ADAMA Ltd. Semi-Annual Report 2024 ADAMA LTD. SEMI-ANNUAL REPORT 2024 ADAMA Ltd. is a global leader in crop protection, providing solutions to farmers across the world to combat weeds, insects and disease. ADAMA has one of the widest and most diverse portfolios of active ingredients in the world, state-of-the art R&D, manufacturing and formulation facilities, together with a culture that empowers our people in markets around the world to listen to farmers and ideate from the field. This uniquely positions ADAMA to offer a vast array of distinctive mixtures, formulations and high-quality differentiated products, delivering solutions that meet local farmer and customer needs in over 100 countries globally. Please see important additional information and further details included in the Annex. August 2024 1 ADAMA Ltd. Semi-Annual Report 2024 Section I - Important Notice, Table of Contents and Definitions The Company’s Board of Directors, Board of Supervisors, directors, supervisors and senior managers confirm that the content of the Report is true, accurate and complete and contains no false statement, misleading presentations or material omissions, and assume joint and several legal liability arising therefrom. Steve Hawkins, the person in charge of the Company (President and Chief Executive Officer) as well as its legal representative, and Efrat Nagar, the person leading the accounting function (Chief Financial Officer), hereby assert and confirm the truthfulness, accuracy and completeness of the Financial Report. All the Company’s directors attended the board meeting for the review of this Report. The forward-looking information described in this Report, such as future plans, development strategy, market trends and their effect etc., does not constitute, in any manner whatsoever, a substantial commitment of the Company to investors. Investors and other relevant people are cautioned to be sufficiently mindful of investment risks as well as the difference between plans, forecasts and commitments. The Company has described its possible risks in “X - Risks Facing the Company and Countermeasures” under Section III herein. The major risks of the Company include, among others, exchange rate fluctuations; exposure to interest rate, Israel CPI and NIS exchange rate fluctuations; fluctuations in raw material inputs and prices, and in sales. Investors and other relevant people are cautioned to be sufficiently mindful of investment risks. For the complete “Risks Facing the Company and Countermeasures” of the Company, please see the relevant section below. For the Reporting Period, the Company does not plan to distribute cash dividends or bonus shares or convert capital reserve into share capital. This Report and its Abstract have been prepared in both Chinese and English. Should there be any discrepancies between the two versions, the Chinese version shall prevail. 2 ADAMA Ltd. Semi-Annual Report 2024 Table of Contents Section I - Important Notice, Table of Contents and Definitions....................................... 2 Section II - Corporate Profile and Financial Results.......................................................... 6 Section III - Performance Discussion and Analysis........................................................... 9 Section IV – Corporate Governance ................................................................................. 33 Section V – Environmental and Social Responsibilities ................................................. 35 Section VI - Significant Events.......................................................................................... 46 Section VII - Share Changes and Shareholders ............................................................... 87 Section VIII - Preferred stock ............................................................................................ 94 Section IX - Bonds ............................................................................................................. 95 Section X - Financial Report.............................................................................................. 96 3 ADAMA Ltd. Semi-Annual Report 2024 Documents Available for Reference (I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of the Accounting Organ; (II) Originals of all Company’s documents previously disclosed in media designated by the CSRC as well as the originals of all the public notices, were deposited in the Company’s office. 4 ADAMA Ltd. Semi-Annual Report 2024 Definitions General Terms Definition Company, the Company ADAMA Ltd. Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, Adama Solutions incorporated in Israel according to its laws ADAMA Anpon (Jiangsu) Ltd., a wholly-owned subsidiary of the Company, Anpon, ADAMA Anpon incorporated in China according to its laws ADAMA Huifeng (Jiangsu) Ltd., a 51% owned subsidiary of the Company, ADAMA Huifeng incorporated in China according to its laws Board of Directors/Board The Board of Directors of the Company Board of Supervisors The Board of Supervisors of the Company Group, the Group, ADAMA The Company, including all its subsidiaries, unless expressly stated otherwise ChemChina China National Chemical Co., Ltd. ChemChina-Syngenta The acquisition of Syngenta AG by ChemChina in 2017 Transaction China National Agrochemical Co., Ltd., the indirect controlling shareholder of the CNAC Company, a wholly-owned subsidiary of ChemChina CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange SASAC State Assets Supervision and Administration Commission of China Syngenta Group Co., Ltd, the controlling shareholder of the Company as of June Syngenta Group 15, 2020, a wholly-owned subsidiary of CNAC Sinochem Holdings Sinochem Holdings Corporation Ltd. Sinochem Holdings including all its subsidiaries unless otherwise indicated or the Sinochem Group context otherwise requires Report This 2024 Semi-Annual Report Reporting Period, this Period January 1, 2024 - June 30, 2024 2023 Annual Report The Company’s 2023 Annual Report published on March 27, 2024 5 ADAMA Ltd. Semi-Annual Report 2024 Section II - Corporate Profile and Financial Results I. Corporate Information Stock name ADAMA A, ADAMA B Stock code 000553, 200553 Stock exchange Shenzhen Stock Exchange Company name in Chinese 安道麦股份有限公司 Abbr. 安道麦 Company name in English (if any) ADAMA Ltd. Abbr. (if any) ADAMA Legal representative Steve Hawkins II. Contact Information Securities Affairs Representative & Board Secretary Investor Relations Manager Name Guo Zhi Wang Zhujun Address 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing Tel. 010-56718110 010-56718110 Fax 010-59246173 010-59246173 E-mail irchina@adama.com irchina@adama.com III. Other Information 1. Ways to Contact the Company Indicate by tick mark whether any changes occurred to the registered address, office address and their postal codes, website address and email address of the Company during the Reporting Period. □ Applicable √ Not applicable No changes occurred to the said information during the Reporting Period, which can be found in the 2023 Annual Report. 2. Information Disclosure Media and Place where this Report is Kept Indicate by tick mark whether any changes occurred to the information disclosure media and the place where this Report is kept during the Reporting Period. □ Applicable √ Not applicable The newspapers designated by the Company for information disclosure, the website designated by the CSRC for the publication of this Report and the location where this Report is kept did not change during 6 ADAMA Ltd. Semi-Annual Report 2024 the Reporting Period. Said information can be found in the 2023 Annual Report. 3. Other Relevant Documents Indicate by tick mark whether any changes occurred to the relevant documents during the Reporting Period. □ Applicable √ Not applicable IV. Main Accounting Data and Financial Results Indicate by tick mark whether the Company needs to retroactively adjust or restate any of its accounting data. □ Yes √ No January - June 2024 January - June 2023 YoY +/- (%) Operating revenues (RMB’000) 14,910,289 17,253,201 -13.58% Net loss attributable to shareholders of the (894,866) (242,156) -269.54% Company (RMB’000) Net loss attributable to shareholders of the Company excluding non-recurring profit and loss (947,055) (304,966) -210.54% (RMB’000) Net cash flow from (used in) operating activities 1,731,118 (64,876) 2768.35% (RMB’000) Basic EPS (RMB/share) (0.3841) (0.1039) -269.68% Diluted EPS (RMB/share) NA NA NA Weighted average return on net assets (4.17%) (1.03%) -3.14 pp End of Reporting Period End of last year +/- (%) Total assets (RMB’000) 52,854,481 55,405,803 -4.60% Net assets attributable to shareholders 20,982,486 21,924,475 -4.30% (RMB’000) V. Differences in Accounting Data under Domestic and Foreign Accounting Standards 1. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under Chinese and International Accounting Standards □ Applicable √ Not applicable None during the Reporting Period. 2. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under Chinese and Foreign Accounting Standards □ Applicable √ Not applicable None during the Reporting Period. 3. Reason for accounting data differences under Chinese and Foreign Accounting Standards □ Applicable √ Not applicable 7 ADAMA Ltd. Semi-Annual Report 2024 VI. Non-Recurring Profit/Loss √ Applicable □ Not applicable Unit: RMB’000 Item Reporting Period Note Gains/losses on the disposal of non-current assets (including the offset 18,217 part of asset impairment provisions) Government grants recognized through profit or loss (excluding government grants closely related to regular operation of the Company 2,299 and continuously given at a fixed quota or amount in accordance with certain standards) Recovery or reversal of provision for bad debts which is assessed 16,710 individually during the years Post vesting cash share based payment revaluation 17,338 Other non-operating income and expenses other than the above 7,799 Other profit or loss that meets the definition of non-recurring profit or loss - Less: Income tax effects 10,174 Total 52,189 Details of other profit and loss items that meet the definition of non-recurring profit or loss. □ Applicable √ Not applicable No such cases in the Reporting Period. Explanation whether the Company has classified an item as non-recurring profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public - Non-Recurring Profit and Loss, and reclassified any non-recurring profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases in the Reporting Period. 8 ADAMA Ltd. Semi-Annual Report 2024 Section III - Performance Discussion and Analysis I. Main Business of the Company during the Reporting Period The Company is a corporation incorporated in the People's Republic of China. The Group is a global leader in crop protection, engaging in the development, manufacturing and commercialization of a wide range of crop protection products, that are largely off-patent. The Group provides solutions to farmers to combat weeds, insects and disease, and sells its products in over 100 countries, through approximately 60 subsidiaries worldwide. The Group's business model integrates end-customer access, regulatory expertise, state-of-the art global R&D, production and formulation facilities, thereby providing the Group a significant competitive edge and allowing it to launch new and differentiated products that meet local farmers and customer needs in key markets. The Group's primary operations are global, spanning activities in Europe, Africa & Middle East (EAME), North America, Latin America and Asia-Pacific (including China). The Group also utilizes its expertise to adapt such products also for the development, manufacturing and commercialization of similar products for non-agricultural purposes (Consumer and Professional Solutions). In addition, the Group leverages its core capabilities in the agricultural and chemical fields and operates in several other non-agricultural areas, none of which, individually, is material for the Group. These activities, collectively reported as Intermediates and Ingredients, include primarily, (a) the manufacturing and marketing of dietary supplements, food colors, texture and flavor enhancers, and food fortification ingredients; (b) fragrance products for the perfume, cosmetics, body care and detergents industries; (c) the manufacturing of industrial products and (d) other non-material activities. ADAMA Group is a distinctive member of Syngenta Group, a world leader in agricultural inputs, spanning crop protection, seeds, fertilizers, additional agricultural and digital technologies, as well as an advanced distribution network in China. The General Crop Protection Market Environment Key commodity crop prices continued to decline through the second quarter of 2024, although remain above average historical levels. Farmer income is pressured by the declining crop commodity prices, however, there has been some ease in the prices of inputs such as fertilizers. The channel inventory situation continues to ease but the high interest rate environment coupled with ample product supply continue to drive a just-in-time purchasing approach by the channel. Active ingredient prices from China remained low during Q2 with some molecules even experiencing further price declines. Container shipping costs climbed higher during Q2 due to the combination of the red sea disruptions coupled with higher global trade demand. Crop Protection Products As described within the Company’s 2023 annual report, the Group is focused on the development, manufacturing and commercialization of largely off-patent crop protection products, which are generally herbicides, insecticides and fungicides, which protect agricultural and other crops against weeds, insects and disease, respectively. Since the publication of the 2023 annual report, no major changes occurred 9 ADAMA Ltd. Semi-Annual Report 2024 with that respect. For details, please refer to 2023 annual report. Please see important additional information and further details included in the Annex. 10 ADAMA Ltd. Semi-Annual Report 2024 II. Core Competitiveness Analysis No significant changes occurred to the core competitiveness of the Company during the Reporting Period. III. Analysis of Main Business General Description Whether it is the same as main business of the Company during the Reporting Period disclosed or not? √ Yes □ No Please refer to the relevant information in section “I. Main Business of the Company during the Reporting Period” above. Year-on-year changes of main financial data: Same period 2024 Apr- Same period 2024 Apr-June of last year +/-% June of last year +/-% (000’RMB) (000’RMB) (000’USD) (000’USD) Operating revenues 7,401,390 8,642,625 -14.36% 1,041,344 1,233,158 -15.55% Cost of goods sold 5,785,722 6,865,895 -15.73% 814,027 979,683 -16.91% Selling and Distribution 1,282,638 1,095,906 17.04% 180,460 156,372 15.40% expenses General and administrative 256,008 194,777 31.44% 36,019 27,779 29.66% expenses R&D expenses 106,255 127,476 -16.65% 14,948 18,188 -17.81% Financial Expenses 256,483 249,143 2.95% 36,099 35,505 1.67% Loss from Changes in Fair (47,557) (430,092) 88.94% (6,691) (61,367) 89.10% Value Total Net Financial 304,040 679,235 -55.24% 42,790 96,872 -55.83% Expenses Loss before tax (420,137) (389,700) -7.81% (59,123) (55,586) -6.36% Tax expenses (income) 247,124 (64,271) 484.50% 34,770 (9,171) 479.13% Net loss (667,261) (325,429) -105.04% (93,893) (46,415) -102.29% EBITDA 539,027 806,267 -33.15% 75,841 115,014 -34.06% Net cash flows from operating 2,466,280 2,840,293 -13.17% 346,996 405,262 -14.38% activities Net cash flows used in (342,006) (481,744) 29.01% (48,119) (68,737) 30.00% investing activities Net cash flows used in (1,861,463) (1,449,755) -28.40% (261,900) (206,855) -26.61% financing activities Net increase in cash and cash 291,925 1,091,971 -73.27% 38,648 126,311 -69.40% equivalents 11 ADAMA Ltd. Semi-Annual Report 2024 Same Reporting Same period Reporting period of Period of last year +/-% Period +/-% last year (000’RMB) (000’RMB) (000’USD) (000’USD) Operating revenues 14,910,289 17,253,201 -13.58% 2,098,494 2,491,683 -15.78% Cost of goods sold 11,474,074 13,358,727 -14.11% 1,614,867 1,928,680 -16.27% Selling and Distribution 2,363,376 2,161,199 9.35% 332,614 312,074 6.58% expenses General and administrative 536,266 461,146 16.29% 75,475 66,708 13.14% expenses R&D expenses 218,107 262,378 -16.87% 30,695 37,905 -19.02% Financial Expenses 623,647 455,855 36.81% 87,804 65,727 33.59% Loss from Changes in Fair (196,492) (782,218) 74.88% (27,659) (112,834) 75.49% Value Total Net Financial 820,139 1,238,073 -33.76% 115,463 178,561 -35.34% Expenses Loss before tax (571,430) (318,589) -79.36% (80,433) (45,200) -77.95% Tax expenses (income) 323,436 (76,433) 523.16% 45,514 (10,948) 515.73% Net loss (894,866) (242,156) -269.54% (125,947) (34,252) -267.71% EBITDA 1,394,754 1,940,990 -28.14% 196,317 280,866 -30.10% Net cash flows from (used in) 1,731,118 (64,876) 2768.35% 243,495 (19,357) 1357.92% operating activities Net cash flows used in (814,956) (1,121,109) 27.31% (114,703) (162,187) 29.28% investing activities Net cash flows provided by (1,844,670) 1,401,023 -231.67% (259,536) 209,817 -223.70% financing activities Net increase (decrease) in (886,478) 345,284 -356.74% (128,632) 25,853 -597.55% cash and cash equivalents Major changes to the profit structure or sources of the Company in the Reporting Period: □ Applicable √ Not applicable None during the Reporting Period. 12 ADAMA Ltd. Semi-Annual Report 2024 Analysis of Financial Highlights (1) Operating Revenues Revenues in the second quarter declined by approximately 16% (-14% in RMB terms; -14% in CER terms) to $1,041 million, presenting a decrease of 10% in prices and a decrease of 4% in volumes. The lower sales reflect lower market prices and de-focus from selected low profit products. Inventory levels in some areas have improved, however, high competition from Chinese and Indians manufactures increased pricing pressure mainly in commoditized crop protection products, while the channel is exercising more cautious buying patterns in light of previous price volatility and a higher interest rate environment. These results brought the revenues in the first half of 2024 to $2,098 million, a decline of approximately 16% (-14% in RMB terms; -14% in CER terms), reflecting a decrease of 10% in prices and a decrease of 4% in volumes. Unit: RMB’000 2024H1 2023H1 Ratio of the Ratio of the YoY +/-% Amount operating Amount operating revenue revenue Total operating revenue 14,910,289 100.0% 17,253,201 100.0% -13.6% Classified by industries Manufacture of chemical raw materials 14,910,289 100.0% 17,253,201 100.0% -13.6% and chemical products Classified by products Herbicides 6,163,343 41.3% 7,630,195 44.2% -19.2% Fungicides 3,155,230 21.2% 3,475,688 20.1% -9.2% Insecticides 4,215,471 28.3% 4,749,282 27.5% -11.2% Ingredients and Intermediates (Formerly 1,376,245 9.2% 1,398,036 8.1% -1.6% referred to as Non-Agro) Classified by regions Europe, Africa & Middle East (EAME) 4,827,131 32.4% 5,286,856 30.6% -8.7% North America 2,941,766 19.7% 3,018,617 17.5% -2.5% Latin America 2,841,344 19.1% 3,902,210 22.6% -27.2% Asia-Pacific 4,300,048 28.8% 5,045,518 29.2% -14.8% Note: the sales split per product category is provided for convenience purposes only, and is not representative of the way the Company is managed or in which it makes its operational decisions. Regional Sales Performance in USD Q2 2024 Q2 2023 Change H1 2024 H1 2023 Change $m $m USD $m $m USD Europe, Africa & Middle East (EAME)* 312 334 -6.8% 679 765 -11.1% North America 223 225 -0.8% 414 436 -5.0% Latin America 209 329 -36.5% 400 562 -28.9% Asia Pacific 298 345 -13.7% 605 729 -17.0% Of which China 121 141 -14.0% 275 323 -14.9% Total 1,041 1,233 -15.6% 2,098 2,492 -15.8% 13 ADAMA Ltd. Semi-Annual Report 2024 Note: the following analysis of regional sales performance is based on USD results, and the numbers in this table may not sum due to rounding. Europe, Africa & Middle East (EAME): Sales in EAME decreased in the second quarter and first half of 2024, despite demand recovering in Europe at the farmer level in the second quarter supported by positive weather in Western and Southern Europe, slowly improving inventory levels. Overall pricing was softer, particularly in commoditized products, with new competition coming into the market. North America: Consumer & Professional Solutions – Sales were higher in the second quarter following normalized buying patterns supported by good weather, while the Company focused on higher margin products. In the half-year period sales were stable. In the US Ag market, sales declined in the second quarter and first half of 2024 reflecting overall good weather, with the season progressing as usual, while new competition from China and India is putting pressure on pricing. Channel inventory levels have declined with purchasing patterns on a just-in-time basis. Pricing is currently stabilizing, although still lower than during H1 2023. The Company's sales in Canada declined in the second quarter and first half of 2024 reflecting low insecticide sales as weather conditions were unfavorable for insect pressure. While inventory levels are declining, mainly in herbicide and fungicides, purchasing patterns on a just-in-time basis. Additionally, the market experienced strong competition and softer pricing, particularly in commoditized products. Latin America: Brazil – decline in sales in the second quarter and first half of 2024, reflecting the softer pricing, competition from Chinese competitors, “wait and see” famers behavior postponing CP purchases, as well as de-focus from non-selective herbicides. Channel inventory has mostly normalized however demand is impacted by expectations for additional price decreases. The Company is focusing its sales on higher margin products, with new product introductions of differentiated products continuing to do well. In the rest of LATAM lower sales reflected the overall contraction in the market in Northern LATAM negatively impacted by El Nio weather. Inventory levels are back to normal levels in most countries, while pricing was impacted by high competition, mostly in commoditized products. Asia-Pacific: In China, the branded formulations sales in the second quarter and first half of 2024 were impacted by pressure on pricing and negative weather in southern China while focusing on improving the quality of the business with differentiated products. High channel inventories especially for cash crops. In the non- ag business, market pricing in has normalized while tech sales were mainly impacted by a "wait and see" approach in the market. In the Pacific region, sales declined impacted by softer pricing following competition from China and India. Despite this, better weather conditions than expected brought an increase in demand, mainly in Pacific countries in the second quarter of 2024. While channel inventories have declined, purchasing patterns are on a just-in-time basis. 14 ADAMA Ltd. Semi-Annual Report 2024 Sales in India were impacted by overall negative season with erratic weather and low pest pressure and softer pricing, particularly in commoditized products. Channel inventories have increased due to the weak season. Sales in the wider APAC region continued to experience pricing pressure following intense competition from China, particularly in commoditized products, while good weather conditions supported demand. (2) Cost of Goods Sold: List of the industries, products or regions which exceed 10% of the operating revenues or operating profits of the Company as at the Reporting Period Unit: RMB’000 Gross YoY YoY Operating Cost of YoY Margin increase/decrease increase/decrease revenues goods sold increase/decrease (%) of the operating of the cost of of the gross margin revenues goods sold Classified by industries Manufacturing chemical raw 14,910,289 11,474,074 23.0% -13.6% -14.1% 0.5% materials and chemical products Classified by products Crop Protection 13,534,044 10,359,248 23.5% -14.6% -14.5% -0.2% Ingredients and 1,376,245 1,114,826 19.0% -1.6% -10.8% 8.4% Intermediates If the scope of the Company's main business was adjusted during the Reporting Period, the Company's annual financial data of main business according to the adjusted scope at the end of the year is disclosed as follows: □ Applicable √ Not applicable The cost of goods sold in the first half of the year reflected the decline in sales, the positive impact of new inventory sold, priced at market levels, and lower transportation and logistics costs, partially offset by a provision related to the soil cleanup and remediation regarding the Company's plant in Be'er Sheva and the negative impact of exchange rates. Improvement in the sales mix of higher margin products following management's focus on the quality of business also contributed to the improvement of gross margin. (3) Operating Expenses: Operating expenses include Sales and Marketing, General and Administration and R&D. The Company recorded certain non-operational charges within its operating expenses amounting to RMB 336 million ($ 47 million) in Q2 2024 in comparison to RMB 39 million ($ 6 million) in Q2 2023, and 472 million ($ 66 million) in H1 2024 in comparison to RMB 104 million ($ 15 million) in H1 2023, mainly as follows: (i) Provisions such as legal claims and update of registration depreciation; (ii) measures to improve 15 ADAMA Ltd. Semi-Annual Report 2024 efficiencies; (iii) non-cash amortization charges in respect of Transfer Assets received from Syngenta related to the 2017 ChemChina-Syngenta acquisition, The proceeds from the Divestment of crop protection products in connection with the approval by the EU Commission of the acquisition of Syngenta by ChemChina, net of taxes and transaction expenses, were paid to Syngenta in return for the transfer of a portfolio of products in Europe of similar nature and economic value. Since the products acquired from Syngenta are of the same nature, and with the same net economic value as those divested, the Divestment and Transfer transactions had no net impact on the underlying economic performance of the Company. These additional amortization charges will continue until 2032 but at a reducing rate, yet will still be at a meaningful level until 2028; (iv) charges related to the non-cash amortization of intangible assets created as part of the Purchase Price Allocation (PPA) on acquisitions, with no impact on the ongoing performance of the companies acquired. Excluding the impact of the abovementioned non-operational items, the operating expenses were lower in the second quarter and first half of 2024, following undertaking tight OPEX management measures, including the impact of initiatives included in the Company's transformation plan costs and the positive impact of exchange rates. (4) Financial Expenses: “Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreign exchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out any hedging. The impact of Financial Expenses (before hedging) is RMB 624 million ($88 million) for the first half of 2024 compared to expenses of RMB 456 million ($66 million) for the corresponding period in 2023. Given the global nature of its operational activities and the composition of its assets and liabilities, the Company, in the ordinary course of its business, uses foreign currency derivatives (forwards and options) to hedge the cash flow risks associated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations. “Gains/Losses from Changes in Fair Value” amounted to a net loss of RMB 196 million ($28 million) in the first half of 2024, mainly due to hedging transactions, compared with a net loss of RMB 782 million ($113 million) in the corresponding period in 2023. The aggregate of Financial Expenses and Gains/Losses from Changes in Fair Value (hereinafter as “Total Net Financial Expenses”), which more comprehensively reflects the financial expenses of the Company in supporting its main business and protecting its monetary assets/liabilities, amounts to RMB 820 million ($115 million) in the first half of 2024 compared with RMB 1,238 million ($179 million) in the corresponding period in 2023. The lower financial expenses were mainly due to lower hedging costs on exchange rates, the net effect of lower Israeli CPI on the ILS-denominated, CPI-linked bonds (in the half-year period), revaluation of put option attributed to minority stake in a subsidiary and steps taken by the Company's management to optimize the Company's financing structure. These steps included taking advantage of the high interest rate environment to increase interest received from weekly bank deposits designated to support working capital, as well as improving financing terms and leveraged group funding possibilities by taking long-term RMB denominated loans at attractive rates, which minimized the increase in bank interest expenses paid. 16 ADAMA Ltd. Semi-Annual Report 2024 (5) Cash Flow: Net cash flows from (used in) operating activities: Operating cash flow of $347 million (RMB 2,466 million) was generated in the quarter and $243 million (RMB 1,731 million) was generated in the half-year period, compared to $405 million (RMB 2,840 million) generated in the quarter and $19 million (RMB 65 million) used in the corresponding periods last year, respectively. The operating cash flow was significantly improved in the first half-year of 2024 due to the company maintaining strict procurement practices, intensive collections and an improvement in supplier terms, reflecting initial implementation of initiatives taken as part of the company's transformation plan. Net cash used in investing activities was $48 million (RMB 342 million) in the quarter and $115 million (RMB 815 million) in the half-year period, compared to $69 million (RMB 482 million) and $162 million (RMB 1,121 million) in the corresponding periods last year, respectively. The lower cash used in investing activities in the second quarter and first half of 2024 reflected the prioritization of fixed asset investments in its manufacturing facilities as well as optimization of the company's portfolio, part of the implementation of the Company's transformation plan, reflected in prioritization of investments in intangible assets relating to ADAMA's global registrations. It should be noted, that in the first quarter of 2023 the company completed the acquisition of AgriNova New Zealand. Free cash flow of $245 million (RMB 1,740 million) was generated in the second quarter and $51 million (RMB 364 million) generated in the half-year period compared to $288 million (RMB 2,021 million) generated in the second quarter and $254 million (RMB 1,689 million) consumed in the corresponding periods last year, respectively, reflecting the aforementioned operating and investing cash flow dynamics. Cash Flow from Financing Activities was $262 million (RMB 1,861 million) consumed in the quarter and $260 million (RMB 1,845 million) consumed in the half-year period, compared to $207 million (RMB 1,450 million) consumed and $210 million (RMB 1,401 million) generated in the corresponding periods last year, respectively, mainly driven by the paydown of short terms loans due to the positive free cash flow in the quarter. 17 ADAMA Ltd. Semi-Annual Report 2024 IV. Analysis of Non-Core Business √ Applicable □ Not applicable Unit: RMB’000 Proportion in Whether Amount Reasons total profit sustained Investment income 4,418 -0.77% - No Mainly from changes in fair value and Gain/loss from change of (196,492) 34.39% realization of derivatives. See No Fair Value explanation of financial expenses Asset impairment losses 59,134 10.35% - No Gain or loss from disposal of No 18,217 -3.19% - assets Non-operating income 43,241 -7.57% - No Non-operating loss 12,465 2.18% - No V. Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Unit: RMB’000 End of Reporting Period End of last year Change in Reason for As a percentage As a percentage percentage significant Amount Amount of total assets (%) of total assets (%) point (%) change Cash at bank and on hand 3,995,217 7.56% 4,881,328 8.81% -1.25 pp - Accounts receivable 8,376,840 15.85% 8,146,677 14.70% 1.15 pp - Inventories 12,316,391 23.30% 13,088,757 23.62% -0.32 pp - Investment property 21,327 0.04% 22,145 0.04% 0.00 pp - Long term equity investments 29,305 0.06% 31,474 0.06% 0.00 pp - Fixed assets 9,800,110 18.54% 10,040,113 18.12% 0.42 pp - Construction in progress 2,699,358 5.11% 2,507,328 4.53% 0.58 pp - Right of use assets 575,852 1.09% 625,235 1.13% -0.04 pp - Short-term loans 4,597,378 8.70% 5,733,522 10.35% -1.65 pp - Contract liabilities 1,389,717 2.63% 1,514,365 2.73% -0.10 pp - Long-term loans 2,891,645 5.47% 2,885,939 5.21% 0.26 pp - Lease liabilities 447,815 0.85% 495,459 0.89% -0.04 pp - 18 ADAMA Ltd. Semi-Annual Report 2024 2. Main Overseas Assets √ Applicable □ Not applicable Proportion Scale Control Net Profit of Specific (Amount) Operation measures to Significant of the overseas contents of the Reason of the Location /Manageme guarantee impairment assets assets out assets assets nt mode safety of the risk? (RMB’000) of total net (RMB’000) assets assets (%) Equity Acquired investment in through Israel and Corporate Corporate 17,516,997 (1,103,256) 83% No Adama Major Assets globally Governance Governance Solutions Restructuring Other explanations N/A 3. Assets and Liabilities Measured at Fair Value √ Applicable □ Not applicable Unit: RMB’000 Profit/loss on Impairment Cumulative fair Purchased in fair value provided in Sold in the Opening value changes the Closing Item changes in the the Reporting Others balance charged to Reporting balance Reporting Reporting Period equity Period Period Period Financial assets 1.Financial assets held for trading 1,912 - - - 213 - - 2,125 (excluding derivative financial assets) 2.Derivative financial assets (including long 850,137 (509,963) 7,835 - 368,658 (494,005) - 222,662 term) 3.Other equity 132,018 - 561 - - - - 132,579 investments Total financial assets 984,067 (509,963) 8,396 - 368,871 (494,005) - 357,366 Other 204,473 - - - 32,181 (14,653) - 222,001 Total of above 1,188,540 (509,963) 8,396 - 401,052 (508,658) - 579,367 Financial liabilities 607,787 (327,269) - - - - - 280,518 Significant changes in the measurement attributes of the main assets in the Reporting Period □ Yes √ No 4. Limitation on Asset Rights as of End of the Reporting Period At the end of this Reporting Period, restricted assets included RMB 24,337,000 - restricted cash, most of which as guarantee for bank acceptance bills; and RMB 117,884,000 and RMB 124,363,000 – other current assets and other non-current assets respectively, mainly as guarantee for lawsuits. 19 ADAMA Ltd. Semi-Annual Report 2024 VI. Investments Made 1. Overall Condition of the Total Investments Made √ Applicable □ Not applicable Investment during the Investment during the Same +/-% YoY Reporting Period (RMB'000) Period Last Year (RMB'000) 22,170,519 29,389,828 -24.56% 2. Significant Equity Investments during the Reporting Period □ Applicable √ Not applicable 3. Significant Non-Equity Investments executed during the Reporting Period □ Applicable √ Not applicable 4. Financial Investments (1) Investments in Securities □ Applicable √ Not applicable None during the Reporting Period. 20 ADAMA Ltd. Semi-Annual Report 2024 (2) Investments in Derivative Financial Instruments √ Applicable □ Not applicable (1) Investment in Derivative Financial Instruments for Hedging during the Reporting Period √ Applicable □ Not Applicable Unit: 000 RMB Profit/loss on fair Cumulative fair Percentage of Purchased in Sold in the Initial Opening value changes in value changes Closing investment amount Investment Type the Reporting Reporting Investment Balance the Reporting charged to Balance divided by net asset Period Period Period equity at end of the period Option 4,774,021 4,774,021 (54,808) (53,415) 1,774,573 (4,774,021) 1,774,573 8.5% Forward 11,279,778 11,279,778 (127,886) (124,635) 20,395,946 (11,279,778) 20,395,946 97.2% Total 16,053,799 16,053,799 (182,694) (178,050) 22,170,519 (16,053,799) 22,170,519 105.7% Explanation of accounting policies and specific accounting principles for hedging during the Please refer to section X of this Report, note III. 28.1 for the disclosure of the accounting policies for hedging. There is no change in the accounting reporting period, and any policies for hedging during the reporting period. significant changes compared with last reporting period Explanations about actual The loss during the year was RMB 178,050,000 compared to a loss of RMB 812,144,000 in the same period last year. The loss was mainly due to the gain/loss during the Reporting devaluation of the ILS of 3.5% compared to 5.1% last year, which was offset by devaluation of the BRL of 15% compared to evaluation of the BRL of 7.5% Period last year. Despite of the loss incurred from the hedging transactions, the Group has effectively mitigated the impact from the exchange rate fluctuations during the Explanations for hedging effect year. Source of fund for the Internal. derivatives investment The aforesaid refers to short term hedging currency transactions made with banks. Risk and control analysis for the The Group’s transactions are not traded in the market. The Transactions are between the applicable company in the Group and the applicable bank until Reporting Period (including but the expiration date of the transaction, therefore no market risk is involved. not limited to market risk, Regarding credit and liquidity risk, the Group is working with large and substantial banks only and with some of them the Group has ISDA agreements. liquidity risk, credit risk, operational risk, legal risk, etc.) As to operational risk, the Group is working with relevant software, which is its back office for all transactions. No legal risk is involved. 21 ADAMA Ltd. Semi-Annual Report 2024 The actions taken in order to further reduce risks are: The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only subsidiary that has hedging positions in the Group in the period was Adama Solutions and its subsidiaries. The relevant subsidiaries apply management designed procedures and controls, which among other things, monitor the working process and the controls of the hedging transactions and are quarterly reviewed and annually audited. The controllers of the relevant subsidiaries are involved in the process and are monitoring the hedging accounting treatment. Every 2-3 years the internal audit of the relevant subsidiaries’ department is auditing the entire procedure. Market price or fair value change of investments during the The aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks. Reporting Period. Segregation of duties as follows: Specific methodology and For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant assumptions should be transactions are simple (Options and forwards) for short terms. For fair value methodology see section X of this Report, note IX. Fair Value. The exchange disclosed in the analysis of fair rates are provided by the accounting department of the relevant subsidiary and all other parameters are provided by the experts. value of the investments Litigation-related situations (if N/A applicable) Date of disclosure of Board December 30, 2017 approval (if any) Date of disclosure of N/A Shareholders’ approval (if any) The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shenzhen Stock Exchange: No. 3 - Disclosure of Industry Information”. The derivative transactions carried out by the Group were mainly through options and forward in order to mitigate the currency exposure and the fluctuation in Israeli CPI. For more details, please refer to the section above. (2) Investment in Derivative Financial Instruments for Speculation during the Reporting Period □ Applicable √ Not Applicable No such situation occurred during the Reporting Period. 22 ADAMA Ltd. Semi-Annual Report 2024 5. Use of Raised Fund □ Applicable √ Not applicable None during the Reporting Period. VII. Sale of Major Assets and Equity Interests 1. Sale of Significant Assets □ Applicable √ Not applicable None during the Reporting Period. 2. Sale of Significant Equities □ Applicable √ Not applicable VIII. Main Controlled and Joint Stock Companies √ Applicable □ Not applicable List of main subsidiaries and stock-participating companies influencing over 10% of the net profits on the Company Unit: RMB’000 Name Type Registered Total Operating Operating Main services Net assets Net profit capital assets revenues profit Development, manufacturing and marketing of agrochemicals, Adama intermediate (1,097,01 Subsidiary 720,085 44,249,108 14,676,724 13,410,003 (848,909) Solutions materials for other 7) industries, food additives and synthetic aromatic products, mainly for export. Subsidiaries acquired or disposed during the Reporting Period □ Applicable √ Not applicable Explanations on the main controlled and joint stock companies √ Applicable □ Not applicable During the Reporting Period, total sales of Solutions, a wholly-owned subsidiary of the Company, amounted to $1,886 million, a decline of 15%, reflecting a decrease of 3% in volumes and 11% in prices. Solutions’ net loss was $137 million in the first half of the year, compared with net loss of $32 million in the corresponding period last year. For detailed explanation of the performance movement, see above explanation of the Section. 