Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-11
ADAMA Ltd.Announcement on Expected Related-Party Transactions in the Ordinary
Course of Business in 2025
I. Basic Information on Related Party Transactions in the ordinary course of business
(1) Overview of related-party transactions in the ordinary course of business
The Company expects that the aggregated amount of related party transactions between itand/or its subsidiaries (together the "Group Companies") and the subsidiaries of SinochemHoldings Corporation Ltd. (“Sinochem Holdings”, the actual controller of the Company) in2025 shall not exceed RMB 3,589.97 million.Such aggregated amount consists of (1) expected transactions of the Group Companies forthe purchase of raw materials/products/fixed assets and the receipt of certain services fromsubsidiaries controlled by Sinochem Holdings, in a total amount that shall not exceed RMB2,042.52 million; and (2) expected transactions of the Group Companies for the sale ofproducts and the provision of services, in a total amount that shall not exceed RMB 1,547.45million, to subsidiaries controlled by Sinochem Holdings. Such transactions hereinafterreferred as the "Related-party transactions".Related-party transactions of the above type performed by the Company in 2024 in theordinary course of business amounted to RMB 2,617.19 million.These estimations were performed based on the current available data and may change, interalia, as a result of changes to the Group Companies’ business and/or due to market conditionsand the continued alignment and cooperation between the companies of Syngenta Group Co.,Ltd. (“Syngenta Group”), comprising the Company, Syngenta AG and Sinochem Holdings’agriculture-related activities, which will further capitalize on the value creation and synergyopportunities identified.The related-party transactions matter has been reviewed and approved at the 10
thMeeting ofthe 10
th
Session of the Board of Directors of the Company. Among the six directors of theCompany, there were three affirmative votes, zero negative votes and zero abstentions, whilethe three related-party directors (Mr. Qin Hengde, Mr. An Liru and Mr. Liu Hongsheng)refrained from voting.The related-party transactions matter shall be further approved by the Shareholders Meeting.Syngenta Group will refrain from voting. The validity period of the expected related-partytransactions is from the date of approval by the Company's 2024 Annual ShareholdersMeeting to the date of the convening of the next Annual Shareholders Meeting.
(2) The types and amounts of expected related-party transactions in the ordinary course
of business in 2025
RMB’0000
Type ofrelated-
partytransaction
Type of related-party transaction | Related party | Content of related-party transaction | The pricing principle of related-party transaction | Contract amount or estimated amount not to exceed | Amount already occurred in 2025 as of the disclosure date | Amount occurred in the previous year |
Purchasing raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | Market price | 118,797 | 13,059 | 91,594 |
Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | Market price | 1 | - | 1 | |
Jiangsu Huaihe Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 16,500 | 13,200 | 13,163 | |
Sinochem Oil (Hainan) Co., Ltd. | Purchase of raw materials/products | Market price | 6,250 | 402 | - | |
Sinochem Nengke Carbon Assets Operation Co., Ltd. | Purchase of raw materials/products | Market price | 1,250 | - | - | |
Sinochem Petrochemical Sales Co., Ltd. | Purchase of raw materials/products | Market price | 1,000 | 149 | 489 | |
Sinochem Hebei Co., Ltd. | Purchase of raw materials/products | Market price | 902 | - | 242 | |
Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | Market price | 25,235 | 3 | 21,197 | |
Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Purchase of raw materials/products | Market price | 6 | 2 | 8 | |
Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 566 | 454 | 5,990 | |
Liaocheng Luxi Polyol New Material Technology Co., Ltd./ Liaocheng Luxi Methylamine Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 3,750 | - | 2,654 | |
Ningxia Ruitai Technology Co., Ltd. | Purchase of raw materials/products | Market price | 125 | - | 3 | |
Sinofert | Purchase of raw materials/products | Market price | 125 | - | 341 | |
Sinochem Agro Co., Ltd. | Purchase of raw materials/products | Market price | 4,253 | 241 | 1,182 | |
Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 17,088 | 2,835 | 154 | |
Sinochem Crop Protection Products Co., Ltd. | Purchase of raw materials/products | Market price | 3,719 | - | 981 | |
Sub-total | - | - | 199,567 | 30,345 | 137,999 | |
Purchasing fixed assets from related parties | Bluestar Engineering Co., Ltd. | Purchase of fixed assets | Market price | 3,375 | - | - |
Bluestar (Beijing) Chemical | Purchase of fixed assets | Market price | 313 | - | - |
Machinery Co.,Ltd.
