Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2021-50
ADAMA Ltd.
Announcement on the Signing of a Financial Service
Agreement with Sinochem Finance Co., Ltd., constituting
a related-party transaction
The Company and all members of the Company’s Board of Directors confirm that all
information disclosed herein is true, accurate and complete, with no false or misleading
statement or material omission.
I．Basic Informationon the Transaction
Following approval of the 26th Meeting of the 8th Session of the Board of Directors on
August 19, 2020, and of the 3rd Interim Shareholders Meeting in 2020 on September 7,
2020, ADAMA Ltd. (hereinafter referred to as “the Company”) and its w holly-owned
subsidiary, ADAMA Anpon (Jiangsu) Ltd. (hereinafter referred to as “Anpon”) signed the
Financial Service Agreement with ChemChina Finance Co., Ltd. (hereinafter referred to as
"the Original Agreement") in September, 2020, for a three-year term.
According to the Original Agreement, ChemChina Finance Co., Ltd. provides relevant
financial services to the Company and Anpon, incl uding deposits (accumulated daily
maximum deposit balance and i nterest of not more than RMB 400 million in principle),
clearance, credit (accumulated annual credit lines not exceeding RMB 900 million) and
other relevant financial services approved by the Chi na Banking and Insurance Regulatory
Commission. For details, please refer to the Announcement of Resolutions of the 26th
Meeting of the 8th Session of the Board of Directors (Announcement No.2020-40),
Announcement on the Intended Renewal of the Financial Service Agreement with
ChemChina Finance Co., Ltd., constituting a related-party transaction (Announcement
No.2020-42) and Announcement on the Resolutions of the 3rd Interim Shareholders Meeting
in 2020 (Announcement No.2020-50).
Following the completion of the equity transfer of Chi na National Chemical Corporation Ltd.
and Sinochem Group Co., Ltd. to Sinochem Holdings Corporation Ltd. (hereinafter referred
Sinochem Holdings, optimize the financial management of the Company, i mprove the
efficiency of its capital use, and reduce financing costs and risks, the Company intends to
sign a Financial Service Agreement (hereinafter referred to as "Financial Service
Agreement") with Si noc he m Fi na nce Co., Ltd. (hereinafter referred to as the "Finance
Company"), according to which the Finance Company shall provide relevant financial
services to the Company and its subsidiaries, including deposits (accumulated daily
maximum deposit balance and i nterest of not more than RMB 1.5 billion in principle),
clearance, credit (accumulated credit lines not exceeding RMB 2 billion) and other relevant
financial services approved by the China Ba nki ng and Insurance Regulatory Commission
(hereinafter referred to as "the Transaction"). The Financial Service Agreement shall be for a
three-year term. After the conclusion and entry into force of the Financial Service
Agreement, the Company shall sign a termination agreement with ChemChina Fi na nce Co.,
Ltd. to terminate the Original Agreement.
The Finance Company is a subsidiary controlled by Sinochem Holdings, the indirect
controlling shareholder of the Company through Syngenta Group Co., Ltd.. Accordingto the
Listing Rules of the Shenzhen Stock Exchange, the Finance Company is therefore a related
party to the Company due to them both being under the common control of Si noche m
Holdings, and the Transaction constitutes a related-partytransaction.
The Transaction has been reviewed and approved by the 6th Meeting of the 9th sessionof the
Board of Directors of the Company. Among the five directors of the Company, there were
five affirmative votes, zero negative votes and zero abstentions. The independent directors
had a prior review of the Transaction and issued independent opinions.
The Transaction requires the approval of the Company’s shareholders. Syngenta Group Co.,
Ltd. will refrain fromvoting.
The Transaction does not constitute a major asset reorgani zatio n as stipulated in the
Management Measures for Major Asset Restructuring of Listed Companies.
II. Descriptionof the RelatedParty
1. Basic Information of the Related Party
Name of the Related Party: Sinochem Finance Co., Ltd.
Registered Address: 3/F, Central Tower, Chemsunny World Trade Center, No.28
Fuxingmennei Street, Xicheng District, Beijing
Ownership Property: Other Limited LiabilityCompany
Unified Social Credit Code: 911100007109354688
Licensed Financial Institution Code: L0091H211000001
Legal Representative: Yang Lin
Registered Capital: RMB 6,000 million
Date of Establishment: June 4th, 2008
Business scope: handling fi nancial and financing consultants, credit certificates and related
consulting and agency services for member companies; assisting member companies in
receiving and payi ng transaction funds; providing guarantees to member companies;
handling entrusted loans and investm
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