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公司公告

安道麦B:关于关联方1亿美元信用贷款暨关联交易的公告(英文版)2021-10-28  

                             Stock Code: 000553(200553)          Stock Abbreviation: ADAMA A (B)             NO. 2021-46



                                        ADAMA Ltd.
        Announcement on Credit Facilities of $100m from
                      the Related Party


 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.


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.Overview of the Related Party Transaction

         On October 27, the 5th meeting of the 9th session of the Board of Directors of
         ADAMA Ltd. (hereinafter referred to as the “Company”) approved a proposal on the
         signing of Credit Facility Agreements, by and between Syngenta Group (NL)
         B.V. ( hereinafter referred to as "SG NL"), a subsidiary of the Company's
         controlling shareholder, Syngenta Group Co., Ltd. (hereinafter referred to as
         "SG"), and Adama Fahrenheit B.V. ( hereinafter referred to as "ADAMA NL"), a
         wholly-owned subsidiary of the Company, according to which SG NL shall set up
         committed credit facilities in the favor of ADAMA NL in the aggregate amount of
         USD 100 million on the basis of market terms as detailed hereunder                          (the
         "Transaction").

         Since SG NL and ADAMA NL are both controlled by SinoChem Holding Co., Ltd.
         (hereinafter referred to as "SinoChem Holding”), the Transaction constitutes a
         related party transaction.

         Among the five directors of the Company, the related-party directors, Mr. Erik
         Fyrwald and Mr. Chen Lichtenstein refrained from voting, while among the
         remaining votes of the three directors, there were three (3) affirmative votes, and no
         negative votes and or abstentions. The independent directors also issued their
         independent opinion.

         The Transaction is within the approval line of the Board of Directors and is not

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       subject to the approval of the shareholders.

       The Transaction does not constitute a Material Assets Restructuring as stipulated by
       the Administrative Measures on Significant Asset Restructuring of Listed
       Companies.

II.    Introduction to the Related Party

       SG NL was established in 2016. Its legal representative is Edwin Pool, and its
       registered address is Westeinde 62, 1601BK Enkhuizen, The Netherlands. It has
       registered capital of EUR 1 and mainly undertakes the businesses related to holding
       activities. The main financial data as of December 31, 2020 is: operating revenue of
       USD 726,377,000, net profit of USD 724,221,000, total assets of USD
       43,363,379,000, net assets of USD 41,360,784,000.

       Related-party relationship: Both SG NL and ADAMA NL are controlled by
       SinoChem Holding, the actual controller of the Company. SG NL is related party of
       the Company in accordance with Item 2 of Article 10.1.3 of the Listing Rules of
       Shenzhen Stock Exchange.

       Analysis of contract performance capability: To the best of the Company’s
       knowledge, SG NL operates normally and is in good operational condition. After
       searching on the website of disclosure of enforcement information of China, it is not
       a debtor subject to judicial enforcement.

III.   Basic Information on the Target of the Related-Party Transaction

       The Transaction is for the setting up of committed credit facilities in the aggregate
       amount of USD 100 million on market terms or preferab e terms, by way of: (i)
       USD 50 million short-term committed annually revolving credit line, at 3-month
       Libor + 1.6%; and (ii) USD 50 million long-term bullet loan for 5 years, at 2.7%
       annual fix interest rate (the "Credit Facilities Agreements").

IV.    Pricing Basis of the Related-Party Transaction

       The Transaction is made on the principles of voluntariness, equality, mutual benefit,
       justice and fairness. The terms of the Transaction were negotiated fairly on the basis
       of market practice.

V.     Main Contents of the Credit Facilities Agreements

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      Contract Name: Credit Facilities Agreements by and between Adama Fahrenheit
      B.V. and Syngenta Group (NL) B.V.

      Borrower: Adama Fahrenheit B.V.

      Lender: Syngenta Group (NL) B.V.

      Main Terms: committed credit facilities in the aggregate amount of USD 100
      million on market terms or on preferable terms) by way of: (i) USD 50 million short-
      term committed annually revolving credit line, at 3-month Libor + 1.6%; and (ii)
      USD 50 million long-term bullet loan for 5 years, at 2.7% annual fix interest rate.

      Effective Date of the Credit Facilities Agreements: the date the Credit Facilities
      Agreements are duly signed, following the approval of the Board of Directors of the
      Company. The Board of Directors of the Company will review the terms relating to
      the USD 50 million short-term revolving credit line every three years.

      Dispute Resolutions: Any controversy or claim that fails to be solved amicably shall
      be finally submitted to the competent courts of Amsterdam under the laws of
      Netherlands.

VI.   Purpose of the Transaction and Its Impact on the Company

      The Transaction expands the Company's and its subsidiaries funding sources with
      committed facilities providing an additional cash source not included in bank
      covenants. The Credit Facilities Agreements follow the general practice of similar
      transactions in the market and doesn’t contain unfair terms. The Transaction will not
      adversely affect the interests of the Company and its non-related party shareholders,
      nor will it affect the independence of the Company.

VII. Status of the Different Kind of Related Party Transactions between the Company
      and SinoChem Holding

      The related party transactions between the Company and subsidiaries of Sinochem
      Holding are as follows:

      1. From January 1, 2021 till September 30, 2021, the occurred related party transactions
        with subsidiaries of SinoChem Holding in the ordinary course of business is RMB
        2,788.06m. The estimated related party transaction amount in the ordinary course of
        business approved by the 2020 annual shareholders meeting is RMB 3,539.1m.

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      2.    Deposits of the Company and its wholly-owned subsidiary ADAMA Anpon
           (Jiangsu) Ltd. deposited in the ChemChina Finance Company: As of the date of this
           announcement, the balance of deposits remains RMB 59,346,357.53 and USD
           24,068,474.46, which have been approved by the 3rd interim shareholders meeting
           of the Company in 2020.

VIII. Independent Directors’ Opinions

      The Company’s independent directors have given separate opinions on the Transaction:
      The Credit Facilities Agreements are based on the funding needs of the Company and is
      normal business operations. The Transaction conforms to relevant national laws and
      regulations, as applicable, and market-oriented principles, and will not impact the
      independence of the Company or harm the interests of the Company and its other
      shareholders. The decision-making procedures for the Transaction conform to the
      Company Law, the Rules of Shenzhen Stock Exchange for the Listing of Stocks, the
      Articles of Association of the Company and other laws and regulations. Therefore, the
      independent directors approved the Transaction.

IX.   Documents for Future Reference

      1. The resolution of the 5th Meeting of the 9th Session of the Board of Directors of the
           Company;

      2. Independent directors’ opinion and their prior written approva .


      It is hereby announced.




                                                    The Board of Directors of ADAMA Ltd.

                                                                             October 28, 2021




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