Machinery Co., Ltd. | ||||||
Sub-total | - | - | 3,688 | - | - | |
Selling raw materials and products to related parties | Syngenta AG and its subsidiaries | Selling products | Market price | 114,794 | 6,290 | 84,060 |
Jiangsu Huaihe Chemical Co., Ltd. | Selling products | Market price | 19,488 | 15,590 | 15,437 | |
Sinofert | Selling products | Market price | 14,825 | 2,547 | 12,085 | |
Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | Market price | 84 | 4 | 113 | |
Beijing Guangyuan Yinong Chemical Co., Ltd. | Selling products | Market price | 59 | 27 | 105 | |
Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. | Selling products | Market price | 75 | 13 | 74 | |
Jiangsu Youshi Chemical Co., Ltd. | Selling products | Market price | 5,000 | 703 | 4,186 | |
Sinochem Agro Co., Ltd. | Selling products | Market price | 420 | 282 | 495 | |
Sub-total | - | - | 154,745 | 25,456 | 116,555 | |
Receiving services from related parties | Sinochem Information Technology Co., Ltd. | IT services | Market price | 379 | 68 | 47 |
Syngenta AG and its subsidiaries | Regular service | Market price | 63 | 7 | 169 | |
Sinochem Insurance Brokers (Beijing) Co., Ltd. | Insurance service | Market price | 500 | - | - | |
Sino MAP | Regular service | Market price | 3 | - | 76 | |
Sinochem Fertilizer Co., Ltd. | Regular service | Market price | 26 | - | 2 | |
Shenyang Chemical Research Institute Co., Ltd. | Technical service | Market price | 13 | - | 8 | |
Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co., Ltd. | Training service | Market price | 13 | - | 9 | |
Sub-total | - | - | 997 | 75 | 311 |
(3) Actual related-party transactions in the ordinary course of business performed in the
previous year (2024)
RMB’0000
Type of related- | Related party | Content of related-party transaction | Actually occurred amount | Estimated amount not to exceed | Difference proportion(%) |
partytransaction
party transaction | |||||
Purchasing raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | 91,594 | 136,681.49 | -32.99% |
Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | 1 | 62.50 | -98.40% | |
Jiangsu Huaihe Chemical Co., Ltd. | Purchase of raw materials/products | 13,163 | 24,750 | -46.82% | |
Jiangsu Ruixiang Chemical Co., Ltd. | Purchase of raw materials/products | - | 37.50 | -100% | |
Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | 154 | 14,176.65 | -98.91% | |
Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | 21,197 | 19,437.41 | 9.05% | |
Sinochem Crop Protection Products Co., Ltd. | Purchase of raw materials/products | 981 | 593.75 | 65.22% | |
Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Purchase of raw materials/products | 8 | 15 | -46.67% | |
Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | 5,990 | 10,625 | -43.62% | |
Sinochem Agro Co., Ltd. | Purchase of raw materials/products | 1,182 | 7,531.77 | -84.31% | |
Liaocheng Luxi Polyol New Material Technology Co., Ltd./ Liaocheng Luxi Methylamine Chemical Co., Ltd. | Purchase of raw materials/products | 2,654 | 4,500 | -41.02% | |
Shandong Dacheng Agrochemical Company Limited | Purchase of raw materials/products | 167 | 3,285.75 | -94.92% | |
China National Bluestar (Group) Co., Ltd. | Purchase of raw materials/products | 810 | 2,152.80 | -62.37% | |
Beijing Guangyuan Yinong Chemical Co., Ltd. | Purchase of raw materials/products | 60 | 180 | -66.67% | |
Ningxia Ruitai Technology Co., Ltd. | Purchase of raw materials/products | 3 | 25 | -88.00% | |
Sinochem Fertilizer Co., Ltd. | Purchase of raw materials/products | 341 | 15.88 | 2047.36% | |
Shenyang Sinochem Agrochemicals R&D Co., Ltd. | Purchase of raw materials/products | 3 | - | - | |
ELKEM SILICONES BRASIL LTDA | Purchase of raw materials/products | 192 | - | - | |
Qingdao Rubber Six Conveyor Belt Co., Ltd. | Purchase of raw materials/products | 87 | - | - | |
Sinochem Hebei Co., Ltd. | Purchase of raw materials/products | 242 | - | - | |
Sinochem Petrochemical Sales Co., Ltd. | Purchase of raw materials/products | 489 | - | - | |
China Bluestar Chengrand Research Institute Chemical Industry | Purchase of raw materials/products | 2 | - | - |
Shenyang SciencreatChemicals Co., Ltd.