23 ADAMA Ltd. Semi-Annual Report 2024 IX. Structured Entities Controlled by the Company □ Applicable √Not applicable X. Risks Facing the Company and Countermeasures The Group is exposed to several major risk factors, resulting from its economic environment, the industry and the Group's unique characteristics, as follows (the order below does not indicate priority): Exchange rate fluctuations Although the Company reports its consolidated financial statements in RMB, the Company’s material subsidiary Solutions reports its consolidated financial statements in US dollars, which is its functional currency, while its operations, sales and purchases of raw materials are carried out in various currencies. Therefore, fluctuations in the exchange rate of the selling currency against the purchasing currency impact the Company’s results. The Group's most significant exposures are to the Euro, the Israeli Shekel and the Brazilian Real. The Group has lesser exposures to other currencies. The strengthening of the US dollar against other currencies in which the Company operates reduces the dollar value of such sales and vice versa. On an annual basis, approximately 22% of the Group’s sales are to the European market and therefore the impact of long-term trends on the Euro may affect the Company's results and profitability. Analyses of currency exposure from foreign currency exchange rate fluctuations against assets, liabilities and cash flow denominated in foreign currencies are done constantly. High volatility of the exchange rates of these currencies could increase the costs of transactions to hedge against currency exposure, thereby increasing the Company's financing costs. The Group uses commonly accepted financial instruments to hedge most of its substantial net balance sheet exposure to any particular currency. Nonetheless, since as part of these operations the Group hedges against most of its balance sheet exposure and only against part of its economic exposure, exchange rate volatility might impact the Group’s results and profitability. As of the date of publication of this Report, the Group has hedged most of its balance sheet exposure. In addition, as the Company’s product sales depend directly on the cyclical nature of the agricultural seasons, therefore the Company’s income and its exposure to the various currencies is not evenly distributed over the year. Countries in the northern hemisphere have similar agricultural seasons and therefore, in these countries, the highest sales are usually during the first half of the calendar year. During this period, the Company is most exposed to the Euro. In the southern hemisphere, the seasons are opposite and most of the local sales are carried out during the second half of the year. During these months, most of the Company's exposure pertains to the Brazilian Real. Exposure to Interest rate, Israel CPI and NIS exchange rate fluctuations The debentures issued by Solutions, the material subsidiary of the Company, are Israeli Shekel based and linked to the Israel Consumer Price Index “CPI” and therefore an increase in the CPI and an appreciation of the shekel rate against the dollar might lead to a significant increase in its financing expenses. In addition, high volatility of the exchange rate of USD/NIS and expectations of material changes in the inflation rate, may increase the costs of hedging transactions on currency exposure, and as a result, may lead to a further increase in the company's financing costs. As of the date of approval of the financial statements, Solutions hedged most of its exposure to these risks on an ongoing basis, 24 ADAMA Ltd. Semi-Annual Report 2024 through CPI hedging and USD-ILS exchange rate hedging transactions. In addition, inflation in several global markets has a cross effect on the business results of the Group, since on one hand, it contributes to the Group's ability to increase the sale price of its products, but on the other hand, it may increase the Group's production costs and operating expenses. As of the date of the Report, the Group is unable to isolate the influence of inflation on its sale prices and its costs. The Group estimates that the cumulative cross influence of inflation does not have a material effect on to its financial results. Since December 31, 2021 the Group have had dollar denominated liabilities bearing variable London Interbank Offered Rates (LIBOR) interest. As a result, the Group was exposed to changes in the US dollar LIBOR interest rate. The Group prepares a quarterly summary of its exposure to changes in the relevant interest rate benchmarks (which replaced the LIBOR interest rate) and periodically examines hedging the variable interest rate by converting it to a fixed rate. As part of the global reform in interest rate benchmarks, the phasing out of LIBOR (the so-called LIBOR fallback) was scheduled for the end of 2021. As of January 1, 2022 three global interest rate benchmarks has transitioned to alternative risk- free rates while replacing the former benchmark LIBOR: SOFR (USD), ESTR (EUR) and SONIA (GBP). As of the date of publication of this Report, the Group has not carried out hedging for such exposure, since US dollar interest rates have been relatively stable. In addition, the effect of interest changes on the debt that serves the Group’s working capital is seasonal. Such debt bears a variable interest, but has no material effect on the Group’s financing expenses. As a result, the net increase in interest rate does not have a material effect on the Group’s business. Business operations in emerging markets The Group conducts business - mainly product sales and raw material procurement - inter alia, in emerging markets such as Latin America (particularly in Brazil, the largest market, country wise, in which the Group operates), Eastern Europe, Southeast Asia and Africa. The Group's activity in emerging markets is exposed to risks typical of those markets, including: political and regulatory instability; volatile exchange rates; economic and fiscal instability and frequent revisions of economic legislation; relatively high inflation and interest rates; terrorism or war; restrictions on import and trade; differing business cultures; uncertainty as to the ability to enforce contractual and intellectual property rights; foreign currency controls; governmental price controls; restrictions on the withdrawal of money from the country; barter deals and potential entry of international competitors and accelerated consolidations by large-scale competitors in these markets. Developments in these regions may have a significant effect on the Group's operations. Distress to the economies of these markets could impair the ability of the Group's customers to purchase its products or the ability to market them at international market prices, as well as harm the Group's ability to collect customer debts, in a way that could have a significant adverse effect on the Group's operating results. The Group’s operations in multiple regions allows for the diversification of such risks and for the reduction of its dependency on particular economies. In addition, changes in registration requirements or customers' preferences in developed western countries, which may limit the use of raw materials purchased from emerging economies, may require redeployment of the Group's procurement organization, which might negatively affect its profitability for a certain period. Operating in a competitive market The crop protection products industry is highly competitive. Currently, seven multinational companies, including the Company, lead the global industry. Five of these, Bayer, Syngenta, Corteva, BASF and 25 ADAMA Ltd. Semi-Annual Report 2024 FMC, are Originator Companies, which develop, manufacture and market both patent-protected as well as off-patent products. The Group competes with the original products with the aim of maintaining and increasing its market share. The Originator Companies possess resources enabling them to compete aggressively, in the short-to- medium term, on price and profit margins, so as to protect their market share. Loss of market share or inability to acquire additional market share from the Originator Companies can affect the Group's position in the market and adversely affect its financial results. For details regarding the Group’s competitive advantages see section III - subsection II. Core competitiveness analysis above. Similarly, the Group also competes in the more decentralized off-patent segment of the market, against other off-patent companies and smaller-scale Originator Companies, which have significantly grown in number in recent years and are materially changing the face of the crop protection industry, the majority of whom have not yet deployed global distribution networks, and are only active locally. These companies often price their products aggressively and at times have lower profit margins than the Group, which may adversely impact the Group's sales and product prices. The Group's ability to maintain its revenues and profitability from a specific product in the long term is affected by the number of companies producing and selling comparable off-patent products and the timing of their entrance to the relevant market. Any delay in developing or obtaining registrations for products and/or delayed penetration into markets and/or growth of competitors that focus on off-patent active ingredients (whether by the expansion of their product portfolio, granting registrations to other manufacturers (including manufacturers in China and India) to operate in additional markets, transforming their distribution network to a global scale or increasing the competition for distribution access), and/or difficulty in purchasing low cost raw materials, may harm the Group’s sales, affect its global position and lead to price erosion. Decline in scope of agricultural activities; Climate change and exceptional changes in weather conditions The scope of general agricultural activities worldwide may be negatively affected by many exogenous factors, some resulting from climate change, including but not limited to extreme weather conditions, natural disasters, a decrease in agricultural commodity prices, government policies and the economic condition of farmers. A material decline in the scope of agricultural activities would by necessary implication cause a decline in the demand for the Group’s products, erosion of its prices and collection difficulties, which may have a significant adverse effect on the Group's results. Extreme weather conditions, both chronic and acute, as well as other damages caused by nature may have an impact on the demand for the Group's products as well as to price thereof. For example, drought may reduce the need for fungicides, which could result in fewer sales and greater unsold inventories in the market, whereas excessive rain could lead to increased plant disease or weed growth requiring growers to purchase and use more crop protection products. Drought and/or increased temperatures may change insect pest pressures, requiring growers to use more, less, or different insecticides. Climate change may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts and other events that could affect the demand for the Company’s products. The Group believes, that should a number of such bad seasons occur in succession, without favorable seasons in the interim, its results may sustain significant harm. Environmental, health and safety legislation, standards, regulation and exposure Many aspects of the Group's operations are strictly regulated, including in relation to production and trading, and particularly in relation to the storage, treatment, manufacturing, transport, usage and disposal 26 ADAMA Ltd. Semi-Annual Report 2024 of its products, their ingredients and byproducts, some of which are considered hazardous. The Group's activities involve hazardous materials. Defective storage or handling of hazardous materials may cause harm to human life or to the environment in which the Group operates. The regulatory requirements regarding the environment, health and safety could, inter alia, include soil and groundwater clean-up requirements; as well as restrictions on the volume and type of emissions the Group is permitted to discharge into the air, water and soil. The regulatory requirements applicable to the Group vary from product to product and from market to market, and tend to become stricter with time. In recent years, both government authorities and environmental protection organizations have been applying increasing pressure, including through investigations and indictments as well as increasingly stricter legislative proposals and class action suits related to companies and products that may potentially pollute the environment. Compliance with these legislative and regulatory requirements and protection against such legal actions requires the Group to commit considerable human and financial resources (both in terms of substantial ongoing costs and in terms of material one-time investments) to meet mandatory environmental standards. In some instances, this may result in delaying the introduction of products into new markets or in adverse effects on the Group’s profitability. In addition, the toughening, material alteration or revocation of environmental licenses or permits, or their stipulations, or the inability to obtain such licenses and permits, may significantly affect the Group's ability to operate its production facilities, which in turn may have a material adverse effect on the financial and business results of the Group. The Group may be required to bear significant civil liabilities (including due to class actions) or criminal liabilities (including high penalties and/or high compensation payments and/or costs of environmental monitoring and rehabilitation), resulting from violation of environmental, health and safety regulations, while some of the existing legislation may impose “strict liability” regime on the Group, i.e. the Group will be held liable, regardless of proof of negligence or malice. While the Group invests material sums in adapting its facilities and in constructing special facilities in accordance with environmental requirements, it is currently unable to assess with any certainty whether these investments (current and future) and their outcomes may satisfy current or future requirements, should these be significantly increased or changed. In addition, the Group is unable to predict with any certainty the extent of future costs and investments it may incur in order to meet the requirements of the environmental authorities in the relevant countries in which it operates since, inter alia, the Group is unable to estimate the extent of potential pollutions, their duration, the extent of the measures required to be taken by the Group in handling them, the division of responsibility among other parties and the amounts recoverable from third parties. Furthermore, the Group may be the target of bodily injury claims and property damage claims caused by exposure to hazardous materials, which are largely covered under the Group’s insurance policies. Legislative, standard and regulatory changes in product registration The majority of the substances and products marketed by the Group require registration at various stages of their development, production, import, utilization and marketing, and are also subject to strict regulatory supervision by the regulatory authorities in each country. Compliance with the regulatory requirements that vary from country to country and which are becoming more stringent with time, involves significant time and costs, and rigorous compliance with individual registration requirements for each product. Noncompliance with these regulatory requirements might materially adversely affect the Group’s expenses, cost structure and profit margins, as well as penetration of its products in the relevant market, and may even lead to suspension of sales of the relevant product, and recall of those products already 27 ADAMA Ltd. Semi-Annual Report 2024 sold, or to legal action. Moreover, to the extent new regulatory requirements are imposed on existing registered products (requiring additional investment or leading to the existing registration's revocation) and/or the Group is required to compensate another company for its use of the latter's product registration data, these might amount to significant sums, considerably increasing the Group's costs and adversely affecting its results and reputation. In recent years the industry has been suffering from revocation of registration for many products around the world. This trend is particularly evident in European countries as well as in many other countries worldwide. Nevertheless, the Group believes that, in countries where the Group maintains a competitive edge, any toughening of registration requirements may actually increase this edge, since this will make it difficult for its competitors to penetrate the same market, whereas in countries in which the Group possesses a small market share, if any, such toughening may make further penetration of the Group's products into that market more difficult. Product liability Product and producer liability are a risk for the Group. Regardless of their prospects or actual results, product liability lawsuits might involve considerable costs as well as tarnish the Group's reputation, thus potentially impacting its profits. The Group has a third-party and defective product liability insurance cover. However, there is no certainty that the scope of insurance cover is sufficient. Any future product liability lawsuit or series of lawsuits could materially affect the Group’s operations and results, should the Group lose the lawsuit or should its insurance cover not suffice or apply in a particular instance. In addition, while the Group has not currently encountered any difficulty renewing such insurance policy, it is possible that it will encounter future difficulties in renewing an insurance policy for third party liability and defective products on terms acceptable to the Group. Successful market penetration and product diversification The Group’s growth and profit margins are affected, inter alia, by the extent of its success in developing differentiated products and obtaining registrations for them, so as to enable it to gain market share at the expense of its competitors. Usually, being the first to launch a certain off-patent product affords the Group continuing advantage, even after other competitors penetrate the same market. As such, the Group's revenues and profit margins from a certain new off-patent product could be materially affected by its ability to launch such product ahead of the launch of a comparable product by its competitors. Should new products fail to meet registration requirements in the different countries or should it take a long period of time to obtain such registrations, the Group's ability to successfully introduce a new product to the relevant market in the future may be affected, since entry into the market prior to other competitors is important for successful market penetration. Furthermore, successful market penetration involves, inter alia, product diversification in order to suit each market's changing needs. Therefore, if the Group fails to adapt its product mix by developing new products and obtaining the required regulatory approvals, its future ability to penetrate that market and to maintain its existing market share could be affected. Failure to introduce new products to given markets and meet Group objectives (given the considerable time and resources invested in their development and registration) might affect the sales of the product in question in the relevant market, the Group’s results and margins. Intellectual property rights of the Group and of third parties The Group's ability to develop off-patent products is dependent, inter alia, on its ability to oppose patents or patent application of Originator Companies or other third parties, or to develop products that do not 28 ADAMA Ltd. Semi-Annual Report 2024 otherwise infringe intellectual property rights in a manner that may involve significant legal and other costs. Originator Companies tend to vigorously defend their products and may attempt to delay the launch of competing off-patent products by registering patents on slightly different versions of products for which the original patent protection is about to expire or has expired, with the aim of competing against the off- patent versions of the original product. The Originator Companies may also change the branding and marketing of their products. Such actions may increase the Group's costs and the risk it entails, and harm or even prevent its ability to launch new products. The Group is also exposed to legal claims that its products or production processes infringe on third-party intellectual property rights. Such claims may involve time, costs, substantial damages and management resources, impair the value of the Group's brands and its sales and adversely affect its results. Such lawsuits that were concluded involved non-material amounts. Furthermore, although the Group protects its brands and trade secrets with patents, trademarks and other methods of intellectual property protection, these protective means may not be sufficient for fully safeguarding its intellectual property. Any unlawful or other unauthorized use of the Group's intellectual property rights could adversely affect the value of its intellectual property and goodwill. In addition, the Group may be required to take legal actions involving financial costs and resources to safeguard its intellectual property rights. Fluctuations in raw material inputs and prices, and in sales costs Significant percentage of the Groups’ cost of sales derives from raw material costs. Hence, significant increases or decreases in raw material costs affect the cost of goods sold, and are, due to the length of the Company’s inventory cycle, generally reflected in the Company’s financials. Most of the Group's raw materials are distant derivatives of oil prices and therefore, extreme changes or decrease in oil prices may affect the costs of raw materials, although only partially. To reduce exposure to fluctuations in the prices of raw materials, the Group customarily engages in long- term purchase contracts for key raw materials, wherever possible. Similarly, the Group acts to adjust its sales prices, wherever possible, to reflect the changes in the costs of raw materials. As of the date of approval of the financial statements, the Group has not engaged in any hedging transactions against increases in oil and other raw material costs. Exposure due to recent developments in the genetically modified seeds market Any significant development in the market of genetically modified seeds for agricultural crops, including as a result of regulatory changes in certain countries currently prohibiting the use of genetically modified seeds, and/or any significant increase in the sales of genetically modified seeds and/or to the extent new crop protection products are developed for further crops that would be widely used (substituting traditional products), will affect demand for crop protection products, requiring the Group to respond by adapting its product portfolio to the new demand structure. Consequently, to the extent that the Group fails to adapt its product mix accordingly, this may reduce demand for its products, erode their sales price and by implication affect the Group’s results and market share. Nevertheless, the fact that the Group itself markets some of the products for which herbicide tolerance traits have been developed, acts to mitigate this exposure (albeit only in terms of marketing margins). In addition, natural and/or biological substances that attack weeds, pests and diseases are potential alternatives for the Company’s products, though as of the date of the report, their efficiency is relatively limited, and they are commercialized in a relatively small volumes. Operational risks 29 ADAMA Ltd. Semi-Annual Report 2024 The Group’s operations, including its manufacturing activities, rely, inter alia, on state-of-the-art computer systems. The Group continually invests in upgrading and protecting these systems from malfunctions and attack. Any unexpected failure of these systems, as well as the integration of new systems, could involve substantial costs and adversely affect the Group's operations until completion of the repair or integration. The potential occurrence of a substantial failure that cannot be repaired within a reasonable time frame may also affect the Group's operations and its results. Currently, the Group has a property and loss-of- profit insurance policy. The Group's production capacity is affected, among others, by its facilities’ output and individual area and time allocation at full capacity. The Group's Multi-purpose facilities provide manufacturing flexibility and enable the Group to prepare for the manufacturing of new products. Although the Group believes that its existing sites have sufficient facilities and land areas to expand its production capacity, if necessary, in the case of immediate or short-term increases in demand for new products supply may be delayed due to lack of capacity to meet demand for such new products. Data protection and cyber security During its activity, the Group may be exposed to risks and threats, related to the stability of its information technologies systems, data protection and cyber security, which could appear in many different forms (such as service denial, misleading employees, malfunction, encryption or data erasing and other cyber- attacks via E-mail or malicious software). An attack on such computerized systems, mainly network based systems may cause the group material damages and expenses and even partial suspension and disruption of their proper functioning. In order to minimize the abovementioned risks, the group invests resources in its technological resilience and in proper protection of its systems. Raw material supply and/or shipping, port service disruptions and inventory Lack of raw materials or other inputs utilized in the manufacture of the Group’s products may prevent the Group from supplying its products or significantly increase production costs. Moreover, the Group imports raw materials to its production facilities worldwide, from where it then exports the technical or formulated products to its subsidiaries around the world for formulation and/or commercialization purposes. Disruptions in the supply of raw materials from regular suppliers may adversely affect operations until an alternative supplier is engaged. If any of the Group's suppliers are unable to supply raw materials for a prolonged period, including due to ongoing disruptions and/or prolonged strikes and/or infrastructure defects in the operating of a relevant port, and if the Group is unable to engage with an alternative supplier at similar terms and in accordance with the relevant product registration requirements, this may adversely affect the Group's results, significantly affect its ability to obtain raw materials in general, or obtain them at reasonable prices, as well as limit its ability to supply products and/or meet customer supply deadlines. These might negatively affect the Group, its finances and operating results. In order to reduce this risk, it is the Group's practice to occasionally adjust the volume of its product inventories or in certain scenarios, to increase the levels of inventory held by the Company to overcome possible supply shortages, logistic challenges and increases in cost of inventory, as mentioned above, in order to support expected future sales. Additionally, in the case of fluctuations in the market prices for inventory held by the Company, this may affect its finances and operating results. In addition, war, regional conflicts, acts of terror and/or governmental instability around the world may negatively impact the Company's operations. This may result, among others, in the suspension of operations or the shutdown of affected facilities, hence causing production and distribution delays, loss of property, injury to employees, and increased insurance premiums. 30 ADAMA Ltd. Semi-Annual Report 2024 Failed mergers and acquisitions; difficulties in integrating acquired operations The Group's strategy includes growth through mergers, acquisitions, investments and collaborations designed to expand its product portfolio and deepen its presence in certain geographical markets. Growth through mergers and acquisitions requires assimilation of acquired operations and their effective integration in the Group, including realization of certain forecasts, profitability, market conditions and competition. Failure to successfully implement the above and/or non-realization of the relevant forecasts may result in not achieving the incremental value forecasted, loss of customers, exposure to unexpected liabilities, reduced value of the intangible assets included in the merger or acquisition as well as the loss of professional and skilled human resources. Production concentration in limited plants A large portion of the Group’s production operations is concentrated in a relatively small number of locations. Natural disasters, hostilities, labor disputes, substantial operational malfunction or any other material damage might significantly affect Group operations, as a result of the difficulty, the time and investment required for relocating the production operation or any other activity. International taxation Most of the Group’s sales are global, through its consolidated subsidiaries worldwide. These individual companies are assessed in accordance with the tax laws effective in each respective location. The Group’s effective tax rate could be significantly affected by different classification or attribution of the profits arising from the proportional value of the components of each of the companies in the Group in the various countries, as is recognized in each tax jurisdiction; changes in the characteristics (including regarding the location of control and management) of these companies; changes in the breakdown of the Group's profits into regions where differing tax rates apply; changes in statutory tax rates and other legislative changes; changes in assessment of the Group's deferred tax assets or deferred tax liabilities; changes in determining the areas in which the Group is taxed; and potential changes in the Group's organizational structure. Changes in tax regulations and the manner of their implementation, including with regard to the implementation of BEPS, may lead to a substantial increase in the Group's applicable tax rates and have a material adverse effect on its financial position, results and cash flows. Risks arising from the Group’s debt The Group finances its business operations by means of its own equity and loans from external sources (primarily traded debentures issued by Solutions, bank credit and credit from related parties). The Group's main source for servicing the debt and its operating expenses is by means of the profits from the Group companies’ operations. Restrictions applying to the Group companies regarding distribution of dividends to the Group, or the tax rate applicable on these dividends, may affect the Group's ability to finance its operations and service its debt. In addition, the Group's Finance Documents, as contained in the bank credit agreements, require meeting certain Financial Covenants. Failure to meet these covenants due to an exogenous event or non- materialization of Group forecasts, and insofar as the financing parties refuse to extend or update these Financial Covenants as per the Group’s capabilities, may lead the financing parties to demand the immediate payment of these liabilities (or part thereof). Exposure to customer credit risks The Group’s sales to customers worldwide usually involve customer credit as is customary in each market. 31 ADAMA Ltd. Semi-Annual Report 2024 A portion of these credit lines is insured, while the remainder are exposed to risk, particularly during economic slowdowns in the relevant markets. The Group’s aggregate credit, however, is diversified among many customers in dozens of countries, mitigating this risk. In addition, in certain regions, particularly in South America, credit days are particularly long (compared to those extended to customers in regions such as Europe), and on occasion, inter alia, owing to agricultural seasons or economic downturns in those countries, the Group may encounter difficulty in timely collection of customer debts, with the collection period being extended over several years. Generally, such issues arise more often in developing countries where the Group may be less familiar with its customers, the collaterals might be in double until actual repayment and the insurance cover of these customers is likely to be limited. Credit default by any of the customers may negatively impact the Group's cash flow and financial results. The Group’s working capital and cash flow needs Similar to other companies operating in the crop protection industry, the Group has substantial cash flow and working capital requirements in the ordinary course of operations. In view of the Group's growth and considering its primary growth regions, the Group’s broad product portfolio and the Group’s investments in manufacturing infrastructures, the Group has significant financing and investment needs. The Group acts continually to improve the state and management of its working capital. While currently the Group is in compliance with all its financial covenants, significant deterioration of its operating results may in the future lead the Group to fail to comply with its financial covenants and fail to meet its financial needs. As a result, the Group's ability to meet its goals and growth plans, as well as its ability to meet its financial obligations, may be harmed. Contagious disease outbreak Outbreak of a contagious disease and pandemics, or other adverse public health developments, in territories where significant production activity is taking place or from which raw materials are supplied to a significant extent, may have a material adverse effect on the Company’s activity, such that the Company may encounter difficulties with procurement of raw materials and intermediates, experience a certain decrease of activity within its production facilities due to governmental instructions, and be constrained with respect to its logistics and supply lines. In addition, the Company sales could be potentially impacted by a temporary decrease in demand for its products, as well as by temporary disruption of the Company’s ability to sell and distribute products as mentioned above. XI. Implementation and enforcement of the ‘Action Campaign to Upgrade Both Business Quality and Return’ Whether the Company has disclosed the announcement about the ‘Action Campaign to Upgrade Both Business Quality and Return’ □ Applicable √ Not applicable 32 ADAMA Ltd. Semi-Annual Report 2024 Section IV - Corporate Governance I. Annual and Special Meetings of Shareholders Convened during the Reporting Period 1. Meetings of Shareholders Convened during the Reporting Period Investor Meeting Type participation Convened date Disclosure date Resolutions of the meeting ratio Announcement on the Resolutions of 2023 Annual General Meeting 2023 Annual Annual (Announcement No.: Shareholders Shareholders 80.0966% April 16, 2024 April 17, 2024 2024-16). Meeting Meeting Disclosed at the website CNINFO www.cninfo.com.cn Announcement on the Resolutions of the 1st Interim Shareholders 1st Interim Interim Meeting in 2024 Shareholders Shareholders 80.0726% May 13, 2024 May 14, 2024 (Announcement No.: Meeting in 2024 Meeting 2024-29). Disclosed at the website CNINFO www.cninfo.com.cn Announcement on the Resolution of the 2nd Interim Shareholders 2nd Interim Interim Meeting in 2024 Shareholders Shareholders 80.0378% June 28, 2024 June 29, 2024 (Announcement No.: Meeting in 2024 Meeting 2024-36). Disclosed at the website CNINFO www.cninfo.com.cn 2. Special Meetings of Shareholders Convened at Request of Preference Shareholders with Resumed Voting Rights □ Applicable √ Not applicable II. Changes in Directors, Supervisors and Senior Management √Applicable □ Not applicable Changes in directors, supervisors and senior management during the Reporting Period, were as follows: Name Position Type Date Reason Left the Resignation due to Erik Fyrwald Director April 16, 2024 position arrangements of Syngenta Group Liu Hongsheng Director Elected April 16, 2024 -- 33 ADAMA Ltd. Semi-Annual Report 2024 Left the position upon Chairman of the Board of Jiang Chenggang the May 13, 2024 -- Supervisors conclusion of the term Chairman of the Board of Niu Limin Elected May 13, 2024 -- Supervisors President and CEO (legal Resignation due to Left the Steve Hawkins representative of the October 1, 2024 his appointment as President of position Company) Syngenta Crop Protection President and CEO (legal Accepted the Gal Ali Hili representative of the October 1, 2024 -- position Company) III. Basic Information on the Profit Distribution and Converting Capital Reserve into Share Capital in the Reporting Period □ Applicable √ Not applicable For the Reporting Period, the Company does not plan to distribute cash dividends or bonus shares or convert capital reserve into share capital. IV. Stock Incentive Plans, ESOP or Other Employee Incentives □ Applicable √ Not applicable To the date of the report, the Company does not have stock incentive plans, ESOP or other staff incentives. It shall be noted, that the Company’s subsidiary, Adama Solutions, currently has several long-term incentive plans according to which it has granted long-term cash rewards to executive officers and employees. These long-term incentive plans are based either on the performance of the Company's shares (phantom cash incentives) and/or the Company's performance. Adama Solutions has further adopted an incentive plan linked to the increase in the Syngenta Group EBITDA. 34 ADAMA Ltd. Semi-Annual Report 2024 Section V - Environmental and Social Responsibilities I. Major Environmental Situation Is the Company listed as a “Key Polluting Entity” by the environmental protection agencies? √ Yes □ No Policies and Sector Standards related to Environmental Protection The Group complies with the following laws, regulations and sector standards related to environmental protection in the process of production and operation: 1. Laws and Regulations 1) Environmental Protection Law of the People's Republic of China; 2) Law of the People's Republic of China on the Prevention and Control of Air Pollution; 3) Law of the People's Republic of China on the Prevention and Control of Water Pollution; 4) Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste; 5) Law of the People's Republic of China on the Prevention and Control of Environmental Noise Pollution; 6) Law of the People's Republic of China on the Prevention and Control of Soil Pollution; 7) Water Law of the People's Republic of China; 8) Cleaner Production Promotion Law of the People's Republic of China; 9) Yangtze River Protection Law of the People's Republic of China; 10) Regulations on the Administration of Pesticides; 11) Regulations on the Administration of Environmental Protection of Construction Projects; 2. Sector Standards 1) Discharge Standard of Pollutants for Urban Sewage Treatment Plant (GB18918-2002); 2) Water Quality Standard for Sewage Discharged into Urban Sewers (GB/T 31962-2015); 3) Emission Standard of Air Pollutants for Pesticide Manufacturing Industry (GB 39727-2020); 4) Standard for Pollution Control of Hazardous Waste Incineration GB18484-2020; 5) Emission Standard of Air Pollutants for Thermal Power Plants (GB 13223-2011); 6) Emission Standard of Air Pollutants for Pesticide Manufacturing Industry (GB 39727-2020); 7) Standard for fugitive emission control of volatile organic compounds (GB37822-2019); 8) Emission Standard for Volatile Organic Compounds in Chemical Industry (DB 32/3151-2016); 9) Emission Standard for Odor Pollutants (GB 14554-93); 10) Emission Standard for Industrial Enterprises Noise at Boundary GB12348-2008; 11) Standard for Pollution Control of Storage and Landfill of General Industrial Solid Waste GB18599-2020; 12) Standard for Pollution Control of Hazardous Waste Storage GB18597-2023. Environmental Protection Administrative Permits 1. EIA Approval There was no new EIA approval during the reporting period. 2. Waste Discharge Permits 35 ADAMA Ltd. Semi-Annual Report 2024 All the emission permits of ADAMA and its subsidiaries, including Adama Anpon and Adama Huifeng have remained valid during the reporting period. 