to enable it to gain market share at the expense of its competitors.Usually, being the first to launch a certain off-patent product affords the Group continuing advantage, even after othercompetitors penetrate the same market. As such, the Group's revenues and profit margins from a certain new off-patentproduct could be materially affected by its ability to launch such product ahead of the launch of a comparable product byits competitors.Should new products fail to meet registration requirements in the different countries or should it take a long period of timeto obtain such registrations, the Group's ability to successfully introduce a new product to the relevant market in the futuremay be affected, since entry into the market prior to other competitors is important for successful market penetration.Furthermore, successful market penetration involves, inter alia, product diversification in order to suit each market'schanging needs. Therefore, if the Group fails to adapt its product mix by developing new products and obtaining therequired regulatory approvals, its future ability to penetrate that market and to maintain its existing market share could beaffected. Failure to introduce new products to given markets and meet Group objectives (given the considerable time andresources invested in their development and registration) might affect the sales of the product in question in the relevantmarket, the Group’s results and margins.Intellectual property rights of the Group and of third partiesThe Group's ability to develop off-patent products is dependent, inter alia, on its ability to oppose patents or patentapplication of Originator Companies or other third parties, or to develop products that do not otherwise infringe intellectualproperty rights in a manner that may involve significant legal and other costs. Originator Companies tend to vigorouslydefend their products and may attempt to delay the launch of competing off-patent products by registering patents onslightly different versions of products for which the original patent protection is about to expire or has expired, with the aimof competing against the off-patent versions of the original product. The Originator Companies may also change thebranding and marketing of their products. Such actions may increase the Group's costs and the risk it entails, and harm oreven prevent its ability to launch new products.The Group is also exposed to legal claims that its products or production processes infringe on third-party intellectualproperty rights. Such claims may involve time, costs, substantial damages and management resources, impair the valueof the Group's brands and its sales and adversely affect its results. Such lawsuits that were concluded involved non-material amounts.Furthermore, although the Group protects its brands and trade secrets with patents, trademarks and other methods ofintellectual property protection, these protective means may not be sufficient for fully safeguarding its intellectual property.Any unlawful or other unauthorized use of the Group's intellectual property rights could adversely affect the value of itsintellectual property and goodwill. In addition, the Group may be required to take legal actions involving financial costs andresources to safeguard its intellectual property rights.Fluctuations in raw material inputs and prices, and in sales costsSignificant percentage of the Groups’ cost of sales derives from raw material costs. Hence, significant increases ordecreases in raw material costs affect the cost of goods sold, and are, due to the length of the Company’s inventory cycle,generally reflected in the Company’s financials. Most of the Group's raw materials are distant derivatives of oil prices andtherefore, extreme changes or decrease in oil prices may affect the costs of raw materials, although only partially.

ADAMA Ltd. Annual Report 2024

To reduce exposure to fluctuations in the prices of raw materials, the Group customarily engages in long-term purchasecontracts for key raw materials, wherever possible. Similarly, the Group acts to adjust its sales prices, wherever possible,to reflect the changes in the costs of raw materials.As of the date of approval of the financial statements, the Group has not engaged in any hedging transactions againstincreases in oil and other raw material costs.Exposure due to recent developments in the genetically modified seeds marketAny significant development in the market of genetically modified seeds for agricultural crops, including as a result ofregulatory changes in certain countries currently prohibiting the use of genetically modified seeds, and/or any significantincrease in the sales of genetically modified seeds and/or to the extent new crop protection products are developed forfurther crops that would be widely used (substituting traditional products), will affect demand for crop protection products,requiring the Group to respond by adapting its product portfolio to the new demand structure. Consequently, to the extentthat the Group fails to adapt its product mix accordingly, this may reduce demand for its products, erode their sales priceand by implication affect the Group’s results and market share.Nevertheless, the fact that the Group itself markets some of the products for which herbicide tolerance traits have beendeveloped, acts to mitigate this exposure (albeit only in terms of marketing margins).In addition, natural and/or biological substances that attack weeds, pests and diseases are potential alternatives for theCompany’s products, though as of the date of the report, their efficiency is relatively limited, and they are commercializedin a relatively small volumes.Operational risksThe Group’s operations, including its manufacturing activities, rely, inter alia, on state-of-the-art computer systems. TheGroup continually invests in upgrading and protecting these systems from malfunctions and attack. Any unexpected failureof these systems, as well as the integration of new systems, could involve substantial costs and adversely affect theGroup's operations until completion of the repair or integration. The potential occurrence of a substantial failure that cannotbe repaired within a reasonable time frame may also affect the Group's operations and its results. Currently, the Grouphas a property and loss-of-profit insurance policy.The Group's production capacity is affected, among others, by its facilities’ output and individual area and time allocationat full capacity. The Group's Multi-purpose facilities provide manufacturing flexibility and enable the Group to prepare forthe manufacturing of new products. Although the Group believes that its existing sites have sufficient facilities and landareas to expand its production capacity, if necessary, in the case of immediate or short-term increases in demand for newproducts supply may be delayed due to lack of capacity to meet demand for such new products.Data protection and cyber securityDuring its activity, the Group may be exposed to risks and threats, related to the stability of its information technologiessystems, data protection and cyber security, which could appear in many different forms (such as service denial, misleadingemployees, malfunction, encryption or data erasing and other cyber-attacks via E-mail or malicious software). An attackon such computerized systems, mainly network based systems may cause the group material damages and expenses andeven partial suspension and disruption of their proper functioning. In order to minimize the abovementioned risks, the groupinvests resources in its technological resilience and in proper protection of its systems.Raw material supply and/or shipping, port service disruptions and inventoryLack of raw materials or other inputs utilized in the manufacture of the Group’s products may prevent the Group fromsupplying its products or significantly increase production costs. Moreover, the Group imports raw materials to itsproduction facilities worldwide, from where it then exports the technical or formulated products to its subsidiaries aroundthe world for formulation and/or commercialization purposes. Disruptions in the supply of raw materials from regularsuppliers may adversely affect operations until an alternative supplier is engaged. If any of the Group's suppliers are unable

ADAMA Ltd. Annual Report 2024

to supply raw materials for a prolonged period, including due to ongoing disruptions and/or prolonged strikes and/orinfrastructure defects in the operating of a relevant port, and if the Group is unable to engage with an alternative supplierat similar terms and in accordance with the relevant product registration requirements, this may adversely affect the Group'sresults, significantly affect its ability to obtain raw materials in general, or obtain them at reasonable prices, as well as limitits ability to supply products and/or meet customer supply deadlines. These might negatively affect the Group, its financesand operating results. In order to reduce this risk, it is the Group's practice to occasionally adjust the volume of its productinventories or in certain scenarios, to increase the levels of inventory held by the Company to overcome possible supplyshortages, logistic challenges and increases in cost of inventory, as mentioned above, in order to support expected futuresales. Additionally, in the case of fluctuations in the market prices for inventory held by the Company, this may affect itsfinances and operating results. In addition, war, regional conflicts, acts of terror and/or governmental instability around theworld may negatively impact the Company's operations. This may result, among others, in the suspension of operationsor the shutdown of affected facilities, hence causing production and distribution delays, loss of property, injury to employees,and increased insurance premiums.Failed mergers and acquisitions; difficulties in integrating acquired operationsThe Group's strategy may include selective mergers, acquisitions, investments and collaborations to enhance andstrengthen its presence in certain markets. When pursuing such opportunities, effective integration with market conditions,profitability forecasts and competition are key considerations. Challenges in implementation or deviations from forecastsmay impact the expected value, customer retention, liability exposure and the valuation of intangible assets related to amerger or acquisition, as well as affect the retention of skilled personnel resources.Production concentration in limited plantsA large portion of the Group’s production operations is concentrated in a relatively small number of locations. Naturaldisasters, hostilities, labor disputes, substantial operational malfunction or any other material damage might significantlyaffect Group operations, as a result of the difficulty, the time and investment required for relocating the production operationor any other activity.International taxationMost of the Group’s sales are global, through its consolidated subsidiaries worldwide. These individual companies areassessed in accordance with the tax laws effective in each respective location. The Group’s effective tax rate could besignificantly affected by different classification or attribution of the profits arising from the proportional value of thecomponents of each of the companies in the Group in the various countries, as is recognized in each tax jurisdiction;changes in the characteristics (including regarding the location of control and management) of these companies; changesin the breakdown of the Group's profits into regions where differing tax rates apply; changes in statutory tax rates and otherlegislative changes; changes in assessment of the Group's deferred tax assets or deferred tax liabilities; changes indetermining the areas in which the Group is taxed; and potential changes in the Group's organizational structure.Changes in tax regulations and the manner of their implementation, including with regard to the implementation of BEPS,may lead to a substantial increase in the Group's applicable tax rates and have a material adverse effect on its financialposition, results and cash flows.Risks arising from the Group’s debtThe Group finances its business operations by means of its own equity and loans from external sources (primarily tradeddebentures issued by Solutions, bank credit and credit from related parties). The Group's main source for servicing thedebt and its operating expenses is by means of the profits from the Group companies’ operations. Restrictions applying tothe Group companies regarding distribution of dividends to the Group, or the tax rate applicable on these dividends, mayaffect the Group's ability to finance its operations and service its debt.In addition, the Group's Finance Documents, as contained in the bank credit agreements, require meeting certain Financial

ADAMA Ltd. Annual Report 2024

Covenants. Failure to meet these covenants due to an exogenous event or non-materialization of Group forecasts, andinsofar as the financing parties refuse to extend or update these Financial Covenants as per the Group’s capabilities, maylead the financing parties to demand the immediate payment of these liabilities (or part thereof).Exposure to customer credit risksThe Group’s sales to customers worldwide usually involve customer credit as is customary in each market. A portion ofthese credit lines is insured, while the remainder are exposed to risk, particularly during economic slowdowns in therelevant markets. The Group’s aggregate credit, however, is diversified among many customers in dozens of countries,mitigating this risk. In addition, in certain regions, particularly in South America, credit days are particularly long (comparedto those extended to customers in regions such as Europe), and on occasion, inter alia, owing to agricultural seasons oreconomic downturns in those countries, the Group may encounter difficulty in timely collection of customer debts, with thecollection period being extended over several years.Generally, such issues arise more often in developing countries where the Group may be less familiar with its customers,the collaterals might be in double until actual repayment and the insurance cover of these customers is likely to be limited.Credit default by any of the customers may negatively impact the Group's cash flow and financial results.The Group’s working capital and cash flow needsSimilar to other companies operating in the crop protection industry, the Group has substantial cash flow and workingcapital requirements in the ordinary course of operations. In view of the Group's growth and considering its primary growthregions, the Group’s broad product portfolio and the Group’s investments in manufacturing infrastructures, the Group hassignificant financing and investment needs. The Group acts continually to improve the state and management of its workingcapital. While currently the Group is in compliance with all its financial covenants, significant deterioration of its operatingresults may in the future lead the Group to fail to comply with its financial covenants and fail to meet its financial needs. Asa result, the Group's ability to meet its goals and growth plans, as well as its ability to meet its financial obligations, maybe harmed.Contagious disease outbreakOutbreak of a contagious disease and pandemics, or other adverse public health developments, in territories wheresignificant production activity is taking place or from which raw materials are supplied to a significant extent, may have amaterial adverse effect on the Company’s activity, such that the Company may encounter difficulties with procurement ofraw materials and intermediates, experience a certain decrease of activity within its production facilities due togovernmental instructions, and be constrained with respect to its logistics and supply lines. In addition, the Company salescould be potentially impacted by a temporary decrease in demand for its products, as well as by temporary disruption ofthe Company’s ability to sell and distribute products as mentioned above.

XII. Information regarding communication with investors during the Reporting Period

√ Applicable □ Not applicable

DatePlaceReception ModeType of VisitorName of the VisitorAboutIndex
March 27th, 2024Online PlatformLive webcast at online PlatformInstitutional and individual InvestorsThe live webcast was accessible for all investors.Introduction on 2023 Q4 and FY performance as well as the Fight Forward plan of the Company. The corresponding presentations wasRecord of the Communications between the Company and the Investors (No. 2024-01) was published

ADAMA Ltd. Annual Report 2024

DatePlaceReception ModeType of VisitorName of the VisitorAboutIndex
published on the website of the Company (IR page on www.adama.com).by the Company on March 28th, 2024 at www.cninfo.com.cn.
April 30th, 2024Online PlatformLive webcast at online PlatformInstitutional and individual InvestorsThe live webcast was accessible for all investors.Introduction on 2024 Q1 performance as well as the Fight Forward plan of the Company. The corresponding presentation was published on the website of the Company (IR page on www.adama.com).Record of the Communications between the Company and the Investors (No. 2024-02) was published by the Company on May 5th, 2024 at www.cninfo.com.cn.
August 29th, 2024Online PlatformLive webcast at online PlatformInstitutional and individual InvestorsThe live webcast was accessible for all investors.Introduction on 2024 Q2 and Half-year perfor-mance as well as the market repositioning of the Company for the value innovation custom-ers and products. Corresponding presentation was published on the website of the Company (IR page on www.adama.com).Record of the Communications between the Company and the Investors (No. 2024-03) was published by the Company on August 30th, 2024, at www.cninfo.com.cn
November 4th, 2024Online PlatformLive webcast at online PlatformInstitutional and individual InvestorsThe live webcast was accessible for all investors.Introduction on 2024 Q3 and 9M performance. Corresponding presentation was published on the website of the Company (IR page on www.adama.com).Record of the Communications between the Company and the Investors (No. 2024-04) was published by the Company on November 4th, 2024, at www.cninfo.com.cn.

XIII. Development and Implementation of Market Cap Management Policy andValuation Enhancement Plan

Has the Company developed Market Cap Management Policy

□Yes √ No

Has the Company disclosed Valuation Enhancement Plan

√Yes □No

On March 12

th, the 10

th

Meeting of the 10

thSession of the BOD approved the Valuation Enhancement Plan which wasdisclosed at www.cninfo.com.cn on March 14

that Announcement No. 2025-13. For details, please refer to the

ADAMA Ltd. Annual Report 2024

announcement.XIV. Implementation of Action Plan on Enhancing Quality ReturnsHas the Company disclosed Action Plan on Enhancing Quality Returns

□Yes √ No

ADAMA Ltd. Annual Report 2024

Section IV - Corporate GovernanceI. Basic details of corporate governanceDuring the Reporting Period, the Company continuously improved the awareness of corporate governance and corporategovernance structure and perfected the corporate system as well as standardized the operation of the Company, promotedinternal control activities, and constantly improve the Company's management levels stringently according to requirementsof relevant laws and regulations, such as the Company Law, Securities Law, and Corporate Governance Principle of ListedCompany, as well as Rules for Listing Shares in Shenzhen Stock Exchange.

1. About Shareholders and the Shareholders’ meeting

During the Reporting Period, the Company has ensured that all shareholders, especially small and medium shareholders,are treated equal and able to fully exercise their rights. It held one annual general meeting of shareholders and threeinterim shareholders meeting, during which 21 proposals in total were reviewed and approved. Lawyers were invited toattend all the meetings mentioned above for testimony and issuing legal opinions. Online voting has been applied duringall above-mentioned meetings to ensure that all shareholders, especially small and medium shareholders, enjoy equalstatus and fully exercise their rights. Notices of shareholders' meeting, meeting proposals, discussion procedures, votingon proposals and information disclosure all meet the requirements. Every major decision of the Company has been decidedby the shareholders' meeting according to laws and regulations with lawyers as the witness to ensure that the right to know,to participate and vote on major issues of all shareholders, especially the small and medium shareholders are properlyprotected.

2. About Directors and the Board of Directors

During the Reporting Period, the number, composition and qualifications of the board of directors were in compliance withthe laws and regulations as well as the Articles of Association of the Company. All board members are diligent andresponsible for attending the board and shareholders’ meetings in accordance with the relevant provisions of the CompanyLaw and the Articles of Association. During the Reporting Period, the Company held 13 board meetings during which 49proposals were reviewed. The organizing, convening and formation of resolutions were carried out in accordance withrelevant provisions of the Articles of Association and the Rules of Procedure for the Board of Directors. The Company hasestablished an independent director system in accordance with relevant regulations. Each of the independent directorshave expressed independent opinions on important business of the Company during the Reporting Period. The Company'sboard of directors consists of one nomination committee, one audit committee and one remuneration and appraisalcommittee, all of which are functioning with respective implementation rules to ensure the scientific and compliant decision-making by the board of directors.

3. About Supervisors and the Board of Supervisors

During the Reporting Period, the board of supervisors of the Company consisted of three supervisors. The number,composition and qualifications of the Board of Supervisors were in compliance with laws and regulations as well as theArticles of Association of the Company. During the Reporting Period, five meetings were held and 11 proposals werereviewed. All meetings were organized and convened in accordance with the procedures of the Articles of Association andthe Rules of Procedure for the Board of Supervisors. All supervisors have earnestly performed their duties by reviewingthe company's periodic reports and other matters and issuing verification opinions with a strong sense of responsibilitiesto the shareholders. All of them have effectively fulfilled their duties and safeguarded the legitimate rights and interests ofthe Company and its shareholders.

4. About Investors’ Relations

ADAMA Ltd. Annual Report 2024

The Company communicates with investors through public announcements, consultations by telephone, interactiveplatforms, e-mails and other multiple media to enhance opinion exchange. It has been making various efforts on deepeningthe understanding of investors about the Company's operation and development outlook and also maintaining goodrelations with them. Meanwhile, it has been serious to receive investors' opinions and suggestions and encouraged theinteraction between investors and itself. During the Reporting Period, the Company has been patient to respond investorsby answering calls and questions through all interactive platforms, which has guaranteed a sound and fair access forinvestors to obtain information.Whether there is any difference between the actual corporate governance situation of the Company and the provisions ofthe laws, administrative regulations and relevant rules of CSRC or not?

□ Yes √ No

There is no difference between the actual corporate governance situation of the Company and the provisions of the relevantrules of CSRC.II. Particulars about the Company’s independence from the controlling shareholder

and the actual controller in ensuring the company’s assets, personnel, financials,institutions and business, etc.

1. In respect of assets: The assets relationship between the Company and the controlling shareholder is clear. Thecompany has complete control over all its assets. There is no such thing as a free possession or usage by the controllingshareholder.

2. In respect of personnel: The Company and controlling shareholder are mutually independent in the labor, personnel andsalary management, the Company CEO and other senior management personnel get the salary in the Company, and notperform administrative work in the controlling shareholder unit.

3. In respect of financing, the Company owned independent financial department, established independent accountingsystem and financial management system, opened independent bank account, paid tax in line with laws.

4. In respect of organization, the Company has set up the organization that was independent from the controllingshareholder completely, the Board of Directors, the Supervisory Committee and internal organization could operateindependently.

5. In respect of business: the Company had a complete business system and independent operation, and conducts itsindependent and complete business with self-management ability.

ADAMA Ltd. Annual Report 2024

III. Horizontal competition

√ Applicable □ Not applicable

TypeType of Affiliation with the CompanyName of the CompanyNature of the CompanyCause of the problemSolutionsWork-schedule and follow-up plan
Horizontal competition and related party transactionsultimate controlling party of the Company’s controlling shareholderSinochem Holdings Corporation Ltd.Central enterpriseCertain subsidiaries controlled by Sinochem Holdings have overlapping products with the Company; some of its subsidiaries are the supplier or the client of the Company.For details, please refer to I Performance of commitments of Section VI of the Annual Report.The committed party complies with the commitments. The long-term commitments are being fulfilled.

IV. Particulars regarding the annual shareholders’ general meeting and special

shareholders’ general meetings held during the Reporting Period

1. Particulars regarding the shareholders’ general meeting during Reporting Period

SessionTypeProportion of investors' participationConvening dateDisclosure dateResolution
2023 Annual Shareholders MeetingAnnual Shareholders Meeting80.10%April 16, 2024April 17, 2024Announcement on the Resolutions of 2023 Annual General Meeting (Announcement Number: 2024-16). Disclosed at the website CNINFO www.cninfo.com.cn
1st Interim Shareholders Meeting in 2024Interim Shareholders Meeting80.07%May 13, 2024May 14, 2024Announcement on the Resolutions of the 1st Interim Shareholders Meeting in 2024 (Announcement Number: 2024-29). Disclosed at the website CNINFO www.cninfo.com.cn
2nd Interim Shareholders Meeting in 2024Interim Shareholders Meeting80.04%June 28, 2024June 29, 2024Announcement on the Resolution of the 2nd Interim Shareholders Meeting in 2024 (Announcement Number: 2024-36). Disclosed at the website CNINFO

ADAMA Ltd. Annual Report 2024

SessionTypeProportion of investors' participationConvening dateDisclosure dateResolution
www.cninfo.com.cn
3rd Interim Shareholders Meeting in 2024Interim Shareholders Meeting82.55%November 22, 2024November 23, 2024Announcement on the Resolutions of the 3rd Interim Shareholders Meeting in 2024 (Announcement Number: 2024-58). Disclosed at the website CNINFO www.cninfo.com.cn

2. Special Shareholders’ General Meeting applied by the preferred stockholder with restitution ofvoting right

□ Applicable √ Not applicable

V. Directors, Members of the Supervisory Board, Senior Management Staff &

Employees

1. Basic Information

ADAMA Ltd. Annual Report 2024

NamePositionOffice StatusGenderAgeBeginning date of office termEnding date of office termShares held at the year-begin (share)Amount of shares increased at the Reporting Period (share)Amount of shares decreased at the Reporting Period (share)Other changes increase/ decrease (share)Shares held at the end of the Reporting Period (share)Reasons for the Shareholding Changes
Qin HengdeChairman of the BODIn OfficeMale55Elected as the director in Dec 1, 2023 and Chairman of the BOD in Dec 18, 202300000N/A
Liu HongshengDirectorIn OfficeMale58Apr 16, 202400000N/A
An LiruDirectorIn OfficeMale55Apr 29, 201500000N/A
Ge MingIndependent DirectorIn OfficeMale73Nov 16, 202000000N/A
Yang GuangfuIndependent DirectorIn OfficeMale55Dec 25, 202300000N/A
Huang JingshengIndependent DirectorIn OfficeMale61Nov 22, 202400000N/A
Ga?l Ali HiliPresident & CEOIn OfficeMale51Oct 1, 202400000N/A
Efrat NagarChief Financial OfficerIn OfficeFemale51Feb 16, 202300000N/A
Niu LiminChairman of the Supervisory BoardIn OfficeMale57May 13, 202400000N/A
Liu JianhuaMember of the Supervisory BoardIn OfficeMale46May 21, 202100000N/A
Yuan YuanMember of the Supervisory BoardIn OfficeMale44May 21, 202100000N/A
Guo ZhiSecretary of the BODIn OfficeMale47Nov 27, 202000000N/A

ADAMA Ltd. Annual Report 2024

NamePositionOffice StatusGenderAgeBeginning date of office termEnding date of office termShares held at the year-begin (share)Amount of shares increased at the Reporting Period (share)Amount of shares decreased at the Reporting Period (share)Other changes increase/ decrease (share)Shares held at the end of the Reporting Period (share)Reasons for the Shareholding Changes
Erik FyrwaldDirectorDemissionMale66April 9, 2020April 16, 202400000N/A
Steve HawkinsPresident & CEODemissionMale59May 1, 2023Oct 1, 202400000N/A
Jiang ChenggangChairman of the Supervisory BoardDemissionMale50Jan 6, 2013May 13, 20246,0000006,000N/A
Total----------6,0000006,000--

ADAMA Ltd. Annual Report 2024

VI. Whether there was any departure of directors and supervisors and dismissal of

senior management during the reporting period

√ Yes □ No

1. Mr. Erik Fyrwald resigned as the director in the Company due to arrangements of Syngenta Group, effective from April16, 2024.

2. Mr. Jiang Chenggang left the position of Chairman of the Board of Supervisors upon the conclusion of his term on May13, 2024.

3. Mr. Steve Hawkins resigned as the President and CEO (legal representative of the Company) due to his appointmentas President of Syngenta Crop Protection, effective from October 1, 2024.

VII. Particulars regarding changes of Directors, Supervisors and Senior Executives

√ Applicable □ Not applicable

NamePositionTypeDateReason
Erik FyrwaldDirectorLeft the positionApr 16, 2024Resignation due to arrangements of Syngenta Group
Liu HongshengDirectorElectedApr 16, 2024--
Jiang ChenggangChairman of the Board of SupervisorsLeft the position upon the conclusion of the termMay 13, 2024--
Niu LiminChairman of the Board of SupervisorsElectedMay 13, 2024--
Steve HawkinsPresident and CEO (legal representative of the Company)Left the positionOctober 1, 2024Resignation due to his appointment as President of Syngenta Crop Protection
Ga?l Ali HiliPresident and CEO (legal representative of the Company)Accepted the positionOctober 1, 2024-
Huang JingshengIndependent DirectorElectedNovember 22, 2024--

2. Resumes of important personnel

Professional background, main working experience and main responsibilities of current directors, supervisors and seniormanagement staffMr. Qin Hengde, serves as the Chairman of the Board of Directors of the Company. He holds a master's degree, senioraccountant, is the Chief Financial Officer of Syngenta Group Co., Ltd., and the Chairman of Zhenda Xianjing (Shanghai)Science and Technology Development Co., Ltd. He joined in work in August 1991 and served as deputy chief accountant

ADAMA Ltd. Annual Report 2024

of Hubei Hongqi Cable Factory, chief accountant of SDIC YuanYi Industry Co.,Ltd., as well as deputy general manager ofinvestment management department of D'Long International Strategic Investment Co.,Ltd. Mr. Qin Hengde joinedSinochem in July 2004 and served as General Manager of Business Development Department, Financial Controller,Deputy General Manager, Executive Deputy General Manager, General Manager and the Party Secretary of SinochemInternational Corporation. He previously served as the Party Secretary and President of Agricultural Division of SinochemCorporation, Vice Chairman of Qinghai Salt Lake Industry Co., Ltd., the Party Secretary and Executive Director of ChinaNational Seed Group Co., Ltd, Party Secretary and President of Syngenta Group China, Chairman and General Managerof Syngenta Group Modern Agricultural Technology Co., Ltd, the Vice President and Chief Human Resources Officer ofSyngenta Group, Party Secretary, General Manager and Executive Director of Sinofert Holdings Limited, and GeneralManager and Executive Director of Sinofert Company Limited, Chairman of Jiangsu Yangnong Chemical Co., Ltd. as wellas the Chairman of Winall Hi-tech Seed Co.,Ltd.

Mr. Liu Hongsheng, serves as a Director of the Company and Special Advisor to ADAMA’s CEO on Operations. He joinedSinochem Group in 2000 and held various positions in the logistics sector of Sinochem International (Holdings) Co., Ltd.,and then took the office of the general manager of the company as well as the chairman of Hesheng Agricultural Group in2016. In 2018, Mr. Liu was promoted to the party secretary and president for the chemical division of Sinochem Group, theparty secretary, director of the board and the general manager of Sinochem International (Holdings) Co., Ltd. In 2022, Hewas appointed as the CPC party secretary and president of Syngenta Group China, the chairman of the board of directorsfor both Sinofert and Jiangsu Yangnong, and he later served as a senior adviser of production and operation of SinochemHoldings. Prior to joining Sinochem, he once served in the Ministry of Foreign Trade and Economic Cooperation of Chinaand the Chinese Embassy in Thailand. Mr. Liu graduated from Peking University with a Bachelor's Degree in Philosophyand later obtained the MBA degree from Shanghai Maritime University.

Mr. An Liru, serves as a Director of the Company. He holds a master degree of chemical engineering and MBA, seniorengineering, senior economist. He used to be the Assistant of General Manager, Vice General Manager, General Manager,Deputy Party Secretary of Jiangsu Anpon Electrochemical Co., Ltd., Chairman of Directors, Party Secretary of JiangsuHuaihe Chemicals Co., Ltd., Executive Director and CEO of Jiangsu Maidao Agrochemical Co., Ltd., the Chairman of theBoard of Directors of the Company, Executive Director of Jiangsu Anpon Electrochemical Co., Ltd., Chairman of Directorsand Party Secretary of China National Agrochemical Co., Ltd., Party Secretary of the Company, the Executive VicePresident of Solutions, as well as Executive Director and General Manager of Adama (China) Investment Co., Ltd. Currently,he serves also as a Director of Solutions, Vice president and QHSE Director of Syngenta Group Modern AgriculturalTechnology Co., Ltd.

Mr. Ge Ming, serves as an independent director of the Company. He holds a master’s degree in western accounting, andhe is a senior accountant, a certified Chinese public accountant as well as an Australian certified public accountant. Hepreviously served as the chairman and chief accountant of Ernst & Young Hua Ming Certified Public Accountants Firm, andas the managing partner, chief accountant and senior advisor of Ernst & Young Hua Ming Certified Public Accountants(special general partnership). Mr. Ge currently serves as an independent director on the boards of AsiaInfo, China TourismGroup Duty Free Corporation Limited, GAC Aion New Energy Automobile Co., Ltd. and Apollobio Corp. He currently alsoserves on the supervisory boards of the Bank of Shanghai as well as Taikang Insurance Group Inc., and serves as theexecutive director and general manager of Beijing Huaming Fulong Accounting Consulting Co., Ltd.

Mr. Yang Guangfu, serves as an independent director of the Company. He holds a title of PhD in pesticide science. He is

ADAMA Ltd. Annual Report 2024

the recipient of National Outstanding Youth Science Fund, and he is also honored as a leading talent in science andtechnology innovation of the “Ten Thousand Talents Plan” of the Organization Department of the Central Commitment ofthe CPC, one of the leading "Shennong Talent" for a major national talent programme proposed by the Central Committeeof the CPC and the State Council, the Innovation Team Leader of the Ministry of Education, the National Model Teacherand one of the National Outstanding Scientific and Technological Professionals, etc. Starting his career life in July 1997,Yang has successively served as lecturer, associate professor and professor in the Institute of Pesticide Chemistry ofCentral China Normal University. He also held positions including dean and professor for the School of Chemistry as wellas the assistant to the President of the University, etc. He is currently a professor, doctoral supervisor, director of theNational Key Laboratory of Green Pesticide (based at the University). Additional academic appointments of Professor Yanginclude Member of the Pesticide Industry Development Guidance Expert Group of the Ministry of Agriculture and RuralDevelopment, Director of the Chinese Chemical Society, Director of the Chinese Plant Protection Society, Deputy Directorof the Agricultural Chemistry Committee of the Chinese Chemical Society, Member of the Chemical Biology Committee ofthe Chinese Chemical Society, Deputy Director of the Pesticide Committee of the Chinese Society of Chemical Engineering,Vice President of the Hubei Plant Protection Society, and so on.

Mr. Huang Jingsheng, serves as an independent director of the Company. He is the founder and CEO of AEX HoldingsLimited (Hong Kong). He was the VP for Asia at the Chicago Climate Exchange (CCX) and the Managing Director forGreater China at the Intercontinental Exchange (ICE). Prior to that, Mr. Huang had more than 10 years of experience incross-border M&A and futures markets in the United States, in the areas of regulated exchanges, futures companies andFinTech software, etc. Mr. Huang graduated from China Foreign Affairs University with a master’s degree in internationaleconomics, and currently also serves as the Executive Director and General Manager of Beijing Qize Energy DataTechnology Co., Ltd.

Mr. Ga?l Ali Hili, French, serves as the President & Chief Executive Officer of both the Company and Adama Solutions,concurrent with his position as Director Adama Solutions. He holds a master’s degree in mechanical engineering fromUniversité de Technologie de Compiègne (France). Mr. Ga?l Ali Hili previously assumed several positions at Syngenta,including Regional Director EAME of Syngenta Seeds, Head of East Europe and Head of Europe Syngenta CP and SeedsFC. Prior to Syngenta, Mr. Ga?l Ali Hili served as Corporate Marketing Director at Dow.

Ms. Efrat Nagar, Israeli, serves as the Chief Financial Officer. She holds master’s degree in business administration (focusin Finance) from Bar Ilan University, Israel and bachelor's degree in Economics and Accounting from Bar Ilan University,Israel. She previously served as Regional CFO of India, Middle East and Africa, Executive Corporate Business Director(serving as the Chief of Staff for ADAMA’s CEO) and VP Finance in ADAMA.

Mr. Niu Limin, serves as the Chairman of the Supervisory Board of the Company and the general manager of ADAMAJingzhou Site. He is a senior engineer. Starting his career life in the 1990s, he once worked for FMC (Zhangjiagang)Specialty Chemicals Co. Ltd. and Chemtura Advanced Materials (Nantong) Co., Ltd., and also held different positions inAxalta Coating Systems (Shanghai) Ltd. and the industrial coating division of Nippon Paint Investment Co., Ltd. beforejoining the Company. Mr. Niu graduated from Jilin Institute of Chemical Technology, majoring in organic chemistry andaccepted the manufacturing management education of Warwick University in the UK.

Mr. Liu Jianhua, Doctor of Engineering, serves as a member of the Supervisory Board of the Company and as the generalmanager of ADAMA Huifeng (Jiangsu) Ltd.. He previously served as the GM Assistant of Hubei Sanonda Co. Ltd., as theCOO of Jiangsu Anpon Electrochemical Co., Ltd., as the member of CPC Committee of China National Agrochemical

ADAMA Ltd. Annual Report 2024

Corporation and as the Non Ag Business Manager of ADAMA China.

Ms. Yuan Yuan, serves as a member of the Supervisory Board of the Company and as PMO head of ADAMA China. Sheobtained a bachelor’s degree of international trade from Zhongnan University of Economics and Law and a master degreeof business administration from University of International Business and Economics. Before joining ADAMA,she servedas Deputy and Executing Director of Commerce Dept. in China National Agrochemical Corporation.

Mr. Guo Zhi, serves as the secretary of the Board of Directors, and the legal head of ADAMA China. Mr. Guo got hisMaster of Laws severally from Peking University and Melbourne University. From 2004 to 2017, he practiced law inCommerce & Finance Law Offices (“C&F”) and had been a partner of C&F for eight years. His practicing area covers IPO,M&A, and Foreign Investment. From March 19, 2018 to November 16, 2020, he was a member of the Supervisory Boardof the Company. From August 2022 to February 2025, he served as the Director of the Discipline Inspection Commissionof the Company. Currently, he also serves as the Director and General Manager of Adama (China) Investment Co., Ltd.

Positions in shareholder units

√ Applicable □ Not applicable

Name of the person holding any post in any shareholder unitName of the shareholder unitPosition in the shareholder unitBeginning date of office termEnding date of office termReceives payment from the shareholder unit?
Qin HengdeSyngenta GroupCFODecember 2023--Yes
Qin HengdeSyngenta GroupDirectorJanuary 2024--No
Liu HongshengSinochem Holdings Corporation Ltd.senior adviser of production and operationJanuary 2024--No
Explanations about Positions in Shareholder UnitsN/A

Positions in other units

√ Applicable □ Not applicable

Name of the person holding any post in any shareholder unitName of other unitPosition in other unitBeginning date of office termEnding date of office termReceives payment from the other unit?
Qin HengdeWinall Hi-tech Seed Co.,Ltd.Chairman of DirectorsJanuary 2019April 2024No
Zhenda Xianjing (Shanghai) Science and Technology Development Co., Ltd.Chairman of DirectorsJanuary 2022--No
Syngenta AGDirectorApril 2024--No
LiuADAMA Huifeng (Jiangsu) Ltd.Chairman ofFebruary 2025-No

ADAMA Ltd. Annual Report 2024

Name of the person holding any post in any shareholder unitName of other unitPosition in other unitBeginning date of office termEnding date of office termReceives payment from the other unit?
HongshengDirectors
An LiruSolutionsDirectorFebruary 2014-No
SolutionsHead of China ClusterSeptember 2017November 2024No
Adama (China) Investment Co., Ltd.General ManagerNovember 2018November 2024Yes
Adama (China) Investment Co., Ltd.Executive DirectorDecember 2022November 2024Yes
Syngenta Group Modern Agricultural Technology Co., Ltd.QHSE Director / Vice PresidentNovember 2024-Yes
Efrat NagarSolutionsEVP, Chief Financial OfficerFebruary 2023-Yes
Adama Makhteshim Ltd.DirectorFebruary 2023-No
Adama Agan Ltd.DirectorFebruary 2023-No
Lycored Ltd.DirectorJanuary 2024-No
Agan Aroma and Fine Chemicals Ltd.DirectorMay 2022-No
Ge MingChina Tourism Group Duty Free Corporation LimitedIndependent DirectorAugust 2022--Yes
AsiaInfoIndependent DirectorDecember 2018--Yes
GAC Aion New Energy Automobile Co., Ltd.Independent DirectorSeptember 2022--Yes
Apollobio Corp.Independent DirectorAugust 2021--Yes
Bank of ShanghaiSupervisorJune 2017--Yes
Taikang Insurance Group Inc.SupervisorFebruary 2023--Yes
Tencent FoundationSupervisorJan 2019December 2024No
Beijing Huaming Fulong Accounting Consulting Co., Ltd.Executive Director and General ManagerDecember 2001--No
Yang GuangfuCentral China Normal UniversityProfessor, Doctoral SupervisorSeptember 2001-Yes
Huang JingshengAEX Holdings LimitedCEOSeptember 2016-Yes
Beijing Qize Energy Data Technology Co., Ltd.Executive Director and General ManagerFebruary 2022-No
Liu JianhuaHubei Sanonda Foreign Trade Co., Ltd.Executive DirectorJune 2021-No
Jiangsu Anpon International Trading Co., Ltd.Executive DirectorApril 2021-No
ADAMA Huifeng (Jiangsu) Ltd.Chairman of DirectorsApril 2024February 2025No
ADAMA Huifeng (Jiangsu) Ltd.General ManagerAugust 2024-No
Guo ZhiADAMA Huifeng (Shanghai) Agricultural Technology Co., Ltd.DirectorJune 2021-No

ADAMA Ltd. Annual Report 2024

Name of the person holding any post in any shareholder unitName of other unitPosition in other unitBeginning date of office termEnding date of office termReceives payment from the other unit?
ADAMA Huifeng (Jiangsu) Ltd.SupervisorJune 2024-No
Adama (China) Investment Co., Ltd.Director and General ManagerFebruary 2025-Yes
Explanations about Positions in Other UnitsN/A

Particulars regarding the Company's current directors, supervisors and senior managers who received punishments, if any,from Securities Regulatory Institution during the recent three years (including the Reporting Period)

□ Applicable √ Not applicable

3.Remuneration of directors, supervisors and senior managementDecision-making procedures, basis for determination and actual payment of the remuneration to directors,supervisors and senior executivesRemuneration of office holders is decided by the authorized organs of the Company according to the Remuneration Policy.In addition, global professional benchmarks, implementations of performance at the Company level, and the actualperformance of the respective person are also taken into account in the resolutions regarding remuneration.Independent directors are entitled to receive annual allowance and would not receive salary by the Company. TheCompany also adopted a remuneration plan of the non-independent directors. A non-independent director who holds amanagement position in the Company and/or any of its subsidiaries, shall receive the remuneration set for such positionand will not be entitled to any additional remuneration for serving as a director; A non-independent director who doesn’thold a management position in the Company or any of its subsidiaries, may receive a monthly remuneration. For details,please see the Announcement of the Resolutions of 25

th

meeting of the 7

thSession of the Board of Directors(Announcement no. 2018-5) and the Announcement of the Resolutions of 21

st meeting of the 8

th

Session of the Board ofDirectors (Announcement no. 2020-7).Internal supervisors, who are full-time employees of the Company (or any of its subsidiaries), will be entitled to receive aremuneration set for their posts and will not be entitled to any additional remuneration for serving as supervisors.External supervisors, who are not employees of the Company (or any of its subsidiaries), will be entitled to receive annualallowance and would not receive salary by the Company.For details, please see the Announcement of the Resolutions of 4

th meeting of the 8

thSession of the Board of Supervisors(Announcement no. 2018-25).Total remuneration of the directors, supervisors and senior management of the Company during the Reporting Period isas follow:

Unit RMB’0000

ADAMA Ltd. Annual Report 2024

NamePositionGenderAgeCurrent/FormerTotal before-tax remuneration gained from the CompanyWhether gained remuneration from the related parties of the Company
Qin HengdeChairman of the BODMale55CurrentYes
Liu HongshengDirectorMale58CurrentNo
An LiruDirectorMale55CurrentYes
Ge MingIndependent DirectorMale73CurrentNo
Yang GuangfuIndependent DirectorMale55CurrentNo
Huang JingshengIndependent DirectorMale61CurrentNo
Ga?l Ali HiliPresident & CEOMale51CurrentNo
Efrat NagarCFOFemale51CurrentNo
Niu LiminChairman of the Supervisory BoardMale57CurrentNo
Liu JianhuaMember of the Supervisory BoardMale46CurrentNo
Yuan YuanMember of the Supervisory BoardFemale44CurrentNo
Guo ZhiSecretary of the BODMale47CurrentNo
Erik FyrwaldDirectorMale66FormerYes
Steve HawkinsPresident & CEOMale59FormerNo
Jiang ChenggangChairman of the Supervisory BoardMale50FormerNo
Total2,124.7

Particulars regarding other information

□ Applicable √ Not applicable

VIII. Performance of Directors of the Board during the Reporting Period

1. Particulars regarding the Board meeting during Reporting Period

SessionConvening dateDisclosure dateResolutions of the Meeting
the 30th Meeting of the 9th Session of the Board of DirectorsMarch 25, 2024March 27, 2024The following resolutions were deliberated and adopted: 1. Proposal on the 2023 Annual Report and its Abstract 2. Proposal on the 2023 Financial Statements 3. Proposal on the Pre-Plan of the 2023 Dividend Distribution 4. Proposal on the Self-Assessment report on the 2023 Internal Control of the Company 5. Proposal on the 2023 Working Report of the Board of Directors 6. Proposal on the 2023 Risk Appraisal Report of Sinochem Finance Co., Ltd. 7. Proposal on the Remuneration of Senior Executives

ADAMA Ltd. Annual Report 2024

SessionConvening dateDisclosure dateResolutions of the Meeting
8. Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 9. Proposal on the Report on Performance Evaluation of Audit Firm in 2023 and the Performance of Supervision Duties by the Audit Committee 10. Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 10. Proposal on Revisions to the Articles of Association of the Company and relevant Rules of Procedures 11. Proposal on Realization of Performance Commitment related to a Controlled Subsidiary 12. Proposal on the Special Opinion on Self-examination of the Independence of Independent Directors After the review of the above proposals, 2023 Working Reports of the Independent Directors were presented to the meeting.
the 31st Meeting of the 9th Session of the Board of DirectorsMarch 26, 2024March 27, 2024The following resolution was deliberated and adopted: 1. Proposal on Calling for the 2023 Annual General Meeting 2. Proposal on Providing Guarantees in favor of the Company’s Wholly-owned Subsidiary 3. Proposal on Bank Loans
the 32nd Meeting of the 9th Session of the Board of DirectorsApril 3, 2024April 8, 2024The following resolution was deliberated and adopted: 1. Proposal on the Nomination of a Non-Independent Director of the 9th Session of the Board of Directors
the 33rd Meeting of the 9th Session of the Board of DirectorsApril 25, 2024April 26, 2024The following resolutions were deliberated and adopted: 1. Proposal on the Q1 2024 Report 2. Proposal on Nomination of Non-Independent Directors to Compose the 10th Session of the BOD 3. Proposal on Nomination of Independent Directors to Compose the 10th Session of the BOD 4. Proposal on Revisions to the Policy for Independent Directors of ADAMA Ltd. 5. Proposal on Revisions to the Implementation Rules of the Audit Committee of the BOD, Implementation Rules for the Nomination Committee of the BOD and Implementation Rules of the Remuneration and Appraisal Committee of the BOD 6. Proposal on Credit Facility from the Related Party 7. Proposal on Calling for the 1st Interim Shareholders Meeting in 2024
the 1st Meeting of the 10th Session of the Board of DirectorsMay 13, 2024May 14, 2024The following resolutions were deliberated and adopted: 1. Proposal on the Election of the Chairman of the 10th Session of the Board of Directors 2. Proposal on the Election of the Members of the Special Committees of the 10th Session of the Board of Directors
the 2nd Meeting of the 10th Session of the Board of DirectorsMay 14, 2024May 15, 2024The following resolutions were deliberated and adopted: 1. Proposal on the Reappointment of Senior Executives of the Company 2. Proposal on the Reappointment of the Securities Affairs Representative 3. Proposal on ADAMA’s 2023 Environmental, Social, and Governance (ESG) Report

ADAMA Ltd. Annual Report 2024

SessionConvening dateDisclosure dateResolutions of the Meeting
the 3rd Meeting of the 10th Session of the Board of DirectorsJune 12, 2024June 13,2024The following resolution was deliberated and adopted: 1. Proposal on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives and the Related-party Transaction 2. Proposal on Calling for the 2nd Interim Shareholders Meeting in 2024
the 4th Meeting of the 10th Session of the Board of DirectorsJuly 16, 2024July 18, 2024The following resolution was deliberated and adopted: 1. Proposal on Change of the Senior Executive of the Company
the 5th Meeting of the 10th Session of the Board of DirectorsAugust 27, 2024August 29, 2024The following resolution was deliberated and adopted: 1. Proposal on the 2024 Semi-Annual Report and its Abstract 2. Proposal on the Risk Appraisal Report of Sinochem Finance Co., Ltd.
the 6th Meeting of the 10th Session of the Board of DirectorsOctober 29, 2024/The following resolution was deliberated and adopted: Proposal on the Q3 2024 Report
the 7th Meeting of the 10th Session of the Board of DirectorsNovember 6, 2024November 7, 2024The following resolution was deliberated and adopted: 1. Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd. 2. Proposal on the Risk Appraisal Report of Sinochem Finance Co., Ltd. 3. Proposal on the Contingency Plan for Deposits at Sinochem Finance Co., Ltd. 4. Proposal to Change the Business Scope, Adjust the Members on the Board of Directors and Amend the Articles of Association of the Company 5. Proposal on Revisions to Rules of Procedures of the Board of Directors 6. Proposal on the Nomination of an Independent Director of the 10th Session of the Board of Directors 7. Proposal on New Credit Facility from the Related Party 8. Proposal on Signing of the Entrusted Management Agreement with Related Parties 9. Proposal on Calling for the 3rd Interim Shareholders Meeting in 2024
the 8th Meeting of the 10th Session of the Board of DirectorsDecember 18, 2024December 19, 2024The following resolution was deliberated and adopted: 1. Proposal on the 2025 Work Plan 2. Proposal on Signing of Supplemental Agreement II to the Entrusted Operation and Management Agreement on Anhui Petro & Chemical 3. Proposal on Providing Guarantees by a Wholly-owned Subsidiary to its Subsidiaries 4. Proposal on Calling for the 1st Interim Shareholders Meeting in 2025
the 9th Meeting of the 10th Session of the Board of DirectorsDecember 30, 2024January 2, 2025The following resolution was deliberated and adopted: 1. Proposal on Amendments to Certain Terms of the Entrusted Management Agreement 2. Proposal on Adjustment of the Members of the Special Committees of the Board and Revisions to Implementation Rules of the Special Committees

ADAMA Ltd. Annual Report 2024

2. Particulars regarding directors’ attendance to board sessions and shareholders’general meetings

Details of directors’ attendance to board sessions and shareholders’ meetings
Name of the DirectorsSessions required to attend during the Reporting PeriodOn-Site AttendanceAttendance by way of communicationEntrusted presence (times)Absence rateNon-attendance in person for two consecutive timesAttendance to shareholder meetings
Qin Hengde1301210No4
Erik Fyrwald30210No1
Liu Hongsheng102800No3
An Liru1331000No4
Ge Ming1311200No4
Yang Guangfu1301300No4
Huang Jingsheng22000No/

Explanation of failure to attend two consecutive board meetings in personNo such cases during the reporting period.