Shenyang Sciencreat Chemicals Co., Ltd. | Purchase of raw materials/products | 527 | - | - | |
Sub-total | - | 139,847 | 224,070.50 | -37.59% | |
Purchasing fixed assets from related parties | Bluestar Engineering Co., Ltd. | Purchase of fixed assets | - | 6,250 | -100% |
Sub-total | - | - | 6,250 | -100.0% | |
Selling raw materials and products to related parties | Syngenta AG and its subsidiaries | Selling products | 84,060 | 133,939.91 | -37.24% |
Jiangsu Huaihe Chemical Co., Ltd. | Selling products | 15,437 | 29,231.25 | -47.19% | |
Sinofert | Selling products | 12,085 | 8,000 | 51.06% | |
Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | 113 | 250 | -54.80% | |
Beijing Guangyuan Yinong Chemical Co., Ltd. | Selling products | 105 | 127.50 | -17.65% | |
Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. | Selling products | 74 | 750 | -90.13% | |
Jiangsu Youshi Chemical Co., Ltd. | Selling products | 4,186 | 8,750 | -52.16% | |
Syngenta Nantong Crop Protection Co., Ltd. | Selling products | - | 522.50 | -100% | |
Sinochem Crop Protection Products Co., Ltd. | Selling products | 570 | 312.50 | 82.40% | |
Sinochem Agro Co., Ltd. | Selling products | 495 | 906.23 | -45.38% | |
Syngenta (China) Investment Company Limited | Selling products | 1,827 | 625 | 192.32% | |
Jiangsu Ruixiang Chemical Co., Ltd. | Selling products | - | 37.50 | -100% | |
Henan Junhua Development Co., Ltd. | Selling products | - | 12.50 | -100% | |
Sino MAP | Selling products | 2,211 | - | - | |
Sub-total | - | 121,163 | 183,464.89 | -33.96% | |
Receiving services from related parties | Sinochem Information Technology Co., Ltd. | Value-added OA services | - | 47.38 | -100% |
Sinochem Information Technology Co., Ltd. | IT services | 47 | 37.50 | 25.33% | |
Syngenta AG and its subsidiaries | Regular service | 169 | 56.25 | 200.44% | |
Sino MAP | Regular service | 76 | 179.99 | -57.78% | |
Shenyang Chemical Research Institute Co., Ltd. | Regular service | 8 | 4.38 | 82.65% | |
China National Chemical Information Center | Value-added OA services | 16 | 97.61 | -83.61% | |
Shenyang Shenhua Institute Testing Technology Co., Ltd. | Regular service | 3 | 87.50 | -96.57% | |
Sinochem Chemical Science and Technology Research Institute Co., Ltd. | Regular service | - | 37.50 | -100% |
Sinochem ZhoushanHazardous ChemicalsEmergency RescueBase Co., Ltd.
Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co., Ltd. | Regular service | 9 | 37.50 | -76.00% | |
Shenyang Chemical Co., Ltd. | Regular service | 3 | - | - | |
Zhonglan Lianhai Design Institute Co., Ltd. | Regular service | 118 | - | - | |
Sinochem Fertilizer Co., Ltd. | Regular service | 2 | - | - | |
Jiangxi Bluestar Xinghuo Organic Silicone Co., Ltd. | Regular service | 159 | - | - | |
Changsha Huaxing Construction Supervision Co., Ltd. | Regular service | 3 | - | - | |
Sub-total | - | 613 | 585.61 | 4.68% | |
Rendering services to related parties | Syngenta AG and its subsidiaries | Regular service | 30 | - | - |
Sinochem Agro Co., Ltd. | Regular service | 66 | - | - | |
Sub-total | - | 96 | - | - | |
Aggregated | - | 261,719 | 414,371 | -36.84% | |
An explanation by the board of directors for the major difference between the actual occurred amount of daily related transactions and the estimated amount | The actual total amount of related transactions in the ordinary business course in 2024 does not exceed the total amount expected, but it did not reach 80% of the total amount. The main reason is due to related impacts from the changing market conditions and the actual needs fluctuation of the Company. | ||||
An explanation by the independent directors for the major difference between the actual occurred amount of daily related transactions and 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. Such gap will neither trigger any major impact on production and operation, nor harm the interests of the Company and its minority shareholders, as well as will not compromise the independency of the Company. |
Notes: Please refer to the announcements on March 27, 2024, for the 2024 expected related-party transactions ofthe Company (Announcement No. 2024-8).II. Introduction to Related Parties and Their Relationships with the Company
1. Syngenta AG, a company registered in Switzerland with its registered office at Rosentalstrasse67, 4058 Basel, Switzerland, with the share capital of CHF 9,257,814.9, mainly undertakes thebusinesses related to crop protection, seeds. The main financial data as of the date June 30, 2024are: operating revenue USD 8,242 million, total assets USD 33,770 million, net assets USD 7,476million, net income USD 274 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: Syngenta AG produces and operates normally andis in good operational and financial conditions and thus has a good contract performancecapability. After searching on the website of disclosure of enforcement information of China, it
is not a dishonest party subject to enforcement.
