Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2020-30
ADAMA Ltd.
Amended Announce ment on Expected Related-Party Transactions in the
Ordinary Course of Business in 2020
The Company and all members of its board of directors hereby confirm that all information
disclosed herein is true, accurate and complete with no false or misleading statement or
material omission.
ADAMA Ltd. disclosed the Announcement on Expected Related-Party Transactions in the
Ordinary Course of Business in 2020 (Announcement number 2020-24) On April 28, 2020. After
review of the announcement, it shall be revised as follows by adding “Amount already occurred
as of the disclosure date” in the part of “(2) The types and amounts of expected related-party
transactions in the ordinary course of business”.
Before the revision:
(2) The types and amounts of expected related-party transactions in the ordinary course of
business
RMB’0000
The pricing Contract amount Amount
Type of Content of
principle of or estimated occurred in
related-party Related party related-party
related-party amount not to the previous
transaction transaction
transaction exceed year
Syngenta AG
Purchase of raw
and its Market price 151,940 117,685.34
materials/products
subsidiaries
Bluestar
(Beijing)
Purchasing Purchase of raw
Chemical Market price 920 3,739.82
raw materials materials/products
Machinery Co.,
and products
Ltd.
from related
parties Jiangsu Huaihe
Purchase of raw
Chemicals Co., Market price 22,770 20,960
materials/products
Ltd.
Jiangsu
Yangnong Purchase of raw Market
48,990 --
Chemical Co. materials/products price
and its
subsidiaries
Zhonglan
International Purchase of raw
Market price 3,102.7 --
Chemical Co., materials/products
Ltd.
Sub-total - - 227,722.7 142,385.16
Syngenta AG
and its Selling products Market price 86,675.9 59,647.6
subsidiaries
Jiangsu Huaihe
Chemicals Co., Selling products Market price 26,668.5 24,096
Ltd.
Sinofert Selling products Market price 941.85 --
Sinochem
Selling products Market price 311.65 --
Agriculture
Sino MAP Selling products Market price 272.55 --
Selling raw
materials and Jiangsu
products to Yangnong
Selling products Market price 88.55 --
related parties Chemical
Co., Ltd.
Jiangsu
Youshi
Selling products Market price 17,250 --
Chemical
Co., Ltd.
Zhonglan
International
Selling products Market price 2,300 --
Chemical
Co., Ltd.
Sub-total - - 134,509 83,743.6
China National
Chemical Value-added OA
Market price 261 202
Information services
Center
Receiving Shanghai
services from Branch of
related parties Zhonglan Design services Market price 663 634
Lianhai Design
Institute Co.,
Ltd.
Sub-total - - 924 836
After the revision:
(2) The types and amounts of expected related-party transactions in the ordinary course of business
RMB’0000
Amount
Contract Amount
The pricing already
Type of Content of amount or occurred
Related principle of occurred
related-party related-party estimated in the
party related-party as of the
transaction transaction amount not previous
transaction disclosure
to exceed year
date
Syngenta AG
Purchase of raw
and its Market price 151,940 43,229 117,685.34
materials/products
subsidiaries
Bluestar
(Beijing)
Purchase of raw
Chemical Market price 920 233 3,739.82
materials/products
Machinery
Co., Ltd.
Jiangsu
Huaihe Purchase of raw Market price
Purchasing 22,770 5,218 20,960
Chemicals materials/products
raw materials Co., Ltd.
and products Jiangsu
from related Yangnong
parties Purchase of raw
Chemical Co. Market price 48,990 Not --
materials/products
and its Applicable
subsidiaries
Zhonglan
International Purchase of raw
Market price 3,102.7 2,698 11,016
Chemical Co., materials/products
Ltd.
Sub-total - - 227,722.7 51,378
153,401.16
Syngenta AG
and its Selling products Market price 86,675.9 17,055 59,647.6
subsidiaries
Jiangsu
Huaihe
Selling products Market price 26,668.5 6,555 24,096
Chemicals
Co., Ltd.
Not
Sinofert Selling products Market price 941.85 --
Applicable
Selling raw Sinochem Not
Selling products Market price 311.65 --
materials and Agriculture Applicable
products to Not
related parties
Sino MAP Selling products Market price 272.55 --
Applicable
Jiangsu
Yangnong Not
Selling products Market price 88.55 Applicable --
Chemical
Co., Ltd.
Jiangsu
Youshi Not
Selling products Market price 17,250 Applicable --
Chemical
Co., Ltd.
