Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2022-4
ADAMA Ltd.
Announcement on Providing Guarantees by a
Wholly-owned Subsidiary to its 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
In order to meet the daily operation and business develop ment needs of Adama Brasil S.A.
(hereinafter referred to as “Adama Brasil”), a subsidiary of Adama Agricultural Solutions
Ltd. (hereinafter referred to as "Solutions"), a wholly-owned subsidiary of ADAMA Ltd.
(hereinafter and above referred to as "the Company"), Solutions agreed to provide a joint
and several liability guarantee in the amount of up to USD 9,000,000 (approximately RMB
57.38 million) in favor of certain financing institutions that will provide Adama Brasil with
credit facilities.
Solutions previously provided a joint and several liability guarantee in the amount of up to
GBP 300,000 in favor of the relevant bank that would provide guarantee for payment of
Import Taxes (Duty and Import VAT) to the UK customs authorities of Solution’s subsidiary
- Adama Agricultural Solutions UK Ltd. (hereinafter referred to as "Adama UK"). Based on
the actual needs of Adama UK, Solutions intends to adjust the above approved guarantee
amount.
Additionally, Solutions previously provided joint and several liability guarantees in the
amount of up to USD 30,000,000 in favor of relevant bank to secure certain debts of its
subsidiaries’ branches - Adama Celsius B.V. - Curacao Branch, and Adama Fahrenheit B.V.
- Curacao Branch. According to said branches’ business development needs, Solutions
intends to adjust the above approved guarantee amount.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
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Listed Companies No.1: Standardized Operation of Main Board Listed Companies, the
above guarantees are provided by the wholly-owned subsidiary of the Company for the legal
entity consolidated in the financial statements of the Company, and have fulfilled the
internal decision-making procedures of Solutions, therefore, it does not need to be submitted
to the Company’s board of directors or shareholders’ meeting for approval.
II. Basic Information of the Warrantees
1. Basic Information of Adama Brasil
Name of the Warrantee: Adama Brasil S.A.
Established Date: December 18th, 1997
Registered Address: Rua Pedro Antonio de Souza, No.400 – Pq Rui Barbosa – Londrina,
State of Paraná Brazil – CEP 86.031-610
CEO: Romeu Stanguerlin
Registered Capital: R$ 302,777,425.79 (three hundred and two million, seven hundred and
seventy-seven thousand, four hundred and twenty-five Brazilian Reais and seventy-nine
centavos)
Business Scope: Manufacture, import, export, and commercialization of crop protection
products.
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Adama Brasil is indirectly wholly owned (100%) by Solutions.
Credit status: After searching on the website of disclosure of enforcement information of
China, Adama Brasil is not a debtor subject to judicial enforcement.
The most recent financial situation of Adama Brasil is as follows:
Unit: ’000 USD
At Sep 30, 2021 At Dec 31,2020
(unaudited) (audited)
Total Assets 843.705 828.356
Total Liabilities 716.735 692.153
Bank Loans 197.233 207.453
Other Current Liabilities 504.942 473.675
Contingency 14.540 10.253
Net Assets 126.970 136.203
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January to September 2021 2020
(unaudited) (audited)
Revenue 536.706 731.480
Total Profit 44.860 25.595
Net Profit - 6.482 -32.452
2. Basic Information of Adama UK
Name of the Warrantee: Adama Agricultural Solutions UK Ltd.
Established Date: 23rd December 1988
Registered Address: 3rd Floor East, 1410 Arlington Business Park, Theale, Reading, RG7 4
SA, United Kingdom
CEO: Benjamin David Miles
Registered Capital: GBP 50,100.00
Business Scope: Import and Resale of Crop Protection Chemicals.
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Adama UK is indirectly wholly owned (100%) by Solutions.
Credit status: After searching on the website of disclosure of enforcement information of
China, Adama UK is not a debtor subject to judicial enforcement.
The most recent financial situation of Adama UK is as follows:
Unit: ’000 USD
At Sep 30 2021 At Dec 31,2020
(unaudited) (audited)
Total Assets 38,784 45,372
Total Liabilities 32,500 39,459
Bank Loans - -
Other Current Liabilities - -
Contingency - -
Net Assets 6,284 5,913
January to September 2021 2020
(unaudited) (audited)
Revenue 33,775 53,816
Total Profit 652 1,715
Net Profit 371 906
3. Basic Information of Adama Celsius B.V. Curacao Branch and Adama Fahrenheit B.V.
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Curacao Branch
Name of the Warrantee: Adama Celsius B.V. Curacao Branch and Adama Fahrenheit B.V.