36 ADAMA Ltd. Semi-Annual Report 2024 Sector Discharge/Emission Standards and Pollutant Discharge and Emission during Operational Activities Category Main Total amount No. of Layout of Total amount Company of pollutants Way of emitted/ Exceeding emission emission Concentration Pollution standards applied Approved name Pollutants and special emission Discharged limit points points (ton) pollutants (ton) Waste For the new site: Discharge water General Standards for Pollutants from The new site: COD Continuous 1 Discharge Urban Sewage Treatment 36.8234 173.2104 None 15.68581mg/L Port Plant (GB 18918 – 2002), COD <50mg/L Waste For the new site: Discharge water General Standards for Pollutants from Ammonia The new site: Continuous 1 Discharge Urban Sewage Treatment 1.7013 17.321 None nitrogen 0.7247mg/L Port Plant (GB 18918 – 2002), ammonia nitrogen<8mg/L; Waste For the new site: Discharge water General Standards for Pollutants from Total The new site: Continuous 1 Discharge Urban Sewage Treatment 0.5331 1.722 None Phosphorous 0.2271 mg/L. Port Plant (GB 18918 – 2002), total phosphorous <0.5mg/L Waste gas (1) The power plant complies ADAMA with the ultra-low limit of the Ltd. standard range for pollutant emission, which is NOx < 50mg/m3; Power plant: (2) Hazardous waste 23.7550 mg/m3 incinerator: Table 3 in the Power plant, Hazardous waste "Standards for the Control of Hazardous incinerator: 0.6112 Hazardous Waste NOx Continuous 4 waste mg/m3 Incineration Pollution " 16.8664 200.27 None incinerator Acephate RTO: (GB18484-2020), which is and RTO 6.3888mg/m3 NOx <300mg/m3; ww RTO: 2.5684 (3) RTO: Table 1 and 2 and mg/m3 specifically the air pollutant emission limits in Table 2 of the "Standards for the Air Pollutant Emission of the Pesticide manufacturing Industry" (GB 39727-2020), 37 ADAMA Ltd. Semi-Annual Report 2024 Category Main Total amount No. of Layout of Total amount Company of pollutants Way of emitted/ Exceeding emission emission Concentration Pollution standards applied Approved name Pollutants and special emission Discharged limit points points (ton) pollutants (ton) which is NOx <200mg/m3; Waste gas (1) The power plant complies with the ultra-low limit of the standard range for pollutant emission, which is SO2 < 35 mg/m3; Power plant: (2) Hazardous waste 2.1634 mg/m3 incinerator: Table 3 in the Hazardous waste "Standards for the Control of Power plant, incinerator: 0.5115 Hazardous Waste Hazardous mg/m3 Incineration Pollution " SO2 Continuous 4 waste 2.1686 110.48 None Acephate RTO: (GB18484-2020), which is incinerator 4.2696 mg/m3 SO2 <100mg/m3; and RTO ww RTO: (3) RTO: Table 1 and 2 and 1.071911821 specifically the air pollutant mg/m3 emission limits in Table 2 of the "Standards for the Air Pollutant Emission of the Pesticide manufacturing Industry" (GB 39727-2020), which is SO2 <200mg/m3; Waste gas (1) The power plant complies with the ultra-low limit of the standard range for pollutant Power plant: emission, which is fume and 0.7395 mg/m3 dust < 10 mg/m3; Power plant, Hazardous waste (2) Hazardous waste Hazardous incinerator: Fume and incinerator: Table 3 in the Continuous 4 waste 1.7804mg/m3 3.3245 35.126 None dust "Standards for the Control of incinerator Acephate RTO: Hazardous Waste and RTO 3.9423 mg/m3 Incineration Pollution " ww RTO: 4.0023 (GB18484-2020), which is mg/m3 fume and dust <30 mg/m3; (3) RTO: Table 1 and 2 and specifically the air pollutant 38 ADAMA Ltd. Semi-Annual Report 2024 Category Main Total amount No. of Layout of Total amount Company of pollutants Way of emitted/ Exceeding emission emission Concentration Pollution standards applied Approved name Pollutants and special emission Discharged limit points points (ton) pollutants (ton) emission limits in the " the Emission Standards for Air Pollutants of the Pesticide Manufacturing Industry" (GB 39727-2020), which is fume and dust < 30 mg/m3; Waste gas Table 1 and 2 and specifically, the emission limits of air pollutants in Table Acephate RTO: 3 2 of the Emission Standards VOCs Continuous 1 RTO 33.0608 mg/m 2.3924 6.221 t/a None for Air Pollutants of the Pesticide Manufacturing Industry (GB 39727-2020), which is VOCs <100mg/m3 Waste Comprehensive Standard on water Maidao: 40.58mg/L Discharge of Waste Water General Discharge Port at (GB8978-2002),COD< 500 Anpon:14.93 Maidao:197.718 COD Continuous 2 Discharge None the North Plant of mg/l; Maidao site: industry Maidao:8.821 Anpon: 265.69 Port Anpon: 23.96mg/L park’s wastewater discharge agreement, COD<500mg/L Waste Water Quality Standard for water Sewage Discharged into ADAMA Maidao: 0.74mg/L; Urban Sewerage (GBT General Anpon Ammonia Discharge Port at 31962-2015), Ammonia Anpon: 2.96 Maidao: 4.385 Continuous 2 Discharge None (Jiangsu) Nitrogen the North Plant of Nitrogen <45 mg/l; Maidao Maidao:0.173 Anpon: 28.348 Port Co., Ltd. Anpon: 4.34mg/L site: industry park’s waste water discharge agreement, Ammonia Nitrogen <35 mg/l Waste For Anpon: Water Quality water Standard for Sewage Maidao: 0.7mg/L; General Discharged into Urban Anpon: 0.14 Total Discharge Port at Maidao: 0.426 Continuous 2 Discharge Sewerage (GBT 31962- Maidao: None Phosphorous the North Plant of Anpon: 20.273 Port 2015), total phosphorous < 0.154 Anpon: 0.238mg/L 8 mg/l; For Anpon’s branch Maidao: 39 ADAMA Ltd. Semi-Annual Report 2024 Category Main Total amount No. of Layout of Total amount Company of pollutants Way of emitted/ Exceeding emission emission Concentration Pollution standards applied Approved name Pollutants and special emission Discharged limit points points (ton) pollutants (ton) Agreement on Wastewater Discharge, total phosphorous < 3 mg/l; Waste gas Emission Standard of Air DFTO Maidao: Pollutants for Pesticide Maidao: 3.986 None NOx Continuous 1 Incinerator 0.398 28.36mg/m3 Industry GB 39727-2020NOx Anpon: 181.516 Vent < 200 mg/m3 Waste gas Hazardous Waste DFTO Incineration Pollution Control Maidao: 1.943 None SO2 Continuous 1 Incinerator Maidao: 0.11mg/m3 0.0242 standards GB 18484-2020 Anpon: 396.902 Vent SO2 < 100 mg/m3 Waste gas Emission Standard of Air DFTO Maidao: 3.98 Pollutants for Pesticide Maidao: 2.115 Particles Continuous 1 Incinerator 0.052 None mg/m3 Industry GB 39727-2020 Anpon: 67.515 Vent 3 Particles<20mg/m Waste gas Nine in Standards for the Volatile Maidao: Anpon Site Organic Compound Emission Maidao: 41.712 VOCs Continuous 16 4.23mg/m3; 0.571 None and seven of the Chemical Industry, DB Anpon: 47.313 Anpon:7.77mg/m3 in Maidao 32/3151-2016 Waste General Standards of the Industrial water COD Continuous 1 Discharge 94.86 mg/l 10.9946 247.6378 None Park Port Waste General Ammonia Standards of the Industrial water Continuous 1 Discharge 1.78 mg/l 0.2174 19.3783 None Nitrogen Park ADAMA Port Huifeng Waste General Total Standards of the Industrial (Jiangsu) water Continuous 1 Discharge 0.0395 0.9285 None Phosphorous 0.38 mg/l Park Co., Ltd. Port Waste General Standards of the Industrial water total nitrogen Continuous 1 Discharge 18.49 mg/l 1.9925 46.77204 None Park Port Waste gas RTO and Jiangsu Comprehensive NOx Continuous 6 the 7.028 mg/m Standard on Air Pollutants 1.5992 147.7072 None Discharge Emission (DB32/4041-2021) 40 ADAMA Ltd. Semi-Annual Report 2024 Category Main Total amount No. of Layout of Total amount Company of pollutants Way of emitted/ Exceeding emission emission Concentration Pollution standards applied Approved name Pollutants and special emission Discharged limit points points (ton) pollutants (ton) Ports at Various Workshops Waste gas RTO and the Jiangsu Comprehensive Discharge SO2 Continuous 6 6.401 mg/m Standard on Air Pollutants 1.3967 47.1958 None Ports at Emission (DB32/4041-2021) Various Workshops Waste gas RTO and the Jiangsu Comprehensive Discharge Particles Continuous 6 0.864 mg/m Standard on Air Pollutants 0.1849 22.7146 None Ports at Emission (DB32/4041-2021) Various Workshops Waste gas RTO and the Jiangsu Comprehensive non-methane Discharge Continuous 9 9.744 mg/m Standard on Air Pollutants 6.2787 62.92994 None hydrocarbon Ports at Emission (DB32/4041-2021) Various Workshops 41 ADAMA Ltd. Semi-Annual Report 2024 Treatment of Pollutants (1) Development and Operation of Wastewater Treatment Facilities The Company has a 20,000 tons/day wastewater treatment plant, which adopts the process composed of "secondary A/O + MBR + ozone co-oxidation + MBBR + calcium used for phosphorus removal". At present, all the facilities are operating normally, and after treatment, the COD, ammonia nitrogen and total phosphorus in the discharged wastewater all meet the standards. ADAMA Anpon, a subsidiary of the Company, has its own wastewater treatment plant with a design capacity of 11,000 tons per day. At present, the facilities are operating normally, and the COD, ammonia nitrogen and total phosphorus in the treated wastewater are all up to the standard. ADAMA Huifeng, another subsidiary of the Company, has its own wastewater treatment plant with a capacity of 5,000 tons per day. At present, the facilities are operating normally, and after treatment, the COD, ammonia nitrogen, total nitrogen and total phosphorus in the discharged wastewater all meet the standards. (2) Development and Operation of Exhaust Gas Treatment Facilities The Company's self-owned coal-fired thermal power plant had undergone a transformation to enable ultra-low emission, and since the upgrading completed, the environmental protection facilities of the plant has been operating normally. The sulfur dioxide, nitrogen oxides, fume and dust in the exhaust gas have all achieved the target of the ultra-low emission and met the emission standards. To treat the exhaust gas from the incinerator of the solid waste rotary kiln, the company adopts a process consisting of "SNCR + semi-dry (rapid cooling) de-acidification + activated carbon injection + dust removal bag + SCR". The sulfur dioxide, nitrogen oxides, fume and dust in the exhaust gas all meet the emission standards. As for the RTO treatment process for VOCs, the company adopts a flow of steps including "acid scrubbing and absorption, alkali scrubbing and absorption, three-chamber RTO furnace incineration, rapid cooling tower and alkali absorption", and the sulfur dioxide, nitrogen oxides, fume and dust and VOCs all meet the emission standards. All chemical production lines at Adama Anpon are equipped with RTO incinerators, TO incinerators and resin adsorption as well as other exhaust gas treatment facilities to strengthen the operation management and further reduce the total emission amount of VOC in addition to the efforts to ensure the emission standards are met. Adama Huifeng has RTO furnace, alkali washing exhaust gas treatment facilities and pickling exhaust gas treatment facilities, which are used to treat VOC-containing process exhaust gas, pickling exhaust gas and alkali washing exhaust gas respectively. The main emission targets of sulfur dioxide, nitrogen oxides, fume and dust and non-methane total hydrocarbons have all met the mandatory standards. Adama (Nanjing) Agricultural Science and Technology Co., Ltd. has installed fans and supporting exhaust pipelines, each of which is equipped with a set of "water spray + activated carbon adsorption" treatment facilities. It also has two general pipes for exhaust. The emission of VOCs and hydrogen chloride is compliant with the required standards. (3) Implementation of the "Interim Measures on Environmental Information Disclosure” The Company and its subsidiaries disclose production and pollution information according to the 42 ADAMA Ltd. Semi-Annual Report 2024 Interim Measures on Environmental Information Disclosure and transfers information about all the main indicators in wastewater and air pollutants to the release platform for environmental information of key pollution sources set up by the local ecology and environment bureaus on a daily basis. Contingency plan of environmental accidents The Company and its relevant subsidiaries have formulated the Contingency Plan for Environmental Emergencies according to their production facilities and business features, and then submitted files to the local environmental protection authorities as record. Inputs in Environmental Protection and Treatment and Payment of Environmental Tax Inputs in Environmental Payment of Environmental Company Name Protection and Treatment Tax during H1 2024 during H1 2024 (0,000RMB) (0,000RMB) ADAMA Ltd. 2,231.18 18.17 Adama Anpon (Jiangsu) Ltd. 1,500 1 Adama Huifeng (Jiangsu) Ltd. 5,341.2 1.8448 Adama (Nanjing) Agricultural Science and Technology Co., 23.2 / Ltd Note: Adama (Nanjing) Agricultural Science and Technology Co., Ltd. is not required to pay environmental protection tax because it is not a key environmental enterprise. Environment self-monitoring plan The Company attributes great importance to protecting the environment, out of a sense of responsibility to society and the environment and strives to meet the relevant regulatory requirements and to even go beyond mere compliance, engaging in constant dialogue with stakeholders, including the authorities and the community. In order to improve the environmental management, track the discharge of various pollutants, evaluate the impact on the surrounding environment, strengthen the discharge management of pollutants in the production process, accept the supervision and inspection of environmental authorities and provide reference for pollution prevention and control, the Company and its subsidiaries - Anpon and ADAMA Huifeng have formulated a self-monitoring plan, which conducts regular tests in strict accordance with the requirements. The major monitored indicators and frequency of the Company, Anpon and ADAMA Huifeng are as the following: 1. Monitored Indicators Waste water: COD, NH3-N, PH, SS, Petroleum, TP. Air Pollutant: SO2, Nitrogen oxide, Fume and Dust, Non-methane Hydrocarbon. Noise: Noise at the Site Border 43 ADAMA Ltd. Semi-Annual Report 2024 2. Frequency Boiler emission, Non-methane Hydrocarbon in the waste gas, SO2 in RTO furnace, NOx, Fume and Dust, and waste water discharged from the centralized point: continuous auto monitoring (COD, Ammonia nitrogen, Total Phosphorous). Manual sampling: PM in some waste gas discharge outlets, SS in wastewater discharge outlet, Petroleum, once a month. Noise: once a quarter. While continually examining itself according to the implications of the environmental laws, the Company has been taking proactive actions to prevent or mitigate the environmental risks, reduce the environmental effects that may result from its activities, and invests extensive resources to fulfill those legal provisions that are, and are anticipated to, affect it. The Company’s plants are subject to atmospheric emissions regulations, whether by virtue of the stipulations provided in the business licenses or under the applicable law. Hazardous materials are stored and utilized in the Company's plants, together with infrastructures and facilities containing fuels and hazardous materials. The Company takes actions to prevent soil and water pollution by these materials and treats them, if revealed. The Company’s plants conduct various soil surveys, risk surveys and tests with regard to treatment of the soil or ground water at the plants. Whether voluntarily or based on contractual commitments, laws, regulations and standards related to environmental protection, Adama will continue to invest in environmental protection, with the goal of meeting and exceeding legal and regulatory requirements and implementing the most effective strategic measures. As part of its policy of ecological process improvement, the Company also invests in remediation, changes in production processes, establishment of sewage facilities, as well as in byproduct storage and recycling. Administrative punishment due to environmental problems in the Reporting Period No. Other environmental information that should be disclosed No. Measures of reducing GHGs emissions and their effects √Applicable □Not applicable During the reporting period, the company had set up a dedicated work force for energy saving and carbon reduction, clarified future targets and completed carbon emission verification as well as carbon compliance. It also carried out a number of energy saving and emission reduction initiates, such as reducing the running time of the chiller system with the installation of additional frequency converters through the sewage treatment air compressor, decreasing energy consumption by optimizing the operation of the exhaust gas treatment device, reducing CO2 emissions and so on. 44 ADAMA Ltd. Semi-Annual Report 2024 Other related information on environmental protection No. II. Social Responsibilities According to the unified deployment of Huai'an Rural Revitalization Task Force, Adama Anpon (Jiangsu) Co., Ltd., the Company's subsidiary, has been re-assigned for the targeted assistance for Yuanzhuang Village, Caoyun Town, Huai'an District. It has been decided based on discussions between the first secretary of the village, who is an Anpon employee and the two local leadership committees to keep improving the governance of public space in 2024. In the first half of the year, both the Lao'erba River and the Donggan Canal were dredged, and the garbage along the rivers were cleaned up. A historic spot at the village called Laozhuangtai was comprehensively remediated, and the road surface and the surrounding environment of various residential areas were largely cleaned up as well. To protect a nice living environment and beautify homes for the villagers, it is planned for the second half of the year that pavements around the fourth and the eighth villagers' group will be hardened with the village's Century Road greened up. 45 ADAMA Ltd. Semi-Annual Report 2024 Section VI - Significant Events I. Commitments completed by the Company, the shareholders, the actual controllers, the purchasers, or other related parties during the Reporting Period, and those which should have been completed failed to be fulfilled during the Reporting Period □ Applicable√ Not applicable Note: No commitment that should have been completed during the Reporting Period failed to be timely fulfilled. For details of the on-going commitments, please refer to the 2023 Annual Report published on the website www.cninfo.com.cn on March 27, 2024. II. Inadequate use of Company’s capital by the controlling shareholder or its related parties for non-operating purposes □ Applicable √ Not applicable No such situation occurred during the Reporting Period. III. Illegal guarantee □ Applicable √ Not applicable Non during the Reporting Period. IV. Engagement and Disengagement of CPA Firm Has the semi-annual financial report been audited? □ Yes √ No This Semi-Annual Report is unaudited. V. Explanations Given by the Board of Directors and Board of Supervisors Regarding “Modified Auditor’s Report” Issued by CPA Firm for the Reporting Period □ Applicable √ Not applicable VI. Explanations Given by Board of Directors Regarding “Modified Auditor’s Report” Issued for Last Year □ Applicable √ Not applicable 46 ADAMA Ltd. Semi-Annual Report 2024 VII. Bankruptcy and Restructuring □ Applicable √ Not applicable None during the Reporting Period. VIII. Litigation and Arbitration Matters Material litigations or arbitrations: □Applicable √Not applicable The Company didn’t have material litigation or arbitration during the reporting period. Other litigations or arbitrations: √Applicable □Not applicable Result of Whether the Enforcement Amount to Progress of Overview of Litigation of the Involved generate Litigation Disclosure Litigation (or (or Litigation (or Disclosure Index (RMB any (or Date Arbitration) Arbitration) Arbitration) '0000) estimated Arbitration) and the Judgement liabilities Impact The Company filed 6,453.5827 No The The / May 10, Announcement on an arbitration arbitration arbitration 2024 the Arbitration application with session has conclusion Matters about Shanghai not yet and the Fulfillment of International commenced impact on Performance Economic and the Commitments Trade Arbitration Company’s Related to a Commission profits and Controlled (Shanghai losses Subsidiary International cannot be (Announcement No. Arbitration Center) reliably 2024-28) as the applicant, measured Disclosed at the requesting that yet website CNINFO Jiangsu Huifeng www.cninfo.com.cn Bio-agriculture Co., Ltd. (the "respondent") pay the Company the price adjustment payment of RMB 64,535,827 yuan, the compensation 47 ADAMA Ltd. Semi-Annual Report 2024 Result of Whether the Enforcement Amount to Progress of Overview of Litigation of the Involved generate Litigation Disclosure Litigation (or (or Litigation (or Disclosure Index (RMB any (or Date Arbitration) Arbitration) Arbitration) '0000) estimated Arbitration) and the Judgement liabilities Impact for the losses, attorney fee, and all costs incurred by the applicant for initiating the arbitration, including the arbitration fee. No other significant litigation or arbitration during the reporting period. IX. Punishment and Rectification □Applicable √Not applicable None during the Reporting Period. X. Integrity of the Company, its controlling shareholders and actual controller □ Applicable √ Not applicable 48 ADAMA Ltd. Semi-Annual Report 2024 XI. Material Related-Party Transactions 1. Related-Party Transactions in the ordinary course of business √ Applicable □ Not applicable Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw Under the Related-Party materials Syngenta same Purchase of raw Cash Transactions and Market Marke 136,681.4 March AG and its control of materials/produc 41,322 5.42% No Settlemen N/A in the products price t price 9 27,2024 subsidiaries Sinochem ts t Ordinary from Holdings Course of related Business in parties 2024 (No.2024-8) Bluestar Under the Purchasin Announceme (Beijing) same g raw Purchase of raw Cash nt on Market Marke March Chemical control of materials materials/produc - - 62.50 No Settlemen N/A Expected and price t price 27,2024 Related-Party Machinery Sinochem ts t Co., Ltd. Holdings products Transactions from in the 49 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows related Ordinary parties Course of Business in 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Under the Related-Party Jiangsu materials same Purchase of raw Cash March Transactions Huaihe and Market Marke control of materials/produc 6,317 0.83% 24,750 No Settlemen N/A in the Chemicals products price t price 27,2024 Sinochem ts t Ordinary Co., Ltd. from Holdings Course of related Business in parties 2024 (No.2024-8) Announceme Purchasin Under the nt on Jiangsu g raw same Expected Ruixiang materials Purchase of raw Market Marke Cash March control of materials/produc - - 37.50 No Settlemen N/A Related-Party Chemical and price t price 27,2024 Sinochem ts t Transactions Co., Ltd. products Holdings in the from Ordinary related Course of 50 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows parties Business in 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Under the Related-Party Jiangsu materials same Purchase of raw Cash March Transactions Yangnong and Market Marke control of materials/produc 37 0.00% 14,176.65 No Settlemen N/A in the Chemical products price t price 27,2024 Sinochem ts t Ordinary Co., Ltd. from Holdings Course of related Business in parties 2024 (No.2024-8) Announceme Purchasin nt on g raw Expected Under the Jiangsu materials Related-Party same Purchase of raw Cash Youjia Plant and Market Marke March Transactions control of materials/produc 10,379 1.36% 19,437.41 No Settlemen N/A Protection products price t price 27,2024 in the Sinochem ts t Co., Ltd. from Ordinary Holdings related Course of parties Business in 2024 51 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows (No.2024-8) Announceme nt on Purchasin Expected g raw Sinochem Under the Related-Party materials Crop same Purchase of raw Cash Transactions and Market Marke March Protection control of materials/produc 979 0.13% 593.75 Yes Settlemen N/A in the products price t price 27,2024 Products Sinochem ts t Ordinary from Co., Ltd. Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected Hangzhou g raw Under the Related-Party (Torch) materials same Purchase of raw Cash Transactions Xidou Door and Market Marke March control of materials/produc 7 0.00% 15 No Settlemen N/A in the Film products price t price 27,2024 Sinochem ts t Ordinary Industry from Holdings Course of Co., Ltd. related Business in parties 2024 (No.2024-8) 52 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw Under the Related-Party Zhonglan materials same Purchase of raw Cash Transactions International and Market Marke March control of materials/produc 3,566 0.47% 10,625 No Settlemen N/A in the Chemical products price t price 27,2024 Sinochem ts t Ordinary Co., Ltd. from Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Under the Related-Party materials Sinochem same Purchase of raw Cash March Transactions and Market Marke Agro control of materials/produc 301 0.04% 7,531.77 No Settlemen N/A in the products price t price 27,2024 Co.,Ltd. Sinochem ts t Ordinary from Holdings Course of related Business in parties 2024 (No.2024-8) 53 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Liaocheng Announceme Luxi Polyol nt on Purchasin New Expected g raw Material Under the Related-Party materials Technology same Purchase of raw Cash March Transactions and Market Marke Co. Ltd. control of materials/produc 1,166 0.15% 4,500 No Settlemen N/A in the products price t price 27,2024 Liaocheng Sinochem ts t Ordinary from Luxi Holdings Course of related Methylamin Business in parties e Chemical 2024 Co., Ltd. (No.2024-8) Announceme nt on Purchasin Expected g raw Shandong Under the Related-Party materials Dacheng same Purchase of raw Cash March Transactions and Market Marke Agrochemic control of materials/produc 34 0.00% 3,285.75 No Settlemen N/A in the products price t price 27,2024 al Company Sinochem ts t Ordinary from Limited Holdings Course of related Business in parties 2024 (No.2024-8) 54 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw China Under the Related-Party materials National same Purchase of raw Cash March Transactions and Market Marke Bluestar control of materials/produc 809 0.11% 2,152.80 No Settlemen N/A in the products price t price 27,2024 (Group) Co. Sinochem ts t Ordinary from Ltd. Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Beijing Under the Related-Party materials Guangyuan same Purchase of raw Cash March Transactions and Market Marke Yinong control of materials/produc 38 0.01% 180 No Settlemen N/A in the products price t price 27,2024 Chemical Sinochem ts t Ordinary from Co., LTD Holdings Course of related Business in parties 2024 (No.2024-8) 55 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw Under the Related-Party Ningxia materials same Purchase of raw Cash March Transactions Ruitai and Market Marke control of materials/produc - - 25 No Settlemen N/A in the Technology products price t price 27,2024 Sinochem ts t Ordinary Co. Ltd. from Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Under the Related-Party materials Sinochem same Purchase of raw Cash March Transactions and Market Marke Fertilizer control of materials/produc 256 0.03% 15.88 Yes Settlemen N/A in the products price t price 27,2024 Co.,Ltd. Sinochem ts t Ordinary from Holdings Course of related Business in parties 2024 (No.2024-8) 56 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw Shenyang Under the Related-Party materials Sinochem same Purchase of raw Cash March Transactions and Market Marke Agrochemic control of materials/produc 526 0.07% - - Settlemen N/A in the products price t price 27,2024 als R&D Sinochem ts t Ordinary from Co.,Ltd. Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected g raw Under the Related-Party ELKEM materials same Purchase of raw Cash March Transactions SILICONES and Market Marke control of materials/produc 63 0.01% - - Settlemen N/A in the BRASIL products price t price 27,2024 Sinochem ts t Ordinary LTDA from Holdings Course of related Business in parties 2024 (No.2024-8) 57 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Purchasin Expected g raw Syngenta Under the Related-Party materials (China) same Purchase of raw Cash March Transactions and Market Marke Investment control of materials/produc 1,549 0.20% - - Settlemen N/A in the products price t price 27,2024 Company Sinochem ts t Ordinary from Limited Holdings Course of related Business in parties 2024 (No.2024-8) Announceme nt on Purchasin Expected Shenyang g raw Under the Related-Party Shenhua materials same Purchase of raw Cash March Transactions Institute and Market Marke control of materials/produc 2 0.00% - - Settlemen N/A in the Testing products price t price 27,2024 Sinochem ts t Ordinary Technology from Holdings Course of Co., Ltd. related Business in parties 2024 (No.2024-8) 58 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Under the Related-Party Purchasing Bluestar same Cash March Transactions fixed assets Purchase of Market Marke Engineering control of - - 6,250 No Settlemen N/A in the from related fixed assets price t price 27,2024 Co. Ltd. Sinochem t Ordinary parties Holdings Course of Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Under the Related-Party materials Syngenta same Cash March Transactions and Market Marke 133,939.9 AG and its control of Selling products 42,917 2.88% No Settlemen N/A in the products price t price 1 27,2024 subsidiaries Sinochem t Ordinary to related Holdings Course of parties Business in 2024 (No.2024-8) 59 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Under the Related-Party Jiangsu materials same Cash March Transactions Huaihe and Market Marke control of Selling products 8,515 0.57% 29,231.25 No Settlemen N/A in the Chemicals products price t price 27,2024 Sinochem t Ordinary Co., Ltd. to related Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Under the Related-Party materials same Cash March Transactions and Market Marke Sinofert control of Selling products 10,654 0.72% 8,000 Yes Settlemen N/A in the products price t price 27,2024 Sinochem t Ordinary to related Holdings Course of parties Business in 2024 (No.2024-8) 60 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Under the Related-Party Jiangsu materials same Cash March Transactions Youjia Plant and Market Marke control of Selling products 68 0.00% 250 No Settlemen N/A in the Protection products price t price 27,2024 Sinochem t Ordinary Co., Ltd. to related Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Beijing Under the Related-Party materials Guangyuan same Cash March Transactions and Market Marke Yinong control of Selling products 100 0.01% 127.50 No Settlemen N/A in the products price t price 27,2024 Chemical Sinochem t Ordinary to related Co., LTD Holdings Course of parties Business in 2024 (No.2024-8) 61 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Sinochem Selling raw Under the Related-Party Agricultural materials same Cash March Transactions Ecological and Market Marke control of Selling products 23 0.00% 750 No Settlemen N/A in the Technology products price t price 27,2024 Sinochem t Ordinary (Hubei) Co., to related Holdings Course of Ltd. parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Under the Related-Party Jiangsu materials same Cash March Transactions Youshi and Market Marke control of Selling products 1,844 0.12% 8,750 No Settlemen N/A in the Chemical products price t price 27,2024 Sinochem t Ordinary Co., Ltd. to related Holdings Course of parties Business in 2024 (No.2024-8) 62 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Syngenta Under the Related-Party materials Nantong same Cash Transactions and Market Marke March Crop control of Selling products - - 522.50 No Settlemen N/A in the products price t price 27,2024 Protection Sinochem t Ordinary to related Co.,Ltd. Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Sinochem Under the Related-Party materials International same Cash March Transactions and Market Marke Crop Care control of Selling products 210 0.01% 312.50 No Settlemen N/A in the products price t price 27,2024 Company Sinochem t Ordinary to related Limited Holdings Course of parties Business in 2024 (No.2024-8) 63 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Under the Related-Party materials Sinochem same Cash March Transactions and Market Marke Agro control of Selling products 125 0.01% 906.23 No Settlemen N/A in the products price t price 27,2024 Co.,Ltd. Sinochem t Ordinary to related Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Syngenta Under the Related-Party materials (China) same Market Marke Cash Transactions and March Investment control of Selling products 462 0.03% 625 No Settlemen N/A in the products price t price 27,2024 Company Sinochem t Ordinary to related Limited Holdings Course of parties Business in 2024 (No.2024-8) 64 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Under the Related-Party Jiangsu materials same Market Marke Cash Transactions Ruixiang and March control of Selling products - - 37.50 No Settlemen N/A in the Chemical products price t price 27,2024 Sinochem t Ordinary Co., Ltd. to related Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Selling raw Under the Related-Party Henan materials same Market Marke Cash Transactions Junhua and March control of Selling products - - 12.50 No Settlemen N/A in the Developme products price t price 27,2024 Sinochem t Ordinary nt Co. Ltd. to related Holdings Course of parties Business in 2024 (No.2024-8) 65 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Selling raw Under the Related-Party materials same Market Marke Cash Transactions and March Sino MAP control of Selling products 1,036 0.07% - - Settlemen N/A in the products price t price 27,2024 Sinochem t Ordinary to related Holdings Course of parties Business in 2024 (No.2024-8) Announceme nt on Expected Under the Receiving Related-Party Sinochem same services Cash March Transactions Information Value-added OA Market Marke control of from - - 47.38 No Settlemen N/A in the Technology services price t price 27,2024 Sinochem related t Ordinary Co., Ltd Holdings parties Course of Business in 2024 (No.2024-8) 66 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Under the Receiving Related-Party Sinochem same services Cash March Transactions Information Market Marke control of from IT services - - 37.50 No Settlemen N/A in the Technology price t price 27,2024 Sinochem related t Ordinary Co., Ltd Holdings parties Course of Business in 2024 (No.2024-8) Announceme nt on Expected Under the Receiving Related-Party Syngenta same services Market Marke Cash Transactions March AG and its control of from Regular services 31 0.00% 56.25 No Settlemen N/A in the price t price 27,2024 subsidiaries Sinochem related t Ordinary Holdings parties Course of Business in 2024 (No.2024-8) 67 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Under the Receiving Related-Party same services Cash March Transactions Market Marke Sino MAP control of from Regular services 73 0.01% 179.99 No Settlemen N/A in the price t price 27,2024 Sinochem related t Ordinary Holdings parties Course of Business in 2024 (No.2024-8) Announceme nt on Expected Shenyang Under the Receiving Related-Party Chemical same services Cash March Transactions Market Marke Research control of from Regular services - - 4.38 No Settlemen N/A in the price t price 27,2024 Institute Co., Sinochem related t Ordinary Ltd. Holdings parties Course of Business in 2024 (No.2024-8) 68 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected China Under the Receiving Related-Party National same services Cash March Transactions Value -added OA Market Marke Chemical control of from 14 0.00% 97.61 No Settlemen N/A in the services price t price 27,2024 Information Sinochem related t Ordinary Center Holdings parties Course of Business in 2024 (No.2024-8) Announceme nt on Expected Shenyang Under the Receiving Related-Party Shenhua same services Cash March Transactions Institute Market Marke control of from Regular services - - 87.50 No Settlemen N/A in the Testing price t price 27,2024 Sinochem related t Ordinary Technology Holdings parties Course of Co., Ltd. Business in 2024 (No.2024-8) 69 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Sinochem Expected Chemical Under the Receiving Related-Party Science and same services Cash March Transactions Market Marke Technology control of from Regular services - - 37.50 No Settlemen N/A in the price t price 27,2024 Research Sinochem related t Ordinary Institute Holdings parties Course of Co.,LTD Business in 2024 (No.2024-8) Announceme Sinochem nt on Zhoushan Expected Hazardous Under the Receiving Related-Party Chemicals same services Cash Transactions Emergency Market Marke March control of from Regular services 5 0.00% 37.50 No Settlemen N/A in the Rescue price t price 27,2024 Sinochem related t Ordinary Base Co. Holdings parties Course of Ltd. Business in 2024 (No.2024-8) 70 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Under the Receiving Related-Party Shenyang same services Cash March Transactions Market Marke Chemical control of from Regular services 64 0.01% - - Settlemen N/A in the price t price 27,2024 Co., Ltd. Sinochem related t Ordinary Holdings parties Course of Business in 2024 (No.2024-8) Announceme nt on Expected Syngenta Under the Receiving Related-Party (China) same services Cash March Transactions Market Marke Investment control of from Regular services 3 0.00% - - Settlemen N/A in the price t price 27,2024 Company Sinochem related t Ordinary Limited Holdings parties Course of Business in 2024 (No.2024-8) 71 ADAMA Ltd. Semi-Annual Report 2024 Market Pricing Type of Percentage Approved Whether price of principle related Content of Value against transactio exceeds Settleme similar Date of Related Relationshi of related Index of the party related party Price (RMB transaction n quota the nt transaction announceme party p party disclosure transactio transaction ‘0000) s of the (RMB approve methods s if the nt transactio n same kind ‘0000) d quota Company n knows Announceme nt on Expected Under the Related-Party Rendering Syngenta same Cash March Transactions services to Market Marke AG and its control of Regular services 30 0.00% - - Settlemen N/A in the related price t price 27,2024 subsidiaries Sinochem t Ordinary parties Holdings Course of Business in 2024 (No.2024-8) Total -- -- 133,525 -- 414,371 -- -- -- -- -- Details of large sales return - According to the Company's daily business operation needs, the Company estimates that the total amount of daily Execution of related-party transactions in the related party transactions in 2024 will not exceed RMB 4143.71 million. For details, please refer to Announcement on ordinary course of business whose value was Expected Related-Party Transactions in the Ordinary Course of Business in 2024 (No.: 2024-8). The Company’s expected by types during this reporting period (if actual amount of daily related party transactions defined in the listing rules incurred for the six months ended June any) 30,2024 is RMB 1335.25 million, which does not exceed the expected amount. Reasons for large difference between transaction The Company’s related transactions with related party shall be carried out in accordance with the principle of price and market reference price (if applicable) voluntary, equality and mutual benefit, fair, and will not harm the interests of the Company. 72 ADAMA Ltd. Semi-Annual Report 2024 2. Related-Party Transactions arising from Asset/Equity acquisition or sale □ Applicable √ Not applicable The Company was not involved in any related-party transactions arising from asset/equity acquisition or sale during the Reporting Period. 3. Related-Party Transactions with Joint Investments □ Applicable √ Not applicable The Company was not involved in any related-party transaction with joint investments during the Reporting Period. 4. Credits and Liabilities with Related Parties √ Applicable □ Not applicable Whether non-operating credits and liabilities with related parties exist or not? □ Yes √ No The Company was not involved in any non-operating credit and liability with related parties in the Reporting Period. 5. Transactions with financial companies with related relationships √ Applicable □ Not applicable Deposit Business In RMB ’0000 Transactions during the Reporting Period Total Deposit Total Maximum Related Range of Opening Amount for Withdrawal Ending Relations Daily Deposit Parties Interest Rate Balance the Amount for Balance Limit Reporting the Period Reporting Period Under the Sinochem same control Finance Co., 150,000 0.55%-3.9% 56,562 37,103 47,661 46,004 of Sinochem Ltd Holdings 73 ADAMA Ltd. Semi-Annual Report 2024 Facilities and Other Financial Services In RMB ’0000 Total Amount Actual Amount Related Party Relations Type of the Services Incurred Sinochem Finance Under the same control Facilities 80,000 - Co., Ltd of Sinochem Holdings 6. Transactions between the finance company controlled by the Company and related parties □ Applicable √ Not applicable The company does not hold any equity interest in any finance company. 7. Other material related-party transactions √Applicable □ Not applicable The 33rd Meeting of the 9th Session of the Board of Directors and the 1st Interim Shareholders Meeting in 2024 approved the Proposal on Credit Facility from the Related Party. The 3rd Meeting of the 10th Session of the Board of Directors and the 2nd Interim Shareholders Meeting in 2024 approved the Proposal on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives and the Related-party Transaction. The website to disclose the interim announcements on significant related-party transactions: Name of the interim Disclosure date of the interim Website to disclose the interim announcement announcement announcement Announcement on Credit Facility of USD 200 million from a Related April 26, 2024 Juchao website www.cninfo.com.cn Party (Announcement No. 2024-24) Announcement on the Purchase of Liability Insurance for Directors, Supervisors and Senior Executives June 13, 2024 Juchao website www.cninfo.com.cn and the Related-party Transaction (Announcement No. 2024-34) XII. Particulars regarding material contracts and execution thereof 1. Particulars about trusteeship, Contract and Lease (1) Trusteeship □ Applicable √ Not applicable There was no trusteeship of the Company in the Reporting Period. (2) Contract operation □ Applicable √ Not applicable There was no contract operation of the Company in the Reporting Period. 74 ADAMA Ltd. Semi-Annual Report 2024 (3) Lease □Applicable√ Not applicable There is no major lease in the Reporting Period. 2. Significant Guarantees (1) Details of guarantees √Applicable □ Not applicable Unless otherwise specified, the unit hereunder is RMB ‘0000 Guarantees provided by the Company in favor of third parties (excluding subsidiaries) Guarant Disclosure Planned Actual Counter Period Actual Type of Collater expire ee for a Guarante date of the guarante guarant Guarant of occurrence guarant al(if d or related ed party announceme e ee ee(if guarant date ee any) not party or nt amount amount any) ee not -- -- -- -- -- -- -- -- -- -- -- Total guarantee line approved in Total amount of the occurred favor of third parties (excluding guarantee in favor of third parties 0 0 subsidiaries) during the (excluding subsidiaries) during the reporting period (A1) reporting period (A2) Aggregated guarantee line in Total guarantee balance in favor of favor of third parties (excluding third parties (excluding subsidiaries) subsidiaries) that has been 5,000 0 by the end of the reporting period approved by the end of the (A4) reporting period (A3) Guarantees provided by the Company in favor of its subsidiaries Guarant Disclosure Planned Actual Counter Period Actual Type of Collater expire ee for a Guarante date of the guarante guarant Guarant of occurrence guarant al(if d or related ed party announceme e ee ee(if guarant date ee any) not party or nt amount amount any) ee not December Joint and Three ADAMA December 1, 22, 2020 125,800 1,600 several / / years No No Anpon 2021 liability after the (Jiangsu) April 29, 2021 project 75 ADAMA Ltd. Semi-Annual Report 2024 Ltd. October loan 28,2021 matures Three years Joint and December 1, after the 2,000 several / / Yes No 2021 project liability loan matures Three years Joint and January 1, after the 3,500 several / / No No 2022 project liability loan matures Three years Joint and February 28, after the 2,100 several / / No No 2022 project liability loan matures Three years Joint and after the April 28, 2022 1,400 several / / No No project liability loan matures Three years Joint and after the May 20, 2022 750 several / / No No project liability loan matures Three Joint and years June 26, 2022 2,350 several / / after the No No liability project loan 76 ADAMA Ltd. Semi-Annual Report 2024 matures Three years Joint and January 25, after the 400 several / / No No 2022 project liability loan matures Three years Joint and February 28, after the 390 several / / No No 2022 project liability loan matures Three years Joint and after the July 2, 2022 810 several / / No No project liability loan matures Three years Joint and February 5, after the 300 several / / No No 2024 project liability loan matures Three years Joint and August 11, after the 900 several / / No No 2022 project liability loan matures March 31, 104,100 2022 Three years Joint and August 11, after the 100 several / / Yes No 2022 project liability loan matures 77 ADAMA Ltd. Semi-Annual Report 2024 Three years Joint and August 31, after the 1,000 several / / No No 2022 project liability loan matures Three years Joint and October 28, after the 1,100 several / / No No 2022 project liability loan matures Joint and Three several years October 31, liability after the 1,000 / / No No 2022 project loan matures Three years Joint and November 17, after the 1,900 several / / No No 2022 project liability loan matures Three years Joint and November 17, after the 100 several / / Yes No 2022 project liability loan matures Three years Joint and November 23, after the 2,500 several / / No No 2022 project liability loan matures November 30, 1,100 Joint and / / Three No No 78 ADAMA Ltd. Semi-Annual Report 2024 2022 several years liability after the project loan matures Three years Joint and January 12, after the 1,000 several / / No No 2023 project liability loan matures Three years Joint and January 16, after the 1,000 several / / No No 2023 project liability loan matures Three years Joint and after the April 4, 2023 1,200 several / / No No project liability loan matures Three years Joint and after the April 4, 2023 1,400 several / / No No project liability loan matures Three years Joint and after the April 13, 2023 200 several / / No No project liability loan matures Three April 26, 2023 150 Joint and / / No No years several after the 79 ADAMA Ltd. Semi-Annual Report 2024 liability project loan matures Three years Joint and after the April 26, 2023 50 several / / Yes No project liability loan matures Three years Joint and October 17, after the 300 several / / No No 2023 project liability loan matures Three years Joint and October 17, after the 500 several / / No No 2023 project liability loan matures Three years Joint and January 30, after the 850 several / / No No 2024 project liability loan matures Three years Joint and February 7, after the 400 several / / No No 2024 project liability loan matures Joint and Three August 10, years April 25, 2023 114,000 4,000 several / / Yes No 2023 after the liability loan 80 ADAMA Ltd. Semi-Annual Report 2024 matures Three Joint and years January 23, 3,000 several / / after the No No 2024 liability loan matures Three Joint and years March 27, 36,000 April 10, 2024 5,000 several / / after the No No 2024 liability loan matures Total guarantee line Total amount of the occurred guarantee in approved in favor of the 36,000 favor of the subsidiaries during the reporting 9,550 subsidiaries during the period (B2) reporting period (B1) Aggregated guarantee line that has been Total guarantee balance in favor of the approved in favor of the 379,900 subsidiaries by the end of the reporting period 38,100 subsidiaries by the end (B4) of the reporting period (B3) Guarantees provided by subsidiaries in favor of subsidiaries (USD ’0000) Guarante Disclosure Actual Counter Period Planned Actual Type of Collater expire e for a Guarante date of the guarant Guarant of guarantee occurrenc guarant al(if d or related ed party announcemen ee ee(if guarant amount e date ee any) not party or t amount any) ee not Generall y 7 years Control joint and October 31, October (subject Solutions, 1,300 0 several / / No No 2018 30, 2018 to the Inc. liability overseas laws) January 10, January 9, The loan Control 4,000 0 joint and / / Yes No 2019 2019 term (5 Solutions, several years) 81 ADAMA Ltd. Semi-Annual Report 2024 Inc. liability and any applicabl e statute of limitation s period (generall y7 years). Related guarantee s existed before the company Valid joint and ADAMA was until Not applicable 22,299 1,597 several / / No No Brazil consolidat cancelle liability ed into the d financial statements of the Company. joint and Decemb ADAMA January 22, December 900 900 several / / er 31, No No Brazil 2022 29, 2021 liability 2025 Related guarantee s existed before the Adama company Valid joint and India was until Not applicable 8,858 1,547 several / / No No Private consolidat cancelle liability Ltd. ed into the d financial statements of the Company. ADAMA Related Valid joint and Turkey guarantee until Not applicable 7,150 0 several / / No No Tarm s existed cancelle liability Sanayi ve before the d 82 ADAMA Ltd. Semi-Annual Report 2024 Ticaret company Limited was irketi consolidat ed into the financial statements of the Company. Related guarantee s existed before the company Valid Adama joint and was until Makhteshi Not applicable unlimited 20,374 several / / No No consolidat cancelle m liability ed into the d financial statements of the Company. Valid Adama joint and May 3, until Makhteshi April 25, 2023 7,875 1,000 several / / No No 2023 cancelle m liability d Related guarantee s existed before the company Valid joint and Adama was until Not applicable unlimited 27,270 several / / No No Agan consolidat cancelle liability ed into the d financial statements of the Company. ADAMA Valid joint and Agricultura January 22, January until 424 60 several / / No No l Solutions 2022 22, 2022 cancelle liability UK Ltd. d 83 ADAMA Ltd. Semi-Annual Report 2024 ADAMA CELSIUS BV, Curacao Valid joint and branch, & November 25, November until 4,500 0 several / / No No ADAMA 2022 24, 2022 cancelle liability Fahrenheit d BV, Curacao Branch ADAMA CELSIUS BV, Curacao Valid joint and branch, & January 22, January until 7,000 5,690 several / / No No ADAMA 2022 22, 2022 cancelle liability Fahrenheit d BV, Curacao Branch Related guarantee s existed before the company Valid ADAMA joint and was until Ukraine Not applicable 3,000 0 several / / No No consolidat cancelle LLC liability ed into the d financial statements of the Company. Valid ADAMA joint and October 10, October until Ukraine 759 123 several / / No No 2023 28, 2023 cancelle LLC liability d Related joint and Makhteshi Valid Not applicable 4,000 guarantee 0 several / / No No m Agan of until s existed liability cancelle before the 84 ADAMA Ltd. Semi-Annual Report 2024 North company d Amercia was Inc. consolidat ed into the financial statements of the Company. Total guarantee line Total amount of the guarantee in approved in favor of the 58,561(approximately 0 favor of the subsidiaries occurred subsidiaries during the RMB 4,173.53 million) during the reporting period (C2) reporting period (C1) 68,065 (approximately Aggregated guarantee RMB 4,850.86 million) line that has been (the guarantee amount Total guarantee balance in favor of approved in favor of the 58,561(approximately for Adama the subsidiaries by the end of the subsidiaries by the end RMB 4,173.53 million) Makhteshim and reporting period (C4) of the reporting period Adama Agan is (C3) unlimited) Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees) Total guarantee line Total actual occurred amount of approved during the 36,000 guarantee during the reporting 426,903 reporting period period (A2+B2+C2) (A1+B1+C1) Total guarantee line that has been approved Total actual guarantee balance at the at the end of the 869,986 end of the reporting period 455,453 reporting period (A4+B4+C4) (A3+B3+C3) Proportion of total guarantee amount 21.71% (A4+B4+C4) to the net assets of the Company Of which: The balance of the guarantee provided in favor of the controlling shareholder and related 0 party. 