Zhonglan Selling products Market price
International
Chemical 2,300 293 --
Co., Ltd.
Sub-total - - 134,509 23,903 83,743.6
China
National
Value-added OA
Chemical Market price 261 11 202
services
Information
Center
Receiving Shanghai
services from Branch of
related parties Zhonglan
Lianhai Design services Market price 663 0 634
Design
Institute Co.,
Ltd.
Sub-total - - 924 11 836
The appendix is the Amended Announcement on Expected Related-Party Transactions in the
Ordinary Course of Business in 2020.
It is hereby announced.
The Board of Directors of ADAMA Ltd.
May 12, 2020
ADAMA Ltd.
Amended Announce ment on Expected Related-Party Transactions in the
Ordinary Course of Business in 2020
The Company and all members of its board of directors hereby confirm that all information
disclosed herein is true, accurate and complete with no false or misleading statement or
material omission.
I. Basic Information on Related Party Transactions in the ordinary course of business
(1) Overvie w of related-party transactions in the ordinary course of business
The Company expects that the aggregated amount of related party transactions between it
and/or its subsidiaries (together the "Group Companies") and the subsidiaries of China
National Chemical Co., Ltd (“ChemChina”, the actual control controller of the Company)
in 2020 is RMB 3,631.56 million. It consists of (1) the Group Companies will purchase
raw materials/products, receive certain services from subsidiaries controlled by
ChemChina, in a total amount that will not exceed RMB 2,286.47million; and (2) the
Group Companies will sell products and provide services, in a total amount that will not
exceed RMB1,345.09 million, to subsidiaries controlled by ChemChina. Such transactions
hereinafter referred as the "related-party transactions".
Related-party transactions of the above type performed by the Company in 2019 in the
ordinary course of business amounted to RMB 2,387.79 million.
These estimations were performed based on the current available data and may change,
inter alia, as a result of changes to the Group Companies’ business and/or due to market
conditions as well as due to the formation of Syngenta Group Co., Ltd.(“Syngenta Group”),
comprising the Company, Syngenta AG and Sinochem’s agriculture-related activities,
which will further bolster the alignment between the companies and capitalize on the value
creation and synergy opportunities identified.
The related-party transactions matter has been reviewed and approved at the 25th Meeting
of the 8th session of the Board of Directors of the Company. Among the five directors of
the Company, there were three affirmative votes, zero negative votes and zero abstentions,
while the two related-party directors (Mr. Erik Fyrwald and Mr. Chen Lichtenstein)
refrained from voting.
The related-party transactions matter shall be further approved by the Shareholders
Meeting. China National Agrochemical Co., Ltd.and Jingzhou Sanonda Holdings Co., Ltd.
will refrain from voting.
(2) The types and amounts of expected related-party transactions in the ordinary course
of business
RMB’0000
Amount
Contract Amount
The pricing already
Type of Content of amount or occurred
Related principle of occurred
related-party related-party estimated in the
party related-party as of the
transaction transaction amount not previous
transaction disclosure
to exceed year
date
Syngenta AG
Purchase of raw
and its Market price 151,940 43,229 117,685.34
materials/products
subsidiaries
Bluestar
(Beijing)
Purchase of raw
Chemical Market price 920 233 3,739.82
materials/products
Machinery
Co., Ltd.
Jiangsu
Huaihe Purchase of raw Market price
22,770 5,218 20,960
Purchasing Chemicals materials/products
raw materials Co., Ltd.
and products Jiangsu
from related Yangnong
parties Chemical Co. Purchase of raw Market 48,990 Not --
and its materials/products price Applicable
subsidiaries
Ltd.
Zhonglan
International Purchase of raw
Market price 3,102.7 2,698 11,016
Chemical Co., materials/products
Ltd.
Sub-total - - 227,722.7 51,378
153,401.16
Syngenta AG
and its Selling products Market price 86,675.9 17,055 59,647.6
subsidiaries
Jiangsu
Huaihe
Selling products Market price 26,668.5 6,555 24,096
Chemicals
Co., Ltd.
Not
Sinofert Selling products Market price 941.85 --
Applicable
Sinochem Not
Selling raw Selling products Market price 311.65 --
Agriculture Applicable
materials and
Not
products to Sino MAP Selling products Market price 272.55 --
Applicable
related parties
Jiangsu
Yangnong Not
Selling products Market price 88.55 --
Chemical Applicable
Co., Ltd.
Jiangsu
Youshi Not
Selling products Market price 17,250 --
Chemical Applicable
Co., Ltd.
