Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-21
ADAMA Ltd.Announcement on Providing Guarantees in favor of the
Company’s Subsidiaries
The Company and all members of the Company’s Board of Directors confirm that allinformation disclosed herein is true, accurate and complete, with no false or misleadingstatement or material omission.
I.OverviewIn order to meet the daily operation and business development needs of ADAMA Anpon(Jiangsu) Ltd. (hereinafter referred to as "Anpon"), a wholly-owned subsidiary of ADAMALtd. (hereinafter referred to as “the Company”), the Company intends to provide guaranteesin favor of certain financing banks that are to provide annual loans to Anpon, under which itwill guarantee Anpon’s repayment of such loans, in a total amount not exceeding RMB 160million.Additionally, in order to meet the daily operation and business development needs of ADAMAHuifeng (Jiangsu) Ltd. (hereinafter referred to as “ADAMA Huifeng”), a controlled subsidiaryof the Company, the Company intends to provide joint liability guarantees in favor of certainbanks and financial institutions that are to provide credit facilities to ADAMA Huifeng. Undersuch guarantees, the Company will guarantee ADAMA Huifeng’s repayment of such debt upto a total amount up to RMB 153 million.According to the Listing Rules of the Shenzhen Stock Exchange, the 11
th
meeting of the 10thsession of the Board of Directors of the Company approved the Proposal on ProvidingGuarantees in favor of the Company’s Subsidiaries. The decision to provide such guaranteesis within the rights of the Board of Directors. No additional approval for the aforesaidguarantees is required from the shareholders of the Company.II. Basic Information of the Warrantees
1. Basic Information of Anpon
Name of the Warrantee: ADAMA Anpon (Jiangsu) Ltd.
Established Date: November 25, 1998Registered Address: No. 30, Huagong Road, Huai’an CityLegal Representative: Jiang YutianRegistered Capital: RMB 251,380,000Business Scope: Manufacture and sale of chemical productsRelationship with the Company: The Company’s wholly owned subsidiary.Credit status: After searching on the website of disclosure of enforcement information ofChina, Anpon is not a dishonest person subject to judicial enforcement.The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
At Mar 31 2025 (unaudited) | At Dec 31,2024 (audited) | |
Total Assets | 190,916 | 181,441 |
Total Liabilities | 113,059 | 106,226 |
Bank Loans | 52,800 | 47,800 |
Other Current Liabilities | - | - |
Contingency | - | - |
Net Assets | 77,858 | 75,215 |
Jan to Mar 2025 (unaudited) | 2024 (audited) | |
Revenue | 48,512 | 141,336 |
Total Profit | 3,077 | -5,386 |
Net Profit | 2,654 | -6,183 |
2. Basic Information of ADAMA Huifeng
Name of the Warrantee: ADAMA Huifeng (Jiangsu) Ltd.Established Date: June 11, 2018Registered Address: South of Wanggangzha, Dafeng District, Yancheng City, JiangsuProvince.Legal Representative: Liu JianhuaRegistered Capital: RMB 1,000,000,000Business Scope: Manufacture and sale of pesticides.Relationship with the Company: The Company’s controlled subsidiary.Credit status: After searching on the website of disclosure of enforcement information ofChina, ADAMA Huifeng is not a dishonest person subject to judicial enforcement.
The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
At Mar 31, 2025 (unaudited) | At Dec 31,2024 (audited) | |
Total Assets | 156,147 | 155,160 |
Total Liabilities | 65,630 | 66,664 |
Bank Loans | 13,584 | 16,186 |
Other Current Liabilities | 303 | 299 |
Contingency | - | - |
Net Assets | 90,517 | 88,496 |
Jan to Mar 2025 (unaudited) | 2024 (audited) | |
Revenue | 45,981 | 123,020 |
Total Profit | 2,021 | -14,797 |
Net Profit | 2,021 | -14,797 |
III.Main Contents of the GuaranteesA. Guarantees in favor of the Company’s wholly-owned subsidiary AnponThe Company intends to provide joint liability guarantees for the below loans of Anpon whichwill not exceed a period of one year.
1. Comprehensive credit line which will not exceed RMB 70 million in 2025 to be providedby Industrial and Commercial Bank of China (Huai’an Branch).
2. Loan for working capital, L/C and trade finance which will not exceed RMB 90 million in2025 to be provided by Huai’an Qing Jiangpu Branch of Agricultural Bank of China.B. Guarantees in favor of the Company’s controlled subsidiary ADAMA HuifengADAMA Huifeng intends to apply for financing facilities in a total amount of up to RMB 300million from certain banks and financial institutions, as listed below, to meet its dailyoperation and business development needs. The financing facilities will not exceed a periodof one year.
1. Comprehensive credit line which will not exceed RMB 200 million in 2025 to be providedby Sinochem Finance Co., Ltd.
2. Comprehensive credit line which will not exceed RMB 100 million in 2025 to be providedby Jiangsu Dafeng Rural Commercial Bank Co., Ltd.The Company, as a shareholder holding 51% equity interest in ADAMA Huifeng, intends toprovide the joint liability guarantees for the above credit facilities of ADAMA Huifeng, inproportion to its equity interest, in a total guarantee amount not exceeding RMB 153 million
(i.e., the guarantee amount for Sinochem Finance Co., Ltd. shall not exceed RMB 102 million,and the guarantee amount for Jiangsu Dafeng Rural Commercial Bank Co., Ltd. shall notexceed 51 million).IV. Opinions of the Board of DirectorsWith regard to the guarantees to be provided by the Company in favor of Anpon, theCompany’s wholly-owned subsidiary, the Board of Directors is of the opinion that: (i) theguaranteed funds are used for the daily operation needs of the Company’s wholly ownedsubsidiary; (ii) the financial risk of the guarantees is under the Company’s control; and (iii)the guarantees neither significantly impact the normal operation of the Company, nor violatethe relevant provisions of the CSRC and the Articles of Association of the Company.With regard to the guarantees to be provided by the Company in favor of the Company’scontrolled subsidiary ADAMA Huifeng, the Board of Directors is of the opinion that: (i) theguaranteed funds are to be used for the daily operation and business development needs of theCompany’s controlled subsidiary, ADAMA Huifeng; (ii) Jiangsu Huifeng Agrichemical Co.,Ltd., the minority shareholder of ADAMA Huifeng, holding 49% equity stake, (hereinafterreferred to as “Jiangsu Huifeng”), shall provide a respective guarantee in proportion to itscapital contribution. If Jiangsu Huifeng ultimately fails to provide respective guarantee toADAMA Huifeng in proportion to its capital contribution, the Company will also terminatethe provision of the above guarantees and will not sign any relevant guarantee contract.Therefore, the financial risk provided by the guarantees is within the Company’s control. Theguarantees neither significantly impact the regular operations of the Company, nor violate therelevant provisions of the CSRC and the Articles of Association of the Company and do notharm the legitimate interests of the Company and its minority shareholders.V. Accumulated Quantity of External Guarantees and Overdue GuaranteesAs of March 31, 2025, the balance of the guarantees that have been provided by the Companyand/or its subsidiaries is RMB 4,754.21million. After providing the above guarantees, thebalance of the guarantees provided by the Company and its subsidiaries will be RMB 5,067.21million, accounting for approximately 26.68% of the latest audited net assets of the Company.No guarantee is provided by the Company and/or its subsidiaries for the favor of entities notconsolidated in the Company’s financial statements.The Company and its controlled subsidiaries do not have overdue guarantees.VI. List of Reference Documents
Resolutions of the 11
th
Meeting of the 10
thSession of the Board of Directors of the Company.The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
April 29, 2025