3. Particulars regarding directors’ objections

Whether directors objected to various events

□ Yes √ No

During the Reporting Period, no directors proposed any objection on relevant events of the Company.

4. Other explanations regarding the directors’ duty performance

Whether directors’ advice were adopted

√ Yes □ No

Explanation regarding advices of directors:

According to the Company Law, the Listed Corporate Governance Standards, and "Articles of Association", the directors,in general, during the Reporting Period, focus actively over Company’s operation, and earnestly performs their duties,render professional suggestions to the Company's information disclosure and daily management decision-making, etc.The directors play a proper role in improving the supervision, and safeguard the legitimate rights and interests of theCompany and its shareholders. The directors especially pay attention (and paid attention - during the Reporting Period) tothe Company’s operation state, dynamic state of the industry, public opinion and dynamic state report of the Company.They actively and effectively perform the duties of directors and well maintained overall benefits of the Company and thelegal interests of all shareholders, especially the middle and small shareholders. Their roll is required for positive, normal,stable and healthy development of the Company.

ADAMA Ltd. Annual Report 2024

IX. Performance of the Special Committees under the Board during the Reporting

Period

Name of the CommitteesMember of CommitteesNumber of Meetings HeldConvening DateThemes of MeetingsImportant Comments and Proposals MadeOther Performance of DutiesSpecifics of Objection Matters (if any)
Audit CommitteeGe Ming (Chairperson), An Liru, Yang Guangfu5March 20, 20241. Proposal on the 2023 Financial Report 2. Proposal on the Pre-Plan of the 2023 Dividend Distribution 3. Proposal on the Engagement with an Audit Firm for the Audit of the Financial Statements and Internal Control of the Company for 2024 4. Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2024 5. Proposal on the Self-Assessment Report on the 2023 Internal Control of the Company 6. Proposal on the 2023 Risk Appraisal Report of Sinochem Finance Co., Ltd. 7. Proposal on the Report on Performance Evaluation of Audit Firm in 2023 and the Performance of Supervision Duties by the Audit Committee 8. Proposal on the 2023 Internal Audit Working Report and the 2024 Internal Audit Work Plan 9. Proposal on the 2023 Inspection Report on Major Issues.Approved----
AuditGe MingApril 24,1. Proposal on theApproved----

ADAMA Ltd. Annual Report 2024

Name of the CommitteesMember of CommitteesNumber of Meetings HeldConvening DateThemes of MeetingsImportant Comments and Proposals MadeOther Performance of DutiesSpecifics of Objection Matters (if any)
Committee(Chairperson), An Liru, Yang Guangfu2024Q1 2024 Report 2. Proposal on the Q1 Internal Audit Working Report
Audit CommitteeGe Ming (Chairperson), Qin Hengde, Yang GuangfuMay 14, 20241. Proposal on the Reappointment of Chief Financial Officer of the Company 2. Proposal on the Reappointment of the Head of the Internal Auditing Department of the CompanyApproved----
Audit CommitteeGe Ming (Chairperson), Qin Hengde, Yang GuangfuAugust 22, 20241. Proposal on the 2024 Semi-Annual Report and its Abstract 2. Proposal on the Semi-annual Internal Audit Working Report and the Internal Audit Work Plan for the Second Half of 2024 3. Proposal on the 2024 Semi-annual Inspection Report on Major IssuesApproved----
Audit CommitteeGe Ming (Chairperson), Qin Hengde, Yang GuangfuOctober 27, 20241. Proposal on the Q3 2024 Report 2. Proposal on the Q3 Internal Audit Working ReportApproved----
Remuneration and Appraisal CommitteeYang Guangfu (Chairperson), An Liru, Ge Ming2March 20, 20241. Proposal on the Remuneration of Senior ExecutivesApproved----
July 15,1. Proposal on theApproved----

ADAMA Ltd. Annual Report 2024

Name of the CommitteesMember of CommitteesNumber of Meetings HeldConvening DateThemes of MeetingsImportant Comments and Proposals MadeOther Performance of DutiesSpecifics of Objection Matters (if any)
2024Remuneration of the President and CEO
Nomination CommitteeYang Guangfu (Chairperson), An Liru, Ge Ming5April 3, 20241. Proposal on the Nomination of a Non-Independent Director of the 9th Session of the Board of DirectorsApproved----
April 24, 20241. Proposal on the Nomination of Non-Independent Directors to Compose the 10th Session of the Board of Directors 2. Proposal on the Nomination of Independent Directors to Compose the 10th Session of the Board of DirectorsApproved----
Yang Guangfu (Chairperson), Liu Hongsheng, Ge MingMay 14, 20241. Proposal on the Reappointment of Senior Executives of the CompanyApproved----
July 15, 20241. Proposal on Change of the Senior Executive of the CompanyApproved----
November 5, 20241. Proposal on the Nomination of an Independent Director of the 10th Session of the Board of DirectorsApproved----
Strategy CommitteeQin Hengde (Chairperson), Liu Hongsheng, An Liru, Ge Ming Yang Guangfu0----------

Note: 1. On April 16, 2024, Mr. Liu Hongsheng replaced Mr. Erik Fyrwald as a member of the Strategy Committee.

2. The 1st meeting of the 10th Session of the Board of Directors of the Company resolved on May 13, 2024, that the 10thSession of the Board shall establish three special committees: the Audit Committee, the Nomination Committee and theRemuneration and Appraisal Committee. The Company will no longer establish the Strategy Committee.

3. Mr. Huang Jingsheng assumed the positions of a member of the Company's Audit Committee, the NominationCommittee and the Remuneration and Appraisal Committee on December 30, 2024. He also serves as the chairperson of

ADAMA Ltd. Annual Report 2024

the Nomination Committee.

X. Performance of the Supervisory CommitteeHas the Supervisory Committee, during the Reporting Period, found a risk in the Company within its supervisory activity

□ Yes √ No

The Supervisory Committee had no objection on the supervised events during the Reporting Period.

XI. Particulars regarding Group’s employees

1. Number of employees, professional composition and educational background

The number of on-duty employees in ADAMA Ltd. (person)687
The number of on-duty employees in main subsidiary companies (person)7,132
The total number of on-duty employees of the Group (person)7,819
The total number of employees of the Group who received salaries in the period (person)7,819
The number of retired employees for whom ADAMA Ltd. and main subsidiary companies need to pay retirement expense.3,102
Professional Composition
CategoryNumber
Production personnel4,320
Sales personnel2,004
Technicians562
Financial personnel453
Administrative personnel*480
Total7819
Educational Background
CategoryNumber
Doctor8
Master149
Bachelor723
College707

ADAMA Ltd. Annual Report 2024

Others1,371
Total2,958

Note: The figures under “Educational Background” represent those of the Company and the domestic subsidiaries held byit and do not cover the Group’s 4,861 overseas employees.*Administrative personnel include employees of all the functional departments.

2. Employee’s remuneration policy

The Company's remuneration policy in 2024 is the same as in 2023. It is still a salary structure that integrates post salary,quarterly performance bonus and annual performance bonus.The Company established an online and offline assessment model. Online assessment is carried out by SF system.Individual goals are set at the beginning of the year and are assessed at the end of the year.

3. Employee’s training plan

The Group usually conducts seminars, trainings, exercises and refresh of procedures (including with respect to increasingsafety awareness) to its various employees in its various entities, as needed and/or required under its applicableprocedures.

4. Labor outsourcing

√ Applicable □ Not applicable

Details of ADAMA Ltd. on labor sourcing are as follows.

Total number of hours of service outsourcing (hours)645,828
Total remuneration paid for service outsourcing (RMB)30,479,516

X. Situations for dividend distribution and turning capital reserve into share capitalDividend distribution policies, especially the formulation, execution or theadjustment of the cash dividend policies during the Reporting Period

√ Applicable □ Not applicable

The Company did not revise its dividend distribution policy over the Reporting Period. The 2023 Annual General Meetingwhich was held on April 16, 2024 approved the dividend distribution plan for the year 2023, which was no cash or sharewould be distributed as dividend, and no reserve would be transferred to equity capital.

Special explanation of the cash dividend policy
Whether conformed with the regulations of the Articles of association or the requirements of the resolutions of the shareholders’ meeting:Yes

ADAMA Ltd. Annual Report 2024

Whether the dividend standard and the proportion were definite and clear:Yes
Whether the relevant decision-making process and the system were complete:Yes
Whether the independent director acted dutifully and exerted the proper function:Yes
Specific reasons should be disclosed and next steps to be taken to enhance investors’ returns If the Company has not made cash dividendsThe Company recorded a net loss for the year of 2023. Based on the Company’s operating results of 2023 and according to the Articles of Association of the Company, taking into account the actual operating and leveraging situations, as well as future funding needs, to safeguard the sustainable development and stable operation of the Company while considering the long-term interests of all shareholders, the 2023 Annual General Meeting approved the dividend distribution plan for the year 2023, which was no cash or share would be distributed as dividend, and no reserve would be transferred to equity capital. The Company will continue to uphold the business philosophy of bringing long-term sustainable returns to investors, strictly regulate the management and improve the efficiency of the use of funds, and endeavor to deliver returns to investors with a more active profit distribution plan. On March 12th, the 10th Meeting of the 10th Session of the BOD approved the Valuation Enhancement Plan which was disclosed at www.cninfo.com.cn on March 14th at Announcement No. 2025-13.
Whether the medium and small shareholders had the chances to fully express their suggestions and appeals, of which their legal interest had gained fully protection:Yes
Whether the conditions and the process met the regulations and was transparent of the adjustment or altered of the cash dividend policy:Not Applicable

The Company (including its subsidiaries) made profit in the reporting period and the retained earnings for profit distributionof the common shares held by the shareholders of the Company (without subsidiaries) were positive, but it did not putforward a preplan for cash dividend distribution of the common shares:

□ Applicable √ Not applicable

Situations for dividend distribution and turning capital reserve into share capital for the Reporting Period

□ Applicable √ Not applicable

The Company does not plan to distribute cash or share dividends for the year, and does not plan to transfer capitalreserve to equity capital.XI. Stock incentive plans, ESOPs or other employee incentives

□ Applicable √ Not applicable

To the date of the report, the Company does not have stock incentive plans, ESOP or other staff incentives. It shall benoted, that Adama Solutions currently has several long-term incentive plans according to which it has granted long-termcash rewards to executive officers and employees. These long-term incentive plans are based either on the performanceof the Company's shares (phantom cash incentives) and/or the Company's performance.. Adama Solutions has further

ADAMA Ltd. Annual Report 2024

adopted an incentive plan linked to the increase in the Syngenta Group EBITDA.

XII. System Establishment and Implementation for Internal Control during theReporting Period

1. System Establishment and Implementation

The Group's existing internal control system adapts to the management requirements. It also provides a reasonable basisfor the preparation of true and fair financial statements, and ensures the healthy operation of the Group's various businessactivities, as well as the implementation and compliance of relevant laws and regulations and the Group's own internalrules. With the changes in the external environment and the development of the Group's business, the Company plans totake the following measures to further improve the internal control system:

(1) Further improve the internal control system by strengthening the research and implementation of internal controlmanagement and risk management. Based on the risk assessment result and the needs of the Group, adjust and improvethe relevant business processes in a timely manner to establish effective internal control system which would support thesmooth operations of the Company.

(2) Emphasizing on the importance of the internal control system within the Group. Providing training to managerialpersonnel on the related laws and regulations regarding internal controls. This would enhance the awareness and level ofstandardization of operation, which could further improve the corporate governance structure.

(3) Regularly evaluating key controls in the business processes. Through the rectification of issues identified, themanagement and operational risks would be reduced which could lead to a better operation and compliant environment.

(4) Continuously improving the execution of internal controls. Constructing the internal control systems including internalenvironment, risk assessment, control activities, information and communication, and internal supervision in accordancewith the requirements by the "Basic Standards for Enterprise Internal Control", in order to improve the systematization andeffectiveness of the internal control.

(5) Strengthening the management and control of high-risk areas through effective integration with the internal controlevaluation system to ensure that the Group's major risks are under control. At the same time, the existing internal controlsystem is continuously reviewed and improved along with the optimization of management processes, which is to minimizebusiness risks and ensure the Group's sustainable, stable and healthy development.For details, please refer to the "2024 Annual Internal Control Self-Assessment Report" published by the Company onwww.cninfo.com.cn on March 14, 2025.

2. Details of the Material deficiencies in internal control identified during the reporting period

□ Yes √ No

XIII. Management and Control of the Company’s Subsidiaries during the Reporting

PeriodNote: The Company did not add new subsidiaries during the reporting period.

XIV. Self-assessment Report or Audit Report on Internal Control

1. Self-assessment report on internal control

ADAMA Ltd. Annual Report 2024

Date of disclosure of self-assessment report on internal controlMarch 14, 2025
Reference website of self-assessment report on internal controlwww.cninfo.com.cn
Rate of total Assets of Units within the Assessment Scope Compared to Total Assets in the Consolidated Statements of the Company71.6%
Rate of total Operating Income of Units within the Assessment Scope Compared to Total Operating Income in the Consolidated Statements of the Company69.7%
Criteria of Deficiency
CategoriesInternal control over financial reportingInternal control not related to financial reporting
Qualitative criteriaMaterial Deficiency: Resulting in an adverse opinion or disclaimer of opinion, by the external auditor, on the Company’s financial statements; or resulting in a material correction of the Company’s publicly announced financial statements. Significant Deficiency: Resulting in a qualified opinion, by the external auditor, on the Company’s financial statements; or resulting in an adverse opinion or disclaimer of opinion, by the external auditor, on the Company’s material subsidiaries’ (i.e. Solutions) financial statements; or resulting in a significant correction of the Company’s material subsidiaries’ (i.e. Solutions) publicly announced financial statements. In addition, where no internal control or no relevant compensation control is established or implemented for the accounting treatment for unusual or special transactions. General Deficiency: Resulting in an unqualified opinion, with an explanatory paragraph, by the external auditor, on the Company’s financial statements; or resulting in a qualified opinion, or unqualified opinion with an explanatory paragraph, by the external auditor, on the Company’s subsidiaries’ financial statements.Material Deficiency: 1) Fraud committed in the Company by any of its directors, supervisors and senior management personnel; 2) The Company materially violates material laws and regulations, resulting in a material effect on the Company's business; 3) Material design deficiencies in the Company's relevant management system; 4) The Company materially violates the decision-making process thereby causing a material negative impact on the Company's business (generally related to matters that need to be approved by the shareholders meeting or the board of directors). 5) Material impact to the Company’s reputation. Significant Deficiency: 1) Significant fraud committed by any department head of the Company; 2) Significant fraud committed by a head of any of the Company’s material subsidiaries; 3) The Company violates significant laws and regulations, resulting in significant fines as well as a significant effect on the Company's business; 4) Significant design deficiencies found in the Company's relevant management system; Material design deficiencies are found in the relevant management systems of subsidiaries; 5) The Company violates material decision-making procedures, resulting in a significant effect on the Company's business (generally referred to matters subject to senior management's decision);

ADAMA Ltd. Annual Report 2024

6) Material Subsidiaries violate decision-making process, thereby causing a material negative impact on the Company's business (generally referred to matters that need to be decided by the shareholders’ meeting or the board of directors). 7) Significant impact to the Company’s reputation. General Deficiency: 1) Fraud committed by any other personnel in the Company; 2) Fraud committed by any other personnel in material subsidiaries; 3) The Company materially violates material internal regulations or non-materially violates material laws and regulations, resulting in negative feedback from regulatory authorities; 4) There are other violations of laws and regulations or internal regulations found in material subsidiaries. 5) There are general design deficiencies in the relevant management system of the Company; other design deficiencies exist in the relevant management system of the material subsidiaries; 6) The Company violates the decision-making process, resulting in a negative impact on the Company's business; 7) Material Subsidiaries violate decision-making process, resulting in a negative impact on the Company's business.
Quantitative criteriaMaterial Deficiency: The misstatement in financial report relates to an amount that is greater than or equal to RMB 100 million. Significant Deficiency: The misstatement in financial report relates to an amount that is greater than or equal to RMB 50 million, but less than RMB 100 million. General Deficiency: Resulting in other misstatement related amounts.Material Deficiency: Asset Loss ≥ RMB 150 million Significant Deficiency: RMB 80 million ≤ Asset Loss < 150 million RMB General Deficiency: Asset Loss < 80 million RMB
Number of material deficiencies in internal control over financial reporting0
Number of material deficiencies in internal control not related to0

ADAMA Ltd. Annual Report 2024

financial reporting
Number of significant deficiencies in internal control over financial reporting0
Number of significant deficiencies in internal control not related to financial reporting0

2. Audit report on internal control

√ Applicable □ Not applicable

Audit opinion paragraph in the internal control audit report
Disclosure of internal control audit reportDisclose
Date of disclosure of internal control audit reportMarch 14, 2025
Reference website of internal control audit reportwww.cninfo.com.cn
Type of audit opinion in the internal control audit reportUnqualified opinion.
Is there any material deficiencies in internal control not related to financial reportingNo.

Does the accounting firm issue non-standard audit opinion on internal control?

□ Yes √ No

Is the opinion issued by accounting firm consistent with the opinion in the self-assessment report by the Board?

√ Yes □ No

ADAMA Ltd. Annual Report 2024

XV. Rectification of Problems Identified during the Self-examination Action Dedicatedfor Corporate Governance of Listed Companies

According to the self-inspection results on special actions of corporate governance of listed companies in 2021, theCompany should carry out actions on a long-term basis to continuously enhance corporate governance in the followingaspects:

? Update relevant policies and procedures of corporate governance and internal control according to latest laws,regulations and regulatory requirements and in combination with the actual situation of the Company;? Further strengthen training of the Company's directors, supervisors and senior management of relevant laws and

regulations, and further standardize their work and raise self-discipline awareness;In the year of 2024, the Company carried out the following accordingly:

? As approved at the 7

th meeting of the 10

th Board of Directors on November 6, 2024, and the 3

rdExtraordinary GeneralMeeting of Shareholders on November 22, 2024, the Company revised its Articles of Association and Rules ofProcedure for the Board of Directors. One of the main revisions is that to enhance corporate governance, theCompany adjusted the structure and number of board members, revising the number of board members from 5 tothe range of 5 to 7, among which the number of independent directors increased from 2 to 3.? As approved by the 33

rd

meeting of the 9

thBoard of Directors on April 25, 2024, the Company revised the Policy ofIndependent Directors (later being approved by the 1

st

Extraordinary General Meeting of Shareholders on May 13,2024), Implementation Rules for the Remuneration and Assessment Committee of the Board of Directors,Implementation Rules for the Nomination Committee of the Board of Directors, and Implementation Rules for theAudit Committee of the Board of Directors to reflect the new provisions of the Independent Director ManagementMeasures issued by CSRC in August 2023.? The Company ensures that its directors and supervisors participate in relevant trainings organized by the CSRC'sauthorized agencies and the Stock Exchange, which include annual report training,and thematic trainings on thereform of the independent director system, the new requirements in the Opinions of the State Council onStrengthening Regulation, Preventing Risks and Promoting High-Quality Development of the Capital Market, as wellas corporate governance. As some senior management members are foreigners, the Company translated the trainingmaterial into English so that foreign senior management is timely updated and enhances their understanding of thenew policies in China, facilitating the implementation of relevant requirements in the Company's global business.

ADAMA Ltd. Annual Report 2024

Section V - Environment and Social Responsibilities

I. Major Environmental Protection IssuesIs the Company listed as key polluting entities by environmental protection agencies?

√ Yes □ No

Policies and Sector Standards related to Environmental ProtectionThe Group complies with the following laws, regulations and sector standards related to environmental protection in the process of production and operation:

1. Laws and Regulations

1) Environmental Protection Law of the People's Republic of China;

2) Law of the People's Republic of China on the Prevention and Control of Air Pollution;

3) Law of the People's Republic of China on the Prevention and Control of Water Pollution;

4) Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste;

5) Law of the People's Republic of China on the Prevention and Control of Environmental Noise Pollution;

6) Law of the People's Republic of China on the Prevention and Control of Soil Pollution;

7) Water Law of the People's Republic of China;

8) Cleaner Production Promotion Law of the People's Republic of China;

9) Yangtze River Protection Law of the People's Republic of China;

10) Regulations on the Administration of Pesticides;

11) Regulations on the Administration of Environmental Protection of Construction Projects;

2. Sector Standards

1) Discharge Standard of Pollutants for Urban Sewage Treatment Plant (GB18918-2002);

2) Water Quality Standard for Sewage Discharged into Urban Sewers (GB/T 31962-2015);

3) Emission Standard of Air Pollutants for Pesticide Manufacturing Industry (GB 39727-2020);

4) Standard for Pollution Control of Hazardous Waste Incineration GB18484-2020;

5) Emission Standard of Air Pollutants for Thermal Power Plants (GB 13223-2011);

ADAMA Ltd. Annual Report 2024

6) Emission Standard of Air Pollutants for Pesticide Manufacturing Industry (GB 39727-2020);

7) Standard for fugitive emission control of volatile organic compounds (GB37822-2019);

8) Emission Standard for Volatile Organic Compounds in Chemical Industry (DB 32/3151-2016);

9) Emission Standard for Odor Pollutants (GB 14554-93);

10) Emission Standard for Industrial Enterprises Noise at Boundary GB12348-2008;

11) Standard for Pollution Control of Storage and Landfill of General Industrial Solid Waste GB18599-2020;

12) Standard for Pollution Control of Hazardous Waste Storage GB18597-2023.

Environmental Protection Administrative Permits

1. EIA Approval

During the reporting period, the EIA approvals obtained by the Company and its subsidiaries include:

On 1st November 2024, the Company obtained the approval opinion from Jingzhou Economic and Technological Development Zone of the Municipal Ecological and Environ-mental Bureau on the Environmental Impact Report for “Acephate Wastewater Extraction Optimization Project of ADAMA Ltd.”;On 3rd July 2024, ADAMA Huifeng (Jiangsu) Co., Ltd. obtained the approval from Yancheng Bureau of Ecology and Environment on the Environmental Impact Report for the“Portfolio Adjustment, Production Facility Renovation and Technology Improvement Project for Formulation Processing with Annual Output of 40,000 Tons”. On 22nd July 2024,it obtained the approval from the same municipal bureau on the Environmental Impact Report of the “Wastewater Extraction and Optimization Project for 15,000KL 2,4-DDimethylamine AS”;On 5th November 2024, ADAMA Anpon (Jiangsu) Co., Ltd. obtained the approval from the Sub-bureau of Huai'an Municipal Bureau of Ecology and Environmental Protection atthe Industrial Park on the Environmental Impact Report for the ‘Technical Improvement Project of Ethylene Oxide(EO) Recycling Process for an Ethephon Plant with AnnualCapacity of 13,000 Tons on 100% Dry Basis”.

2. Waste Discharge Permits

The discharge permits of the Company and its subsidiaries, including ADAMA Anpon and ADAMA Huifeng, are all within the validity period for the year.

Sector Discharge/Emission Standards and Pollutant Discharge and Emission during Operational Activities

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
ADAMA Ltd.Waste waterCODContinuous1General Discharge PortThe new site: 18.91mg/LFor the new site: Discharge Standards for Pollutants from Urban Sewage Treatment Plant (GB 18918 – 2002), COD <50mg/L76.822173.2104None
Waste waterAmmonia nitrogenContinuous1General Discharge PortThe new site: 0.51mg/LFor the new site: Discharge Standards for Pollutants from Urban Sewage Treatment Plant (GB 18918 – 2002), ammonia nitrogen<8mg/L;2.08217.321None
Waste waterTotal PhosphorousContinuous1General Discharge PortThe new site: 0.22 mg/L.For the new site: Discharge Standards for Pollutants from Urban Sewage Treatment Plant (GB 18918 – 2002), total phosphorous <0.5mg/L0.9261.722None
Waste gasNOxContinuous4Power plant, Hazardous waste incinerator and RTOPower plant: 29.93 mg/m3 Hazardous waste incinerator: 0 mg/m3 Acephate RTO: 8.37mg/m3 ww RTO: 2.80 mg/m3(1) The power plant complies with the ultra-low limit of the standard range for pollutant emission, which is NOx < 50mg/m3; (2) Hazardous waste incinerator: Table 3 in the "Standards for the Control of Hazardous Waste Incineration28.997200.27None

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
Pollution " (GB18484-2020), which is NOx <300mg/m3; (3) RTO: Table 1 and 2 and specifically the air pollutant emission limits in Table 2 of the "Standards for the Air Pollutant Emission of the Pesticide manufacturing Industry" (GB 39727-2020), which is NOx <200mg/m3;
Waste gasSO2Continuous4Power plant, Hazardous waste incinerator and RTOPower plant: 4.30 mg/m3 Hazardous waste incinerator: 0 mg/m3 Acephate RTO: 3.28 mg/m3 ww RTO: 0.60 mg/m3(1) The power plant complies with the ultra-low limit of the standard range for pollutant emission, which is SO2 < 35 mg/m3; (2) Hazardous waste incinerator: Table 3 in the "Standards for the Control of Hazardous Waste Incineration Pollution " (GB18484-2020), which is SO2 <100mg/m3; (3) RTO: Table 1 and 2 and specifically the air pollutant emission limits in Table 2 of the "Standards for the Air Pollutant Emission of3.851110.48None

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
the Pesticide manufacturing Industry" (GB 39727-2020), which is SO2 <200mg/m3;
Waste gasFume and dustContinuous4Power plant, Hazardous waste incinerator and RTOPower plant: 0.65 mg/m3 Hazardous waste incinerator: 0mg/m3 Acephate RTO: 7.73 mg/m3 ww RTO: 4.23 mg/m3(1) The power plant complies with the ultra-low limit of the standard range for pollutant emission, which is fume and dust < 10 mg/m3; (2) Hazardous waste incinerator: Table 3 in the "Standards for the Control of Hazardous Waste Incineration Pollution " (GB18484-2020), which is fume and dust <30 mg/m3; (3) RTO: Table 1 and 2 and specifically the air pollutant emission limits in the " the Emission Standards for Air Pollutants of the Pesticide Manufacturing Industry" (GB 39727-2020), which is fume and dust < 30 mg/m3;5.87835.126None
Waste gasVOCsContinuous1RTOAcephate RTO: 28.94 mg/m3Table 1 and 2 and specifically, the emission limits of air pollutants in Table 2 of3.9626.221 t/aNone

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
the Emission Standards for Air Pollutants of the Pesticide Manufacturing Industry (GB 39727-2020), which is VOCs <100mg/m3
ADAMA Anpon (Jiangsu) Co., Ltd.Waste waterCODContinuous2General Discharge PortMaidao: 36.704mg/L Discharge Port at the North Plant of Anpon: 20.939mg/LComprehensive Standard on Discharge of Waste Water (GB8978-2002),COD< 500 mg/l; Maidao site: industry park’s waste water discharge agreement, COD<500mg/LAnpon: 24.116 Maidao: 13.478Maidao:197.718 Anpon: 265.69None
Waste waterAmmonia NitrogenContinuous2General Discharge PortMaidao: 1.514mg/L; Discharge Port at the North Plant of Anpon: 2.433mg/LWater Quality Standard for Sewage Discharged into Urban Sewerage (GBT 31962-2015), Ammonia Nitrogen <45 mg/l; Maidao site: industry park’s waste water discharge agreement, Ammonia Nitrogen <35 mg/lAnpon:3.238 Maidao:0.623Maidao: 4.385 Anpon: 28.348None
Waste waterTotal PhosphorousContinuous2General Discharge PortMaidao: 0.728mg/L; Discharge Port at the North Plant of Anpon: 0.26mg/LFor Anpon: Water Quality Standard for Sewage Discharged into Urban Sewerage (GBT 31962-2015), total phosphorous < 8Anpon: 0.28 Maidao: 0.268Maidao: 0.426 Anpon: 20.273None

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
mg/l; For Anpon’s branch Maidao: Agreement on Wastewater Discharge, total phosphorous < 3 mg/l;
Waste gasNOxContinuous1DFTO Incinerator VentMaidao: 35.785mg/m3Emission Standard of Air Pollutants for Pesticide Industry GB 39727-2020 NOx < 200 mg/m30.4584Maidao: 3.986 Anpon: 181.516None
Waste gasSO2Continuous1DFTO Incinerator VentMaidao: 0.115mg/m3Hazardous Waste Incineration Pollution Control standards GB 18484-2020 SO2 < 100 mg/m30.0623Maidao: 1.943 Anpon: 396.902None
Waste gasParticlesContinuous1DFTO Incinerator VentMaidao: 2.478 mg/m3Emission Standard of Air Pollutants for Pesticide Industry GB 39727-2020 Particles<20 mg/m30.0539Maidao: 2.115 Anpon: 67.515None
Waste gasVOCsContinuous169 in Anpon Site and 7 in MaidaoMaidao: 4.37mg/m3; Anpon:5.65mg/m3Standards for the Volatile Organic Compound Emission of the Chemical Industry, DB 32/3151-20160.6088Maidao: 41.712 Anpon: 47.313None
ADAMA Huifeng (Jiangsu) Co., Ltd.Waste waterCODContinuous1General Discharge Port97.15 mg/lStandards of the Industrial Park21.63212247.6378None
Waste waterAmmonia NitrogenContinuous1General Discharge Port3.53 mg/lStandards of the Industrial Park0.7707319.3783None
Waste waterTotal PhosphorousContinuous1General Discharge Port0.45 mg/lStandards of the Industrial Park0.096080.9285None

ADAMA Ltd. Annual Report 2024

Company nameCategory of PollutantsMain pollutants and special pollutantsWay of emissionNo. of emission pointsLayout of emission pointsConcentrationPollution standards appliedTotal amount emitted/ Discharged (ton)Total amount Approved (ton)Exceeding limit
Waste watertotal nitrogenContinuous1General Discharge Port20.15 mg/lStandards of the Industrial Park4.3359146.77204None
Waste gasNOxContinuous6RTO and the Discharge Ports at Various Workshops8.435 mg/m?Jiangsu Comprehensive Standard on Air Pollutants Emission (DB32/4041-2021)4.29937147.7072None
Waste gasSO2Continuous6RTO and the Discharge Ports at Various Workshops3.492 mg/m?Jiangsu Comprehensive Standard on Air Pollutants Emission (DB32/4041-2021)2.28086847.1958None
Waste gasParticlesContinuous6RTO and the Discharge Ports at Various Workshops0.743mg/m?Jiangsu Comprehensive Standard on Air Pollutants Emission (DB32/4041-2021)0.36443922.7146None
Waste gasnon-methane hydrocarbonContinuous9RTO and the Discharge Ports at Various Workshops30.677 mg/m?Jiangsu Comprehensive Standard on Air Pollutants Emission (DB32/4041-2021)12.65342262.92994None

ADAMA Ltd Annual Report 2024

Treatment of Pollutants

(1) Development and Operation of Wastewater Facilities

The Company has a 20,000 tons/ D wastewater treatment station, adopting the process of "two-layer A / O + MBR + ozonesynergistic oxidation + MBBR + calcium removal of phosphorus". The wastewater treatment facilities are running normally.After treatment, the COD, ammonia nitrogen and total phosphorus in the discharged wastewater are within the limit.ADAMA Anpon, the subsidiary of the Company, has a 11,000 tons/ D wastewater treatment station. As all its facilities areoperating well, COD, ammonia nitrogen, and total phosphorous discharged after the treatment are within the limit.ADAMA Hufieng, the subsidiary of the Company has a 5000 tons/D wastewater treatment station. As all its facilities areoperating well, COD, ammonia nitrogen, total nitrogen and total phosphorous discharged after the treatment are within thelimit.

(2) Development and Operation of Waste Gas Facilities

The Company's coal-fired thermal power plant was carried out ultra-low emission transformation. After the transformation,the environmental protection facilities of the power plant operate normally. Sulfur dioxide, nitrogen oxides and dust in fluegas all meet the ultra-low emission standards.The incinerator of hazardous waste of the Company adopts the process of "SNCR + semi dry (quench) deacidification +activated carbon injection + bag dust removal + SCR" for the tail gas. Sulfur dioxide, nitrogen oxides and fume and dust intail gas all meet the standard.The RTO of the Company adopts treatment process of VOCs using "acid washing and absorption + alkali washing andabsorption + three-chamber RTO incineration + quench tower + alkali absorption”. Sulfur dioxide, nitrogen oxide, fume anddust, and VOCs in the tail gas all meet the standard.ADAMA Anpon, the subsidiary of the Company, is equipped with RTO, TO, resin adsorption and other tail gas treatmentfacilities. Under the condition of meeting the emission standard, operation management is strengthened to further reducethe total VOCs emission.ADAMA Huifeng, the subsidiary of the Company, has RTO, alkali washing facilities and acid washing facilities, which arerespectively used to treat process waste gas containing volatile organic compounds, acid washing waste gas and alkaliwashing waste gas. The main emission indicators of waste gas, such as sulfur dioxide, nitrogen oxides, fume and dust,and NMHC in tail gas all meet the standard.ADAMA (Nanjing) Agricultural Technology Co., Ltd,an indirectly owned subsidiary of the Company, is equipped withblowers and vent piping, each of which has scrubber and active carbon filters. VOC and HCl in treated waste gas meet thestandards.

(3) Implementation of the Interim Measures on Environmental Information

The Company and its subsidiaries disclose production and pollution information according to the Interim Measures onEnvironmental Information Disclosure and transfer information of main wastewater and air pollutants to the informationplatform of the local environmental bureaus on a daily basis.

Contingency Plan of Environmental AccidentsThe Company and its relevant subsidiaries have formulated the Contingency Plan for Environmental Emergenciesaccording to their production facilities and industry features, and then submitted files to the local environmental protectionauthorities as record.

Environment self-monitoring planADAMA attributes great importance to protecting the environment, out of a sense of responsibility to society and theenvironment and strives to meet the relevant regulatory requirements and to even go beyond mere compliance, engagingin constant dialogue with stakeholders, including the authorities and the community.

ADAMA Ltd Annual Report 2024

In order to improve the environmental management, track the discharge of various pollutants, evaluate the impact on thesurrounding environment, strengthen the discharge management of pollutants in the production process, accept thesupervision and inspection of environmental authorities and provide reference for pollution prevention and control, thecompany has formulated a self-monitoring plan, which conducts regular tests in strict accordance with the requirements.The major monitored indicators and frequency are as the following:

1. Monitored Indicators

Wastewater: COD, ammonia nitrogen, pH, SS, Petroleum, TP.Air Pollutant: SO

, Nitrogen oxide, Fume and Dust, Non-Methane HydrocarbonNoise: Noise at the Site Border

2. Frequency

Continuous auto monitoring: Fume and dust and NMHC in boiler emission, SO

, NOx, fume and dust of RTO, andwastewater discharged from the centralized point (COD, Ammonia Nitrogen and total phosphorous)Manual sampling: particles from certain air emissions, suspended particles from wastewater and Petroleum once a month.Noise: once a quarter.ADAMA continually examines the implications of the environmental laws, takes actions to prevent or mitigate theenvironmental risks and to reduce the environmental effects that may result from its activities, and invests extensiveresources to fulfill those legal provisions that are, and are anticipated to, affect it. ADAMA’s plants are subject toatmospheric emissions regulations, whether by virtue of the stipulations provided in the business licenses or under theapplicable law. Hazardous materials are stored and utilized in the Company's plants, together with infrastructures andfacilities containing fuels and hazardous materials. ADAMA takes actions to prevent soil and water pollution by thesematerials and treats them, if revealed. ADAMA’s plants conduct various soil surveys, risk surveys and tests with regard totreatment of the soil or ground water at the plants.ADAMA intends to continue investing in environmental protection, to the extent required and beyond this, whether on itsown volition or in compliance with contractual commitments, regulatory or legal standards relating to environmentalprotection, so as to realize its best available policy and comply with any legal requirements.As part of its policy of ecological process improvement, ADAMA also invests in remediation, changes in productionprocesses, establishment of sewage facilities, as well as in byproduct storage and recycling.

ADAMA Ltd Annual Report 2024

Inputs in Environmental Protection and Treatment and Payment of Environmental Tax

Company NameInputs in Environmental Protection and Treatment during 2024 (0,000RMB)Payment of Environmental Tax in 2023 (0,000RMB)
ADAMA Ltd.4199.062234.8677
Adama Anpon (Jiangsu) Ltd.1451.81.8
Adama Huifeng (Jiangsu) Ltd.9023.853.3
Adama (Nanjing) Agricultural Science and Technology Co., Ltd30.3/

Note: Adama (Nanjing) Agricultural Science and Technology Co., Ltd. is not required to pay environmental protection taxbecause it is not a key environmental enterprise.