Zhonglan
Selling products Market price 2,300 293 --
International
Chemical
Co., Ltd.
Sub-total - - 134,509 23,903 83,743.6
China
National
Value-added OA
Chemical Market price 261 11 202
services
Information
Center
Receiving Shanghai
services from Branch of
related parties Zhonglan
Lianhai Design services Market price 663 0 634
Design
Institute Co.,
Ltd.
Sub-total - - 924 11 836
(3) Actual related-party transactions in the ordinary course of business performed in the
previous year
RMB’0000
Type of
Actually Difference
related-par Content of related Estimated
Related party occurred proportion
ty transaction amount
amount
transaction （%）
Purchase of raw
ADAMA Anpon (Jiangsu) materials/products -99.59%
130 31,904
Ltd. (including the
designated products)
Syngenta AG and its Purchase of raw
117,685.34 82,800 42.13%
subsidiaries materials/products
Purchasing
raw
materials Beijing Grand AgroChem Purchase of raw
455 1,800 -74.72%
and Co., Ltd. materials
products
from related Shandong Dacheng Purchase of raw
0 690 -100%
parties Agrochemical Co., Ltd. materials/products
Bluestar (Beijing) Chemical Purchase of raw
3,739.82 3,843
Machinery Co., Ltd. materials/products -2.68%
Jiangsu Huaihe Chemicals Purchase of raw
20,099
Co., Ltd. materials/products 20,960 4.28%
Zhonglan International Purchase of raw
11,016 11,983 -8.07%
Chemical Co., Ltd. materials/products
Sub-total - 153,986.16 153,119 0.57%
Selling
Syngenta AG and its
products Selling products 59,647.6 69,000 -13.55%
subsidiaries
and goods
to related Jiangsu Huaihe Chemicals 4.14%
Selling products 24,096 23,138
parties Co., Ltd.
Sub-total - 83,743.6 92,138 -9.11%
China National Chemical Value-added OA
65
Information Center services 202 210.8%
Jiangsu Lianhai Testing
Testing Services 60
Co., Ltd. 1 -98.33%
Receiving Zhonglan Lianhai
services (Shanghai) Chemical
Testing Services 144
from related Engineering Technology 0 -100%
party Co., Ltd.
Shanghai Branch of
Zhonglan Lianhai Design Design services 634 712 -10.96%
Institute Co., Ltd.
Sub-total - 837 981 -14.68%
Providing ADAMA Anpon (Jiangsu) Consultancy and
150 1,996 -92.48%
services to Ltd. management services
related
parties
150 1,996 -92.48%
Sub-total -
Accepting
the ADAMA Anpon (Jiangsu)
Entrusted Sale 63 569 -88.93%
entrustment Ltd.
of the
related
party to sell
its products
Sub-total - 63 569 -88.93%
Aggregated 238,779.76 248,803 -4.03%
The expected amount of the related
party transactions in 2019 is RMB
An explanation by the board of directors for the major difference 2,488.03million while the occurred
between the actual occurred amount of daily related transactions amount in 2019 is RMB
and the estimated amount 2,387.79million. No material
difference between the expected
figure and the occurred figure.
An explanation by the independent directors for the major
difference between the actual occurred amount of daily related Not applicable
transactions and the expected amount
Notes:
1. Please refer to the announcements on February 22, 2019 and April 30, 2019 for the 2019 expected
related-party transactions of the Company (Announcement number 2019-11 and 2019-31).
2. The Company is a global crop protection company, with sales amounting to RMB 27,563.239
million in 2019, such that the total amount of related party transactions performed in 2019
represents only a relatively low proportion of the overall business of the Company, 3.29% of its
total 2019 sales.
II. Introduction to Related Parties and Their Relationships with the Company
1. Syngenta AG (legal representative: n/a; registered address: Schwarzwaldallee 215 4058 Basel)
has the registered capital of RMB 41.33 million and mainly undertakes the businesses related to
crop protection, seeds. The main financial data as of the date December 31, 2019 are: operating
revenue of RMB93,661,472,000 yuan, total assets of RMB156,245,951,400 yuan, net assets of
RMB31,190,590,200 yuan.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: Syngenta AG and its subsidiaries produce and
operate normally andare in good operational and financial conditions and thus ha ve a good
contract performance capability. After searching on the website of disclosure of enforcement
information of China, it is not a dishonest party subject to enforcement.