2. Jiangsu Huaihe Chemical Co., Ltd. (legal representative: Xia Wenbiao; registered address: YutaiCounty, Jiangsu Province) has registered capital of RMB 160 million and mainly undertakes thebusinesses related to manufacturing and sale of chemical products. The main financial data as ofDecember 31, 2024 are: operating revenue of RMB 758.55 million, net profit of RMB -24.09million, total assets of RMB 603.14 million, net assets of RMB 261.04 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Jiangsu HuaiheChemical Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good performance capability. After searching on the website ofdisclosure of enforcement information of China, it is not a dishonest party subject to enforcement.
3. Sinofert Holdings Limited (Non-executive Director & Chairman: Su Fu; registered office:
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda) is a company listed on the MainBoard of the Stock Exchange of Hong Kong (stock code:00297), which has registered capital ofHKD 8,316,000,000 and mainly undertakes the production, import and export, distribution andretail of fertilizer raw materials and finished products, provision of technological research anddevelopment and services relating to the fertilizer business and products, exploration andexploitation of phosphate mine, and production of monocalcium/dicalcium phosphate(MCP/DCP). The main financial data as of June 30, 2024 are: operating revenue of RMB13,680.87 million, net profit of RMB 1,072.59 million, total assets of RMB 19,958.35 million,net assets of RMB 10,608.58 million. Sinochem Fertilizer Co., Ltd. and Sinochem AgriculturalEcological Technology (Hubei) Co., Ltd. mentioned in this announcement as expected relatedparties are subsidiaries of Sinofert Holdings Limited.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinofertHoldings Limited produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
4. Sinochem Energy Co., Ltd. (legal representative: Chen Chengmin; registered address: Floor F9,
Middle Building, Kaichen World Trade Center, No. 28 Fuxingmen Inner Street, Xicheng District,Beijing) has registered capital of RMB 18,888.88 million and mainly undertakes the operationof the petroleum and petrochemical industry. The main financial data as of December 31, 2024are: operating revenue of RMB 424,013.13 million, net profit of RMB -3,485.70 million, totalassets of RMB 106,082.44 million, net assets of RMB 40,926.07 million. Sinochem Oil (Hainan)Co., Ltd., Sinochem Nengke Carbon Assets Operation Co., Ltd., Sinochem Petrochemical SalesCo., Ltd. and Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co., Ltd.mentioned in this announcement as expected related parties are subsidiaries of Sinochem EnergyCo., Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Sinochem EnergyCo., Ltd. produces and operates normally and thus has a performance capability. After searching
on the website of disclosure of enforcement information of China, it is not a dishonest partysubject to enforcement.
5. Sinochem Hebei Co., Ltd. (legal representative: Ren Jianpo; registered address: SinochemBuilding, No. 707 Lianmeng Road, Shijiazhuang) has registered capital of RMB 475,072,687and mainly undertakes the businesses related to research and development, production, andmarketing of fine chemical products. The main financial data as of December 31, 2024 are:
operating revenue of RMB 2,804.98 million, net profit of RMB 21.69 million, total assets ofRMB 878.57 million, net assets of RMB 451.23 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Sinochem HebeiCo., Ltd. produces and operates normally and is in good operational and financial conditions andthus has a good performance capability. After searching on the website of disclosure ofenforcement information of China, it is not a dishonest party subject to enforcement.
