ADAMA Ltd.
Special Report on Amounts due from the
Controlling Shareholder and Other Related Parties
For the year ended December 31, 2019
Note: The Special Report on Amounts due from the Controlling Shareholder and Other Related Parties
will be issued in Chinese. This special explanation is English translation prepared for the Company's
management review purpose only and cannot be provided to third parties for other purpose. If there is any
conflict between the Chinese and English version, the Chinese version shall prevail.
Special Report on Amounts due from the Controlling Shareholder and Other Related Parties
for the Year For the year ended December 31, 2019 of
ADAMA Ltd.
De Shi Bao (Han) Zi (20) No. Q00185
To the Board of Directors of ADAMA Ltd.:
We are entrusted to audit the financial statements of ADAMA Ltd. (hereinafter referred to as
"ADAMA"), which comprise consolidated and the Company's balance sheets as at 31 December 2019,
and consolidated and the Company's income statements, consolidated and the Company's statements
of changes in shareholders' equity and consolidated and the Company's cash flow statements for the
year then ended (hereinafter referred to as the Company's financial statements for the year 2019, and
have issued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (20) No. P00109) on
April 27, 2020.
ADAMA has prepared the accompanying summary statement of amounts due from the controlling
shareholder and other related parties for the year 2019 (hereinafter referred to as the "summary
statement") in accordance with the Notice of the China Securities Regulatory Commission and the
State-Owned Assets Supervision and Administration Commission of the State Council on Several
Issues concerning Regulating Fund Transactions between Listed Companies and Their Affiliates and
the External Guarantee of Listed Companies (revised in 2017, Zheng Jian
Announcement[2017]No.16).
The management of ADAMA is responsible for the faithful preparation and disclosure of the
summary statement that give a true, legal and complete view. We have compared the summary
statement and the accounting information reviewed by us in the audit of ADAMA's financial
statements for the year 2019 along with the audited financial statements, and found that no
discrepancies, in all material aspects, were identified. We have not performed additional audit
procedures against the information stated in the summary statement except those relevant to the
related party transactions in the audit of ADAMA's financial statements for the year 2019 in
accordance with China Standards on Auditing.
The accompanying summary statement shall be read with the audited financial statements as a whole
for a better understanding of ADAMA's amount due form the controlling shareholders and other
related parties for the year 2019.
The explanation is used for the presentation of amount due from the controlling shareholders and
other related parties for the year 2019 to the securities regulator only, and for no other purpose.
Deloitte Touche Tohmatsu CPA LLP
Shanghai, China
April 27, 2020
-1-
ADAMA Ltd.
Summary Statement of Amounts due from the Controlling Shareholder and Other Related Parties
for the Year 2019 of ADAMA Ltd.
Unit: RMB’000
Addition Interest arising
Opening Closing
Non-operating fund amount in 2019 from the principle
Relation between Balance of The repayment Balance of Nature of the
flows/transaction and Name of (exclude interest balance of amount Reason of fund flows
Name of Related Party Related Party and the Amount Due amount in Amount Due fund flows
corresponding balances Account arising from the due from related /transactions
Listed Company from related 2019 from related /transaction
due from related parties principle parties in 2019
party party
balance) (If applicable)
Present controlling
Shareholder and its - - - - - - - - - -
affiliated entities
sub-total - - - - - - - - - -
Former controlling
Shareholder and its - - - - - - - - - -
affiliated entities
sub-total - - - - - - - - - -
Total - - - - - - - - - -
-2-
ADAMA Ltd.