2. Bluestar (Beijing) Chemical Machinery Co., Ltd. (legal representative:Qiao Xiaofeng;
registered address: No. 5, Xingye Street, Beijing Economic and Development Zone) has
registered capital of RMB200 million and mainly undertakes the businesses related to
production of chemical machinery and equipment, production of type III pressure vessels,
design, maintenance and installation of chemical machinery and equipment, technical
consultation, technical services, technical training. The ma in financial data as of the date
December 31, 2019 are: operating revenue of RMB632.91 million, net profit of RMB 34.50
million, total assets of RMB1,032.84 million, net assets of RMB 559.04 million.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, Bluestar
(Beijing) Chemical Machinery Co., Ltd. operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
3. Jiangsu Huaihe Chemical Co., Ltd. (legal representative: Xia Wenbiao; registered address:
Yutai County, Jiangsu Province) has registered capital of RMB 24.7million and mainly
undertakes the businesses related to manufacturing and sale of chemical products. The main
financial data as of December 31, 2019 are: operating revenue of RMB919.02 million, net
profit of RMB24.81 million, total assets of RMB638.71 million, net assets of
RMB152.68million.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of performance capability: To the best knowledge of the Company, Jiangsu Huaihe
Chemical Co., Ltd. produces and operates normally and is in good operational and financial
conditions and thus has a good performance capability. After searching on the website of
disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement
4. Zhonglan International Chemical Co., Ltd. (legal representative: Yang Hongbin; registered
address: No. 1202-1207, 12/F, No.62 North 4th Ring West Road, Haidian District, Beijing) has
registered capital of RMB 100 million and mainly undertakes the wholesale chemical products,
technology import and export, technology and information consulting services. The main
financial data as of September 30, 2019 are: operating revenue of RMB 2,650,627,406.10 yuan,
net profit of RMB9,855,233.90 yuan, total assets of RMB863,538,774.38 yuan, net assets of
RMB -7,669,944.53 yuan.
Relationship with the Company: It is a legal perso n controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, Zhonglan
International Chemical Co., Ltd. produces and operates normally and is in good operational
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
5. Zhonglan Lianhai Design Institute Co., Ltd. (Legal Representative: Huang Zhenwei; registered
address:No.51, Chaoyang West Road, Haizhou District, Lianyungang) has registered capital of
RMB128 million and mainly undertakes the businesses related to project consultation and
evaluation, design and project management, engineering construction (excluding blasting),
general contracting, technical services. The main financial data as of September 30, 2019 are:
operating revenue of RMB 277,563,142.17 yuan, net profit of RMB9,375,882.71 yuan, total
assets of RMB969,721,326.13 yuan, net assets of RMB638,737,455.15 yuan.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, Shanghai
Branch of Zhonglan Lianhai Design Institute Co., Ltd. operates normally and is in good
operational and financial conditions and thus has a good contract performance capability. After
searching on the website of disclosure of enforcement information of China, it is not a
dishonest party subject to enforcement.
6. China National Chemical Information Center (legal representative:Shui Min; registered address:
No. 53 Anwai Xiaoguan Street, Chaoyang District, Beijing) has registered capital of RMB150
million and mainly undertakes the businesses related to chemical information analysis and
consultation, software development and network technologies and services. The main financial
data as of the date September 30, 2019 are: operating revenue of RMB181,249,046.78 yuan, net
profit of RMB 17,972,020.94 yuan, total assets of RMB823,925,088.30 yuan, net assets of
RMB679,043,422.54 yuan.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, China
National Chemical Information Center operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
7. Jiangsu Yangnong Chemical Co., Ltd. (legal representative: Qin Hengde; registered address:
No. 39, Wenfeng Road, Yangzhou) has registered capital of RMB 309.8989 million and
mainly undertakes the manufacture of agrochemicals and fine chemicals. The main financial
data as of September 30, 2019 are: operating revenue of RMB 7,061.92 million, net profit of
RMB1,069.57 million, total assets of RMB 9,567.13 million, net assets of RMB 5,021.77
million. Jiangsu Youshi and Sinochem Agriculture mentioned in this announcement as
expected related parties are subsidiaries of Jiangsu Yangnong Chemical Co., Ltd.
