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安道麦B:控股股东、实际控制人及其他关联方资金占用情况的专项说明(英文版)2022-03-31  

                        ADAMA Ltd.

Special Report on Amounts due from the
Controlling Shareholder, Ultimate Controller and Other Related
Parties


For the year ended December 31, 2021
Note: The Special Report on Amounts due from the Controlling Shareholder, Ultimate Controller and
Other Related Parties will be issued in Chinese. This special explanation is English translation prepared
for the Company's management review purpose only and cannot be provided to third parties for other
purpose. If there is any conflict between the Chinese and English version, the Chinese version shall
prevail.

                    Special Report on Amounts due from the Controlling Shareholder,
                              Ultimate Controller and Other Related Parties
                          for the Year For the year ended December 31, 2021 of
                                              ADAMA Ltd.

                                                                   De Shi Bao (Han) Zi (22) No. Q00849

   To the Board of Directors of ADAMA Ltd.:

   We are entrusted to audit the financial statements of ADAMA Ltd. (hereinafter referred to as
   "ADAMA"), which comprise consolidated and the Company's balance sheets as at 31 December 2021,
   and consolidated and the Company's income statements, consolidated and the Company's statements
   of changes in shareholders' equity and consolidated and the Company's cash flow statements for the
   year then ended (hereinafter referred to as the Company's financial statements for the year 2021, and
   have issued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (22) No. P02154) on
   March 29, 2022.

   ADAMA has prepared the accompanying summary statement of amounts due from the controlling
   shareholder, ultimate controller and other related parties for the year 2021 (hereinafter referred to as
   the "summary statement") in accordance with the Guidelines for the Supervision of Listed Companies
   No. 8 - Regulatory Requirements for Capital Transactions and External Guarantees of Listed
   Companies (CSRC Announcement [2022] No.26) issued by the China Securities Regulatory
   Commission, the Ministry of Public Security, the State-owned Assets Supervision and Administration
   Commission of the State Council and the China Banking and Insurance Regulatory Commission,

   The management of ADAMA is responsible for the faithful preparation and disclosure of the
   summary statement that give a true, legal and complete view. We have compared the summary
   statement and the accounting information reviewed by us in the audit of ADAMA's financial
   statements for the year 2021 along with the audited financial statements, and found that no
   discrepancies, in all material aspects, were identified. We have not performed additional audit
   procedures against the information stated in the summary statement except those relevant to the
   related party transactions in the audit of ADAMA's financial statements for the year 2021 in
   accordance with China Standards on Auditing.

   The accompanying summary statement shall be read with the audited financial statements as a whole
   for a better understanding of ADAMA's amount due form the controlling shareholders and other
   related parties for the year 2021

   The explanation is used for the presentation of amount due from the controlling shareholders and
   other related parties for the year 2021 to the securities regulator only, and for no other purpose.


   Deloitte Touche Tohmatsu CPA LLP                          Chinese Certified Public Accountant
   Shanghai, China                                                                Mou Zhengfei

                                                             Chinese Certified Public Accountant
                                                                                       Ji Yuting



                                                                                                      -1-
March 29, 2022




                 -2-
ADAMA Ltd.
                       Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                                for the Year 2021 of ADAMA Ltd.
                                                                                                                                                                                           Unit: RMB’000
                                                                                                                 Addition       Interest arising
                                                                                                  Opening                                                        Closing
  Non-operating fund                                                                                          amount in 2021 from the principle
                                                           Relation between                      Balance of                                      The repayment Balance of                        Nature of the
 flows/transaction and                                                            Name of                    (exclude interest balance of amount                            Reason of fund flows
                              Name of Related Party       Related Party and the                 Amount Due                                         amount in   Amount Due                         fund flows
corresponding balances                                                            Account                    arising from the due from related                                  /transactions
                                                            Listed Company                      from related                                          2021     from related                      /transaction
due from related parties                                                                                         principle      parties in 2021
                                                                                                   party                                                          party
                                                                                                                 balance)        (If applicable)
Controlling Shareholder,
Ultimate Controller and its                           -                       -             -             -               -                 -              -              -                    -            -
affiliated entities
sub-total                                             -                       -             -             -               -                 -              -              -                    -            -
Former Controlling
Shareholder, Ultimate
                                                      -                       -             -             -               -                 -              -              -                    -            -
Controller and its
affiliated entities
sub-total                                             -                       -             -             -               -                 -              -              -                    -            -
Other related parties and                             -                       -             -             -               -                 -              -              -                    -            -
its affiliated entities
sub-total                                             -                       -             -             -               -                 -              -              -                    -            -
Total                                                 -                       -             -             -               -                 -              -              -                    -            -