Measures taken to reduce its carbon emissions during the reporting period and their effects

√ Applicable □ Not applicable

During the reporting period, the Company established the working group on energy conservation and carbon reduction,formulated the indicators of energy conservation and carbon reduction in the future, completed carbon emission verificationand compliance, and carried out a number of energy conservation and emission reduction work, such as reducing thepower consumption of membrane caustic soda production by removing iodine from brine, constructing and operatingphotovoltaic power generation, eliminating backward and high energy-consuming equipment, etc. to reduce energyconsumption and CO

emission.

Administrative punishment for environmental problems during the reporting period

√ Applicable □ Not applicable

Name of the Company or SubsidiariesReasons of PunishmentViolationsPenalty ResultsImpact on the Production and Business of the Listed CompanyRectification Measures
Adama Huifeng (Jiangsu) Ltd.Laboratories were not equipped with exhaust gas treatment facilities.Administrative ViolationFine of 30,600 RMBNoneTreatment facilities newly installed

Other environmental information that should be disclosedNone

Other environmental related informationNone

ADAMA Ltd Annual Report 2024

Occurrence of Environmental AccidentsDuring the reporting period, the Company and its subsidiaries didn’t have material environmental accidents.

II. Social Responsibilities

The Company publicized the 2023 Environmental, Social, and Corporate Governance (ESG) Report on May 15

th, 2024. In2024, the Company remained committed to developing innovative formulations that enhance both farmers' productivity andsustainability, while also advancing sustainable manufacturing practices.Sustainability in Products:

? In 2024 ADAMA launched EDAPTIS

?

, a unique formulation which not only expands the spectrum of efficacy but alsoimproves the effectiveness in combating resistant weed populations. In addition, the product is formulated as an oildispersion using refined rapeseed oil, a renewable resource, thus eliminating use of hydrocarbons found in conven-tional oil dispersion formulations.? Feralla

?

a novel molluscicide active ingredient, achieved a key milestone with EFSA’s positive assessment towardsEU approval. Its unique and patented formulation, powered by ADAMA’s Desidro

? Technology, enhances pest palata-bility, while its low active ingredient concentration supports farmers in achieving their sustainability goals.? ADAMA continued to grow the market presence of Sesgama? based products. Sesgama? is ADAMA's proprietaryformulation technology platform addressing high-load and otherwise challenging formulations enabling less use of co-formulants, transport and packaging materials per acre treated with a resulting improved product sustainability profile.? During 2024, ADAMA continued to register and launch products based on its proprietary Asorbital

?

formulation tech-nology platform, that improves the leaf penetration and systemic movement of the Active Ingredient in the plant. Thistechnology provides greater efficacy and sustainability and can be used to reduce application rates.Sustainability in manufacturing:

? Opening of the new energy-efficient chlor-alkali production facility – The advanced technology utilized in thefacility allows ADAMA Makhteshim to produce chlorine up to 40% more efficiently, reducing energy consumption andensuring a safer, more sustainable process. The chloralkali plant utilizes cutting-edge membrane cell technology, re-placing the company's mercury-based system. This transition not only eliminates the risks associated with mercury, butalso significantly improves energy efficiency .? Installment of Regenerative Thermal Oxidizer (RTO) – In 2024, an RTO system was installed in ADAMA Agan’s

wastewater treatment plant to effectively manage odor and pollutant emissions. This initiative aims to enhance airquality for both site employees and neighboring communities. The system is scheduled to become operational in thesecond quarter of 2025.The Company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shenzhen StockExchange: No. 3 - Disclosure of Industry Information”, specifically for the chemical sector.The Company’s safety performance has been maintained at a sound level with no material casualty occurred during thereporting period.The Company and each of its production subsidiaries have established a full production safety responsibility system inaccordance with the requirements of the Work Safety Law, based on the structure and functions of each department andvarious subsidiary. A safety management grid was constructed with sufficient full-time production safety personnel assigned.With production safety rules and regulations formulated, the Company has guaranteed investment in production safetyfunds, materials, technology and personnel and continuously improved production safety conditions through inherent safeprocesses.

ADAMA Ltd Annual Report 2024

To strengthen risk prevention and control, it has also built a dual prevention mechanism for safety risk classification andhidden risk detection and treatment. And smart HSE application systems were configured for major hazardous sourcemonitoring, personnel positioning, five-in-one management, electronic work permits and on-site inspection so as to improvethe quality of safety production and ensure the sound performance.The Company and its manufacturing subsidiaries have all passed the safety standardization audit for enterprises(hazardous chemicals). It integrates the safety standardization with SinoChem’s “FORUS” system and continuouslypromotes and effectively operates in all production subsidiaries..In terms of production processes, chemicals of less hazards replaced more hazardous ones, continuous reactions replacedthe batch-based ones, and the principle of safety fundamentals were given priority by buying intermediates directly insteadof operating some high-risk reactions, adopting vacuum feeding machine (PTS) and automatic feeding silo instead ofmanual operation, etc, which all displays an effective and efficient practice of prioritizing inherent safe. In terms of hardware,the company continuously improves and perfects the application of automation and implements a number of safetyinitiatives while being equipped with automatic control, alarms, interlocks, safety instrumentation systems, emergencypressure relief and other safety devices and instruments, which provide multiple protections for safe production.In terms of management system, the Company organically integrates and effectively implements the production safetystandardization system, occupational health and safety management system, process safety management system,SinoChem FORUS system, etc., so that its safety management level has achieved remarkable progress.In terms of safe production education and training, the Company has formulated a comprehensive annual training plan. Atraining network with clear focus and resources from both internal and external was formed up to cover the entire work-force. It has invested sufficient funds and manpower to continuously improve the production safety capacity of the entireworkforce.During the reporting period, the Company's production sites received more than 300 inspections from government of var-ious levels as well as upper-level companies, and rectification plans were formulated according to the inspection resultsand completed in accordance with the principle of “Five Prohibitions”.

III. Enhancement of the results of poverty alleviation and rural revitalization

According to the arrangements of the Huai'an Rural Revitalization Work Team, the designated supporting site of theCompany's subsidiary ADAMA Anpon has been adjusted to Yuanzhuang Village, Caoyun Town, Huai'an District. After jointdiscussions with the village committee, it was decided to continue strengthening public space governance in 2024. In thefirst half of the year, they helped to dredge the river, clean up garbage, and maintain a clean environment of rural roadsand the public space in the village. In the second half of the year, they helped to repair the village road lights, paved thefield roads in the village, and renewed the sanitation facilities in the village. In 2024, ADAMA Anpon allocated 100,000 RMBto assistance funds.In June 2024, after the summer maize was sown in Dezhou, Shandong Province, the local area faced a drought with littlerainfall for more than 20 days. Coupled with consecutive rainfall and strong winds in the later period, the maize rootsbecame fragile, resulting in severe lodging. The ADAMA commercial team took prompt actions, delivering agriculturalsupport supplies to the farmers in Youyi Village, Deping Town, Linyi County and Qiandang Village, Zhaijia Town, DezhouCity, Shandong Province. They also supported local maize farmers in scientific field management, helping farmers solveproblems and facilitating post - disaster resumption of production. In September, the super typhoon "Yagi" made a stronglandfall in Xuwen, Zhanjiang. The ADAMA commercial team visited various towns to assist farmers in resuming production.The Guangdong sales team, in collaboration with the Bureau of Agriculture and Rural Affairs of Xuwen County and the

ADAMA Ltd Annual Report 2024

Jufeng Agricultural Materials Bureau of Xuwen County, promptly delivered the agricultural support supplies to the YishenVillage Committee of Nanshan Town, the Xiguo Village Committee of Chengbei Township, and the Beishui VillageCommittee of Chengbei Township in Xuwen County. At the same time, they provided technical guidance for farmers toresume production, fulfilling their social responsibilities.

ADAMA Ltd Annual Report 2024

Section VI - Significant EventsI. Performance of commitments

1. Commitments completed by the Company, the shareholders, the actual controllers, the purchasers, or the other related parties during the ReportingPeriod and those hadn’t been completed execution up to the period-end

√ Applicable □ Not applicable

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
Commitment on share reform------
Commitment in the acquisition report or the report on equity changesChemChinaCommitments on the horizontal competition1. The business of ChemChina’s subsidiaries - Jiangsu Anpon Electrochemical Co., Ltd., Anhui Petroleum Chemical Group Co., Ltd., Shangdong Dacheng Agrochemical Co., Ltd., Jiamusi Heilong Agrochemicals Co., Ltd., and Hunan Haohua Chemical Co., Ltd. and its subsidiary are the same or similar business as the main business of ADAMA. As for horizontal domestic competition, ChemChina committed to gradually eliminate such kind of horizontal competition in the future and to fight for the internal assets reconstruction, to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users according to the securities laws and regulations and industry policy within 7 years, thus toSeptember 7, 2013Regarding commitment 1, September 6, 2020 (According to the commitments made by ChemChina on October 12, 2016, the date to eliminate the domestic horizontal competition between theRegarding Commitment 1, completed. The committed party complies with the commitments:(1) ChemChina had transferred its shares in Anpon to ADAMA; (2) ChemChina had transferred its shares in Jiamusi Heilong to a third party, such that. Jiangmusi Heilong is no longer a subsidiary of

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
eliminate the current domestic horizontal competition between ChemChina’s controlled subsidiaries and ADAMA. 2. Other than the existing and potential horizontal competition stated in the acquisition report, ChemChina will take effective measures to avoid engagements by itself and its controlled subsidiaries in new business that is in the same or similar business to ADAMA, within the territory in future. 3. If ChemChina or its controlled subsidiaries domestically conduct related business which form horizontal competition with ADAMA, in the future, ChemChina will actively take steps, to gradually eliminate the competition, the concrete measures including but not limited to internal assets reorganization, (including putting the business into ADAMA or operated through ADAMA) to adjust the industrial plan and business structure, to modify technology and to upgrade products, to segment the market so as to distinguish each corporation in terms of products and its end users, thus to avoid and eliminate domestic horizontal competition between ChemChina’s controlled subsidiaries and ADAMA.Company and Jiangsu Anpon Electrochemical Co., Ltd., Anhui Petroleum Chemical Group Co., Ltd., and Jiamusi Heilong Agrochemicals Co., Ltd., is January 4, 2022). Regarding commitments 2 and 3, long term.ChemChina; (3) Shangdong Dacheng is not a subsidiary of CNAC and doesn’t carry out agrochemical business; (4) ChemChina is not the actual controller of Haohua; (5) CNAC, the wholly-owned subsidiary of ChemChina, signed an Entrusted Operation and Management Agreement, a Supplemental Agreement as well as a Supplemental Agreement II with the Company, and entrusted the operation and management of Anhui Petrochemical Co., Ltd.to the Company. Regarding commitments 2 and

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
3, On-going. The committed party complies with the commitments.
ChemChinaCommitments on the independence of ADAMA and related- party transactionsChemChina will comply with laws, regulations and other regulatory documents to avoid and reduce related-party transactions with ADAMA. However, for related-party transactions that are inevitable or based on reasonable grounds, ChemChina will follow the market principles of just, fairness and openness, and enter into agreement(s) legally and go through lawful procedures. ChemChina will honor its disclosure obligations and apply for relevant approvals according to the AoA of ADAMA, rules regarding related-party transactions and relevant regulations, not impairing the lawful rights and interest of ADAMA and its shareholders by related-party transactions. After completion of the acquisition transaction, ADAMA will continue to keep complete procurement, production and sales systems and to possess independent intellectual properties. ChemChina and its affiliated parties will be completely independent from ADAMA in terms of staff, assets, finance, business and organization. ADAMA will have full capacity of operation in Chinese agricultural chemical market. ChemChina will continue to follow the Company Law and Securities Law so as to avoid any action that may impair the operating independence of ADAMA.September 7, 2013 and January 7, 2020Long termOn-going. The committed party complies with the commitments.
ChemChinaCommitments on horizontalChemChina will keep taking appropriate measures to resolve the same issue between ADAMA and AnhuiJanuary 7, 2020January 4, 2022Completed. The committed party

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
competitionPetrochemical Co., Ltd. within four years after ADAMA buys 100% shares of ADAMA Solutions through the issuance of shares to CNAC and finishes the raising of supporting finance in accordance with the original commitments as well as various the requirements of securities laws and regulations and industry policies.complies with the commitments. CNAC, the wholly-owned subsidiary of ChemChina, signed an Entrusted Operation and Management Agreement, a Supplemental Agreement as well as a Supplemental Agreement II with the Company, and entrusted the operation and management of Anhui Petrochemical Co., Ltd. to the Company. Note: On January 4, 2018, ADAMA completed the purchase of the shares of ADAMA Agricultural Solutions Ltd. and the raising of supporting finance.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
Based on a preliminary review, ChemChina believes that Syngenta A.G. and ADAMA may have horizontal competition to some extent. It will further analyze, confirm and specify if the two companies share the same or similar businesses and products in terms of business content, suppliers and customers, product substitution, processes and core technologies and distribution channels, etc. If the result will be positive, ChemChina will gradually solve the issue within 5 years after the issuance of this Letter by taking appropriate measures, including but not limited to internal asset restructuring, industrial planning and business structure adjustment, technology transformation and product upgrading, market segmentation or other feasible solutions in accordance with the requirements of securities laws and regulations and industry policies.January 7, 2020January 7, 2025The commitment party fulfilled and complied with the commitments by way of entrusted management (Note 1):Syngenta AG (SAG) entered into a Entrusted Management Agreement with the Company, whereby SAG has entrusted the Company with the right and responsibility of managing the entrusted business of overlapping products between the Company and SAG.
Once Sinofert and Sinochem Agriculture are the subsidiaries of ChemChina, ChemChina will analyze if there are same or similar businesses among the three subsidiaries. If the result will be positive, ChemChina will then propose corresponding solutions for any business or product that constitutes competition in accordance with the requirements of applicable laws, regulations and regulations to solve the issue of horizontal competition.January 7, 2020Long termAs of now, the two companies do not constitute horizontal competition with the Company. The committed party complies with the commitments.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
Other than the foregoing, none of the main business of ChemChina and other controlled subsidiaries is the same or similar to that of ADAMA.January 7, 2020Long termOn-going. The committed party complies with the commitments.
ChemChina will continue to take effective measures to prevent itself and its other subsidiaries from adding new businesses in the future that are the same as or similar to those of ADAMA. If ChemChina or any of its other subsidiaries develops related businesses that constitutes horizontal competition against the domestic business of ADAMA in the future, it will actively take relevant measures, including but not limited to asset restructuring, adjustment of industrial planning and business structure, technological transformation and Product upgrades, market segmentation and other feasible solutions, so that each enterprise will be different in their portfolio and end users and avoid and eliminate the horizontal competition with ADAMA.January 7, 2020Long termOn-going. The committed party complies with the commitments.
From the effective date of the Commitment Letter, if ChemChina violates the above commitments, it should compensate ADAMA for the losses or expenses suffered or incurred by the violation.January 7, 2020Long term effectiveOn-going. The committed party complies with the commitments.
Sinochem HoldingsCommitment to maintain the independence of ADAMAThis acquisition will not materially adversely affect the independence of ADAMA in terms of staff, assets, finance, business and organization. After completion of the acquisition transaction,September 16, 2021continue to be effective during the period that SinochemOn-going. The committed party complies with the commitments.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
ADAMA will continue to keep complete procurement, production and sales systems and to possess independent intellectual properties. Sinochem Holdings and its affiliated parties will strictly abide by the relevant provisions on the independence of listed companies in relevant laws, regulations and normative documents and be completely independent from ADAMA in terms of staff, assets, finance, business and organization, so as to ensure ADAMA will have full capacity of operation in Chinese agricultural chemical market. Sinochem Holdings will follow related regulations in Company Law and Securities Law, and avoid engagement in any action that impairs the operating independence of ADAMA.Holdings controls ADAMA
Sinochem HoldingsCommitments on the horizontal competitionWith regard to the present or future possible competition between the subsidiaries of ChemChina and ADAMA, Sinochem Holdings will earnestly urge ChemChina to fulfill its commitments to ADAMA to avoid horizontal competition.September 16, 2021continue to be effective during the period that Sinochem Holdings controls ADAMAOn-going. The committed party complies with the commitments.
As for the horizontal competition between Sinochem Holdings’ subsidiaries and ADAMA arising from this equity transfer, Sinochem Holdings will, according to the requirements of relevant securities regulatory authorities, within five years from the effective date of this letter of commitment, comprehensively use entrusted management, asset reorganization, equity replacement/transfer, business merger/adjustment or other legal means to steadily promote the integration of related assets or businesses that meet theSeptember 16, 2021September 16, 2026On-going. The committed party complies with the commitments.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
requirements of injection into ADAMA in line with the principle of benefiting the development of ADAMA and safeguarding shareholders' interests, especially those of minority shareholders.
Sinochem Holdings will strictly abide by the relevant laws, regulations and normative documents, AOA and other internal management system of ADAMA, exercise the rights of shareholders according to the law through the equity relationship, in line with the principle of state ownership and hierarchical management of state-owned assets, properly handle matters involving ADAMA's interests, and shall not use the control position to seek improper interests or transfer interests.September 16, 2021continue to be effective during the period that Sinochem Holdings controls ADAMAOn-going. The committed party complies with the commitments.
Sinochem HoldingsCommitment to standardize related-party transactionsSinochem Holdings and its controlled subsidiaries will, as required by law, regulation and other specifications, avoid and reduce related party transactions with ADAMA; however, for the related party transactions that are inevitable or based on reasonable grounds, Sinochem Holdings and its controlled subsidiaries will strictly abide by the relevant laws, regulations and normative documents and relevant systems of ADAMA, legally enter into agreement(s) by law, go through lawful procedures, ensure fair pricing and perform its disclosure obligations. Sinochem Holdings and its controlled subsidiaries warrant that no related party transaction will be done to impair lawful rights and interest of ADAMA and its shareholders.September 16, 2021continue to be effective during the period that Sinochem Holdings controls ADAMAOn-going. The committed party complies with the commitments.
CommitmentsChemChinaCommitmentsThe subsidiaries controlled by ChemChina, namelyOctober 12, 2016January 4,The commitments

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
made at the time of assets reorganizationon the horizontal competitionAnpon, HH, Maidao, Anhui Petrochemical and Heilong as well as their subsidiaries are in similar or the same business as ADAMA. For the horizontal competition in China, ChemChina commits to take appropriate actions to solve the horizontal competition between its subsidiaries and ADAMA step-by-step in an appropriate way within 4 years after completion of the reorganization, in accordance with securities laws, regulations and sector/industrial policies. The means by which ChemChina addresses the horizontal competition include but are not limited to the following, ADAMA acquires crop protection-related assets under ChemChina. ADAMA holds or controls other crop protection-related assets of ChemChina in line with national laws and by reasonable commercial means such as entrusted operation. ChemChina divests other crop protection-related assets or transfers the control power of such subsidiaries to external parties. ChemChina reorganizes internal assets, adjusts sector planning and business structure, upgrades technologies and products and makes market segmentation so that each company will differentiate its products and end users to eliminate horizontal competition between the subsidiaries controlled by ChemChina and ADAMA.2022listed in the left column have been completed. The committed party complies with the commitments: (1) the reorganization, i.e. the issuance of shares to CNAC for purchasing assets and implementation of private placement, completed on January 4, 2018; (2) Anpon merged with Maidao and ChemChina’s shares in Anpon had been transferred to ADAMA; (3) ChemChina had transferred its shares in Heilong to a third party. Heilong is no longer a subsidiary of ChemChina; (4) HH withdrew from the agrochemical business;(5) CNAC, the wholly-owned subsidiary of

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
ChemChina, signed an Entrusted Operation and Management Agreement, a Supplemental Agreement as well as a Supplemental Agreement II with the Company, and entrusted the operation and management of Anhui Petrochemical Co., Ltd. to the Company.
ChemChinaCommitments on Potential Horizontal CompetitionChemChina will take effective actions to avoid that it or its controlled subsidiaries will add new business in China same or similar to ADAMA. If ChemChina or its controlled subsidiaries will in the future be engaged in business in China that constitutes horizontal competition with ADAMA, ChemChina will take active actions, including but not limited to reorganizing internal assets, adjusting sector planning and business structure, upgrading technologies and products and making market segmentation so that each company will differentiate its products and end users to avoid and eliminate horizontal competition between the subsidiaries controlled by ChemChina and ADAMA.October 12, 2016Long termOn-going. The committed party complies with the commitments.
ChemChinaCommitment toChemChina will, as required by law, regulation andAugust 4, 2016Long termOn-going.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
reduce and standardize related-party transactionsother specifications, avoid and reduce related party transactions with ADAMA; however, for the related party transactions that are inevitable or based on reasonable grounds, ChemChina will follow the just, fairness and open principles in market, legally enter into agreement(s) by law, go through lawful procedures, and perform its disclosure obligations and approving procedures as required by related systems and regulations. ChemChina warrants that no related party transaction will be done to impair lawful rights and interest of ADAMA and its shareholders.The committed party complies with the commitments.
ChemChinaCommitment to maintain independence of the ADAMAAfter completion of the acquisition transaction, ADAMA will continue to keep complete procurement, production and sales systems and to possess independent intellectual properties, and ChemChina and its affiliated parties will be completely independent from ADAMA in terms of staff, assets, finance, business and organization, and ADAMA will have full capacity of operation in Chinese agricultural chemical market. ChemChina will follow related regulations in Company Law and Securities Law, and avoid engagement in any action that impairs the operating independence of ADAMA.August 4, 2016Long termOn-going. The committed party complies with the commitments.
Commitments made at IPO or refinancing------------
Share incentive commitments------------

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
Other commitments to the company's minority shareholdersSyngenta GroupCommitments on Horizontal CompetitionI. Companies that are controlled by Syngenta Group and have horizontal competition with ADAMA After reviewing, as of the date of issuance of the commitment letter, there is a small amount of overlap in the field of off-patent crop protection products between SAG, a subsidiary of Syngenta Group, and the Company, and a small amount of overlap in the field of active ingredients and formulation products between Yangnong Chemical Co., Ltd. (hereinafter referred to as "YN Chemical") and the Company. In both cases, such small overlap is not causing a negative impact on any of the subject companies. Except for the aforementioned scenarios, the major business of Syngenta Group and other companies controlled by Syngenta Group does not operate the same or similar business with the Company. II. Commitment and timetable to address the horizontal competitions mentioned above In accordance with and in compliance with the applicable laws, regulations and relevant regulatory requirements then in effectiveness, Syngenta Group will adopt appropriate measures to gradually solve the horizontal competitions among SAG, YN Chemical and the Company within 5 years after the issuance of Supplemental Commitment Letter of China National Chemical Corporation on Avoiding Horizontal Competition with ADAMA by ChemChina on January 7, 2020. The aforementioned solutions include but not limited to:November 1, 2021January 7, 2025The commitment party fulfilled and complied with the commitments by way of entrusted management (Note 1):1. SAG entered into a Entrusted Management Agreement with the Company, whereby SAG has entrusted the Company with the right and responsibility of managing the entrusted business of overlapping products between the Company and SAG. 2. YN Chemical entered into a Entrusted Management Agreement with the Company, in respect of the overlapping products between the Company and YN Chemical, YN Chemical entrusts

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
(1) Asset restructuring: adopt different methods permitted by relevant laws, regulations and regulatory policies such as cash or issuance of shares to purchase assets, asset replacement, asset transfer or other feasible restructuring methods. Assets are sorted out and reorganized to eliminate the overlap of relevant businesses; (2) Adjust industry planning and business structure: sort out business boundaries, realize business differentiation through asset transactions, business divisions and other different methods, including but not limited to business composition, product grades, application areas, and customer groups. Syngenta Group will try its best to achieve differentiated business operations; (3) Technological transformation and product upgrade: achieve product differentiation through appropriate technological transformation and product upgrade, and Syngenta Group will try its best to achieve differentiated operations; (4) Market segmentation: signing agreements while taking into consideration of the business and other factors to appropriately divide the market; (5) Entrusted management: by signing an entrustment agreement, one party will delegate the decision-making and management involved in the operation of the overlapped assets to the other party for unified management;the Company with the right and responsibility of managing the entrusted business of some overlapping products; in return, the Company entrusts YN Chemical with the right and responsibility of managing the entrusted business of the rest of overlapping products.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
(6) Establish a joint venture company: jointly establish a company in an appropriate way; (7) Other feasible solutions within the scope permitted by relevant laws, regulations and regulatory policies. The implementation of the above-mentioned resolution is based on the implementation of the necessary review procedures for listed companies, the approval procedures of the securities regulatory authority and relevant authorities (including but not limited to the antitrust review that may be applicable) in accordance with relevant laws and regulations, and the information disclosure obligations should be fulfilled according to relevant laws and regulations.
III. Syngenta Group’s commitment to potential horizontal competition with the Company in the future Syngenta Group will continue to take effective measures to prevent itself and its controlled companies from having new businesses that are the same or similar to the Company’s domestic business in the future. If Syngenta Group or a company controlled by Syngenta Group develops related businesses that constitute horizontal competition with the Company’s domestic business in the future, Syngenta Group will actively take relevant measures, including but not limited to asset restructuring, adjustment of industry planning and business structure, technological transformation and product upgrades, market segmentation or other feasible solutions to differentiate between products and endNovember 1, 2021continue to be valid during the period when Syngenta Group is the controlling shareholder of the CompanyOn-going. The committed party complies with the commitments.

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
users of each company, so as to avoid and eliminate horizontal competition between Syngenta Group or the company controlled by the Syngenta Group and the Company. If Syngenta Group breaches the above undertakings, it will bear the corresponding legal liabilities in accordance with the relevant laws and regulations, including the Guidelines for the Supervision of Listed Companies No. 4 - Undertakings and Performance by Actual Controllers, Shareholders, Related Parties, Purchasers of Listed Companies and Listed Companies. The letter of commitment will take effect on the date of signing and will continue to be valid during the period when Syngenta Group is the controlling shareholder of the Company.
Other commitments------------
Whether the commitments are fulfilled on timeYes, please see “Fulfillment” in this table for details.
If the commitment is overdue, the specific reasons for not completing the performance--

ADAMA Ltd Annual Report 2024

CommitmentCommitment makerCommitment typeContentsTime of making commitmentPeriod of commitmentFulfillment
and the next work plan should be explained in detail.

Note 1: On November 6, 2024, the Company held the 7th meeting of the 10

thsession of the Board of Directors to review the ‘Proposal on Signing of the Entrusted ManagementAgreement with Related Parties’ and disclosed the ‘Announcement on the Signing of the Entrusted Management Agreement with Related Parties’ (No. 2024-55). On November22, 2024, the Company held the 3rd interim shareholders meeting in 2024 to review and approve the ‘Proposal on Signing of the Entrusted Management Agreement with RelatedParties’, Syngenta Group, as a related party of the Company, abstained from voting. On December 30, 2024, the Company held the 9th meeting of the 10th session of the Boardof Directors to consider the ‘Proposal on Amendments to Certain Terms of the Entrusted Management Agreement’.The original entrusted management measure and its adjustment are concrete measures taken by ChemChina and Syngenta Group to fulfil its undertakings on the resolution ofthe horizontal competition. ChemChina and Syngenta Group, in accordance with the ways as set forth in the undertakings and through the aforementioned arrangement, conferredthe management right of the Entrusted Business related to the Overlapping Products between the Company and SAG to the Company, and conferred the management right ofthe Entrusted Business related to the Overlapping Products between the Company and YN Chemical to the Company or YN Chemical respectively, to fulfill the undertakingsmade to the capital market and to protect the long-term interests of the Company.ChemChina and Syngenta Group have taken measures to effectively avoid conflicts of interest arising from horizontal competition, and the interests of small and mediumshareholders of the Company can be effectively protected. The Company will conscientiously implement the agreement and urge the counterparty to conscientiously implementthe agreement, and safeguard the legitimate rights and interests of the Company and all shareholders.

ADAMA Ltd Annual Report 2024

2. Assets or projects with profit forecast, still relevant for forecast period

□Applicable √Not applicable

II. Inadequate use of Company’s capital by the controlling shareholder or by its

related parties for non-operating purposes

□ Applicable √ Not applicable

No such situation occurred during the Reporting Period.

III. Non-compliance with external guarantees

□ Applicable √ Not applicable

No such cases during the reporting period.

IV. Explanation by the board of directors on the latest "non-standard audit report"

□ Applicable √ Not applicable

V. Explanation by the Board of Directors, the Supervisory Board and independent

directors (if any) regarding “non-standard audit report” issued by Company’sauditor for the Reporting Period

□ Applicable √ Not applicable

VI. Changes in accounting standards, accounting estimates or corrections of

significant accounting errors compared to last financial report

√ Applicable □ Not applicable

On 25 October 2023, the Ministry of Finance issued "Accounting Standards for Business Enterprises Interpretation No. 17”(hereinafter referred to as “Interpretation No. 17”). The Interpretation No.17 provided clarifications and guidance on thefollowing accounting treatments which were affective from 1 January 2024:

(1) Classification of liabilities as current or noncurrent;

(2) Lease Liability in a Sale and Leaseback; and

(3) Disclosure on suppliers financing arrangements.

The "Accounting Standards for Business Enterprises Interpretation No. 18” (hereinafter referred to as “Interpretation No.18”) issued by the Ministry of Finance clarified the accounting treatments for warranties that do not constitute a separateperformance obligation, which were effective from 6 December 2024.The application of the above clarifications in the current year had no material impact on the consolidated financialstatements.

ADAMA Ltd Annual Report 2024

VII. Change of the consolidation scope as compared with the financial reporting of

last year

□Applicable √ Not applicable

VIII. Engagement of Company’s AuditorAuditor engaged at present

Name of domestic AuditorDeloitte Touche Tohmatsu Certified Public Accountants LLP
Remuneration for domestic Auditor for the Reporting Period (RMB Ten Thousand Yuan)315
Consecutive years of the audit services provided by domestic Auditor8
Name of domestic accountantsJi Yuting and Zhao Jingyuan
Consecutive years of the audit services provided by the domestic accountants5
Name of overseas AuditorNot applicable
Remuneration for overseas Auditor for the Reporting Period (RMB Ten Thousand Yuan)--
Consecutive years of the audit services provided by overseas Auditor--
Name of overseas accountants--
Consecutive years of the audit services provided by the overseas accountants--

Change of the Auditor at Reporting Period

□ Yes √ No

Engagement of the Auditor for internal control, financial adviser or sponsor

√ Applicable □ Not applicable

In the Reporting Period, the Company continued to engage Deloitte Touche Tohmatsu Certified Public Accountants LLP asthe auditor of the Company for 2024 annual financial reports and 2024 annual internal control of the Company. Totalremuneration for the Auditor was RMB 3.15 million.

IX. Trading termination of Company’s securities that the Company will face after the

disclosure of this annual report

□ Applicable √ Not applicable

X. Bankruptcy and reorganization

□ Applicable √ Not applicable

No such cases in the Reporting Period.XI. Material Legal Claims/proceedings

ADAMA Ltd Annual Report 2024

□ Applicable √ Not applicable

No such cases in the Reporting Period.

Litigations disclosed by the Company during the reporting period and as of the disclosure date of the annual report.

Overview of Litigation (or Arbitration)Amount Involved (RMB '0000)Whether to generate any estimated liabilitiesProgress of Litigation (or Arbitration)Result of the Litigation (or Arbitration) and the ImpactEnforcement of the Litigation (or Arbitration) JudgementDisclosure DateDisclosure Index
The Company filed an arbitration application with Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center) as the applicant, requesting that Jiangsu Huifeng Bio-agriculture Co., Ltd. (the "respondent") pay the Company the price adjustment payment of RMB 64,535,827 yuan, the compensation for the losses, attorney fee, and all costs incurred by the applicant for initiating the arbitration, including the arbitration fee.6,453.5827NoThe arbitration case was heard by the arbitration tribunal in September 2024, but has not yet resulted in a legally binding judgment or rulingThe arbitration conclusion and the impact on the Company’s profits and losses cannot be reliably measured yet/May 10, 2024Announcement on the Arbitration Matters about Fulfillment of Performance Commitments Related to a Controlled Subsidiary (Announcement No. 2024-28) Disclosed at the website CNINFO www.cninfo.com.cn
The plaintiff91.6135NoThe litigationThe/FebruaryAnnouncement on

ADAMA Ltd Annual Report 2024

Overview of Litigation (or Arbitration)Amount Involved (RMB '0000)Whether to generate any estimated liabilitiesProgress of Litigation (or Arbitration)Result of the Litigation (or Arbitration) and the ImpactEnforcement of the Litigation (or Arbitration) JudgementDisclosure DateDisclosure Index
requested that the three defendants (China National Chemical Corporation Limited, Syngenta Group Co., Ltd. and ADAMA Ltd.) be jointly liable for the plaintiff's investment losses of RMB 916,135, caused to the plaintiff due to the failure to complete the commitments and the failure to fulfill the information disclosure obligations, as well as the litigation costs.has not yet commencedjudgement and the impact on the Company’s profits and losses cannot be reliably measured yet15, 2025Voluntary Disclosure of Company's Involvement in Litigation (Announcement No. 2025-5) Disclosed at the website CNINFO www.cninfo.com.cn

XII. Punishment and rectification

□ Applicable √ Not applicable

None during the Reporting Period.XIII. Credibility of the Company, its controlling shareholders and actual controller

√ Applicable □ Not applicable

The Company’s controlling shareholder and actual controller are in good credibility status. They are not in the situation thatthe effective judgment of the court was not executed and the large amount of debt was not repaid when due during thereporting period.

ADAMA Ltd Annual Report 2024

XIV. Significant related-party transactions

1. Related-party transactions in the ordinary course of business

√ Applicable □Not applicable

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Syngenta AG and its sub-sidiariesUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price91,5945.75%136,681.49NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Bluestar (Bei-jing) Chemi-cal Machin-ery Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price10.00%62.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Jiangsu Huaihe Chemicals Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price13,1630.83%24,750NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Jiangsu Ruixiang Chemical Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price--37.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Jiangsu Yangnong Chemical Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price1540.01%14,176.65NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Jiangsu Youjia Plant Protection Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price21,1971.33%19,437.41YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Crop Protec-tion Products Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price9810.06%593.75YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Hangzhou (Torch) Xidou Door Film In-dustry Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price80.00%15NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Zhonglan In-ternational Chemical Co., Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price5,9900.38%10,625NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Agro Co.,Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price1,1820.07%7,531.77NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Liaocheng Luxi Polyol New Material Technology Co. Ltd. Liaocheng Luxi Methyla-mineUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price2,6540.17%4,500NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Chemical Co., Ltd.
Shandong Dacheng Ag-rochemical Company LimitedUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price1670.01%3,285.75NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
China Na-tional Bluestar (Group) Co. Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price8100.05%2,152.80NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Beijing Guangyuan Yinong ChemicalUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products fromPurchase of raw materi-als/productsMarket priceMarket price600.00%180NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Co., LTDrelated par-tiesBusiness in 2024 (No.2024-8)
Ningxia Ruitai Tech-nology Co. Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price30.00%25NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
SinofertUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price3410.02%15.88YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Shenyang Si-nochem Ag-rochemicals R&D Co.,Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products fromPurchase of raw materi-als/productsMarket priceMarket price30.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
related par-tiesBusiness in 2024 (No.2024-8)
ELKEM SILICONES BRASIL LTDAUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price1920.01%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Qingdao Rubber Six Conveyor Belt Co.Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price870.01%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Hebei Co. Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products fromPurchase of raw materi-als/productsMarket priceMarket price2420.02%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
related par-tiesBusiness in 2024 (No.2024-8)
Sinochem Petrochemi-cal Sales Co. Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price4890.03%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
China Bluestar Chengrand Research In-stitute Chem-ical IndustryUnder the same control of Sinochem HoldingsPurchasing raw materi-als and products from re-lated par-tiesPurchase of raw materi-als/productsMarket priceMarket price20.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Shenyang Sciencreat Chemicals Co. Ltd.Under the same control of Sinochem HoldingsPurchasing raw materi-als and products fromPurchase of raw materi-als/productsMarket priceMarket price5270.03%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
related par-tiesBusiness in 2024 (No.2024-8)
Bluestar En-gineering Co. Ltd.Under the same control of Sinochem HoldingsPurchasing fixed as-sets from related par-tiesPurchase of fixed assetsMarket priceMarket price--6,250NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Syngenta AG and its sub-sidiariesUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price84,0602.86%133,939.91NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Jiangsu Huaihe Chemicals Co., Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-latedSelling prod-uctsMarket priceMarket price15,4370.52%29,231.25NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
partiesBusiness in 2024 (No.2024-8)
SinofertUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price12,0850.41%8,000YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Jiangsu Youjia Plant Protection Co., Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price1130.00%250NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Beijing Guangyuan Yinong ChemicalUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-latedSelling prod-uctsMarket priceMarket price1050.00%127.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Co., LTDpartiesBusiness in 2024 (No.2024-8)
Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price740.00%750NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Jiangsu Youshi Chemical Co., Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price4,1860.14%8,750NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Syngenta Nantong Crop Protec-tion Co.,Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-latedSelling prod-uctsMarket priceMarket price--522.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
partiesBusiness in 2024 (No.2024-8)
Sinochem In-ternational Crop Care Company LimitedUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price5700.02%312.50YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Agro Co.,Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price4950.02%906.23NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Syngenta (China) In-vestment CompanyUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-latedSelling prod-uctsMarket priceMarket price1,8270.06%625YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
LimitedpartiesBusiness in 2024 (No.2024-8)
Jiangsu Ruixiang Chemical Co., Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price--37.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Henan Junhua De-velopment Co. Ltd.Under the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-lated par-tiesSelling prod-uctsMarket priceMarket price--12.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sino MAPUnder the same control of Sinochem HoldingsSelling raw materials and prod-ucts to re-latedSelling prod-uctsMarket priceMarket price2,2110.08%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
partiesBusiness in 2024 (No.2024-8)
Sinochem In-formation Technology Co., LtdUnder the same control of Sinochem HoldingsReceiving services from re-lated par-tiesValue-added OA servicesMarket priceMarket price--47.38NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem In-formation Technology Co., LtdUnder the same control of Sinochem HoldingsReceiving services from re-lated par-tiesIT servicesMarket priceMarket price470.00%37.50YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Syngenta AG and its sub-sidiariesUnder the same control of Sinochem HoldingsReceiving services from re-latedRegular ser-vicesMarket priceMarket price1690.01%56.25YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
partiesBusiness in 2024 (No.2024-8)
Sino MAPUnder the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price760.00%179.99NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Shenyang Chemical Re-search Insti-tute Co., Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price80.00%4.38YesCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
China Na-tional Chemi-cal Infor-mationUnder the same control of Sinochem HoldingsReceiving services from re-latedValue -added OA servicesMarket priceMarket price160.00%97.61NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
CenterpartiesBusiness in 2024 (No.2024-8)
Shenyang Shenhua In-stitute Test-ing Technol-ogy Co., Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price30.00%87.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Chemical Science and Technology Research In-stitute Co.,LTDUnder the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price--37.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Sinochem Zhoushan Hazardous Chemicals EmergencyUnder the same control of Sinochem HoldingsReceiving services from re-latedRegular ser-vicesMarket priceMarket price90.00%37.50NoCash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Rescue Base Co. Ltd.partiesBusiness in 2024 (No.2024-8)
Shenyang Chemical Co., Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price30.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Zhonglan Lianhai De-sign Institute Co., Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price1180.01%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
SinofertUnder the same control of Sinochem HoldingsReceiving services from re-latedRegular ser-vicesMarket priceMarket price20.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
partiesBusiness in 2024 (No.2024-8)
Jiangxi Bluestar Xinghuo Or-ganic Sili-cone Co.Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price1590.01%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Changsha Huaxing Construction Supervision Co., Ltd.Under the same control of Sinochem HoldingsReceiving services from re-lated par-tiesRegular ser-vicesMarket priceMarket price30.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Syngenta AG and its sub-sidiariesUnder the same control of Sinochem HoldingsRendering services to related par-tiesRegular ser-vicesMarket priceMarket price300.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Business in 2024 (No.2024-8)
Sinochem Agro Co.,Ltd.Under the same control of Sinochem HoldingsRendering services to related par-tiesRegular ser-vicesMarket priceMarket price660.00%--Cash Set-tlementN/AMarch 27,2024Announcement on Expected Related-Party Transactions in the Ordinary Course of Busi-ness in 2024 (No.2024-8)
Total----261,719--414,371----------
Details of large sales return-
Execution of related-party transactions in the ordi-nary course of business whose value was expected by types during this reporting period (if any)According to the Company's daily business operation needs, the Company estimates that the total amount of daily related party transactions in 2024 will not exceed RMB 4,143.71 million. For details, please refer to Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2024 (No.: 2024-8). The Company’s actual amount of daily related party transactions defined in the listing rules incurred for the twelve months ended De-cember 31,2024 is RMB 2,617.19 million, which does not exceed the expected amount. The gap between the actual amount and the estimations of the related party transactions in the course of routine business in 2024 is due to the related impacts from the changing market conditions and the actual needs fluctuation of the Company.

ADAMA Ltd Annual Report 2024

Related partyRelationshipType of re-lated party transac-tionContent of related party transactionPricing principle of re-lated party transac-tionPriceValue (RMB ‘0000)Per-cent-age against trans-actions of the same kindApproved transac-tion quota (RMB ‘0000)Whether ex-ceeds the ap-proved quotaSettlement methodsMarket price of similar transac-tions if the Com-pany knowsDate of an-nounce-mentIndex of the dis-closure
Reasons for large difference between transaction price and market reference price (if applicable)The Company’s related transactions with related party shall be carried out in accordance with the principle of volun-tary, equality and mutual benefit, fair, and will not harm the interests of the Company.

ADAMA Ltd Annual Report 2024

2. Related-party transactions arising from asset acquisition or sale

□ Applicable √ Not applicable

There were no related-party transactions arising from asset acquisition or sale in the Reporting Period.

3. Related-party transitions with joint investments

□ Applicable √ Not applicable

The Company was not involved in any significant related-party transaction with joint investments during the ReportingPeriod.