85 ADAMA Ltd. Semi-Annual Report 2024 Amount of debt guarantee provided for the USD 513.24 million guaranteed party whose asset-liability ratio is not less than 70% directly or indirectly (E) (approximately RMB 3,657.76 million) The amount of the guarantee that exceeds 50% 0 of the net assets Total amount of the above three guarantees USD 513.24 million (D+E+F) (approximately RMB 3,657.76 million) As for undue guarantee, liability to guarantee has happened or there is evidence that joint -- liquidated liability may be undertaken during this Reporting Period (if existing) Regulated procedures are violated to offer -- guarantee (if existing) 3. Wealth management entrustment □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Other Significant Contracts □ Applicable √ Not applicable None during the Reporting Period. XIII. Other Significant Events □ Applicable √ Not applicable None during the Reporting Period. XIV. Significant Events of Subsidiaries □ Applicable √ Not applicable 86 ADAMA Ltd. Semi-Annual Report 2024 Section VII - Share Changes and Shareholders I. Changes in shares 1. Changes in shares Unit: share Before the Change Increase/Decrease (+/-) After the Change Newly Capitalization Bonus Amount Proportion Issued of Public Other Subtotal Amount Proportion Shares Shares Reserves I. Restricted 4,500 0.0002% -- -- -- -- -- 4,500 0.0002% Shares 1. State-owned -- -- -- -- -- -- -- -- -- Shares 2. State-owned Legal Person’s 0 0.00% -- -- -- -- -- 0 0.00% Shares 3. Shares Held by Domestic 4,500 0.0002% -- -- -- -- -- 4,500 0.0002% Investors Among which, Shares Held by 0 0.00% -- -- -- -- -- 0 0.00% Domestic Legal Person Shares Held by Domestic Natural 4,500 0.0002% -- -- -- -- -- 4,500 0.0002% Person II. Shares not 2,329,807,266 99.9998% -- -- -- -- -- 2,329,807,266 99.9998% Subject to 87 ADAMA Ltd. Semi-Annual Report 2024 Trading Moratorium 1.RMB Ordinary 2,177,067,461 93.4439% -- -- -- -- -- 2,177,067,461 93.4439% Shares 2.Domestically Listed Foreign 152,739,805 6.5559% -- -- -- -- -- 152,739,805 6.5559% Shares III. Total Shares 2,329,811,766 100.00% -- -- -- -- -- 2,329,811,766 100.00% 88 ADAMA Ltd. Semi-Annual Report 2024 Reasons for the change in shares □ Applicable √ Not applicable Approval of the change in shares □ Applicable √ Not applicable The registered status for the change in shares □ Applicable √ Not applicable Status of share buyback □ Applicable √ Not applicable Status of share buyback in the way of centralized bidding □ Applicable √Not applicable Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and last period. □ Applicable √Not Applicable Other contents that the Company considered necessary or is required by securities regulatory authorities to disclose □ Applicable √ Not applicable 2. Changes in Restricted Shares √ Applicable □ Not applicable Unit: share Shareholders Restricted Restricted Shares Restricted Restriction Date of shares at the shares Released from shares at the reasons release opening of increased in Restricted end of the the Reporting the Sale During Reporting Period Reporting the Reporting Period Period Period Shares held Six months by a Jiang after the 4,500 0 0 4,500 supervisor Chenggang expiration of should be the term locked up. Total 4,500 0 0 4,500 -- -- II. Issuance and Listing of Securities □ Applicable √ Not applicable 89 ADAMA Ltd. Semi-Annual Report 2024 III. Total Number of Shareholders and Their Shareholdings Unit: share Total Number of Shareholders 40,193 (the number of ordinary A share Total Number of Preferred Stockholders with as of the End of the Reporting shareholders is 27,788; the number of B Vote Right Restored (if any) as of the End of 0 Period share shareholders is 12,405) the Reporting Period Shareholding of Top 10 Common Shareholders or Those Holding More than 5% Shares (Excluding the Shares Lending through Refinancing) Pledged, Increase Marked or Number of Number of Number of and Frozen Common Common Holding Shareholding Decrease of Shares Nature of Shares Held Shares Held Number of Shareholder Percent at the End of Shares Shareholder Subject to Not Subject to Statu age (%) the Reporting during the Trading Trading s of Amou Period Reporting Moratorium Moratorium Shar nt Period es State-owned Syngenta Group Co., Ltd. 78.47% 1,828,137,961 0 0 1,828,137,961 -- 0 Legal Person China Cinda Asset Management State-owned 1.34% 31,115,916 0 0 31,115,916 -- 0 Co., Ltd. Legal Person Hong Kong Securities Clearing Overseas 0.50% 11,585,207 5,210,954 0 11,585,207 -- 0 Company Ltd. (HKSCC) Legal Person Domestic Wu Feng Natural 0.29% 6,702,269 511,600 0 6,702,269 -- 0 Person Bosera Funds-China Merchants Bank- Bosera Funds Xincheng Others 0.28% 6,500,000 0 0 6,500,000 -- 0 No.2 Collective Asset Management Plan Bosera Funds-Postal Savings Bank- Bosera Funds Xincheng Others 0.26% 6,000,000 0 0 6,000,000 -- 0 No.3 Collective Asset Management Plan Domestic Zhu Shenglan Natural 0.25% 5,756,000 0 0 5,756,000 -- 0 Person China Universal Asset Management Fund-Industrial Bank-CUAM-Strategic Others 0.19% 4,400,000 0 0 4,400,000 -- 0 Enhancement No.3 Collective Asset Management Plan Qichun County State-owned State-owned Assets Supervision and 0.18% 4,169,266 0 0 4,169,266 -- 0 Legal Person Administration Bureau Bosera Funds-Postal Savings Bank- Bosera Funds Xincheng 4,000,000 4,000,000 Others 0.17% 0 0 -- 0 No.4 Collective Asset Management Plan Strategic Investors or the Not Applicable General Legal Person Who 90 ADAMA Ltd. Semi-Annual Report 2024 Become the Top 10 Common Shareholders (if any) due to the Placement of New Shares Syngenta Group Co., Ltd. is neither a related party to any other shareholders listed above, nor any Explanation on Associated acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Relationship or/and Persons Companies. It is unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. Explanation on Situations of Entrusted Voting Rights or Waiver of Voting Rights Not Applicable Involved by the Above Shareholders Explanation on the Existence of Special Repurchase Accounts Not applicable among the Top 10 Shareholders (if any) Details of Shares Held by Top 10 Common Shareholders Not Subject to Trading Moratorium (Excluding the Shares Lending through Refinancing and Restricted Shares of Executives) Number of Common Shares Type of Shares Held Not Subject to Trading Number of Shareholders Moratorium at the End of the Type of Shares Amount Period Syngenta Group Co., Ltd. 1,828,137,961 RMB Ordinary Share 1,828,137,961 China Cinda Asset Management Co., Ltd. 31,115,916 RMB Ordinary Share 31,115,916 Wu Feng 6,702,269 RMB Ordinary Share 6,702,269 Bosera Funds-China Merchants Bank- Bosera Funds 6,500,000 RMB Ordinary Share 6,500,000 Xincheng No.2 Collective Asset Management Plan Bosera Funds-Postal Savings Bank- Bosera Funds RMB Ordinary Share 6,000,000 6,000,000 Xincheng No.3 Collective Asset Management Plan Zhu Shenglan 5,756,000 RMB Ordinary Share 5,756,000 China Universal Asset Management Fund-Industrial Bank- RMB Ordinary Share CUAM-Strategic Enhancement No.3 Collective Asset 4,400,000 4,400,000 Management Plan Qichun County State-owned Assets Supervision and RMB Ordinary Share 4,169,266 4,169,266 Administration Bureau Bosera Funds-Postal Savings Bank- Bosera Funds 4,000,000 RMB Ordinary Share 4,000,000 Xincheng No.4 Collective Asset Management Plan Wu Feng 6,702,269 RMB Ordinary Share 6,702,269 Explanation on associated relationship among the top Syngenta Group Co., Ltd. is neither a related party to any other shareholders ten common shareholders of tradable share not listed above, nor any acting-in-concert party as prescribed in the subject to trading moratorium, as well as among the Administrative Methods for Acquisition of Listed Companies. It is unknown top ten common shareholders of tradable share not whether the other shareholders are related parties or acting-in-concert subject to trading moratorium and top ten parties as prescribed in the Administrative Methods for Acquisition of Listed shareholders, or explanation on acting-in-concert Companies. Shareholder Wu Feng held 4,848,843 shares of the Company through a common securities account and 1,853,426 shares of the Company through Particular about the top ten common shareholder a credit collateral securities trading account, altogether 6,702,269 shares. participating in the securities lending and borrowing Shareholder Zhu Shenglan held 5,756,000 shares of the Company through business (if any) a credit collateral securities trading account. 91 ADAMA Ltd. Semi-Annual Report 2024 Shareholders holding more than 5% of shares, top ten shareholders and top ten shareholders with unlimited shares in circulation participating in the shares lending through refinancing arrangement □Applicable √ Not applicable Top ten shareholders and top ten shareholders with unlimited shares in circulation change from the previous period due to the shares lending/returning through refinancing arrangement □ Applicable √ Not applicable 92 ADAMA Ltd. Semi-Annual Report 2024 Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company carry out a promissory buy-back in the Reporting Period? □ Yes √ No The top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company had not carried out any agreed buy-back in the Reporting Period. IV. Changes in Shareholdings of Directors, Supervisors and Senior Management □ Applicable √ Not applicable No such cases in the Reporting Period. For details, see Annual Report 2023. V. Change of the Controlling Shareholder or the Actual Controller Change of the controlling shareholder in the Reporting Period □ Applicable √ Not applicable There was no change of the controlling shareholder of the Company in the Reporting Period. Change of the actual controller in the Reporting Period □ Applicable √ Not applicable There was no change of the actual controller of the Company in the Reporting Period. 93 ADAMA Ltd. Semi-Annual Report 2024 Section VIII - Preferred stock □ Applicable √ Not applicable There was no preferred stock during Reporting Period. 94 ADAMA Ltd. Semi-Annual Report 2024 Section IX - Bonds □ Applicable √ Not applicable 95 ADAMA Ltd. Semi-Annual Report 2024 Section X - Financial Report I. Audit report Was the half-year report audited? □ Yes √ No The half-year report was not audited. II. Financial Statements Notes to the financial statements are presented in RMB’000. 96 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Consolidated Balance Sheet June 30 December 31 Notes 2024 2023 Current assets Cash at bank and on hand V.1 3,995,217 4,881,328 Financial assets held for trading V.2 2,125 1,912 Derivative financial assets V.3 222,662 850,137 Bills receivable V.4 83,882 86,303 Accounts receivable V.5 8,376,840 8,146,677 Receivables financing V.6 149,457 123,050 Prepayments V.7 297,531 305,883 Other receivables V.8 862,132 1,054,302 Inventories V.9 12,316,391 13,088,757 Other current assets V.10 1,359,146 1,083,714 Total current assets 27,665,383 29,622,063 Non-current assets Long-term receivables V.11 55,147 68,752 Long-term equity investments V.12 29,305 31,474 Other equity investments V.13 132,579 132,018 Investment properties 21,327 22,145 Fixed assets V.14 9,800,110 10,040,113 Construction in progress V.15 2,699,358 2,507,328 Right-of-use assets V.16 575,852 625,235 Intangible assets V.17 4,995,395 5,318,281 Goodwill V.18 5,031,880 5,001,538 Deferred tax assets V.19 1,448,911 1,601,641 Other non-current assets V.20 399,234 435,215 Total non-current assets 25,189,098 25,783,740 Total assets 52,854,481 55,405,803 97 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Consolidated Balance Sheet (continued) June 30 December 31 Notes 2024 2023 Current liabilities Short-term loans V.21 4,597,378 5,733,522 Derivative financial liabilities V.22 280,518 607,787 Bills payable V.23 424,493 613,507 Accounts payable V.24 4,999,499 4,649,733 Contract liabilities V.25 1,389,717 1,514,365 Employee benefits payable V.26 782,939 847,039 Taxes payable V.27 550,325 407,230 Other payables V.28 1,773,384 1,469,319 Non-current liabilities due within one year V.29 2,013,951 2,297,888 Other current liabilities V.30 882,320 753,827 Total current liabilities 17,694,524 18,894,217 Non-current liabilities Long-term loans V.31 2,891,645 2,885,939 Debentures payable V.32 6,844,166 6,919,423 Lease liabilities V.33 447,815 495,459 Long-term payables 95,571 97,840 Long-term employee benefits payable V.34 571,740 671,530 Provisions V.35 316,235 299,251 Deferred tax liabilities V.19 291,846 297,103 Other non-current liabilities V.36 2,718,453 2,920,566 Total non-current liabilities 14,177,471 14,587,111 Total liabilities 31,871,995 33,481,328 Shareholders' equity Share capital V.37 2,329,812 2,329,812 Capital reserve V.38 12,950,464 12,950,464 Less: Treasury shares - - Other comprehensive income V.39 1,672,162 1,675,896 Special reserves 8,098 16,595 Surplus reserve V.40 273,617 273,617 Retained earnings V.41 3,748,333 4,678,091 Total equity attributed to the shareholders 20,982,486 21,924,475 of the company Non-controlling interests - - Total Equity 20,982,486 21,924,475 Total liabilities and equity 52,854,481 55,405,803 Steve Hawkins Efrat Nagar Legal representative Chief Financial Officer These financial statements were approved by the Board of Directors of the Company on August 27 2024. The notes form part of these financial statements. 98 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Company's Balance Sheet June 30 December 31 Notes 2024 2023 Current assets Cash at bank and on hand XV.1 72,509 163,646 Accounts receivable XV.2 1,013,459 1,141,839 Receivables financing XV.3 25,125 7,929 Prepayments 7,383 10,233 Other receivables XV.4 11,611 11,611 Inventories 235,078 218,984 Non-current assets due within one year - 125,000 Other current assets 9,127 7,574 Total current assets 1,374,292 1,686,816 Non-current assets Long-term equity investments XV.5 17,430,716 17,430,716 Other equity investments 54,299 54,299 Investment properties 2,345 2,619 Fixed assets 1,604,248 1,711,062 Construction in progress 70,253 56,791 Right-of-use assets 1,661 1,877 Intangible assets 243,178 249,236 Deferred tax assets 28,827 80,241 Other non-current assets 207,068 273,783 Total non-current assets 19,642,595 19,860,624 Total assets 21,016,887 21,547,440 Current liabilities Short-term loans 100,000 100,000 Bills payables 34,242 64,588 Accounts payables 144,343 150,265 Contract liabilities 6,415 12,190 Employee benefits payable 5,411 12,091 Taxes payable 2,039 4,852 Other payables 703,247 619,857 Non-current liabilities due within one year 415,808 537,820 Total current liabilities 1,411,505 1,501,663 Non-current liabilities Long-term loans 575,971 949,017 Lease liabilities 962 885 Long-term employee benefits payable 100,500 101,628 Provisions 25,227 26,116 Other non-current liabilities 225,400 269,500 Total non-current liabilities 928,060 1,347,146 Total liabilities 2,339,565 2,848,809 Shareholders’ equity Share capital V.37 2,329,812 2,329,812 Capital reserve 15,523,881 15,523,881 Other comprehensive income (1,002) (1,002) Special reserves 8,789 17,286 Surplus reserve V.40 273,617 273,617 Retained earnings 542,225 555,037 Total shareholders’ equity 18,677,322 18,698,631 Total liabilities and shareholders’ equity 21,016,887 21,547,440 99 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Consolidated Income Statement Six months ended June 30 Notes 2024 2023 I. Operating income V.42 14,910,289 17,253,201 Less: Cost of sales V.42 11,474,074 13,358,727 Taxes and surcharges V.43 48,358 51,420 Selling and Distribution expenses V.44 2,363,376 2,161,199 General and administrative expenses V.45 536,266 461,146 Research and 218,107 262,378 Development expenses V.46 Financial expenses V.47 623,647 455,855 Including: Interest expense 532,560 565,782 Interest income 130,667 134,254 Add: Investment income, net V.48 4,418 10,090 Including: Income from investment in associates and joint ventures 4,418 3,439 Loss from changes in fair value V.49 (196,492) (782,218) Credit impairment reversal (losses) V.50 (15,676) 8,490 Asset impairment losses V.51 (59,134) (105,887) Gain from disposal of assets V.52 18,217 23,402 II. Operating loss (602,206) (343,647) Add: Non-operating income 43,241 36,073 Less: Non-operating expenses 12,465 11,015 III. Total loss (571,430) (318,589) Less: Income tax expenses (income) V.53 323,436 (76,433) IV. Net loss (894,866) (242,156) (1). Classified by nature of operations (1.1). Continuing operations (894,866) (242,156) (2). Classified by ownership (2.1). Shareholders of the Company (894,866) (242,156) (2.2). Non-controlling interests - - V. Other comprehensive income (loss), net of tax V. 39 (3,734) 884,205 Other comprehensive income (net of tax) attributable to shareholders of the Company (3,734) 884,205 (1) Items that will not be reclassified to profit or loss: 8,522 14,741 (1.1) Re-measurement of defined benefit plan liability 8,522 14,741 (1.2) Fair Value changes in other equity investment - - (2) Items that were or will be reclassified to profit or loss (12,256) 869,464 (2.1) Effective portion of gains or loss of cash flow hedge 6,283 26,534 (2.2) Translation differences of foreign financial statements (18,539) 842,930 VI. Total comprehensive income (loss) for the period attributable to (898,600) 642,049 Shareholders of the Company Total comprehensive income (loss) for the period (898,600) 642,049 attributable to shareholders of the Company Total comprehensive income for the period - - attributable to Non-controlling interests VII. Earnings per share XIV.2 (1) Basic loss per share (Yuan/share) (0.38) (0.10) (2) Diluted earnings per share (Yuan/share) N/A N/A 100 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Company's Income Statement Six months ended June 30 Notes 2024 2023 I. Operating income XV.6 981,592 1,093,709 Less: Operating costs XV.6 831,781 893,238 Taxes and surcharges 5,450 4,292 Selling and Distribution expenses 3,695 2,744 General and administrative expenses 62,755 66,887 Research and Development expenses 2,497 16,129 Financial expenses 3,942 755 Including: Interest expense 19,087 24,412 Interest income 3,892 4,814 Add: Investment income, net - - Gain from changes in fair value (“-” means loss) (30,870) - Credit impairment reversal (losses) (2) 91 Asset Impairment reversal (losses) (3,565) (3,067) Gain from disposal of assets - 17 II. Operating Profit 37,035 106,705 Add: Non-operating income 1,606 7,815 Less: Non-operating expenses 39 509 III. Total profit 38,602 114,011 Less: Income tax expense (income) 51,414 20,379 IV. Net profit (loss) (12,812) 93,632 V. Other comprehensive income, net of tax - - (1) Items that will not be reclassified to profit or loss - - (1.1) Re-measurement of defined benefit plan liability - - (1.2) FV changes in other equity investment - - VI. Total comprehensive income (loss) for the period (12,812) 93,632 101 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Consolidated Cash Flow Statement Six months ended June 30 Notes 2024 2023 I. Cash flows from operating activities: Cash received from sale of goods and rendering of services 13,538,583 17,397,575 Refund of taxes and surcharges 104,215 93,456 Cash received relating to other operating activities V.56(1) 292,828 201,011 Sub-total of cash inflows from operating activities 13,935,626 17,692,042 Cash paid for goods and services 8,394,452 13,362,264 Cash paid to and on behalf of employees 2,093,554 2,464,353 Payments of taxes and surcharges 324,788 388,247 Cash paid relating to other operating activities V.56(2) 1,391,714 1,542,054 Sub-total of cash outflows from operating activities 12,204,508 17,756,918 Net cash flows provided by (used in) operating activities V.57(1)a 1,731,118 (64,876) II. Cash flows from investing activities: Cash received from disposal of investments 63,100 158,498 Cash received from returns of investments - 1,710 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 30,379 30,688 Cash received relating to other investing activities V.56(3) - 16,643 Sub-total of cash inflows from investing activities 93,479 207,539 Cash paid to acquire fixed assets, intangible assets and other long-term assets 800,485 1,178,443 Cash paid for acquisition of investments - 1,745 Net cash paid to acquire subsidiaries or other business units - 148,460 Cash paid relating to other investing activities V.56(4) 107,950 - Sub-total of cash outflows from investing activities 908,435 1,328,648 Net cash flows used in investing activities (814,956) (1,121,109) III. Cash flows from financing activities: Cash received from borrowings 1,014,194 2,711,547 Cash received from other financing activities V.56(5) 781,651 1,428,302 Sub-total of cash inflows from financing activities 1,795,845 4,139,849 Cash repayments of borrowings 2,792,435 1,599,428 Cash payment for dividends, profit distributions and interest 586,795 584,774 Including: Dividends paid to non-controlling interest 34,892 18,763 Cash paid relating to other financing activities V.56(6) 261,285 554,624 Sub-total of cash outflows from financing activities 3,640,515 2,738,826 Net cash flow provided by (used in) financing activities (1,844,670) 1,401,023 IV. Effects of foreign exchange rate changes on cash and cash equivalent equivalent 42,030 130,246 V. Net increase (decrease) in cash and cash equivalents V.57(1)b (886,478) 345,284 Add: Cash and cash equivalents at the beginning of the year 4,857,358 4,225,253 I. VI. Cash and cash equivalents at the end of the period V.57(2) 3,970,880 4,570,537 102 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Company's Cash Flow Statement Six months ended June 30 Notes 2024 2023 I. Cash flows from operating activities: Cash received from sale of goods and rendering of services 879,847 621,379 Refund of taxes and surcharges 41,484 28,662 Cash received relating to other operating activities XV.7(1) 12,564 25,659 Sub-total of cash inflows from operating activities 933,895 675,700 Cash paid for goods and services 530,851 551,879 Cash paid to and on behalf of employees 69,738 68,837 Payments of taxes and surcharges 9,090 6,605 Cash paid relating to other operating activities XV.7(2) 20,299 112,039 Sub-total of cash outflows from operating activities 629,978 739,360 Net cash flows provided by (used in) operating activities XV.8 303,917 (63,660) II. Cash flows from investing activities: Cash received from returns of investments - - Net cash received from disposal of fixed assets, intangible assets and other long-term assets - 17 Cash received relating to other investing activities XV.7.(3) 127,600 2,850 Sub-total of cash inflows from investing activities 127,600 2,867 Cash paid to acquire fixed assets, intangible assets and other long-term assets 17,913 36,808 Cash paid for other investing activities XV.7.(4) - - Sub-total of cash outflows from investing activities 17,913 36,808 Net cash flows provided by (used in) investing activities 109,687 (33,941) III. Cash flows from financing activities: Cash received from borrowings 50,000 450,000 Cash received relating to other financing activities XV.7.(5) 6,460 12,750 Sub-total of cash inflows from financing activities 56,460 462,750 Cash repayments of borrowings 544,732 409,732 Cash payment for dividends, profit distributions or interest 19,179 87,684 Cash paid relating to other financing activities XV.7.(6) 3,884 3,837 Sub-total of cash outflows from financing activities 567,795 501,253 Net cash flow used in financing activities (511,335) (38,503) IV. Effects of foreign exchange rate changes on cash and cash equivalents 9,630 (880) V. Net decrease in cash and cash equivalents (88,101) (136,984) Add: Cash and cash equivalents at the beginning of the year XV.8(2) 157,186 258,330 VI. Cash and cash equivalents at the end of the period XV.8(2) 69,085 121,346 103 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Consolidated Statement of Changes in Shareholders’ Equity For the Six months ended June 30, 2024 Other Share Capital comprehensive Special Surplus Retained Non-controlling capital reserve income reserves reserve earnings Total interests Total equity I. Balance at December 31, 2023 2,329,812 12,950,464 1,675,896 16,595 273,617 4,678,091 21,924,475 - 21,924,475 II. Changes in equity for the period - - (3,734) (8,497) - (929,758) (941,989) - (941,989) 1. Total comprehensive loss - - (3,734) - - (894,866) (898,600) - (898,600) 2. Appropriation of profits - - - - - (34,892) (34,892) - (34,892) 2.1 Distribution to non-controlling - - - - - (34,892) (34,892) - (34,892) interest 3. Special reserve - - - (8,497) - - (8,497) - (8,497) 3.1 Transfer to special reserve - - - 4,721 - - 4,721 - 4,721 3.2 Amount utilized - - - (13,218) - - (13,218) - (13,218) III. Balance at June 30, 2024 2,329,812 12,950,464 1,672,162 8,098 273,617 3,748,333 20,982,486 - 20,982,486 104 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Statement of Changes in Shareholders’ Equity For the Six months ended June 30, 2023 Other Share Capital comprehensive Special Surplus Retained Non-controlling capital reserve income reserves reserve earnings Total interests Total equity I. Balance at December 31, 2022 2,329,812 12,986,333 1,080,590 15,818 242,498 6,469,604 23,124,655 - 23,124,655 II. Changes in equity for the period - (40,496) 884,205 (30) - (323,824) 519,855 - 519,855 1. Total comprehensive income (loss) - - 884,205 - - (242,156) 642,049 - 642,049 2. Owner’s contributions and reduction - (40,496) - - - - (40,496) - (40,496) 2.1 Transactions with holders of - (40,496) - - - - (40,496) - (40,496) non controlling interest 3. Appropriation of profits - - - - - (81,668) (81,668) - (81,668) 3.1 Distribution to owners - - - - - (62,905) (62,905) - (62,905) 3.2 Distribution to non-controlling - - - - - (18,763) (18,763) - (18,763) interest 4. Special reserve - - - (30) - - (30) - (30) 4.1 Transfer to special reserve - - - 5,010 - - 5,010 - 5,010 4.2 Amount utilized - - - (5,040) - - (5,040) - (5,040) III. Balance at June 30, 2023 2,329,812 12,945,837 1,964,795 15,788 242,498 6,145,780 23,644,510 - 23,644,510 105 ADAMA Ltd. Semmi-Annual Report 2024 (Expressed in RMB '000) Company's Statement of Changes in Shareholders’ Equity For the Six months ended June 30, 2024 Other Share Capital comprehensive Special Surplus Retained capital reserve income reserves reserve earnings Total I. Balance at December 31, 2023 2,329,812 15,523,881 (1,002) 17,286 273,617 555,037 18,698,631 II. Changes in equity for the period - - - (8,497) - (12,812) (21,309) 1. Total comprehensive income - - - - - (12,812) (12,812) 2. Special reserve - - - (8,497) - - (8,497) 2.1 Transfer to special reserve - - - 4,721 - - 4,721 2.2 Amount utilized - - - (13,218) - - (13,218) Ⅲ. Balance at June 30, 2024 2,329,812 15,523,881 (1,002) 8,789 273,617 542,225 18,677,322 For the Six months ended June 30, 2023 Other Share Capital comprehensiv Special Surplus Retained capital reserve e income reserves reserve earnings Total I. Balance at December 31, 2022 2,329,812 15,523,881 30,822 16,509 242,498 337,865 18,481,387 II. Changes in equity for the period - - - (30) - 30,727 30,697 1. Total comprehensive income - - - - - 93,632 93,632 2. Appropriation of profits - - - - - (62,905) (62,905) 2.1 Transfer to Distribution to shareholders - - - - - (62,905) (62,905) 3. Special reserve - - - (30) - - (30) 3.1 Transfer to special reserve - - - 5,010 - - 5,010 3.2 Amount utilized - - - (5,040) - - (5,040) Ⅲ. Balance at June 30, 2023 2,329,812 15,523,881 30,822 16,479 242,498 368,592 18,512,084 106 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements I BASIC CORPORATE INFORMATION ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established in China with its head office located in Hubei Jingzhou. In June 2020, the controlling shareholder of the Company changed from China National Agrochemical Co,. Ltd. (hereinafter – “CNAC") to Syngenta Group Co., Ltd. (hereinafter “Syngenta Group”). As of August 2021, following the combination between China National Chemical Co., Ltd. (hereinafter - “ChemChina”) and Sinochem Holdings Corporation Ltd. (hereinafter - “Sinochem Holdings”), Syngenta Group, and subsequently the Company, are ultimately controlled by Sinochem Holdings - parent of both ChemChina and Sinochem Group Co., Ltd. (hereinafter “Sinochem Holdings”), subordinated to SASAC. The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engaged in development, manufacturing and marketing of agrochemicals, intermediate materials for other industries, food additives and synthetic aromatic products, mainly for export. For information about the largest subsidiaries of the Company, refer to Note VII. The Company’s consolidated financial statements had been approved by the Board of Directors of the Company on August 27, 2024. Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities", whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope". II BASIS OF PREPARATION 1. Basis of preparation The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance (the "MoF"). In addition, the Group has disclosed relevant financial information in these financial statements in accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reporting (revised by China Securities Regulatory Commission (hereinafter "CSRC”) in 2023). 2. Accrual basis and measurement principle The Group has adopted the accrual basis of accounting. Except for certain financial instruments which are measured at fair value, deferred tax assets and liabilities, assets and liabilities relating to employee benefits, provisions, and investments in associated companies and joint ventures, the Group adopts the historical cost as the principle of measurement in the financial statements. Where assets are impaired, provisions for asset impairment are made in accordance with relevant requirements. In the historical cost measurement, assets obtained shall be measured at the amount of cash or cash equivalents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of cash or assets received, or the contractual amount in a present obligation, or the prospective amount of cash or cash equivalents paid to discharge the liabilities. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing market participants in an arm’s length transaction at the measurement date. Fair value measured and disclosed in the financial statements are determined on this basis whether it is observable or estimated by valuation techniques. 107 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements II BASIS OF PREPARATION - (cont’d) 2. Accrual basis and measurement principle - (cont’d) The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fair value input is observable and significant to the fair value measurement as a whole: Level 1 - based on quoted prices (unadjusted) in active markets; Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable (other than quoted prices included within Level 1), either directly or indirectly; Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. 3. Going concern The financial statements have been prepared on the going concern basis. The Group has performed going concern assessment for the following 12 months from June 30,2024 and have not identified any significant doubtful matter or event on the going concern, as such the financial statement have been prepared on the going concern basis. III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES 1. Statement of compliance These financial statements are in compliance with the Accounting Standards for Business Enterprises to truly and completely reflect the Company's consolidated financial position as at June 30, 2024 and the Company's consolidated operating results, changes in shareholders' equity and cash flows for the six months then ended. 2. Accounting period The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December. 3. Business cycle The company takes the period from the acquisition of assets for processing to their realisation in cash or cash equivalents as a normal operating cycle. The operating cycle for the company is 12 months. 4. Reporting currency The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional currency. Functional currencies of overseas subsidiaries are determined on the basis of the principal economic environment in which the overseas subsidiaries operate. The functional currency of the overseas subsidiaries is mainly the United States Dollar (hereinafter "USD"). The presentation currency of these financial statements is Renminbi. 108 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 5. Criteria of determining material item in the report and its benchmark Item Benchmark for Material Item Individual construction in progress project with a budget higher than RMB Material construction in progress projects 100 million 6. Business combinations 6.1 Business combinations not involving enterprises under common control and goodwill A business combination not involving enterprises under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties before and after the combination. The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed and equity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree. The intermediary costs such as audit, legal services and assessment consulting costs and other related management costs that are directly attributable to the combination by the acquirer are charged to profit or loss in the period in which they are incurred. Direct capital issuance costs incurred in respect of equity instruments or liabilities issued pursuant to the business combination should be charged to the respect equity instruments or liabilities upon initial recognition of the underlying equity instruments or liabilities. The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a business combination, that meet the recognition criteria shall be measured at fair value at the acquisition date. The consideration transferred includes the fair value of any contingent consideration. (such as earnout arrangements with the former shareholders). After the acquisition date, the Group recognizes changes in the fair value of contingent consideration classified as a financial liability at fair value through profit or loss. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for the current year. The goodwill raised because of the business combination should be separately disclosed in the consolidated financial statement and measured by the initial amount less any accumulative impairment provision. In a business combination achieved in stages, the Group remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss. 109 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 7. Basis for preparation of consolidated financial statements The scope of consolidation in consolidated financial statements is determined on the basis of control. Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost) are included in consolidated income statement and consolidated statement of cash flows. For a subsidiary acquired through a business combination not involving enterprises under common control, the operating results and cash flows from the acquisition date (the date when control is obtained) are included in consolidated income statement and consolidated statement of cash flows. The significant accounting policies and accounting years adopted by the subsidiaries are determined based on the uniform accounting policies and accounting years set out by the Company. All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation. The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling interests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balance sheet. The portion of net profits or losses of subsidiaries for the period attributable to non-controlling interests is presented as "non-controlling interests" in consolidated income statement below the "net profit" line item. Total comprehensive income attributable to non-controlling shareholders is presented separately in the consolidated income statement below the total comprehensive income line item. When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary, the excess amount is still allocated against non-controlling interests. Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result in the loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of the Company's interests and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is adjusted to capital reserve under owners' equity. If the capital reserve is not sufficient to absorb the difference, the excess is adjusted against retained earnings. Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders of the company. A put option issued by the Group to holders of non-controlling interests that is settled in cash or other financial instrument is recognized as a liability at the present value of the exercise price (according to the "anticipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of the holders of the non-controlling interests to which the Group issued a put option. 110 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 6. Basis for preparation of consolidated financial statements - (cont’d) In cases which the Group has a Call option in addition to the Put option above, due to the anticipated acquisition method implementation no value is given to the Call option in the consolidated financial statements. When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons, any retained interest is re-measured at its fair value at the date when control is lost. The difference between (i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according to the original proportion of ownership interest is recognized as investment income in the period in which control is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to investment income in the period in which control is lost. 7. Classification and accounting methods of joint arrangement There are two types of joint arrangements – joint operations and joint ventures. The type of joint arrangements is determined based on the rights and obligations of joint operator to the joint arrangements by considering the factors, such as the structure, the legal form of the arrangements, and the contractual terms, etc. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the joint ventures have rights to the net assets of the arrangement. 8. Cash and cash equivalents Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are the Group's short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 9. Translation of transactions and financial statements denominated in foreign currencies 10.1 Transactions denominated in foreign currencies On initial recognition, foreign currency transactions are translated into functional currency using the spot exchange rate prevailing at the date of transaction. At the balance sheet date, foreign currency monetary items are translated into functional currency using the spot exchange rates at the balance sheet date. Exchange differences arising from the differences between the spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previous balance sheet date are recognized in profit or loss for the period, except that (i) exchange differences related to a specific-purpose borrowing denominated in foreign currency that qualify for capitalization are capitalized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differences related to hedging instruments for the purpose of hedging against foreign currency risks are accounted for using hedge accounting. 