Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2022-30
ADAMA Ltd.
Announcement on Providing Guarantees by a Wholly-
owned Subsidiary to its Subsidiaries
The Company and all members of the Company’s Board of Directors confirm that all
information disclosed herein is true, accurate and complete, with no false or misleading
statement or material omission.
I．Overview
In order to meet the daily operation and business development needs of Adama Celsius B.V.,
Curacao Branch (hereinafter referred to as “Celsius ”) and Adama Fahrenheit B.V., Curacao
Branch (hereinafter referred to as “Fahrenheit”, and hereinafter jointly referred to as
“Borrowers”), both branches of indirect subsidiaries of Adama Agricultural Solutions Ltd.
(hereinafter referred to as "Solutions"), a wholly-owned subsidiary of ADAMA Ltd.
(hereinafter referred to as "the Company"), Solutions agreed to provide a joint and several
liability guarantee in the amount of up to USD 35 million (approximately RMB 250,834,500)
in favor of VALLEY NATIONAL BANK (successor by merger to BANK LEUMI USA)
(hereinafter referred to as “VALLEY”),that will provide the Borrowers with financial
accommodations.
It shall be noted that Solutions previously provided a joint and several liability guarantee in
the amount of up to USD 10 million in favor of BANK LEUMI USA (which, as mentioned,
was merged into VALLEY) for certain financial accommodations. Based on current needs of
the Borrowers, Solutions intends to adjust the above previously approved guarantee amount
to a total amount of USD 45 million.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
Listed Companies No.1: Standardized Operation of Main Board Listed Companies, the above
guarantees are provided by the wholly-owned subsidiary of the Company for the legal entity
consolidated in the financial statements of the Company, and have fulfilled the internal
decision-making procedures of Solutions, therefore, it does not need to be submitted to the
Company’s board of directors or shareholders’ meeting for approval.
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II. Basic Information of the Warrantees
1. Basic Information of Celsius
Name of the Warrantee: Adama Celsius B.V., Curacao Branch
Established Date: December 6, 2002
Registered Address: Pos Cabai Office Park Unit 13, P.O. Box 403, Willemstad, Curacao
Legal Representative: Joost van Grinsven
Business Scope: Purchase, sale and distribution of agricultural chemicals.
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Celsius is a branch office of Adama Celsius B.V., an indirectly wholly-owned subsidiary
(100%) of Solutions.
Credit status: After searching the website of disclosure of enforcement information of China,
Celsius is not a debtor subject to judicial enforcement.
The most recent financial situation of Celsius is as follows:
Unit: ’000 USD
At Sep 30 2022 At Dec 31,2021
(unaudited) (audited)
Total Assets 389,498 287,974
Total Liabilities 170,563 112,025
Bank Loans - -
Other Current Liabilities 146,054 87,274
Contingency - -
Net Assets 218,935 175,949
January to September 2022 2021
(unaudited) (audited)
Revenue 316,520 256,847
Gross Profit 46,182 28,733
Net Profit / (Loss) 4,188 (7,610)
2. Basic Information of Fahrenheit
Name of the Warrantee: Adama Fahrenheit B.V., Curacao Branch
Established Date: December 6, 2002
Registered Address: Pos Cabai Office Park Unit 13, P.O. Box 403, Willemstad, Curacao
Legal Representative: Joost van Grinsven
Business Scope: Purchase, sale and distribution of agricultural chemicals.
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Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Fahrenheit is a branch office of Adama Fahrenheit B.V., an indirectly wholly-owned
subsidiary (100%) of Solutions.
Credit status: After searching the website of disclosure of enforcement information of China,
Fahrenheit is not a debtor subject to judicial enforcement.
The most recent financial situation of Fahrenheit is as follows:
Unit: ’000 USD
At Sep 30 2022 At Dec 31,2021
(unaudited) (audited)
Total Assets 536,432 325,718
Total Liabilities 187,650 106,224
Bank Loans - -
Other Current Liabilities 182,188 100,755
Contingency - -
Net Assets 348,782 219,494
January to September 2022 2021
(unaudited) (audited)
Revenue 485,841 324,285
Gross Profit 79,834 17,070
Net Profit/ (Loss) 28,474 (26,561)
III．Main Contents of the Guarantees
In order for improving the cash flow and reducing the financing expenses of the Borrowers
by entering into a financing program, Solutions approved adjusting the joint and several
liability guarantee with an additional amount of up to USD 35 million (approximately RMB
250,834,500) for a total of USD 45 million in favor of VALLEY (which, as mentioned above,
is successor by merger to BANK LEUMI USA), to secure the financial accommodations given
or to be given to the Borrowers. The guarantee shall continue until written notice of revocation
of the limited guaranty letter signed by Solutions.
IV. Accumulated Quantity of External Guarantees and Overdue Guarantees
Currently, the balance of the guarantees that have been provided by the Company and/or its
subsidiaries is RMB 8,764,011,358. After providing the above guarantees, the balance of the
guarantees provided by the Company and its subsidiaries will be RMB 9,014,845,858,
accounting for approximately 42.77% of the latest audited net assets of the Company.
No guarantee is provided by the Company and/or its subsidiaries for the favor of entities not
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consolidated in the Company’s financial statements.
The Company and its controlled subsidiaries do not have overdue guarantees.
V. List of Reference Documents
1. Limited Guaranty issued by Solutions.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
November 25, 2022
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