Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2022-32
ADAMA Ltd.
Announcement on Credit Facility of USD 50
million from the Related Party
TheCompanyandall membersof theCompany’sBoardof Directorsconfirmthatall information
disclosed herein istrue, accurate and complete, with nofalseor misleading statement or material
omission.
I. Overview of the RelatedParty Transaction
On December 14, the 16th meeting of the 9th session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as the “Company”) approved a proposal on the
amendment ofthepreviouslyapproved Credit FacilityAgreement,enteredinto byand
between SyngentaGroup (NL)B.V.(hereinafterreferredto as "SGNL"),asubsidiary
of the Company's controlling shareholder, Syngenta Group Co., Ltd. (hereinafter
referredtoas "SG"),and AdamaFahrenheitB.V.(hereinafterreferredtoas "ADAMA
NL"), an indirectly wholly-owned subsidiary of the Company, according to which SG
NL shall provide an additional amount of USD 50 million (to an aggregate amount of
USD 100 million committed short-term credit facility) as part of the current
committed short-term credit facility approved in October 2021 in favor of ADAMA
NL (the "Transaction").
Since SG NL and ADAMA NL are both controlled by SinoChem Holding Co., Ltd.
(hereinafter referred to as "SinoChem Holding”), the Transaction constitutes a related
party transaction.
Amongthefivedirectors of theCompany,therelated-partydirectors,Mr.ErikFyrwald
and Mr. Chen Lichtenstein refrained from voting, while among the remaining votes of
the three directors, there were three (3)affirmative votes, and no negative votes and or
abstentions. The independent directors also issued their independent opinion.
TheTransaction is within theapproval lineof the Boardof Directors and is not subject
to the approval of the shareholders.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
theAdministrativeMeasures on Significant Asset Restructuring of ListedCompanies.
II. Introduction to the Related Party
SG NL was established in 2016. Its legal representative is Edwin Pool, and its
registered address is Westeinde 62, 1601BK Enkhuizen, The Netherlands. It has
registered capital of EUR 1 and mainly undertakes the businesses related to holding
activities. The main financial data as of December 31, 2021 is: operating revenue of
USD 0, net profit of USD 383,747,000, total assets of USD 43,141,531,000, net assets
of USD 41,294,980,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
SinoChem Holding, the actual controller of the Company. SG NL is related party of
the Company in accordance with Item 2, Paragraph 2 of Article 6.3.3 of the Listing
Rules of Shenzhen Stock Exchange.
Analysis of contract performance capability: Tothebest oftheCompany’sknowledge,
SG NL operates normally and is in good operational condition. After searching on the
website of disclosure of enforcement information of China, it is not a debtor subject
to judicial enforcement.
III. Basic Information on the Target of the Related-PartyTransaction
The Transaction is for the amendment of the previously signed committed short-term
credit facility in the aggregate amount of USD 50 million on market terms or
preferableterms, bywayofincreasing thefacilitybyadditional USD50million short-
term committed annually revolving credit line, at 3-month Libor + 1.6% - to an
aggregate USD 100 million committed short-term credit facility (the "Amendment to
the Credit Facility Agreement").
IV. Pricing Basis of theRelated-PartyTransaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and fairness. The terms of the Transaction were negotiated fairly on the basis
of market practice.
V. Main Contents of the Amendment to the Credit Facility Agreement
Contract Name: Amendment to the Credit Facility Agreement byand between Adama
Fahrenheit B.V. and Syngenta Group (NL) B.V.
Borrower: Adama Fahrenheit B.V.
Lender: Syngenta Group (NL) B.V.
Main Terms: committed short-term credit facility in the aggregate amount of USD
100 million (on market terms or on preferable terms) by way of increasing the current
USD 50 million short-term committed annually revolving credit line, at 3-month
Libor + 1.6% by an additional USD 50 million under same terms.
Effective Date of the Agreement: the date the Agreement is dulysigned, followingthe
approval of the Board of Directors of the Company. The Board of Directors of the
Companywill reviewthe terms relatingto the aggregated USD 100 million short-term
revolving credit line every three years.
Dispute Resolutions: Any controversy or claim t
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