111 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Translation of transactions and financial statements denominated in foreign currencies - (cont’d) 10.1 Transactions denominated in foreign currencies - (cont’d) When preparing financial statements involving foreign operations, if there is any foreign currency monetary items, which in substance forms part of the net investment in the foreign operations, exchange differences arising from the changes of foreign currency are recorded as other comprehensive income, and will be reclassified to profit or loss upon disposal of the foreign operations. Foreign currency non-monetary items measured at historical cost are translated to the amounts in functional currency at the spot exchange rates on the dates of the transactions and the amounts in functional currency remain unchanged. 10.2 Translation of financial statements denominated in foreign currency For the purpose of preparing consolidated financial statements, financial statements of a foreign operation are translated from the foreign currency into RMB using the following method: assets and liabilities on the balance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equity items, except for retained earnings, are translated at the spot exchange rates at the dates on which such items arose; all items in the income statement as well as items reflecting the distribution of profits are translated at average rate or at spot exchange rates on the dates of the transactions; the retained earnings opening balance is previous year's translated retained earnings closing balance; the closing balance of retained earnings is calculated and presented on the basis of each translated income statement and profit distribution item. The difference between the translated assets and the aggregate of liabilities and shareholders' equity items is recorded as other comprehensive income. Cash Flows arising from transaction in foreign currency and the cash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow, the effect of exchange rate changes on the cash and cash equivalents is regarded as a reconciling item and present separately in the statement “effect of foreign exchange rate changes on the cash and cash equivalents". The opening balances and the comparative figures of prior year are presented at the translated amounts in the prior year's financial statements. On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over a foreign operation due to disposal of certain equity interest in it or other reasons, the Group transfers the accumulated translation differences, which are attributable to the owners' equity of the Company and presented under other comprehensive income to profit or loss in the period in which the disposal occurs. In case of a disposal or other reason that does not result in the Group losing control over a foreign operation, the proportionate share of accumulated translation differences are re-attributed to non-controlling interests and are not recognized in profit and loss. For partial disposals of equity interest in foreign operations, which are associates or joint ventures, the proportionate share of the accumulated translation differences are reclassified to profit or loss. 112 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments The Group recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus (which is not measured at fair value through profit or loss) transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Initial recognition in trade receivables which do not contain a significant financing component, shall be made according to their transaction price. 11.1 Classification and measurement of financial assets After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value through other comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”). 11.1.1 Financial assets at amortised cost A financial asset is measured at amortised cost if both of the following conditions are met: (a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains or losses upon impairment and derecognition are recognized in profit or loss. 11.1.1.1 Effective interest method and amortised cost Effective interest method represents the method for calculating the amortized costs and interest income or expense of each period in accordance with the effective interest rate of financial assets or financial liabilities (inclusive of a set of financial assets or financial liabilities). Effective interest rate represents the rate that discounts the future cash flow over the expected subsisting period or shorter period, if appropriate, of the financial asset or financial liability to the current carrying value of such financial asset or financial liability. When calculating the effective interest rate, the Group will consider the anticipated future cash flow (not considering the future credit loss) on the basis of all contract clauses of financial assets or financial liabilities, as well as consider all kinds of charges which are an integral part of the effective interest rate, including transaction fees and discount or premium paid or received between both parties of financial asset or financial liability contract. 113 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Financial instruments - (cont’d) 11.1 Classification and measurement of financial assets - (cont’d) 11.1.2 Financial assets at FVTOCI A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met: (a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A gain or loss on a financial asset measured at fair value through other comprehensive income is recognized in other comprehensive income, except for impairment gains or losses, foreign exchange gains and losses and interest calculated using the effective interest method, until the financial asset is derecognized or reclassified. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. 11.1.3 Financial assets at FVTPL Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated as financial assets at FVTPL. A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI. The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is part of a hedging relationship. Dividends are recognized in profit or loss. 11.1.4 Designated financial assets at FVTOCI At initial recognition, the Group makes an irrevocable election to designate to FVTOCI an investment in an equity instrument that is not held for trading. When a non-trading equity instrument investment is designated as a financial asset that is measured at fair value through other comprehensive income, the changes in the fair value of the financial asset are recognised in other comprehensive income. Upon realization the accumulated gains or losses from other comprehensive income are transferred from other comprehensive income and included in retained earnings. During the period in which the Group holds these non-trading investment instruments, the right to receive dividends in the Group has been established, and the economic benefits related to dividends are likely to flow into the Group, and when the amount of dividends can be reliably measured, the dividend income is recognized in the current profit and loss. 114 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Financial instruments - (cont’d) 11.2 Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on financial assets that are classified to amortised cost and FVTOCI. The Group always measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables. For financial assets other than trade receivables, the Group initially measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date, if the credit risk on that financial instrument has increased significantly since initial recognition, the Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses. The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized. 11.2.1 Significant increases in credit risk At each balance sheet date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. The Group mainly considers the following list of information in assessing changes in credit risk: (a) significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception. (b) significant changes in external market indicators of credit risk for a particular financial instrument or similar financial instruments with the same expected life. (c) a significant change in the debtors’ ability to meet its debt obligations. (d) an actual or expected significant change in the operating results of the debtor. (e) significant increases in credit risk on other financial instruments of the same debtor. (f) an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor. (g) significant changes in the value of the collateral supporting the obligation or in the quality of third- party guarantees or credit enhancements, which are expected to reduce the debtor’s economic incentive to make scheduled contractual payments or to otherwise have an effect on the probability of a default occurring. (h) significant changes that are expected to reduce the receivable’s economic incentive to make scheduled contractual payments. (i) significant changes in the expected performance and behaviour of the debtor. The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. 115 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Financial instruments - (cont’d) 11.2 Impairment of financial assets - (cont’d) 11.2.2 Credit-impaired financial asset A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events: (a) significant financial difficulty of the issuer or the receivable; (b) a breach of contract, such as a default or past due event; (c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’s financial difficulty, having granted to the receivable a concession(s) that the lender(s) would not otherwise consider; (d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization; 11.2.3 Recognition of expected credit losses For the purpose of determining significant increases in credit risk and recognizing a loss allowance on a collective basis, financial instruments are grouped on the basis of shared credit risk. Examples of shared credit risk characteristics may include, but are not limited to, the:(a) instrument type; (b) credit risk ratings; (c) collateral type; (d) industry; (e) geographical location of the debtor; and (f) the value of collateral relative to the financial asset if it has an impact on the probability of a default occurring. Expected credit losses of financial instruments are determined as the present value of the difference between: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flows that the entity expects to receive. For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected credit losses as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognized in profit or loss as an impairment gain or loss. The Group measures expected credit losses of a financial instrument in a way that reflects: (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes; (b) the time value of money; and (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. 116 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Financial instruments - (cont’d) 11.2 Impairment of financial assets - (cont’d) 11.2.4 Written-off of financial assets The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. A write-off constitutes a derecognition event. 11.3 Transfer of financial asset The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractual rights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred and substantially all the risks and rewards of ownership of the financial asset transferred to the transferee; or (iii) although the financial asset has been transferred, the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its continuing involvement in the transferred financial asset and recognizes an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset. When the company is derecognizing a financial asset in its entirety, except for equity instrument designated to FVTOCI, the difference between (i) the carrying amount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer is recognized in profit or loss. 11.4 Classification and measurement of financial liabilities Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. All financial liabilities are subsequently measured at FVTPL or other financial liabilities. Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it is designated as at FVTPL. The financial liability other than derivative financial liabilities are stated as liabilities held for trading. Other financial liabilities are subsequently measured at amortized cost by using effective interest method. Gain or loss arising from derecognition or amortization is recognized in current profit or loss. 117 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Financial instruments - (cont’d) 11.5 Derecognition of financial liabilities Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full or in part. An agreement entered into force between the Group (debtor) and a creditor to replace the original financial liabilities with new financial liabilities with substantially different terms, derecognize the original financial liabilities as well as recognize the new financial liabilities. When financial liabilities is derecognized in full or in part, the difference between the carrying amount of the financial liabilities derecognized and the consideration paid (including transferred non-cash assets or new financial liability) is recognized in profit or loss for the current period. 11.6 Derivatives Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchange options, etc. Derivatives are initially measured at fair value at the date when the derivative contracts are entered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profit or loss unless the derivative is designated and highly effective as a hedging instrument, in which case the timing of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 29.1). 11.7 Offsetting financial assets and financial liabilities Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset, except for circumstances where the Group has a legal right that is currently enforceable to offset the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. 11.8 Equity instruments The consideration received from the issuance of equity instruments net of transaction costs is recognized in shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted from shareholders’ equity. When the Company repurchases its own shares, those shares are treated as treasury shares. All expenditures relating to the repurchase are recorded in the cost of the treasury shares, with the transaction entering into the share capital. Treasury shares are excluded from profit distributions and are stated as a deduction under shareholders’ equity in the balance sheet. 118 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Receivables Receivables are assessed for impairment on a collective group and/or on an individual basis as follows: Expected credit losses in respect of a receivables is measured at an amount equal to lifetime expected credit losses. The assessment is made collectively for account receivables, where receivables share similar credit risk characteristics based on geographical location, using the expected credit losses model including inter- alia aging analysis, historical loss experiences adjusted by the observable factors reflecting current and expected future economic conditions. The ratio of the account receivables collective provision for expected credit losses in which credit losses has not occurred is between 0%-4.36%. When credit risk on a receivable has increased significantly since initial recognition, the group records specific provision or collective provision, which is determined for groups of similar assets in countries in which there are large number of customers with immaterial balances. In assessing whether the credit risk on a receivable has increased significantly since initial recognition, the Group compares the risk of a default occurring on the receivable at the reporting date with the risk of a default occurring on the receivable at the date of initial recognition and considers both quantitative and qualitative information that is reasonable and supportable, including observable data that comes to the attention of the Group about loss events such as a significant decline in the solvency of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. 13. Inventories 13.1 Categories of inventories and initial measurement The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished goods and reusable materials. Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do not meet the definition of fixed assets. Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expenditures incurred in bringing the inventories to their present location and condition including direct labor costs and an appropriate allocation of production overheads. 13.2 Valuation method of inventories upon delivery The actual cost of inventories upon delivery is calculated using the weighted average method. 13.3 Basis for determining net realizable value of inventories and provision methods for decline in value of inventories At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. 119 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 13. Inventories - (cont’d) 13.3 Basis for determining net realizable value of inventories and provision methods for decline in value of inventories - (cont’d) After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realizable value of inventories is higher than their carrying amount, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. 13.4 The perpetual inventory system is maintained for stock system. 14. Long-term equity investments Long-term equity investments include investments in subsidiaries, joint ventures and associates. Subsidiaries are the companies that are controlled by the Company. Associates are the companies over which the Group has significant influence. Joint ventures are joint arrangements over which the Group has joint control along with other investors and has rights to the net assets of the joint arrangement. The Company accounts for the investment in subsidiaries at historical cost in the Company's financial statements. Investments in associates and joint ventures are accounted for under equity method. 14.1 Determination of investment cost For a long-term equity investment acquired through a business combination involving enterprises under common control, the investment cost of the long-term equity investment is the share of the carrying amount of the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date of combination. The difference between initial investment cost and cash paid, non-cash assets transferred and book value of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve is not sufficient to absorb the difference, any excess is adjusted to retained earnings. For a long-term equity investment acquired through business combination not involving enterprises under common control, the investment cost of the long-term equity investment is the cost of acquisition. For a business combination not involving enterprises under common control achieved in stages that involves multiple exchange transactions, the initial investment cost is carried at the aggregate of the carrying amount of the acquirer’s previously held equity interest in the acquiree and the new investment cost incurred on the acquisition date. Regarding the long-term equity investment acquired otherwise than through a business combination, if the long-term equity investment is acquired by cash, the historical cost is determined based on the amount of cash paid and payable; if the long-term equity investment is acquired through the issuance of equity instruments, the historical cost is determined based on the fair value of the equity instruments issued. 120 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 14. Long-term equity investments - (cont’d) 14.2 Subsequent measurement and recognition of profit or loss If the long-term equity investment is accounted for at cost, it should be measured at historical cost less accumulated impairment losses. Dividend declared by the investee should be accounted for as investment income. Under the equity method, where the long-term equity investment initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly. Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensive income of the investee for the period as investment income or loss and other comprehensive income for the period. The Group recognizes its share of the investee’s net profit or loss based on the fair value of the investee’s individual separately identifiable assets, etc. at the acquisition date after making appropriate adjustments to be confirmed with the Group's accounting policies and accounting period. The Group discontinues recognizing its share of net losses of the investee after the carrying amount of the long-term equity investment together with any long-term interests that in substance form part of its net investment in the investee is reduced to zero. If the Group has incurred obligations to assume additional losses of the investee, a provision is recognized according to the expected obligation, and recorded as investment loss for the period. 14.3 Basis for determining control, joint control and significant influence over investee Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating policy decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts) held by the investing enterprises or other parties that are currently exercisable or convertible shall be considered. 14.4 Methods of impairment assessment and determining the provision for impairment loss If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than their carrying amounts, an impairment loss should be recognized to reduce the carrying amounts to the recoverable amounts (Note III 21). 121 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 14. Long-term equity investments - (cont’d) 14.5 The disposal of long-term equity investment On disposal of a long term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognized in profit or loss for the period. 15. Investment properties Investment property refers to real estate held to earn rentals or for capital appreciation, or both, including leased land use rights, land use rights held and provided for transferring after appreciation and leased constructions, etc. Investment property is initially measured at cost. Subsequent expenditures related to an investment property shall be included in cost of investment property only when the economic benefits associated with the asset will likely flow to the Group and its cost can be measured reliably. All other subsequent expenditures on investment property shall be included in profit or loss for the current period when incurred. The Group adopts cost method for subsequent measurement of investment property, which is depreciated or amortized using the same policy as that for buildings and land use rights. When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related taxes and surcharges is recognized in profit or loss for the current period. 16. Fixed assets 16.1 Recognition criteria for fixed assets Fixed assets include land owned by the Group and buildings, machinery and equipment, motor vehicles, office equipment and others. Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrative purposes, and have useful lives of more than one accounting year. A fixed asset is recognized only when it is probable that economic benefits associated with the asset will flow to the Group and the cost of the asset can be reliably measured. Purchased or constructed fixed assets are initially measured at cost when acquired. Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is probable that economic benefits associated with the asset will flow to the Group and the subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the period in which they are incurred. 122 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 16. Fixed assets - (cont’d) 16.2 Depreciation of each category of fixed assets Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value over its useful life using the straight-line method since the month subsequent to the one in which it is ready for intended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairment over the estimated remaining useful life of the asset. The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation method applied at least once at each financial year-end, and account for any change as a change in an accounting estimate. The estimated useful life, estimated net residual value and annual depreciation rate of each category of fixed assets are as follows: Residual Annual Useful life value depreciation rate Category Depreciation (years) (%) (%) Buildings the straight-line method 15-50 0-4 1.9-6.7 Machinery and equipment the straight-line method 3-22 0-4 4.4-33.3 Office and other equipment the straight-line method 3-17 0-4 5.6-33.3 Motor vehicles the straight-line method 5-9 0-2 10.9-20.0 Overseas Land owned by the Group is not depreciated. 16.3 Other explanations If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognized in profit or loss for the period. The difference between recoverable amounts of the fixed assets under the carrying amount is referred to as impairment loss (Note III 21). 17. Construction in progress Construction in progress is measured at its actual costs. The actual costs include various construction, installation costs, borrowing costs capitalized and other expenditures incurred until such time as the relevant assets are completed and ready for its intended use. When the asset concerned is ready for its intended use, the cost of the asset is transferred to fixed assets and depreciated starting from the following month. The difference between recoverable amounts of the construction in progress under the carrying amount is referred to as impairment loss (Note III 21). 123 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 18. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequently should be charged to profit or loss. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition, construction or production of the asset is resumed. Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is the actual interest expenses incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment of those funds. Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalization rate is the weighted average of the interest rates applicable to the general-purpose borrowings. During the capitalization period, exchange differences on foreign currency specific-purpose borrowing are fully capitalized whereas exchange differences on foreign currency general-purpose borrowing, charged to profit or loss. 19. Intangible assets 19.1 Valuation methods, useful life, impairment test The Group’s intangible assets include product registration assets, intangible assets upon purchase of products, marketing rights and rights to use tradenames and trademarks, land use rights, software and customer relations. Intangible assets are stated at cost less accumulated amortization and impairment losses. When an intangible asset with a finite useful life is available for use, its original cost less any accumulated impairment losses is amortized over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortized. For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method at the end of the year, and makes adjustments when necessary. 124 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 19. Intangible assets - (cont’d) 19.1 Valuation methods, useful life, impairment test - (cont’d) The respective amortization periods for such intangible assets are as follows: Item Amortization period (years) Land use rights 49-50 years Product registration 8-11 years Intangible assets on purchase of products 7-11, 20 years Marketing rights, tradename and trademarks 4-10, 30 years Exclusivity agreement 21 years Software 3-5 years Customer relations 5-10, 13 years The difference between recoverable amounts of the intangible assets under the carrying amount is referred to as impairment loss (see Note III 21). 19.2 Research and development expenditure Internal research and development project expenditures were classified into research expenditures and development expenditures depending on its nature and the greater uncertainty whether the research activities becoming to intangible assets. Expenditure during the research phase is recognized as an expense in the period in which it is incurred. Expenditure during the development phase that meets all of the following conditions at the same time is recognized as intangible asset: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - The Group has the intention to complete the intangible asset and use or sell it; - The Group can demonstrate the ways in which the intangible asset will generate economic benefits; - The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; - The expenditure attributable to the intangible asset during its development phase can be reliably measured. Expenditures that do not meet all of the above conditions at the same time are recognized in profit or loss when incurred. If the expenditures cannot be distinguished between the research phase and development phase, the Group recognizes all of them in profit or loss for the period. Expenditures that have previously been recognized in the profit or loss would not be recognized as an asset in subsequent years. Those expenditures capitalized during the development stage are recognized as development costs incurred and will be transferred to intangible asset when the underlying project is ready for an intended use. 20. Goodwill The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair value of the identifiable net assets of the acquiree under a business combination not involving enterprises under common control. Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses (see Note III 21). On disposal of an asset group or a set of asset groups, any attributable goodwill is written off and included in the calculation of the profit or loss on disposal. 125 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 21. Impairment of long-term assets The Company assesses at each balance sheet date whether there is any indication that the fixed assets, construction in progress, right of use assets, intangible assets with finite useful lives, investment properties measured at historical cost, investments in subsidiaries, joint ventures and associates may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value of the future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount on an individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the asset group to which the asset belongs. Identification of an asset group is based on whether major cash inflows generated by the asset group are largely independent of the cash inflows from other assets or asset groups. Goodwill arising from a business combination is tested for impairment at least at each year end, irrespective of whether there is any indication that the asset may be impaired. For the purpose of impairment testing, the carrying amount of goodwill acquired in a business combination is allocated from the acquisition date on a reasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups, it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groups is an asset group or set of asset group that is able to benefit from the synergies of the business combination and shall not be larger than a reportable segment determined by the Group. If the carrying amount of the asset group or set of asset groups is higher than its recoverable amount, the amount of the impairment loss first reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups, and then the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups, pro rata based on the carrying amount of each asset. Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period. 22. Contract liabilities Contract liabilities refer to the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration from the customer. 23. Employee benefits 23.1 Short-term employee benefits Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis, and the expense is recorded when the related service is provided. A provision for short-term employee benefits in respect of cash bonuses is recognized in the amount expected to be paid where the Group has a current legal or constructive obligation to pay the said amount for services provided by the employee in the past and the amount can be estimated reliably. 126 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 23. Employee benefits - (cont’d) 23.2 Post-employment benefits Post-employment benefits are classified into defined contribution plans and defined benefit plans. A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans. In accordance with the projected unit credit method, the Group measures the obligations under defined benefit plans using unbiased and mutually compatible actuarial assumptions to estimate related demographic variables and financial variables, and discount obligations under the defined benefit plans to determine the present value of the defined benefit liability. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. The Group attributes benefit obligations under a defined benefit plan to periods of service provided by respective employees. Service cost and interest expense on the defined benefit liability are charged to profit or loss and remeasurements of the defined benefit liability are recognized in other comprehensive income. 23.3 Termination benefits When the Group terminates the employment with employees or provides compensation under an offer to encourage employees to accept voluntary redundancy, a provision is recognized with a corresponding expense in profit or loss at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when it recognises any related restructuring costs. If the benefits are payable more than 12 months after the end of the reporting period, they are discounted to their present value. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. 23.4 Other long-term employee benefits The Group’s net obligation for long-term employee benefits, which are not attributable to post-employment benefit plans, is for the amount of the future benefit to which employees are entitled for services that were provided during the current and prior periods. The amount of these benefits is discounted to its present value and the fair value of the assets related to these obligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. 127 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 24. Share-based payment Share-based payment refers to the transaction in order to acquire the service offered by the employees or other parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-based payment classified into equity-settled share-based payment and cash-settled share-based payment. 24.1 Cash-settled share-based payment The cash-settled share-based payment should be measured according to the fair value of the liabilities recognized based on the shares or other equity instrument undertaken by the Company. For cash-settled share-based payment made in return for the rendering of employee services that cannot be exercised until the services are fully provided during the vesting period or specified performance targets are met, on each balance sheet date within the vesting period, the services acquired in the current period shall, based on the best estimate of the number of exercisable instruments, be recognized in relevant expenses and the corresponding liabilities at the fair value of the liability incurred by the Company. On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the Company should re-measure the fair value of the liabilities and the changes should be included in the current period profit and loss. 25. Provisions Provisions are recognized when the Group has a present obligation related to a contingency, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be measured reliably. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the settlement date, taking into account factors pertaining to a contingency such as the risks, uncertainties and time value of money. Where the effect of the time value of money is material, the amount of the provision is determined by discounting the related future cash outflows. The increase in the provision due to passage of time is recognized as interest expense. If all or part of the provision settlements is reimbursed by third parties, when the realization of income is virtually certain, then the related asset should be recognized. However, the amount of related asset recognized should not be exceeding the respective provision amount. At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then. 26. Revenue Revenue of the Group is mainly from sale of goods. The Group recognizes revenue when transferring goods to a customer, at the amount of the transaction price. Goods are considered transferred when the customer obtains control of the goods. Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring goods to a customer, excluding amounts collected on behalf of third parties. 128 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 26. Revenue - (cont’d) Significant financing component For a contract with a significant financing component, the Group recognize revenue at an amount that reflects the price that a customer would have paid for the goods if the customer had paid cash for those goods at receipt. The difference between the amount of consideration and the cash selling price of the goods, is amortized in the contract period using effective interest rate. The Group does not adjust the amount of consideration for the effects of a significant financing component if the Group expects, at contract inception, that the period between when the entity transfers a good to a customer and when the customer pays for that good will be one year or less. Sale with a right of return For sale with a right of return, the Group recognizes revenue at the amount of consideration to which the Group expects to be entitled (ie excluding the products expected to be returned). For any amounts received (or receivable) for which an entity does not expect to be entitled, the entity shall not recognize revenue when it transfers products to customers but shall recognize those amounts received (or receivable) as a refund liability. An asset recognized for the Group’s right to recover products from a customer on settling a refund liability shall initially be measured by reference to the former carrying amount of the product less any expected costs to recover those products. 27. Government grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration, including tax returns, financial subsidies and so on. A government grant is recognized only when the Group can comply with the conditions attached to the grant and the Group will receive the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. Government grants are either related to assets or income. (1) The basis of judgment and accounting method of the government grants related to assets Government grants obtained for acquiring long-term assets are government grants related to assets. A government grant related to an asset is offset with the cost of the relevant asset. (2) The basis of judgment and accounting method of the government grants related to income For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period. 129 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 27. Government grants - (cont’d) Government grants related to the Group’s normal course of business are offset with related costs and expenses. Government grants related that are irrelevant with the Groups’s normal course of business are included in non-operating gains. 28. Current and deferred tax The income tax expenses include current income tax and deferred income tax. 28.1 Current income tax At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. 28.2 Deferred tax assets and deferred tax liabilities Temporary differences are differences between the carrying amounts of certain assets or liabilities and their tax base. All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized. For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized. However, for deductible temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognized. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax laws, that are expected to apply in the period in which the asset is realized or the liability is settled. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group may be required to pay additional tax in case of distribution of dividends by the Group companies. This additional tax was not included in the financial statements, since the policy of the Group is not to distribute in the foreseeable future a dividend which creates a significant additional tax liability. Except for those current income tax and deferred tax charged to comprehensive income or shareholders’ equity in respect of transactions or events which have been directly recognized in other comprehensive income or shareholders’ equity, and deferred tax recognized on business combinations, all other current income tax and deferred tax items are charged to profit or loss in the current period. 130 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 28. Current and deferred tax - (cont’d) 28.2 Deferred tax assets and deferred tax liabilities - (cont’d) At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longer probable that sufficient taxable profits will be available in the future to allow the benefit of deferred tax assets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits will be available. 28.3 Offset of income tax When the Group has a legal right to settle current tax assets and liabilities on a net basis, and tax assets and tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to realize the assets and liabilities simultaneously, current tax assets and liabilities are offset and presented on a net basis. When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates to income taxes levied by the same taxation authority, on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis. 29. Leases Lease is a contract, that conveys the right to use an asset for a period of time in exchange for consideration. 29.1 Determining whether an arrangement contains a lease On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while assessing if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset’s use. An arrangement does not contain a lease if an asset is leased for a period of less than 12 months, or to lease of asset with low economic value. 29.2 Initial recognition of leased assets and lease liabilities Upon initial recognition, the Group recognizes a liability at the present value of future lease payments (exclude certain variable lease payments, as detailed in Note III 29.4), and concurrently the Group recognizes a right-of-use asset at the same amount, adjusted for any prepaid lease payments paid at the lease date or before, plus initial direct costs incurred in respect of the lease. 131 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 29. Leases - (cont’d) 29.2 Initial recognition of leased assets and lease liabilities - (cont’d) When the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of the lessee is used. The Group presents right-of-use assets separately from other assets in the balance sheet. 29.3 The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option, if it is reasonably certain that the lessee will exercise or not exercise the option, respectively. If there is a change in the lease term, or in the assessment of an option to purchase the underlying asset, the Group remeasures the lease liability, on the basis of the revised lease term and the revised discount rate and adjust the right-of-use assets accordingly. 