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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)2023-03-21  

                        ADAMA Ltd.

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


For the year ended December 31, 2022
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, 2022 of
                                               ADAMA Ltd.

                                                                     De Shi Bao (Han) Zi (23) No. Q00373

   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 2022,
   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 of 2022, and have
   issued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (23) No. P01721) on March
   19, 2022.

   ADAMA has prepared the accompanying summary statement of amounts due from the controlling
   shareholder, Ultimate Controller and other related parties for the year of 2022 (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 of
   2022 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 of 2022 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 of 2022

   The explanation is used for the presentation of amount due from the controlling shareholders and other
   related parties for the year of 2022 to the securities regulator only, and for no other purpose.


   Deloitte Touche Tohmatsu CPA LLP                           Chinese Certified Public Accountant
             Shanghai, China                                                            Ji Yuting

                                                              Chinese Certified Public Accountant
                                                                                   Zhao Jingyuan


                                                                                    March 19, 2022


                                                                                                         -1-
ADAMA Ltd.
                      Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                              for the Year of 2022 of ADAMA Ltd.
                                                                                                                                                                                               Unit: RMB’000
                                                                                                                      Addition       Interest arising
                                                                                                      Opening                                                          Closing
  Non-operating fund                                                                                              amount in 2022 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                                           2022     from related                      /transaction
due from related parties                                                                                              principle      parties in 2022
                                                                                                       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                                                 -                           -             -             -               -                  -              -              -                    -            -




                                                                                                                                                                                                             -2-
ADAMA Ltd.
                          Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                              for the Year of 2022 of ADAMA Ltd. – (cont’d)
                                                                                                                                                                                                                    Unit: RMB’000
      Other fund                                                                                                  Opening    Addition amount in Interest arising from The repayment
flows/transaction and                                                                                            Balance of    2022 (exclude the principle balance amount in 2022 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 2022 translation  related party                               /transaction
    related parties                                                                                                party         balance)           (If applicable)     adjustments
                        ChemChina Finance Corporation       Legal person controlled by         Cash at bank                                                                                          Deposit
                                                                                                                    358,881                  -                      90       358,971               -                             Operational
                                                            controlling shareholder            and on hand
                    Sinochem Finance Corporation            Legal person controlled by         Cash at bank                                                                                           Deposit
                                                                                                                          -          976,596-               3,372         562,307           417,661                              Operational
                                                            controlling shareholder            and on hand
                    Syngenta AG and its subsidiaries        Legal person controlled by         Accounts                                                                                               Sale of goods/ Service
                                                                                                                    200,799         1,869,749                   -        1,718,233          352,315                              Operational
                                                            controlling shareholder            receivables                                                                                            rendered
                    Syngenta AG and its subsidiaries        Legal person controlled by         Prepayments                                                                                            Prepayment for goods
                                                                                                                          -         1,482,544                   -        1,468,881           13,663                              Operational
                                                            controlling shareholder                                                                                                                   and services
                    Syngenta AG and its subsidiaries        Legal person controlled by         Other                                                                                                  Sale of goods/ Service
                                                                                                                         83                 -                   -              66                17                              Operational
                                                            controlling shareholder            receivables                                                                                            rendered
                    Jiangsu Huaihe Chemical Co.,Ltd.        Legal person controlled by         Prepayments                                                                                            Prepayment for goods
                                                                                                                     23,065           224,218                   -         228,113            19,170                              Operational
                                                            controlling shareholder                                                                                                                   and services
                    Jiangsu Huaihe Chemical Co.,Ltd.        Legal person controlled by         Accounts                                                                                               Sale of goods/ Service
                                                                                                                          -           279,290                   -         279,290                 -                              Operational
                                                            controlling shareholder            receivables                                                                                            rendered
                    ZhonglanLianhaiDesignInstituteCo.,Ltd.( Legal person controlled by         Prepayments                                                                                            Purchase of fixed assets
Controlling                                                                                                               -               239                   -                -              239                              Operational
                    Consolidated)                           controlling shareholder                                                                                                                   and other assets
Shareholder,        Zhonglan International Chemical Co. Ltd Legal person controlled by         Prepayments                                                                                            Prepayment for goods
                                                                                                                     10,000           178,650                   -         188,113               537                              Operational
Ultimate Controller                                         controlling shareholder                                                                                                                   and services
and its affiliated  Sinofert                                Legal person controlled by         Accounts
                                                                                                                          -           113,025                   -         112,721               304
                                                                                                                                                                                                      Sale of goods/ Service
                                                                                                                                                                                                                                 Operational
entities                                                    controlling shareholder            receivables                                                                                            rendered
                    MAP (Sinochem Agriculture Holdings      Legal person controlled by         Accounts                                                                                               Sale of goods/ Service
                                                                                                                          -             9,595                   -           9,595                 -                              Operational
                    Ltd)                                    controlling shareholder            receivables                                                                                            rendered
                    Jiangsu Ruixiang Chemical co., LTD .    Legal person controlled by         Prepayments                                                                                            Prepayment for goods
                                                                                                                          4                 -                   -                -                4                              Operational
                                                            controlling shareholder                                                                                                                   and services
                                                            Legal person controlled by         Other non-                                                                                             Prepayment for goods
                    Jingzhou Sanonda Holdings Co.,Ltd.                                                                   84                 -                   -              32                52                              Operational
                                                            controlling shareholder            current assets                                                                                         and services
                    Jiangsu Yangnong Chemical co., LTD . Associate of the controlling          Accounts                                                                                               Sale of goods/ Service
                    and its subsidiaries                    shareholder /Legal person          receivables                                                                                            rendered
                                                                                                                        155           188,717                   -         184,783             4,089                              Operational
                                                            controlled by controlling
                                                            shareholder
                    Jiangsu Yangnong Chemical co., LTD . Associate of the controlling          Prepayments                                                                                            Prepayment for goods
                    and its subsidiaries                    shareholder /Legal person                                                                                                                 and services
                                                                                                                          -           630,871                   -         630,091               780                              Operational
                                                            controlled by controlling
                                                            shareholder
                    Sub-total                                                                                       593,071         5,953,494               3,462        5,741,196          808,831