4. Credits and liabilities with related parties

√ Applicable □ Not applicable

Whether there was non-operating credit and liability with related parties

□ Yes √ No

The Company was not involved in any non-operating credit and liability with related parties.

5. Transactions with finance companies with related relationships

√ Applicable □ Not applicable

Deposit business

In RMB ’0000

Related PartiesRelationsMaximum Daily Deposit LimitRange of Interest RateOpening BalanceTransactions during the Reporting PeriodEnding Balance
Total Deposit Amount for the Reporting PeriodTotal Withdrawal Amount for the Reporting Period
Sinochem Finance Co., LtdUnder the same control of Sinochem Holdings150,0000.55%-1.9%56,56287,49181,30962,744

ADAMA Ltd Annual Report 2024

Loans

In RMB ’0000

Related PartiesRelationsSize of the LoanRange of Interest RateOpening BalanceTransactions during the Reporting PeriodEnding Balance
Total Loan Amount for the Reporting PeriodTotal Repayment Amount for the Reporting Period
Sinochem Finance Co., LtdUnder the same control of Sinochem Holdings50,0002.5%-3.0%-5,0233,0232,000

Facilities and Other Financial Services

In RMB ’0000

Related PartyRelationsType of the ServicesTotal AmountActual Amount Incurred
Sinochem Finance Co., LtdUnder the same control of Sinochem HoldingsFacilities80,0005,000

6. Transactions between the finance company controlled by the Company and related parties

□ Applicable √ Not applicable

The company does not hold any equity interest in any finance company.

7. Other material related-party transactions

√ Applicable □ Not applicable

(1) The 1

stInterim Shareholders Meeting in 2024 approved the Proposal on Credit Facility from the Related Party.

(2) The 2nd Interim Shareholders Meeting in 2024 approved the Proposal on the Purchase of Liability Insurance for

Directors, Supervisors and Senior Executives and the Related-party Transaction.

(3) The 3rd Interim Shareholders Meeting in 2024 approved the Proposal on the Renewal of the Financial Service

Agreement with Sinochem Finance Co., Ltd. and the Proposal on New Credit Facility from the Related Party aswell as the Proposal on Signing of the Entrusted Management Agreement with Related Parties.

(4) The 8th Meeting of the 10th Session of the Board of Directors approved the Proposal on Signing of SupplementalAgreement II to the Entrusted Operation and Management Agreement on Anhui Petro & Chemical

(5) The 9th Meeting of the 10th Session of the Board of Directors approved the Proposal on Amendments to Certain

Terms of the Entrusted Management Agreement.

The website to disclose the interim announcements on significant related-party transactions:

ADAMA Ltd Annual Report 2024

Name of the interim announcementDisclosure date of the interim announcementWebsite to disclose the interim announcement
Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2024(Announcement No.2024-8 )March 27, 2024Juchao website www.cninfo.com.cn
Announcement on Credit Facility of USD 200 million from a Related Party(Announcement No.2024-24 )April 2, 2024Juchao website www.cninfo.com.cn
Announcement on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives and the Related-party Transaction(Announcement No.2024-34 )June 13, 2024Juchao website www.cninfo.com.cn
Announcement on New Credit Facility from the Related Party(Announcement No.2024-52 )November 7, 2024Juchao website www.cninfo.com.cn
Announcement on the Signing of the Entrusted Management Agreement with Related Parties(Announcement No.2024-55)November 7, 2024Juchao website www.cninfo.com.cn
Announcement on the Intended Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd., constituting a related-party transaction(Announcement No.2024-51)November 7, 2024Juchao website www.cninfo.com.cn
Announcement of the Resolutions of the 8th Meeting of the 10th Session of the Board of Directors(Announcement No.2024-59 )December 19, 2024Juchao website www.cninfo.com.cn
Announcement of the Resolutions of the 9th Meeting of the 10th Session of the Board of Directors(Announcement No.2025-1 )January 2, 2025Juchao website www.cninfo.com.cn

XV. Particulars regarding material contracts and execution thereof

1. Particulars about trusteeship, contract and lease

(1) Trusteeship

□ Applicable √ Not applicable

There was no trusteeship of the Company in the reporting period.

(2) Contract Operation

□ Applicable √ Not applicable

There was no contract operation of the Company in the reporting period.

ADAMA Ltd Annual Report 2024

(3) Lease

□ Applicable √Not applicable

There is no major lease in the reporting period.

2. Significant guarantees

√ Applicable □ Not applicable

(1) Guarantees

Unless otherwise specified, the unit hereunder is RMB ‘0000

Guarantees provided by the Company in favor of third parties (excluding subsidiaries)
Guaranteed partyDisclosure date of the announcementPlanned guarantee amountActual occurrence dateActual guarantee amountType of guaranteeCollateral (if any)Counter-guarantee (if any)Period of guaranteeexpired or notGuarantee for a related party or not
----------------------
Total guarantee line approved in favor of third parties (excluding subsidiaries) during the reporting period (A1)--Total amount of the occurred guarantee in favor of third parties (excluding subsidiaries) during the reporting period (A2)--
Aggregated guarantee line in favor of third parties (excluding subsidiaries) that has been approved by the end of the reporting period (A3)5,000Total guarantee balance in favor of third parties (excluding subsidiaries) by the end of the reporting period (A4)--
Guarantees provided by the Company in favor of its subsidiaries
Guaranteed partyDisclosure date of the announcementPlanned guarantee amountActual occurrence dateActual guarantee amountType of guaranteeCollateral (if any)Counter-guarantee (if any)Period of guaranteeexpired or notGuarantee for a related party or not
ADAMA Anpon (Jiangsu)December 22, 2020 April 29, 2021125,800December 1, 20211,600Joint liability and several----Three years after the project loanYesNo

ADAMA Ltd Annual Report 2024

Ltd.October 28, 2021liabilitymatures
December 1, 20212,000Joint liability and several liability----Three years after the project loan maturesYesNo
January 1, 20223,100Joint liability and several liability----Three years after the project loan maturesNoNo
January 1, 2022400Joint liability and several liability----Three years after the project loan maturesYesNo
February 28, 20222,100Joint liability and several liability----Three years after the project loan maturesNoNo
April 28, 20221,400Joint liability and several liability----Three years after the project loan maturesNoNo
May 20, 2022750Joint liability and several liability----Three years after the project loan maturesNoNo
June 26, 20222,350Joint liability and several liability----Three years after the project loan maturesNoNo
January 25, 2022200Joint liability and several liability----Three years after the project loan maturesNoNo

ADAMA Ltd Annual Report 2024

January 25, 2022100Joint liability and several liability----Three years after the project loan maturesYesNo
January 25, 2022100Joint liability and several liability----Three years after the project loan maturesYesNo
February 28, 2022390Joint liability and several liability----Three years after the project loan maturesNoNo
July 2, 2022810Joint liability and several liability----Three years after the project loan maturesNoNo
February 5, 2024300Joint liability and several liability----Three years after the project loan maturesNoNo
ADAMA Anpon (Jiangsu) Ltd.March 31, 2022104,100August 11, 2022800Joint liability and several liability----Three years after the project loan maturesNoNo
August 11, 2022100Joint liability and several liability----Three years after the project loan maturesYesNo
August 11, 2022100Joint liability and several liability----Three years after the project loan maturesYesNo
August 31, 20221,000Joint liability----Three years afterNoNo

ADAMA Ltd Annual Report 2024

and several liabilitythe project loan matures
October 28, 20221,100Joint liability and several liability----Three years after the project loan maturesNoNo
October 31, 20221,000Joint liability and several liability----Three years after the project loan maturesNoNo
November 17, 2022900Joint liability and several liability----Three years after the loan maturesNoNo
November 17, 20221,000Joint liability and several liability----Three years after the loan maturesYesNo
November 17, 2022100Joint liability and several liability----Three years after the loan maturesYesNo
November 23, 20222,500Joint liability and several liability----Three years after the project loan maturesNoNo
November 30, 20221,100Joint liability and several liability----Three years after the project loan maturesNoNo
January 12, 20231,000Joint liability and several----Three years after the project loanNoNo

ADAMA Ltd Annual Report 2024

liabilitymatures
January 16, 20231,000Joint liability and several liability----Three years after the project loan maturesNoNo
April 4, 20231,200Joint liability and several liability----Three years after the project loan maturesNoNo
April 4, 20231,400Joint liability and several liability----Three years after the project loan maturesNoNo
April 13, 2023200Joint liability and several liability----Three years after the project loan maturesNoNo
April 26, 2023150Joint liability and several liability----Three years after the project loan maturesNoNo
April 26, 202350Joint liability and several liability----Three years after the project loan maturesYesNo
October 17, 2023300Joint liability and several liability----Three years after the project loan maturesNoNo
October 17, 2023500Joint liability and several liability----Three years after the loan maturesNoNo

ADAMA Ltd Annual Report 2024

January 30, 2024850Joint liability and several liability----Three years after the project loan maturesNoNo
February 7, 2024400Joint liability and several liability----Three years after the project loan maturesNoNo
ADAMA Anpon (Jiangsu) Ltd.April 25, 2023114,000August 10, 20234,000Joint liability and several liability----Three years after the loan maturesYesNo
January 23, 20243,000Joint liability and several liability----Three years after the loan maturesYesNo
ADAMA Anpon (Jiangsu) Ltd.March 27, 202436,000April 10, 20245,000Joint liability and several liability----Three years after the loan maturesNoNo
December 25, 20243,000Joint liability and several liability----Three years after the loan maturesNoNo
Total guarantee line approved in favor of the subsidiaries during the reporting period (B1)36,000Total amount of the occurred guarantee in favor of the subsidiaries during the reporting period (B2)12,550
Aggregated guarantee line that has been approved in favor of the subsidiaries by the end of the reporting period (B3)379,900Total guarantee balance in favor of the subsidiaries by the end of the reporting period (B4)34,800
Guarantees provided by subsidiaries in favor of subsidiaries (USD ’0000)

ADAMA Ltd Annual Report 2024

Guaranteed partyDisclosure date of the announcementPlanned guarantee amountActual occurrence dateActual guarantee amountType of guaranteeCollateral (if any)Counter-guarantee (if any)Period of guaranteeexpired or notGuarantee for a related party or not
Control Solutions, Inc.October 31, 20181,300October 30, 20180joint and several liability----Generally 7 years (subject to the overseas laws)NoNo
Control Solutions, Inc.January 10, 20194,000January 9, 20190joint and several liability----The loan term (5 years) and any applicable statute of limitations period (generally 7 years).YesNo
ADAMA BrazilNot applicable10,133Related guarantees existed before the company was consolidated into the financial statements of the Company.0joint and several liability----Valid until cancelledNoNo
ADAMA BrazilJanuary 22, 2022900December 29, 2021900joint and several liability----December 31, 2025NoNo
ADAMA BrazilDecember 19, 202410,000January 4, 20252,300joint and several liability----December 31, 2027NoNo
ADAMA BrazilDecember 19, 20242,000January 4, 2025103joint and several liability----December 31, 2026NoNo
AdamaNot applicable8,783Related0joint and----Valid untilNoNo

ADAMA Ltd Annual Report 2024

India Private Ltd.guarantees existed before the company was consolidated into the financial statements of the Company.several liabilitycancelled
ADAMA Turkey Tar?m Sanayi ve Ticaret Limited ?irketiNot applicable7,150Related guarantees existed before the company was consolidated into the financial statements of the Company.0joint and several liability----Valid until cancelledNoNo
Adama MakhteshimNot applicableunlimitedRelated guarantees existed before the company was consolidated into the financial statements of the Company.9,500joint and several liability----Valid until cancelledNoNo
Adama MakhteshimApril 25, 20237,875May 3, 2023200joint and several liability----Valid until cancelledNoNo
Adama AganNot applicableunlimitedRelated guarantees existed before the company was consolidated into the financial statements of the Company.11,500joint and several liability----Valid until cancelledNoNo
January 22,407January 22,14joint and----Valid until

ADAMA Ltd Annual Report 2024

ADAMA Agricultural Solutions UK Ltd.20222022several liabilitycancelledNoNo
ADAMA CELSIUS BV, Curacao branch, & ADAMA Fahrenheit BV, Curacao BranchNovember 25, 20224,500November 24, 20220joint and several liability----Valid until cancelledNoNo
ADAMA CELSIUS BV, Curacao branch, & ADAMA Fahrenheit BV, Curacao BranchJanuary 22, 20227,000January 22, 20225,131joint and several liability//Valid until cancelledNoNo
ADAMA Ukraine LLCNot applicable1,500Related guarantees existed before the company was consolidated into the financial statements of the Company.0joint and several liability----Valid until cancelledNoNo
ADAMA Ukraine LLCNot applicable1,500Related guarantees existed before the company was consolidated into the financial0joint and several liability----Valid until cancelledYesNo

ADAMA Ltd Annual Report 2024

statements of the Company.
ADAMA Ukraine LLCOctober 10, 2023730October 28, 20230joint and several liability----Valid until cancelledNoNo
ADAMA Ukraine LLCDecember 19, 2024800February 3, 20250joint and several liability----Valid until cancelledNoNo
Makhteshim Agan of North Amercia Inc.Not applicable4,000Related guarantees existed before the company was consolidated into the financial statements of the Company.0joint and several liability----Valid until cancelledNoNo
Makhteshim Agan of North Amercia Inc.September 28, 20244,543September 26, 20244,543joint and several liability----Six months after the termination of the principal agreementNoNo
Adama Australia Pty Ltd.December 19, 2024377December 23, 20240joint and several liability----Valid until cancelledNoNo
Total guarantee line approved in favor of the subsidiaries during the reporting period (C1)17,720 (approximately RMB 1,273.78 million)Total amount of the guarantee in favor of the subsidiaries occurred during the reporting period (C2)31,788 (approximately RMB 2,285.05 million)
Aggregated guarantee line that has been approved in favor of the subsidiaries by the end of the reporting period (C3)71,988 (approximately RMB 5,175.5 million) (As for Adama Makhteshim and Adama Agan, the planned guarantee amount is unlimited)Total guarantee balance in favor of the subsidiaries by the end of the reporting period (C4)31,788 (approximately RMB 2,285.05 million)
Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)
Total guarantee line approved during the163,378Total actual occurred amount of guarantee during the reporting period (A2+B2+C2)241,055

ADAMA Ltd Annual Report 2024

reporting period (A1+B1+C1)
Total guarantee line that has been approved at the end of the reporting period (A3+B3+C3)902,450Total actual guarantee balance at the end of the reporting period (A4+B4+C4)263,305
Proportion of total guarantee amount (A4+B4+C4) to the net assets of the Company13.68%
Of which:
The balance of the guarantee provided in favor of the controlling shareholder and related party.0
Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or indirectly (E)USD 221.14 million (approximately RMB 1,589.64 million)
The amount of the guarantee that exceeds 50% of the net assets0
Total amount of the above three guarantees (D+E+F)USD 221.14 million (approximately RMB 1,589.64 million)
As for undue guarantee, liability to guarantee has happened or there is evidence showing that joint liquidated liability may be undertaken during this Reporting Period (if existing)--
Regulated procedures are violated to offer guarantee (if existing)--

3. Cash assets management entrustment

(1) Wealth management entrustment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

(2) Entrustment loans

□ Applicable √ Not applicable

No such cases in the Reporting Period.

4. Other significant contracts

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

No such cases in the Reporting Period.

XVI. Other significant events

□ Applicable √ Not applicable

There were no other significant events during the Reporting Period.

XVII. Significant events of subsidiaries

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

Section VII - Change in Shares & ShareholdersI. Changes in shares

1. Change in Shares

Unit: share

Before the ChangeIncrease/Decrease (+/-)After the Change
AmountProportionNewly Issued shareBonus SharesCapitalization of Public reservesOtherSubtotalAmountProportion
I. Restricted shares4,5000.0002%-------4,500-4,50000.0000%
a) State-owned shares------------------
b) State-owned legal person’s shares00.0000%----------00.0000%
c) Shares held by domestic investors4,5000.0002%-------4,500-4,50000.0000%
i. Shares held by domestic legal person00.0000%----------00.0000%
ii. Shares held by domestic natural person4,5000.0002%-------4,500-4,50000.0000%
II. Shares not subject to trading moratorium2,329,807,26699.9998%------4,5004,5002,329,811,766100.0000%
a) RMB ordinary shares2,177,067,46193.4439%------4,5004,5002,177,071,96193.4441%
b) Domestically listed foreign shares152,739,8056.5559%----------152,739,8056.5559%
III. Total shares2,329,811,766100.00%----------2,329,811,766100.00%

ADAMA Ltd Annual Report 2024

Reason for the change in shares

√ Applicable □ Not applicable

The previously restricted shares are held by Mr. Jiang Chenggang, whose term as the Chairman of the Board ofSupervisors of the Company ended in May 2024. The restriction expired 6 months after expiration of the term.

Approval of the change in shares

□ Applicable √ Not applicable

The registered status for the change in shares

□Applicable √ Not applicable

Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholdersof the Company and other financial indexes over the last year and last period.

□ Applicable √ Not applicable

Other contents that the Company considered necessary or were required by the securities regulatory authorities todisclose

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

2. Changes in restricted shares

√ Applicable □ Not applicable

Unit: share

ShareholdersRestricted shares at the opening of the Reporting PeriodRestricted shares increased in the Reporting PeriodShares released in the Reporting PeriodEnding shares restrictedRestricted reasonsDate for release
Jiang Chenggang4,50004,5000Shares held by a supervisor should be locked up.November 13, 2024
Total4,50004,5000----

II. Issuance and listing of securities

1. Issuance of securities (excluding preferred stock) during the Reporting Period

□ Applicable √ Not applicable

2. Explanation on changes in share capital & the structure of shareholders, the structure of assetsand liabilities

□ Applicable √ Not applicable

3. Shares held by internal staffs of the Company as a measure of the reform of State-OwnedEnterprises

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

III. Particulars about the shareholders and actual controller

1. Total number of shareholders and their shareholding

Unit: share

Total number of shareholders as of the end of the Reporting Period45,981 (the number of ordinary A share shareholders is 34,038; the number of B share shareholders is 11,943)Total number of shareholders on the 30th trading day before the disclosure date of the annual report42,016Total number of preferred stockholder with vote right restored (if any)0Total number of preferred stockholder with vote right restored on the 30th trading day before the disclosure date of the annual report0
Shareholding of Top 10 Common Shareholders or Those Holding More than 5% Shares (Excluding the Shares Lending through Refinancing)
Name of shareholderNature of shareholderHolding percentage (%)Number of shareholdings at the end of the Reporting PeriodIncrease and decrease of shares during Reporting PeriodNumber of shares held subject to trading moratoriumNumber of shares held not subject to trading moratoriumPledged or frozen shares
Status of sharesAmount
Syngenta Group Co., Ltd.State-owned legal person78.47%1,828,137,961----1,828,137,961----
China Structural Reform FundState-owned legal person1.44%33,557,04633,557,046--33,557,046----
China Cinda Asset Management Co., Ltd.State-owned legal person1.34%31,115,916----31,115,916----
Wu FengDomestic Individual0.33%7,719,4121,528,743--7,719,412----
Zhu ShenglanDomestic Individual0.31%7,300,0001,544,000--7,300,000----
Hong Kong Securities Clearing Company Ltd.Overseas legal person0.28%6,447,95773,704--6,447,957----

ADAMA Ltd Annual Report 2024

(HKSCC)
Qichun County State-owned Assets Supervision and Administration BureauState-owned legal person0.18%4,169,266----4,169,266----
Cai WenxiDomestic Individual0.16%3,676,200-160,000--3,676,200----
Liu MinqinDomestic Individual0.16%3,624,373202,473--3,624,373----
Guotai Junan Securities (Hong Kong) LimitedOverseas legal person0.13%3,037,596-903,400--3,037,596----
Strategic investors or the general legal person due to the placement of new shares become the top 10 shareholders (if any)Not applicable
Explanation on associated relationship or/and personsSyngenta Group Co., Ltd. is not related party or acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Companies to other shareholders. It is unknown to the Company whether shareholders above are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.
Description of the above shareholders involved in proxy/trustee voting rights and abstention from voting rightsNot applicable
Special note on the existence of dedicated accounts for repurchase among the top 10 shareholders (if any)Not applicable
Details of Shares Held by Top 10 Common Shareholders Not Subject to Trading Moratorium (Excluding the Shares Lending through Refinancing and Restricted Shares of Executives)
Name of shareholderNumber of common shares held not subject to trading moratorium at the end of the periodType of share
Type of shareAmount
Syngenta Group Co., Ltd.1,828,137,961RMB ordinary share1,828,137,961
China Structural Reform Fund33,557,046RMB ordinary share33,557,046
China Cinda Asset Management Co., Ltd.31,115,916RMB ordinary share31,115,916
Wu Feng7,719,412RMB ordinary share7,719,412
Zhu Shenglan7,300,000RMB ordinary share7,300,000

ADAMA Ltd Annual Report 2024

Hong Kong Securities Clearing Company Ltd. (HKSCC)6,447,957RMB ordinary share6,447,957
Qichun County State-owned Assets Supervision and Administration Bureau4,169,266RMB ordinary share4,169,266
Cai Wenxi3,676,200RMB ordinary share3,676,200
Liu Minqin3,624,373RMB ordinary share3,624,373
Guotai Junan Securities (Hong Kong) Limited3,037,596Domestically listed shares in foreign currencies3,037,596
Explanation on associated relationship among the top ten shareholders of tradable share not subject to trading moratorium, as well as among the top ten shareholders of tradable share not subject to trading moratorium and top ten shareholders, or explanation on acting-in-concertSyngenta Group Co., Ltd. is not a related party or acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Companies to other shareholders. It is unknown to the Company whether shareholders above are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.
Particular about shareholder participate in the securities lending and borrowing business (if any)Shareholder Wu Feng held 4,710,986 shares of the Company through a common securities account and 3,008,426 shares of the Company through a credit collateral securities trading account, altogether 7,719,412 shares. Shareholder Zhu Shenglan held 7,300,000 shares of the Company through a credit collateral securities trading account. Shareholder Liu Minqin held 185,673 shares of the Company through a common securities account and 3,438,700 shares of the Company through a credit collateral securities trading account, altogether 3,624,373 shares.

Shareholders holding more than 5% of shares, top ten shareholders and top ten shareholders with unlimited shares in circulation participating in the shares lending throughrefinancing arrangement

□ Applicable √ Not Applicable

Change of the Top 10 Shareholders with unlimited shares from the previous period due to the shares lending/returning through refinancing arrangement

□ Applicable √ Not Applicable

Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company carry out an agreed buy-back in the ReportingPeriod?

□ Yes √ No

The top 10 common shareholders or the top 10 common shareholders of the Company were not subject to trading moratorium of the Company carry out an agreed buy-back inthe reporting period.

ADAMA Ltd Annual Report 2024

2. Particulars about the controlling shareholder

Nature of controlling shareholder: The central state-ownedType of controlling shareholder: legal person

Name of controlling shareholderLegal representative / company principalDate of establishmentOrganization codeBusiness scope
Syngenta Group Co., Ltd.Li FanrongJune 27, 201991310000MA1FL6MN13General projects: agricultural scientific research and experimental development; Engineering and technical research and experimental development; Natural science research and experimental development; Research and development of biopesticide technology; Smart Agriculture Management; Agricultural specialty and auxiliary activities; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of biochemical product technology; Sales of chemical products (excluding licensed chemical products); Fertilizer sales; General cargo warehousing services (excluding hazardous chemicals and other items requiring license); Low temperature storage (excluding hazardous chemicals and other items requiring license); Socio economic advisory services; Import and export of goods; Technology import and export, Crop seed business (limited to packed seeds without further repackaging; seed production for non-major crops. (except for the projects that must be approved according to law, business activities shall be carried out independently and legally according to the business license). Licensed projects: seed production of main crops; Crop seed business; Genetically modified crop seed production, agro-chemical production, agro-chemical wholesale, crop seed import and export. (for projects that must be approved according to law, business activities shall be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
Shares held by the controlling shareholder in other listed companies by holding or shareholding during theBy the end of the Reporting Period, Syngenta Group directly holds 35.83% equity of Jiangsu Yangnong Chemical Co., Ltd., and indirectly holds 52.65% equity of SinoFert Holdings Limited through Syngenta Group (HK) Holdings

ADAMA Ltd Annual Report 2024

Reporting PeriodCompany Limited and 20.51% equity of Win-All High-tech Seed Co., Ltd. through China National Seed Group Co., Ltd.

Change of the controlling shareholder during the Reporting Period

□ Applicable √ Not applicable

The controlling shareholder did not change during the Reporting Period.

3. Particulars regarding actual controller and the persons acting in concert

Nature of actual controller: State-owned Assets Supervision and Administration CommissionType of actual controller: Legal person

Name of the actual controllerLegal representative / company principalDate of establishmentOrganization codeBusiness scope
State-owned Assets Supervision and Administration Commission of the State CouncilZhang YuzhuoMarch 16, 2003--
Shares held by the actual controller in other listed companies by holding or shareholding during the reporting periodNot applicable

Change of the actual controller during the Reporting Period

□ Applicable √ Not applicable

The actual controller did not change during the Reporting Period.Block diagram of equity and control relationship between the Company and actual controller:

ADAMA Ltd Annual Report 2024

The actual controller controls the Company via trust or other ways of asset management

□ Applicable √ Not applicable

4. The controlling shareholder or the largest shareholder of the Company and its concert partieshave pledged 80% of their shares in the Company

□ Applicable √ Not applicable

5. Particulars regarding other corporate shareholders with over 10% holdings

□ Applicable √ Not applicable

6. Particulars regarding restriction of reducing holding-shares of controlling shareholders, actualcontroller, restructuring parties and other commitment entities

□ Applicable √ Not applicable

IV. Specific implementation of share repurchases during the reporting periodProgress of share repurchase

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

Status of reducing holding of repurchased shares in the way of centralized bidding

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

Section VIII - Preferred stock

□ Applicable √ Not applicable

There was no preferred stock during Reporting Period.

ADAMA Ltd Annual Report 2024

Section IX - Corporate Bonds

□ Applicable √ Not applicable

ADAMA Ltd Annual Report 2024

Section X - Financial Report

Type of auditor’s opinionStandard Unqualified Opinion
Audit opinion signoff dateMarch 12, 2025
Name of the auditorDeloitte Touche Tohmatsu CPA LLP
Reference number of the audit reportDe Shi Bao (Shen) Zi (25) No. P02658
Name of CPAJi Yuting and Zhao Jingyuan

ADAMA Ltd Annual Report 2024

AUDITOR'S REPORT

De Shi Bao (Shen) Zi (25) No.P02658

(Page 1 of 6)

To the shareholders of ADAMA Ltd.:

I. Opinion

We have audited the financial statements of ADAMA Ltd. (hereinafter referred to as the "Company"), whichcomprise the consolidated and the Company's balance sheets as at 31 December 2024, and the consolidated andthe Company's income statements, the consolidated and the Company's statements of changes in shareholders'equity and the consolidated and the Company's statements of cash flows for the year then ended, and notes tothe financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidatedand the Company's financial position as of 31 December 2024, and the consolidated and the Company's resultsof operations and cash flows for the year then ended in accordance with Accounting Standards for BusinessEnterprises.

II. Basis for Opinion

We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under those stand-ards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics for Chinese CertifiedPublic Accountants (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with theCode. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.

III. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements for the current year. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters. The followings are key audit matters that we have determined to communicate in the auditor'sreport.

ADAMA Ltd Annual Report 2024

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De Shi Bao (Shen) Zi (25) No.P02658

(Page 2 of 6)

III. Key Audit Matters - continued

(I) Cut-off of revenue recognition

Description

ADAMA's sale revenue is mainly contributed by the sales of goods in over 100 countries all over the world. Asstated in Note (V), 42 operating income, ADAMA's consolidated principal activities revenue for 2024 was RMB29,435,604,000, which was significant to the financial statements. As stated in Note (III), 28, ADAMA recog-nizes revenue when the customer obtains control over relevant commodities, and the Company has a risk ofoverstating the revenue by late cutoffs. Therefore, we considered the appropriateness of cutoffs and correctnessof accounting periods for principal activities revenue recognition as a key audit matter.

Audit response

Our procedures in relation to this matter mainly include:

1、 Testing and assessing the design, implementation and operating effectiveness of internal controls relating

to the cut-off of principal activities revenue recognition;

2、 Reviewing the contracts with key customers for the terms and conditions relating to the transfer of controls

of goods and services, and assessing whether the timing of principal activities revenue recognition complieswith the Accounting Standards for Business Enterprises;

3、 Performing cut-off test by selecting samples from sales of goods recorded in the current year, checking the

supporting documents such as sales invoices and inventory transfer documents, and checking whether theincome is recorded in the correct accounting period;

4、 Performing analytic procedures and comparing whether there is abnormal fluctuation in the sales of themajor sales regions in the current period and the previous period, and analyzing whether there is any abnor-mality in the sales return of the products.

ADAMA Ltd Annual Report 2024

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De Shi Bao (Shen) Zi (25) No.P02658

(Page 3 of 6)

III. Key Audit Matters - continued

(II) Provision for Impairment of Goodwill on Crop Protection Units

Description

As stated in Note (V), 18, the carrying amount of goodwill was RMB5,074,283,000 as of 31 December 2024,out of which RMB5,002,000,000 was allocated to Crop Protection unit. As disclosed in Note III, 22 and 23,ADAMA’s goodwill arising from business combination is measured at the cost less the accumulated impairmentloss after initial recognition, and should be entitled to impairment test at least at the end of each year. Whenperforming impairment test of Crop Protection unit with goodwill allocated, the management determined therecoverable amount of relevant assets group of units based on the model of present value determined on futurecash flows, which depend on the judgement of the management, it requires the management to estimate the cashflows from relevant assets group of units and select an appropriate discount rate that reflects the time value ofmoney in the current market and the specific risk of the assets. As significant accounting estimates and judgmentsare involved and the goodwill allocated to Crop Protection unit is significant in amount, we considered the pro-vision for impairment of goodwill on Crop Protection unit as a key audit matter.

Audit response

Our procedures in relation to this matter mainly include:

1. Testing and assessing the design, implementation and operating effectiveness of internal controls relating tothe provision for impairment of goodwill on Crop Protection unit;

2. Checking the basis on which the management allocated goodwill to Crop Protection unit and assessing thereasonableness;

3. Compare the key assumptions used in estimating future cash flows with ADAMA's historical data, approved

financial budgets and operating plans, and evaluate the reasonableness of the key assumptions used by man-agement in preparing future cash flows, including expected revenue growth rate and gross profit margin;

4. Analyzing and reviewing the significant accounting estimates and judgements used in estimation of futurecash flows, including the key parameters such as discount rate and growth rate, etc., with assistance frominternal valuation specialist;

5. Checking the expected future cash flows to historical data and other supporting evidence, and assess thereasonableness;

6. Performing sensitivity analysis on possible changes in relevant key assumptions in impairment test models.

ADAMA Ltd Annual Report 2024

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De Shi Bao (Shen) Zi (25) No.P02658

(Page 4 of 6)

IV. Other Information

Management of the Company is responsible for the other information. The other information comprises the in-formation included in the 2024 annual report, but does not include the financial statements and our auditor'sreport thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other infor-mation; we are required to report that fact. We have nothing to report in this regard.

V. Responsibilities of Management and Those Charged with Governance for the Financial Statements

The management of the Company is responsible for the preparation and fair presentation of the financial state-ments in accordance with Accounting Standards for Business Enterprises, and designing, implementing andmaintaining internal control that is necessary to enable the financial statements that are free from material mis-statement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basisof accounting unless management either intends to liquidate the Company or to ceases operations, or has norealistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

VI. Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordancewith China Standards on Auditing will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of these financial statements.

ADAMA Ltd Annual Report 2024

AUDITOR'S REPORT - continued

De Shi Bao (Shen) Zi (25) No.P02658

(Page 5 of 6)

VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued

As part of an audit in accordance with China Standards on Auditing, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

(1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control;

(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances;

(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by the management;

(4) Conclude on the appropriateness of the management' use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events or conditionsmay cause the Company to cease to continue as a going concern;

(5) Evaluate the overall presentation (including the disclosures), structure and content of the financial statements,and whether the financial statements represent the underlying transactions and events in a manner thatachieves fair presentation;

(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Company to express an opinion on the financial statements. We are responsible for thedirection, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control thatwe identify during our audit.

ADAMA Ltd Annual Report 2024

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De Shi Bao (Shen) Zi (25) No.P02658

(Page 6 of 6)

VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the financial statements of the current year and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not be communi-cated in our report because the adverse consequences of doing so would reasonably be expected to outweigh thepublic interest benefits of such communication.

Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant

Shanghai China Ji Yuting(Engagement Partner)

Chinese Certified Public AccountantZhao Jingyuan

12 March 2025

This independent auditor's report of the financial statements and the accompanying financial statements areEnglish translations of the independent auditor's report and the financial statements prepared under accountingprinciples and practices generally accepted in the People's Republic of China. These financial statements arenot intended to present the balance sheet and results of operations and cash flows in accordance with accountingprinciples and practices generally accepted in other countries and jurisdictions. In case the English version doesnot conform to the Chinese version, the Chinese version prevails

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Consolidated Balance Sheet

December 31December 31
Notes20242023
Current assets
Cash at bank and on handV.13,630,6084,881,328
Financial assets held for tradingV.21,0351,912
Derivative financial assetsV.3483,822850,137
Bills receivableV.465,56586,303
Accounts receivableV.57,977,8308,146,677
Receivables financingV.6144,763123,050
PrepaymentsV.7313,542305,883
Other receivablesV.81,147,4691,054,302
InventoriesV.911,164,66313,088,757
Other current assetsV.10988,0931,083,714
Total current assets25,917,39029,622,063
Non-current assets
Long-term receivablesV.11159,81368,752
Long-term equity investmentsV.1230,22731,474
Other equity investmentsV.13131,473132,018
Investment properties20,50922,145
Fixed assetsV.149,762,89510,040,113
Construction in progressV.151,996,8922,507,328
Right-of-use assetsV.16557,159625,235
Intangible assetsV.174,796,6555,318,281
GoodwillV.185,074,2835,001,538
Deferred tax assetsV.191,291,6541,601,641
Other non-current assetsV.20320,827435,215
Total non-current assets24,142,38725,783,740
Total assets50,059,77755,405,803

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)Consolidated Balance Sheet (continued)

December 31December 31
Notes20242023
Current liabilities
Short-term loansV.214,748,7205,733,522
Derivative financial liabilitiesV.22278,580607,787
Bills payableV.23439,495613,507
Accounts payableV.244,934,8654,649,733
Contract liabilitiesV.251,810,7641,514,365
Employee benefits payableV.26851,784847,039
Taxes payableV.27516,761407,230
Other payablesV.281,417,3191,469,319
Non-current liabilities due within one yearV.292,230,7132,297,888
Other current liabilitiesV.30784,456753,827
Total current liabilities18,013,45718,894,217
Non-current liabilities
Long-term loansV.312,166,6252,885,939
Debentures payableV.326,320,1576,919,423
Lease liabilitiesV.33610,415495,459
Long-term payables191,10397,840
Long-term employee benefits payableV.34543,855671,530
ProvisionsV.35316,490299,251
Deferred tax liabilitiesV.19283,081297,103
Other non-current liabilitiesV.362,623,5002,920,566
Total non-current liabilities13,055,22614,587,111
Total liabilities31,068,68333,481,328
Shareholders' equity
Share capitalV.372,329,8122,329,812
Capital reserveV.3812,950,46412,950,464
Less: Treasury shares--
Other comprehensive incomeV.391,721,0281,675,896
Special reserves10,79816,595
Surplus reserveV.40298,610273,617
Retained earningsV.411,680,3824,678,091
Total equity attributed to the shareholders of the company18,991,09421,924,475
Non-controlling interests--
Total Equity18,991,09421,924,475
Total liabilities and equity50,059,77755,405,803
Gael Hili Legal representativeEfrat Nagar Chief Financial Officer

These financial statements were approved by the Board of Directors of the Company on March 12, 2025.

The notes form part of these financial statements.

