Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2022-13
ADAMA Ltd.
Announcement on Providing Guarantees in favor of the
Company’s 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 development needs of ADAMA Anpon
(Jiangsu) Ltd. (hereinafter referred to as "Anpon"), a wholly-owned subsidiary of ADAMA
Ltd. (hereinafter referred to as “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
1,041 million.
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 the financing bank that is to provide credit line to Foreign Trade
Company. Under this guarantee, the Company will guarantee Foreign Trade Company’s
repayment of such loan up to a total amount not exceeding RMB 150 million.
Additionally, in order to meet the daily operation and business development needs of
ADAMA Huifeng (Jiangsu) Ltd. (hereinafter referred to as “ADAMA Huifeng”), a
controlled subsidiary of the Company, the Company intends to provide joint liability
guarantees in favor of certain banks that are to provide banking facilities to ADAMA
Huifeng. Under such guarantees, the Company will guarantee ADAMA Huifeng’s
repayment of such debt up to a total amount up to RMB 680 million.
According to the Listing Rules of the Shenzhen Stock Exchange, the 9th meeting of the 9th
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session of the Board of Directors of the Company approved the Proposal on Providing
Guarantees in favor of the Company’s 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 Feb 28 2022 At Dec 31,2021
(unaudited) (audited)
Total Assets 182,116 168,843
Total Liabilities 108,275 100,148
Bank Loans 41,040 27,750
Other Current Liabilities 0 0
Contingency 0 0
Net Assets 73,840 68,696
January to February 2022 2021
(unaudited) (audited)
Revenue 48,245 207,639
Total Profit 6,415 25,964
Net Profit 5,453 22,208
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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 Feb 28, 2022 At Dec 31,2021
(unaudited) (audited)
Total Assets 15,874.95 14,257.03
Total Liabilities 3,704.61 2,414.89
Bank Loans 0 0
Other Current Liabilities 0 0
Contingency 0 0
Net Assets 12,170.33 11,842.14
January to February 2022 2021
(unaudited) (audited)
Revenue 5,609.06 25,209.41
Total Profit 437.59 1,933.73
Net Profit 328.19 1,450.25
3. Basic Information of ADAMA Huifeng
Name of the Warrantee: ADAMA Huifeng (Jiangsu) Ltd.
Established Date: June 11, 2018
Registered Address: South of Wanggangzha, Dafeng District, Yancheng City, Jiangsu
Province.
Legal Representative: Weng Botao
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Registered Capital: RMB 1,000,000,000
Business Scope: Manufacture and sale of pesticides.
Relationship with the Company: The Company’s controlled subsidiary.
Credit status: After searching on the website of disclosure of enforcement information of
China, ADAMA Huifeng is not a dishonest person subject to judicial enforcement.
The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
At Feb 28, 2022 At Dec 31,2021
(unaudited) (audited)
Total Assets 228,411.43 217,159.91
Total Liabilities 62,580.21 51,641.70
Bank Loans 13,000.00 13,000.00
Other Current Liabilities 538.31 284.96
Contingency 0 0
Net Assets 165,831.22 165,518.21
January to February 2022 2021
(unaudited) (audited)
Revenue 32,171.46 124,846.05
Total Profit 308.27 -16,259.54
Net Profit 313.01 -11,101.32
III．Main Contents of the Guarantees
A. Guarantees in favor of the Company’s wholly-owned subsidiary Anpon
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 90 million in 2022 to be provided
by Huai’an Rural Commercial Bank.
（2）Loan for working capital which will not exceed RMB 70 million in 2022 to be provided
by Huai’an South City Branch of Industrial and Commercial Bank of China.
（3）Loan for working capital, L/C and trade finance which will not exceed RMB 90
million in 2022 to be provided by Huai’an Qing Jiangpu Branch of Agricultural Bank of
China.
（4）Loan for working capital which will not exceed RMB 80 million in 2022 to be provided
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by Huai’an Branch of Bank of Communications.
