Stock Code:000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2026-10
ADAMA Ltd.
Announcement on Consolidation of Credit
Facilities from the Related Party
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. Overview of the RelatedParty Transaction
The 18th meeting of the 10th session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) held on March 26, 2026, approved the
Proposal on Consolidation of Credit Facilities from the Related Party. To optimize
the debt structure and for management convenience, the Company intends to
consolidate multiple short-term credit facilities previously provided to Adama
Fahrenheit B.V. (hereinafter referred to as "ADAMA NL"), an indirectly wholly-
owned subsidiary of the Company, by 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").
The consolidation involves the following original facility agreements:
1. The facility agreement approved by the 18th meeting of the 9th session of the
Board of Directors and the 2022 Annual Shareholders Meeting, according to which
SG NL provided a total of USD 350 million in short-term committed, annually
revolving credit facility in favor of ADAMA NL (For details, please refer to
Announcement No. 2023-6).
2. The facility agreements approved by the 33rd meeting of the 9th session of the
Board of Directors and the 1st Interim Shareholders Meeting in 2024, and the 7th
meeting of the 10th session of the Board of Directors and the 3rd Interim
Shareholders Meeting in 2024, according to which SG NL provided a total of USD
400 million in short-term annually revolving credit facility in favor of ADAMA NL
(For details, please refer to Announcement No. 2024-24 and 2024-52).
It is now proposed to consolidate the aforementioned short-term credit facilities
totaling USD 750 million into a single credit arrangement and sign a new Facility
Agreement (the “ Transaction ” ) to replace the aforementioned original facility
agreements.
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 seven directors of the Company, the related-party directors, Mr. Qin
Hengde, Mr. Liu Hongsheng and Mr. An Liru refrained from voting, while among the
remaining votes of the four directors, there were four (4) affirmative votes, and no
negative votes 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
the Administrative Measures on Significant Asset Restructuring of Listed
Companies.
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
and financing activities. The main financial data as of December 31, 2024 is:
operating revenue of USD 33,986,000, net profit of USD 2,354,000, total assets of
USD 722,087,000, net assets of USD 708,906,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
Sinochem Holdings, the ultimate controlling shareholder 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: To the best of the Company’s
knowledge, 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 consolidates the original multiple facility agreements into a single
short-term committed, annually revolving credit facility with a total amount of USD
750 million, bearing an annual interest rate of 3-month SOFR plus a 0.95% margin,
and a commitment fee of 0.35% on the unutilized amount, subject to the Facility
Agreement signed between the two parties. The Transaction is a consolidation of the
Company’s already ap
