Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-51
ADAMA Ltd.
Announcement on the Intended Renewal of the 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 Information on the Transaction
In order to continuously optimize financial management, improve capital efficiency, and
reduce financing costs and risks, on January 13, 2022 ADAMA Ltd. (hereinafter referred to
as “the Company”) signed a Financial Service Agreement (hereinafter referred to as " the
Original Agreement") with Sinochem Finance Co., Ltd. (hereinafter referred to as the
"Finance Company"), according to which the Finance Company would provide relevant
financial services to the Company and its subsidiaries for a three-year term ending on January
12, 2025. For details, please refer to the Announcement on the Signing of a Financial Service
Agreement with Sinochem Finance Co., Ltd., constituting a related-party transaction
(Announcement No.2021-50) disclosed on December 24, 2021.
The Company wishes to continue to receive financial services from the Finance Company,
including deposits, clearance, credit and additional financial services approved by the
National Financial Regulatory Administration, and therefore wishes to renew the Financial
Service Agreement with the Finance Company (hereinafter referred to as “the Transaction”
and the “Renewed Agreement”).
The Finance Company is a subsidiary controlled by Sinochem Holdings Corporation Ltd.
(hereinafter referred to as “Sinochem Holdings”), the indirect controlling shareholder of the
Company through Syngenta Group Co., Ltd.. According to the Listing Rules of the Shenzhen
StockExchange, theFinanceCompanyis therefore arelatedpartyto theCompanydueto them
both being under the common control of Sinochem Holdings, and the Transaction constitutes
a related-party transaction.
The Transaction has been reviewed and approved by the 7th Meeting of the 10th session of the
party director, Mr. Liu Hongsheng refrained from voting, while among the remaining votes
of the four directors, there were four affirmative votes, zero negative votes and zero
abstentions. This 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. Syngenta Group Co.,
Ltd. will refrain from voting.
The Transaction does not constitute a major asset reorganization as stipulated in the
Management Measures for Major Asset Restructuring of Listed Companies.
II. Description of the Related Party
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 Liability Company
Unified Social Credit Code: 911100007109354688
Licensed Financial Institution Code: L0091H211000001
Legal Representative: Xia Yu
Registered Capital: RMB 6,000 million
Date of Establishment: June 4th, 2008
Business scope: Services for Enterprise Group as Finance Company.
Credit status: After searching on the website of disclosure of enforcement information of
China, it appears that the Finance Company is not a debtor subject to enforcement.
2. Shareholders and their Shareholding Proportion
The Finance Company is jointly owned by Sinochem Holdings and its two subsidiaries of
Sinochem Holdings. The shareholders and their shareholding proportion are as follows:
Sinochem Holdings 37%, Sinochem Corporation 35% and Sinochem Capital Co., Ltd. 28%.
3．Financial Status of the Finance Company
The most recent financial situation of the Finance Company is as follows:
At Sep 30, 2024 At Dec 31,2023
Total Assets 6,259,800 6,527,900
Total Liabilities 5,156,800 5,452,200
Shareholders’ Equity 1,103,000 1,075,600
Capital Adequacy Ratio 13.66% 14.04%
Jan to Sep 2024 2023
Revenue 47,612.95 87,207.83
Total Profit (pre-tax income) 32,347.81 70,832.90
4. Relations between the Related Parties
The controlling shareholder of the Company, Syngenta Group Co., Ltd., is a subsidiary
indirectly controlled by Sinochem Holdings. The Finance Company is a subsidiary indirectly
controlled by Sinochem Holdings. Therefore, both the Company and the Finance Company
are ultimately controlled by Sinochem Holdings.
III．Basic Information on the Subject of the Transaction
The Finance Company shal