6. Jiangsu Yangnong Chemical Co., Ltd. (legal representative: Su Fu; registered address: No. 39,Wenfeng Road, Yangzhou) has registered capital of RMB 406,686,909 and mainly undertakesthe manufacture of agrochemicals and fine chemicals. The main financial data as of September30, 2024 are: operating revenue of RMB 8,015.70 million, net profit of RMB 1,025.83 million,total assets of RMB17,109.94 million, net assets of RMB 10,375.24 million. Jiangsu Youjia,Jiangsu Youshi, Sinochem Crop Protection Products Co., Ltd. and Sinochem Agro Co., Ltd.mentioned in this announcement as expected related parties are subsidiaries of Jiangsu YangnongChemical Co., Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, JiangsuYangnong Chemical Co., Ltd. produces and operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
7. Luxi Chemical Group Co., Ltd. (listed on the Main Board of ShenZhen Stock Exchange, legalrepresentative: Wang Yanji; registered address:the headquarters of Luxi Chemical in LiaochengHigh-tech Industrial Development Zone) has registered capital of RMB 1,910,172,451 andmainly undertakes new chemical materials, basic chemicals, fertilizer products and otherbusinesses. The main financial data as of September 30, 2024 are: operating revenue of RMB21,578.81 million, net profit of RMB 1,574.78 million, total assets of RMB 35,888.53 million,net assets of RMB 18,259.42 million. Liaocheng Luxi Polyol New Material Technology Co., Ltd.and Liaocheng Luxi Methylamine Chemical Co., Ltd. mentioned in this announcement asexpected related parties are subsidiaries of Luxi Chemical Group Co.,Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, LuxiChemical Group Co., Ltd. produces and operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
8. Sinochem Information Technology Co., Ltd. (legal representative: Zhao Yang; registered address:
Room 703, Floor 7, No.28 Fuxingmennei Street, Xicheng District, Beijing) has registered capitalof RMB 50 million and mainly undertakes the businesses related to software development,technical service, technical development, technical consultation, information system integrationservice and computer system services. The main financial data as of the date December 31, 2024are: operating revenue of RMB 777.88 million, net profit of RMB 17.32 million, total assets ofRMB 303.26 million, net assets of RMB 81.84 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemInformation Technology Co., Ltd. operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
9. Sinochem Agriculture Co., Ltd. (legal representative: Tang Kepan; registered address: Room 818,No. 28 Fuxingmennei street, Xicheng district, Beijing) has registered capital of RMB 4,000million and mainly undertakes sales of agricultural production materials; grain purchases;services for agriculture; technology development and technology consultation on soilimprovement and restoration, etc. The main financial data as of September 30, 2024 are:
operating revenue of RMB 18,602.96 million, net profit of RMB -190.40 million, total assets ofRMB 11,172.50 million, net assets of RMB 957.23 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemAgriculture Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
10. Shenyang Chemical Research Institute Co., Ltd. (Legal Representative: Xu Weichang; registered
address: No.8 Shenliao East Road, Tiexi District, Shenyang) has registered capital of RMB1,426,333,532 and mainly undertakes research and industrialization projects include newindustrial chemicals, eco-friendly agriculture, industrial biochemicals, chemical testing andevaluation, chemical reaction risk assessment, and waste product hazard determination. The mainfinancial data as of December 31, 2024 are: operating revenue of RMB 381.80 million, net profitof RMB 6.32 million, total assets of RMB 2,142.19 million, net assets of RMB 1,724.70 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ShenyangChemical Research Institute Co., Ltd. operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
11. Beijing Guangyuan Yinong Chemical Co., Ltd. (legal representative: Han Chunhua; registered
address: Room 101, Floor 3, Building 24, Courtyard 3, Gaolizhang Road, Haidian District,Beijing) has registered capital of RMB 10.5 million and mainly engages in the research and
development, production, sales of agricultural adjuvants and related technical services. The mainfinancial data as of the date December 31, 2024 are: operating revenue of RMB 45.06 million,net profit of RMB 5.13 million, total assets of RMB 58.63 million, net assets of RMB 52.93million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, BeijingGuangyuan Yinong Chemical Co., Ltd. operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
12. China National Bluestar (Group) Co. Ltd. (legal representative: Li Bo; registered address: No.9Beitucheng West Road, Chaoyang District, Beijing) has registered capital of RMB15,365,589,192 and mainly involved in the fields of new chemical materials, animal nutritionand engineering services. The main financial data as of the date December 31, 2024 are: operatingrevenue of RMB 55,299.40 million, net profit of RMB 211.89 million, total assets of RMB78,176.29 million, net assets of RMB 22,111.55 million. Bluestar (Beijing) Chemical MachineryCo., Ltd., Bluestar Engineering Co. Ltd., Zhonglan International Chemical Co., Ltd. andHangzhou (Torch) Xidou Door Film Industry Co., Ltd. mentioned in this announcement asexpected related parties are subsidiaries of China National Bluestar (Group) Co. Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ChinaNational Bluestar (Group) Co. Ltd. operates normally and thus has a contract performancecapability. After searching on the website of disclosure of enforcement information of China, itis not a dishonest party subject to enforcement.
