ADAMA Ltd.
Special Report on Amounts due from theControlling Shareholder, Ultimate Controller and Other RelatedParties
For the year ended December 31, 2024
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Note: The Special Report on Amounts due from the Controlling Shareholder, Ultimate Controller and OtherRelated Parties will be issued in Chinese. This special explanation is English translation prepared for theCompany's management review purpose only and cannot be provided to third parties for other purpose. Ifthere is any conflict between the Chinese and English version, the Chinese version shall prevail.
Special Report on Amounts due from the Controlling Shareholder,
Ultimate Controller and Other Related Parties
For the year ended December 31, 2024 of
ADAMA Ltd.
De Shi Bao (Han) Zi (25) No. Q00269
To the Board of Directors of ADAMA Ltd.:
We are entrusted to audit the financial statements of ADAMA Ltd. (hereinafter referred to as"ADAMA"), which comprise consolidated and the Company's balance sheets as at 31 December 2024,and consolidated and the Company's income statements, consolidated and the Company's statements ofchanges in shareholders' equity and consolidated and the Company's cash flow statements for the yearthen ended (hereinafter referred to as the Company's financial statements for the year of 2024, and haveissued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (25) No. P02658) on March12, 2025.
ADAMA has prepared the accompanying summary statement of amounts due from the controllingshareholder, ultimate controller and other related parties for the year of 2024 (hereinafter referred to asthe "Summary Statement") in accordance with the Guidelines for the Supervision of Listed CompaniesNo. 8 - Regulatory Requirements for Capital Transactions and External Guarantees of ListedCompanies issued by the China Securities Regulatory Commission, the Ministry of Public Security, theState-owned Assets Supervision and Administration Commission of the State Council and the ChinaBanking and Insurance Regulatory Commission.
The management of ADAMA is responsible for the faithful preparation and disclosure of the SummaryStatement that give a true, compliant and complete view. We have compared the Summary Statementand the accounting information reviewed by us during the audit of ADAMA's financial statements forthe year of 2024 along with the audited financial statements, and found that no discrepancies, in allmaterial aspects, were identified. We have not performed additional audit procedures against theinformation stated in the Summary Statement except those relevant to the related party transactions inthe audit of ADAMA's financial statements for the year of 2024 in accordance with China Standardson Auditing.
The accompanying Summary Statement shall be read along with the audited financial statements as awhole for a better understanding of ADAMA's amount due form the controlling shareholders, theultimate controller and other related parties for the year of 2024.
The explanation is used for the presentation of amount due from the controlling shareholders, theultimate controller and other related parties for the year of 2024 to the securities regulator only, and forno other purpose.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public AccountantShanghai, China Ji Yuting
Chinese Certified Public AccountantZhao Jingyuan
March 12, 2025
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Summary Statement of Amounts due from the Controlling Shareholder, the Ultimate Controller and Other Related Parties
for the Year of 2024 of ADAMA Ltd.
Unit: RMB’000
Non-operating fund flows/transaction and corresponding balances due from related parties | Name of Related Party | Relation between Related Party and the Listed Company | Name of Account | Opening Balance of Amount Due from related party | Addition amount in 2024 (exclude interest arising from the principle balance) | Interest arising from the principle balance of amount due from related parties in 2024 (If applicable) | The repayment amount in 2024 | Closing Balance of Amount Due from related party | Reason of fund flows /transactions | Nature of the fund flows /transaction |
Controlling Shareholder, Ultimate Controller and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Former Controlling Shareholder, Ultimate Controller and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Other related parties and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Total | - | - | - | - | - | - | - | - | - | - |
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Summary Statement of Amounts due from the Controlling Shareholder, the Ultimate Controller and Other Related Parties
for the Year of 2024 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Other fund flows/transaction and corresponding balances due from related parties | Name of Related Party | Relation between Related Party and the Listed Company | Name of Account | Opening Balance of Amount Due from related party | Addition amount in 2024 (exclude interest arising from the principle balance) | Interest arising from the principle balance of amount due from related parties in 2024 (If applicable) | The repayment amount in 2024 and currency translation adjustments | Closing Balance of Amount Due from related party | Reason of fund flows /transactions | Nature of the fund flows /transaction |
Controlling Shareholder, Ultimate Controller and its affiliated entities | Sinochem Finance Corporation | Legal person controlled by controlling shareholder | Cash at bank and on hand | 565,624 | 868,274 | 6,626 | 813,090 | 627,434 | Deposit | Operational |
Syngenta AG and its subsidiaries | Legal person controlled by controlling shareholder | Accounts receivables | 148,155 | 970,873 | - | 883,059 | 235,969 | Sale of goods/ Service rendered | Operational | |