                                                                                                                                                                                                         -3-
ADAMA Ltd.
                          Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                              for the Year 2021 of ADAMA Ltd. – (cont’d)
                                                                                                                                                                                                                                Unit: RMB’000
      Other fund                                                                                                         Opening    Addition amount in Interest arising from The repayment
flows/transaction and                                                                                                   Balance of    2021 (exclude     the principle balance amount in 2021 Closing Balance of                              Nature of the
                                                                     Relation between Related Party       Name of                                                                                                  Reason of fund flows
    corresponding                   Name of Related Party                                                              Amount Due     interest arising   of amount due from    and currency  Amount Due from                                  fund flows
                                                                        and the Listed Company            Account                                                                                                      /transactions
  balances due from                                                                                                    from related from the principle related parties in 2021  translation     related party                                /transaction
    related parties                                                                                                       party          balance)           (If applicable)    adjustments
                        ChemChina Finance Corporation               Legal person controlled by        Cash at bank                                                                                                Deposit
                                                                                                                           370,141           755,955                2,725          769,940            358,881                                Operational
                                                                    controlling shareholder           and on hand
                        China National Chemical Information         Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -             1,422                     -           1,422                   -                               Operational
                        Center Co. LTD                              controlling shareholder           receivables                                                                                                 rendered
                        Syngenta AG and its subsidiaries (Note 1)   Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                           155,050           939,640                     -         893,891            200,799                                Operational
                                                                    controlling shareholder           receivables                                                                                                 rendered
                        Syngenta AG and its subsidiaries (Note 1)   Legal person controlled by        Other                                                                                                       Sale of goods/ Service
                                                                                                                              431                                        -             348                 83                                Operational
                                                                    controlling shareholder           receivables                                                                                                 rendered
                        Bluestar Engineering Co., Ltd.              Legal person controlled by        Prepayments                                                                                                 Prepayment for goods
                                                                                                                                 -               157                     -             157                   -                               Operational
                                                                    controlling shareholder                                                                                                                       and services
                        Bluestar Engineering Co., Ltd.              Legal person controlled by        Prepayments                                                                                                 Purchase of fixed assets
                                                                                                                                 -            52,851                     -          52,851                   -                               Operational
                                                                    controlling shareholder                                                                                                                       and other assets
                        Jiangsu Huaihe Chemical Co.,Ltd.            Legal person controlled by        Prepayments                                                                                                 Prepayment for goods
                                                                                                                            17,065           192,357                     -         186,357             23,065                                Operational
                                                                    controlling shareholder                                                                                                                       and services
                        Jiangsu Huaihe Chemical Co.,Ltd.            Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -           212,619                     -         212,619                   -                               Operational
                                                                    controlling shareholder           receivables                                                                                                 rendered
                        ZhonglanLianhaiDesignInstituteCo.,Ltd.(     Legal person controlled by        Other                                                                                                       Sale of goods/ Service
                                                                                                                              250                   -                    -             250                   -                               Operational
                        Consolidated)                               controlling shareholder           receivables                                                                                                 rendered
                        ZhonglanLianhaiDesignInstituteCo.,Ltd.(     Legal person controlled by        Prepayments                                                                                                 Purchase of fixed assets
                                                                                                                                 -             1,390                     -           1,390                   -                               Operational
                        Consolidated)                               controlling shareholder                                                                                                                       and other assets
Controlling             Zhonglan International Chemical Co. Ltd     Legal person controlled by        Prepayments                                                                                                 Prepayment for goods
Shareholder,                                                                                                                     -            10,000                     -                -            10,000                                Operational
                                                                    controlling shareholder                                                                                                                       and services
Ultimate Controller Zhonglan International Chemical Co. Ltd         Legal person controlled by        Accounts
                                                                                                                                 -               659                     -             659                   -
                                                                                                                                                                                                                  Sale of goods/ Service
                                                                                                                                                                                                                                             Operational
and its affiliated                                                  controlling shareholder           receivables                                                                                                 rendered
entities            Sinofert                                        Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -            68,649                     -          68,649                   -                               Operational
                                                                    controlling shareholder           receivables                                                                                                 rendered
                        Shenyang Chemical Institute Testing         Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -                36                     -              36                   -                               Operational
                        Technology Co. Ltd                          controlling shareholder           receivables                                                                                                 rendered
                        MAP (Sinochem Agriculture Holdings          Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -             5,905                     -           5,905                   -                               Operational
                        Ltd)                                        controlling shareholder           receivables                                                                                                 rendered
                        Jiangsu Ruixiang Chemical co., LTD .        Legal person controlled by        Accounts                                                                                                    Sale of goods/ Service
                                                                                                                                 -                43                     -              43                   -                               Operational
                                                                    controlling shareholder           receivables                                                                                                 rendered
                        Jiangsu Ruixiang Chemical co., LTD .        Legal person controlled by        Prepayments                                                                                                 Prepayment for goods
                                                                                                                                 -               485                     -             481                  4                                Operational
                                                                    controlling shareholder                                                                                                                       and services
                        Jingzhou Sanonda Holdings Co.,Ltd.          Legal person controlled by        Other non-                                                                                                  Prepayment for goods
                                                                                                                                 -                84                     -                                 84                                Operational
                                                                    controlling shareholder           current assets                                                                                              and services
                        Jiangsu Yangnong Chemical co., LTD .        Associate of the controlling      Accounts                                                                                                    Sale of goods/ Service
                        and its subsidiaries(Note 2)              shareholder /Legal person         receivables                                                                                                 rendered
                                                                                                                              327            155,686                     -         155,858                155                                Operational
                                                                    controlled by controlling
                                                                    shareholder
                        Jiangsu Yangnong Chemical co., LTD .        Associate of the controlling      Prepayments                                                                                                 Prepayment for goods
                        and its subsidiaries(Note 2)              shareholder /Legal person                                                                                                                     and services
                                                                                                                              350                   -                    -             350                   -                               Operational
                                                                    controlled by controlling
                                                                    shareholder
                        Sub-total                                                                                          543,614         2,397,937                2,725        2,351,206            593,071