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Company's Balance Sheet

December 31December 31
Notes20242023
Current assets
Cash at bank and on handXV.141,031163,646
Accounts receivableXV.21,182,1041,141,839
Receivables financingXV.334,3507,929
Prepayments50,48510,233
Other receivablesXV.424,39311,611
Inventories252,747218,984
Non-current assets due within one year70,000125,000
Other current assets5,7397,574
Total current assets1,660,8491,686,816
Non-current assets
Long-term equity investmentsXV.517,430,71617,430,716
Other equity investments54,29954,299
Investment properties2,0712,619
Fixed assets1,361,1901,711,062
Construction in progress88,29256,791
Right-of-use assets1,2971,877
Intangible assets237,120249,236
Deferred tax assets51,64080,241
Other non-current assets265,572273,783
Total non-current assets19,492,19719,860,624
Total assets21,153,04621,547,440
Current liabilities
Short-term loans100,000100,000
Bills payables98,58464,588
Accounts payables148,262150,265
Contract liabilities10,85412,190
Employee benefits payable9,70912,091
Taxes payable2,7484,852
Other payables716,369619,857
Non-current liabilities due within one year641,392537,820
Total current liabilities1,727,9181,501,663
Non-current liabilities
Long-term loans308,357949,017
Lease liabilities592885
Long-term employee benefits payable67,154101,628
Provisions25,50726,116
Other non-current liabilities55,860269,500
Total non-current liabilities457,4701,347,146
Total liabilities2,185,3882,848,809
Shareholders’ equity
Share capitalV.372,329,8122,329,812
Capital reserve15,523,88115,523,881
Other comprehensive (loss) income23,894(1,002)
Special reserves11,48917,286
Surplus reserveV.40298,610273,617
Retained earnings779,972555,037
Total shareholders’ equity18,967,65818,698,631
Total liabilities and shareholders’ equity21,153,04621,547,440

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)Consolidated Income Statement

Year ended December 31
Notes20242023
I. Operating incomeV.4229,488,04632,779,456
Less: Cost of salesV.4222,748,92525,984,108
Taxes and surchargesV.43100,327109,010
Selling and Distribution expensesV.444,400,7704,208,108
General and administrative expensesV.451,185,4431,057,410
Research and Develop-ment expensesV.46416,327482,754
Financial expensesV.471,769,8301,183,118
Including: Interest expense1,054,8561,144,515
Interest income242,845368,990
Add: Investment income, netV.4810,52519,078
Including: Income from investment in associates and joint ventures8,2016,336
Loss from changes in fair valueV.49(46,074)(650,374)
Credit impairment lossesV.50(99,713)(54,453)
Asset impairment lossesV.51(961,358)(549,893)
Gain from disposal of assetsV.5248,10819,679
II. Operating loss(2,182,088)(1,461,015)
Add: Non-operating income83,702110,046
Less: Non-operating expenses25,91653,941
III. III. Total loss(2,124,302)(1,404,910)
Less: Income tax expensesV.53778,902200,977
IV. Net loss(2,903,204)(1,605,887)
(1). Classified by nature of operations
(1.1). Continuing operations(2,903,204)(1,605,887)
(2). Classified by ownership
(2.1). Shareholders of the Company(2,903,204)(1,605,887)
(2.2). Non-controlling interests
V. Other comprehensive income,net of taxV. 3945,132595,306
Other comprehensive income (net of tax) attributable to shareholders of the Company45,132595,306
(1) Items that will not be reclassified to profit or loss:33,639(18,425)
(1.1) Re-measurement of defined benefit plan liability33,6397,432
(1.2) Fair Value changes in other equity investment-(25,857)
(2) Items that were or will be reclassified to profit or loss11,493613,731
(2.1) Effective portion of gains or loss of cash flow hedge24,88039,730
(2.2) Translation differences of foreign financial statements(13,387)574,001
VI. Total comprehensive loss for the period attributable to Shareholders of the Company(2,858,072)(1,010,581)
Total comprehensive income (loss) for the period attributable to shareholders of the Company(2,858,072)(1,010,581)
Total comprehensive income for the period attributable to Non-controlling interests--
VII. Earnings per shareXIV.2
(1) Basic loss per share (Yuan/share)(1.25)(0.69)
(2) Diluted earnings per share (Yuan/share)N/AN/A

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Company's Income Statement

Year ended December 31
Notes20242023
I. Operating incomeXV.61,801,7932,008,574
Less: Operating costsXV.61,566,3461,678,097
Taxes and surcharges10,8309,819
Selling and Distribution expenses7,4428,621
General and administrative expenses128,902125,154
Research and Development expenses4,69919,226
Financial expenses10,38435,061
Including: Interest expense34,07148,234
Interest income6,1098,584
Add: Investment income, net34,07029,818
Gain from changes in fair value (“-” means loss)326,340230,135
Credit impairment reversal (losses)-655
Asset Impairment reversal (losses)(160,041)(91,574)
Gain from disposal of assets86517
II. Operating Profit274,424301,647
Add: Non-operating income4,68910,800
Less: Non-operating expenses5841,546
III. Total profit278,529310,901
Less: Income tax expense (income)28,601(295)
IV. Net profit (loss)249,928311,196
V. Other comprehensive income, net of tax24,896(31,824)
(1) Items that will not be reclassified to profit or loss24,896(31,824)
(1.1) Re-measurement of defined benefit plan liability24,896(5,967)
(1.2) FV changes in other equity investment-(25,857)
VI. Total comprehensive income (loss) for the period274,824279,372

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Consolidated Cash Flow Statement

Year ended December 31
Notes20242023
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services27,271,86032,508,956
Refund of taxes and surcharges205,975153,866
Cash received relating to other operating activitiesV.56(1)548,629690,681
Sub-total of cash inflows from operating activities28,026,46433,353,503
Cash paid for goods and services16,805,90722,723,297
Cash paid to and on behalf of employees3,859,3694,425,057
Payments of taxes and surcharges600,027578,482
Cash paid relating to other operating activitiesV.56(2)3,000,5303,008,790
Sub-total of cash outflows from operating activities833,265,2430,735,626
Net cash flows provided by operating activitiesV.57(1)a3,760,6312,617,877
II. Cash flows from investing activities:
Cash received from disposal of investments117,325173,990
Cash received from returns of investments2,7054,637
Net cash received from disposal of fixed assets, intangible
assets and other long-term assets30272,739,701
Cash received relating to other investing activitiesV.56(3)42,3237,984
Sub-total of cash inflows from investing activities395,084256,312
Cash paid to acquire fixed assets, intangible assets and
other long-term assets1,423,5102,369,778
Cash paid for acquisition of investments-2,843
Net cash paid to acquire subsidiaries or other business units-148,460
Cash paid relating to other investing activitiesV.56(4)125,641123,484
Sub-total of cash outflows from investing activities1,549,1512,644,565
Net cash flows used in investing activities(1,154,067)(2,388,253)
III. Cash flows from financing activities:
Cash received from borrowings1,496,0573,636,887
Cash received from other financing activitiesV.56(5)1,029,6983,490,995
Sub-total of cash inflows from financing activities2,525,7557,127,882
Cash repayments of borrowings4,834,0404,175,881
Cash payment for dividends, profit distributions and interest1,127,3261,306,996
Including: Dividends paid to non-controlling interest69,51291,602
Cash paid relating to other financing activitiesV.56(6)523,5781,270,723
Sub-total of cash outflows from financing activities6,484,9446,753,600
Net cash flow provided by (used in) financing activities(3,959,189)374,282
IV. Effects of foreign exchange rate changes on cash and cash equiva-lent
equivalent79,23028,199
V. Net increase (decrease) in cash and cash equivalentsV.57(1)b(1,273,395)632,105
Add: Cash and cash equivalents at the beginning of the year4,857,3584,225,253
I. VI. Cash and cash equivalents at the end of the periodV.57(2)3,583,9634,857,358

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Company's Cash Flow Statement

Year ended December 31
Notes20242023
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services1,299,2021,276,375
Refund of taxes and surcharges73,70642,472
Cash received relating to other operating activitiesXV.7(1)17,17239,163
Sub-total of cash inflows from operating activities1,390,0801,358,010
Cash paid for goods and services953,2031,026,140
Cash paid to and on behalf of employees119,998124,860
Payments of taxes and surcharges16,62412,084
Cash paid relating to other operating activitiesXV.7(2)55,675156,722
Sub-total of cash outflows from operating activities1,145,5001,319,806
Net cash flows provided by operating activitiesXV.8244,58038,204
II. Cash flows from investing activities:
Cash received from returns of investments34,07029,818
Net cash received from disposal of fixed assets, intangible assets and other long-term assets97717
Cash received relating to other investing activitiesXV.7.(3)184,147131,042
Sub-total of cash inflows from investing activities219,194160,877
Cash paid to acquire fixed assets, intangible assets and other long-term assets27,41399,826
Cash paid for other investing activitiesXV.7.(4)-125,000
Sub-total of cash outflows from investing activities27,413224,826
Net cash flows provided by (used in) investing activities191,781(63,949)
III. Cash flows from financing activities:
Cash received from borrowings100,000760,000
Cash received relating to other financing activitiesXV.7.(5)9,88415,960
Sub-total of cash inflows from financing activities109,884775,960
Cash repayments of borrowings636,779730,046
Cash payment for dividends, profit distributions or interest33,819112,199
Cash paid relating to other financing activitiesXV.7.(6)5,74210,297
Sub-total of cash outflows from financing activities676,340852,542
Net cash flow used in financing activities(566,456)(76,582)
IV. Effects of foreign exchange rate changes on cash and cash equivalents12,0821,183
V. Net decrease in cash and cash equivalents(118,013)(101,144)
Add: Cash and cash equivalents at the beginning of the yearXV.8(2)157,186258,330
VI. Cash and cash equivalents at the end of the periodXV.8(2)39,173157,186

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Consolidated Statement of Changes in Shareholders’ Equity

For the year ended December 31, 2024

Share cap-italCapital re-serveOther compre-hensive in-comeSpecial re-servesSurplus reserveRetained earn-ingsTotalNon-controlling interestsTotal equity
I. Balance at January 1, 20242,329,81212,950,4641,675,89616,595273,6174,678,09121,924,475-21,924,475
II. Changes in equity for the period--45,132(5,797)24,993(2,997,709)(2,933,381)(2,933,381)
1. Total comprehensive loss--45,132--(2,903,204)(2,858,072)-(2,858,072)
2. Appropriation of profits----24,993(94,505)(69,512)-(69,512)
2.1 Transfer to surplus reserve----24,993(24,993)---
2.2 Distribution to non-controlling interest-----(69,512)(69,512)-(69,512)
3. Special reserve---(5,797)--(5,797)-(5,797)
3.1 Transfer to special reserve---9,442--9,442-9,442
3.2 Amount utilized---(15,239)--(15,239)-(15,239)
III. Balance at December 31, 20242,329,81212,950,4641,721,02810,798298,6101,680,38218,991,094-18,991,094

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)Statement of Changes in Shareholders’ Equity

For the year ended December 31, 2023

Share cap-italCapital re-serveOther compre-hensive in-comeSpecial reservesSurplus re-serveRetained earn-ingsTotalNon-controlling interestsTotal equity
I. Balance at January 1, 20232,329,81212,986,3331,080,59015,818242,4986,469,60423,124,655-23,124,655
II. Changes in equity for the period-(35,869)595,30677731,119(1,791,513)(1,200,180)-(1,200,180)
1. Total comprehensive income (loss)--595,306--(1,605,887)(1,010,581)-(1,010,581)
2. Owner’s contributions and reduction-(35,869)----(35,869)-(35,869)
2.1 Transactions with holders of non controlling interest-(35,869)----(35,869)-(35,869)
3. Appropriation of profits----31,119(185,626)(154,507)-(154,507)
3.1 Transfer to surplus reserve----31,119(31,119)--
3.2 Distribution to owners-----(62,905)(62,905)-(62,905)
3.3 Distribution to non-control-ling interest-----(91,602)(91,602)-(91,602)
4. Special reserve---777--777-777
4.1 Transfer to special reserve---10,021--10,021-10,021
4.2 Amount utilized---(9,244)--(9,244)-(9,244)
III. Balance at December 31, 20232,329,81212,950,4641,675,89616,595273,6174,678,09121,924,475-21,924,475

ADAMA Ltd Annual Report 2024

(Expressed in RMB '000)

Company's Statement of Changes in Shareholders’ Equity

For the year ended December 31, 2024

Share capitalCapital re-serveOther compre-hensive incomeSpecial reservesSurplus reserveRetained earningsTotal
I. Balance at January 1, 20242,329,81215,523,881(1,002)17,286273,617555,03718,698,631
II. Changes in equity for the period--24,896(5,797)24,993224,935269,027
1. Total comprehensive income--24,896--249,928274,824
2. Owner’s contributions and reduction-------
2.1 Repurchase of shares-------
2.2 Other-------
3. Appropriation of profits----24,993(24,993)-
3.1 Appropriations to surplus reserves----24,993(24,993)-
3.2 Transfer to Distribution to shareholders-------
4. Special reserve---(5,797)--(5,797)
4.1 Transfer to special reserve---9,442--9,442
4.2 Amount utilized---(15,239)--(15,239)
Ⅲ. Balance at December 31, 20242,329,81215,523,88123,89411,489298,610779,97218,967,658

For the year ended December 31, 2023

Share capitalCapital re-serveOther compre-hensive incomeSpecial reservesSurplus reserveRetained earningsTotal
I. Balance at January 1, 20232,329,81215,523,88130,82216,509242,498337,86518,481,387
II. Changes in equity for the period--(31,824)77731,119217,172217,244
1. Total comprehensive income--(31,824)--311,196279,372
2. Owner’s contributions and reduction-------
2.1 Repurchase of shares-------
2.2 Other-------
3. Appropriation of profits----31,119(94,024)(62,905)
3.1 Appropriations to surplus reserves----31,119(31,119)-
3.2 Transfer to Distribution to shareholders-----(62,905)(62,905)
4. Special reserve---777--777
4.1 Transfer to special reserve---10,021--10,021
4.2 Amount utilized---(9,244)--(9,244)
Ⅲ. Balance at December 31, 20232,329,81215,523,881(1,002)17,286273,617555,03718,698,631

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

I BASIC CORPORATE INFORMATION

ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established inChina with its head office located in Hubei Jingzhou.

In June 2020, the controlling shareholder of the Company changed from China National Agrochemical Co,.Ltd. (hereinafter – “CNAC") to Syngenta Group Co., Ltd. (hereinafter “Syngenta Group”). As of August2021, following the combination between China National Chemical Co., Ltd. (hereinafter - “ChemChina”)and Sinochem Holdings Corporation Ltd. (hereinafter - “Sinochem Holdings”), Syngenta Group, and subse-quently the Company, are ultimately controlled by Sinochem Holdings - parent of both ChemChina andSinochem Group Co., Ltd. (hereinafter “Sinochem Holdings”), subordinated to SASAC.

The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engagedin development, manufacturing and marketing of agrochemicals, intermediate materials for other industries,food additives and synthetic aromatic products, mainly for export. For information about the largest subsid-iaries of the Company, refer to Note VII.

The Company’s consolidated financial statements had been approved by the Board of Directors of the Com-pany on March 12, 2025.

Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities",whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope".

II BASIS OF PREPARATION

1. Basis of preparation

The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance(the "MoF"). In addition, the Group has disclosed relevant financial information in these financial statementsin accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to thePublic No. 15-General Provisions on Financial Reporting (revised by China Securities Regulatory Com-mission (hereinafter "CSRC”) in 2023).

2. Accrual basis and measurement principle

The Group has adopted the accrual basis of accounting. Except for certain financial instruments which aremeasured at fair value, deferred tax assets and liabilities, assets and liabilities relating to employee benefits,provisions, and investments in associated companies and joint ventures, the Group adopts the historical costas the principle of measurement in the financial statements. Where assets are impaired, provisions for assetimpairment are made in accordance with relevant requirements.

In the historical cost measurement, assets obtained shall be measured at the amount of cash or cash equiva-lents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of cash orassets received, or the contractual amount in a present obligation, or the prospective amount of cash or cashequivalents paid to discharge the liabilities.

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,willing market participants in an arm’s length transaction at the measurement date. Fair value measured anddisclosed in the financial statements are determined on this basis whether it is observable or estimated byvaluation techniques.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

II BASIS OF PREPARATION - (cont’d)

2. Accrual basis and measurement principle - (cont’d)

The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fairvalue input is observable and significant to the fair value measurement as a whole:

Level 1 - based on quoted prices (unadjusted) in active markets;

Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value

measurement is observable (other than quoted prices included within Level 1), either directly orindirectly;

Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value

measurement is unobservable.

3. Going concern

The financial statements have been prepared on the going concern basis.

The Group has performed going concern assessment for the following 12 months from December 31,2024and have not identified any significant doubtful matter or event on the going concern, as such the financialstatement have been prepared on the going concern basis.

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

1. Statement of compliance

These financial statements are in compliance with the Accounting Standards for Business Enterprises to trulyand completely reflect the Company's consolidated financial position as at December 31, 2024 and the Com-pany's consolidated operating results, changes in shareholders' equity and cash flows for the twelve monthsthen ended.

2. Accounting period

The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December.

3. Business cycle

The company takes the period from the acquisition of assets for processing to their realisation in cash or cashequivalents as a normal operating cycle. The operating cycle for the company is 12 months.

4. Reporting currency

The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional cur-rency. Functional currencies of overseas subsidiaries are determined on the basis of the principal economicenvironment in which the overseas subsidiaries operate. The functional currency of the overseas subsidiariesis mainly the United States Dollar (hereinafter "USD"). The presentation currency of these financial state-ments is Renminbi.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

5. Criteria of determining material item in the report and its benchmark

ItemBenchmark for Material Item
Material construction in progress projectsIndividual construction in progress project with a budget higher than RMB 100 million

6. Business combinations

6.1 Business combinations not involving enterprises under common control and goodwill

A business combination not involving enterprises under common control is a business combination in whichall of the combining enterprises are not ultimately controlled by the same party or parties before and afterthe combination.

The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed andequity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree.

The intermediary costs such as audit, legal services and assessment consulting costs and other related man-agement costs that are directly attributable to the combination by the acquirer are charged to profit or loss inthe period in which they are incurred. Direct capital issuance costs incurred in respect of equity instrumentsor liabilities issued pursuant to the business combination should be charged to the respect equity instrumentsor liabilities upon initial recognition of the underlying equity instruments or liabilities.

The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a businesscombination, that meet the recognition criteria shall be measured at fair value at the acquisition date.

The consideration transferred includes the fair value of any contingent consideration. (such as earnout ar-rangements with the former shareholders). After the acquisition date, the Group recognizes changes in thefair value of contingent consideration classified as a financial liability at fair value through profit or loss.

Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiablenet assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost oninitial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of theacquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for thecurrent year.

The goodwill raised because of the business combination should be separately disclosed in the consolidatedfinancial statement and measured by the initial amount less any accumulative impairment provision.

In a business combination achieved in stages, the Group remeasure its previously held equity interest in theacquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

7. Basis for preparation of consolidated financial statements

The scope of consolidation in consolidated financial statements is determined on the basis of control. Controlis achieved when the Company has power over the investee; is exposed, or has rights, to variable returnsfrom its involvement with the investee; and has the ability to use its power to affect its returns.

For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal(the date when control is lost) are included in consolidated income statement and consolidated statement ofcash flows.

For a subsidiary acquired through a business combination not involving enterprises under common control,the operating results and cash flows from the acquisition date (the date when control is obtained) are includedin consolidated income statement and consolidated statement of cash flows.

The significant accounting policies and accounting years adopted by the subsidiaries are determined basedon the uniform accounting policies and accounting years set out by the Company.

All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation.

The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling inter-ests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balance sheet.The portion of net profits or losses of subsidiaries for the period attributable to non-controlling interests ispresented as "non-controlling interests" in consolidated income statement below the "net profit" line item.Total comprehensive income attributable to non-controlling shareholders is presented separately in the con-solidated income statement below the total comprehensive income line item.

When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary ex-ceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary,the excess amount is still allocated against non-controlling interests.

Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result inthe loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of theCompany's interests and non-controlling interests are adjusted to reflect the changes in their relative interestsin the subsidiary. The difference between the amount by which the non-controlling interests are adjusted andthe fair value of the consideration paid or received is adjusted to capital reserve under owners' equity. If thecapital reserve is not sufficient to absorb the difference, the excess is adjusted against retained earnings.Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders ofthe company.

A put option issued by the Group to holders of non-controlling interests that is settled in cash or other finan-cial instrument is recognized as a liability at the present value of the exercise price (according to the "antic-ipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of the holders ofthe non-controlling interests to which the Group issued a put option.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

7. Basis for preparation of consolidated financial statements - (cont’d)

In cases which the Group has a Call option in addition to the Put option above, due to the anticipated acqui-sition method implementation no value is given to the Call option in the consolidated financial statements.

When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons,any retained interest is re-measured at its fair value at the date when control is lost. The difference between(i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii)the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according tothe original proportion of ownership interest is recognized as investment income in the period in whichcontrol is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to invest-ment income in the period in which control is lost.

8. Classification and accounting methods of joint arrangement

There are two types of joint arrangements – joint operations and joint ventures. The type of joint arrange-ments is determined based on the rights and obligations of joint operator to the joint arrangements by con-sidering the factors, such as the structure, the legal form of the arrangements, and the contractual terms, etc.A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligationsfor the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the joint ven-tures have rights to the net assets of the arrangement.

9. Cash and cash equivalents

Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents arethe Group's short-term, highly liquid investments that are readily convertible to known amounts of cash andwhich are subject to an insignificant risk of changes in value.

10. Translation of transactions and financial statements denominated in foreign currencies

10.1 Transactions denominated in foreign currencies

On initial recognition, foreign currency transactions are translated into functional currency using the spotexchange rate prevailing at the date of transaction.

At the balance sheet date, foreign currency monetary items are translated into functional currency using thespot exchange rates at the balance sheet date. Exchange differences arising from the differences between thespot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previousbalance sheet date are recognized in profit or loss for the period, except that (i) exchange differences relatedto a specific-purpose borrowing denominated in foreign currency that qualify for capitalization are capital-ized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differencesrelated to hedging instruments for the purpose of hedging against foreign currency risks are accounted forusing hedge accounting.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

10. Translation of transactions and financial statements denominated in foreign currencies - (cont’d)

10.1 Transactions denominated in foreign currencies - (cont’d)

When preparing financial statements involving foreign operations, if there is any foreign currency monetaryitems, which in substance forms part of the net investment in the foreign operations, exchange differencesarising from the changes of foreign currency are recorded as other comprehensive income, and will be re-classified to profit or loss upon disposal of the foreign operations.

Foreign currency non-monetary items measured at historical cost are translated to the amounts in functionalcurrency at the spot exchange rates on the dates of the transactions and the amounts in functional currencyremain unchanged.

10.2 Translation of financial statements denominated in foreign currency

For the purpose of preparing consolidated financial statements, financial statements of a foreign operationare translated from the foreign currency into RMB using the following method: assets and liabilities on thebalance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equityitems, except for retained earnings, are translated at the spot exchange rates at the dates on which such itemsarose; all items in the income statement as well as items reflecting the distribution of profits are translated ataverage rate or at spot exchange rates on the dates of the transactions; the retained earnings opening balanceis previous year's translated retained earnings closing balance; the closing balance of retained earnings iscalculated and presented on the basis of each translated income statement and profit distribution item. Thedifference between the translated assets and the aggregate of liabilities and shareholders' equity items isrecorded as other comprehensive income. Cash Flows arising from transaction in foreign currency and thecash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow, theeffect of exchange rate changes on the cash and cash equivalents is regarded as a reconciling item and presentseparately in the statement “effect of foreign exchange rate changes on the cash and cash equivalents".

The opening balances and the comparative figures of prior year are presented at the translated amounts inthe prior year's financial statements.

On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over aforeign operation due to disposal of certain equity interest in it or other reasons, the Group transfers theaccumulated translation differences, which are attributable to the owners' equity of the Company and pre-sented under other comprehensive income to profit or loss in the period in which the disposal occurs.

In case of a disposal or other reason that does not result in the Group losing control over a foreign operation,the proportionate share of accumulated translation differences are re-attributed to non-controlling interestsand are not recognized in profit and loss. For partial disposals of equity interest in foreign operations, whichare associates or joint ventures, the proportionate share of the accumulated translation differences are reclas-sified to profit or loss.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments

The Group recognizes a financial asset or a financial liability when it becomes a party to the contractualprovisions of the instrument. At initial recognition, the Group measures a financial asset or financial liabilityat its fair value plus or minus (which is not measured at fair value through profit or loss) transaction coststhat are directly attributable to the acquisition or issue of the financial asset or financial liability. Initialrecognition in trade receivables which do not contain a significant financing component, shall be made ac-cording to their transaction price.

11.1 Classification and measurement of financial assets

After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value throughother comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”).

11.1.1 Financial assets at amortised cost

A financial asset is measured at amortised cost if both of the following conditions are met: (a) the financialasset is held within a business model whose objective is to hold financial assets in order to collect contractualcash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows thatare solely payments of principal and interest on the principal amount outstanding.Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains orlosses upon impairment and derecognition are recognized in profit or loss.

11.1.1.1 Effective interest method and amortised cost

Effective interest rate represents the rate that discounts the future cash flow over the expected subsistingperiod or shorter period, if appropriate, of the financial asset or financial liability to the current carryingvalue of such financial asset or financial liability.

When calculating the effective interest rate, the Group will consider the anticipated future cash flow (notconsidering the future credit loss) on the basis of all contract clauses of financial assets or financial liabilities,as well as consider all kinds of charges which are an integral part of the effective interest rate, includingtransaction fees and discount or premium paid or received between both parties of financial asset or financialliability contract.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments - (cont’d)

11.1 Classification and measurement of financial assets - (cont’d)

11.1.2 Financial assets at FVTOCI

A financial asset is measured at fair value through other comprehensive income if both of the followingconditions are met: (a) the financial asset is held within a business model whose objective is achieved byboth collecting contractual cash flows and selling financial assets and (b) the contractual terms of the finan-cial asset give rise on specified dates to cash flows that are solely payments of principal and interest on theprincipal amount outstanding.

A gain or loss on a financial asset measured at fair value through other comprehensive income is recognizedin other comprehensive income, except for impairment gains or losses, foreign exchange gains and lossesand interest calculated using the effective interest method, until the financial asset is derecognized or reclas-sified. When the financial asset is derecognized the cumulative gain or loss previously recognized in othercomprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

11.1.3 Financial assets at FVTPL

Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated asfinancial assets at FVTPL.

A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doingso eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to asan ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing thegains and losses on them on different bases.

A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is partof a hedging relationship. Dividends are recognized in profit or loss.

11.1.4 Designated financial assets at FVTOCI

At initial recognition, the Group makes an irrevocable election to designate to FVTOCI an investment in anequity instrument that is not held for trading.

When a non-trading equity instrument investment is designated as a financial asset that is measured at fairvalue through other comprehensive income, the changes in the fair value of the financial asset are recognisedin other comprehensive income. Upon realization the accumulated gains or losses from other comprehensiveincome are transferred from other comprehensive income and included in retained earnings. During the pe-riod in which the Group holds these non-trading investment instruments, the right to receive dividends in theGroup has been established, and the economic benefits related to dividends are likely to flow into the Group,and when the amount of dividends can be reliably measured, the dividend income is recognized in the currentprofit and loss.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments - (cont’d)

11.2 Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets that are classified toamortised cost and FVTOCI.

The Group always measures the loss allowance at an amount equal to lifetime expected credit losses fortrade receivables and notes receivables.

For financial assets other than trade receivables, the Group initially measure the loss allowance for thatfinancial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date, ifthe credit risk on that financial instrument has increased significantly since initial recognition, the Groupmeasures the loss allowance for a financial instrument at an amount equal to the lifetime expected creditlosses. The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected creditlosses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized.

11.2.1 Significant increases in credit risk

At each balance sheet date, the Group assesses whether the credit risk on a financial instrument has in-creased significantly since initial recognition.

The Group mainly considers the following list of information in assessing changes in credit risk:

(a) significant changes in internal price indicators of credit risk as a result of a change in credit risk sinceinception.(b) significant changes in external market indicators of credit risk for a particular financial instrument

or similar financial instruments with the same expected life.(c) a significant change in the debtors’ ability to meet its debt obligations.(d) an actual or expected significant change in the operating results of the debtor.(e) significant increases in credit risk on other financial instruments of the same debtor.(f) an actual or expected significant adverse change in the regulatory, economic, or technological envi-

ronment of the debtor.(g) significant changes in the value of the collateral supporting the obligation or in the quality of third-

party guarantees or credit enhancements, which are expected to reduce the debtor’s economic

incentive to make scheduled contractual payments or to otherwise have an effect on the probability

of a default occurring.(h) significant changes that are expected to reduce the receivable’s economic incentive to make

scheduled contractual payments.(i) significant changes in the expected performance and behaviour of the debtor.

The Group assumes that the credit risk on a financial instrument has not increased significantly since initialrecognition if the financial instrument is determined to have low credit risk at the reporting date.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments - (cont’d)

11.2 Impairment of financial assets - (cont’d)

11.2.2 Credit-impaired financial asset

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimatedfuture cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impairedinclude observable data about the following events:

(a) significant financial difficulty of the issuer or the receivable;(b) a breach of contract, such as a default or past due event;(c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’s finan-

cial difficulty, having granted to the receivable a concession(s) that the lender(s) would not otherwiseconsider;(d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization;

11.2.3 Recognition of expected credit losses

Expected credit losses of financial instruments are determined as the present value of the difference be-tween: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flows thatthe entity expects to receive.

For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected creditlosses as the difference between the asset’s gross carrying amount and the present value of estimated futurecash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognizedin profit or loss as an impairment gain or loss.

The Group measures expected credit losses of a financial instrument in a way that reflects:

(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possibleoutcomes;(b) the time value of money; and

(c) reasonable and supportable information that is available without undue cost or effort at the reportingdate about past events, current conditions and forecasts of future economic conditions.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments - (cont’d)

11.2 Impairment of financial assets - (cont’d)

11.2.4 Written-off of financial assets

The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonableexpectations of recovering a financial asset in its entirety or a portion thereof. A write-off constitutes aderecognition event.

11.3 Transfer of financial asset

The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractualrights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred andsubstantially all the risks and rewards of ownership of the financial asset transferred to the transferee; or (iii)although the financial asset has been transferred, the Group neither transfers nor retains substantially all therisks and rewards of ownership of the financial asset but has not retained control of the financial asset.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financialasset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its contin-uing involvement in the transferred financial asset and recognizes an associated liability. The extent of theGroup’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in thevalue of the transferred asset.

When the company is derecognizing a financial asset in its entirety, the difference between (i) the carryingamount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer isrecognized in profit or loss.

11.4 Classification and measurement of financial liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with thesubstance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

All financial liabilities are subsequently measured at FVTPL or other financial liabilities.

Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it isdesignated as at FVTPL. The financial liability other than derivative financial liabilities are stated as liabil-ities held for trading.

Other financial liabilities are subsequently measured at amortized cost by using effective interest method.Gain or loss arising from derecognition or amortization is recognized in current profit or loss.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

11. Financial instruments - (cont’d)

11.5 Derecognition of financial liabilities

Financial liabilities are derecognized in full or in part only when the present obligation is discharged in fullor in part. An agreement entered into force between the Group (debtor) and a creditor to replace the originalfinancial liabilities with new financial liabilities with substantially different terms, derecognize the originalfinancial liabilities as well as recognize the new financial liabilities. When financial liabilities is derecog-nized in full or in part, the difference between the carrying amount of the financial liabilities derecognizedand the consideration paid (including transferred non-cash assets or new financial liability) is recognized inprofit or loss for the current period.

11.6 Derivatives

Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchangeoptions, etc. Derivatives are initially measured at fair value at the date when the derivative contracts areentered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profitor loss unless the derivative is designated and highly effective as a hedging instrument, in which case thetiming of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 32.1).

11.7 Offsetting financial assets and financial liabilities

Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not beoffset, except for circumstances where the Group has a legal right that is currently enforceable to offset therecognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realizethe financial asset and settle the financial liability simultaneously, a financial asset and a financial liabilityshall be offset and the net amount is presented in the balance sheet.

11.8 Equity instruments

The consideration received from the issuance of equity instruments net of transaction costs is recognized inshareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issuedequity instruments are deducted from shareholders’ equity.

When the Company repurchases its own shares, those shares are treated as treasury shares. All expendituresrelating to the repurchase are recorded in the cost of the treasury shares, with the transaction entering intothe share capital. Treasury shares are excluded from profit distributions and are stated as a deduction undershareholders’ equity in the balance sheet.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

12. Accounts receivables

Accounts receivables are assessed for impairment on a collective group and/or on an individual basis asfollows:

Expected credit losses in respect of accounts receivables is measured at an amount equal to lifetime expectedcredit losses. The assessment is made collectively for account receivables, where receivables share similarcredit risk characteristics based on geographical location, using the expected credit losses model includinginter-alia aging analysis, historical loss experiences adjusted by the observable factors reflecting current andexpected future economic conditions. The ratio of the account receivables collective provision for expectedcredit losses in which credit losses has not occurred is between 0%-4.36%.

When credit risk on accounts receivable has increased significantly since initial recognition, the group rec-ords specific provision or collective provision, which is determined for groups of similar assets in countriesin which there are large number of customers with immaterial balances.

In assessing whether the credit risk on accounts receivables has increased significantly since initial recogni-tion, the Group compares the risk of a default occurring on the accounts receivables at the reporting datewith the risk of a default occurring on the accounts receivables at the date of initial recognition and considersboth quantitative and qualitative information that is reasonable and supportable, including observable datathat comes to the attention of the Group about loss events such as a significant decline in the solvency of anindividual debtor or the portfolio of debtors, and significant changes in the financial condition that have anadverse effect on the debtor.

13. Receivables financing

All receivbales financing are bank acceptance notes due within 1 year. From the past experience, the possi-bility of significant losses due to banks default is low, the Group believes that there is no significant creditrisk in the bank acceptances notes held.

14. Other receivables

The Group determines expected credit losses for other receivables on an individual basis.

15. Inventories

15.1 Categories of inventories and initial measurement

The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished goodsand reusable materials. Reusable materials include low-value consumables, packaging materials and othermaterials, which can be used repeatedly but do not meet the definition of fixed assets.

Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of con-version and other expenditures incurred in bringing the inventories to their present location and conditionincluding direct labor costs and an appropriate allocation of production overheads.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

15. Inventories - (cont’d)

15.2 Valuation method of inventories upon delivery

The actual cost of inventories upon delivery is calculated using the weighted average method.

15.3 Basis for determining net realizable value of inventories and provision methods for decline in value of in-

ventories

At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the netrealizable value is below the cost of inventories, a provision for decline in value of inventories is made. Netrealizable value is the estimated selling price in the ordinary course of business less the estimated costs ofcompletion, the estimated costs necessary to make the sale and relevant taxes. In determining the realizablevalue of inventory, it is based on solid evidence obtained, while also considering the purpose of holding theinventory and the impact of events after the balance sheet date.

After the provision for decline in value of inventories is made, if the circumstances that previously causedinventories to be written down below cost no longer exist so that the net realizable value of inventories ishigher than their carrying amount, the original provision for decline in value is reversed and the reversal isincluded in profit or loss for the period.

15.4 The perpetual inventory system is maintained for stock system.

16. Long-term equity investments

Long-term equity investments include investments in subsidiaries, joint ventures and associates.

16.1 Basis for determining control, joint control and significant influence over investee

Control is achieved when the Company has power over the investee; is exposed, or has rights, to variablereturns from its involvement with the investee; and has the ability to use its power to affect its returns.

Joint control is the contractually agreed sharing of control over an economic activity, and exists only whenthe strategic financial and operating policy decisions relating to the activity require the unanimous consentof the parties sharing control.

Significant influence is the power to participate in the financial and operating policy decisions of the investeebut is not control or joint control over those policies.

When determining whether an investing enterprise is able to exercise control or significant influence overan investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts)held by the investing enterprises or other parties that are currently exercisable or convertible shall be con-sidered.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

16. Long-term equity investments - (cont’d)

16.2 Determination of investment cost

Subsidiaries are the companies that are controlled by the Company. Associates are the companies over whichthe Group has significant influence. Joint ventures are joint arrangements over which the Group has jointcontrol along with other investors and has rights to the net assets of the joint arrangement.

The Company accounts for the investment in subsidiaries at historical cost in the Company's financial state-ments. Investments in associates and joint ventures are accounted for under equity method.

For a long-term equity investment acquired through a business combination involving enterprises undercommon control, the investment cost of the long-term equity investment is the share of the carrying amountof the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date of combi-nation. The difference between initial investment cost and cash paid, non-cash assets transferred and bookvalue of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve is not sufficient toabsorb the difference, any excess is adjusted to retained earnings.

For a long-term equity investment acquired through business combination not involving enterprises undercommon control, the investment cost of the long-term equity investment is the cost of acquisition. For abusiness combination not involving enterprises under common control achieved in stages that involves mul-tiple exchange transactions, the initial investment cost is carried at the aggregate of the carrying amount ofthe acquirer’s previously held equity interest in the acquiree and the new investment cost incurred on theacquisition date.

Regarding the long-term equity investment acquired otherwise than through a business combination, if thelong-term equity investment is acquired by cash, the historical cost is determined based on the amount ofcash paid and payable; if the long-term equity investment is acquired through the issuance of equity instru-ments, the historical cost is determined based on the fair value of the equity instruments issued.

16.3 Subsequent measurement and recognition of profit or loss

If the long-term equity investment is accounted for at cost, it should be measured at historical cost lessaccumulated impairment losses. Dividend declared by the investee should be accounted for as investmentincome.

Under the equity method, where the long-term equity investment initial investment cost exceeds the Group’sshare of the fair value of the investee’s identifiable net assets at the time of acquisition, no adjustment ismade to the initial investment cost. Where the initial investment cost is less than the Group’s share of thefair value of the investee’s identifiable net assets at the time of acquisition, the difference is recognized inprofit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

16. Long-term equity investments - (cont’d)

16.3 Subsequent measurement and recognition of profit or loss - (cont’d)

Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensiveincome of the investee for the period as investment income or loss and other comprehensive income for theperiod. The Group recognizes its share of the investee’s net profit or loss based on the fair value of theinvestee’s individual separately identifiable assets, etc. at the acquisition date after making appropriate ad-justments to be confirmed with the Group's accounting policies and accounting period. The Group discon-tinues recognizing its share of net losses of the investee after the carrying amount of the long-term equityinvestment together with any long-term interests that in substance form part of its net investment in theinvestee is reduced to zero. If the Group has incurred obligations to assume additional losses of the investee,a provision is recognized according to the expected obligation, and recorded as investment loss for the period.

16.4 Methods of impairment assessment and determining the provision for impairment loss

If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than theircarrying amounts, an impairment loss should be recognized to reduce the carrying amounts to the recoverableamounts (Note III 23).

16.5 The disposal of long-term equity investment

On disposal of a long term equity investment, the difference between the proceeds actually received andreceivable and the carrying amount is recognized in profit or loss for the period.

17. Investment properties

Investment property refers to real estate held to earn rentals or for capital appreciation, or both, includingleased land use rights, land use rights held and provided for transferring after appreciation and leased con-structions, etc.

Investment property is initially measured at cost. Subsequent expenditures related to an investment propertyshall be included in cost of investment property only when the economic benefits associated with the assetwill likely flow to the Group and its cost can be measured reliably. All other subsequent expenditures oninvestment property shall be included in profit or loss for the current period when incurred.

The Group adopts cost method for subsequent measurement of investment property, which is depreciated oramortized using the same policy as that for buildings and land use rights.

When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal ofthe property net of the carrying amount and related taxes and surcharges is recognized in profit or loss forthe current period.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

18. Fixed assets

18.1 Recognition criteria for fixed assets

Fixed assets include land owned by the Group and buildings, machinery and equipment, motor vehicles,office equipment and others.

Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrativepurposes, and have useful lives of more than one accounting year. A fixed asset is recognized only when itis probable that economic benefits associated with the asset will flow to the Group and the cost of the assetcan be reliably measured. Purchased or constructed fixed assets are initially measured at cost when acquired.

Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it isprobable that economic benefits associated with the asset will flow to the Group and the subsequent expend-itures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the periodin which they are incurred.

18.2 Depreciation of each category of fixed assets

Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value overits useful life using the straight-line method since the month subsequent to the one in which it is ready forintended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairmentover the estimated remaining useful life of the asset.

The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciationmethod applied at least once at each financial year-end, and account for any change as a change in an ac-counting estimate.

The estimated useful life, estimated net residual value and annual depreciation rate of each category of fixedassets are as follows:

CategoryDepreciationUseful life (years)Residual value (%)Annual deprecia-tion rate (%)
Buildingsthe straight-line method15-500-41.9-6.7
Machinery and equipmentthe straight-line method3-220-44.4-33.3
Office and other equipmentthe straight-line method3-170-45.6-33.3
Motor vehiclesthe straight-line method5-90-210.9-20.0

Overseas Land owned by the Group is not depreciated.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

18. Fixed assets - (cont’d)

18.3 Other explanations

If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use ordisposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, theamount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognizedin profit or loss for the period.

The difference between recoverable amounts of the fixed assets under the carrying amount is referred to asimpairment loss (Note III 23).

19. Construction in progress

Construction in progress is measured at its actual costs. The actual costs include various construction, instal-lation costs, borrowing costs capitalized and other expenditures incurred until such time as the relevant assetsare completed and ready for its intended use. When the asset concerned is ready for its intended use, the costof the asset is transferred to fixed assets and depreciated starting from the following month.

The difference between recoverable amounts of the construction in progress under the carrying amount isreferred to as impairment loss (Note III 23).

20. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset arecapitalized when expenditures for such asset and borrowing costs are incurred and activities relating to theacquisition, construction or production of the asset that are necessary to prepare the asset for its intended useor sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired,constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequentlyshould be charged to profit or loss. Capitalization of borrowing costs is suspended during periods in whichthe acquisition, construction or production of a qualifying asset is suspended abnormally and when the sus-pension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition,construction or production of the asset is resumed.

Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized isthe actual interest expenses incurred on that borrowing for the period less any bank interest earned fromdepositing the borrowed funds before being used on the asset or any investment income on the temporaryinvestment of those funds.

Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interestto be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excessof cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalizationrate is the weighted average of the interest rates applicable to the general-purpose borrowings.

During the capitalization period, exchange differences on foreign currency specific-purpose borrowing arefully capitalized whereas exchange differences on foreign currency general-purpose borrowing, charged toprofit or loss.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

21. Intangible assets

21.1 Valuation methods, useful life, impairment test

The Group’s intangible assets include product registration assets, intangible assets upon purchase of products,marketing rights and rights to use tradenames and trademarks, land use rights, software and customer rela-tions. Intangible assets are stated at cost less accumulated amortization and impairment losses.

When an intangible asset with a finite useful life is available for use, its original cost less any accumulatedimpairment losses is amortized over its estimated useful life using the straight-line method. An intangibleasset with an indefinite useful life is not amortized.

For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method atthe end of the year, and makes adjustments when necessary.

The respective amortization periods for such intangible assets are as follows:

ItemAmortization period (years)
Land use rights49-50 years
Product registration8-11 years
Intangible assets on purchase of products7-11, 20 years
Marketing rights, tradename and trademarks4-10, 30 years
Exclusivity agreement21 years
Software3-5 years
Customer relations5-10, 13 years

The difference between recoverable amounts of the intangible assets under the carrying amount is referredto as impairment loss (see Note III 23).

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

21. Intangible assets - (cont’d)

21.2 Research and development expenditure

Internal research and development project expenditures were classified into research expenditures and de-velopment expenditures depending on its nature and the greater uncertainty whether the research activitiesbecoming to intangible assets.

Expenditure during the research phase is recognized as an expense in the period in which it is incurred.Expenditure during the development phase that meets all of the following conditions at the same time isrecognized as intangible asset:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;- The Group has the intention to complete the intangible asset and use or sell it;- The Group can demonstrate the ways in which the intangible asset will generate economic benefits;- The availability of adequate technical, financial and other resources to complete the development and the

ability to use or sell the intangible asset;- The expenditure attributable to the intangible asset during its development phase can be reliably meas-ured.

Expenditures that do not meet all of the above conditions at the same time are recognized in profit or losswhen incurred. If the expenditures cannot be distinguished between the research phase and developmentphase, the Group recognizes all of them in profit or loss for the period. Expenditures that have previouslybeen recognized in the profit or loss would not be recognized as an asset in subsequent years. Those expend-itures capitalized during the development stage are recognized as development costs incurred and will betransferred to intangible asset when the underlying project is ready for an intended use.

The research and development expenditure includes salaries and welfare expenses of personnel directly en-gaged in research and development activities, depreciation expenses of instruments and equipment used inresearch and development activities, expenses for field trial and professional services, materials consumedand lease and maintenance expenses related to research and development activities.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

22. Goodwill

The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fairvalue of the identifiable net assets of the acquiree under a business combination not involving enterprisesunder common control.

Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses (seeNote III 23). On disposal of an asset group

or a set of asset groups, any attributable goodwill is written offand included in the calculation of the profit or loss on disposal.

23. Impairment of long-term assets

The Company assesses at each balance sheet date whether there is any indication that the fixed assets, con-struction in progress, right of use assets, intangible assets with finite useful lives, investment propertiesmeasured at historical cost, investments in subsidiaries, joint ventures and associates may be impaired. Ifthere is any indication that such assets may be impaired, recoverable amounts are estimated for such assets.The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value ofthe future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount onan individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Groupdetermines the recoverable amount of the asset group to which the asset belongs. Identification of an assetgroup is based on whether major cash inflows generated by the asset group are largely independent of thecash inflows from other assets or asset groups.

Goodwill arising from a business combination is tested for impairment at least at each year end, irrespectiveof whether there is any indication that the asset may be impaired. For the purpose of impairment testing, thecarrying amount of goodwill acquired in a business combination is allocated from the acquisition date on areasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups,it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groupsis an asset group or set of asset group that is able to benefit from the synergies of the business combinationand shall not be larger than a reportable segment determined by the Group. If the carrying amount of theasset group or set of asset groups is higher than its recoverable amount, the amount of the impairment lossfirst reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups, andthen the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups,pro rata based on the carrying amount of each asset.

Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period.

24. Contract liabilities

Contract liabilities refer to the Group’s obligation to transfer goods or services to a customer for which theGroup has received consideration from the customer.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

25. Employee benefits

25.1 Short-term employee benefits

Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis, andthe expense is recorded when the related service is provided. A provision for short-term employee benefitsin respect of cash bonuses is recognized in the amount expected to be paid where the Group has a currentlegal or constructive obligation to pay the said amount for services provided by the employee in the past andthe amount can be estimated reliably.

25.2 Post-employment benefits

Post-employment benefits are classified into defined contribution plans and defined benefit plans.

A defined contribution plan is a post-employment benefit plan under which the Group pays contributions toa separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contri-butions to defined contribution plans are recognized as an expense in profit or loss in the periods duringwhich related services are rendered by employees.

Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans.In accordance with the projected unit credit method, the Group measures the obligations under defined ben-efit plans using unbiased and mutually compatible actuarial assumptions to estimate related demographicvariables and financial variables, and discount obligations under the defined benefit plans to determine thepresent value of the defined benefit liability. The discount rate used is the yield on the reporting date onhighly-rated corporate debentures denominated in the same currency, that have maturity dates approximatingthe terms of the Group’s obligation.

The Group attributes benefit obligations under a defined benefit plan to periods of service provided by re-spective employees. Service cost and interest expense on the defined benefit liability are charged to profit orloss and remeasurements of the defined benefit liability are recognized in other comprehensive income.