29.4 Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted with a correspondence change in the right-of-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the condition that triggers payment occurs. 29.5 Subsequent measurement After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset is depreciated on a straight-line basis over the useful life or contractual lease period, whichever earlier. The Group applies ASBE8 Impairment of Assets, to determine whether the right-of-use asset is impaired and to account for any impairment loss identified. A lease liability is measured after the lease commencement date at amortized cost using the effective interest method. 30. Other significant accounting policies and accounting estimates 30.1 Hedging The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflation risks and derivatives that are not used for hedging. 132 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 30. Other significant accounting policies and accounting estimates - (cont’d) 30.1 Hedging - (cont’d) Hedge accounting The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flows that can be attributed to the hedged risk during the period for which the hedge is designated. An effective hedge exists when all of the below conditions are met: There is an economic relationship between the hedged item and the hedging instrument; the effect of credit risk does not dominate the value changes that result from that economic relationship; the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item. On the commencement date of the accounting hedge, the Group formally documents the relationship between the hedging instrument and hedged item, including the Group’s risk management objectives and strategy in executing the hedge transaction, together with the methods that will be used by the Group to assess the effectiveness of the hedging relationship. With respect to a cash-flow hedge, a forecasted transaction that constitutes a hedged item must be highly probable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss. Measurement of derivative financial instruments Derivative financial instruments are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Cash-flow hedges Subsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows are recognized through other comprehensive income directly in a hedging reserve, with respect to the part of the hedge that is effective. Regarding the portion of the hedge that is not effective, the changes in fair value are recognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit and loss in the period in which the hedged cash flows impact profit or loss and is presented in the same line item in the statement of income as the hedged item. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, the hedge accounting is discontinued. The cumulative gain or loss previously recognized in a hedging reserve through other comprehensive income remains in the reserve until the forecasted transaction occurs or is no longer expected to occur. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profit or loss. 133 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 30. Other significant accounting policies and accounting estimates - (cont’d) 30.1 Hedging - (cont’d) Economic hedge Hedge accounting is not applied with respect to derivative instruments used to economically hedge financial assets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of such derivatives are recognized in profit or loss as gain (loss) from changes in fair value. Derivatives that are not used for hedging Changes in the fair value of derivatives that are not used for hedging are recognized in profit or loss as gain (loss) from changes in fair value. 30.2 Securitization of assets Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Account receivables. 30.3 Segment reporting Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organization, management requirements and internal reporting system. Two or more operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics and are same or similar in respect of the nature of each product and service, the nature of production processes, the type or class of customers for the products and services, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting. Segment accounting policies are consistent with those for the consolidated financial statements. 30.4 Profit distributions to shareholders Dividends which are approved after the balance sheet date are not recognized as a liability at the balance sheet date but are disclosed in the notes separately. 134 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 31. Changes in significant accounting policies and accounting estimates 31.1 Changes in significant accounting policies There are no significant changes in accounting policies in the reporting period. 31.2 Changes in significant accounting estimates There are no significant changes in accounting estimates in the reporting period. 32. Significant accounting estimates and judgments The preparation of the financial statements requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates as well as underlying assumptions and uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Notes V.34, Note VIII, Note IX and Note XIII contain information about the assumptions and their risk factors relating to post-employment benefits – defined benefit plans, fair value of financial instruments and share-based payments. Other key sources of estimation uncertainty are as follows: 32.1 Expected credit loss of trade receivables As described in Note III.12, trade receivables are reviewed at each balance sheet date to determine whether credit risk on a receivable has increased significantly since initial recognition, lifetime expected losses is accrued for impairment provision. Evidence of impairment includes observable data that comes to the attention of the Group about loss events such as a significant decline in the solvency of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. If there is objective evidence of a recovery in the value of receivables which can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. 32.2 Provision for impairment of inventories As described in Note III.13, the net realisable value of inventories is under management’s regular review, and as a result, provision for impairment of inventories is recognized for the excess of inventories’ carrying amounts over their net realisable value. When making estimates of net realisable value, the Group takes into consideration the use of inventories held on hand and other information available to form the underlying assumptions, including the inventories’ market prices and the Group’s historical operating costs. The actual selling price, the costs of completion and the costs necessary to make the sale and relevant taxes may vary based on the changes in market conditions and product saleability, manufacturing technology and the actual use of the inventories, resulting in the changes in provision for impairment of inventories. The net profit or loss may then be affected in the period when the impairment of inventories is adjusted. 135 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 32. Significant accounting estimates and judgments - (cont’d) 32.3 Impairment of assets other than inventories and financial assets As described in Note III.21, if impairment indication exists, assets other than inventories and financial assets are assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable amount of the assets. If any such case exists, an impairment loss is recognized. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. Impairment exists if the carrying amount of an asset or asset group is higher than recoverable amount, the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset or asset group. In assessing the present value of estimated future cash flows, significant judgements are exercised over the asset’s production, selling price, related operating expenses and discount rate to calculate the present value. All the parameters used for estimation of the recoverable amount are based on reasonable and supportable assumptions. 32.4 Depreciation and amortisation of assets such as fixed assets and intangible assets As described in Note III.16 and III.19, assets such as fixed assets and intangible assets are depreciated and amortised over their useful lives after taking into account residual value. The estimated useful lives of the assets are regularly reviewed to determine the depreciation and amortisation costs charged in each reporting period. The useful lives of the assets are determined based on historical experience of similar assets and the estimated technical changes. If there have been significant changes in the factors used to determine the depreciation or amortisation, the rate of depreciation or amortisation is revised prospectively. 32.5 Income taxes and deferred income tax The Company and Group companies are assessed for income tax purposes in a large number of jurisdictions and, therefore, Company management is required to use considerable judgment in determining the total provision for taxes and attribution of income. When assessing whether there will be sufficient future taxable profits available against which the deductible temporary differences can be utilised, the Group recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised, using tax rates that would apply in the period when the asset would be utilised. In determining the amount of deferred tax assets, the Group makes reasonable judgements and estimates about the timing and amount of taxable profits to be utilised in the following periods, and of the tax rates applicable in the future according to the existing tax policies and other relevant regulations. If the actual timing and amount of future taxable profits or the actual applicable tax rates differ from the estimates made by management, the differences affect the amount of tax expenses. 136 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 32. Significant accounting estimates and judgments - (cont’d) 32.6 Contingent liabilities When assessing the possible outcomes of legal claims filed against the Company and its investee companies, the company positions are based on the opinions of their legal advisors. These assessments by the legal advisors are based on their professional judgment, considering the stage of the proceedings and the legal experience accumulated regarding the various matters. Since the results of the claims will be determined by the courts, the outcomes could be different from the assessments. In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt as to interpretation of the agreement and/or legal provision and/or the manner of their implementation. This exposure is brought to the Company’s attention in several ways, among others, by means of contacts made to Company personnel. In assessing the risk deriving from the unasserted claims, the Company relies on internal assessments by the parties dealing with these matters and by management, who weigh assessment of the prospects of a claim being filed, and the chances of its success, if filed. The assessment is based on experience gained with respect to the filing of claims and the analysis of the details of each claim. By their nature, in view of the preliminary stage of the clarification of the legal claim, the actual outcome could be different from the assessment made before the claim was filed. 32.7 Employee benefits The Group’s liabilities for long-term post-employment and other benefits are calculated according to the estimated future amount of the benefit to which the employee will be entitled in consideration for his services during the current period and prior periods. The benefit is stated at present value net of the fair value of the plan’s assets, based on actuarial assumptions. Changes in the actuarial assumptions could lead to material changes in the book value of the liabilities and in the operating results. 32.8 Derivative financial instruments The Group enters into transactions in derivative financial instruments for the purpose of hedging risks related to foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair value of derivative financial instruments is based on quotes from financial institutions. The reasonableness of the quotes is examined by discounting the future cash flows, based on the terms and length of the period to maturity of each contract, while using market interest rates of a similar instrument as of the measurement date. Changes in the assumptions and the calculation model could lead to material changes in the fair value of the assets and liabilities and in the results. 137 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IV. Taxation 1. Main types of taxes and corresponding tax rates The income tax rate in China is 25% (2023: 25%). The subsidiaries outside of China are assessed based on the tax laws in the country of their residence. Set forth below are the tax rates outside China relevant to the subsidiaries with significant sales to third party: Name of subsidiary Location 2024 ADAMA agriculture solutions Ltd. Israel 23.0% ADAMA Makhteshim Ltd. Israel 7.5% ADAMA Agan Ltd. Israel 16.0% ADAMA Brasil S/A Brazil 34.0% Makhteshim Agan of North America Inc. U.S. 24.3% ADAMA India Private Ltd India 25.2% ADAMA Deutschland GmbH Germany 32.5% Control Solutions Inc. U.S. 26.0% Adama Australia Pty Ltd Australia 30.0% ADAMA Northern Europe B.V. Netherlands 25.8% ADAMA Italia SRL Italy 27.9% Alligare LLC U.S. 26.1% The VAT rate of the Group's subsidiaries is in the range between 2.6% to 27%. (1) Benefits from High-Tech Certificate The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Department of Science and Technology, Department of Finance of Hubei Province and Hubei Provincial Office of the State Administration of Taxation. The applicable income tax rate for 2024 and 2023 is 15%. Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd, hereinafter - “Anpon"), a subsidiary of the Company, was jointly approved as new and high-tech enterprise, by the Jiangsu Provincial Department of Science and Technology, Department of Finance of Jiangsu Province and Jiangsu Provincial Office of the State Administration of Taxation. The applicable income tax rate for 2024 and 2023 is 15%. (2) Benefits In Israel under the Law for the Encouragement of Capital Investments The Israeli enterprises are entitled to tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959. The Israeli enterprises have retained earnings that have been generated under the status of “Approved Enterprise” or “Beneficiary Enterprise”. In the event that a dividend is distributed from these retained earnings, such dividend may be liable to tax at the time of distribution. 138 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IV. Taxation - (cont’d) 1. Main types of taxes and corresponding tax rates - (cont’d) (3) Amendment to the Law for the Encouragement of Capital Investments, 1959 Since 2013 the Israeli enterprises are taxed under the "Preferred Enterprise" regime. The benefits include a grants track for enterprises located on Area A. Tax rates on preferred income as from 2017 tax year are as follows: 7.5% for Development Area A and 16% for the rest of the country. The amendment further determined that no tax shall apply to dividend distributed out of preferred income to Israel resident company shareholder. On December 21, 2016 the Israel legislature passed the second and third reading of the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016 in which the Encouragement Law was also amended (hereinafter: “the Amendment”). The Amendment is effective as from January 1, 2017 and added new tax benefit tracks for a “preferred technological enterprise” and a “special preferred technological enterprise” which award reduced tax rates to a technological industrial enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets. The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a “special preferred technological enterprise” with respect to taxable “preferred technological income” per its definition in the Encouragement Law. Regulations that provide a nexus formula for allocating eligible profits govern these regimes. Income of a Preferred Technological Enterprise a Special Preferred Technological Enterprise will be subject to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located. On November 15, 2021 the Economic Efficiency Law (Legislative Amendments for the 2021 and 2022 Budget Years) – 2021 was published as well as a Temporary Order to the Law for the Encouragement of Capital Investments – 1959 (hereinafter: “the temporary order”), which offers a reduced tax rate arrangement to companies that received an exemption from corporate tax under the aforesaid law. The temporary order provided that companies that choose to apply the temporary order, which is effective until November 14, 2022, will be entitled to a reduced tax rate on the “release” of exempt profits (hereinafter: “the beneficiary corporate tax rate”). The release of exempt profits makes it possible to distribute them at a reduced rate of corporate tax at the company level based on the rate of the profits being distributed pursuant to the conditions set forth in the Amendment. 139 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements 1. Cash at Bank and On Hand June 30 December 31 2024 2023 Cash on hand 800 820 Deposits in banks 3,970,080 4,856,538 Other cash and bank balances 24,337 23,970 3,995,217 4,881,328 Including cash and bank balances placed outside China 3,294,684 3,916,967 As at June 30, 2024 restricted cash and bank balances was 24,337 thousand RMB (as at December 31, 2023 23,970 thousand RMB) mainly including deposits that guarantee bank acceptance drafts. 2. Financial assets held for trading June 30 December 31 2024 2023 Bank deposits 2,125 1,912 2,125 1,912 3. Derivative financial assets June 30 December 31 2024 2023 Economic hedge 206,969 833,400 Accounting hedge derivatives 15,693 16,737 222,662 850,137 4. Bills Receivable June 30 December 31 2024 2023 Post-dated checks receivable 83,882 86,303 83,882 86,303 . 140 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable a. By category June 30, 2024 Provision for expected Book value credit losses Percentage Carrying Amount (%) Amount Percentage (%) amount Account receivables assessed 442,901 5 287,194 65 155,707 individually for impairment Account receivables assessed 8,324,751 95 103,618 1 8,221,133 collectively for impairment 8,767,652 100 390,812 4 8,376,840 December 31, 2023 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed 464,335 5 280,971 61 183,364 individually for impairment Account receivables assessed 8,068,869 95 105,556 1 7,963,313 collectively for impairment 8,533,204 100 386,527 5 8,146,677 b. Aging analysis June 30, 2024 Within 1 year (inclusive) 8,276,024 Over 1 year but within 2 years 208,281 Over 2 years but within 3 years 72,679 Over 3 years but within 4 years 22,713 Over 4 years but within 5 years 25,728 Over 5 years 162,227 8,767,652 141 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) Main groups of account receivables assessed collectively for impairment based on geographical location: Geographical location A: Account receivables in geographical location A are grouped based on similar credit risk: June 30, 2024 Provision for expected Book value credit loss Percentage (%) Credit group A 853,912 3,365 0.4 Credit group B 696,645 6,029 0.9 Credit group C 193,589 8,446 4.4 Credit group D 9,636 201 2.1 1,753,782 18,041 1.0 Geographical location B: Account receivables in geographical location B are grouped based on aging analysis: June 30, 2024 Provision for expected Book value credit loss Percentage (%) Accounts receivable that are not overdue 658,567 5,850 0.9 Debts overdue less than 100 days 38,833 1,165 3 Debts overdue less than 190 days but 30,738 3,074 10 more than 100 days. Debts overdue less than 360 days but 20,086 8,034 40 more than 190 days. Debts overdue above 360 days 10,943 8,093 74 Legal Debtors 45,242 45,242 100 804,409 71,458 8.9 Other geographical locations: June 30, 2024 Provision for expected Book value credit loss Percentage (%) Other account receivables assessed 5,766,560 14,119 0.2 collectively for impairment 142 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) c. Addition, written-back and written-off of provision for expected credit losses during the period Lifetime expected credit loss (credit Lifetime expected losses has not credit loss (credit occurred) losses has occurred) Total January 1, 2024 46,543 339,984 386,527 Addition (write back) during the period, net (5,357) 22,927 17,570 Write-off during the period - 1,156 1,156 Exchange rate effect (3,186) (11,255) (14,441) Balance as of June 30, 2024 38,000 352,812 390,812 d. Five largest accounts receivable at June 30, 2024: Allowance of expected Proportion of Accounts credit losses (credit losses Name Closing balance receivable (%) has occurred) Customer 1 148,182 1.7 - Customer 2 100,160 1.1 - Customer 3 97,758 1.1 - Customer 4 94,330 1.1 - Customer 5 86,462 1 - Total 526,892 6 - e. Derecognition of accounts receivable due to transfer of financial assets Certain subsidiaries of the group entered into a securitization transaction with Rabobank International for sale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”). Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in various different currencies, to a foreign company that was set up for this purpose and that is not owned by the Adama Ltd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the Acquiring Company is financed by Cooperative Rabobank U.A.. The trade receivables included as part of the Securitization Transaction are trade receivables that meet the criteria provided in the agreement. Every year the credit facility is re approved in accordance with the Securitization Program. As at 30 June 2024, the Securitization agreement was approved up to October 25, 2024. - 143 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd) The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’s activities, as follows: during January - 300m$ (as of June-2024 2,138 million RMB), during February – 350m$ (as of June-2024 2,494 million RMB), during the months of March through August – 400m$ (as of June-2024 2,851 million RMB), during the months of September through October - 300m$ (as of June-2024 2,138 million RMB) and during the months of November through December – 275m$ (as of June-2024 1,960 million RMB). In addition the company has a permanent uncommitted facility of 50$ million (as of June 30, 2024- 356 million RMB) which will be applicable each period. The proceeds received from those customers whose debts were sold are used for acquisition of new trade receivables. The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculated based on, among other things, the expected length of the period between the date of sale of the trade receivable and its anticipated repayment date. In the month following acquisition of the debt, the Acquiring Company pays in cash most of the debt while the remainder is recorded as a subordinated note and as continuing involvement that is paid after collection of the debt sold. If the customer does not pay its debt on the anticipated repayment date, the Company bears interest up to the earlier of the date on which the debt is actually repaid or the date on which debt collection is transferred to the insurance company (the actual costs are not significant and are not expected to be significant). The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold and will not have a right of recourse to the Company in respect of the amounts paid in cash, except regarding debts with respect to which a commercial dispute arises between the companies and their customers, that is, a dispute the source of which is a claim of non-fulfillment of an obligation of the seller in the supply agreement covering the product, such as: a failure to supply the correct product, a defect in the product, delinquency in the supply date, and the like. The Acquiring Company appointed a policy manager who will manage for it the credit risk involved with the trade receivables sold, including an undertaking with an insurance company. Pursuant to the Receivables Servicing Agreement, the Group subsidiaries handle collection of the trade receivables as part of the Securitization Transaction for the benefit of the Acquiring Company. As part of the agreement, Solutions is committed to comply with certain financial covenants, mainly the ratio of the liabilities to equity and profit ratios. As of June 30, 2024, Solutions was in compliance with the financial covenants. The accounting treatment of sale of the trade receivables included as part of the Securitization Program is: The Company is not controlling the Acquiring Company, therefore the Acquiring Company is not consolidated in the financial statements. The Company continues to recognize the trade receivables included in the Securitization Program based on the extent of its continuing involvement therein. A subordinated note is recorded in respect of the portion of trade receivables included in the Securitization Program with respect to outstanding cash proceeds, however the Company has transferred the credit risk. The continuing involvement and subordinated note recorded in the balance sheet as part of the “other receivables” line item. 144 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd) The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the “financing expenses”. f. A subsidiary in Brazil (hereinafter - “the subsidiary”) entered into the following securitization agreements: (1) Since 2016, a securitization transaction with Rabobank Brazil for sale of customer receivables (hereinafter "FIDC-Donegal agreement"). Under the FIDC-Donegal agreement, the subsidiary will sell its receivables to a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the subsidiary has subordinate rights of 5% of the entity's capital. As at June 17, 2024 the FIDC-Donegal agreement was approved up to September 30, 2027. The maximum securitization scope as of June 30, 2024 is BRL 359 million (as of June 30, 2024 – 460 million RMB). On the date of the sale of the customer receivables, the entity pays the full amount which is the debt amount sold net of discount calculated, among others, over the expected length of the period between the date of sale of the customer receivable and its anticipated repayment date. The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the entity has the right of recourse to 5% of the unpaid amount. The subsidiary has a pledged deposit with regards to the entity’s right of recourse. The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its continuing involvement therein (5% right of recourse) and also recognizes an associated liability in the same amount. In "FIDC-Donegal agreement" the subsidiary handles the collection of receivables included in the securitization for the entity. (2) During 2021, the subsidiary has entered into an additional securitization agreement (hereinafter - “FIDC – Liverpool agreement”) with Itau Bank and Farm investments, for sale of customer receivables to a securitization structure that was formed for this purpose where the subsidiary has mezzanine quotes of 10.5% of the entity's capital. As at June 30, 2024 the FIDC-Liverpool agreement was approved up to November 10, 2024. The maximum securitization scope as of June 30, 2024 is BRL 332 million (as of June 30, 2024 – 426 million RMB). The entity bears 100% of the credit risk in respect of the customers whose debts were sold (non-recourse), therefore the subsidiary has no continuing involvement in those account receivables sold. In "FIDC-Liverpool agreement" the collection of receivables is being handled by the entity. In all the agreements above, the subsidiary does not control the entities and therefore the entities are not consolidated in the Group's financial statements. The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income in the “financing expenses” category. 145 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) f. Derecognition of accounts receivable due to transfer of financial assets - (cont'd) June 30 December 31 2024 2023 Accounts receivables derecognized 3,791,476 3,392,091 Continuing involvement 178,349 139,862 Subordinated note in respect of trade receivables 579,046 754,739 Liability in respect of trade receivables 243,652 32,368 Six months ended June 30 2024 2023 Loss in respect of sale of trade receivables 97,379 115,352 6. Receivables financing June 30 December 31 2024 2023 Bank acceptance draft 149,457 123,050 149,457 123,050 As at June 30, 2024, bank acceptance endorsed but not yet due amounts to 327,848 thousands RMB. 7. Prepayments (1) The aging analysis of prepayments is as follows: June 30 December 31 2024 2023 Amount Percentage (%) Amount Percentage (%) Within 1 year (inclusive) 272,214 92 290,540 95 Over 1 year but within 2 years (inclusive) 21,998 7 11,818 4 Over 2 years but within 3 years (inclusive) 2,369 1 2,925 1 Over 3 years 950 - 600 - 297,531 100 305,883 100 (2) Total of five largest prepayments by debtor at the end of the period: Percentage of prepayments Amount (%) June 30, 2024 58,849 20 146 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 8. Other Receivables (1) Other receivables by nature June 30 December 31 2024 2023 Dividend receivable 2,345 - Others 859,787 1,054,302 862,132 1,054,302 a. Others breakdown by categories June 30 December 31 2024 2023 Subordinated note in respect of trade receivables 579,046 754,739 Trade receivables as part of securitization transactions not yet eliminated 178,349 139,862 Financial institutions - 44,429 Other 138,954 154,080 Sub total 896,349 1,093,110 Provision for expected credit losses - other receivables (36,562) (38,808) 859,787 1,054,302 b. Other receivables by aging June 30 2024 Within 1 year (inclusive) 849,179 Over 1 year but within 2 years 5,555 Over 2 years but within 3 years 31,033 Over 3 years but within 4 years 2,541 Over 4 years but within 5 years 1,403 Over 5 years 6,638 896,349 (2) Additions, recovery or reversal and written-off of provision for expected credit losses during the period: Six months ended June 30, 2024 Balance as of January 1 2024, 38,808 Addition (written back) during the period (1,894) Write-off during the period (534) Exchange rate effect 182 Balance as of June 30, 2024 36,562 147 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 8. Other Receivables – (cont'd) (3) Five largest other receivables at June 30, 2024: Allowance of Proportion of other expected credit Name Closing balance receivables (%) losses Party 1 579,045 65 - Party 2 3,284 0 1,642 Party 3 3,157 0 - Party 4 3,125 0 3,125 Party 5 2,899 0 2,899 Total 591,510 65 7,666 9. Inventories - (1) Inventories by category: June 30, 2024 Provision for Book value impairment Carrying amount Raw materials 3,499,031 21,932 3,477,099 Work in progress 1,847,534 3,833 1,843,701 Finished goods 6,719,963 232,780 6,487,183 Others 518,507 10,099 508,408 12,585,035 268,644 12,316,391 December 31, 2023 Provision for Book value impairment Carrying amount Raw materials 3,062,950 20,940 3,042,010 Work in progress 1,834,185 6,277 1,827,908 Finished goods 8,089,285 368,489 7,720,796 Others 507,676 9,633 498,043 13,494,096 405,339 13,088,757 148 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 9. Inventories - (cont'd) (2) Provision for impairment of inventories: For the Six months ended June 30, 2024 January 1, Reversal or 2024 Provision write-off Other June 30, 2024 Raw material 20,940 12,413 (11,479) 58 21,932 Work in progress 6,277 3,716 (6,170) 10 3,833 Finished goods 368,489 148,926 (285,004) 369 232,780 Others 9,633 2,442 (2,026) 50 10,099 405,339 167,497 (304,679) 487 268,644 10. Other Current Assets June 30 December 31 2024 2023 Deductible VAT 720,449 667,550 Current tax assets 397,205 210,362 Judicial deposits 117,884 - Short term investments 78,103 158,603 Others 45,505 47,199 1,359,146 1,083,714 11. Long-Term Receivables June 30 December 31 2024 2023 Long term account receivables from sale of goods 55,147 68,752 55,147 68,752 149 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 12. Long-Term Equity Investments (1) Long-term equity investments by category: June 30 December 31 2024 2023 Joint venture 1,781 1,437 Associate 27,524 30,037 29,305 31,474 (2) Movements of long-term equity investments for the period are as follows: Other Declared January 1, Investment Comprehensive distribution of Balance at the 2024 income income cash dividend end of the period Joint venture Investee A 1,437 334 10 - 1,781 Sub-total 1,437 334 10 - 1,781 Associate Investee B 30,037 4,084 (3,912) (2,685) 27,524 Sub-total 30,037 4,084 (3,912) (2,685) 27,524 Sub-total 31,474 4,418 (3,902) (2,685) 29,305 13. Other equity investments December 31, Dividend received June 30, 2024 2023 during 2024 Investment A 54,299 54,299 - Investment B 76,378 75,905 - Investment C 1,902 1,814 - 132,579 132,018 - Other equity investments are non-core businesses that are intended to be held in the foreseeable future. 150 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 14. Fixed assets Land & Machinery & Office & other Buildings equipment Motor vehicles equipment Total Cost Balance as at January 1, 2024 4,626,458 18,283,359 197,330 491,189 23,598,336 Purchases 45,295 25,460 18,815 10,911 100,481 Transfer from construction in progress 28,983 168,050 36 3,236 200,305 Classification 75,434 (75,434) - - - Disposals (167,198) (165,512) (9,528) (4,078) (346,316) Currency translation adjustment (179) 59,654 (695) (380) 58,400 Balance as at June 30, 2024 4,608,793 18,295,577 205,958 500,878 23,611,206 Accumulated depreciation Balance as at January 1, 2024 (1,945,331) (10,710,652) (80,992) (382,062) (13,119,037) Charge for the period (76,609) (419,217) (15,934) (19,260) (531,020) Disposals 114,508 114,112 7,720 3,192 239,532 Currency translation adjustment (1,264) (36,463) 186 201 (37,340) Balance as at June 30, 2024 (1,908,696) (11,052,220) (89,020) (397,929) (13,447,865) Provision for impairment Balance as at January 1, 2024 (139,412) (298,015) (757) (1,002) (439,186) Charge for the period - - - - - Disposals 37,927 38,218 50 9 76,204 Currency translation adjustment (126) (123) - - (249) Balance at June 30, 2024 (101,611) (259,920) (707) (993) (363,231) Carrying amounts As at June 30, 2024 2,598,486 6,983,437 116,231 101,956 9,800,110 As at January 1, 2024 2,541,715 7,274,692 115,581 108,125 10,040,113 The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China. 151 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 15. Construction in Progress (1) Construction in progress June 30 December 31 2024 2023 Provision for Provision for Book value impairment Carrying amount Book value impairment Carrying amount 3,008,771 (309,413) 2,699,358 2,829,054 (321,726) 2,507,328 (2) Details and Movements of major construction projects in progress during period ended June 30, 2024 Actual Including: Currency Transfer cost to Project January Interest translation to fixed June 30, budget progress Budget 1, 2024 Additions capitalized differences assets Impairment 2024 (%) (%) Source of funds Project A 1,198,885 120,757 3,227 - - (853) - 123,131 67% 67% Bank loan Project B 762,283 671,666 20,570 22,453 4,313 - - 719,002 94% 94% Internal finance Project C 184,010 38,915 1,724 - - (17,903) - 22,736 86% 86% Internal finance Project D 954,991 607,852 79,302 16,569 4,075 - - 707,798 74% 74% Internal finance Project E 73,157 34,924 12,086 1,378 258 - - 48,646 66% 66% Internal finance * As of June 30, 2024 Project A and Project C are include impairment of RMB 14 million and 35 million, respectively. 152 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 16. Right-of-use assets Land & Machinery & Office & other Buildings equipment Motor vehicles equipment Total Cost Balance as at January 1, 2024 726,499 51,017 322,596 4,157 1,104,269 Additions 25,389 412 29,014 1,023 55,838 Decrease (9,874) (13,631) (55,236) - (78,741) Currency translation adjustment (5,139) 237 265 30 (4,607) Balance as at June 30, 2024 736,875 38,035 296,639 5,210 1,076,759 Accumulated depreciation Balance as at January 1, 2024 (279,092) (29,775) (167,772) (2,395) (479,034) Charge for the period (50,103) (839) (45,527) (469) (96,938) Decrease 8,617 13,639 51,667 - 73,923 Currency translation adjustment 1,126 (151) 70 97 1,142 Balance as at June 30, 2024 (319,452) (17,126) (161,562) (2,767) (500,907) Provision for impairment Balance as at January 1, 2024 - - - - - Balance as at June 30, 2024 - - - - - Carrying amounts As at June 30, 2024 417,423 20,909 135,077 2,443 575,852 As at January 1, 2024 447,407 21,242 154,824 1,762 625,235 153 ADAMA LTD. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 17. Intangible Assets Marketing Intangible assets rights, Product on Purchase of tradename and Customers registration Products Software trademarks relations Land use rights (1) Others(2) Total Costs Balance as at January 1, 2024 12,960,211 4,253,374 1,397,364 840,382 642,323 507,017 639,166 21,239,837 Purchases 130,343 - 42,923 - - - 10,616 183,882 Currency translation adjustment 63,573 26,476 7,509 4,443 2,187 244 2,642 107,074 Disposal (2,536) - (462) - - (456) - (3,454) Balance as at June 30, 2024 13,151,591 4,279,850 1,447,334 844,825 644,510 506,805 652,424 21,527,339 Accumulated amortization Balance as at January 1, 2024 (10,230,451) (3,347,148) (833,093) (562,706) (365,028) (106,913) (289,850) (15,735,189) Charge for the period (269,195) (108,967) (50,433) (11,019) (21,104) (5,171) (5,708) (471,597) Currency translation adjustment (57,631) (21,128) (4,528) (2,775) (1,006) (879) (1,164) (89,111) Disposal 2,514 - 320 - - 6 - 2,840 Balance as at June 30, 2024 (10,554,763) (3,477,243) (887,734) (576,500) (387,138) (112,957) (296,722) (16,293,057) Provision for impairment Balance as at January 1, 2024 (105,487) (78,937) (49) - - (276) (1,618) (186,367) Charge for the period (65,077) - - - - - - (65,077) Currency translation adjustment 3,342 (464) - - - (2) - 2,876 Others 1,591 8,090 - - - - - 9,681 Balance as at June 30, 2024 (165,631) (71,311) (49) - - (278) (1,618) (238,887) Carrying amount As at June 30, 2024 2,431,197 731,296 559,551 268,325 257,372 393,570 354,084 4,995,395 As at January 1, 2024 2,624,273 827,289 564,222 277,676 277,295 399,828 347,698 5,318,281 (1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office, mostly due to registration procedures or technical problems. (2) Mainly non-compete and exclusivity agreements. 154 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 18. Goodwill Changes in goodwill The Group allocates goodwill to two cash generating units ("CGU"), Crop Protection (Agro) and a non-core activity included in the Intermediates and ingredients segment. At the end of the year, or more frequently whether indicators for impairment exists, the Group estimates the recoverable amount of each CGU for which goodwill has been allocated to using the DCF model, based on: The actual results of 2023, 2024 workplan and the forecast results for the next 4 years. The discount rate (9% WAAC) based on the company's cost of equity and cost of debt, taking into account the comprehensive risk factors. The annual growth rate (1.5%) based on the management projections and market expectations. As of December 31, 2023 the value in use of the cash generating units to which goodwill has been allocated to exceeds its carrying amount. Change Currency January 1, during the translation Balance at 2024 year adjustment June 30, 2024 Book value 5,001,538 - 30,342 5,031,880 Impairment provision - - - - Carrying amount 5,001,538 - 30,342 5,031,880 19. Deferred Tax Assets and Deferred Tax Liabilities (1) Deferred tax assets without taking into consideration of the offsetting of balances within the same tax jurisdiction June 30 December 31 2024 2023 Deductible Deductible temporary Deferred tax temporary Deferred tax differences assets differences assets Deferred tax assets Deferred tax assets in respect of carry forward losses 4,176,525 809,700 3,544,797 775,364 Deferred tax assets in respect of inventories 2,119,278 537,436 2,387,244 643,527 Deferred tax assets in respect of employee benefits 673,856 116,473 829,840 132,616 Other deferred tax asset 1,995,263 490,207 2,161,309 521,143 8,964,922 1,953,816 8,923,190 2,072,650 155 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 19. Deferred Tax Assets and Deferred Tax Liabilities - (cont’d) (2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the same tax jurisdiction June 30 December 31 2024 2023 Taxable Taxable temporary Deferred tax temporary Deferred tax differences liabilities differences liabilities Deferred tax liabilities Deferred tax liabilities in respect of fixed assets, intangible assets and right-of-use assets 4,392,349 796,751 4,159,172 768,112 4,392,349 796,751 4,159,172 768,112 (3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting June 30 December 31 2024 2023 The offset The offset amount of Deferred tax amount of Deferred tax deferred tax assets or deferred tax assets or assets and liabilities assets and liabilities after liabilities after offset liabilities offset Presented as: Deferred tax assets 504,905 1,448,911 471,009 1,601,641 Deferred tax liabilities 504,905 291,846 471,009 297,103 (4) Details of unrecognized deferred tax assets June 30 December 31 2024 2023 Deductible temporary differences 754,910 803,476 Deductible losses carry forward 3,089,981 1,819,005 3,844,891 2,622,481 (5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets June 30 December 31 2024 2023 2024 1,946 36,433 2025 21,922 6,389 2026 169,634 169,594 2027 19,169 19,120 2028 259,646 259,603 After 2028 2,617,664 1,327,866 3,089,981 1,819,005 156 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 19. Deferred Tax Assets and Deferred Tax Liabilities - (cont'd) (6) Unrecognized deferred tax liabilities When calculating the deferred taxes, taxes that would have applied in the event of realizing investments in subsidiaries were not taken into account since it is the Company’s intention to hold these investments and not realize them. 20. Other Non-Current Assets June 30 December 31 2024 2023 Judicial deposits 124,363 207,027 Long term investments 75,031 - Assets related to securitization 72,544 81,423 Advances in respect of non-current assets 29,118 18,003 Others 98,178 128,762 399,234 435,215 21. Short-Term Loans Short-term loans by category: June 30 December 31 2024 2023 Unsecured loans 4,597,378 5,733,522 4,597,378 5,733,522 22. Derivative financial liabilities June 30 December 31 2024 2023 Economic hedge 272,059 590,442 Accounting hedge derivatives 8,459 17,345 280,518 607,787 157 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 23. Bills Payables June 30 December 31 2024 2023 Post-dated checks payables 269,251 481,645 Note payables draft 155,242 131,862 424,493 613,507 As at June 30, 2024, none of the bills payable are overdue. 