Summary Statement of Amounts due from the Controlling Shareholder and Other Related Parties
for the Year 2019 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Opening Addition Interest arising The repayment
Other fund
Balance of amount in 2019 from the principle amount in Closing Balance Nature of
flows/transaction Relation between Related
Name of Amount (exclude interest balance of amount 2019 and of Amount Due Reason of fund the fund
and corresponding Name of Related Party Party and the Listed
Account Due from arising from the due from related currency from related flows /transactions flows
balances due from Company
related party principle parties in 2019 translation party /transaction
related parties
(Restated) balance) (If applicable) adjustments
Legal person controlled by Cash at bank
ChemChina Finance Corporation 407,593 211,677 4,629 227,544 396,355 Deposit Operational
controlling shareholder and on hand
Syngenta AG and its subsidiaries Legal person controlled by Accounts Sale of goods/
39,420 612,017 - 498,275 153,162 Operational
(Note 1) controlling shareholder receivable Service rendered
Legal person controlled by Other Transaction costs
Syngenta AG (Note 2) 34,433 - - 34,433 - Operational
controlling shareholder receivables of the divestment
Purchase of
Syngenta AG and its subsidiaries Legal person controlled by
Prepayment - 10,115 - 10,115 goods/services Operational
(Note 1) controlling shareholder
received
China National Agrochemical Legal person controlled by Other Sale of goods/
8,536 25,287 - 8,529 25,294 Operational
Company Limited controlling shareholder receivables Service rendered
Legal person controlled by Accounts Sale of goods/
Nidera Seeds Argentina SAU - 28 - (7) 35 Operational
controlling shareholder receivable Service rendered
Bluestar Engineering Co., Ltd. Purchase of
Legal person controlled by
(Former name: Haohua Prepayment 298 159 - 327 130 goods/services Operational
Controlling controlling shareholder
Engineering Co., Ltd.) received
Shareholder and its
Purchase of
affiliated entities Legal person controlled by
Jiangsu Huaihe Chemical Co.,Ltd. Prepayment 30,886 199,883 - 174,056 56,713 goods/services Operational
(present and former) controlling shareholder
received
Legal person controlled by Accounts Sale of goods/
Jiangsu Huaihe Chemical Co.,Ltd. - 203,300 203,300 -
controlling shareholder receivable Service rendered
Purchase of
Bluestar (Beijing) Chemical Legal person controlled by
Prepayment 683 14,512 - 15,195 - goods/services Operational
Machinery Co.,Ltd. controlling shareholder
received
Purchase of
Legal person controlled by
China National Bluestar Co., Ltd. Prepayment 6,078 118,402 - 124,480 - goods/services Operational
controlling shareholder
received
Purchase of fixed
Zhonglan Lianhai Design Institute Legal person controlled by
Prepayment - 3,859 - 1,207 2,652 assets and other Operational
Co.,Ltd. controlling shareholder
assets
Zhonglan Lianhai Design Institute Legal person controlled by Other Sale of goods/
- 52 - - 52 Operational
Co.,Ltd. controlling shareholder receivables Service rendered
Sub-total 527,927 1,399,291 4,629 1,287,339 644,508
-3-
ADAMA Ltd.
Summary Statement of Amounts due from the Controlling Shareholder and Other Related Parties
for the Year 2019 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Listed company's subsidiaries
- - - - - - - - - -
and its affiliated entities
Related natural person and its
- - - - - - - - - -
legal person in control
Alfa Agricultural Other non- Long term loan to Non-
Other related parties and its Joint venture 7,543 - - 7,229 314
Supplies S.A. (Note) current assets others Operational
affiliated entities
Sub-total 7,543 - - 7,229 314
Total 535,470 1,399,291 4,629 1,294,568 644,822
Note 1: The accounts receivable due to sales of goods to Syngenta AG and its subsidiaries, including Syngenta Crop Protection AG, Syngenta Supply AG,
Syngenta Espana S.A., Syngenta Italia S.p.A., and Syngenta Agro, S.A. DE C.V.
Note 2: In October 2017, ADAMA Agricultural Solutions Ltd and Syngenta AG, which are both under the common control of the ultimate holding company
entered into agreements with Nufarm Limited for the divestment of several of their products in Europe. According to the agreement, transaction costs will
be ultimately borne by Syngenta AG after the transaction is completed.
Legal representative Chief of accounting work Chief of accounting organ
-4-