                                                                                                                                                                                                                                       -3-
ADAMA Ltd.
                       Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
                                                           for the Year of 2022 of ADAMA Ltd. – (cont’d)
                                                                                                                                                                                                   Unit: RMB’000
                                 ADAMA (Beijing) Agricultural        Subsidiaries of listed             Accounts                                                                   Sale of goods/ Service
                                                                                                                              7,556     35,736        -     35,237        8,055                                 Operational
                                 Solutions Ltd.                      companies                          receivables                                                                rendered
                                 ADAMA CELSIUS B V                   Subsidiaries of listed             Accounts                                                                   Sale of goods/ Service
                                                                                                                            152,633    936,774        -    552,759      536,648                                 Operational
                                 CURACAO BRANCH                      companies                          receivables                                                                rendered
                                 PT ROYAL AGRO                       Subsidiaries of listed             Accounts                                                                   Sale of goods/ Service
                                                                                                                                  -     12,198        -      8,300        3,898                                 Operational
                                 INDONESIA(ADAMA)                    companies                          receivables                                                                rendered
Subsidiaries of the Company      Hubei Shanongda Foreign             Subsidiaries of listed             Accounts                                                                   Sale of goods/ Service
                                                                                                                                  -      1,576        -      1,576             -                                Operational
                                 Trading Co., Ltd.                   companies                          receivables                                                                rendered
and their affiliates             ADAMA Anpon (Jiangsu) Ltd.          Subsidiaries of listed             Other receivables                                                          Sale of goods/ Service
                                                                                                                             11,611           -       -           -      11,611                                 Operational
                                                                     companies                                                                                                     rendered
                                 ADAMA Anpon (Jiangsu) Ltd.          Subsidiaries of listed             Other non-current                                                          Borrowings to                  Non-
                                                                                                                            150,000    125,000    3,164    153,164      125,000
                                                                     companies                          assets                                                                     subsidiaries                 Operational
                                 ADAMA Anpon (Jiangsu) Ltd.                                             Non-current
                                                                     Subsidiaries of listed                                                                                        Borrowings to                  Non-
                                                                                                        assets due within         -    125,000    1,806      1,806-     125,000
                                                                     companies                                                                                                     subsidiaries                 Operational
                                                                                                        one year
Related natural person and its
                                                                 -                                  -                   -         -           -       -           -            -                            -        -
legal person in control
                                 Jiangsu Huifeng Agrochemical        Minority shareholder and its       Accounts                                                                 Sale of goods/ Service
                                                                                                                             32,953     61,500        -     81,281       13,172                                 Operational
                                 Co. Ltd. and its subsidiaries       subsidiaries                       receivables                                                              rendered
Other related parties and its    Jiangsu Huifeng Agrochemical        Minority shareholder and its       Prepayments                                                              Prepayment for goods
                                                                                                                                  -      3,565        -      3,565             -                                Operational
affiliated entities              Co. Ltd. and its subsidiaries       subsidiaries                                                                                                and services
                                 Innovaroma SA                       Joint ventures                     Accounts                                                                 Sale of goods/ Service
                                                                                                                             23,150    118,156        -    115,579        25,727                                Operational
                                                                                                        receivables                                                              rendered
Total                                                                                                                       970,974   7,372,999   8,432   6,694,463    1,657,942




    Legal representative                                                                                Chief of accounting work                                      Chief of accounting organ




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