Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) Announcement NO. 2020-43
ADAMA Ltd.
Announcement on Providing Guarantees in favor of
Wholly-owned 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
On March 30, 2020, the 1st Interim Shareholders Meeting of ADAMA Ltd. (hereinafter
referred to as “the Company”) approved a Proposal on Providing Guarantees in Favor of a
Wholly-owned Subsidiary, according to which the Company shall, among others, provide
guarantees in favor of certain financing banks that are to provide project loans to ADAMA
Anpon (Jiangsu) Ltd. (hereinafter referred to as “Anpon”). For details, please refer to the
Announcement published by the Company on the website www.cninfo.com.cn
(Announcement No.2020-8). Based on the actual needs of Anpon, the Company intends to
adjust the above approved guaranteed amounts and replace one of the financing banks.
Additionally, in order to meet the daily operation and business development needs of Hubei
Sanonda Foreign Trade Co., Ltd. (hereinafter referred to as “Foreign Trade Company”), a
wholly-owned subsidiary of the Company, the Company intends to provide joint liability
guarantees in favor of certain financing banks that are to provide credit lines to Foreign
Trade Company. Under these guarantees, the Company will guarantee Foreign Trade
Company’s repayment of such loans up to a total amount not exceeding RMB 200 million.
According to the Listing Rules of the Shenzhen Stock Exchange, the 26th meeting of the 8th
session of the Board of Directors of the Company approved the Proposal on Providing
Guarantees in favor of Wholly-owned Subsidiaries. Since the debt-to-assets ratio of both
Anpon and Foreign Trade Company exceed 70%, the guarantees shall be further submitted
to the shareholders for approval.
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II. Basic Information of the Warrantees
1. Basic Information of Anpon
Name of the Warrantee: ADAMA Anpon (Jiangsu) Ltd.
Established Date: November 25, 1998
Registered Address: No. 30, Huagong Road, Huai’an City
Legal Representative: Jiang Yutian
Registered Capital: RMB 251,380,000
Business Scope: Manufacture and sale of chemical products
Relationship with the Company: The Company’s wholly owned subsidiary.
Credit status: After searching on the website of disclosure of enforcement information of
China, Anpon is not a judgement debtor subject to enforcement.
The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
At Jun 30, 2020 At Dec 31,2019
(unaudited) (audited)
Total Assets 153,354 128,789
Total Liabilities 105,683 97,300
Bank Loans 52,600 57,400
Other Current Liabilities 0 0
0 0
Contingency
Net Assets 47,671 31,489
January to June 2020 2019
(unaudited) (audited)
Revenue 115,936 159,891
Total Profit 19,023 -11,399
Net Profit 16,285 -9,715
2. Basic Information of Foreign Trade Company
Name of the Warrantee: Hubei Sanonda Foreign Trade Co., Ltd.
Established Date: July 29, 1998
Registered Address: No.1, Beijing Donglu Road, Jingzhou City, Hubei Province.
Legal Representative: Dong Jiahui
Registered Capital: RMB 10,000,000
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Business Scope: Import and export business.
Relationship with the Company: The Company’s wholly owned subsidiary.
Credit status: After searching on the website of disclosure of enforcement information of
China, Foreign Trade Company is not a judgement debtor subject to enforcement.
The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
At Jun 30, 2020 At Dec 31,2019
(unaudited) (audited)
Total Assets 42252.65 38691.20
Total Liabilities 31691.32 30315.30
Bank Loans 0 0
Other Current Liabilities 0 0
Contingency 0 0
Net Assets 10561.33 8375.90
January to June 2020 2019
(unaudited) (audited)
Revenue 23508.49 9542.08
Total Profit 2939.62 711.10
Net Profit 2185.43 533.20
III．Main Contents of the Guarantees
1. According to the Proposal on Providing Guarantees in Favor of a wholly-owned
Subsidiary approved by the 1st Interim Shareholders Meeting, the Company provides, among
others, joint liability guarantees in favor of certain financing banks which are providing
project loans for Anpon. In light of the actual needs of Anpon, the Company intends to
adjust relevant guaranteed amounts and replace one of the financing banks as follows.
Current Amended
Project loan, not exceeding RMB 210
Project loan, not exceeding RMB 300 million,
million, to be provided by Huai’an
to be provided by Huai’an South City Branch
South City Branch of Industrial and
of Industrial and Commercial Bank of China.
Commercial Bank of China.
Project loan, not exceeding RMB 105
Project loan, not exceeding RMB 170 million,
million, to be provided by Qinghe
to be provided by Huai’an Qingpu Sub-branch
Branch of Huai’an Rural Commercial
of China Construction Bank.
Bank.
Project loan, not exceeding RMB 84 Project loan, not exceeding RMB 90 million,
million, to be provided by Huai’an Qing to be provided by Huai’an Qing Jiangpu
Jiangpu Branch of Agricultural Bank. Branch of Agricultural Bank.
2. The Company intends to provide joint liability guarantees for the following credit lines of
Foreign Trade Company:
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(1) a comprehensive credit line of RMB 150 million provided by the Wuhan Branch of
Bohai Bank for bill acceptance, loans and other forms of financing services with a term of
one year;
(2) a comprehensive credit line of RMB 50 million provided by the Jiangjin Sub-branch of
Agricultural Bank Jingzhou Branch for bill acceptance, loans and other forms of financing
services with a term of one year.
IV. Opinions of the Board of Directors
The Board of Directors is of the opinion that: (i) the guaranteed funds are used for the daily
operation needs of the Company’s wholly owned subsidiaries; (ii) the financial risk of the
guarantees is under the Company’s control; and (iii) the guarantees neither significantly
impact the normal operation of the Company, nor violate the relevant provisions of the
CSRC and the Articles of Association of the Company.
V. 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 4,127.36 million. After providing the above guarantees, the balance of
the guarantees provided by the Company and its subsidiaries will be RMB 4,887.36 million.
This amount accounts for approximately 21.85% 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
consolidated in the Company’s financial statements.
The Company and its controlled subsidiaries do not have overdue guarantees.
VI. List of Reference Documents
Resolution of the 26th Meeting of the 8th Session of the Board of Directors of the Company.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
August 21, 2020
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