24. Accounts payable June 30 December 31 2024 2023 Within 1 year (including 1 year) 4,945,694 4,590,057 1-2 years (including 2 years) 18,614 23,467 2-3 years (including 3 years) 12,104 14,445 Over 3 years 23,087 21,764 4,999,499 4,649,733 There are no significant accounts payables aging over one year. 25. Contract liabilities June 30 December 31 2024 2023 Discount for customers 1,197,417 952,123 Advances from customers 192,300 562,242 1,389,717 1,514,365 26. Employee Benefits Payable June 30 December 31 2024 2023 Short-term employee benefits 480,324 500,932 Post-employment benefits 42,641 60,438 Share based payment (See note XIII) 1,122 18,401 Other benefits within one year 202,790 200,144 726,877 779,915 Current maturities 56,062 67,124 782,939 847,039 158 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 27. Taxes Payable June 30 December 31 2024 2023 Corporate income tax 317,938 197,983 VAT 200,741 179,471 Others 31,646 29,776 550,325 407,230 28. Other Payables June 30 December 31 2024 2023 Dividends payables 750 750 Other payables 1,772,634 1,468,569 1,773,384 1,469,319 (1) Other payables June 30 December 31 2024 2023 Accrued expenses 806,332 721,034 Hold-back payment due to acquistions 131,000 131,000 Payables in respect of intangible assets 50,394 115,214 Financial institutions 48,676 50,032 Liability in respect of securitization transactions 243,652 32,368 Others 492,580 418,921 1,772,634 1,468,569 29. Non-Current Liabilities Due Within One Year Non-current liabilities due within one year by category are as follows: June 30 December 31 2024 2023 Long-term loans due within one year 1,279,559 1,552,217 Debentures payable due within one year 570,344 576,638 Lease liabilities due within one year 164,048 169,033 2,013,951 2,297,888 159 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 30. Other Current Liabilities June 30 December 31 2024 2023 Put options to holders of non-controlling interests 484,045 468,514 Provision in respect of returns 199,180 271,629 Provision in respect of claims 198,717 13,294 Others 378 390 882,320 753,827 31. Long-Term Loans Long-term loans by category June 30 December 31 2024 Interest range 2023 Interest range Long term loans Guaranteed loans 368,063 3.20%-3.40% 383,795 3.55%-3.75% Unsecured loans 3,803,141 1.73%-9.79% 4,054,361 1.73%-9.28% Total Long term loans 4,171,204 4,438,156 Less: Long term loans from banks due within 1 year (1,279,559) (1,552,217) Long term loans, net 2,891,645 2,885,939 * For more detailes regarding the guaranteed loans – see note X. related parties and related parties transactions. For the maturity analysis, see note VIII.C - Liquidity risk. 32. Debentures Payable June 30 December 31 2024 2023 Debentures Series B 7,414,510 7,496,061 Current maturities (570,344) (576,638) 6,844,166 6,919,423 June 30 2024 First year (current maturities) 570,344 Second year 570,344 Third year 570,344 Fourth year 570,344 Fifth year and thereafter 5,133,134 7,414,510 160 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 32. Debentures Payable - (cont'd) Movements of debentures payable: For the Six months ended June 30, 2024: Balance at Amortization CPI and Repayment Currency Balance at Maturity Face value Face value Issuance Maturity Issuance January 1, of discounts exchange during the translation June 30, period in RMB NIS date period amount 2024 or premium rate effect period adjustment 2024 Debentures November Series B 2,673,640 1,650,000 4.12.2006 2020-2036 3,043,742 3,145,201 128 (52,650) - 19,431 3,112,110 Debentures November Series B 843,846 513,527 16.1.2012 2020-2036 842,579 947,332 5,037 (16,020) - 5,864 942,213 Debentures November Series B 995,516 600,000 7.1.2013 2020-2036 1,120,339 1,168,256 2,188 (19,679) - 7,219 1,157,984 Debentures November Series B 832,778 533,330 1.2.2015 2020-2036 1,047,439 1,089,440 (1,329) (18,350) - 6,721 1,076,482 Debentures November Series B 418,172 266,665 1-6.2015 2020-2036 556,941 588,749 (3,609) (9,911) - 3,624 578,853 Debentures November Series B 497,989 246,499 5.5.2020 2020-2036 692,896 557,083 (4,249) (9,392) - 3,426 546,868 7,496,061 (1,834) (126,002) - 46,285 7,414,510 Series B debentures, in amount of NIS 3,810 million par value (3,730 million par value, net of self-purchased), linked to the CPI and bear interest at the base annual rate of 5.15%. The debenture principal shall be repaid in 17 equal payments in the years 2020 through 2036. 161 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 33. Lease liabilities June 30 December 31 2024 Interest range 2023 Interest range Lease liabilities 611,863 1.0%-15.4% 664,492 1.1%-15.3% Less: Lease liabilities due within one year (164,048) (169,033) Long term lease liabilities, net 447,815 495,459 34. Long-Term Employee Benefits Payable Post-employment benefit plans – defined benefit plan and early retirement June 30 December 31 2024 2023 Total present value of obligation 486,619 525,316 Less: fair value of plan's assets (51,648) (59,884) Net liability related to Post-employment benefits 434,971 465,432 Termination benefits 60,716 67,853 Total recognized liability for defined benefit plan, net (1) 495,687 533,285 Other long-term employee benefits 132,115 205,369 Total long-term employee benefits, net 627,802 738,654 Including: Long-term employee benefits payable due within one year 56,062 67,124 571,740 671,530 (1) Movement in the net liability and assets in respect of defined benefit plans, early retirement and their components Defined benefit obligation and early Fair value of plan's retirement assets Total 2024 2023 2024 2023 2024 2023 Balance as at January 1, 2024 593,169 632,332 59,884 70,001 533,285 562,331 Expense/income recognized in profit and loss: Current service cost 10,685 17,410 - - 10,685 17,410 Past service cost 1,158 1,724 - 1,717 1,158 7 Interest costs 10,624 10,046 1,286 1,295 9,338 8,751 Losses on curtailments and settlements 8,696 10,221 - - 8,696 10,221 Changes in exchange rates (15,145) (22,559) (2,032) (3,206) (13,113) (19,353) Actuarial losses due to early retirement (105) 122 - - (105) 122 Included in other comprehensive income: Actuarial gain (losses) as a result of changes in actuarial assumptions (10,583) (17,680) (938) (1,766) (9,645) (15,914) Foreign currency translation differences in respect of foreign operations 3,082 21,971 340 2,276 2,742 19,695 Additional movements: Benefits paid (54,040) (37,361) (7,304) (3,330) (46,736) (34,031) Classification to termination (206) (14,861) - (4,211) (206) (10,650) Contributions paid by the Group - - 412 623 (412) (623) Balance as at June 30, 2024 547,335 601,365 51,648 63.399 495,687 537,966 162 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 34. Long-Term Employee Benefits Payable - (cont'd) Post-employment benefit plans – defined benefit plan and early retirement - (cont'd) (2) Actuarial assumptions and sensitivity analysis The principal actuarial assumptions at the reporting date for defined benefit plan June 30 December 31 2024 2023 Discount rate (%)* 2.4%-3% 2.6%-2.8% * According to the demographic and the benefit components. The assumptions regarding the future mortality rate are based on published statistical data and acceptable mortality rates. Possible reasonable changes as of the date of the report in the discount rate, assuming the other assumptions remain unchanged, would have affected the defined benefit obligation as follows: As of June 30, 2024 Increase of 1% Decrease of 1% Change in defined benefit obligation (41,293) 49,936 35. Provisions June 30 December 31 2024 2023 Liabilities in respect of contingencies* 173,318 182,172 Provision in respect of site restoration 138,341 62,889 Long-term liability in respect of business combinations 3,307 52,929 Other 1,269 1,261 316,235 299,251 * Liabilities in respect of contingencies includes obligations of pending litigations, where an outflow of resources had been reliably estimated. 163 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 36. Other Non-Current Liabilities June 30 December 31 2024 2023 Put options to holders of non- controlling interests 362,119 566,433 Long term loans – others 2,356,334 2,354,133 2,718,453 2,920,566 Current maturities - - 2,718,453 2,920,566 37. Share Capital Balance at Issuance of new Balance at January 1, 2024 shares Buyback of shares June 30, 2024 Share capital 2,329,812 - - 2,329,812 38. Capital Reserve Balance at Additions during Reductions during Balance at January 1, 2024 the period the period June 30, 2024 Share premiums 12,606,562 - - 12,606,562 Other capital reserve 343,902 - - 343,902 12,950,464 - - 12,950,464 164 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 39. Other Comprehensive Income, net of tax Attributable to shareholders of the company Less: Balance at transfer Less: January 1, Before tax to profit Income tax Net-of-tax Balance at June 2024 amount or loss expenses amount 30, 2024 Items that will not be reclassified to profit or loss 82,945 9,645 - 1,123 8,522 91,467 Re-measurement of changes in liabilities under defined benefit plans 54,270 9,645 - 1,123 8,522 62,792 Changes in fair value of other equity investment 28,675 - - - - 28,675 Items that may be reclassified to profit or loss 1,592,951 11,439 22,143 1,552 (12,256) 1,580,695 Effective portion of gain or loss of cash flow hedge (1,639) 29,978 22,143 1,552 6,283 4,644 Translation difference of foreign financial statements 1,594,590 (18,539) - - (18,539) 1,576,051 1,675,896 21,084 22,143 2,675 (3,734) 1,672,162 40. Surplus reserve Additions Reductions Balance at during the during the Balance at January 1, 2024 period period June 30, 2024 Statutory surplus reserve 269,803 - - 269,803 Discretional surplus reserve 3,814 - - 3,814 273,617 - - 273,617 165 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 41. Retained Earnings 2024 2023 Retained earnings as at January 1 4,678,091 6,469,604 Net loss for the period attributable to shareholders of the Company (894,866) (242,156) Dividends to non-controlling Interest (34,892) (18,763) Dividend to the shareholders of the company (Note 1) - (62,905) Retained earnings as at June 30 3,748,333 6,145,780 Note 1: On March 19, 2023, after obtaining the approval of the 19th meeting of the Company's 9th Board of Directors, the Company declared RMB 0.27 (before tax) per 10 shares as cash dividend to all shareholders, resulting in a total cash dividend of 62,905 thousand RMB (before tax). No shares were distributed as share dividend and no reserve was transferred to equity capital. 166 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 42. Operating Income and Cost of Sales Six months ended June 30 Six months ended June 30 2024 2023 Income Cost of sales Income Cost of sales Principal activities 14,887,442 11,465,990 17,232,976 13,349,948 Other businesses 22,847 8,084 20,225 8,779 14,910,289 11,474,074 17,253,201 13,358,727 43. Taxes and Surcharges Six months ended June 30 2024 2023 Tax on turnover 13,009 16,382 Others 35,349 35,038 48,358 51,420 44. Selling and Distribution Expenses Six months ended June 30 2024 2023 Salaries and related expense 1,013,080 972,566 Depreciation and amortization 507,333 476,152 Advertising and sales promotion 156,657 179,661 Warehouse expenses 76,853 98,906 Registration 65,733 69,834 Travel expenses 63,152 72,342 Professional services 56,684 56,550 Insurance 48,859 47,574 Others 375,025 187,614 2,363,376 2,161,199 167 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 45. General and Administrative Expenses Six months ended June 30 2024 2023 Salaries and related expenses 257,344 157,127 Professional services 68,482 61,710 IT systems 60,008 61,002 Depreciation and amortization 57,725 55,710 Cost contribution arrangement 31,604 39,065 Office rent, maintenance and expenses 18,822 22,964 Other 42,281 63,568 536,266 461,146 46. Research and development expenses Six months ended June 30 2024 2023 Salaries and related expenses 122,214 134,457 Depreciation and amortization 31,207 38,407 Professional services 13,149 23,639 Field trial 11,155 21,526 Materials 10,807 13,741 Office rent, maintenance and expenses 7,000 5,416 Other 22,575 25,192 218,107 262,378 47. Financial expenses (incomes), net Six months ended June 30 2024 2023 Interest expenses on debentures and loans and other charges 542,663 562,720 CPI expenses in respect of debentures 138,427 184,710 Loss in respect of sale of trade receivables 97,379 115,352 Interest expense in respect of post-employment benefits and early retirement, net 10,849 11,287 Revaluation of put option, net (190,694) 83,584 Interest income from customers, banks and others (130,667) (134,254) Exchange rate differences, net 42,455 (414,163) Interest expense on lease liabilities 20,205 16,132 Others 93,030 30,487 623,647 455,855 168 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 48. Investment income, net Six months ended June 30 2024 2023 Income from long-term equity investments accounted for using the equity method 4,418 3,439 Other - 6,651 4,418 10,090 49. Loss from Changes in Fair Value Six months ended June 30 2024 2023 Loss from changes in fair value of derivative financial Instruments (204,837) (775,528) Others 8,345 (6,690) (196,492) (782,218) 50. Credit impairment reversal (losses) Six months ended June 30 2024 2023 Bills receivable and accounts receivable (17,570) 865 Other receivables 1,894 7,625 (15,676) 8,490 51. Asset impairment losses Six months ended June 30 2024 2023 Inventories 8,938 (105,197) Fixed assets - (690) Construction in progress (2,995) - Intangible asset (65,077) - (59,134) (105,887) 169 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 52. Gain from Disposal of Assets Six months ended June 30 Included in non-recurring 2024 2023 items Gain from disposal of fixed assets 18,370 23,402 18,370 Loss from disposal of intangible assets (153) - (153) 18,217 23,402 18,217 53. Income Tax Expenses (incomes) Six months ended June 30 2024 2023 Current year 160,810 286,525 Deferred tax expenses (income) 148,269 (367,924) Adjustments for previous years, net 14,357 4,966 323,436 (76,433) (1) Reconciliation between income tax expense and accounting profit is as follows: Six months ended June 30 2024 2023 Loss before taxes (571,430) (318,589) Statutory tax in china 25% 25% Tax calculated according to statutory tax in china (142,858) (79,647) Tax benefits from Approved Enterprises (16,702) (14,942) Difference between measurement basis of income for financial statement and for tax purposes 81,121 (28,110) Taxable income (loss) and temporary differences at other tax rate 55,568 (128,074) Taxes in respect of prior years 14,357 4,966 Utilization of tax losses prior years for which deferred taxes were not created (7,009) (5,308) Temporary differences and losses in the report year for which deferred taxes were not created 172,664 14,398 Non-deductible expenses, non-taxable income and other difference, net (17,312) 93,470 Neutralization of tax calculated in respect of the Company’s share in results of equity accounted investees (1,474) (931) Effect of change in tax rate in respect of deferred taxes 151,281 66,971 Creation and reversal of deferred taxes for tax losses and temporary differences from previous years 33,800 774 Income tax expenses (incomes) 323,436 (76,433) 54. Other comprehensive income Details of the Other comprehensive income are set out in Note V.39 170 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 55. Government grants Amount recognized in the profit and loss statements during the Six months ended June 30 Category Presentation accounts 2024 2023 Government grants related to income Non-Operating income 2,299 11,665 Government grants related to assets Fixed assets, Intangible assets 6,352 7,388 56. Notes to items in the cash flow statements (1) Cash received relating to other operating activities Six months ended June 30 2024 2023 Interest income 56,151 80,270 Financial institutions 83,292 38,020 Government subsidies 2,299 12,883 Others 151,086 69,838 292,828 201,011 (2) Cash paid relating to other operating activities Six months ended June 30 2024 2023 Derivatives transactions 223,110 225,818 Advertising and sales promotion 154,594 167,451 Professional services 149,886 164,944 Commissions and Warehouse 95,631 118,902 IT and Communication 105,993 114,304 Registration and Field trials 79,681 85,831 Travel 51,867 83,184 Insurance 51,790 70,183 Financial institutions - 67,142 Others 479,162 444,295 1,391,714 1,542,054 (3) Cash received relating to other investing activities Six months ended June 30 2024 2023 Investment grant - 16,643 - 16,643 171 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 56. Notes to items in the cash flow statements - (cont'd) (4) Cash paid relating to other investing activities Six months ended June 30 2024 2023 Increase in short and long term investments 107,950 - 107,950 - (5) Cash received from other financing activities Six months ended June 30 2024 2023 Borrowing from related party * 355,148 1,393,370 Proceeds in respect of hedging transactions on debentures 403,236 - Deposit for issuing bills payables 23,267 34,932 781,651 1,428,302 * For more detailes regarding the borrowing from related party – see note X. related parties and related parties transactions. (6) Cash paid relating to other financing activities Six months ended June 30 2024 2023 Payment in respect of hedging transactions on debentures 145,548 347,870 Repayment of lease liability 91,643 86,608 Deposit for issuing bills payable 23,634 3,210 Repayment of loan from others 460 625 Realization of Call option - 116,311 261,285 554,624 172 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 57. Supplementary Information on Cash Flow Statement (1) Supplementary information on Cash Flow Statement a. Reconciliation of net profit to cash flows from operating activities: Six months ended June 30 2024 2023 Net loss (894,866) (242,156) Add: Impairment provisions for assets 59,134 105,887 Credit impairment losses (reversal) 15,676 (8,490) Depreciation of fixed assets and investment property 531,833 487,815 Depreciation of right-of-use asset 96,938 93,719 Amortization of intangible asset 471,597 449,372 Gains on disposal of fixed assets, intangible assets, and other long- term assets, net (18,217) (23,402) Losses from changes in fair value 196,492 782,218 Financial expenses 160,503 329,817 Investment income, net (4,418) (10,090) Decrease (increase) in deferred tax assets, net 153,953 (350,613) Decrease in deferred tax liabilities, net (5,684) (17,311) Decrease in inventories, net 764,477 905,851 Increase in operating receivables, net (881,861) (752,091) Increase (decrease) in operating payables, net 1,103,531 (1,786,212) Others (17,970) (29,190) Net cash flow provided by (used in) operating activities 1,731,118 (64,876) b. Net increase (decrease) in cash and cash equivalents Six months ended June 30 2024 2023 Closing balance of cash and cash equivalents 3,970,880 4,570,537 Less: Opening balance of cash and cash equivalents 4,857,358 4,225,253 Increase (decrease) in cash and cash equivalents (886,478) 345,284 173 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 57. Supplementary Information on Cash Flow Statement - (cont'd) (2) Details of cash and cash equivalents June 30 December 31 2024 2023 Cash on hand 800 820 Bank deposits available on demand without restrictions 3,970,080 4,856,538 3,970,880 4,857,358 58. Assets with Restricted Ownership or Right of Use June 30 2024 Reason Cash 24,337 Pledged Other current assets 117,884 Guarantees Other non-current assets 124,363 Guarantees 266,584 174 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 59. Foreign currencies denominated items (1) Foreign currencies denominated items As at June 30, 2024 Foreign currency at the end of the RMB at the end of period Exchange rate the period Cash and bank balances BRL 402,898 1.282 516,515 CNY 347,089 1.000 347,089 EUR 18,891 7.622 143,986 PLN 76,826 1.768 135,829 USD 16,654 7.127 118,694 RON 33,863 1.533 51,912 ARS 6,089,851 0.008 48,719 ZAR 114,117 0.386 44,049 ILS 21,221 1.896 40,235 RUB 302,503 0.083 25,108 GBP 2,723 9.007 24,527 CAD 4,028 5.197 20,931 Other 224,161 Total 1,741,755 Bills and Accounts receivable EUR 107,334 7.622 818,100 BRL 619,364 1.282 794,025 TRY 2,067,659 0.217 448,682 RON 190,071 1.533 291,379 CAD 51,359 5.197 266,913 HUF 9,120,804 0.019 173,295 USD 15,350 7.127 109,398 THB 411,582 0.193 79,435 ILS 29,076 1.896 55,128 Other 176,616 Total 3,212,971 Other receivables EUR 28,867 7.622 220,023 AUD 45,486 4.727 215,012 GBP 7,377 9.007 66,448 BRL 37,224 1.282 47,721 23,719 1.896 44,971 Other 18,235 Total 612,410 175 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 59. Foreign currencies denominated items - (cont'd) (1) Foreign currencies denominated items - (cont'd) As at June 30, 2024 Foreign currency at RMB at the end of the end of the period Exchange rate the period Other current assets BRL 141,713 1.282 181,676 USD 16,650 7.127 118,661 ILS 48,663 1.896 92,265 ARS 11,213,129 0.008 89,705 EUR 9,148 7.622 69,724 CAD 5,717 5.197 29,712 CLP 3,431,554 0.008 27,452 PEN 12,229 1.859 22,734 RUB 213,632 0.083 17,731 UAH 88,883 0.176 15,643 INR 118,724 0.085 10,092 Other 97,366 Total 772,761 Long-term receivables BRL 43,016 1.282 55,147 Total 55,147 Other non-current assets BRL 192,301 1.282 246,530 Other 6,552 Total 253,082 Short-term loans UAH 49,968 0.176 8,794 ARS 1,096,636 0.008 8,773 TRY 19,870 0.217 4,312 Total 21,879 Bills and Accounts payable ILS 441,181 1.896 836,480 EUR 42,979 7.622 327,585 BRL 107,747 1.282 138,132 USD 12,383 7.127 88,252 Other 94,295 Total 1,484,744 Other payables ILS 78,277 1.896 148,414 BRL 71,429 1.282 91,572 PLN 24,582 1.768 43,461 ILS CPI 16,520 1.896 31,322 UAH 140,552 0.176 24,737 Other 41,554 Total 381,060 176 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 59. Foreign currencies denominated items - (cont'd) (1) Foreign currencies denominated items - (cont'd) As at June 30, 2024 Foreign currency at the end of the RMB at the end of period Exchange rate the period Contract liabilities EUR 54,596 7.622 416,134 CAD 41,200 5.197 214,118 TRY 353,811 0.217 76,777 BRL 49,493 1.282 63,450 Other 93,924 Total 864,403 Non-current liabilities due within one year ILS CPI 319,398 1.896 605,578 EUR 30,910 7.622 235,598 Other 44,635 Total 885,811 Other current liabilities EUR 31,142 7.622 237,365 Other 1,447 Total 238,812 Debentures payable ILS CPI 3,609,792 1.896 6,844,165 Total 6,844,165 Provision and Long-term payables BRL 119,571 1.282 153,290 EUR 373 7.622 2,844 ILS 41,348 1.896 78,395 Total 234,529 Other non-current liabilities and lease liabilities CNY 2,000,000 1.000 2,000,000 ILS CPI 35,980 1.896 68,218 EUR 6,459 7.622 49,232 Other 36,982 Total 2,154,432 177 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 59. Foreign currencies denominated items - (cont'd) (2) Major foreign operations Registration & Principal place of Functional Name of the Subsidiary business Business nature currency ADAMA France S.A.S France Distribution USD ADAMA Brasil S/A Brazil Manufacturing; Distribution; USD Registration ADAMA Deutschland GmbH Germany Distribution; Registration USD ADAMA India Private Ltd. India Manufacturing INR Distribution; Registration Makhteshim Agan of North United States Manufacturing; Distribution; USD America Inc. Registration Control Solutions Inc. United States Manufacturing; Distribution; USD Registration ADAMA Agan Ltd. Israel Manufacturing; Distribution; USD Registration ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; USD Registration ADAMA Australia Pty Australia Distribution AUD Limited ADAMA Italia SRL Italy Distribution USD ADAMA Northern Netherlands Distribution USD Europe B.V. Alligare LLC United States Manufacturing; Distribution; USD Registration The functional currency of the subsidiaries above is the main currency that represent the principal economic environment. VI. Change in consolidation Scope There is no change of consolidation scope during the period. 178 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VII. Interest in Other Entities 1. Interests in subsidiaries Composition of the largest subsidiaries of the Group in respect of assets and operating income Registration & Method of Principal place of obtaining the Name of the Subsidiary business Business nature Direct Indirect subsidiary ADAMA France S.A.S France Distribution 100% Established ADAMA Brasil S/A Brazil Manufacturing; Distribution; 100% Purchased Registration ADAMA Deutschland GmbH Germany Distribution; Registration; 100% Established ADAMA India Private Ltd. India Manufacturing; 100% Established Distribution; Registration Makhteshim Agan of North America United States Manufacturing; Distribution; 100% Established Inc. Registration Control Solutions Inc. United States Manufacturing; Distribution; 67% Purchased Registration ADAMA Agan Ltd. Israel Manufacturing; Distribution; 100% Restructure Registration ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; 100% Restructure Registration ADAMA Australia Pty Limited Australis Distribution 100% Purchased ADAMA Italia SRL Italy Distribution 100% Established ADAMA Northern Europe B.V. Netherlands Distribution 55% Purchased Manufacturing; Distribution; Purchased Alligare LLC United States 100% Registration Adama Anpon (Jiangsu) Ltd. China Manufacturing; Distribution 100% Purchased Adama Huifeng (Jiangsu) Co. Ltd. China Manufacturing; Distribution 51% Purchased 2. Interests in joint ventures or associates June 30 December 31 2024 2023 Joint venture 1,781 1,437 Associate 27,524 30,037 29,305 31,474 3. Summarized financial information of joint ventures and associates December 31, 2023 and June 30, 2024 and six six months ended June months then ended 30,2023 Joint venture: Total carrying amount 1,781 1,437 The Group's share of the following items: Net profit 334 70 Other comprehensive income 10 33 Total comprehensive income 344 103 Associate: Total carrying amount 27,524 30,037 The Group's share of the following items: Net profit 4,084 3,369 Other comprehensive income (3,912) 3,072 Total comprehensive income 172 6,441 179 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments A. General The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risks and market risks (including currency risk, interest risk and other price risk). In order to reduce the exposure to these risks, the Group uses financial derivatives instruments, including forward transactions and options (hereinafter - “derivatives”). Transactions in derivatives are undertaken with major financial institutions, and therefore, in the opinion of Group Management the credit risk in respect thereof is low. This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes regarding the measurement and management of the risk. Additional quantitative disclosure is included throughout the consolidated financial statements. The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group's risk management policy. The Finance Committee is responsible for establishing and monitoring the Group's actual risk management policy. The Chief Financial Officer reports to the Finance Committee on a regular basis regarding these risks. The Group’s risk management policy, established to identify and analyze the risks facing the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The policy and methods for managing the risks are reviewed regularly, in order to reflect changes in market conditions and the Group's activities. The Group, through training, and management standards and procedures, aims to develop a disciplined and constructive control environment in which all the employees understand their roles and obligations. B. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and derives mainly from trade receivables and other receivables as well as from cash and deposits in financial institutions. Accounts and other receivables The Group’s revenues are derived from a large number of widely dispersed customers in many countries. Customers include multi-national companies and manufacturing companies, as well as distributors, agriculturists, agents and agrochemical manufacturers who purchase the products either as finished goods or as intermediate products for their own requirements. The Company entered into an agreement for the sale of trade receivables in a securitization transaction, for details see note V.5.e. and f. In June 2024, a two-years agreement with an international insurance company was renewed. The amount of the insurance coverage was fixed at $150 million cumulative per year. The indemnification is limited to 90% of the debt. The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer, and by the demographic characterization of the customer’s base, including the risk of insolvency of the industry and geographic region in which the customer operates. 180 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) B. Credit risk - (cont’d) The Company management has prescribed a credit policy, whereby the Company performs current ongoing credit evaluations of existing and new customers, and every new customer is examined thoroughly regarding the quality of his credit, before offering him the Group’s customary shipping and payment terms. The examination made by the Group includes an outside credit rating, if any, and in many cases, receipt of documents from an insurance company. A credit limit is prescribed for each customer, outstanding amount of the accounts receivable balance. These limits are examined annually. Customers that do not meet the Group’s criteria for credit quality may do business with the Group on the basis of a prepayment or against furnishing of appropriate collateral. Most of the Group’s customers have been doing business with it for many years. In monitoring customer credit risk, the customers were grouped according to a characterization of their credit, based on geographical location, industry, aging of receivables, maturity, and existence of past financial difficulties. Customers defined as “high risk” are classified to the restricted customer list and are supervised by management. In certain countries, mainly, Brazil, customers are required to provide property collaterals (such as agricultural lands and equipment) against execution of the sales, the value of which is examined on a current ongoing basis by the Company. In these countries, in a case of expected credit risk, the Company records a provision for the amount of the debt less the value of the collaterals provided and acts to realize the collaterals. The Group closely monitors the economic situation in Eastern Europe and in South America on an ongoing basis. The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk of account receivables, Other receivables and investments on a lifetime expected credit loss basis. See also notes Ⅲ.10 – Financial instruments and Ⅲ.11 – Receivables. Cash and deposits in banks The Company holds cash and deposits in banks with a high credit rating. These banks are also required to comply with capital adequacy or maintain a level of security based on different situations. Guarantees The Company’s policy is to provide financial guarantees only to investee companies. Aging of receivables and expected credit risk Presented below is the aging of the past due trade receivables: June 30, 2024 Past due by less than 90 days 879,415 Past due by more than 90 days 547,038 1,426,453 181 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) B. Credit risk - (cont’d) The company measure the provision for credit losses on a collective group basis, where receivables share similar credit risk characteristics based on geographical locations. The examination for expected credit losses is performed using model including aging analysis and historical loss experiences, and adjusted by the observable factors reflecting current and expected future economic conditions. When credit risk on a receivable has increased significantly since initial recognition, the group records specific provision or general provision which is determined for groups of similar assets in countries in which there are large number of customers with immaterial balances. The Group has credit risk exposures for accounts receivables amounted to RMB 8,178,909 thousand relate to category of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 588,743 thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has credit risk exposures for other receivables amounted to RMB 36,562 thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financial assets at amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses". C. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when they come due. The Group's approach to managing its liquidity risk is to assure, to the extent possible, an adequate degree of liquidity for meeting its obligations timely, under ordinary conditions and under pressure conditions, without sustaining unwanted losses or hurting its reputation. The cash-flow forecast is determined both at the level of the various entities as well as of the consolidated level. The Company examines the current forecasts of its liquidity requirements in order to ascertain that there is sufficient cash for the operating needs, including the amounts required in order to comply with the financial liabilities, while taking strict care that at all times there will be unused credit frameworks so that the Company will not exceed the credit frameworks granted to it and the financial covenants with which it is required to comply with. These forecasts take into consideration matters such as the Company’s plans to use debt for financing its activities, compliance with required financial covenants, compliance with certain liquidity ratios and compliance with external requirements such as laws or regulation. The surplus cash held by the Group subsidiaries, which is not required for financing the current ongoing operations, is invested in short-term interest-bearing investment channels. 182 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) C. Liquidity risk - (cont’d) (1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts, including estimated interest payments: As at June 30, 2024 Third- Fifth year Contractual Carrying First year Second year Fourth year and above Cash flow amount Non-derivative financial liabilities Short-term loans 4,740,080 - - - 4,740,080 4,597,378 Bills payables 424,493 - - - 424,493 424,493 Accounts payables 4,999,499 - - - 4,999,499 4,999,499 Other payables 1,773,384 - - - 1,773,384 1,773,384 Other current liabilities 484,045 - - - 484,045 484,045 Debentures payable 904,619 906,622 1,725,263 6,312,171 9,848,675 7,414,510 Long-term loans 1,331,416 1,394,846 1,653,612 26,333 4,406,207 4,171,204 Long-term payables 6,718 12,654 24,103 93,834 137,309 95,571 Lease Liabilities 199,975 144,209 151,468 403,599 899,251 611,863 Long-term liability in respect of business combinations - 3,795 - - 3,795 3,307 Other non-current liabilities 65,621 498,684 2,421,955 - 2,986,260 2,718,453 Derivative financial liabilities Foreign currency derivatives 280,463 - - - 280,463 280,463 CPI/shekel forward transactions 55 - - - 55 55 15,210,368 2,960,810 5,976,401 6,835,937 30,983,516 27,574,225 D. Market risks Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates and prices of capital instruments, will affect the Group’s revenues or the value of its holdings in its financial instruments. The objective of market risk management is to manage and monitor the exposure to market risks within acceptable parameters, while optimizing the return. During the ordinary course of business, the Group purchases and sells derivatives and assumes financial liabilities for the purpose of managing market risks. (1) CPI and foreign currency risks Currency risk The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in currencies that differ from the Group’s functional currency. The main exposure is in Euro, Brazilian real, USD and in NIS. In addition, there are smaller exposures to various currencies such as the British pound, Polish zloty, Australian dollar, Indian rupee, Argentine peso, Canadian dollar, South African Rand, Ukraine Hryunia, the Turkish lira and Chinese Yuan Renminbi. The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedge the cash flows risk, which derive from existing monetary assets and liabilities and anticipated sales and purchases, which may be affected by exchange rate fluctuations. 183 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (1) CPI and foreign currency risks - (cont’d) The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the subsequent year. Likewise, the Group hedges most of its monetary assets and liabilities denominated in a non- U.S. dollar currency. The Group uses foreign currency derivatives to hedge its currency risk, mostly with maturity dates of less than one year from the reporting date. Solutions debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well as changes in the NIS exchange rate, could cause significant impact with respect to the subsidiary functional currency – the U.S. dollar. As of the approval date of the financial statements, the subsidiary had hedged most of its exposure deriving from issuance of the debentures, in options and forward contracts. (A) The Group’s exposure to NIS-CPI and foreign currency risk is as follows: June 30, 2024 Total assets Total liabilities In US Dollar 2,173,293 2,250,951 In Euro 1,321,979 1,257,853 In Brazilian real 1,841,614 293,168 CPI-linked NIS 549 7,547,252 In New Israeli Shekel 236,436 990,460 Denominated in or linked to other foreign currency 3,918,469 3,143,951 9,492,340 15,483,635 (B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows: June 30, 2024 Currency/ Currency/ Average USD RMB linkage linkage expiration thousands thousands receivable payable date Par value Par value Fair value Forward foreign currency USD EUR 01/10/2024 83,021 591,677 (90,371) Contracts and call options USD PLN 15/07/2024 2,155 15,362 177 USD BRL 10/08/2024 200,591 1,429,568 68,021 USD GBP 12/07/2024 19,477 138,808 829 USD ZAR 22/08/2024 28,951 206,326 (4,973) ILS USD 19/07/2024 1,256,213 8,952,776 (93,138) USD OTHER 868,689 6,190,975 28,844 CPI forward contracts CPI ILS 10/12/2024 651,769 4,645,028 32,755 184 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (1) CPI and foreign currency risks - (cont’d) (C) Sensitivity analysis The appreciation or depreciation of the Dollar against the following currencies as of June 30, 2024 and the increase or decrease in the CPI would increase (decrease) the equity and profit or loss by the amounts presented below. This analysis assumes that all the remaining variables, among others interest rates, remains constant. June 30, 2024 Decrease of 5% Increase of 5% Equity Profit (loss) Equity Profit (loss) New Israeli shekel 16,984 8,295 19,359 32,056 British pound 14,068 14,068 (14,068) (14,068) Euro (19,054) 6,352 19,054 (6,352) Brazilian real 22,530 16,627 (28,306) (22,395) Polish zloty 3,624 3,624 (3,546) (3,546) South African Rand (5,961) (129) 4,924 (356) Chinese Yuan Renminbi 186,046 172,485 (175,711) (160,636) CPI-linked NIS 155,837 155,837 (155,837) (155,837) (2) Interest rate risks The Group has exposure to changes in the variable interest rate. The Group has different assets and liabilities in different countries which bear interest according to the economic environment in each country. Most of the loans, other than the debentures, bear Dollar SOFR and Euro ESTER interest. As a result, most of the variable interest exposure of those loans is to the SOFR interest. The Company prepares a quarterly summary of exposure to a change in the SOFR interest rate. As at the approval date of the financial statements, the Company had not hedged this exposure. 185 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (2) Interest rate risks - (cont’d) (A) Type of interest The interest rate profile of the Group’s interest-bearing financial instruments was as follows: June 30, 2024 Fixed-rate instruments – unlinked to the CPI Financial assets Other current assets 117,884 Other non-current assets 1,254 Financial liabilities Long-term loans (1) 3,361,302 Long-term payables 26,619 Other non-current liabilities 2,356,334 (5,625,117) Fixed-rate instruments – linked to the CPI Financial liabilities Debentures payable (1) 7,414,510 Variable-rate instruments Financial assets Cash at banks 1,157,677 Financial assets at fair value through profit or loss 2,125 Other current assets 78,103 Financial liabilities Short-term loans and credit from banks 4,597,378 Long-term loans (1) 809,902 Long-term payables 63,842 (4,233,217) (1) Including current maturities. (B) Sensitivity analysis of cash flows regarding variable-interest instruments A change of 5% in the interest rates on the reporting date would increase or reduce equity and profit or loss by the amounts presented below. This analysis assumes that all the remaining variables, among others exchange rates, remained fixed. Profit or loss Equity Increase in Decrease in Increase in Decrease in interest interest interest interest As at June 30, 2024 832 (843) 832 (843) 186 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IX. Fair Value The fair value of forward contracts on foreign currency is based on their listed market price, if available. In the absence of market prices, the fair value is estimated based on the discounted difference between the stated forward price in the contract and the current forward price for the residual period until redemption, using an appropriate interest rate. The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluated through discounting future cash flow estimates, based on the conditions and duration to maturity of each contract, using the market interest rates of a similar instrument at the measurement date and in accordance with the Black & Scholes model. 1. Financial instruments measured at fair value for disclosure purposes only The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills and accounts receivable, receivables financing, other receivables, derivatives financial assets, short-term loans, bills and accounts payable and other payable, are the same or proximate to their fair value. The following table details the carrying amount in the books and the fair value of groups of non-current financial instruments presented in the financial statements not in accordance with their fair values: June 30, 2024 Carrying amount Fair value Financial assets Other non-current assets (a – Level 2) 89,997 80,833 Financial liabilities Long-term loans and others (b – Level 2) 7,236,239 6,968,450 Debentures (c – Level 1) 7,414,510 7,955,755 a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptable interest rate for similar investment having similar characteristics (Level 2). b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptable interest rate for similar loans having similar characteristics (Level 2). c) The fair value of the debentures is based on stock exchange quotes (Level 1). 2. The interest rates used in determining fair value The interest rates used to discount the estimate of anticipated cash flows are: June 30, 2024 % U.S. dollar interest 7.89%-8.73% Chinese Yuan Renminbi 1.82%-3.85% Euro 5.08%-6.78% 187 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IX. Fair Value - (cont’d) 3. Fair value hierarchy of financial instruments measured at fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The table below presents an analysis of financial instruments measured at fair value. The various levels have been defined as follows: Level 1: quoted prices (unadjusted) in active market for identical instrument. Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: inputs that are not based on observable market data (unobservable inputs). The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputs and therefore are concurrent with the definition of level 2. June 30 2024 Forward contracts and options used for hedging the cash flow (Level 2) 7,234 Forward contracts and options used for economic hedging (Level 2) (65,090) Other equity investment (Level 2) 132,579 Receivables financing (Level 2) 149,457 Other non-current assets (Level 2) 72,544 Other (Level 2) 2,125 Financial Instrument Fair value Fair value measured on the basis of discounting the difference between the stated forward price in the contract and the current forward price for the Forward contracts residual period until redemption using an appropriate interest rates. Foreign currency options The fair value is measured based on the Black&Scholes model. No transfer between any levels of the fair value hierarchy in the reporting period. No change in the valuation techniques in the reporting period. 