25.3 Termination benefits

When the Group terminates the employment with employees or provides compensation under an offer toencourage employees to accept voluntary redundancy, a provision is recognized with a corresponding ex-pense in profit or loss at the earlier of when the Group can no longer withdraw the offer of the terminationbenefit and when it recognises any related restructuring costs.If the benefits are payable more than 12 months after the end of the reporting period, they are discounted totheir present value. The discount rate used is the yield on the reporting date on highly-rated corporate de-bentures denominated in the same currency, that have maturity dates approximating the terms of the Group’sobligation.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

25. Employee benefits - (cont’d)

25.4 Other long-term employee benefits

The Group’s net obligation for long-term employee benefits, which are not attributable to post-employmentbenefit plans, is for the amount of the future benefit to which employees are entitled for services that wereprovided during the current and prior periods.The amount of these benefits is discounted to its present value and the fair value of the assets related to theseobligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-ratedcorporate debentures denominated in the same currency, that have maturity dates approximating the termsof the Group’s obligation.

26. Share-based payment

Share-based payment refers to the transaction in order to acquire the service offered by the employees orother parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-basedpayment classified into equity-settled share-based payment and cash-settled share-based payment.

26.1 Cash-settled share-based payment

The cash-settled share-based payment should be measured according to the fair value of the liabilities rec-ognized based on the shares or other equity instrument undertaken by the Company. For cash-settled share-based payment made in return for the rendering of employee services that cannot be exercised until theservices are fully provided during the vesting period or specified performance targets are met, on each bal-ance sheet date within the vesting period, the services acquired in the current period shall, based on the bestestimate of the number of exercisable instruments, be recognized in relevant expenses and the correspondingliabilities at the fair value of the liability incurred by the Company.

On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the Com-pany should re-measure the fair value of the liabilities and the changes should be included in the currentperiod profit and loss.

27. Provisions

Provisions are recognized when the Group has a present obligation related to a contingency, it is probablethat an outflow of economic benefits will be required to settle the obligation, and the amount of the obligationcan be measured reliably.

The amount recognized as a provision is the best estimate of the consideration required to settle the presentobligation at the settlement date, taking into account factors pertaining to a contingency such as the risks,uncertainties and time value of money. Where the effect of the time value of money is material, the amountof the provision is determined by discounting the related future cash outflows. The increase in the provisiondue to passage of time is recognized as interest expense.

If all or part of the provision settlements is reimbursed by third parties, when the realization of income isvirtually certain, then the related asset should be recognized. However, the amount of related asset recog-nized should not be exceeding the respective provision amount.

At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

28. Revenue

Revenue of the Group is mainly from sale of goods.

The Group recognizes revenue when transferring goods to a customer, at the amount of the transaction price.The timing of transferring the control of goods changes according to the specific terms of the sale contract.Regarding sales of products, transfer of the control of goods generally occurs when the products arrive at thecustomer’s warehouse, while for certain overseas shipments the transfer occurs when the products are loadedon the shipper’s transport vehicles.

Transaction price is the amount of consideration to which an entity expects to be entitled in exchange fortransferring goods to a customer, excluding amounts collected on behalf of third parties.

Variable consideration

Variable consideration includes sales with a right of return (see below), refunds, discounts, volume rebatesetc. The amounts of variable consideration are estimated using the Group’s past experience in the relevantmarkets. The Group includes in the transaction price the amounts of variable consideration only to the extentthat it is highly probable that a significant reversal in the amount of cumulative revenue recognized will notoccur when the uncertainty associated with the variable consideration is subsequently resolved.

Significant financing component

For a contract with a significant financing component, the Group recognize revenue at an amount that reflectsthe price that a customer would have paid for the goods if the customer had paid cash for those goods atreceipt. The difference between the amount of consideration and the cash selling price of the goods, is amor-tized in the contract period using effective interest rate. The Group does not adjust the amount of consider-ation for the effects of a significant financing component if the Group expects, at contract inception, that theperiod between when the entity transfers a good to a customer and when the customer pays for that goodwill be one year or less.

Sale with a right of return

For sale with a right of return, the Group recognizes revenue at the amount of consideration to which theGroup expects to be entitled (ie excluding the products expected to be returned). For any amounts received(or receivable) for which an entity does not expect to be entitled, the entity shall not recognize revenue whenit transfers products to customers but shall recognize those amounts received (or receivable) as a refundliability. An asset recognized for the Group’s right to recover products from a customer on settling a refundliability shall initially be measured by reference to the former carrying amount of the product less any ex-pected costs to recover those products.

Advance receipts for the sale of goods

When the Group receives advance payments from customers for the sale of goods, it first recognizes suchpayments as liabilities and then transfers them to revenue when the relevant performance obligations arefulfilled.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

29. Government grants

Government grants are transfer of monetary assets and non-monetary assets from the government to theGroup at no consideration, including tax returns, financial subsidies and so on. A government grant is rec-ognized only when the Group can comply with the conditions attached to the grant and the Group will receivethe grant.

If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount receivedor receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. Ifthe fair value cannot be reliably determined, it is measured at a nominal amount.

Government grants are either related to assets or income.

(1) The basis of judgment and accounting method of the government grants related to assets

Government grants obtained for acquiring long-term assets are government grants related to assets. A gov-ernment grant related to an asset is offset with the cost of the relevant asset.

(2) The basis of judgment and accounting method of the government grants related to income

For a government grant related to income, if the grant is a compensation for related expenses or losses to beincurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or lossover the periods in which the related costs are recognized. If the grant is a compensation for related expensesor losses already incurred, the grant is recognized immediately in profit or loss for the period.

Government grants related to the Group’s normal course of business are offset with related costs and ex-penses. Government grants related that are irrelevant with the Groups’s normal course of business are in-cluded in non-operating gains.

30. Current and deferred tax

The income tax expenses include current income tax and deferred income tax.

30.1 Current income tax

At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are meas-ured at the amount expected to be paid (or recovered) according to the requirements of tax laws.

30.2 Deferred tax assets and deferred tax liabilities

Temporary differences are differences between the carrying amounts of certain assets or liabilities and theirtax base.

All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets arerecognized to the extent that it is probable that future taxable profits will be available against which thedeductible losses and tax credits can be utilized.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

30. Current and deferred tax - (cont’d)

30.2 Deferred tax assets and deferred tax liabilities - (cont’d)

For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to theextent that it is probable that future taxable profits will be available against which the deductible losses andtax credits can be utilized. However, for deductible temporary differences associated with the initial recog-nition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a businesscombination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the timeof transaction, no deferred tax asset or liability is recognized.

At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to taxlaws, that are expected to apply in the period in which the asset is realized or the liability is settled.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in sub-sidiaries and associates, and interests in joint ventures, except where the Group is able to control the timingof the reversal of the temporary difference and it is probable that the temporary difference will not reversein the foreseeable future.

The Group may be required to pay additional tax in case of distribution of dividends by the Group companies.This additional tax was not included in the financial statements, since the policy of the Group is not todistribute in the foreseeable future a dividend which creates a significant additional tax liability.

Except for those current income tax and deferred tax charged to comprehensive income or shareholders’equity in respect of transactions or events which have been directly recognized in other comprehensive in-come or shareholders’ equity, and deferred tax recognized on business combinations, all other current in-come tax and deferred tax items are charged to profit or loss in the current period.

At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longerprobable that sufficient taxable profits will be available in the future to allow the benefit of deferred taxassets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits willbe available.

30.3 Offset of income tax

When the Group has a legal right to settle current tax assets and liabilities on a net basis, and tax assets andtax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entityor different taxable entities which intend to realize the assets and liabilities simultaneously, current tax assetsand liabilities are offset and presented on a net basis.

When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates toincome taxes levied by the same taxation authority, on either the same taxable entity or different taxableentities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets andliabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabil-ities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on anet basis.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

31. Leases

Lease is a contract, that conveys the right to use an asset for a period of time in exchange for consideration.

31.1 Determining whether an arrangement contains a lease

On the inception date of the lease, the Group determines whether the arrangement is a lease or contains alease, while assessing if it conveys the right to control the use of an identified asset for a period of time inexchange for consideration. In its assessment of whether an arrangement conveys the right to control the useof an identified asset, the Group assesses whether it has the following two rights throughout the lease term:

(a) The right to obtain substantially all the economic benefits from use of the identified asset; and(b) The right to direct the identified asset’s use.An arrangement does not contain a lease if an asset is leased for a period of less than 12 months, or to lease ofasset with low economic value.

31.2 Initial recognition of leased assets and lease liabilities

Upon initial recognition, the Group recognizes a liability at the present value of future lease payments (ex-clude certain variable lease payments, as detailed in Note III 31.4), and concurrently the Group recognizes aright-of-use asset at the same amount, adjusted for any prepaid lease payments paid at the lease date or before,plus initial direct costs incurred in respect of the lease.

When the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of thelessee is used.The Group presents right-of-use assets separately from other assets in the balance sheet.

31.3 The lease term

The lease term is the non-cancellable period of the lease plus periods covered by an extension or terminationoption, if it is reasonably certain that the lessee will exercise or not exercise the option, respectively.

If there is a change in the lease term, or in the assessment of an option to purchase the underlying asset, theGroup remeasures the lease liability, on the basis of the revised lease term and the revised discount rate andadjust the right-of-use assets accordingly.

31.4 Variable lease payments

Variable lease payments that depend on an index or a rate, are initially measured using the index or rateexisting at the commencement of the lease. When the cash flows of future lease payments change as theresult of a change in an index or a rate, the balance of the liability is adjusted with a correspondence changein the right-of-use asset.

Other variable lease payments that are not included in the measurement of the lease liability are recognizedin profit or loss in the period in which the condition that triggers payment occurs.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

31. Leases - (cont’d)

31.5 Subsequent measurement

After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciationand accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset isdepreciated on a straight-line basis over the useful life or contractual lease period, whichever earlier.

The Group applies ASBE8 Impairment of Assets, to determine whether the right-of-use asset is impairedand to account for any impairment loss identified.

A lease liability is measured after the lease commencement date at amortized cost using the effective interestmethod.

32. Other significant accounting policies and accounting estimates

32.1 Hedging

The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflationrisks and derivatives that are not used for hedging.

Hedge accounting

The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoingbasis, whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flowsthat can be attributed to the hedged risk during the period for which the hedge is designated.

An effective hedge exists when all of the below conditions are met:

? There is an economic relationship between the hedged item and the hedging instrument;? the effect of credit risk does not dominate the value changes that result from that economic relation-

ship;? the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the

hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity

actually uses to hedge that quantity of hedged item.

On the commencement date of the accounting hedge, the Group formally documents the relationship betweenthe hedging instrument and hedged item, including the Group’s risk management objectives and strategy inexecuting the hedge transaction, together with the methods that will be used by the Group to assess theeffectiveness of the hedging relationship.

With respect to a cash-flow hedge, a forecasted transaction that constitutes a hedged item must be highlyprobable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

32. Other significant accounting policies and accounting estimates - (cont’d)

32.1 Hedging - (cont’d)

Cash-flow hedges

Subsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows arerecognized through other comprehensive income directly in a hedging reserve, with respect to the part of thehedge that is effective. Regarding the portion of the hedge that is not effective, the changes in fair value arerecognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit andloss in the period in which the hedged cash flows impact profit or loss and is presented in the same line itemin the statement of income as the hedged item.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated orexercised, the hedge accounting is discontinued. The cumulative gain or loss previously recognized in ahedging reserve through other comprehensive income remains in the reserve until the forecasted transactionoccurs or is no longer expected to occur. If the forecasted transaction is no longer expected to occur, thecumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profitor loss.

Economic hedge

Hedge accounting is not applied with respect to derivative instruments used to economically hedge financialassets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of such deriv-atives are recognized in profit or loss as gain (loss) from changes in fair value.

32.2 Securitization of assets

Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Accountreceivables.

32.3 Segment reporting

Reportable segments are identified based on operating segments which are determined based on the structureof the Group’s internal organization, management requirements and internal reporting system.

Two or more operating segments may be aggregated into a single operating segment if the segments havesimilar economic characteristics and are same or similar in respect of the nature of each product and service,the nature of production processes, the type or class of customers for the products and services, the methodsused to distribute the products or provide the services, and the nature of the regulatory environment.

Inter-segment revenues are measured on the basis of actual transaction price for such transactions for seg-ment reporting. Segment accounting policies are consistent with those for the consolidated financial state-ments.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

32. Other significant accounting policies and accounting estimates - (cont’d)

32.4 Profit distributions to shareholders

Dividends which are approved after the balance sheet date are not recognized as a liability at the balancesheet date but are disclosed in the notes separately.

33. Changes in significant accounting policies and accounting estimates

33.1 Changes in significant accounting policies

On 25 October 2023 and 6 December 2024, the Ministry of Finance issued "Accounting Standards for Busi-ness Enterprises Interpretation No. 17” (hereinafter referred to as “Interpretation No. 17”) and AccountingStandards for Business Enterprises Interpretation No. 18” (hereinafter referred to as “Interpretation No.18”)respectively.

The Interpretation No.17 clarified the following accounting treatments which were affective from 1 January2024:

Classification of Liabilities as Current or Non-current

The Interpretation No.17 provided clarification and additional guidance on the assessment of right to defersettlement for at least twelve months from reporting date for classification of liabilities as current or non-current, which:

? specified that the classification of liabilities as current or non-current should be based on rightsthat are in existence at the end of the reporting period. Specifically, the classification should not beaffected by management intentions or expectations to settle the liability within twelve months.? clarified that only covenants that an entity is required to comply with on or before the end of the

reporting period affect the entity’s right to defer settlement of a liability for at least twelve monthsafter the reporting date, even if compliance with the covenant is assessed only after the reportingdate.? specified the disclosure requirements for non-current liabilities with covenants.? clarified that the settlement of a liability can be a transfer of cash, goods or services, or the entity'sown equity instruments to the counterparty. If a liability has terms that could, at the option of thecounterparty, result in its settlement by the transfer of the entity's own equity instruments, theseterms do not affect its classification as current or non-current only if the entity recognises the optionseparately as an equity instrument.

Lease Liability in a Sale and Leaseback

The Inerpretation No.17 added subsequent measurement requirements for sale and leaseback transactionsthat satisfy the requirements to be accounted for as a sale. It required a seller-lessee to determine “leasepayments” or “revised lease payments” such that the seller-lessee would not recognise a gain or loss thatrelates to the right of use retained by the seller-lessee. It also clarified that applying the requirements doesnot prevent the seller-lessee from recognising in profit or loss any gain or loss relating to subsequent partialor full termination of a lease.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

33. Changes in significant accounting policies and accounting estimates - (cont’d)

33.1 Changes in significant accounting policies - (cont’d)

The Interpretation No.18 clarified the accounting treatments for warranties that do not constitute a separateperformance obligation, which were effective from 6 December 2024.

The interpretation No.18 clarified that, when the provision for warranties that do not constitute a separateperformance obligation according to “ASBE 14 – Revenues” is accounted for, the provision should be rec-orded in the costs of sales and be presented in “Cost of Sales” account in the profit and loss statement andin “Provisions”, “Other current liabilities” or “Non-curretn liabilities due within one year” account in thebalance sheet.

The application of the above clarifications in the current year had no material impact on the consolidatedfinancial statements.

33.2 Changes in significant accounting estimates

There are no significant changes in accounting estimates in the reporting period.

34. Significant accounting estimates and judgments

The preparation of the financial statements requires management to make estimates and assumptions thataffect the application of accounting policies and the reported amounts of assets, liabilities, income and ex-penses. Actual results may differ from these estimates. Estimates as well as underlying assumptions anduncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognizedin the period in which the estimate is revised and in any future periods affected.

Notes V.34, Note VIII, Note IX and Note XIII contain information about the assumptions and their riskfactors relating to post-employment benefits – defined benefit plans, fair value of financial instruments andshare-based payments. Other key sources of estimation uncertainty are as follows:

34.1 Expected credit loss of trade receivables

As described in Note III.12, trade receivables are reviewed at each balance sheet date to determine whethercredit risk on a receivable has increased significantly since initial recognition, lifetime expected losses isaccrued for impairment provision. Evidence of impairment includes observable data that comes to the atten-tion of the Group about loss events such as a significant decline in the solvency of an individual debtor orthe portfolio of debtors, and significant changes in the financial condition that have an adverse effect on thedebtor. If there is objective evidence of a recovery in the value of receivables which can be related objectivelyto an event occurring after the impairment was recognized, the previously recognized impairment loss isreversed .

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

34. Significant accounting estimates and judgments - (cont’d)

34.2 Provision for impairment of inventories

As described in Note III.15, the net realisable value of inventories is under management’s regular review,and as a result, provision for impairment of inventories is recognized for the excess of inventories’ carryingamounts over their net realisable value. When making estimates of net realisable value, the Group takes intoconsideration the use of inventories held on hand and other information available to form the underlyingassumptions, including the inventories’ market prices and the Group’s historical operating costs. The actualselling price, the costs of completion and the costs necessary to make the sale and relevant taxes may varybased on the changes in market conditions and product saleability, manufacturing technology and the actualuse of the inventories, resulting in the changes in provision for impairment of inventories. The net profit orloss may then be affected in the period when the impairment of inventories is adjusted.

34.3 Impairment of assets other than inventories and financial assets

As described in Note III.23, if impairment indication exists, assets other than inventories and financial assetsare assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable amountof the assets. If any such case exists, an impairment loss is recognized.

If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of theasset group to which the asset belongs will be estimated. Impairment exists if the carrying amount of an assetor asset group is higher than recoverable amount, the higher of its fair value less costs of disposal and thepresent value of the future cash flows expected to be derived from the asset or asset group. In assessing thepresent value of estimated future cash flows, significant judgements are exercised over the asset’s production,selling price, related operating expenses and discount rate to calculate the present value. All the parametersused for estimation of the recoverable amount are based on reasonable and supportable assumptions.

34.4 Depreciation and amortisation of assets such as fixed assets and intangible assets

As described in Note III.18 and III.21, assets such as fixed assets and intangible assets are depreciated andamortised over their useful lives after taking into account residual value. The estimated useful lives of theassets are regularly reviewed to determine the depreciation and amortisation costs charged in each reportingperiod. The useful lives of the assets are determined based on historical experience of similar assets and theestimated technical changes. If there have been significant changes in the factors used to determine the de-preciation or amortisation, the rate of depreciation or amortisation is revised prospectively.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

34. Significant accounting estimates and judgments - (cont’d)

34.5 Income taxes and deferred income tax

The Company and Group companies are assessed for income tax purposes in a large number of jurisdictionsand, therefore, Company management is required to use considerable judgment in determining the total pro-vision for taxes and attribution of income.

When assessing whether there will be sufficient future taxable profits available against which the deductibletemporary differences can be utilised, the Group recognizes deferred tax assets to the extent that it is probablethat future taxable profits will be available against which the deductible temporary differences can be utilised,using tax rates that would apply in the period when the asset would be utilised. In determining the amountof deferred tax assets, the Group makes reasonable judgements and estimates about the timing and amountof taxable profits to be utilised in the following periods, and of the tax rates applicable in the future accordingto the existing tax policies and other relevant regulations. If the actual timing and amount of future taxableprofits or the actual applicable tax rates differ from the estimates made by management, the differences affectthe amount of tax expenses.

34.6 Contingent liabilities

When assessing the possible outcomes of legal claims filed against the Company and its investee companies,the company positions are based on the opinions of their legal advisors. These assessments by the legaladvisors are based on their professional judgment, considering the stage of the proceedings and the legalexperience accumulated regarding the various matters. Since the results of the claims will be determined bythe courts, the outcomes could be different from the assessments.

In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt asto interpretation of the agreement and/or legal provision and/or the manner of their implementation. Thisexposure is brought to the Company’s attention in several ways, among others, by means of contacts madeto Company personnel. In assessing the risk deriving from the unasserted claims, the Company relies oninternal assessments by the parties dealing with these matters and by management, who weigh assessmentof the prospects of a claim being filed, and the chances of its success, if filed. The assessment is based onexperience gained with respect to the filing of claims and the analysis of the details of each claim. By theirnature, in view of the preliminary stage of the clarification of the legal claim, the actual outcome could bedifferent from the assessment made before the claim was filed.

34.7 Employee benefits

The Group’s liabilities for long-term post-employment and other benefits are calculated according to theestimated future amount of the benefit to which the employee will be entitled in consideration for his servicesduring the current period and prior periods. The benefit is stated at present value net of the fair value of theplan’s assets, based on actuarial assumptions. Changes in the actuarial assumptions could lead to materialchanges in the book value of the liabilities and in the operating results.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)

34. Significant accounting estimates and judgments - (cont’d)

34.8 Derivative financial instruments

The Group enters into transactions in derivative financial instruments for the purpose of hedging risks relatedto foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair value ofderivative financial instruments is based on quotes from financial institutions. The reasonableness of thequotes is examined by discounting the future cash flows, based on the terms and length of the period tomaturity of each contract, while using market interest rates of a similar instrument as of the measurementdate. Changes in the assumptions and the calculation model could lead to material changes in the fair valueof the assets and liabilities and in the results.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

IV. Taxation

1. Main types of taxes and corresponding tax rates

The income tax rate in China is 25% (2023: 25%). The subsidiaries outside of China are assessed based onthe tax laws in the country of their residence.

Set forth below are the tax rates outside China relevant to the largest subsidiaries of the Group in respect ofassets and operating income:

Name of subsidiaryLocation2024
ADAMA agriculture solutions Ltd.Israel23.0%
ADAMA Makhteshim Ltd.Israel7.5%
ADAMA Agan Ltd.Israel16.0%
ADAMA Brasil S/ABrazil34.0%
Makhteshim Agan of North America Inc.U.S.24.6%
ADAMA India Private LtdIndia25.2%
ADAMA Deutschland GmbHGermany32.5%
Control Solutions Inc.U.S.26.0%
Adama Australia Pty LtdAustralia30.0%
ADAMA Northern Europe B.V.Netherlands25.8%
ADAMA Italia SRLItaly27.9%
Alligare LLCU.S.26.1%

The VAT rate of the Group's subsidiaries is in the range between 2.6% to 27%.

(1) Benefits from High-Tech Certificate

The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Departmentof Science and Technology, Department of Finance of Hubei Province and Hubei Provincial Office of theState Administration of Taxation. The applicable income tax rate for 2024 and 2023 is 15%.

Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd, hereinafter -“Anpon"), a subsidiary of the Company, was jointly approved as new and high-tech enterprise, by the JiangsuProvincial Department of Science and Technology, Department of Finance of Jiangsu Province and JiangsuProvincial Office of the State Administration of Taxation. The applicable income tax rate for 2024 and 2023is 15%.

(2) Benefits In Israel under the Law for the Encouragement of Capital Investments

The Israeli enterprises are entitled to tax benefits under the Israeli Law for the Encouragement of CapitalInvestments, 1959. The Israeli enterprises have retained earnings that have been generated under the statusof “Approved Enterprise” or “Beneficiary Enterprise”. In the event that a dividend is distributed from theseretained earnings, such dividend may be liable to tax at the time of distribution.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

IV. Taxation - (cont’d)

1. Main types of taxes and corresponding tax rates - (cont’d)

(3) Amendment to the Law for the Encouragement of Capital Investments, 1959

Since 2013 the Israeli enterprises are taxed under the "Preferred Enterprise" regime. The benefits include agrants track for enterprises located on Area A. Tax rates on preferred income as from 2017 tax year are asfollows: 7.5% for Development Area A and 16% for the rest of the country. The amendment further deter-mined that no tax shall apply to dividend distributed out of preferred income to Israel resident companyshareholder.

As of January 1, 2017 the law includes new tax benefit tracks for a “preferred technological enterprise” anda “special preferred technological enterprise” which award reduced tax rates to a technological industrialenterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets.

The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a“special preferred technological enterprise” with respect to taxable “preferred technological income” per itsdefinition in the Encouragement Law. Regulations that provide a nexus formula for allocating eligible profitsgovern these regimes.

Income of a Preferred Technological Enterprise a Special Preferred Technological Enterprise will be subjectto a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements

1. Cash at Bank and On Hand

December 31December 31
20242023
Cash on hand1,317820
Deposits in banks3,582,6464,856,538
Other cash and bank balances46,64523,970
3,630,6084,881,328
Including cash and bank balances placed outside China2,849,6403,916,967

As at December 31, 2024 restricted cash and bank balances was 46,645 thousand RMB (as at December 31,2023 23,970 thousand RMB) mainly including deposits that guarantee bank acceptance drafts.

2. Financial assets held for trading

December 31December 31
20242023
Bank deposits1,0351,912
1,0351,912

3. Derivative financial assets

December 31December 31
20242023
Economic hedge445,465833,400
Accounting hedge derivatives38,35716,737
483,822850,137

4. Bills Receivable

December 31December 31
20242023
Post-dated checks receivable65,56586,303
65,56586,303

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable

a. By category

December 31, 2024
Book valueProvision for expected credit losses
AmountPercentage (%)AmountPercentage (%)Carrying amount
Account receivables assessed individually for impairment497,5416321,41065176,131
Account receivables assessed collectively for impairment7,911,52994109,83017,801,699
8,409,070100431,24057,977,830
December 31, 2023
Book valueProvision for expected credit losses
AmountPercentage (%)AmountPercentage (%)Carrying amount
Account receivables assessed individually for impairment464,3355280,97161183,364
Account receivables assessed collectively for impairment8,068,86995105,55617,963,313
8,533,204100386,52758,146,677

b. Aging analysis

December 31, 2024
Within 1 year (inclusive)7,947,150
Over 1 year but within 2 years206,832
Over 2 years but within 3 years29,544
Over 3 years but within 4 years41,578
Over 4 years but within 5 years21,213
Over 5 years162,753
8,409,070

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable – (cont'd)

Main groups of account receivables assessed collectively for impairment based on geographical loca-tion:

Geographical location A:

Account receivables in geographical location A are grouped based on similar credit risk:

December 31, 2024
Book valueProvision for expected credit lossPercentage (%)
Credit group A1,175,0764,8670.4
Credit group B554,6914,8000.9
Credit group C429,01618,7174.4
Credit group D29,3576122.1
2,188,14028,9961.3

Geographical location B:

Account receivables in geographical location B are grouped based on aging analysis:

December 31, 2024
Book valueProvision for expected credit lossPercentage (%)
Accounts receivable that are not overdue882,0087,8350.9
Debts overdue less than 100 days114,4833,4353.0
Debts overdue less than 190 days but more than 100 days.5,85458510.0
Debts overdue less than 360 days but more than 190 days.16,0896,43640.0
Debts overdue above 360 days13,92810,30174.0
Legal Debtors33,23933,239100.0
1,065,60161,8315.8

Other geographical locations:

December 31, 2024
Book valueProvision for expected credit lossPercentage (%)
Other account receivables assessed collectively for impairment4,657,78819,0030.4

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable – (cont'd)

c. Addition, written-back and written-off of provision for expected credit losses during the period

Lifetime expected credit loss (credit losses has not oc-curred)Lifetime expected credit loss (credit losses has occurred)Total
January 1, 202446,543339,984386,527
Addition (write back) during the period, net11,38292,142103,524
Write-off during the period-(33,674)(33,674)
Exchange rate effect(2,017)(23,120)(25,137)
Balance as of December 31, 202455,908375,332431,240

d. Five largest accounts receivable at December 31, 2024:

NameClosing balanceProportion of Accounts receivable (%)Allowance of expected credit losses (credit losses has occurred)
Customer 1241,2862.9-
Customer 295,9581.1-
Customer 392,2491.1-
Customer 483,9751.0-
Customer 571,3590.9-
Total584,8277.0-

e. Derecognition of accounts receivable due to transfer of financial assets

Certain subsidiaries of the group entered into a securitization transaction with Rabobank International forsale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”).

Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in various dif-ferent currencies, to a foreign company that was set up for this purpose and that is not owned by the AdamaLtd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the Acquiring Com-pany is financed by Cooperative Rabobank U.A..

The trade receivables included as part of the Securitization Transaction are trade receivables that meet thecriteria provided in the agreement.

Every year the credit facility is re-approved in accordance with the Securitization Program. As at 31 Decem-ber 2024, the Securitization agreement was approved up to October 25, 2025.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable – (cont'd)

e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)

The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’sactivities, as follows: during January - 350m$ (as of Dec-2024 2,515 million RMB), during the monthsofFebruary through July – 400m$ (as of Dec-2024 2,875 million RMB), during the months of August throughSeptember – 300m$ (as of Dec-2024 2,156 million RMB), during the months of October through November-275m$ (as of Dec-2024 1,977 million RMB) and during the monthof December – 300m$ (as of Dec-20242,156 million RMB). In addition the company has a permanent uncommitted facility of 50$ million (as ofDec-2024 359 million RMB) which will be applicable each period. The proceeds received from those cus-tomers whose debts were sold are used for acquisition of new trade receivables.

The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculatedbased on, among other things, the expected length of the period between the date of sale of the trade receiv-able and its anticipated repayment date. In the month following acquisition of the debt, the Acquiring Com-pany pays in cash most of the debt while the remainder is recorded as a subordinated note and as continuinginvolvement that is paid after collection of the debt sold. If the customer does not pay its debt on the antici-pated repayment date, the Company bears interest up to the earlier of the date on which the debt is actuallyrepaid or the date on which debt collection is transferred to the insurance company (the actual costs are notsignificant and are not expected to be significant).

The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold andwill not have a right of recourse to the Company in respect of the amounts paid in cash, except regardingdebts with respect to which a commercial dispute arises between the companies and their customers, that is,a dispute the source of which is a claim of non-fulfillment of an obligation of the seller in the supply agree-ment covering the product, such as: a failure to supply the correct product, a defect in the product, delin-quency in the supply date, and the like.

The Acquiring Company appointed a policy manager who will manage for it the credit risk involved withthe trade receivables sold, including an undertaking with an insurance company.

Pursuant to the Receivables Servicing Agreement, the Group subsidiaries handle collection of the trade re-ceivables as part of the Securitization Transaction for the benefit of the Acquiring Company.

As part of the agreement, Solutions is committed to comply with certain financial covenants, mainly the ratioof the liabilities to equity and profit ratios. As of December 31 2024, Solutions was in compliance with thefinancial covenants.

The accounting treatment of sale of the trade receivables included as part of the Securitization Program is:

The Company is not controlling the Acquiring Company, therefore the Acquiring Company is not consoli-dated in the financial statements.

The Company continues to recognize the trade receivables included in the Securitization Program based onthe extent of its continuing involvement therein.

A subordinated note is recorded in respect of the portion of trade receivables included in the SecuritizationProgram with respect to outstanding cash proceeds, however the Company has transferred the credit risk.The continuing involvement and subordinated note recorded in the balance sheet as part of the “other receiv-ables” line item.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable – (cont'd)

e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)

The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the“financing expenses”.

f. A subsidiary in Brazil (hereinafter - “the subsidiary”) entered into the following securitization agree-ments:

(1) Since 2016, a securitization transaction with Rabobank Brazil for sale of customer receivables (herein-after "FIDC-Donegal agreement"). Under the FIDC-Donegal agreement, the subsidiary will sell its receiva-bles to a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the sub-sidiary has subordinate rights of 5% of the entity's capital.

As at June 17, 2024 the FIDC-Donegal agreement was approved up to September 30, 2027. The maximumsecuritization scope as of December 31, 2024 is BRL 358 million (as of December 31, 2024 – 416 millionRMB).

On the date of the sale of the customer receivables, the entity pays the full amount which is the debt amountsold net of discount calculated, among others, over the expected length of the period between the date of saleof the customer receivable and its anticipated repayment date.

The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the entityhas the right of recourse to 5% of the unpaid amount. The subsidiary has a pledged deposit with regards tothe entity’s right of recourse.

The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its con-tinuing involvement therein (5% right of recourse) and also recognizes an associated liability in the sameamount.

In "FIDC-Donegal agreement" the subsidiary handles the collection of receivables included in the securiti-zation for the entity.

(2) During 2021, the subsidiary has entered into an additional securitization agreement (hereinafter -“FIDC – Liverpool agreement”) with Itau Bank and Farm investments, for sale of customer receivables to asecuritization structure that was formed for this purpose where the subsidiary has mezzanine quotes of 10.5%of the entity's capital.

As at December 31, 2024 the FIDC-Liverpool agreement was approved up to November 30, 2025. Themaximum securitization scope as of December 31, 2024 is BRL 308 million (as of December 31, 2024 – 357million RMB).

The entity bears 100% of the credit risk in respect of the customers whose debts were sold (non-recourse),therefore the subsidiary has no continuing involvement in those account receivables sold.

In "FIDC-Liverpool agreement" the collection of receivables is being handled by the entity.In all the agreements above, the subsidiary does not control the entities and therefore the entities are notconsolidated in the Group's financial statements.

The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income inthe “financing expenses” category.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

5. Accounts Receivable – (cont'd)

f. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)

December 31December 31
20242023
Accounts receivables derecognized3,392,091
3,114,041
Continuing involvement137,471139,862
Subordinated note in respect of trade receivables897,443754,739
Liability in respect of trade receivables21,12732,368
Year ended December 31
20242023
Loss in respect of sale of trade receivables219,652283,076

6. Receivables financing

December 31December 31
20242023
Bank acceptance draft144,763123,050
144,763123,050

As at December 31, 2024, bank acceptance endorsed but not yet due amounts to 674,228 thousands RMB.

7. Prepayments

(1) The aging analysis of prepayments is as follows:

December 31December 31
20242023
AmountPercentage (%)AmountPercentage (%)
Within 1 year (inclusive)306,01998290,54095
Over 1 year but within 2 years (inclusive)5,138211,8184
Over 2 years but within 3 years (inclusive)1,711-2,9251
Over 3 years674-600-
313,542100305,883100

(2) Total of five largest prepayments by debtor at the end of the period:

AmountPercentage of prepayments (%)
December 31, 202495,03830

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

8. Other Receivables

(1) Other receivables by nature

December 31December 31
20242023
Others1,147,4691,054,302
1,147,4691,054,302

a. Others breakdown by categories

December 31December 31
20242023
Subordinated note in respect of trade receivables897,443754,739
Trade receivables as part of securitization transactions not yet eliminated137,471139,862
Financial institutions-44,429
Other130,385154,080
Sub total1,165,2991,093,110
Provision for expected credit losses - other receivables(17,830)(38,808)
1,147,4691,054,302

b. Other receivables by aging

December 31
2024
Within 1 year (inclusive)1,136,860
Over 1 year but within 2 years6,343
Over 2 years but within 3 years6,275
Over 3 years but within 4 years6,901
Over 4 years but within 5 years1,080
Over 5 years7,840
1,165,299

(2) Additions, recovery or reversal and written-off of provision for expected credit losses during theperiod:

Year ended
December 31, 2024
Balance as of January 1 2024,38,808
Addition (written back) during the period(3,811)
Write-off during the period(17,507)
Exchange rate effect340
Balance as of December 31, 202417,830

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

8. Other Receivables – (cont'd)

(3) Five largest other receivables at December 31, 2024:

NameClosing balanceProportion of other re-ceivables (%)Allowance of ex-pected credit losses
Party 1897,44377-
Party 29,1721-
Party 33,125-3,125
Party 42,030-2,030
Party 51,685-1,685
Total913,455786,840

9. Inventories -

(1) Inventories by category:

December 31, 2024
Book valueProvision for impair-mentCarrying amount
Raw materials2,776,15624,2552,751,901
Work in progress1,831,8534,1511,827,702
Finished goods6,390,024280,0886,109,936
Others487,33512,211475,124
11,485,368320,70511,164,663
December 31, 2023
Book valueProvision for impair-mentCarrying amount
Raw materials3,062,95020,9403,042,010
Work in progress1,834,1856,2771,827,908
Finished goods8,089,285368,4897,720,796
Others507,6769,633498,043
13,494,096405,33913,088,757

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

9. Inventories - (cont'd)

(2) Provision for impairment of inventories:

For the Year months ended December 31, 2024

January 1, 2024ProvisionReversal or write-offOtherDecember 31, 2024
Raw material20,94025,213(22,029)13124,255
Work in progress6,2777,388(9,541)274,151
Finished goods368,489408,792(499,696)2,503280,088
Others9,6334,221(1,768)12512,211
405,339445,614(533,034)2,786320,705

10. Other Current Assets

December 31December 31
20242023
Deductible VAT611,737667,550
Current tax assets261,872210,362
Short term investments72,725158,603
Others41,75947,199
988,0931,083,714

11. Long-Term Receivables

December 31December 31
20242023
Long term account receivables from sale of goods159,81368,752
159,81368,752

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

12. Long-Term Equity Investments

(1) Long-term equity investments by category:

December 31December 31
20242023
Joint venture1,9071,437
Associate28,32030,037
30,22731,474

(2) Movements of long-term equity investments for the period are as follows:

January 1, 2024Investment incomeOther Compre-hensive incomeDeclared dis-tribution of cash dividendBalance at the end of the period
Joint ven-ture
Investee A1,43744426-1,907
Sub-total1,43744426-1,907
Associate
Investee B30,0377,757(6,788)(2,686)28,320
Sub-total30,0377,757(6,788)(2,686)28,320
Sub-total31,4748,201(6,762)(2,686)30,227

13. Other equity investments

Dividend received during 2024
December 31, 2024December 31, 2023
Investment A54,29954,2992,324
Investment B77,17475,905-
Investment C-1,814-
131,473132,0182,324

Other equity investments are non-core businesses that are intended to be held in the foreseeable future.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

14. Fixed assets

Land & BuildingsMachinery & equipmentMotor vehiclesOffice & other equipmentTotal
Cost
Balance as at January 1, 20244,626,45818,283,359197,330491,18923,598,336
Purchases91,85583,20628,36126,130229,552
Transfer from construction in progress51,4951,176,7194026,0691,234,685
Classification75,431(75,431)---
Disposals(295,757)(253,289)(33,529)(10,653)(593,228)
Currency translation adjustment5,883163,305289292169,769
Balance as at December 31, 20244,555,36519,377,869192,853513,02724,639,114
Accumulated depreciation
Balance as at January 1, 2024(1,945,331)(10,710,652)(80,992)(382,062)(13,119,037)
Charge for the period(169,732)(839,693)(31,576)(39,184)(1,080,185)
Disposals187,409163,89127,05510,504388,859
Currency translation adjustment(4,144)(97,975)(299)564(101,854)
Balance as at December 31, 2024(1,931,798)(11,484,429)(85,812)(410,178)(13,912,217)
Provision for impairment
Balance as at January 1, 2024(139,412)(298,015)(757)(1,002)(439,186)
Charge for the period(311,600)(322,448)(26)(40)(634,114)
Disposals59,68952,0298989111,896
Currency translation adjustment(1,263)(1,331)-(4)(2,598)
Balance as at December 31, 2024(392,586)(569,765)(694)(957)(964,002)
Carrying amounts
As at December 31, 20242,230,9817,323,675106,347101,8929,762,895
As at January 1, 20242,541,7157,274,692115,581108,12510,040,113

The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

15. Construction in Progress

(1) Construction in progress

December 31December 31
20242023
Book valueProvision for im-pairmentCarrying amountBook valueProvision for im-pairmentCarrying amount
2,306,480(309,588)1,996,8922,829,054(321,726)2,507,328

(2) Details and Movements of major construction projects in progress during period ended December 31, 2024

BudgetJanuary 1, 2024AdditionsIncluding: Interest capitalizedCurrency translation differencesTransfer to fixed assetsImpairmentDecember 31, 2024Actual cost to budget (%)Project progress (%)Source of funds
Project A1,061,260120,7579,304--(6,428)-123,63376%76%Bank loan and internal finance
Project B721,260671,66646,02522,5073,569(721,260)--100%100%Bank loan and internal finance
Project C173,07338,91512,062--(26,670)-24,30797%97%Internal finance
Project D963,246607,852170,37529,49210,700--788,92782%82%Bank loan and internal finance

* As of December 31, 2024 Project A and Project C include impairment of RMB 14 million and 35 million, respectively.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

16. Right-of-use assets

Land & Build-ingsMachinery & equipmentMotor vehiclesOffice & other equipmentTotal
Cost
Balance as at January 1, 2024726,49951,017322,5964,1571,104,269
Additions54,0987,09479,1741,023141,389
Decrease(39,392)(13,980)(114,739)(477)(168,588)
Currency translation adjustment(7,929)5819870(7,180)
Balance as at December 31, 2024733,27644,712287,1294,7731,069,890
Accumulated depreciation
Balance as at January 1, 2024(279,092)(29,775)(167,772)(2,395)(479,034)
Charge for the period(99,975)(4,372)(89,125)(918)(194,390)
Decrease39,30613,980106,198477159,961
Currency translation adjustment1,396(304)(442)82732
Balance as at December 31, 2024(338,365)(20,471)(151,141)(2,754)(512,731)
Provision for impairment
Balance as at January 1, 2024-----
Balance as at December 31, 2024-----
Carrying amounts
As at December 31, 2024394,91124,241135,9882,019557,159
As at January 1, 2024447,40721,242154,8241,762625,235

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

17. Intangible Assets

(1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office, mostly due to registration procedures or technical problems.

(2) Mainly exclusivity agreements.

Product registra-tionIntangible assets on Purchase of ProductsSoftwareMarketing rights, trade-name and trade-marksCustomers rela-tionsLand use rights (1)Others(2)Total
Costs
Balance as at January 1, 202412,960,2114,253,3741,397,364840,382642,323507,017639,16621,239,837
Purchases340,713-112,207---34,816487,736
Currency translation adjustment159,90864,24415,68411,0985,5821103,240259,866
Disposal(2,785)(37,618)(3,001)----(43,404)
Balance as at December 31, 202413,458,0474,280,0001,522,254851,480647,905507,127677,22221,944,035
Accumulated amortization
Balance as at January 1, 2024(10,230,451)(3,347,148)(833,093)(562,706)(365,028)(106,913)(289,850)(15,735,189)
Charge for the period(531,347)(168,640)(101,741)(22,115)(42,282)(10,339)(12,996)(889,460)
Currency translation adjustment(141,848)(51,216)(11,004)(7,045)(2,956)(1,818)(3,247)(219,134)
Disposal2,72125,6682,529----30,918
Balance as at December 31, 2024(10,900,925)(3,541,336)(943,309)(591,866)(410,266)(119,070)(306,093)(16,812,865)
Provision for impairment
Balance as at January 1, 2024(105,487)(78,937)(49)--(276)(1,618)(186,367)
Charge for the period(62,743)(88,937)(9,446)----(161,126)
Currency translation adjustment5,292(1,998)7--(4)-3,297
Others1,5918,090-----9,681
Balance as at December 31, 2024(161,347)(161,782)(9,488)--(280)(1,618)(334,515)
Carrying amount
As at December 31, 20242,395,775576,882569,457259,614237,639387,777369,5114,796,655
As at January 1, 20242,624,273827,289564,222277,676277,295399,828347,6985,318,281

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

18. Goodwill

Changes in goodwill

The Group allocates goodwill to two cash generating units ("CGU "), Crop Protection (Agro) and a non-core ac-tivity included in the Intermediates and ingredients segment. At the end of the year, or more frequently whetherindicators for impairment exists, the Group estimates the recoverable amount of each CGU for which goodwillhas been allocated to using the DCF model, based on:

? The actual results of 2024, 2025 workplan and the forecast results for the next 4 years.? The discount rate (9% WAAC) based on the company's cost of equity and cost of debt, taking into accountthe comprehensive risk factors.? The annual growth rate (1.5%) based on the management projections and market expectations.