Curacao Branch
Established Date: December 6, 2002
Registered Address: Pos Cabai Office Park Unit 13, P.O. Box 403, Willemstad, Curacao
Legal Representative: Joost van Grinsven
Business Scope: Purchase, sale and distribution of agricultural chemicals.
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
ADAMA Celsius B.V. Curacao Branch & ADAMA Fahrenheit B.V. Curacao Branch are
branch offices of Adama Celsius B.V. and ADAMA Fahrenheit B.V., both indirectly wholly
owned (100%) by Solutions.
Credit status: After searching on the website of disclosure of enforcement information of
China, Adama Celsius B.V. Curacao Branch and Adama Fahrenheit B.V. Curacao Branch
are not debtors subject to judicial enforcement.
The most recent financial situation of Adama Celsius B.V. Curacao Branch is as follows:
Unit: ’000 USD
At Sep 30 2021 At Dec 31,2020
(unaudited) (audited)
Total Assets 279,904 304,699
Total Liabilities 79,258 98,239
Bank Loans - -
Other Current Liabilities 51,620 70,549
Contingency - -
Net Assets 200,646 206,460
January to September 2021 2020
(unaudited) (audited)
Revenue 180,071 265,639
Gross Profit 22,044 38,267
Net Profit -5,436 -7,807
The most recent financial situation of Adama Fahrenheit B.V. Curacao Branch is as follows:
Unit: ’000 USD
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At Sep 30 2021 At Dec 31,2020
(unaudited) (audited)
Total Assets 303,565 241,002
Total Liabilities 95,479 102,366
Bank Loans - -
Other Current Liabilities 65,708 52,921
Contingency - -
Net Assets 208,086 138,636
January to September 2021 2020
(unaudited) (audited)
Revenue 246,188 275,784
Gross Profit 20,919 35,764
Net Profit -11,899 -6,831
III．Main Contents of the Guarantees
1. In order to meet the daily operation and business development needs of Adama Brasil,
Banco Rabobank International Brazil S.A. ("Banco Rabobank") and Fundo de Investimento
em Direitos Creditórios Donegal (an investment fund duly organized and constituted in
accordance with the Brazilian law, the "Fund") agreed to provide credit facilities, including
portfolio finance transactions to Adama Brasil, and Solutions approved to provide guarantee
in the amount up to USD 9,000,000 (approximately RMB 57.38 million) in favor of Banco
Rabobank and/or the Fund (herein jointly and severally referred to as the "Beneficiaries").
The guarantee is valid until December 31st, 2025.
2. In connection with the guarantee provided by Israel Branch of Citibank N.A. (hereinafter
referred to as the “Bank”) for certain customs transactions of Adama UK, Solutions entered
into the Revolving Guarantee Limited in Amount Agreement with the Bank, according to
which Solutions agreed to provide a joint and several liability guarantee in the amount of up
to GBP 300,000 in favor of the Bank, to guarantee and secure the obligations of Adama UK.
Based on the actual business needs of Adama UK, Solutions intends to increase the above
guarantee amount, and replace it with GBP 3,300,000 (approximately RMB 28.40 million).
The term of the guarantee remains unchanged.
3. Solutions previously signed a Revolving Guarantee Limited in Amount of joint and
several liability guarantee of USD 30,000,000 (hereinafter referred to as the “Guarantee
Amount”) in favor of Citibank N.A. Israel branch to secure the debts of Adama Celsius B.V.
Curacao Branch and Adama Fahrenheit B.V. Curacao Branch,. Based on the actual business
needs of Adama Celsius B.V. Curacao Branch and Adama Fahrenheit B.V. Curacao Branch,
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Solutions intends to increase the Guarantee Amount, to the amount of up to USD 70,000,000
(approximately RMB 446.30 million). The term of the guarantee remains unchanged.
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 4,302.59 million. After providing the above guarantees, the balance of
the guarantees provided by the Company and its subsidiaries will be RMB 4,834.67 million,
accounting for approximately 22.56% 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. List of Reference Documents
1. Solutions’ internal decision-making documents；
2. Amendment to Revolving Guarantee Limited in Amount Agreement signed by Solutions
and Citibank N.A. Israel branch;
3. Second Amendment to a Revolving Guarantee Limited in Amount Signed by Solutions and
Citibank N.A. Israel branch;
4. Letter of Guarantee for USD 9,000,000.00 issued by Solutions.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
January 22, 2022
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