188 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions 1. Information on parent Company Company Registered Registered capital Shareholding Percentage name place Business nature (Thousand RMB) percentage of voting rights Production and sales of agrochemicals, Syngenta Shanghai, fertilizers and GM Group China seeds 11,144,545 78.47% 78.47% The Company’s ultimate controlling shareholder is Sinochem Holdings . 2. Information on the largest subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VII.1. 3. Information on largest joint ventures and associates of the Company For information about the joint ventures and associates of the Company, refer to Note V.12. Other joint ventures and associates that have related party transactions with the Group during this period or the previous periods are as follows: Name of entity Relationship with the Company Innovaroma SA Joint venture of the Group 189 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 4. Information on other related parties Name of other related parties Related party relationship Beijing Guangyuan Yinong Chemical Co., LTD Common control Beijing Junmao Real Estate Co. Ltd. Common control Zhonglan Lianhai Design and Research Institute Common control Bluestar (Beijing) Chemical Machinery Co. Ltd. Common control Bluestar Engineering Co. Ltd. Common control China Chemical Information Center Common control China National Bluestar (Group) Co. Ltd. Common control China National Chemical Agrochemical Corporation Common control Dipagro LTDA Common control Elkem Silicones Brasil Ltd. Common control Elkem Silicones Hong Kong Co. Ltd. Common control Hangzhou (torch) Xidou door Film Industry Co., LTD Common control Henan Junhua Development Co. Ltd. Common control Jiangsu Huaihe Chemical Co. Ltd. Common control Jiangsu Ruixiang Chemical Co., LTD Common control Jiangsu Yangnong Chemical Co. Ltd. Common control Jiangsu Youjia Plant protection Co., LTD Common control Jiangsu Youshi Chemical Co., LTD Common control Jingzhou Sanonda Holdings Co. Ltd. Common control OOO Syngenta Common control P.T. Syngenta Indonesia Common control PT Syngenta Seed Indonesia Common control Shandong Dacheng Agrochemical Company Limited Common control Shenyang Chemical Co., Ltd. Common control Shenyang Shenhua Institute Testing Technology Co. Ltd. Common control Sinochem (Hainan) Agroecology Co. Common control Sinochem (Linyi) Crop Nutrition Co. Ltd Common control Sinochem Agriculture (Xinjiang) Biotechnology Co. Ltd. Common control Sino MAP Common control Sinochem Agro Co. Ltd. Common control Sinochem Chemical Science and Technology Research Institute Co., LTD Common control Sinochem Crop Protection Products Co. LTD Common control Sinochem Fertilizer Company Limited Common control Sinochem Information Technology Co. Ltd. Common control Sinochem International Crop Care (Overseas) Pte. Ltd. Common control Sinochem Innovation (Beijing) Technology Research Institute Co., Ltd. Common control Sinochem Lantian Fluorine Materials Co. Ltd. Common control Sinochem Modern Agriculture (Gansu) Co. LTD Common control Sinochem Modern Agriculture (Guangxi) Co. LTD Common control Sinochem Modern Agriculture (Hubei) Co. LTD Common control Sinochem Modern Agriculture (Hunan) Co. LTD Common control Sinochem Modern Agriculture (Inner Mongolia) Co. LTD Common control Sinochem Modern Agriculture (Jiangsu) Co. LTD Common control Sinochem Modern Agriculture (Liaoning) Co. LTD Common control Sinochem Modern Agriculture (Xinjiang) Co. LTD Common control Sinochem Modern Agriculture Anhui Co. LTD Common control Sinochem Modern Agriculture Sichuan Co. LTD Common control 190 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 4. Information on other related parties - (cont’d) Name of other related parties Related party relationship Syngenta (China) Investment Company Ltd Common control Syngenta Agro (Argentina) S.A. Common control Syngenta Agro AG Common control Syngenta Agro d.o.o. Common control Syngenta Agro GmbH Common control Syngenta Agro SA de CV Common control Syngenta Australia Pty Ltd Common control Syngenta Canada Inc Common control Syngenta Comercial Agricola Common control Syngenta Crop Protection AG Common control Syngenta Crop Protection BV Common control Syngenta Crop Protection LLC Common control Syngenta Crop Protection Ltd. Common control Syngenta Crop Protection SA Common control Syngenta Czech s.r.o. Common control Syngenta Espaa S.A. Common control Syngenta France S.A.S Common control Syngenta A.G. Common control Syngenta Group Saturn (NL) B.V. Common control Syngenta Hellas AEBE Common control Syngenta India Ltd Common control Syngenta Italia SpA Common control Syngenta Korea Ltd Common control Syngenta Protecao de Cultivos Ltda Common control Syngenta S.A. Common control Syngenta Seeds LTDA Common control Syngenta Slovakia s.r.o. Common control Syngenta Tarim Sanay ve Ticaret AS Common control Syngenta Vietnam Limited Common control Syngenta Zambia Limited Common control Tov Syngenta Common control Valagro S.p.A. Common control Syngenta Nantong Crop Protection Co.,LTD Common control China Bluestar Chengrand Research Institute Chemical Industry Common control Zhonglan International Chemical Co. Ltd. Common control Ningxia Ruitai Technology Co. Ltd. Common control Shenyang Sciencreat Chemicals Co. Ltd. Common control Shenyang Sinochem Agrochemicals R&D Co.,Ltd. Common control Sinochem Finance Corporation Common control Luxi Group Co.Ltd. Common control Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Common control Ltd. Liaocheng Luxi Polyol New Material Technology Co. Ltd. Common control Liaocheng Luxi Methylamine Chemical Co. Ltd. Common control Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. Common control 191 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 4. Information on other related parties - (cont’d) Name of other related parties Related party relationship Jiangsu Huifeng Biological Agriculture Co., Ltd Minority shareholder Nongyi Net (Yangling) e-commerce Co., Ltd. Minority shareholder and its subsidiary Shanghai focus supply chain Co., Ltd Minority shareholder and its subsidiary Shanghai nengjianyuan Biological Agriculture Co., Ltd Minority shareholder and its subsidiary 5. Transactions and balances with related parties (1) Transactions with related parties Six months ended June 30 Type of purchase Related Party Relationship 2024 2023 Summary of purchase of goods/services: Purchase of goods/services received Common control under Sinochem Holdings 675,406 982,940 Minority shareholder and 17,564 7,478 its subsidiary Purchase of fixed assets and other assets Common control under - 396 Sinochem Holdings Lease expenses Common control under 284 97 Sinochem Holdings Minority shareholder and 544 2,668 its subsidiary Summary of Sales of goods: Sale of goods/ Service rendered Common control under 659,835 920,513 Sinochem Holdings Joint venture 44,550 34,979 Minority shareholder and its subsidiary 26,159 38,840 Lease income Minority shareholder 588 631 (2) Guarantees The Group as the guarantee receiver Amount of Inception date Maturity date Guaranty Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N) Parent company 298,000 21/04/2021 20/04/2028 N 70,063 01/06/2021 31/05/2028 N * During the reporting period, the Company paid a guarantee fee amounting to 210 thousand RMB (2023 1-6: 219 thousand RMB) to the parent company. 192 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 5. Transactions and balances with related parties - (cont'd) (3) Remuneration of key management personnel and directors Periods ended June 30 2024 2023 Remuneration of key management personnel and directors 16,195 33,773 (4) Receivables from and payables to related parties (including loans) Receivable Items June 30 December 31 2024 2023 Expected Expected Related Party Book credit Book credit Items Relationship Balance losses Balance losses Trade receivables Common control under 146,522 - 150,942 - Sinochem Holdings Joint venture 19,114 23,507 - Minority shareholder and 34,075 22,361 - its subsidiary Other Non-Current assets Common control under 5 21 - Sinochem Holdings Prepayments Common control under 2,437 19,208 - Sinochem Holdings Minority shareholder and - 1,530 - its subsidiary Payable Items June 30 December 31 Items Related Party Relationship 2024 2023 Trade payables Common control under Sinochem 280,738 272,928 Holdings Minority shareholder and its subsidiary 604 63 Other payables Common control under Sinochem 36,542 32,122 Holdings Minority shareholder and its subsidiary 1,826 1,826 Contractual liability Common control under Sinochem 12,262 75,903 Holdings Short-term loans * Common control under Sinochem 2,494,380 2,124,810 Holdings Other non-current Common control under Sinochem 2,356,334 2,354,133 liabilities * Holdings * Include liabilities are loans from a related party, the interest expenses for the Six months ended June 30, 2024 is 117,494 thousand RMB (six months ended June 30, 2023: 43,976 thousand RMB ). 193 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 5. Transactions and balances with related parties - (cont'd) (4) Receivables from and payables to related parties (including loans) (cont'd) On October 27, 2021, the Board of Directors first approved (following the pre-approval of the Company’s independent directors dated October 25, 2021) the Company, through one of its subsidiaries, entering into committed credit facilities agreements in the aggregate amount of $100 million (RMB 713 million) on market terms with Syngenta Group, or any of its subsidiaries. Following the approvals of the Company’s requisite organs, these facilities were amended and further increased in December 2022 and in April 2023, to an aggregate amount of $400 million (RMB 2,851 million). As of 30 June 2024, a total of $400 million (RMB 2,851 million) was utilized. On August 28, 2023, the Board of Directors approved (following the pre-approval of the Company’s independent directors dated August 22, 2023) the Company, through one of its subsidiaries, entering into an additional committed credit facility agreement in the amount of RMB 2,000 million with Syngenta Group, or any of its subsidiaries. As of June 30, 2024, a total of RMB 2,000 million was utilized. On April 26, 2024, the Board of Directors approved (following the pre-approval of the Company’s independent directors dated April 24, 2024) the Company, through one of its subsidiaries, entering into an additional committed credit facility agreement in the amount of $200 million (RMB 1,425 million) with one subsidiary of Syngenta Group. As of June 30, 2024, none was utilized yet under this agreement. (5) Other related party transactions The closing balance of bank deposit in Sinochem Finance Corporation was 460,042 thousand RMB (31.12.23: 565,624) Interest income of bank deposit for the current period was 3,773 thousand RMB (amount for six months ended June , 2023 was 2,802 thousand RMB). The closing balance of a loan received from Sinochem Finance Corporation was nil thousand RMB (31.12.23: nil). The loan and the repayment during the year was nil thousand RMB respectively. Interest expenses in the current period was nil thousand RMB (amount for six months ended June , 2023 was 137 thousand RMB). 194 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XI. Commitments and contingencies 1. Significant commitments June 30 December 31 2024 2023 Investment in Fixed assets 258,636 308,875 2. Commitments and Contingent Liabilities On June 12, 2024, the 3rd meeting of the 10th session of the Board of Directors of the Company approved the engagement on the purchase of joint liability insurance policy for Directors, Supervisors and Senior Executives of the Company and its PRC subsidiaries, by way of adding the Company to the Directors and Officers liability insurance policy of Syngenta Group, which shall provide shared coverage. On June 28, 2024,the Company’ s 2nd Interim Shareholders Meeting in 2024 approved the above engagement. The insurance period is from July 1, 2024 to June 30, 2025. Environmental protection The manufacturing processes of the Company and the products it produces and market, entail environmental risks that impact the environment. The Company invests substantial resources in order to comply with the applicable environmental laws and attempts to prevent or minimize the environmental risks that could occur as a result of its activities. To the best of the Company’s knowledge, at the balance sheet date, there are no material environmental issues relating to the Company, there are no material administrative penalties or investigations related to environment, health and safety imposed or initiated by regulatory authorities, and none of the material permits and licenses regarding environmental issues required for the Company’s day to day operations have been revoked. Claims against subsidiaries In the ordinary course of business, legal claims were filed against subsidiaries, including claims for patent infringement. The Company, inter alia, like other companies operating in the crop protection market, is exposed to class actions for large amounts, which it must defend against while incurring considerable costs, even if these claims have no basis in the first place. In the opinion of the Company’s management, which is based, inter alia, on the opinions of its legal advisors regarding the prospects of the proceedings, the financial statements include adequate provisions where necessary to cover the exposure resulting from the claims. On October 20, 2020, a claim and a motion for its approval as a class action (the “Motion”) was filed against Monsanto Company and Bayer AG (the “Manufacturers”) as well as against ADAMA Agan Ltd., a wholly- owned subsidiary of Solutions, with respect to an herbicide bearing the brand name Roundup, which is produced by the Manufacturers and distributed in Israel in small quantities by Solutions’ subsidiary. The applicants argue that the product allegedly poses a risk to users or those who have been exposed to it. Solutions and its subsidiary reject the allegations against the subsidiary in the Motion and in the statement of claim. Based on the opinion of Solutions’ external counsels given this preliminary stage, as of the date of the financial statements the Motion and claim are not expected to have any non-negligible effect on the Company’s financial results. In addition, and as Solutions is an authorized distributor of the Manufactures, the Manufactures undertook to fully indemnify, defend and hold harmless ADAMA Agan Ltd., for any monetary compensation or any other remedy it will have to make in connection with the Motion. 195 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XI. Commitments and contingencies - (cont’d) 2. Commitments and Contingent Liabilities - (cont’d) Claims against subsidiaries (cont’d) In June 2021, a lawsuit was filed against a subsidiary of the Company, alleging two patents owned by a large competitor of the Company, have been infringed by such subsidiary. Among the claims, the plaintiff seeks preliminary and permanent injunctions to prevent the subsidiary from manufacturing, using or commercializing a product that allegedly infringes the plaintiff’s patents, and seeks actual damages and profits loss. The said preliminary injunctions were granted by the court in favor of the plaintiff. The subsidiary has filed appeals against such preliminary injunctions, which were rejected. Prior to such claims, and on-going, the subsidiary filed several lawsuits against the said plaintiff seeking to declare the said patents are invalid and the subsidiary does not infringe them. In May 2023, an additional lawsuit (including a preliminary injunction) was filed by the same large competitor against said subsidiary, alleging infringement of the same two patents for a different product. The said preliminary injunction was rejected by the court, and plaintiff’s appeals with respect thereto are pending. All these lawsuits are pending as of the approval date of the financial statements. At this stage, the claims filed by the plaintiff are not expected to have a material effect on the Company. Certain claims relating to alleged product liability damages were issued to a Company’s subsidiary. The financial statements include adequate provisions where necessary to cover the exposure resulting from said claims. Various immaterial claims have been filed against Group companies in courts throughout the world, in immaterial amounts, for causes of action primarily involving employee-employer relations and various civil claims, for which the Company did not record a provision in the financial statements. The claims that in the estimation of Company’s management, based on its legal advisors’ opinion, have lower chances of succeeding than being rejected, amount to a negligible amount. Furthermore, claims were filed against the Company for product liability damages, for which the Company has adequate insurance coverage, such that the Company’s exposure in respect thereof is limited to the deductible amount or the amount thereof does not exceed the deductible amount. Performance commitments When the Company acquired the equity interest in Adama Huifeng (shanghai) Agricultural Technology Co., Ltd (“Adama Huifeng (Shanghai)”) and Adama Hiufeng (Jiangsu) Co. Ltd.(“Adama Huifeng (Jiangsu)") from Jiangsu Huifeng Biological Agriculture Co., Ltd (“Jiangsu Huifeng”) during 2020 and 2021, there were performance commitments made by Jiangsu Huifeng regarding specific business operations of the acquired subsidiaries. If the performance commitments is not met, Jiangsu Huifeng shall make a price adjustment payment calculated based on a method as agreed. By the end of 2023 when the commitment period ended, the performance commitments has not been fulfilled. As of the date of this report, the Company has not received any confirmation from Jiangsu Huifeng for the price adjustment payment, nor has it received the corresponding price adjustment payment. There are currently disputes between the Company and Jiangsu Huifeng regarding the price adjustment payment, and the arbitration application filed by the Company as the Applicant to the Shanghai International Economic and Trade Arbitration Commission against Jiangsu Huifeng as the claimant has been accepted in May, 2024. The arbitration session has not yet commenced, and there is uncertainty about the final realization of the above-mentioned price adjustment payment. Therefore, it is not yet possible to make a reliable estimate of the amount and recoverability of the price adjustment payment. 196 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XII. Events subsequent to the balance sheet date A. ADAMA Makhteshim Ltd., a wholly-owned subsidiary of Solutions, filed with Israel's Ministry of Protection a remediation plan regarding its plant in Be'er Sheva. Following additional discussions between the parties, a final approval to such plan, which is expected to be gradually implemented during the coming years, was received from the Ministry after the date of the financial reports. As a result of the submission of the plan, the Company has made a provision in its financial statements for June 30, 2024 according to its best estimation. B. On August 5, 2024, Solutions' Board of Directors approved a buyback plan for the its publicly traded Bonds (Series B) in the amount of up to USD 50 million. XIII. Share-based Payments 1. In February 2019, the remuneration committee and Solutions Board of Directors (as well as the General Meeting with respect to theformer CEO and Vice President who also serves as a director) approved the allocation of 77,864,910 phantom warrants to officers and employees in accordance with the long-term phantom compensation plan (hereinafter - "the 2019 Plan"), out of which 75,814,897 phantom warrants were granted at the grant date of February 21, 2019. During 2019, 1,206,081 additional Phantom warrants were granted. The warrants will vest in four equal portions, where the first and second quarters are exercisable after two years, the third quarter after three years and the fourth quarter after four years from January 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms of the 2019 plan, and subject to achieving financial targets as determined in the plan. The warrants will be exercisable until the end of 2025. Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference between the base price as determined at the time of the grant and the closing price of one share of the Company on the Shenzhen Stock Exchange, as it will be on the exercise date up, to the ceiling that was determined under the plan. The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model. The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the grant date, amounted to a total of approximately 186 million RMB. The liability at the end of the reporting period was recorded according to the vesting period as determined in the plan, taking into account the extent of the service that the employees provided until that date and the Company’s share price at the end of the reporting period. Statement of share based payments in the period Phantom warrants Total number of Phantom warrants at the beginning of the period 29,060,009 Total number of Phantom warrants granted in current period - Total number of Phantom warrants exercised in current period - Total number of Phantom warrants forfeited in current period (2,739,296) Total number of Phantom warrants at the end of the period 26,320,713 The exercise prices and the remainder of the contractual period for Phantom RMB 9.87 – 10.85 warrants outstanding at the end of period 1.5 years 197 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIII. Share-based Payments - (cont’d) 1. (cont’d) The parameters used in implementing the model at the grant date are as follows: Stock price (RMB) 10.85 Exercise increment (RMB) 10.03/10.85 Expected volatility 43.97% Risk-free interest rate 3.06% Economic value as of February 21, 2019 (in thousands RMB) 186,206 The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments The binomial pricing model Accumulated amount of liabilities arising from cash-settled share-based payments (in thousands RMB) 37 Expenses arising from cash-settled share-based payments in current period (in thousands RMB) (11.270) 2. In September 2019, the remuneration committee and Solutions Board of Directors (and the General Meeting with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017 Plan against the allocation of 28,258,248 warrants in accordance with the long-term phantom compensation plan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocation date is September 26, 2019. During 2019, an additional 90,130 Alternative Phantom Warrants were granted. The alternative warrants will vest in four equal portions, where the first quarter is exercisable after one year, the second quarter after two years, the third quarter after three years and the fourth quarter after four years from October 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms of the Alternative Plan, and subject to achieving financial targets as determined in the plan. The warrants will be exercisable until October 1, 2026. Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference between the base price as determined at the time of the grant and the closing price of one share of the parent company on the Shenzhen Stock Exchange, as it will be on the exercise date up to the ceiling that was determined under the plan. The fair value of the total granted alternative warrants at the allocated date is equal to the fair value of the total warrants canceled from the 2017 plan. The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the cancellation and allocation date, amounted to a total of approximately 69 million RMB. The liability in the financial statements at the end of the reporting period was recorded at the fair value estimated using the binomial option pricing model and by the vesting period from the original grant date of the 2017 plan to the end of the service period determined by the alternative plan, taking into account the extent of the service that the employees provided until that date and the stock price at the reporting date. 198 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIII. Share-based Payments - (cont’d) 2. (cont’d) Statement of share based payments in the period Phantom warrants Changes in the number of 2017 Plan: Total number of Phantom warrants at the beginning of the period 11,182,004 Total number of Phantom warrants granted in current period - Total number of Phantom warrants exercised in current period - Total number of Phantom warrants forfeited in current period (1,001,590) Total number of Phantom warrants at the end of the period 10,180,414 The range of the exercise prices and the remainder of the contractual period RMB 9.37 – 9.43 for Phantom warrants outstanding at the end of period 2.25 years The parameters used in implementing the model at the grant date are as follows: Stock price (RMB) 9.23 Exercise increment (RMB) 9.43 Expected volatility 40.29% Risk-free interest rate 3.14% Economic value as of September 26, 2019 (in thousands RMB) 68,836 The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments related to the alternative plan The binomial pricing model Accumulated amount of liabilities arising from cash-settled share-based payments related to the alternative plan (in thousands RMB) 1,085 Expenses (income) arising from cash-settled share-based payments in current period related to the alternative plan (in thousands RMB) (6,068) 199 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items 1. Segment reporting The Company presents its segment reporting based on a format that is based on a breakdown by business segments: Crop Protection (Agro) This is the main area of the Company’s operations and includes the manufacture and marketing of conventional agrochemical products. Intermediates and ingredients This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant), aromatic products, and other chemicals. It combines all the Company’s activities not included in the Crop Protection products segment. Segment results reported to the chief operating decision maker include items directly attributable to a segment as well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly financing expenses, net, gains from changes in fair value, investment income and tax expenses. All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributed assets include: accounts and bills receivables, receivables financing, inventory, fixed assets, right-of-use assets, construction in progress, intangible assets, goodwill, non-current trade receivables and long-term equity investments. Attributed liabilities include account payables, bill payablesand lease liabilities. All other assets and liabilities which are not attributable to a specific segment are presented as unallocated assets and liabilities. 200 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 1. Segment reporting - (cont’d) Information regarding the results and assets and liabilities of each reportable segment is included below: Crop Protection Intermediates and ingredients Elimination among segments Total Six months ended Six months ended Six months ended Six months ended June 30 June 30 June 30 June 30 2024 2023 2024 2023 2024 2023 2024 2023 Operating income from external customers 13,534,044 15,855,165 1,376,245 1,398,036 - - 14,910,289 17,253,201 Inter-segment operating income - - 829 709 (829) (709) - - Interest in the profit or loss of associates and joint ventures - - 4,418 3,439 - - 4,418 3,439 Segment's results 178,932 954,027 69,777 (41,194) - - 248,709 912,833 Financial expenses 623,647 455,855 Loss from changes in fair value (196,492) (782,218) Investment income - 6,651 Loss before tax (571,430) (318,589) Income tax expenses (income) 323,436 (76,433) Loss (894,866) (242,156) Crop Protection Intermediates and ingredients Unallocated assets and liabilities Total June 30 December 31 June 30 December 31 June 30 December 31 June 30 December 31 2024 2023 2024 2023 2024 2023 2024 2023 Total assets 42,696,384 43,609,235 2,174,634 2,322,873 7,983,463 9,473,695 52,854,481 55,405,803 Total liabilities 6,763,326 6,574,117 261,803 321,614 24,846,866 26,585,597 31,871,995 33,481,328 201 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 1. Segment reporting - (cont’d) Geographic information The following tables sets out information about the geographical segments of the Group’s operating income based on the location of customers (sales target) and the Group's non-current assets (including mainly fixed assets, right-of-use assets, construction in progress, investment properties intangible assets and goodwill). In the case of investment property, fixed assets, right of used assets and construction in progress, the geographical location of the assets is based on its physical location. In case of intangible assets and goodwill, the geographical location of the company which owns the assets. Operating income from external customers Six months ended June 30 2024 2023 Europe, Africa and Middle East 4,827,131 5,286,856 North America 2,941,766 3,018,617 Latin America 2,841,344 3,902,210 Asia Pacific 4,300,048 5,045,518 14,910,289 17,253,201 Specified non-current assets June 30 December 31 2024 2023 Europe, Africa and Middle East 14,207,795 14,258,655 North America 1,253,274 1,303,868 Latin America 2,259,093 2,303,208 Asia Pacific 5,488,455 5,747,484 23,208,617 23,613,215 2. The dependency on major customers No single customer's proportion of the total amount of sales is over 10%. 202 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 3. Calculation of losses per share and Diluted earnings per share Amount for the Amount for the current period prior period Net loss from continuing operations attributable to ordinary shareholders (894,866) (242,156) Amount for the Amount for the Shares current period prior period Number of ordinary shares outstanding at the beginning of the year 2,329,811,766 2,329,811,766 Add: weighted average number of ordinary shares issued during the year - - Less: weighted average number of ordinary shares repurchased during the year - - Weighted average number of ordinary shares outstanding at the end of the year 2,329,811,766 2,329,811,766 Amount for Amount for the current the prior period period Calculated based on net loss attributable to ordinary shareholders Basic losses per share (0.38) (0.10) Diluted losses per share N/A N/A Calculated based on net loss from continuing operations attributable to ordinary shareholders: Basic losses per share (0.38) (0.10) Diluted losses per share N/A N/A Calculated based on net loss from discontinued operations attributable to ordinary shareholders: Basic losses per share N/A N/A Diluted losses per share N/A N/A 203 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements 1. Cash at bank and on hand June 30 December 31 2024 2023 Deposits in banks 69,085 157,186 Other cash and bank balances 3,424 6,460 72,509 163,646 As at June 30, 2024, restricted cash and bank balances was 3,424 thousand RMB (as at December 31, 2023: 6,460 thousand RMB). 2. Accounts receivable a. By category June 30, 2024 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed individually for impairment 13,893 1 13,893 100 - Account receivables assessed collectively for impairment 1,013,461 99 2 - 1,013,459 1,027,354 100 13,895 1 1,013,459 December 31, 2023 Provision for expected Book value credit losses Percentage Carrying Amount (%) Amount Percentage (%) amount Account receivables assessed 13,893 1 13,893 100 - individually for impairment Account receivables assessed 1,141,839 99 - - 1,141,839 collectively for impairment 1,155,732 100 13,893 1 1,141,839 b. Aging analysis June 30, 2024 Within 1 year (inclusive) 1,013,461 Over 1 year but within 2 years - Over 2 years but within 3 years - Over 3 years but within 4 years - Over 4 years but within 5 years 15 Over 5 years 13,878 1,027,354 204 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 2. Accounts receivable - (cont'd) c. Addition, written-back and written-off of provision for expected credit losses during the period Six months ended June 30, 2024 Balance as of January 1 13,893 Addition during the year, net 2 Write back during the year - Write-off during the year - Exchange rate effect - Balance as of June 30 13,895 d. Five largest accounts receivable at June 30, 2024: Proportion of Allowance of Accounts expected Name Closing balance receivable (%) credit losses Party 1 929,794 91 - Party 2 22,240 2 2 Party 3 14,826 1 - Party 4 13,844 1 - Party 5 11,831 1 - 992,535 96 2 3. Receivable financing June 30 December 31 2024 2023 Bank acceptance draft 25,125 7,929 25,125 7,929 As at at June 30, 2024, bank acceptance endorsed but not yet due amounts to 210,903 thousand RMB. 4. Other Receivables June 30 December 31 2024 2023 Other receivables 11,611 11,611 11,611 11,611 205 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 4. Other Receivables - (cont'd) (1) Other receivables a. Other receivables by categories June 30 December 31 2024 2023 Other 16,987 16,987 Provision for expected credit losses (5,376) (5,376) 11,611 11,611 b. Other receivables by aging June 30, 2024 Within 1 year (inclusive) - Over 1 year but within 2 years 113 Over 2 years but within 3 years 91 Over 3 years but within 4 years* 11,830 Over 4 years but within 5 years - Over 5 years 4,953 16,987 * Include intergroup balance with Anpon c. Additions, recovery or reversal and written-off of provision for expected credit losses during the period: Six months ended June 30, 2024 Balance as of January 1, 2024 5,376 Addition during the period - Written back during the period - Write-off during the period - Balance as of December 31, 2024 5,376 d. Five largest other receivables at June 30 2024: Proportion of other Name Closing balance receivables (%) Credit loss provision Party 1* 11,611 68 - Party 2 3,125 19 3,125 Party 3 548 3 548 Party 4 237 1 237 Party 5 221 1 221 15,742 92 4,131 * Include intergroup balance with Anpon 206 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 5. Long-term equity investments June 30, 2024 December 31, 2023 Impairment Impairment Amount balance loss Book value Amount balance loss Book value Invest in subsidiaries 17,511,352 80,636 17,430,716 17,511,352 80,636 17,430,716 17,511,352 80,636 17,430,716 17,511,352 80,636 17,430,716 Investments in subsidiaries Provision of Balance of Opening impairment Closing Impairment Invested unit balance Increase Decrease loss balance loss ADAMA Agricultural Solutions Ltd. 15,890,213 - - - 15,890,213 - Adama Anpon (Jiangsu) Ltd. 450,449 - - - 450,449 - ADAMA Hiufeng (Jiangsu) Co. Ltd. 789,116 - - - 789,116 (59,024) Hubei Sanonda Foreign Trade Co. Ltd. 11,993 - - - 11,993 - Adama Huifeng (shanghai) Agricultural Technology Co., Ltd 288,945 - - - 288,945 (21,612) 17,430,716 - - - 17,430,716 (80,636) 6. Operating Income and operating costs Six months ended June 30, 2024 Six months ended June 30, 2023 Operating Operating Revenue costs Revenue costs Main operations 958,749 823,699 1,073,326 884,306 Other operations 22,843 8,082 20,383 8,932 981,592 831,781 1,093,709 893,238 207 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 7. Notes to items in the cash flow statements (1) Other cash received relevant to operating activities Six months ended Six months ended June 30, 2024 June 30, 2023 Interest income 1,292 1,964 Government subsidies 1,588 7,766 Other 9,684 15,929 12,564 25,659 (2) Other cash paid relevant to operating activities Six months ended Six months ended June 30, 2024 June 30, 2023 Professional services 8,683 71,288 Transportation and Commissions - 26,151 Other 11,616 14,600 20,299 112,039 (3) Other cash received relevant to investing activities Six months ended Six months ended June 30, 2024 June 30, 2023 Loans 125,000 2,850 Other 2,600 - 127,600 2,850 (4) Other cash paid relevant to investing activities Six months ended Six months ended June 30, 2024 June 30, 2023 Loans - - - - (5) Other cash received relevant to financing activities Six months ended Six months ended June 30, 2024 June 30, 2023 Deposit for issuing bills payables 6,460 12,750 6,460 12,750 208 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) (6) Other cash paid relevant to financing activities: Six months ended Six months ended June 30, 2024 June 30, 2023 Deposit for issuing bills payable 3,424 3,210 Other 460 627 3,884 3,837 8. Supplementary information to cash flow statement (1) Reconciliation of net profit to net cash flows provided by (used in) operating activities: Six months ended June 30 2024 2023 Net profit (12,812) 93,632 Add: Assets impairment loss 3,565 3,067 Credit impairment loss 2 (91) Depreciation of fixed assets and investment property 118,953 114,931 Depreciation of-right-of use assets 787 1,177 Amortization of intangible assets 6,058 6,033 Loss (gain) on disposal of fixed assets, intangible assets and other long-term assets 39 472 Loss of fair value change 30,870 - Financial expenses 5,180 2,661 Decrease in deferred income tax assets 51,414 20,379 Decrease (increase) in inventory (16,667) 77,725 Decrease (increase) in accounts receivable from operating activities 112,480 )327,200( Increase (decrease) in payables from operating activities 4,048 )56,446) Net cash flows provided by (used in) operating activities 303,917 (63,660) (2) Net increase in cash and cash equivalents Six months ended June 30 2024 2023 Closing balance of cash 69,085 121,346 Less: Opening balance of cash 157,186 258,330 Net increase in cash and cash equivalents (88,101) (136,984) 209 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Related parties and related parties transactions (1) Information on parent Company Registered capital Company Registered (Thousand Shareholding Percentage name place Business nature RMB) percentage of voting rights Production and sales of agrochemicals, Syngenta Shanghai, fertilizers and GM Group China seeds 11,144,545 78.47% 78.47% The ultimate controlling shareholder is Sinochem Holdings . (2) Information on the subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VII.1. (3) Transactions with related parties a. Transactions of goods and services Six months ended June 30 2024 2023 Summary of Purchase of goods/services Related Party Relationship received: Purchase of goods/services received Common control under Sinochem Holdings 35,789 50,950 Subsidiary 42,440 53,851 Purchase of fixed assets and other assets Common control under Sinochem Holdings - - Summary of Sales of goods: Sale of goods Common control under Sinochem Holdings 226 2,553 Subsidiary 555,090 499,786 Rendering of services Subsidiary - 164 210 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Transactions and balances with related parties - (cont'd) (3) Transactions with related parties - (cont'd) b. Guarantees The Company as the guarantor Amount of Inception Maturity Guaranty guaranteed date of date of completed loan guaranty guaranty (Y/ N) Subsidiary 16,000 2021.12.01 2024.11.28 N 35,000 2022.01.01 2025.11.28 N 21,000 2022.02.28 2027.11.28 N 14,000 2022.03.28 2027.11.28 N 7,500 2022.05.20 2027.11.28 N 23,500 2022.06.26 2027.11.28 N 10,000 2022.10.31 2027.11.28 N 11,000 2022.11.30 2027.11.28 N 30,000 2024.01.23 2024.12.06 N 10,000 2023.01.12 2025.06.20 N 19,000 2022.11.17 2024.12.20 N 12,000 2023.04.03 2025.06.20 N 3,000 2023.07.28 2027.11.10 N 5,000 2023.10.17 2027.11.10 N 50,000 2024.04.10 2027.04.26 N 4,000 2022.01.25 2026.09.28 N 3,900 2022.02.28 2026.09.28 N 8,100 2022.07.12 2026.09.28 N 2,000 2023.04.13 2026.09.28 N 3,000 2024.02.05 2026.09.29 N 9,000 2022.08.11 2028.06.22 N 10,000 2022.08.31 2028.06.22 N 11,000 2022.10.28 2027.06.22 N 25,000 2022.11.23 2026.12.22 N 10,000 2023.01.16 2026.06.22 N 14,000 2023.04.04 2026.06.22 N 4,000 2024.02.07 2026.06.23 N 1,500 2023.04.26 2028.05.05 N The Company as the guarantee receiver Amount of Inception date Maturity date Guaranty Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N) Parent company 298,000 21/04/2021 20/04/2028 N 70,063 01/06/2021 31/05/2028 N During the reporting period, the Company paid a guarantee fee amounting to 210 thousand RMB (2023.1-6: 219) to the parent company. 211 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Transactions and balances with related parties - (cont'd) (3) Transactions with related parties - (cont'd) c. Intercompany borrowings/lending Borrowing/ Commencement Termination Balance at Related party Lending amount date date year end Note Lending Subsidiary 125,000 2022.06 2024.05 - Fixed rate at 2.4% Subsidiary 125,000 2023.12 2025.12 125,000 Fixed rate at 2.4% d. Receivables from and payables to related parties (including loans) Receivable Items June 30 December 31 2024 2023 Expecte Expected Related Party Book d credit Book credit Items Relationship Balance losses Balance losses Trade receivables Subsidiary 941,625 - 1,008,497 - Non-current assets within one year Subsidiary - - 125,000 - Other non-current assets Subsidiary 125,000 - 125,000 - Other receivables Subsidiary 11,611 - 11,611 - Prepayments Common control under Sinochem Holding 1,714 - 497 - Other non-current Common control under assets Sinochem Holding 5 - 21 - Payable Items December June 30 31 Items Related Party Relationship 2024 2023 Trade payables Subsidiary 10 1,383 Trade payables Common control under Sinochem Holdings 9,519 9,493 Other payables Subsidiary 486,827 436,815 Common control under Sinochem Holdings 318 507 212 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Transactions and balances with related parties - (cont'd) (3) Transactions with related parties - (cont'd) e. Other related party transactions The closing balance of bank deposit in SinoChem Finance Corporation was 52,108 thousand RMB (31.12.23: 26,552) Interest income of bank deposit for the current period was 1,181 thousand RMB (amount for six months ended June 30, 2023 was 1,490 thousand RMB). 213 ADAMA Ltd. Semi-Annual Report 2024 Supplementary information (Expressed in RMB '000) 1. Extraordinary Gain and Loss Six months ended June 30, 2024 Disposal of non-current assets 18,217 Government grants recognized through profit or loss 2,299 Recovery or reversal of expected credit losses which is assessed individually during the years 16,710 Post vesting fair value revaluation of cash-settled share based payment 17,338 Other non-operating income or expenses other than the above 7,799 Tax effect (10,174) 52,189 2. Return on net assets and earnings per share (“EPS”) The information of Return on net assets and EPS is in accordance with the Preparation Rules for Information Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of Return on net assets and Earnings per share (2010 Amendment) issued by China Securities Regulatory Commission. Weighted average rate of return on net Basic EPS Diluted EPS Profit during the reporting period assets (RMB/share) (RMB/share) Net loss attributable to ordinary shareholders of the Company (4.17%) (0.38) N/A Net loss after deduction of extraordinary gains/losses attributable to ordinary shareholders of the Company (4.42%) (0.41) N/A ADAMA Ltd. Legal Representative:Steve Hawkins August 27, 2024 214