13. Ningxia Ruitai Technology Co., Ltd. (legal representative: Tang Qingshan; registered address:
Zhongwei Industrial Park Fine Chemical Industry Zone) has registered capital of RMB566,354,361 and mainly undertakes the businesses related to the manufacture of chemical rawmaterials and chemical products. The main financial data as of the date December 31, 2024 are:
operating revenue of RMB 2,416.60 million, net profit of RMB -120.31 million, total assets ofRMB 3,264.44 million, net assets of RMB 1,775.98 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, NingxiaRuitai Technology Co., Ltd. operates normally and thus has a contract performance capability.After searching on the website of disclosure of enforcement information of China, it is not adishonest party subject to enforcement.
14. Sinochem Insurance Brokers (Beijing) Co., Ltd. (legal representative: Hu Qin; registered address:
Rooms 1-23-1604 to 1612, 16th Floor, Building 1, No. 66 Nanlishilu Road, Xicheng District,Beijing) has registered capital of RMB 50 million and mainly engages in the insurance brokeragebusiness. The main financial data as of the date December 31, 2024 are: operating revenue ofRMB 97.75 million, net profit of RMB 30.92 million, total assets of RMB 180.11 million, netassets of RMB 152.26 million.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actual
control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemInsurance Brokers (Beijing) Co., Ltd. operates normally and thus has a contract performancecapability. After searching on the website of disclosure of enforcement information of China, itis not a dishonest party subject to enforcement.III. Main Content of Related-Party Transactions
1. Main content
(1) All related-party transactions between the Group Companies and the relevant
related parties should be carried out based on market terms and according to theprinciples of voluntariness, equality, mutual benefit, justice and fairness andwithout prejudice to the interests of the Company.
(2) If there is any available state fixed price, then the state fixed price shall prevail; ifthe state fixed price is inapplicable or not applicable any more, then the marketprice shall prevail; if the market price is inapplicable or not applicable any more,then both parties shall determine the exact and fair pricing standards they believeto be based on relevant data.
2. Signing of transaction agreement
The Group Companies will conclude contracts with the relevant related partiesaccording to their production and operation requirements and their ordinary coursebusiness practices.IV. Purpose of Related-Party Transaction and its Impact on the Company
These related-party transactions are necessary for the daily business operation of the GroupCompanies. They mainly aim to capitalize on the Group Companies’ unique positioning andprofile, including as part of the Syngenta Group, achieve cost savings, increase theCompany’s sales and market share and to drive its profitable growth. Based on theunderstanding of the related-parties’ business performance, credit status and performancecapability, the Group Companies have selected them to conduct transactions in the ordinarycourse of business. The related-party transaction activities follow the principle of fairnessand justice, they will not adversely affect the Company and its non-related party shareholders.The Board of Directors of the Company holds that the related-party transactions benefit thecontinuity and stability of the Company’s business operations and has a positive impact onthe normal operations of the Company. Those transactions will not impact the independenceof the Company.V. Independent Directors’ Prior Approval
The Company’s Specialized Meeting of Independent Directors approved the related partytransactions and the independent directors have given approval opinions: The Group'srelated-party transactions performed in the ordinary course of business are mainly topurchase or sell goods, materials and services from/to the related parties based on theprinciples of justice and fairness and the pricing standards consistent with those of non-related parties, in order to capitalize on the Group’s unique positioning and profile includingas part of the Syngenta Group, achieve cost savings, increase the Company’s sales andmarket share and to drive its profitable growth. All such transactions shall conform torelevant national laws and regulations, as applicable, and market-oriented principles, andshall not influence the independence of the Company or damage the interests of the GroupCompanies and their other shareholders. The decision-making procedures for these relatedparty transactions shall conform to the Company Law of the People’s Republic of China, theRules of Shenzhen Stock Exchange for the Listing of Stocks, the Articles of Association and
other laws and regulations. All the independent directors agree on this proposal and submitit to the Board for deliberation.VI. Documents for Future Reference
1. The resolutions made at the 10
thMeeting of the 10
thSession of the Board of Directors ofthe Company;
2. The resolutions of the Specialized Meeting of Independent Directors.
The Board of Directors of ADAMA Ltd.
March 14, 2025