Syngenta AG and its subsidiaries | Legal person controlled by controlling shareholder | Prepayments | 150 | 1,036,759 | - | 1,036,909 | - | Prepayment for goods and services | Operational | |
Jiangsu Huaihe Chemical Co.,Ltd. | Legal person controlled by controlling shareholder | Accounts receivables | - | 174,439 | - | 171,391 | 3,048 | Sale of goods/ Service rendered | Operational | |
Zhonglan International Chemical Co. Ltd | Legal person controlled by controlling shareholder | Prepayments | 497 | 67,801 | - | 67,686 | 612 | Prepayment for goods and services | Operational | |
Sinofert | Legal person controlled by controlling shareholder | Accounts receivables | - | 136,563 | - | 134,922 | 1,641 | Sale of goods/ Service rendered | Operational | |
Shenyang Shenhua Institute Testing Technology Co., Ltd. | Legal person controlled by controlling shareholder | Prepayments | 1 | 3 | - | - | 4 | Prepayment for goods and services | Operational | |
MAP (Sinochem Agriculture Holdings Ltd) | Legal person controlled by controlling shareholder | Accounts receivables | - | 24,969 | - | 24,969 | - | Sale of goods/ Service rendered | Operational | |
Jiangsu Ruixiang Chemical co., LTD . | Legal person controlled by controlling shareholder | Prepayments | 4 | - | - | 4 | - | Prepayment for goods and services | Operational | |
Shandong Dacheng Agrochemical Company Limited | Legal person controlled by controlling shareholder | Prepayments | 340 | 1,551 | - | 1,891 | - | Prepayment for goods and services | Operational | |
Liaocheng Luxi Polyol New Material Technology Co. Ltd. | Legal person controlled by controlling shareholder | Prepayments | 895 | 28,926 | - | 29,821 | - | Prepayment for goods and services | Operational | |
Liaocheng Luxi Methylamine Chemical Co. Ltd. | Legal person controlled by controlling shareholder | Prepayments | 17 | 149 | - | 166 | - | Prepayment for goods and services | Operational | |
Ningxia Ruitai Technology Co. Ltd. | Legal person controlled by controlling shareholder | Prepayments | - | 33 | - | 32 | 1 | Prepayment for goods and services | Operational | |
Jingzhou Sanonda Holdings Co.,Ltd. | Legal person controlled by controlling shareholder | Other non-current assets | 21 | - | - | 21 | - | Prepayment for goods and services | Operational | |
Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. | Legal person controlled by controlling shareholder | Accounts receivables | - | 833 | - | 833 | - | Sale of goods/ Service rendered | Operational | |
Beijing Guangyuan Yinong Chemical Co., LTD | Legal person controlled by controlling shareholder | Accounts receivables | 1 | 1,187 | - | 1,188 | - | Sale of goods/ Service rendered | Operational | |
Jiangsu Yangnong Chemical co., LTD . and its subsidiaries | Legal person controlled by controlling shareholder | Accounts receivables | 2,786 | 61,361 | - | 61,712 | 2,435 | Sale of goods/ Service rendered | Operational | |
Jiangsu Yangnong Chemical co., LTD . and its subsidiaries | Legal person controlled by controlling shareholder | Prepayments | 17,304 | 254,388 | - | 271,692 | - | Prepayment for goods and services | Operational | |
Sub-total | 735,795 | 3,628,109 | 6,626 | 3,499,386 | 871,144 |
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Summary Statement of Amounts due from the Controlling Shareholder, the Ultimate Controller and Other Related Parties
for the Year of 2024 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Subsidiaries of the Company and their affiliates | ADAMA (Beijing) Agricultural Solutions Ltd. | Subsidiaries of listed companies | Accounts receivables | 28 | 33,437 | - | 29,469 | 3,996 | Sale of goods/ Service rendered | Operational |
ADAMA CELSIUS B V CURACAO BRANCH | Subsidiaries of listed companies | Accounts receivables | 1,008,201 | 976,241 | - | 886,871 | 1,097,571 | Sale of goods/ Service rendered | Operational | |
Jiangsu Anpon International Trading Co.,Ltd. | Subsidiaries of listed companies | Accounts receivables | 268 | 788 | - | 349 | 707 | Sale of goods/ Service rendered | Operational | |
PT ROYAL AGRO INDONESIA | Subsidiaries of listed companies | Accounts receivables | - | 2,469 | - | 2,469 | - | Sale of goods/ Service rendered | Operational | |
ADAMA ANDINA B V SUCURSAL COLOMBIA | Subsidiaries of listed companies | Accounts receivables | - | 23 | - | 23 | - | Sale of goods/ Service rendered | Operational | |
Adama Agriculture Peru S.A. | Subsidiaries of listed companies | Accounts receivables | - | 36 | - | 36 | - | Sale of goods/ Service rendered | Operational | |
ADAMA Huifeng (Jiangsu) Ltd. | Subsidiaries of listed companies | Accounts receivables | - | 1 | - | 1 | - | Sale of goods/ Service rendered | Operational | |
ADAMA Anpon (Jiangsu) Ltd. | Subsidiaries of listed companies | Other receivables | 11,611 | 12,782 | - | - | 24,393 | Collection and payment of service charges | Operational | |
ADAMA Anpon (Jiangsu) Ltd. | Subsidiaries of listed companies | Non-current assets due within one year & Other non-current assets | 250,000 | - | 4,147 | 184,147 | 70,000 | Borrowings to subsidiaries | Non-Operational | |
Other related parties and its affiliated entities | Jiangsu Huifeng Agrochemical Co. Ltd. and its subsidiaries | Minority shareholder and its subsidiaries | Accounts receivables | 22,361 | 58,085 | - | 72,283 | 8,163 | Sale of goods/ Service rendered | Operational |
Jiangsu Huifeng Agrochemical Co. Ltd. and its subsidiaries | Minority shareholder and its subsidiaries | Prepayments | 1,530 | 29,979 | - | 30,962 | 547 | Prepayment for goods and services | Operational | |
Innovaroma SA | Joint ventures | Accounts receivables | 23,507 | 93,084 | - | 103,393 | 13,198 | Sale of goods/ Service rendered | Operational | |
Total | 2,053,301 | 4,835,034 | 10,773 | 4,809,389 | 2,089,719 |
Legal representative | Chief of accounting work | Chief of accounting organ |