Relationship with the Company: It is a legal person whose shares are indirectly held by
ChemChina, the actual control holder of the Company. According to the Article 10.1.3(5) of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Jiangsu
Yangnong Chemical Co., Ltd. produces and operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
8. Sinofert Holdings Limited (Executive Director & CEO: Qin Hengde; registered office:
Clarendon House 2 Church Street Hamilton HM11 Bermuda) is a company listed on the Main
Board of the Stock Exchange of Hong Kong (stock code:00297), which has registered capital
of HKD 7,024,456 million and mainly undertakes the production, import and export,
distribution and retail of fertilizer raw materials and finished products, provision of
technological research and development and services relating to the fertilizer business and
products, exploration and exploitation of phosphate mine, and production of
monocalcium/dicalcium phosphate (MCP/DCP). The main financial data as of September 30,
2019 are: operating revenue of RMB 18,719.86 million, net profit of RMB 470.65 million,
total assets of RMB 18,324.8 million, net assets of RMB 5,664.61 million.
Relationship with the Company: It is a legal person controlled by ChemChina, the actual
control holder of the Company. According to the Article 10.1.3(2) of the Rules of Shenzhen
Stock Exchange for the Listing of Stocks, it is a related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinofert
Holdings Limited produces and operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
9. Sinochem Agriculture Holdings (legal representative: Ying Minjie; registered address: Room
818, No. 28 Fuxingmennei street, Xicheng district, Beijing) has registered capital of RMB 1,000
million and mainly undertakes sales of agricultural production materials; grain purchases;
services for agriculture; technology development and technology consultation on soil
improvement and restoration, etc. The main financial data as of September 30, 2019 are:
operating revenue of RMB 1,112.7107 million, net profit of RMB -250.4939 million, total
assets of RMB 2,411.1988 million, net assets of RMB 489.7226 million.
Relationship with the Company: It is a legal person controlled by SinoChem Group
Co.,Ltd.(“SinoChem”). SincoChem is transferring its total share equity in this company to
Syngenta Group Co., Ltd, a subsidiary of the Company’s controller ChemChina. According to
the Article 10.1.6(1) of the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a
related party of the Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinochem
Agriculture Holdings produces and operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
III. Main Content of Related-Party Transactions
1. Main content
(1) All related-party transactions between the Group Companies and the relevant
related parties should be carried out based on market terms and according to the
principles of voluntariness, equality, mutual benefit, justice and fairness and
without prejudice to the interests of the Company.
(2) If there is any available state fixed price, then the state fixed price shall prevail; if
the state fixed price is inapplicable or not applicable any more, then the market
price shall prevail; if the market price is inapplicable or not applicable any more,
then both parties shall determine the exact and fair pricing standards they belie ve
to be based on relevant data.
2. Signing of transaction agreement
The Group Companies will conclude contracts with the relevant related parties
according to their production and operation requirements and their ordinary course
business practices.
IV. Purpose of Related-Party Transaction and its Impact on the Company
These related-party transactions are necessary for the daily business operation of the Group
Companies. They mainly aim to capitalize on the Group Companies’ unique positioning
and profile, including as part of the Syngenta Group, achieve cost savings, increase the
Company’s sales and market share and to drive its profitable growth. Based on the
understanding of the related-parties’ business performance, credit status and performance
capability, the Group Companies have selected them to conduct transactions in the
ordinary course of business. The related-party transaction activities follow the principle of
fairness and justice, they will not adversely affect the Company and its non-related party
shareholders. The Board of Directors of the Company holds that the related-party
transactions benefit the continuity and stability of the Company’s business operations and
has a positive impact on the normal operations o f the Company. Those transactions will not
impact the independence of the Company.
V. Independent Directors’ Opinions
The Company’s independent directors have given separate opinions on the related party
transactions matter: The Group's related-party transactions performed in the ordinary
course of business are mainly to purchase or sell goods, materials and services from/to the
related parties based on the principles of justice and fairness and the pricing standards
consistent with those of non-related parties, in order to capitalize on the Group’s unique
positioning and profile including as part of the Syngenta Group, achieve cost savings,
increase the Company’s sales and market share and to drive its profitable growth. All such
transactions shall conform to relevant national laws and regulations, as applicable, and
market-oriented principles, and shall not influence the independence of the Company or
damage the interests of the Group Companies and their other shareholders. The
decision- making procedures for these related party transactions conform to the Company
Law of the People’s Republic of China, the Rules of Shenzhen Stock Exchange for the
Listing of Stocks, the Articles of Association and other laws and regulations. We agree on
this proposal and submit it to the General Meeting of Shareholders for deliberation.
VI. Docume nts for Future Reference
1. The resolution made at the 25th Meeting of the 8th session of the Board of Directors of
the Company;
2. Independent directors’ prior written approval;
3. Independent directors’ opinions.
The Board of Directors of ADAMA Ltd.
May 12, 2020
