Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-52
ADAMA Ltd.
Announcement on New Credit Facility from the
Related Party
The Company and all members of the Company’s Board of Directors confirm that all
informationdisclosedhereinistrue, accurateandcomplete,withnofalseor misleadingstatementor material omission.
I. Overview of the RelatedParty Transaction
The 33rd meeting of the 9th session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) and the 1st Interim Shareholders Meeting
in 2024 approved the Proposal on Credit Facility from the Related Party, according to
which Adama Fahrenheit B.V. (hereinafter referred to as "ADAMA NL"), an
indirectly wholly-owned subsidiary of the Company signed an Facility Agreement
with Syngenta Group (NL) B.V. (hereinafter referred to as "SG NL"), a subsidiary of
the Company's controlling shareholder, Syngenta Group Co., Ltd. (hereinafter
referred to as "SG"), and SG NL provided an amount of USD 200 million in favor of
ADAMANL. Fordetails, pleasereferto theAnnouncementonCredit FacilityofUSD
200 million from a Related Party (Announcement No.2024-24) disclosed on April 26,
2024 (the "Previous Credit Facility").
In order to meet the capital requirements for its operation and development, ADAMA
NL intends to apply to SG NL for a new credit line with an estimated amount of no
more than USD 200 million and sign a new facility agreement (the "Transaction").
Since SG NL and ADAMA NL are both controlled by Sinochem Holdings
Corporation Ltd. (hereinafter referred to as " Sinochem Holdings”), the Transaction
constitutes a related party transaction.
Among the fivedirectors of the Company, the related-party directors, Mr. Qin Hengde
and Mr.Liu Hongsheng 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 Transaction has been reviewed by the Specialized Meeting of
Independent Directors of the Company and approved by all independent directors.
The Transaction requires the approval of the Company’s shareholders. SG will refrain
from voting.
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 USD 2 and mainly undertakes the businesses related to holding
andfinancingactivities.ThemainfinancialdataasofDecember31, 2023is:operating
revenue of USD 0, net profit of USD 501,249,000, total assets of USD 638,658,000,
net assets of USD 10,827,000.
Related-partyrelationship: Both SGNLand ADAMANLare controlled bySinochem
Holdings,theultimatecontrollingshareholder oftheCompany.SGNLis relatedparty
of theCompanyin 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
TheTransactionisanengagementinaUSD200millionshort-termannuallyrevolving
credit facility, at 3-month CME Term SOFR Reference Rate + 1.55% plus a
commitment fee of 0.70% per annum on the undrawn amount (for the entire amount
of USD 400 million, including on the Previous Credit Facility), subject to the Facility
Agreement signed between the two parties.
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 Facility Agreement
Contract Name: Facility Agreement between Adama Fahrenheit B.V. and Syngenta
Group (NL) B.V.
Borrower: Adama Fahrenheit B.V.
Lender: Syngenta Group (NL) B.V.
Main Terms: annually revolving credit facility in the aggregate amount of USD 200
million (on market terms), at 3-month CME Term SOFR Reference Rate + 1.55%
plus a commitment fee of 0.70% per annum on the undrawn amount (for the entire
amount of USD 400 million, including on the Previous Credit Facility).
Both parties may assign their rights and obligations under the Facility Agreement to
another entity within their respective group according to the te