As of December 31, 2024 the value in use of the cash generating units to which goodwill has been allocated toexceeds its carrying amount.

January 1, 2024Change dur-ing the yearCurrency translation adjustmentBalance at De-cember 31, 2024
Book value5,001,538-72,7455,074,283
Impairment provision----
Carrying amount5,001,538-72,7455,074,283

19. Deferred Tax Assets and Deferred Tax Liabilities

(1) Deferred tax assets without taking into consideration of the offsetting of balances within the sametax jurisdiction

December 31December 31
20242023
Deductible temporary differencesDeferred tax assetsDeductible temporary differencesDeferred tax assets
Deferred tax assets
Deferred tax assets in respect of carry forward losses3,882,406572,1893,544,797775,364
Deferred tax assets in respect of inven-tories1,717,590450,3462,387,244643,527
Deferred tax assets in respect of em-ployee benefits889,110143,905829,840132,616
Other deferred tax asset2,026,968545,0292,161,309521,143
8,516,0741,711,4698,923,1902,072,650

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

19. Deferred Tax Assets and Deferred Tax Liabilities - (cont’d)

(2) Deferred tax liabilities without taking into consideration of the offsetting of balances within thesame tax jurisdiction

December 31December 31
20242023
Taxable temporary differencesDeferred tax liabilitiesTaxable temporary differencesDeferred tax liabilities
Deferred tax liabilities
Deferred tax liabilities in respect of fixed assets, intangible assets and right-of-use assets3,982,775702,8964,159,172768,112
3,982,775702,8964,159,172768,112

(3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting

December 31December 31
20242023
The offset amount of deferred tax assets and li-abilitiesDeferred tax assets or lia-bilities after offsetThe offset amount of de-ferred tax as-sets and liabili-tiesDeferred tax assets or liabili-ties after offset
Presented as:
Deferred tax assets419,8151,291,654471,0091,601,641
Deferred tax liabilities419,815283,081471,009297,103

(4) Details of unrecognized deferred tax assets

December 31December 31
20242023
Deductible temporary differences790,191803,476
Deductible losses carry forward4,875,7411,819,005
5,665,9322,622,481

(5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets

December 31December 31
20242023
2024-36,433
20255,2726,389
2026190,008169,594
202720,92019,120
2028215,536259,603
After 20284,444,0051,327,866
4,875,7411,819,005

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

19. Deferred Tax Assets and Deferred Tax Liabilities - (cont'd)

(6) Unrecognized deferred tax liabilities

When calculating the deferred taxes, taxes that would have applied in the event of realizing investmentsin subsidiaries were not taken into account since it is the Company’s intention to hold these investmentsand not realize them.

20. Other Non-Current Assets

December 31December 31
20242023
Judicial deposits117,624207,027
Assets related to securitization60,29681,423
Long term investments49,837-
Advances in respect of non-current assets16,29618,003
Others76,774128,762
320,827435,215

21. Short-Term Loans

Short-term loans by category:

December 31December 31
20242023
Unsecured loans4,748,7205,733,522
4,748,7205,733,522

The Group has reached an agreement on supplier financing arrangements with the bank. According tothe agreement, the bank makes the payment to the suppliers before the original accounts payables duedate, and the Group no longer has the obligation to pay the suppliers. The Group will settle with thebank within 90 to 360 days after the bank pays the relevant amounts, with an interest rate of 3%. Thisarrangement extends the payment period of the original accounts payable, and the interest rate is con-sistent with the interest rate of the Group's short-term borrowing for the same period. Therefore, theGroup presents the amounts payable to the bank under this arrangement as short-term borrowings. Asat December 31, 2024, the balance of the short term loan under the supplier financing arrangementswas 19,006 thousand RMB.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements – (cont'd)

22. Derivative financial liabilities

December 31December 31
20242023
Economic hedge268,149590,442
Accounting hedge derivatives10,43117,345
278,580607,787

23. Bills Payables

December 31December 31
20242023
Post-dated checks payables202,821481,645
Note payables draft236,674131,862
439,495613,507

As at December 31, 2024, none of the bills payable are overdue.

24. Accounts payable

December 31December 31
20242023
Within 1 year (including 1 year)4,881,3354,590,057
1-2 years (including 2 years)14,60023,467
2-3 years (including 3 years)11,06114,445
Over 3 years27,86921,764
4,934,8654,649,733

There are no significant accounts payables aging over one year.

As at December 31, 2024, the amount of the accounts payable included under the supplier financingarrangements was 1,595,824 thousand RMB. Accounts payables under financing arrangements havepayment due dates ranging from 90 to 180 days from the invoice date. Comparable accounts payablethat are not part of supplier financing arrangements have similar payment terms.

Under supplier finance arrangements, participating suppliers may elect, to receive early payment fromthe financial institutions for invoices owed and the company makes a payment to the financial institu-tions on the original invoice due date, regardless of whether the supplier has elected to receive earlypayment or not.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

24. Accounts payable - (cont'd)

The company may provide guarantees to the financial institutions (as may be provided to suppliersdirectly as well) but incurs no interest or other charges payable to the financial institutions on thepayments made.

The balance of the accounts payable is not derecognized from the balance sheet because the originalliability is not substantially modified on entering the arrangements as it continues to carry the charac-teristic of accounts payable and represent liabilities to pay for goods and services.The settlements to the financial institutions are included within operating cash flows because theycontinue to be part of the normal operating cycle.Supplier financing arrangements have no impact on the company's liquidity risk.

25. Contract liabilities

December 31December 31
20242023
Discount for customers941,955952,123
Advances from customers868,809562,242
1,810,7641,514,365

26. Employee Benefits Payable

December 31December 31
20242023
Short-term employee benefits539,144500,932
Post-employment benefits53,10060,438
Share based payment (See note XIII)14,19118,401
Other benefits within one year185,565200,144
792,000779,915
Current maturities59,78467,124
851,784847,039

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

27. Taxes Payable

December 31December 31
20242023
Corporate income tax276,343197,983
VAT212,957179,471
Others27,46129,776
516,761407,230

28. Other Payables

December 31December 31
20242023
Dividends payables750750
Other payables1,416,5691,468,569
1,417,3191,469,319

(1) Other payables

December 31December 31
20242023
Accrued expenses692,046721,034
Hold-back payment due to acquistions131,000131,000
Payables in respect of intangible assets100,350115,214
Liability in respect of securitization transactions21,12732,368
Financial institutions6,69250,032
Others465,354418,921
1,416,5691,468,569

29. Non-Current Liabilities Due Within One Year

Non-current liabilities due within one year by category are as follows:

December 31December 31
20242023
Long-term loans due within one year1,493,0181,552,217
Debentures payable due within one year574,562576,638
Lease liabilities due within one year163,133169,033
2,230,7132,297,888

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

30. Other Current Liabilities

December 31December 31
20242023
Put options to holders of non-controlling interests488,531468,514
Provision in respect of returns284,287271,629
Provision in respect of claims11,26413,294
Others374390
784,456753,827

31. Long-Term Loans

Long-term loans by category

December 31December 31
2024Interest range2023Interest range
Long term loans
Guaranteed loans352,0173.20%-3.40%383,7953.55%-3.75%
Unsecured loans3,307,6261.73%-9.79%4,054,3611.73%-9.28%
Total Long term loans3,659,6434,438,156
Less: Long term loans from banks due within 1 year(1,493,018)(1,552,217)
Long term loans, net2,166,6252,885,939

* For more detailes regarding the guaranteed loans – see note X. related parties and related parties transac-tions.For the maturity analysis, see note VIII.C - Liquidity risk.

32. Debentures Payable

December 31December 31
20242023
Debentures Series B6,894,7197,496,061
Current maturities(574,562)(576,638)
6,320,1576,919,423
December 31
2024
First year (current maturities)574,562
Second year574,562
Third year574,562
Fourth year574,562
Fifth year and thereafter4,596,471
6,894,719

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

32. Debentures Payable - (cont'd)

Movements of debentures payable:

For the year ended December 31, 2024:

Maturity periodFace value in RMBFace value NISIssuance dateMaturity periodIssuance amountBalance at January 1, 2024Amortization of discounts or premiumCPI and exchange rate effectRepayment during the periodCurrency translation adjustmentBalance at December 31, 2024
Debentures Series B2,673,6401,650,0004.12.2006November 2020-20363,043,7423,145,20124991,881(392,269)45,5312,890,593
Debentures Series B843,846513,52716.1.2012November 2020-2036842,579947,33210,25927,385(122,543)13,790876,223
Debentures Series B995,516600,0007.1.2013November 2020-20361,120,3391,168,2564,45033,573(145,760)16,9501,077,469
Debentures Series B832,778533,3301.2.2015November 2020-20361,047,4391,089,440(2,705)31,243(131,684)15,7621,002,056
Debentures Series B418,172266,6651-6.2015November 2020-2036556,941588,749(7,326)15,668(66,511)8,478539,058
Debentures Series B497,989246,4995.5.2020November 2020-2036692,896557,083(8,615)15,925(63,085)8,012509,320
7,496,061(3,688)215,675(921,852)108,5236,894,719

Series B debentures, in amount of NIS 3,810 million par value (3,601 million par value, net of self-purchased), linked to the CPI and bear interest at the base annual rate of

5.15%. The debenture principal shall be repaid in 17 equal payments in the years 2020 through 2036.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

33. Lease liabilities

December 31December 31
2024Interest range2023Interest range
Lease liabilities773,5481.5%-15.4%664,4921.1%-15.3%
Less: Lease liabilities due within one year(163,133)(169,033)
Long term lease liabilities, net610,415495,459

34. Long-Term Employee Benefits Payable

Post-employment benefit plans – defined benefit plan and early retirement

December 31December 31
20242023
Total present value of obligation453,398525,316
Less: fair value of plan's assets(54,186)(59,884)
Net liability related to Post-employment benefits399,212465,432
Termination benefits78,05467,853
Total recognized liability for defined benefit plan, net (1)477,266533,285
Other long-term employee benefits126,373205,369
Total long-term employee benefits, net603,639738,654
Including: Long-term employee benefits payable due within one year59,78467,124
543,855671,530

(1) Movement in the net liability and assets in respect of defined benefit plans, early retirement and

their components

Defined benefit obli-gation and early re-tirementFair value of plan's assetsTotal
202420232024202320242023
Balance as at January 1, 2024593,169632,33259,88470,001533,285562,331
Expense/income recognized
in profit and loss:
Current service cost26,80124,914--26,80124,914
Past service cost(7,200)1,782-1,782(7,200)-
Gain or loss on plan settlement(7,461)---(7,461)-
Interest costs20,78322,2142,5562,76118,22719,453
Losses on curtailments and settlements36,81927,611--36,81927,611
Changes in exchange rates(3,889)(13,025)(306)(2,000)(3,583)(11,025)
Actuarial losses due to early retirement(755)662--(755)662
Included in other comprehensive income:
Actuarial gain (losses) as a result of changes in actu-arial assumptions(31,779)(9,337)2,542(880)(34,321)(8,457)
Foreign currency translation differences in respect of foreign operations7,67510,7608171,1076,8589,653
Additional movements:
Benefits paid(102,711)(96,850)(13,507)(15,993)(89,204)(80,857)
Classification to termination-(7,894)---(7,894)
Contributions paid by the Group--2,2003,106(2,200)(3,106)
Balance as at December 31, 2024531,452593,16954,18659,884477,266533,285

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

34. Long-Term Employee Benefits Payable - (cont'd)

Post-employment benefit plans – defined benefit plan and early retirement - (cont'd)

(2) Actuarial assumptions and sensitivity analysis

The principal actuarial assumptions at the reporting date for defined benefit plan

December 31December 31
20242023
Discount rate (%)*1.8%-3.0%2.6%-2.8%

* According to the demographic and the benefit components.

The assumptions regarding the future mortality rate are based on published statistical data and acceptablemortality rates.

Possible reasonable changes as of the date of the report in the discount rate, assuming the other assumptionsremain unchanged, would have affected the defined benefit obligation as follows:

As of December 31, 2024
Increase of 1%Decrease of 1%
Change in defined benefit obligation(32,469)38,166

35. Provisions

December 31December 31
20242023
Liabilities in respect of contingencies*164,271182,172
Provision in respect of site restoration147,44662,889
Long-term liability in respect of business combinations3,49352,929
Other1,2801,261
316,490299,251

* Liabilities in respect of contingencies includes obligations of pending litigations, where an outflow of re-

sources had been reliably estimated.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

36. Other Non-Current Liabilities

December 31December 31
20242023
Put options to holders of non- controlling interests292,589566,433
Long term loans – others2,330,9112,354,133
2,623,5002,920,566
Current maturities--
2,623,5002,920,566

37. Share Capital

Balance at Janu-ary 1, 2024Issuance of new sharesBuyback of sharesBalance at December 31, 2024
Share capital2,329,812--2,329,812

38. Capital Reserve

Balance at Janu-ary 1, 2024Additions during the periodReductions during the periodBalance at December 31, 2024
Share premiums12,606,562--12,606,562
Other capital reserve343,902--343,902
12,950,464--12,950,464

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

39. Other Comprehensive Income, net of tax

Attributable to shareholders of the company
Balance at January 1, 2024Before tax amountLess: transfer to profit or lossLess: In-come tax expensesNet-of-tax amountBalance at Decem-ber 31, 2024
Items that will not be re-classified to profit or loss82,94534,321-68233,639116,584
Re-measurement of changes in liabilities under defined benefit plans54,27034,321-68233,63987,909
Changes in fair value of other equity investment28,675----28,675
Items that may be reclassi-fied to profit or loss1,592,95140,71225,5973,62211,4931,604,444
Effective portion of gain or loss of cash flow hedge(1,639)54,09925,5973,62224,88023,241
Translation difference of for-eign financial statements1,594,590(13,387)--(13,387)1,581,203
1,675,89675,03325,5974,30445,1321,721,028

40. Surplus reserve

Balance at January 1, 2024Additions during the periodReductions during the periodBalance at December 31, 2024
Statutory surplus reserve269,80324,993-294,796
Discretional surplus reserve3,814--3,814
273,61724,993-298,610

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

41. Retained Earnings

20242023
Retained earnings as at January 14,678,0916,469,604
Net loss for the period attributable to shareholders of the Company(2,903,204)(1,605,887)
Dividends to non-controlling Interest(69,512)(91,602)
Appropriation to statutory surplus reserve(24,993)(31,119)
Dividend to the shareholders of the company (Note 1)-(62,905)
Retained earnings as at December 311,680,3824,678,091

Note 1:

On March 25, 2024, during the 30th meeting of the Company’s 9th Board of Directors, it was approved that inthe pre-plan of 2023 dividend distribution no cash or share dividends will be distributed and no reserves will betransferred to equity capital. On April 16, 2024, the pre-plan was approved by the 2023 annual general meetingof the shareholders.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

42. Operating Income and Cost of Sales

Year ended December 31Year ended December 31
20242023
IncomeCost of salesIncomeCost of sales
Principal activities29,435,60422,730,88932,730,38825,962,899
Other businesses52,44218,03649,06821,209
29,488,04622,748,92532,779,45625,984,108

43. Taxes and Surcharges

Year ended December 31
20242023
Tax on turnover29,98840,979
Others70,33968,031
100,327109,010

44. Selling and Distribution Expenses

Year ended December 31
20242023
Salaries and related expense1,921,5371,858,970
Depreciation and amortization955,199950,863
Advertising and sales promotion295,674341,620
Legal claims settlements267,15123,307
Warehouse expenses154,770184,531
Registration138,531152,301
Travel expenses126,026138,072
Professional services114,060117,064
Insurance95,313109,577
Others332,509331,803
4,400,7704,208,108

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

45. General and Administrative Expenses

Year ended December 31
20242023
Salaries and related expenses492,153455,343
Professional services233,964129,064
IT systems139,007134,787
Depreciation and amortization118,313114,722
Cost contribution arrangement66,50672,858
Office rent, maintenance and expenses38,42244,799
Other97,078105,837
1,185,4431,057,410

46. Research and development expenses

Year ended December 31
20242023
Salaries and related expenses220,061230,748
Depreciation and amortization64,74379,173
Field trial24,91035,124
Professional services22,30638,598
Materials22,23235,575
Office rent, maintenance and expenses14,00213,025
Other48,07350,511
416,327482,754

47. Financial expenses (incomes), net

Year ended December 31
20242023
Interest expenses on debentures and loans and other charges1,066,7781,147,484
Exchange rate differences, net560,08055,459
Loss in respect of sale of trade receivables219,652283,076
CPI expenses in respect of debentures255,618260,063
Revaluation of put option, net(259,380)(313,216)
Interest income from customers, banks and others(242,845)(368,990)
Interest expense on lease liabilities40,44934,909
Interest expense in respect of post-employment benefits and early retire-ment, net19,19222,462
Others110,28661,871
1,769,8301,183,118

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

48. Investment income, net

Year ended December 31
20242023
Income from long-term equity investments accounted for using the equity method8,2016,336
Other2,32412,742
10,52519,078

49. Loss from Changes in Fair Value

Year ended December 31
20242023
Loss from changes in fair value of derivative financial
Instruments(8,272)(804,818)
Others(37,802)154,444
(46,074)(650,374)

50. Credit impairment reversal (losses)

Year ended December 31
20242023
Bills receivable and accounts receivable(103,524)(60,375)
Other receivables3,8115,922
(99,713)(54,453)

51. Asset impairment losses

Year ended December 31
20242023
Fixed assets(634,114)(58,832)
Inventories(162,787)(256,893)
Intangible asset(161,126)(30,923)
Construction in progress(3,331)(203,245)
(961,358)(549,893)

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

52. Gain from Disposal of Assets

Year ended December 31Included in non-recurring items
20242023
Gain from disposal of fixed assets40,98529,29440,985
Gain (loss) from disposal of intangible assets7,123(9,615)7,123
48,10819,67948,108

53. Income Tax Expenses (incomes)

Year ended December 31
20242023
Current year439,848422,601
Deferred tax expenses (income)301,259(267,749)
Adjustments for previous years, net37,79546,125
778,902200,977

(1) Reconciliation between income tax expense and accounting profit is as follows:

Year ended December 31
20242023
Profit before taxes (loss)(2,124,302)(1,404,910)
Statutory tax in china25%25%
Tax calculated according to statutory tax in china(531,076)(351,228)
Tax benefits from Approved Enterprises(7,232)(33,487)
Difference between measurement basis of income for financial statement and for tax purposes165,229(1,148)
Taxable income (loss) and temporary differences at other tax rate186,59811,082
Taxes in respect of prior years37,79546,125
Utilization of tax losses prior years for which deferred taxes were not created(2,954)(42,896)
Temporary differences and losses in the report year for which de-ferred taxes were not created417,256302,002
Non-deductible expenses, non-taxable income and other difference, net47,808(19,402)
Neutralization of tax calculated in respect of the Company’s share in results of equity accounted investees(2,758)(2,051)
Effect of diffrent tax rate in respect of deferred taxes341,041200,538
Creation and reversal of deferred taxes for tax losses and temporary differences from previous years127,19591,442
Income tax expenses778,902200,977

54. Other comprehensive income

Details of the Other comprehensive income are set out in Note V.39

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

55. Government grants

Amount recognized in the profit and loss statements during the year ended December 31
CategoryPresentation accounts20242023
Government grants related to incomeNon-Operating income6,26820,743
Government grants related to assetsFixed assets, Intangible assets12,11414,805

56. Notes to items in the cash flow statements

(1) Cash received relating to other operating activities

Year ended December 31
20242023
Derivatives transactions159,21763,167
Financial institutions83,292124,993
Interest income110,267255,440
Government subsidies6,26830,526
Others189,585216,555
548,629690,681

(2) Cash paid relating to other operating activities

Year ended December 31
20242023
Derivatives transactions309,927430,629
Financial institutions41,613121,234
Professional services364,417305,555
Advertising and sales promotion286,467323,675
Legal claims settlements257,20123,307
IT and Communication220,619228,792
Commissions and Warehouse197,662232,285
Registration and Field trials142,700164,877
Insurance132,979176,239
Travel87,641125,173
Others959,304877,024
3,000,5303,008,790

(3) Cash received relating to other investing activities

Year ended December 31
20242023
Dividend received from other equity investment2,3242,325
Investment grant-35,659
2,32437,984

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

56. Notes to items in the cash flow statements - (cont'd)

(4) Cash paid relating to other investing activities

Year ended December 31
20242023
Increase in short and long term investments125,641123,484
125,641123,484

(5) Cash received from other financing activities

Year ended December 31
20242023
Borrowing from related party *569,8223,393,370
Proceeds in respect of hedging transactions on debentures403,236-
Deposit for issuing bills payables46,56897,625
Other10,072-
1,029,6983,490,995

* For more detailes regarding the borrowing from related party – see note X. related parties and related par-ties transactions.

(6) Cash paid relating to other financing activities

Year ended December 31
20242023
Payment in respect of hedging transactions on debentures270,667922,137
Repayment of lease liability183,208175,761
Deposit for issuing bills payable69,24355,887
Realization of Call option-116,938
Other460-
523,5781,270,723

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

57. Supplementary Information on Cash Flow Statement

(1) Supplementary information on Cash Flow Statement

a. Reconciliation of net profit to cash flows from operating activities:

Year ended December 31
20242023
Net Loss(2,903,204)(1,605,887)
Add: Impairment provisions for assets961,358549,893
Credit impairment losses99,71354,453
Depreciation of fixed assets and investment property1,081,821992,670
Depreciation of right-of-use asset194,390198,267
Amortization of intangible asset889,460896,718
Gains on disposal of fixed assets, intangible assets, and other long-term assets, net(48,108)(19,679)
Losses from changes in fair value46,074650,374
Financial expenses908,791797,390
Investment income, net(10,525)(19,078)
Decrease (increase) in deferred tax assets, net315,167(222,426)
Decrease in deferred tax liabilities, net(13,908)(45,323)
Decrease in inventories, net1,801,8664,136,612
Decrease (increase) in operating receivables, net(213,492)442,429
Increase (decrease) in operating payables, net669,167(4,171,065)
Others(17,939)(17,471)
Net cash flow from operating activities3,760,6312,617,877

b. Net increase (decrease) in cash and cash equivalents

Year ended December 31
20242023
Closing balance of cash and cash equivalents3,583,9634,857,358
Less: Opening balance of cash and cash equivalents4,857,3584,225,253
Increase (decrease) in cash and cash equivalents(1,273,395)632,105

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

57. Supplementary Information on Cash Flow Statement - (cont'd)

(2) Details of cash and cash equivalents

December 31December 31
20242023
Cash on hand1,317820
Bank deposits available on demand without restrictions3,582,6464,856,538
3,583,9634,857,358

58. Assets with Restricted Ownership or Right of Use

December 31
2024Reason
Cash46,645Pledged
Other non-current assets117,624Guarantees
164,269

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

59. Foreign currencies denominated items - (cont'd)

(1) Foreign currencies denominated items - (cont'd)

As at December 31, 2024
Foreign currency at the end of the periodExchange rateRMB at the end of the period
Cash and bank balances
BRL346,9691.161402,831
CNH357,8820.986352,871
EUR31,9537.483239,108
ILS67,6751.971133,388
USD13,8057.18899,232
RON31,3951.50547,249
ZAR91,4170.38335,013
RUB344,8410.07124,484
GBP2,5699.01623,164
CZK71,4730.29721,227
PLN11,7531.75320,603
Other168,107
Total1,567,277
Bills and Accounts receivable
BRL933,8661.1611,084,219
EUR78,2207.483585,318
TRY1,601,6040.204326,727
ZAR517,8650.383198,342
RON111,9481.505168,482
CAD21,4704.997107,287
USD13,2917.18895,543
GBP9,0109.01681,236
THB266,8860.21256,580
HUF1,644,9460.01829,609
Other--125,549
Total2,858,892
Other receivables
EUR43,7907.483327,680
AUD29,7184.463132,633
GBP11,4729.016103,434
ILS27,2191.97153,648
Other--7,948
Total625,343
Other current assets
BRL141,8851.161164,729
ILS66,8621.971131,785
ARS17,911,4390.007125,380
USD11,0807.18879,640
EUR5,6867.48342,548
UAH132,9220.17122,730
CAD3,9934.99719,955
PEN9,6321.95318,812
RUB205,3250.07114,578
PLN4,7321.7538,295
Other--120,775
Total749,227

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

59. Foreign currencies denominated items - (cont'd)

(2) Foreign currencies denominated items - (cont'd)

As at December 31, 2024
Foreign currency at the end of the periodExchange rateRMB at the end of the period
Long-term receivables
BRL137,6511.161159,813
Total159,813
Long-term investments, loans and other
BRL182,8181.161212,252
ARS7,119,5970.00749,837
Other--5,025
Total267,114
Short-term loans
CAD2,4594.99712,285
TRY19,8740.2044,054
Other--323
Total16,662
Bills and Accounts payable
ILS483,7131.971953,398
EUR52,9597.483396,295
BRL218,7791.161254,002
USD3,8137.18827,407
Other--76,998
Total1,708,100
Other payables
ILS86,7031.971170,892
EUR11,1987.48383,792
BRL67,8781.16178,806
NZD12,7854.04651,728
ILS CPI15,2741.97130,105
UAH170,6720.17129,185
ZAR44,0500.38316,871
CNH13,6190.98613,428
Other--75,284
Total550,091

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

59. Foreign currencies denominated items - (cont'd)

(3) Foreign currencies denominated items - (cont'd)

As at December 31, 2024
Foreign currency at the end of the periodExchange rateRMB at the end of the period
Contract liabilities
EUR35,9517.483269,019
CAD24,9504.997124,676
BRL70,3861.16181,718
TRY342,1540.20469,799
Other--36,201
Total581,413
Non-current liabilities due within one year
ILS CPI310,7321.971612,452
EUR4,3087.48332,239
Other--50,469
Total695,160
Other current liabilities
EUR7,8867.48359,010
Other--1,488
Total60,498
Debentures payable
ILS CPI3,206,5731.9716,320,157
Total6,320,157
Provision and Long-term payables
BRL133,8061.161155,349
ILS40,6941.97180,208
EUR3737.4832,789
Total238,346
Other non-current liabilities and lease liabil-ities
CNH2,000,0000.9861,971,491
ILS CPI34,7931.97168,577
USD8,9667.18864,451
EUR5,6647.48342,383
Other--26,942
Total2,173,844

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

V. Notes to the consolidated financial statements - (cont'd)

59. Foreign currencies denominated items - (cont'd)

(4) Major foreign operations

Name of the SubsidiaryRegistration & Principal place of businessBusiness natureFunctional currency
ADAMA France S.A.SFranceDistributionUSD
ADAMA Brasil S/ABrazilManufacturing; Distribution; Regis-trationUSD
ADAMA Deutschland GmbHGermanyDistribution; RegistrationUSD
ADAMA India Private Ltd.IndiaManufacturing Distribution; RegistrationINR
Makhteshim Agan of North America Inc.United StatesManufacturing; Distribution; Regis-trationUSD
Control Solutions Inc.United StatesManufacturing; Distribution; Regis-trationUSD
ADAMA Agan Ltd.IsraelManufacturing; Distribution; Regis-trationUSD
ADAMA Makhteshim Ltd.IsraelManufacturing; Distribution; Regis-trationUSD
ADAMA Australia Pty LimitedAustraliaDistributionAUD
ADAMA Italia SRLItalyDistributionUSD
ADAMA Northern Europe B.V.NetherlandsDistributionUSD
Alligare LLCUnited StatesManufacturing; Distribution; RegistrationUSD

The functional currency of the subsidiaries above is the main currency that represent the principal economicenvironment.

VI. Change in consolidation Scope

There is no change of consolidation scope during the period.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VII. Interest in Other Entities

1. Interests in subsidiaries

Composition of the largest subsidiaries of the Group in respect of assets and operating income

Name of the SubsidiaryRegistration & Principal place of businessBusiness natureDirectIndirectMethod of ob-taining the sub-sidiary
ADAMA France S.A.SFranceDistribution100%Established
ADAMA Brasil S/ABrazilManufacturing; Distribution; Registration100%Purchased
ADAMA Deutschland GmbHGermanyDistribution; Registration;100%Established
ADAMA India Private Ltd.IndiaManufacturing; Distribution; Registration100%Established
Makhteshim Agan of North America Inc.United StatesManufacturing; Distribution; Registration100%Established
Control Solutions Inc.United StatesManufacturing; Distribution; Registration67%Purchased
ADAMA Agan Ltd.IsraelManufacturing; Distribution; Registration100%Restructure
ADAMA Makhteshim Ltd.IsraelManufacturing; Distribution; Registration100%Restructure
ADAMA Australia Pty LimitedAustralisDistribution100%Purchased
ADAMA Italia SRLItalyDistribution100%Established
ADAMA Northern Europe B.V.NetherlandsDistribution55%Purchased
Alligare LLCUnited StatesManufacturing; Distribution; Registration100%Purchased
Adama Anpon (Jiangsu) Ltd.ChinaManufacturing; Distribution100%Purchased
Adama Huifeng (Jiangsu) Co. Ltd.ChinaManufacturing; Distribution51%Purchased

2. Interests in joint ventures or associates

December 31December 31
20242023
Joint venture1,9071,437
Associate28,32030,037
30,22731,474

3. Summarized financial information of joint ventures and associates

December 31, 2024 and twelve months then endedDecember 31, 2023 and twelve months then ended
Joint venture:
Total carrying amount1,9071,437
The Group's share of the following items:
Net profit444176
Other comprehensive income266
Total comprehensive income470182
Associate:
Total carrying amount28,32030,037
The Group's share of the following items:
Net profit7,7576,160
Other comprehensive income(6,788)2,412
Total comprehensive income9698,572

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

VIII. Risk Related to Financial Instruments

A. General

The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risksand market risks (including currency risk, interest risk and other price risk). In order to reduce the exposure tothese risks, the Group uses financial derivatives instruments, including forward transactions and options (here-inafter - “derivatives”).

Transactions in derivatives are undertaken with major financial institutions, and therefore, in the opinion ofGroup Management the credit risk in respect thereof is low.

This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives,policies and processes regarding the measurement and management of the risk. Additional quantitative dis-closure is included throughout the consolidated financial statements.

The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group'srisk management policy. The Finance Committee is responsible for establishing and monitoring the Group'sactual risk management policy. The Chief Financial Officer reports to the Finance Committee on a regularbasis regarding these risks.

The Group’s risk management policy, established to identify and analyze the risks facing the Group, to setappropriate risk limits and controls, and to monitor risks and adherence to limits. The policy and methods formanaging the risks are reviewed regularly, in order to reflect changes in market conditions and the Group'sactivities. The Group, through training, and management standards and procedures, aims to develop a disci-plined and constructive control environment in which all the employees understand their roles and obligations.

B. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument failsto meet its contractual obligations, and derives mainly from trade receivables and other receivables as well asfrom cash and deposits in financial institutions.

Accounts and other receivables

The Group’s revenues are derived from a large number of widely dispersed customers in many countries.Customers include multi-national companies and manufacturing companies, as well as distributors, agricul-turists, agents and agrochemical manufacturers who purchase the products either as finished goods or as in-termediate products for their own requirements.

The Company entered into an agreement for the sale of trade receivables in a securitization transaction, fordetails see note V.5.e. and f.

In June 2024, a two-years agreement with an international insurance company was renewed. The amount ofthe insurance coverage was fixed at $150 million cumulative per year. The indemnification is limited to 90%of the debt.

The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer,and by the demographic characterization of the customer’s base, including the risk of insolvency of the indus-try and geographic region in which the customer operates.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

B. Credit risk - (cont’d)

The Company management has prescribed a credit policy, whereby the Company performs current ongoingcredit evaluations of existing and new customers, and every new customer is examined thoroughly regardingthe quality of his credit, before offering him the Group’s customary shipping and payment terms. The exami-nation made by the Group includes an outside credit rating, if any, and in many cases, receipt of documentsfrom an insurance company. A credit limit is prescribed for each customer, outstanding amount of the accountsreceivable balance. These limits are examined annually. Customers that do not meet the Group’s criteria forcredit quality may do business with the Group on the basis of a prepayment or against furnishing of appropriatecollateral.

Most of the Group’s customers have been doing business with it for many years. In monitoring customer creditrisk, the customers were grouped according to a characterization of their credit, based on geographical location,industry, aging of receivables, maturity, and existence of past financial difficulties. Customers defined as “highrisk” are classified to the restricted customer list and are supervised by management. In certain countries,mainly, Brazil, customers are required to provide property collaterals (such as agricultural lands and equip-ment) against execution of the sales, the value of which is examined on a current ongoing basis by the Com-pany. In these countries, in a case of expected credit risk, the Company records a provision for the amount ofthe debt less the value of the collaterals provided and acts to realize the collaterals.

The Group closely monitors the economic situation in Eastern Europe and in South America on an ongoingbasis.

The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk of ac-count receivables, Other receivables and investments on a lifetime expected credit loss basis. See also notesⅢ.11 – Financial instruments, Ⅲ.12 – Accounts receivables and Ⅲ.14 – Other receivables.

Cash and deposits in banks

The Company holds cash and deposits in banks with a high credit rating. These banks are also required tocomply with capital adequacy or maintain a level of security based on different situations.

Guarantees

The Company’s policy is to provide financial guarantees only to investee companies.

Aging of receivables and expected credit risk

Presented below is the aging of the past due trade receivables:

December 31, 2024
Past due by less than 90 days573,952
Past due by more than 90 days754,072
1,328,024

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

B. Credit risk - (cont’d)

The company measure the provision for credit losses on a collective group basis, where receivables sharesimilar credit risk characteristics based on geographical locations. The examination for expected credit lossesis performed using model including aging analysis and historical loss experiences, and adjusted by the observ-able factors reflecting current and expected future economic conditions.When credit risk on a receivable has increased significantly since initial recognition, the group records specificprovision or general provision which is determined for groups of similar assets in countries in which there arelarge number of customers with immaterial balances.The Group has credit risk exposures for accounts receivables amounted to RMB 7,727,936 thousand relate tocategory of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 681,134thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has creditrisk exposures for other receivables amounted to RMB 17,830 thousand related to category of "Lifetime ex-pected credit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financialassets at amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses".

C. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when theycome due. The Group's approach to managing its liquidity risk is to assure, to the extent possible, an adequatedegree of liquidity for meeting its obligations timely, under ordinary conditions and under pressure conditions,without sustaining unwanted losses or hurting its reputation.

The cash-flow forecast is determined both at the level of the various entities as well as of the consolidatedlevel. The Company examines the current forecasts of its liquidity requirements in order to ascertain that thereis sufficient cash for the operating needs, including the amounts required in order to comply with the financialliabilities, while taking strict care that at all times there will be unused credit frameworks so that the Companywill not exceed the credit frameworks granted to it and the financial covenants with which it is required tocomply with. These forecasts take into consideration matters such as the Company’s plans to use debt forfinancing its activities, compliance with required financial covenants, compliance with certain liquidity ratiosand compliance with external requirements such as laws or regulation.

The surplus cash held by the Group subsidiaries, which is not required for financing the current ongoing op-erations, is invested in short-term interest-bearing investment channels.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

C. Liquidity risk - (cont’d)

(1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts,including estimated interest payments:

As at December 31, 2024
Third-Fifth yearContractualCarrying
First yearSecond yearFourth yearand aboveCash flowamount
Non-derivative financial liabili-ties
Short-term loans4,819,744---4,819,7444,748,720
Bills payables439,495---439,495439,495
Accounts payables4,934,865---4,934,8654,934,865
Other payables1,417,319---1,417,3191,417,319
Other current liabilities488,531---488,531488,531
Debentures payable897,989898,5501,708,4815,652,3119,157,3316,894,719
Long-term loans1,553,2881,145,1411,145,950-3,844,3793,659,643
Long-term payables12,12737,22249,316176,831275,496191,103
Lease Liabilities210,011147,196178,324621,5351,157,066773,548
Long-term liability in respect of business combinations-3,828--3,8283,493
Other non-current liabilities60,7172,730,562--2,791,2792,623,500
Derivative financial liabilities
Foreign currency derivatives268,155---268,155268,155
CPI/shekel forward transactions10,425---10,42510,425
15,112,6664,962,4993,082,0716,450,67729,607,91326,453,516

D. Market risks

Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates andprices of capital instruments, will affect the Group’s revenues or the value of its holdings in its financial in-struments. The objective of market risk management is to manage and monitor the exposure to market riskswithin acceptable parameters, while optimizing the return.

During the ordinary course of business, the Group purchases and sells derivatives and assumes financial lia-bilities for the purpose of managing market risks.

(1) CPI and foreign currency risks

Currency risk

The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in currenciesthat differ from the Group’s functional currency. The main exposure is in Euro, Brazilian real, USD and inNIS. In addition, there are smaller exposures to various currencies such as the British pound, Polish zloty,Australian dollar, Indian rupee, Argentine peso, Canadian dollar, South African Rand, Ukraine Hryunia, theTurkish lira and Chinese Yuan Renminbi.

The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedgethe cash flows risk, which derive from existing monetary assets and liabilities and anticipated sales and pur-chases, which may be affected by exchange rate fluctuations.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

D. Market risks - (cont’d)

(1) CPI and foreign currency risks - (cont’d)

The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the subse-quent year. Likewise, the Group hedges most of its monetary assets and liabilities denominated in a non- U.S.dollar currency. The Group uses foreign currency derivatives to hedge its currency risk, mostly with maturitydates of less than one year from the reporting date.

Solutions debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well as changesin the NIS exchange rate, could cause significant impact with respect to the subsidiary functional currency –the U.S. dollar. As of the approval date of the financial statements, the subsidiary had hedged most of itsexposure deriving from issuance of the debentures, in options and forward contracts.

(A) The Group’s exposure to NIS-CPI and foreign currency risk is as follows:

December 31, 2024
Total assetsTotal liabilities
In US Dollar2,182,8842,083,150
In Euro1,259,500923,608
In Brazilian real2,060,411414,540
CPI-linked NIS1,7117,029,119
In New Israeli Shekel324,5821,129,344
Denominated in or linked to other foreign currency2,770,6622,884,342
8,599,75014,464,103

(B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows:

December 31, 2024
Cur-rency/linkage receiv-ableCur-rency/linkage paya-bleAverage expiration dateUSD thou-sands Par valueRMB thousands Par valueFair value
Forward foreign currencyUSDEUR03/05/2025166,7881,198,942(119,754)
Contracts and call optionsUSDPLN03/02/202516,805120,804(911)
USDBRL10/02/2025184,3931,325,48763,221
USDGBP12/01/202525,822185,6224,584
USDZAR22/02/202528,840207,31110,663
ILSUSD19/01/20251,157,9098,323,512225,238
USDOTHER743,2135,342,5156,094
CPI forward contractsCPIILS22/06/2025658,0754,730,50716,107

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

D. Market risks - (cont’d)

(1) CPI and foreign currency risks - (cont’d)

(C) Sensitivity analysis

The appreciation or depreciation of the Dollar against the following currencies as of December 31, 2024and the increase or decrease in the CPI would increase (decrease) the equity and profit or loss by theamounts presented below. This analysis assumes that all the remaining variables, among others interestrates, remains constant.

December 31, 2024
Decrease of 5%Increase of 5%
EquityProfit (loss)EquityProfit (loss)
New Israeli shekel31,40215,83612,37822,989
British pound18,34218,342(18,342)(18,342)
Euro16,04617,670(16,046)(17,670)
Brazilian real19,89719,897(25,804)(25,804)
Polish zloty(3,601)(3,601)4,1984,198
South African Rand(38)(38)(939)(939)
Chinese Yuan Renminbi171,201171,201(158,553)(158,553)
CPI-linked NIS126,991126,991(126,991)(126,991)

(2) Interest rate risks

The Group has exposure to changes in the variable interest rate. The Group has different assets and liabil-ities in different countries which bear interest according to the economic environment in each country.Most of the loans, other than the debentures, bear Dollar SOFR and Euro ESTER interest. As a result,most of the variable interest exposure of those loans is to the SOFR interest.

The Company prepares a quarterly summary of exposure to a change in the SOFR interest rate. As at theapproval date of the financial statements, the Company had not hedged this exposure.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

VIII. Risk Related to Financial Instruments - (cont’d)

D. Market risks - (cont’d)

(2) Interest rate risks - (cont’d)

(A) Type of interest

The interest rate profile of the Group’s interest-bearing financial instruments was as follows:

December 31, 2024
Fixed-rate instruments – unlinked to the CPI
Financial assets
Other non-current assets352
Financial liabilities
Long-term loans (1)2,916,495
Long-term payables25,792
Other non-current liabilities359,420
(3,301,355)
Fixed-rate instruments – linked to the CPI
Financial liabilities
Debentures payable (1)6,894,719
Variable-rate instruments
Financial assets
Cash at banks1,234,953
Financial assets at fair value through profit or loss1,035
Other current assets72,725
Financial liabilities
Short-term loans and credit from banks4,748,720
Long-term loans (1)743,148
Long-term payables144,839
Other non-current liabilities1,971,491
(6,299,485)

(1) Including current maturities.

