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安道麦B:关于为全资子公司提供担保的公告(英文版)2021-10-28  

                          Stock Code: 000553(200553)        Stock Abbreviation: ADAMA A (B) NO. 2021-47




                                   ADAMA Ltd.
 Announcement on Providing Guarantees in favor of two
            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 December 21, 2020, the 30th Meeting of the 8th Session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as “the Company” and the “the Board”) approved a
Proposal on Providing Guarantees in Favor of a Wholly-owned Subsidiary, according to
which the Company shall provide joint liability guarantees in favor of certain financing
banks that provide annual loans to the Company’s wholly-owned subsidiary, 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. 2020-72).

On April 28, 2021, the 33rd Meeting of the 8th Session of the Board approved the Proposal
on Providing Guarantees in Favor of two Wholly-owned Subsidiaries, according to which
the Company shall slightly increase the guaranteed amounts with regard to two of the loans
mentioned in the above announcement based on the actual needs of Anpon, and shall
provide joint liability guarantees in favor of the financing bank that provides credit line to
Hubei Sanonda Foreign Trade Co., Ltd. (hereinafter referred to as “Foreign Trade
Company”). For details, please refer to the Announcement published by the Company on the
website www.cninfo.com.cn (Announcement No. 2021-14).

In light of the actual needs of project loans of Anpon, the Company intends to increase the
guarantee amount with regard to two project loans of the above-mentioned guarantees.
Regarding the above guarantee for Foreign Trade Company, the Company intends to adjust

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the relevant financing bank that is to provide credit line to Foreign Trade Company
according to its actual business needs.

According to the Listing Rules of the Shenzhen Stock Exchange, the 5th meeting of the 9th
session of the Board approved the Proposal on Providing Guarantees in favor of two
Wholly-owned Subsidiaries. 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 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 dishonest person subject to judicial enforcement.

The most recent financial situation of the Warrantee is as follows:

                                                                          Unit: ’0000 RMB

                             At Sep 30 2021                    At Dec 31,2020
                             (unaudited)               (audited)
Total Assets                 157,077.83                131,581.11
Total Liabilities            95,389.08                 84,714.07
Bank Loans                   35,000.00                 28,000.00
Other Current Liabilities    -                         -
Contingency                  -                         -
Net Assets                   61,688.75                 46,867.04
                             January to September 2021 2020
                             (unaudited)               (audited)
Revenue                      155,847.06                199,834.59
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Total Profit                 17,757.57                         16,636.35
Net Profit                   14,819.03                         15,402.76

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: Liu Jianhua

Registered Capital: RMB 10,000,000

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 dishonest person subject to judicial enforcement.

The most recent financial situation of the Warrantee is as follows:

                                                                           Unit: ’0000 RMB

                                     At Sep 30, 2021                  At Dec 31,2020
                                     (unaudited)               (audited)
Total Assets                         13,603.57                 54,641.25
Total Liabilities                    1,872.77                  44,249.35
Bank Loans                           -                         -
Other Current Liabilities            -                         -
Contingency                          -                         -
Net Assets                           11,730.80                 10,391.89
                                     January to September 2021 2020
                                     (unaudited)               (audited)
Revenue                              20,852.19                 47,460.59
Total Profit                         1,785.23                  2,688.04
Net Profit                           1,338.91                  2,016.00

III.Main Contents of the Guarantees

1. According to the Proposal on Providing Guarantees in Favor of a Wholly-owned
Subsidiary approved by the 30th Meeting of the 8th Session of the Board and the Proposal on
Providing Guarantees in Favor of two Wholly-owned Subsidiaries approved by the 33rd
Meeting of the 8th Session of the Board, the Company provides joint liability guarantees in
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favor of certain financing banks that provide annual loans to Anpon. In light of the actual
needs of project loans of Anpon, the Board approves to increase the guarantee amount with
regard to two project loans of the above-mentioned guarantees.

The details are as follows.

                  Current                                             Amended
The Company intends to provide joint                 The Company intends to provide joint
liability guarantees for the project loans of        liability guarantees for the project loans of
Anpon detailed below:                                Anpon detailed below:
Project loan which will not exceed RMB 264           Project loan which will not exceed RMB 250
million to be provided by Huai’an                   million to be provided by Huai’an
South City Branch of Industrial and                  South City Branch of Industrial and
Commercial Bank of China;                            Commercial Bank of China;
Project loan which will not exceed RMB 42            Project loan which will not exceed RMB 60
million to be provided by Huai’an Rural             million to be provided by Huai’an Rural
Commercial Bank                                      Commercial Bank

2. According to the Proposal on Providing Guarantees in Favor of two Wholly-owned
Subsidiaries approved by the 33rd Meeting of the 8th Session of the Board, the Company
provides joint liability guarantees in favor of the financing bank that provides credit line to
Foreign Trade Company with the guaranteed amount not exceeding RMB 150 million.
According to the actual business needs of the Foreign Trade Company, the Board approves
to transfer the guarantees from the previous to the current financing bank. The details are as
follows.

                  Current                                             Amended
The Foreign Trade Company, based on its              The Foreign Trade Company, based on its
operation needs, intends to apply to Jingzhou        operation needs, intends to apply to Wuhan
Branch of Bohai Bank for a working capital           Branch of Bohai Bank for a comprehensive
loan which will not exceed 150 million, with         credit line which will not exceed 150 million
a term of one year. The Company intends to           for bank acceptance bills, working capital
provide joint liability guarantees in favor of       loans, etc., with a term of one year. The
the above financing bank that is to provide          Company intends to provide joint liability
loans to Foreign Trade Company.                      guarantees in favor of the above financing
                                                     bank that is to provide credit line to Foreign
                                                     Trade Company.

IV. Opinions of the Board of Directors


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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 4,471.48 million. After providing the above guarantees, the balance of
the guarantees provided by the Company and its subsidiaries will be RMB 4,931.48 million,
accounting for approximately 23.01% 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

Resolutions of the 5th Meeting of the 9th Session of the Board of Directors of the Company.




The Announcement is hereby made.




                                                       The Board of Directors of ADAMA Ltd.

                                                                            October 28, 2021




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