（5）Loan which will not exceed RMB 100 million in 2022 to be provided by Huai’an
Branch of Industrial Bank.
（6）Loan which will not exceed RMB 100 million in 2022 to be provided by Sinochem
Finance Co., Ltd.
（7）Loan for working capital which will not exceed RMB 100 million in 2022 to be
provided by Huai’an Qingjiangpu Branch of China Construction Bank.
（8）Loan for working capital which will not exceed RMB 100 million in 2022 to be
provided by Huai’an Huahuai Branch of Bank of Jiangsu.
（9）Loan for working capital which will not exceed RMB 50 million in 2022 to be provided
by Huai’an Branch of Bank of Huaxia.
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 105 million to be provided by Huai’an Qing
Jiangpu Branch of China Construction Bank.
（2）Project loan which will not exceed RMB 156 million to be provided by Huai’an Qing
Jiangpu Branch of Agricultural Bank of China.
B. Guarantees in favor of the Company’s wholly-owned subsidiary Foreign Trade Company
The Foreign Trade Company, based on its operation needs, intends to apply to Wuhan
Branch of Bohai Bank for a working capital loan which will not exceed 150 million, with a
term of one year. The Company intends to provide joint liability guarantees in favor of the
above financing bank that is to provide loans to Foreign Trade Company.
C. Guarantees in favor of the Company’s controlled subsidiary ADAMA Huifeng
ADAMA Huifeng intends to apply for financing facilities in a total amount of up to RMB
680 million (including working capital loans, project loans, bank acceptance bills, trade
finance, letters of credit, letters of guarantee, factoring business, etc.) from certain banks, as
listed below, to meet its daily operation and business development needs.
Banks Amount Period
(RMB, Ten thousand)
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Yancheng Dafeng Branch of
23,000 One year
China Construction Bank
Jiangsu Dafeng Rural
10,000 One year
Commercial Bank Co., LTD
Shanghai Pudong Development
Bank Co., LTD. Yancheng 8,000 One year
Branch
Dafeng Branch of Bank of
10,000 One year
China
Industrial and Commercial
Bank of China Limited 7,000 One year
Yancheng Dafeng Sub-Branch
Sinochem Finance Co., Ltd. 10,000 One year
The Company intends to provide the financing banks joint liability guarantees for the
above-mentioned banking facilities.
IV. Opinions of the Board of Directors
With regard to the guarantees to be provided by the Company in favor of the Company’s
wholly-owned subsidiaries, Anpon and the Foreign Trade Company, 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.
With regard to the guarantees to be provided by the Company in favor of the Company’s
controlled subsidiary ADAMA Huifeng, the Board of Directors is of the opinion that: (i) the
guaranteed funds are to be used for the daily operation and business development needs of
the Company’s controlled subsidiary, ADAMA Huifeng; (ii) although Jiangsu Huifeng
Agrichemical Co., Ltd., the minority shareholder of ADAMA Huifeng, holding 49% equity
stake, (hereinafter referred to as “Jiangsu Huifeng”), did not provide a respective guarantee
in proportion to its capital contribution, and in view of (1)ADAMA Huifeng’s stable
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operation and actual debt repayment ability; (2) the control that the Company has over
ADAMA Huifeng, its understanding of ADAMA Huifeng’s business condition and the
Company's ability to make decisions on certain major issues of ADAMA Huifeng; (3) the
guarantee fee of 0.3% per annum that the Company will charge Jiangsu Huifeng, according
to the shareholders agreement, on its respective share covered by the Company (49%), the
financial risk provided by the guarantees is within the Company’s control. The guarantees
neither significantly impact the regular operations of the Company, nor violate the relevant
provisions of the CSRC and the Articles of Association of the Company and do not harm the
legitimate interests of the Company and its minority shareholders.
V. Accumulated Quantity of External Guarantees and Overdue Guarantees
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 6,173.59 million,
accounting for approximately 29.29% 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 9th 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.
March 31, 2022
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