(B) Sensitivity analysis of cash flows regarding variable-interest instruments

A change of 5% in the interest rates on the reporting date would increase or reduce equity and profit or lossby the amounts presented below. This analysis assumes that all the remaining variables, among others ex-change rates, remained fixed.

Profit or lossEquity
Increase in interestDecrease in interestIncrease in interestDecrease in interest
As at December 31, 20242,984(3,023)2,984(3,023)

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

IX. Fair Value

The fair value of forward contracts on foreign currency is based on their listed market price, if available. In theabsence of market prices, the fair value is estimated based on the discounted difference between the statedforward price in the contract and the current forward price for the residual period until redemption, using anappropriate interest rate.

The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluatedthrough discounting future cash flow estimates, based on the conditions and duration to maturity of each contract,using the market interest rates of a similar instrument at the measurement date and in accordance with the Black& Scholes model.

1. Financial instruments measured at fair value for disclosure purposes only

The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills andaccounts receivable, receivables financing, other receivables, short-term loans, bills and accounts payable andother payable, are the same or proximate to their fair value.

The following table details the carrying amount in the books and the fair value of groups of non-current financialinstruments presented in the financial statements not in accordance with their fair values:

December 31, 2024
Carrying amountFair value
Financial assets
Other non-current assets (a – Level 2)65,12757,008
Financial liabilities
Long-term loans and others (b – Level 2)6,956,4876,697,532
Debentures (c – Level 1)6,894,7197,253,517

a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptableinterest rate for similar investment having similar characteristics (Level 2).b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptableinterest rate for similar loans having similar characteristics (Level 2).c) The fair value of the debentures is based on stock exchange quotes (Level 1).

2. The interest rates used in determining fair value

The interest rates used to discount the estimate of anticipated cash flows are:

December 31, 2024
%
U.S. dollar interest8.03-8.82
Chinese Yuan Renminbi1.30-4.04
Euro5.08-6.23

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

- 261 -

IX. Fair Value - (cont’d)

3. Fair value hierarchy of financial instruments measured at fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. The table below presents an analysis of financial instru-ments measured at fair value. The various levels have been defined as follows:

? Level 1: quoted prices (unadjusted) in active market for identical instrument.? Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.? Level 3: inputs that are not based on observable market data (unobservable inputs).

The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputsand therefore are concurrent with the definition of level 2.

December 31
2024
Forward contracts and options used for hedging the cash flow (Level 2)27,926
Forward contracts and options used for economic hedging (Level 2)177,316
Other equity investment (Level 2)131,473
Receivables financing (Level 2)144,763
Other non-current assets (Level 2)60,296
Other (Level 2)1,035
Financial InstrumentFair value
Forward contractsFair value measured on the basis of discounting the difference between the stated forward price in the contract and the current forward price for the residual period until redemption using an appropriate interest rates.
Foreign currency optionsThe fair value is measured based on the Black&Scholes model.

No transfer between any levels of the fair value hierarchy in the reporting period.

No change in the valuation techniques in the reporting period.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

X. Related parties and related party transactions

1. Information on parent Company

Company nameRegistered placeBusiness natureRegistered capital (Thousand RMB)Shareholding percentagePercentage of voting rights
Syngenta GroupShanghai, ChinaProduction and sales of agro-chemicals, fertiliz-ers and GM seeds11,144,54578.47%78.47%

The Company’s ultimate controlling shareholder is Sinochem Holdings .

2. Information on the largest subsidiaries of the Company

For information about the subsidiaries of the Company, refer to Note VII.1.

3. Information on largest joint ventures and associates of the Company

For information about the joint ventures and associates of the Company, refer to Note V.12.Other joint ventures and associates that have related party transactions with the Group during this period or theprevious periods are as follows:

Name of entityRelationship with the Company
Innovaroma SAJoint venture of the Group

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

X. Related parties and related party transactions - (cont’d)

4. Information on other related parties

Name of other related partiesRelated party relationship
Beijing Guangyuan Yinong Chemical Co., LTDCommon control
Beijing Junmao Real Estate Co. Ltd.Common control
Zhonglan Lianhai Design and Research InstituteCommon control
Bluestar (Beijing) Chemical Machinery Co. Ltd.Common control
Bluestar Engineering Co. Ltd.Common control
Changsha Huaxing Construction Supervision Co. Ltd.Common control
China Chemical Information CenterCommon control
China National Bluestar (Group) Co. Ltd.Common control
China National Chemical Agrochemical CorporationCommon control
Dipagro LTDACommon control
Elkem Silicones Brasil Ltd.Common control
Elkem Silicones Hong Kong Co. Ltd.Common control
Hangzhou (torch) Xidou door Film Industry Co., LTDCommon control
Henan Junhua Development Co. Ltd.Common control
Jiangsu Huaihe Chemical Co. Ltd.Common control
Jiangsu Ruixiang Chemical Co., LTDCommon control
Jiangsu Yangnong Chemical Co. Ltd.Common control
Jiangsu Youjia Plant protection Co., LTDCommon control
Jiangsu Youshi Chemical Co., LTDCommon control
Jiangxi Bluestar Xinghuo Organic Silicone Co.Ltd.Common control
Jingzhou Sanonda Holdings Co. Ltd.Common control
OOO SyngentaCommon control
P.T. Syngenta IndonesiaCommon control
Produtécnica Nordeste Comércio de Insumos Agrícolas Ltda.Common control
PT Syngenta Seed IndonesiaCommon control
Qingdao Rubber Six Conveyor Belt Co.Ltd.Common control
Shandong Dacheng Agrochemical Company LimitedCommon control
Shenyang Chemical Co., Ltd.Common control
Shenyang Shenhua Institute Testing Technology Co. Ltd.Common control
Sinochem (Hainan) Agroecology Co.Common control
Sinochem (Linyi) Crop Nutrition Co. LtdCommon control
Sinochem Agriculture (Xinjiang) Biotechnology Co. Ltd.Common control
Sino MAPCommon control
Sinochem Agro Co. Ltd.Common control
Sinochem Chemical Science and Technology Research Institute Co., LTDCommon control
Sinochem Crop Protection Prod Co Changji Tianshan Linong BranchCommon control
Sinochem Crop Protection Products Co. LTDCommon control
Sinochem Fertilizer Company LimitedCommon control
Sinochem Information Technology Co. Ltd.Common control
Sinochem International Crop Care (Overseas) Pte. Ltd.Common control
Sinochem Innovation (Beijing) Technology Research Institute Co., Ltd.Common control
Sinochem Lantian Fluorine Materials Co. Ltd.Common control
Sinochem Modern Agriculture (Gansu) Co. LTDCommon control
Sinochem Modern Agriculture (Guangxi) Co. LTDCommon control
Sinochem Modern Agriculture (Hubei) Co. LTDCommon control
Sinochem Modern Agriculture (Hunan) Co. LTDCommon control
Sinochem Modern Agriculture (Inner Mongolia) Co. LTDCommon control

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

X. Related parties and related party transactions - (cont’d)

4. Information on other related parties - (cont’d)

Name of other related partiesRelated party relationship
Sinochem Modern Agriculture (Jiangsu) Co. LTDCommon control
Sinochem Modern Agriculture (Liaoning) Co. LTDCommon control
Sinochem Modern Agriculture (Zhejiang) Co. LTDCommon control
Sinochem Modern Agriculture (Xinjiang) Co. LTDCommon control
Sinochem Modern Agriculture Anhui Co. LTDCommon control
Sinochem Modern Agriculture Sichuan Co. LTDCommon control
Syngenta (China) Investment Company LtdCommon control
Syngenta Agro (Argentina) S.A.Common control
Syngenta Agro AGCommon control
Syngenta Agro d.o.o.Common control
Syngenta Agro GmbHCommon control
Syngenta Agro SA de CVCommon control
Syngenta Australia Pty LtdCommon control
Syngenta Canada IncCommon control
Syngenta Comercial AgricolaCommon control
Syngenta Crop Protection AGCommon control
Syngenta Crop Protection BVCommon control
Syngenta Crop Protection LLCCommon control
Syngenta Crop Protection Ltd.Common control
Syngenta Crop Protection SACommon control
Syngenta Czech s.r.o.Common control
Syngenta Espa?a S.A.Common control
Syngenta France S.A.SCommon control
Syngenta A.G.Common control
Syngenta Group Saturn (NL) B.V.Common control
Syngenta Hellas AEBECommon control
Syngenta India LtdCommon control
Syngenta Italia SpACommon control
Syngenta Korea LtdCommon control
Syngenta Polska Sp. z.o.o.Common control
Syngenta Protecao de Cultivos LtdaCommon control
Syngenta S.A.Common control
Syngenta Seeds LTDACommon control
Syngenta Slovakia s.r.o.Common control
Syngenta Tarim Sanay ve Ticaret ASCommon control
Syngenta Vietnam LimitedCommon control
Syngenta Zambia LimitedCommon control
Tov SyngentaCommon control
Valagro S.p.A.Common control
Syngenta Nantong Crop Protection Co.,LTDCommon control
China Bluestar Chengrand Research Institute Chemical IndustryCommon control
Zhonglan International Chemical Co. Ltd.Common control
Ningxia Ruitai Technology Co. Ltd.Common control
Shenyang Sciencreat Chemicals Co. Ltd.Common control
Shenyang Sinochem Agrochemicals R&D Co.,Ltd.Common control
Sinochem Finance CorporationCommon control
Sinochem Hebei Co. Ltd.Common control

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

X. Related parties and related party transactions - (cont’d)

4. Information on other related parties - (cont’d)

Name of other related partiesRelated party relationship
Luxi Group Co.Ltd.Common control
Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd.Common control
Liaocheng Luxi Polyol New Material Technology Co. Ltd.Common control
Liaocheng Luxi Methylamine Chemical Co. Ltd.Common control
Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd.Common control
Sinochem Petrochemical Sales Co. Ltd.Common control
Jiangsu Huifeng Biological Agriculture Co., LtdMinority shareholder and its subsidiary
Nongyi Net (Yangling) e-commerce Co., Ltd.Minority shareholder and its subsidiary
Shanghai focus supply chain Co., LtdMinority shareholder and its subsidiary
Shanghai nengjianyuan Biological Agriculture Co., LtdMinority shareholder and its subsidiary

5. Transactions and balances with related parties

(1) Transactions with related parties

Year ended December 31
Type of purchaseRelated Party Relationship20242023
Summary of purchase of goods/services:
Purchase of goods/services receivedCommon control under Si-nochem Holdings1,404,5961,663,662
Minority shareholder and its subsidiary27,40023,470
Purchase of fixed assets and other assetsCommon control under Si-nochem Holdings-2,652
Lease expensesCommon control under Si-nochem Holdings285662
Minority shareholder and its subsidiary1,8495,381
Summary of Sales of goods:
Sale of goods/ Service renderedCommon control under Si-nochem Holdings1,212,5881,580,123
Joint venture82,37577,422
Minority shareholder and its subsidiary51,40376,714
Lease incomeMinority shareholder1,1321,175

(2) Guarantees

The Group as the guarantee receiver

Guarantee providerAmount of guaranteed loanInception date of guarantyMaturity date of guarantyGuaranty com-pleted (Y / N)
Parent company283,00021/04/202120/04/2028N
69,01701/06/202131/05/2028N

* During the reporting period, the Company paid a guarantee fee amounting to 414 thousand RMB(2023 1-12: 434 thousand RMB) to the parent company.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

X. Related parties and related party transactions - (cont’d)

5. Transactions and balances with related parties - (cont'd)

(3) Remuneration of key management personnel and directors

Periods ended December 31
20242023
Remuneration of key management personnel and directors24,25128,212

(4) Receivables from and payables to related parties (including loans)

Receivable Items

December 31December 31
20242023
ItemsRelated Party Relation-shipBook BalanceExpected credit lossesBook BalanceExpected credit losses
Trade receivablesCommon control under Sinochem Holdings243,093-150,942-
Joint venture13,198-23,507-
Minority shareholder and its subsidiary8,163-22,361-
Other Non-Current assetsCommon control under Sinochem Holdings--21-
PrepaymentsCommon control under Sinochem Holdings617-19,208-
Minority shareholder and its subsidiary547-1,530-

Payable Items

December 31December 31
ItemsRelated Party Relationship20242023
Trade payablesCommon control under Sinochem Hold-ings235,899272,928
Minority shareholder and its subsidiary25663
Other payablesCommon control under Sinochem Hold-ings35,45032,122
Minority shareholder and its subsidiary1,6411,826
Contractual liabilityCommon control under Sinochem Hold-ings38,67675,903
Short-term loans *Common control under Sinochem Hold-ings2,731,5912,124,810
Other non-current li-abilities *Common control under Sinochem Hold-ings2,330,9112,354,133

* Include liabilities are loans from a related party, the interest expenses for the year ended December 31,2024 is 238,966 thousand RMB (year ended December 31, 2023: 139,457 thousand RMB ).

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

X. Related parties and related party transactions - (cont’d)

5. Transactions and balances with related parties - (cont'd)

(4) Receivables from and payables to related parties (including loans) (cont'd)

On October 27, 2021, the Board of Directors first approved (following the pre-approval of the Company’sindependent directors dated October 25, 2021) the Company, through one of its subsidiaries, entering intocommitted credit facilities agreements in the aggregate amount of $100 million (RMB 713 million) on mar-ket terms with Syngenta Group, or any of its subsidiaries. Following the approvals of the Company’s requi-site organs, these facilities were amended and further increased in December 2022 and in April 2023, to anaggregate amount of $400 million (RMB 2,851 million). As of December 31 2024, a total of $400 million(RMB 2,851 million) was utilized.On August 28, 2023, the Board of Directors approved (following the pre-approval of the Company’s inde-pendent directors dated August 22, 2023) the Company, through one of its subsidiaries, entering into anadditional committed credit facility agreement in the amount of RMB 2,000 million with Syngenta Group,or any of its subsidiaries. As of December 31, 2024, a total of RMB 2,000 million was utilized.On April 25, 2024, the Board of Directors approved (following the pre-approval of the Company’s inde-pendent directors dated April 24, 2024) the Company, through one of its subsidiaries, entering into an com-mitted credit facility agreement (“the Previous Credit Facility”) in the amount of $200 million (RMB 1,425million) with one subsidiary of Syngenta Group.On November 6, 2024, the Board of Directors approved (following the pre-approval of the Company’s in-dependent directors dated November 5, 2024) the Company to apply, on top of the previous credit facitiliy,a new credit line with an estimated amount of no more than $200 million (RMB 1,438 million) and to signa new facility agreement. As of December 31, 2024, $30 million (RMB 216 million) was utilized underthis agreement.

(5) Other related party transactions

The closing balance of bank deposit in Sinochem Finance Corporation was 627,434 thousand RMB(31.12.23: 565,624) Interest income of bank deposit for the current period was 6,626 thousand RMB (amountfor twelve months ended December , 2023 was 4,287 thousand RMB).The closing balance of a loan received from Sinochem Finance Corporation was 20,000 thousand RMB(31.12.23: nil).. Interest expenses in the current period was 228 thousand RMB (amount for twelve monthsended December , 2023 was 561 thousand RMB).

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XI. Commitments and contingencies

1. Significant commitments

December 31December 31
20242023
Investment in Fixed assets195,204308,875

2. Commitments and Contingent Liabilities

On June 12, 2024, the 3rd meeting of the 10th session of the Board of Directors of the Company approved theengagement on the purchase of joint liability insurance policy for Directors, Supervisors and Senior Executivesof the Company and its PRC subsidiaries, by way of adding the Company to the Directors and Officers liabilityinsurance policy of Syngenta Group, which shall provide shared coverage. On June 28, 2024,the Company’s 2nd Interim Shareholders Meeting in 2024 approved the above engagement. The insurance period is from July1, 2024 to June 30, 2025.

Environmental protectionThe manufacturing processes of the Company and the products it produces and market, entail environmentalrisks that impact the environment. The Company invests substantial resources in order to comply with the ap-plicable environmental laws and attempts to prevent or minimize the environmental risks that could occur as aresult of its activities. To the best of the Company’s knowledge, at the balance sheet date, there are no materialenvironmental issues relating to the Company, there are no material administrative penalties or investigationsrelated to environment, health and safety imposed or initiated by regulatory authorities, and none of the materialpermits and licenses regarding environmental issues required for the Company’s day to day operations havebeen revoked.

Claims against subsidiariesIn the ordinary course of business, legal claims were filed against subsidiaries, including claims for patent in-fringement. The Company, inter alia, like other companies operating in the crop protection market, is exposedto class actions for large amounts, which it must defend against while incurring considerable costs, even if theseclaims have no basis in the first place. In the opinion of the Company’s management, which is based, inter alia,on the opinions of its legal advisors regarding the prospects of the proceedings, the financial statements includeadequate provisions where necessary to cover the exposure resulting from the claims.

On October 20, 2020, a claim and a motion for its approval as a class action (the “Motion”) was filed againstMonsanto Company and Bayer AG (the “Manufacturers”) as well as against ADAMA Agan Ltd., a wholly-owned subsidiary of Solutions, with respect to an herbicide bearing the brand name Roundup, which is producedby the Manufacturers and distributed in Israel in small quantities by Solutions’ subsidiary. The applicants arguethat the product allegedly poses a risk to users or those who have been exposed to it. Solutions and its subsidiaryreject the allegations against the subsidiary in the Motion and in the statement of claim. Based on the opinionof Solutions’ external counsels given this preliminary stage, as of the date of the financial statements the Motionand claim are not expected to have any non-negligible effect on the Company’s financial results. In addition,and as Solutions is an authorized distributor of the Manufactures, the Manufactures undertook to fully indemnify,defend and hold harmless ADAMA Agan Ltd., for any monetary compensation or any other remedy it will haveto make in connection with the Motion.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

XI. Commitments and contingencies - (cont’d)

2. Commitments and Contingent Liabilities - (cont’d)

Claims against subsidiaries (cont’d)In June 2021, a lawsuit was filed against a subsidiary of the Company, alleging two patents owned by a largecompetitor of the Company, have been infringed by such subsidiary. Among the claims, the plaintiff seekspreliminary and permanent injunctions to prevent the subsidiary from manufacturing, using or commercializinga product that allegedly infringes the plaintiff’s patents, and seeks actual damages and profits loss. The saidpreliminary injunctions were granted by the court in favor of the plaintiff. The subsidiary has filed appealsagainst such preliminary injunctions, which were rejected. Prior to such claims, and on-going, the subsidiaryfiled several lawsuits against the said plaintiff seeking to declare the said patents are invalid and the subsidiarydoes not infringe them. In May 2023, an additional lawsuit (including a preliminary injunction) was filed by thesame large competitor against said subsidiary, alleging infringement of the same two patents for a differentproduct. The said preliminary injunction was rejected by the court, and plaintiff’s appeals with respect theretoare pending. All these lawsuits are pending as of the approval date of the financial statements. At this stage, theclaims filed by the plaintiff are not expected to have a material effect on the Company.

Certain claims relating to alleged product liability damages were issued to a Company’s subsidiary. During2024, the majority of the claims were settled in a total amount of approximately EUR 33 million (approximatelyRMB 257 million).

Various immaterial claims have been filed against Group companies in courts throughout the world, in imma-terial amounts, for causes of action primarily involving employee-employer relations and various civil claims,for which the Company did not record a provision in the financial statements. The claims that in the estimationof Company’s management, based on its legal advisors’ opinion, have lower chances of succeeding than beingrejected, amount to a negligible amount. Furthermore, claims were filed against the Company for product lia-bility damages, for which the Company has adequate insurance coverage, such that the Company’s exposure inrespect thereof is limited to the deductible amount or the amount thereof does not exceed the deductible amount.

Performance commitmentsWhen the Company acquired the equity interest in Adama Huifeng (shanghai) Agricultural Technology Co.,Ltd (“Adama Huifeng (Shanghai)”) and Adama Hiufeng (Jiangsu) Co. Ltd.(“Adama Huifeng (Jiangsu)") fromJiangsu Huifeng Biological Agriculture Co., Ltd (“Jiangsu Huifeng”) during 2020 and 2021, there were perfor-mance commitments made by Jiangsu Huifeng regarding specific business operations of the acquired subsidi-aries. If the performance commitments is not met, Jiangsu Huifeng shall make a price adjustment paymentcalculated based on a method as agreed. By the end of 2023 when the commitment period ended, the perfor-mance commitments has not been fulfilled. As of the date of this report, the Company has not received anyconfirmation from Jiangsu Huifeng for the price adjustment payment, nor has it received the correspondingprice adjustment payment. There are currently disputes between the Company and Jiangsu Huifeng regardingthe price adjustment payment, and the arbitration application filed by the Company as the Applicant to theShanghai International Economic and Trade Arbitration Commission against Jiangsu Huifeng as the claimanthas been accepted in May 2024. The arbitration case was heard by the arbitration tribunal in September 2024,but has not yet resulted in a legally binding judgment or ruling, and there is uncertainty about the final realizationof the above-mentioned price adjustment payment. Therefore, it is not yet possible to make a reliable estimateof the amount and recoverability of the price adjustment payment.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XII. Events subsequent to the balance sheet date

The Company is not aware of any events subsequent to the balance sheet date.XIII. Share-based Payments

1. In February 2019, the remuneration committee and Solutions Board of Directors (as well as the General Meet-

ing with respect to theformer CEO and Vice President who also serves as a director) approved the allocation

of 77,864,910 phantom warrants to officers and employees in accordance with the long-term phantom com-

pensation plan (hereinafter - "the 2019 Plan"), out of which 75,814,897 phantom warrants were granted at the

grant date of February 21, 2019. During 2019, 1,206,081 additional Phantom warrants were granted.

The warrants will vest in four equal portions, where the first and second quarters are exercisable after two

years, the third quarter after three years and the fourth quarter after four years from January 1, 2019. The

warrants will be exercisable, in whole or in part, in accordance with the terms of the 2019 plan, and subject to

achieving financial targets as determined in the plan. The warrants will be exercisable until the end of 2025.

Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference

between the base price as determined at the time of the grant and the closing price of one share of the Company

on the Shenzhen Stock Exchange, as it will be on the exercise date up, to the ceiling that was determined under

the plan.

The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model.

The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the

grant date, amounted to a total of approximately 186 million RMB. The liability at the end of the reporting

period was recorded according to the vesting period as determined in the plan, taking into account the extent

of the service that the employees provided until that date and the Company’s share price at the end of the

reporting period.

Statement of share based payments in the periodPhantom warrants
Total number of Phantom warrants at the beginning of the period29,060,009
Total number of Phantom warrants granted in current period-
Total number of Phantom warrants exercised in current period-
Total number of Phantom warrants forfeited in current period(8,769,984)
Total number of Phantom warrants at the end of the period20,290,025
The exercise prices and the remainder of the contractual period for Phantom warrants outstanding at the end of periodRMB 9.87 – 10.85 1 year

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

XIII. Share-based Payments - (cont’d) 1. (cont’d) The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB)10.85
Exercise increment (RMB)10.03/10.85
Expected volatility43.97%
Risk-free interest rate3.06 %
Economic value as of February 21, 2019 (in thousands RMB)186,206
The methods for the determination of the fair value of liabilities arising from cash-settled share-based paymentsThe binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based pay-ments (in thousands RMB)9,532
Expenses arising from cash-settled share-based payments in current period (in thousands RMB)(1,828)

2. In September 2019, the remuneration committee and Solutions Board of Directors (and the General Meeting

with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017Plan against the allocation of 28,258,248 warrants in accordance with the long-term phantom compensationplan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocationdate is September 26, 2019. During 2019, an additional 90,130 Alternative Phantom Warrants were granted.

The alternative warrants will vest in four equal portions, where the first quarter is exercisable after one year,the second quarter after two years, the third quarter after three years and the fourth quarter after four yearsfrom October 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms ofthe Alternative Plan, and subject to achieving financial targets as determined in the plan. The warrants will beexercisable until October 1, 2026.

Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the differencebetween the base price as determined at the time of the grant and the closing price of one share of the parentcompany on the Shenzhen Stock Exchange, as it will be on the exercise date up to the ceiling that was deter-mined under the plan.

The fair value of the total granted alternative warrants at the allocated date is equal to the fair value of the totalwarrants canceled from the 2017 plan.

The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at thecancellation and allocation date, amounted to a total of approximately 69 million RMB. The liability in thefinancial statements at the end of the reporting period was recorded at the fair value estimated using the bino-mial option pricing model and by the vesting period from the original grant date of the 2017 plan to the endof the service period determined by the alternative plan, taking into account the extent of the service that theemployees provided until that date and the stock price at the reporting date.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XIII. Share-based Payments - (cont’d)

2. (cont’d)

Statement of share based payments in the period

Phantom warrants
Changes in the number of 2017 Plan:
Total number of Phantom warrants at the beginning of the period11,182,004
Total number of Phantom warrants granted in current period-
Total number of Phantom warrants exercised in current period-
Total number of Phantom warrants forfeited in current period(3,777,443)
Total number of Phantom warrants at the end of the period7,404,561
The range of the exercise prices and the remainder of the contractual period for Phantom warrants outstanding at the end of periodRMB 9.37 – 9.43 1.75 years
The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB)9.23
Exercise increment (RMB)9.43
Expected volatility40.29%
Risk-free interest rate3.14 %
Economic value as of September 26, 2019 (in thousands RMB)68,836
The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments related to the alternative planThe binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based pay-ments related to the alternative plan (in thousands RMB)4,659
Expenses (income) arising from cash-settled share-based payments in cur-rent period related to the alternative plan (in thousands RMB)(2,522)

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XIV. Other significant items

1. Segment reporting

The Company presents its segment reporting based on a format that is based on a breakdown by businesssegments:

? Crop Protection (Agro)

This is the main area of the Company’s operations and includes the manufacture and marketing of conven-tional agrochemical products.

? Intermediates and ingredients

This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant),aromatic products, and other chemicals. It combines all the Company’s activities not included in the CropProtection products segment.

Segment results reported to the chief operating decision maker include items directly attributable to a segmentas well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly financingexpenses, net, gains from changes in fair value, investment income and tax expenses.

All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributedassets include: accounts and bills receivables, receivables financing, inventory, fixed assets, right-of-use assets,construction in progress, intangible assets, goodwill, non-current trade receivables and long-term equity in-vestments. Attributed liabilities include account payables, bill payablesand lease liabilities. All other assetsand liabilities which are not attributable to a specific segment are presented as unallocated assets and liabilities.

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XIV. Other significant items - (cont'd)

1. Segment reporting - (cont’d)

Information regarding the results and assets and liabilities of each reportable segment is included below:

Crop ProtectionIntermediates and ingredientsElimination among segmentsTotal
Year ended December 31Year ended December 31Year ended December 31Year ended December 31
20242023202420232024202320242023
Operating income from external customers26,802,03630,014,6572,686,0102,764,799--29,488,04632,779,456
Inter-segment operating income--1,3361,152(1,336)(1,152)-
Interest in the profit or loss of associates and joint ventures--8,20166,33--8,20166,33
Segment's results(363,092)402,31652,37013,524--(310,722)415,840
Financial expenses1,769,8301,183,118
Loss from changes in fair value(46,074)(650,374)
Investment income2,324742,21
Loss before tax(2,124,302)(1,404,910)
Income tax expenses778,902200,977
Loss(2,903,204)(1,605,887)
Crop ProtectionIntermediates and ingredientsUnallocated assets and liabilitiesTotal
December 31December 31December 31December 31December 31December 31December 31December 31
20242023202420232024202320242023
Total assets40,394,51943,609,2352,371,1482,322,8737,294,1109,473,69550,059,77755,405,803
Total liabilities6,878,3726,574,117291,201321,61423,899,11026,585,59731,068,68333,481,328

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XIV. Other significant items - (cont'd)

1. Segment reporting - (cont’d)

Geographic information

The following tables sets out information about the geographical segments of the Group’s operating incomebased on the location of customers (sales target) and the Group's non-current assets (including mainly fixedassets, right-of-use assets, construction in progress, investment properties intangible assets and goodwill). Inthe case of investment property, fixed assets, right of used assets and construction in progress, the geographicallocation of the assets is based on its physical location. In case of intangible assets and goodwill, the geograph-ical location of the company which owns the assets.

Operating income from external custom-ers
Year ended December 31
20242023
Europe, Africa and Middle East7,988,8638,691,499
North America6,059,6175,770,415
Latin America7,375,7599,122,996
Asia Pacific8,063,8079,194,546
29,488,04632,779,456
Specified non-current assets
December 31December 31
20242023
Europe, Africa and Middle East14,235,01414,258,655
North America1,252,3521,303,868
Latin America1,730,4722,303,208
Asia Pacific5,058,3915,747,484
22,276,22923,613,215

2. The dependency on major customers

No single customer's proportion of the total amount of sales is over 10%.

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

XIV. Other significant items - (cont'd)

3. Calculation of losses per share and Diluted earnings per share

Amount for the current periodAmount for the prior period
Net loss from continuing operations attributable to ordinary share-holders(2,903,204)(1,605,887)
SharesAmount for the current periodAmount for the prior period
Number of ordinary shares outstanding at the beginning of the year2,329,811,7662,329,811,766
Add: weighted average number of ordinary shares issued during the year--
Less: weighted average number of ordinary shares repurchased during the year--
Weighted average number of ordinary shares outstanding at the end of the year2,329,811,7662,329,811,766
Amount for the current periodAmount for the prior pe-riod
Calculated based on net loss attributable to ordinary shareholders
Basic losses per share(1.25)(0.69)
Diluted losses per shareN/AN/A
Calculated based on net loss from continuing operations attributable to ordinary shareholders:
Basic losses per share(1.25)(0.69)
Diluted losses per shareN/AN/A
Calculated based on net loss from discontinued operations attributa-ble to ordinary shareholders:
Basic losses per shareN/AN/A
Diluted losses per shareN/AN/A

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements

1. Cash at bank and on hand

December 31December 31
20242023
Deposits in banks39,173157,186
Other cash and bank balances1,8586,460
41,031163,646

As at December 31, 2024, restricted cash and bank balances was 1,858 thousand RMB (as at December 31,2023: 6,460 thousand RMB).

2. Accounts receivable

a. By category

December 31, 2024
Book valueProvision for expected credit losses
AmountPercentage (%)AmountPercentage (%)Carrying amount
Account receivables assessed individually for impairment13,893113,893100-
Account receivables assessed collectively for impairment1,182,10499--1,182,104
1,195,99710013,89311,182,104
December 31, 2023
Book valueProvision for expected credit losses
AmountPercentage (%)AmountPercentage (%)Carrying amount
Account receivables assessed individually for impairment13,893113,893100-
Account receivables assessed collectively for impairment1,141,83999--1,141,839
1,155,73210013,89311,141,839

b. Aging analysis

December 31, 2024
Within 1 year (inclusive)1,074,466
Over 1 year but within 2 years107,638
Over 2 years but within 3 years-
Over 3 years but within 4 years-
Over 4 years but within 5 years15
Over 5 years13,878
1,195,997

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

2. Accounts receivable - (cont'd)

c. Addition, written-back and written-off of provision for expected credit losses during the period

Year ended December 31, 2024
Balance as of January 113,893
Addition during the year, net-
Write back during the year-
Write-off during the year-
Exchange rate effect-
Balance as of December 3113,893

d. Five largest accounts receivable at December 31, 2024:

NameClosing balanceProportion of Accounts re-ceivable (%)Allowance of expected credit losses
Party 11,097,57192-
Party 222,2402-
Party 316,8011-
Party 413,1461-
Party 56,6181-
1,156,37697-

3. Receivable financing

December 31December 31
20242023
Bank acceptance draft34,3507,929
34,3507,929

As at at December 31, 2024, bank acceptance endorsed but not yet due amounts to 280,833 thousand RMB.

4. Other Receivables

December 31December 31
20242023
Other receivables24,39311,611
24,39311,611

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

4. Other Receivables - (cont'd)

(1) Other receivables

a. Other receivables by categories

December 31December 31
20242023
Other29,76916,987
Provision for expected credit losses(5,376)(5,376)
24,39311,611

b. Other receivables by aging

December 31, 2024
Within 1 year (inclusive)12,782
Over 1 year but within 2 years-
Over 2 years but within 3 years113
Over 3 years but within 4 years91
Over 4 years but within 5 years*11,830
Over 5 years4,953
29,769

* Include intergroup balance with Anpon

c. Additions, recovery or reversal and written-off of provision for expected credit losses during the

period:

Year ended December 31, 2024
Balance as of January 1, 20245,376
Addition during the period-
Written back during the period-
Write-off during the period-
Balance as of December 31, 20245,376

d. Five largest other receivables at December 31 2024:

NameClosing balanceProportion of other re-ceivables (%)Credit loss provision
Party 1*24,39382-
Party 23,125103,125
Party 35482548
Party 42371237
Party 52211221
28,524964,131

* Include intergroup balance with Anpon

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

5. Long-term equity investments

December 31, 2024December 31, 2023
Amount balanceImpairment lossBook valueAmount balanceImpairment lossBook value
Invest in subsidiaries17,511,35280,63617,430,71617,511,35280,63617,430,716
17,511,35280,63617,430,71617,511,35280,63617,430,716

Investments in subsidiaries

Invested unitOpening balanceIncreaseDecreaseProvision of impairment lossClosing bal-anceBalance of Impairment loss
ADAMA Agricultural Solutions Ltd.15,890,213---15,890,213-
Adama Anpon (Jiangsu) Ltd.450,449---450,449-
ADAMA Hiufeng (Jiangsu) Co. Ltd.789,116---789,116(59,024)
Hubei Sanonda Foreign Trade Co. Ltd.11,993---11,993-
Adama Huifeng (shanghai) Agricul-tural Technology Co., Ltd288,945---288,945(21,612)
17,430,716---17,430,716(80,636)

6. Operating Income and operating costs

Year ended December 31, 2024Year ended December 31, 2023
RevenueOperating costsRevenueOperating costs
Main operations1,756,5781,551,3411,968,6171,661,622
Other operations45,21515,00539,95716,475
1,801,7931,566,3462,008,5741,678,097

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

7. Notes to items in the cash flow statements

(1) Other cash received relevant to operating activities

Year ended Decem-ber 31, 2024Year ended De-cember 31, 2023
Interest income6,1098,584
Government subsidies4,65710,524
Other6,40620,055
17,17239,163

(2) Other cash paid relevant to operating activities

Year ended De-cember 31, 2024Year ended De-cember 31, 2023
Professional services33,55380,049
Transportation and Commissions-46,924
Other22,12229,749
55,675156,722

(3) Other cash received relevant to investing activities

Year ended De-cember 31, 2024Year ended De-cember 31, 2023
Loans180,000125,000
Other4,1476,042
184,147131,042

(4) Other cash paid relevant to investing activities

Year ended De-cember 31, 2024Year ended De-cember 31, 2023
Loans-125,000
-125,000

(5) Other cash received relevant to financing activities

Year ended De-cember 31, 2024Year ended De-cember 31, 2023
Deposit for issuing bills payables9,88415,960
9,88415,960

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

7. Notes to items in the cash flow statements

(6) Other cash paid relevant to financing activities:

Year ended De-cember 31, 2024Year ended De-cember 31, 2023
Deposit for issuing bills payable5,2829,670
Other460627
5,74210,297

8. Supplementary information to cash flow statement

(1) Reconciliation of net profit to net cash flows generated from operating activities:

Year ended December 31
20242023
Net profit249,928311,196
Add: Asset Impairment reversal (losses)160,04191,574
Credit impairment reversal (losses)-(655)
Depreciation of fixed assets and investment property235,036229,740
Depreciation of-right-of use assets1,1362,588
Amortization of intangible assets12,11612,091
Gain (losses) on disposal of fixed assets, intangible assets and other long-term assets(481)1,509
Losses (gains) from changes in fair value(326,340)(230,135 )
Financial expenses12,22337,478
Investment income(34,070)(29,818)
Increase in deferred income tax assets28,601(295 )
Decrease (increase) in inventory(38,120)30,107
Increase in accounts receivable from operating activities(117,885)(395,607 )
Increase (decrease) in payables from operating activities62,395(21,569 )
Net cash flows generated from operating activities244,58038,204

(2) Net increase in cash and cash equivalents

Year ended December 31
20242023
Closing balance of cash39,173157,186
Less: Opening balance of cash157,186258,330
Net increase in cash and cash equivalents(118,013 )(101,144)

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

9. Related parties and related parties transactions

(1) Information on parent Company

Company nameRegistered placeBusiness natureRegistered capital (Thou-sand RMB)Shareholding percentagePercentage of voting rights
Syngenta GroupShanghai, ChinaProduction and sales of agrochemicals, fer-tilizers and GM seeds11,144,54578.47%78.47%

The ultimate controlling shareholder is Sinochem Holdings .

(2) Information on the subsidiaries of the Company

For information about the subsidiaries of the Company, refer to Note VII.1.

(3) Transactions with related parties

a. Transactions of goods and services

Year ended December 31
20242023
Summary of Purchase of goods/services received:Related Party Relationship
Purchase of goods/services receivedCommon control un-der Sinochem Holdings67,59993,784
Subsidiary67,85296,774
Purchase of fixed assets and other assetsCommon control un-der Sinochem Hold-ings-1,273
Summary of Sales of goods:
Sale of goodsCommon control under Sinochem Holdings7375,742
Subsidiary1,010,141833,826
Rendering of servicesSubsidiary-385

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

9. Transactions and balances with related parties - (cont'd)

(3) Transactions with related parties - (cont'd)

b. Guarantees

The Company as the guarantor

Amount of guaranteed loanInception date of guarantyMaturity date of guarantyGuaranty completed (Y/ N)
Subsidiary40,0002023.08.102024.08.08Y
36,0002021.12.012024.12.28Y
31,0002022.01.012025.11.28N
21,0002022.02.282027.11.28N
14,0002022.02.282027.11.28N
7,5002022.05.202027.11.28N
23,5002022.06.262027.11.28N
10,0002022.10.312027.11.28N
11,0002022.11.302027.11.28N
30,0002024.12.092025.12.08N
10,0002023.01.122025.06.20N
9,0002022.11.172027.11.10N
12,0002023.04.032025.06.20N
3,0002023.07.282027.11.10N
5,0002023.10.172027.11.10N
50,0002024.04.102027.04.26N
2,0002022.01.252026.09.28N
3,9002022.02.282026.09.28N
8,1002022.07.122026.09.28N
2,0002022.04.132026.09.28N
3,0002024.02.052026.09.28N
8,0002022.08.112028.06.22N
10,0002022.08.312028.06.22N
11,0002022.10.282027.06.22N
25,0002022.11.232026.12.22N
10,0002023.01.162026.06.22N
14,0002023.04.042026.06.22N
4,0002024.02.072026.06.23N
1,5002023.04.262028.05.05N
8,5002024.01.302028.05.05N

ADAMA Ltd.(Expressed in RMB '000)Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

9. Transactions and balances with related parties - (cont'd)

(3) Transactions with related parties - (cont'd)

The Company as the guarantee receiver

Guarantee providerAmount of guaranteed loanInception date of guarantyMaturity date of guarantyGuaranty com-pleted (Y / N)
Parent company283,00021/04/202120/04/2028N
Parent company69,01701/06/202131/05/2028N

During the reporting period, the Company paid a guarantee fee amounting to 414 thousand RMB(2023.1-12: 434) to the parent company.

c. Intercompany borrowings/lending

Related partyBorrowing/ Lending amountCommencement dateTermination dateBalance at year endNote
Lending
Subsidiary125,0002022.062024.05-Fixed rate at 2.4%
Subsidiary125,0002023.122025.1270,000Fixed rate at 2.4%

d. Receivables from and payables to related parties (including loans)

Receivable Items

December 31December 31
20242023
ItemsRelated Party Relation-shipBook BalanceExpected credit lossesBook BalanceExpected credit losses
Trade receivablesSubsidiary1,102,2741,008,497-
Non-current assets within one yearSubsidiary70,000125,000-
Other non-current assetsSubsidiary-125,000-
Other receivablesSubsidiary24,39311,611-
PrepaymentsCommon control under Sinochem Holding617497-
Other non-current assetsCommon control under Sinochem Holding-21-

ADAMA Ltd.(Expressed in RMB '000)

Notes to the Financial Statements

XV. Notes to major items in the Company's financial statements - (cont'd)

9. Transactions and balances with related parties - (cont'd)

(3) Transactions with related parties - (cont'd)

d. Receivables from and payables to related parties (including loans) - (cont'd)

Payable Items

December 31December 31
ItemsRelated Party Relationship20242023
Trade payablesSubsidiary101,383
Trade payablesCommon control under Sinochem Holdings4,0239,493
Other payablesSubsidiary525,071436,815
Common control under Sinochem Holdings522507

e. Other related party transactions

The closing balance of bank deposit in SinoChem Finance Corporation was 28,470 thousand RMB(231.12.3: 26,552 thousand RMB) Interest income of bank deposit for the current period was 1,768thousand RMB (amount for Year ended December 31, 2023 was 1,960 thousand RMB).

ADAMA Ltd Annual Report 2024

Supplementary information(Expressed in RMB '000)

1. Extraordinary Gain and Loss

Year ended December 31, 2024
Disposal of non-current assets48,108
Government grants recognized through profit or loss6,268
Custodian fees earned from entrusted operation6,599
Recovery or reversal of expected credit losses which is assessed individually during the years37,976
Post vesting fair value revaluation of cash-settled share based payment4,350
Other non-operating income or expenses other than the above44,464
Tax effect(26,248)
121,517

2. Return on net assets and earnings per share (“EPS”)

The information of Return on net assets and EPS is in accordance with the Preparation Rules for Infor-mation Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure ofReturn on net assets and Earnings per share (2010 Amendment) issued by China Securities RegulatoryCommission.

Profit during the reporting periodWeighted average rate of return on net assets
Basic EPS (RMB/share)Diluted EPS (RMB/share)
Net loss attributable to ordinary shareholders of the Company(14.19%)(1.25)N/A
Net loss after deduction of extraordinary gains/losses attributable to ordinary shareholders of the Company(14.83%)(1.30)N/A
ADAMA Ltd. Legal Representative: Ga?l Hili March 12th, 2025

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