安道麦B:关于为全资子公司提供担保的公告(英文版)2020-12-22
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2020-72
ADAMA Ltd.
Announcement on Providing Guarantees in Favor of
a Wholly-owned Subsidiary
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.Overview
In order to meet the daily operation and business development needs of ADAMA
Anpon (Jiangsu) Ltd. (hereinafter referred to as “Anpon”), a wholly-owned
subsidiary of the Company, the Company intends to provide guarantees in favor of
certain financing banks that are to provide annual loans to Anpon, under which it
will guarantee Anpon’s repayment of such loans, in a total amount not exceeding
RMB 1,252 million.
According to the Listing Rules of the Shenzhen Stock Exchange, the 30th meeting of
the 8th session of the Board of Directors of the Company approved a Proposal on
Providing Guarantees in Favor of a Wholly-owned Subsidiary. The decision to
provide such guarantees is within the rights of the Board of Directors. No additional
approval for the aforesaid guarantees is required from the shareholders of the
Company.
II. Basic Information of the Warrantee
Name of the Warrantee: ADAMA Anpon (Jiangsu) Ltd.
Established Date: November 25, 1998
Registered Address: No. 30, Huagong Road, Huai’an City
1
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 Sep 30, 2020 At Dec 31, 2019
Item
(unaudited) (audited)
Total Assets 165,950.72 128,788.99
Total Liabilities 114,170.35 97,300.44
Bank Loans 64,400 57,400
Other Current
0 0
Liabilities
Contingency 0 0
Net Assets 51,780.37 31,488.53
Debt-to-assets Ratio 68.80% 75.47%
January to September 2020 2019
(unaudited) (audited)
Revenue 166,636.09 159,890.88
Net Profit 20,394.20 -9,714.64
Total Profit 23,857.61 -11,399.28
III. Main Contents of the Guarantees
1. The Company intends to provide joint liability guarantees for the below loans of
Anpon which will not exceed a period of one year.
(1) Loan for working capital which will not exceed RMB 100 million in 2021 to be
provided by Huai’an Rural Commercial Bank.
(2) Loan for working capital which will not exceed RMB 100 million in 2021 to be
provided by Huai’an South City Branch of Industrial and Commercial Bank of
China.
2
(3) Loan for working capital, L/C and trade finance which will not exceed RMB 90
million in 2021 to be provided by Huai’an Qing Jiangpu Branch of Agricultural
Bank.
(4) Loan for working capital which will not exceed RMB 80 million in 2021 to be
provided by Huai’an Branch of Bank of Communications.
(5) Loan which will not exceed RMB 100 million in 2021 to be provided by Huai’an
Branch of Industrial Bank.
(6) Loan which will not exceed RMB 100 million in 2021 to be provided by
ChemChina Finance Co., Ltd.
(7) Loan for working capital which will not exceed RMB 80 million in 2021 to be
provided by Huai’an Qingpu Branch of China Construction Bank.
(8) Loan for working capital which will not exceed RMB 100 million in 2021 to be
provided by Huai’an Huahuai Branch of Bank of Jiangsu.
(9) Loan for working capital which will not exceed RMB 100 million in 2021 to be
provided by Huai’an Branch of Postal Savings Bank of China.
2. The Company intends to provide joint liability guarantees for the project loans of
Anpon detailed below.
(1) Project loan which will not exceed RMB 264 million to be provided by Huai’an
South City Branch of Industrial and Commercial Bank of China.
(2) Project loan which will not exceed RMB 78 million to be provided by Huai’an
Qingpu Branch of China Construction Bank.
(3) Project loan which will not exceed RMB 60 million to be provided by Huai’an
Qing Jiangpu Branch of Agricultural Bank.
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 4,153.36 million.
3
If all the guarantees under this announcement are actually provided, the balance of
the guarantees provided by the Company and/or its subsidiaries will be RMB
5,405.36 million. This amount will account for approximately 24.16% 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.
V. 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 guaranteed party which is a wholly owned
subsidiary of the Company; (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.
VI. List of Reference Documents
1. Resolution of the 30th Meeting of the 8th session of the Board of Directors of the
Company.
It is hereby announced.
Board of Directors of ADAMA Ltd.
December 22, 2020
4