                                                                                                                                                                                                                                                   -4-
ADAMA Ltd.

                        Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                            for the Year 2021 of ADAMA Ltd. – (cont’d)
                                                                                                                                                                                                     Unit: RMB’000
                                 ADAMA (Beijing) Agricultural        Subsidiaries of listed             Accounts                                                                     Sale of goods/ Service
                                                                                                                              12,505      64,396        -     69,345         7,556                                Operational
                                 Solutions Ltd.                      companies                          receivables                                                                  rendered
                                 ADAMA CELSIUS B V                   Subsidiaries of listed             Accounts                                                                     Sale of goods/ Service
                                                                                                                                    -    487,779        -    335,145       152,634                                Operational
                                 CURACAO BRANCH                      companies                          receivables                                                                  rendered
                                 PT ROYAL AGRO                       Subsidiaries of listed             Accounts                                                                     Sale of goods/ Service
                                                                                                                                    -      5,165        -      5,165             -                                Operational
                                 INDONESIA(ADAMA)                    companies                          receivables                                                                  rendered
Subsidiaries of the Company      Hubei Shanongda Foreign             Subsidiaries of listed             Accounts                                                                     Sale of goods/ Service
                                                                                                                             331,931       6,537        -    338,468             -                                Operational
and their affiliates             Trading Co., Ltd.                   companies                          receivables                                                                  rendered
                                 Hubei Shanongda Foreign             Subsidiaries of listed             Other non-current                                                            Borrowings to
                                                                                                                              62,771            -       -     62,771             -                                Operational
                                 Trading Co., Ltd.                   companies                          assets                                                                       subsidiaries
                                 ADAMA Anpon (Jiangsu) Ltd.          Subsidiaries of listed             Other receivables                                                            Sale of goods/ Service
                                                                                                                              11,744            -       -        133        11,611                                Operational
                                                                     companies                                                                                                       rendered
                                 ADAMA Anpon (Jiangsu) Ltd.          Subsidiaries of listed             Other non-current                                                            Borrowings to
                                                                                                                             150,000            -       -           -      150,000                                Operational
                                                                     companies                          assets                                                                       subsidiaries
Related natural person and its
                                                                 -                                  -                   -           -           -       -           -            -                            -        -
legal person in control
                                 Jiangsu Huifeng Agrochemical        Minority shareholder and its       Accounts                    -    245,712             212,759        32,953 Sale of goods/ Service
                                                                                                                                                                                                                  Operational
                                 Co. Ltd. and its subsidiaries       subsidiaries                       receivables                                                                rendered
Other related parties and its    Jiangsu Huifeng Agrochemical        Minority shareholder and its       Prepayments                 -     77,234              77,234             - Prepayment for goods
                                                                                                                                                                                                                  Operational
affiliated entities              Co. Ltd. and its subsidiaries       subsidiaries                                                                                                  and services
                                 Innovaroma SA                       Joint ventures                     Accounts              21,630     105,528             104,008        23,150 Sale of goods/ Service
                                                                                                                                                                                                                  Operational
                                                                                                        receivables                                                                rendered
Total                                                                                                                       1,134,195   3,390,289   2,725   3,556,234      970,975


Note 1: Accounts receivable, other receivables and prepayments arising from the sale and purchase of goods by the Group to Syngenta AG and its subsidiaries
       Syngenta Crop Protection AG, Syngenta Espana S.A., Syngenta Italia S.p.A., Syngenta Agro, S.A. DE C.V., Syngenta Agro, S.A. DE C.V. are
       operational funds.

Note 2: The Group's affiliated entities with these related parties have been changed from Associate of the controlling shareholder to Legal person controlled by
       controlling shareholder as of September 2021.




   Legal representative                                                                         Chief of accounting work                                                Chief of accounting organ




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