Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-60
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
1. In order to improve working capital and cash flow in Adama Australia Pty Ltd. (hereinafter
referred to as “Adama Australia”), an indirect wholly-owned subsidiary of Adama
Agricultural Solutions Ltd. (hereinafter referred to as "Solutions"), a wholly-owned subsidiary
of ADAMA Ltd. (hereinafter referred to as "the Company"), Solutions agrees to provide a
joint and several liability guarantee in the amount not exceeding AUD 6 million in favor of
the local branch of HSBC in Australia, that will provide Adama Australia with financial
accommodation.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
Listed Companies No.1: Standardized Operation of Main Board Listed Companies, the above
guarantee is provided by the wholly-owned subsidiary of the Company for the legal entity
consolidated in the financial statements of the Company, and has 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.
2. In order to improve liquidity and to reduce finance costs of Adama Ukraine LLC
(hereinafter referred to as “Adama Ukraine”), an indirect wholly-owned subsidiary of
Solutions, Solutions agrees to provide a joint and several liability guarantee in the amount not
exceeding USD 8 million in favor of a local bank, that will provide Adama Ukraine with
financial accommodation.
Additionally, in order for improving the cash flow, liquidity position and to reduce interest
expenses on debt servicing of Adama Brasil S.A. (hereinafter referred to as “Adama Brasil”),
Adama Brasil intends to engage with two local banks for certain bank activities. Solutions
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agrees to provide guarantees to the local banks in a total amount of no more than USD 120
million for purpose of the bank activities between Adama Brasil and the banks.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
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. Since the debt-to-assets ratio of
Adama Ukraine and Adama Brasil exceed 70%, the Company convened the 8th Meeting of
the 10th Session of the Board of Directors on December 18, 2024, to review the Proposal on
Providing Guarantees by a Wholly-owned Subsidiary to its Subsidiaries and agreed to further
submit it to the Company's shareholders' meeting for approval.
II. Basic Information of the Warrantees
1. Basic Information of Adama Australia
Name of the Warrantee: Adama Australia Pty Ltd.
Established Date: 31 October 1990
Registered Address: Suite 1, Level 1, Building B, 207 Pacific Highway, St Leonards, NSW,
2065, Australia
Legal Representative: Scott Fitzgibbon
Business Scope: Purchase, sale, and distribution of agricultural chemicals
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Adama Australia is an indirectly wholly-owned subsidiary (100%) of Solutions.
Credit status: After searching the website of disclosure of enforcement information of China,
Adama Australia is not a debtor subject to judicial enforcement.
The most recent financial situation of Adama Australia is as follows:
Unit: ’000 USD
At Sep 30 2024 At Dec 31,2023
(unaudited) (audited)
Total Assets 123,902 159,853
Total Liabilities 64,904 103,525
Bank Loans - -
Other Current Liabilities 39,299 67,412
Contingency - -
Net Assets 58,998 56,328
January to September 2024 2023
(unaudited) (audited)
Revenue 141,145 218,310
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Gross Profit 24,299 30,630
Net Profit / (Loss) 1,668 -1,032
2. Basic Information of Adama Ukraine
Name of the Warrantee: Adama Ukraine LLC
Established Date: 25 June 2008
Registered Address: 13, Mykoly Pymonenka Street, Office 4A/41, Shevchenkivskyi District,
04050 Kyiv, Ukraine
Legal Representative: Dmytro Kashpor
Business Scope: Purchase, sale and distribution of agricultural chemicals
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Adama Ukraine is an indirectly wholly-owned subsidiary (100%) of Solutions.
Credit status: After searching the website of disclosure of enforcement information of China,
Adama Ukraine is not a debtor subject to judicial enforcement.
The most recent financial situation of Adama Ukraine is as follows:
Unit: ’000 USD
At Sep 30 2024 At Dec 31,2023
(unaudited) (audited)
Total Assets 62,178 59,125
Total Liabilities 60,767 60,156
Bank Loans 2,429 1,580
Other Current Liabilities 58,320 58,361
Contingency - -
Net Assets 1,411 -1,031
January to September 2024 2023
(unaudited) (audited)
Revenue 56,594 63,869
Gross Profit 11,951 17,183
Net Profit/ (Loss) 2,442 4,496
3. Basic Information of Adama Brasil
Name of the Warrantee: Adama Brasil S.A.
Established Date: 18 December 1997
Registered Address: Rua Pedro Antonio de Souza, No.400 – Pq Rui Barbosa - Londrina, State
of Paraná, Brazil
Legal Representative: Romeu Stanguerlin
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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 an indirectly wholly-owned subsidiary (100%) of Solutions.
Credit status: After searching 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 2024 At Dec 31,2023
(unaudited) (audited)
Total Assets 887,871 938,349
Total Liabilities 742,744 879,116
Bank Loans - -
Other Current Liabilities 6,744 8,743
Contingency 15,709 15,950
Net Assets 145,126 59,232
January to September 2024 2023
(unaudited) (audited)
Revenue 533,473 989,123
Gross Profit 40,697 40,995
Net Profit/ (Loss) 5,174 81,616
III. Main Contents of the Guarantees
1. In order to improve working capital and cash flow, ADAMA Australia intends to start
collaborating with HSBC Bank Australia Limited to conduct several bank activities (including
issuing a corporate credit card for ADAMA Australia) with the underlying credit facility not
exceeding AUD 6 million. To support the activities in ADAMA Australia, Solutions intends
to provide a joint and several liability guarantee to the above-mentioned bank in an amount of
no more than AUD 6 million (approximately RMB 28 million) for purpose of such bank
activities to be conducted by ADAMA Australia. The guarantee shall continue until written
notice of revocation of the limited guaranty letter signed by Solutions.
2. In order to improve liquidity and to reduce finance costs, Adama Ukraine intends to enter
into bank loans with a local bank (Credit Agricole Bank) in an amount of no more than USD
8 million. To support the activities in Adama Ukraine, Solutions intends to provide a joint and
several liability guarantee to the abovementioned bank in an amount of no more than USD 8
million (approximately RMB 58 million) in connection with the loans between the Adama
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Ukraine and such bank. The guarantee shall continue until written notice of revocation of the
limited guaranty letter signed by Solutions.
3. In order for improving the cash flow, liquidity position and to reduce interest expenses on
debt servicing of Adama Brasil, Adama Brasil intends to engage with two local banks (“Local
Banks”, i.e. Itau Unibanco S.A. and Bradesco) for certain bank activities including the
operations on securitization (such as rural credit, local reverse factoring), derivatives (such as
forwards), international payments, and loans (“Bank Activities”). To support the activities in
Adama Brasil, Solutions intends to provide joint and several liability guarantees to the Local
Banks in a total amount of no more than USD 120 million (approximately RMB 863 million)
for purpose of the Bank Activities between Adama Brasil and the Local Banks. Among these,
the guarantee for Itau Unibanco S.A., with a guarantee amount of USD 100 million, shall
continue until December 31, 2027 and the guarantee for Bradesco, with a guarantee amount
of USD 20 million, shall continue until December 31, 2026.
IV. Accumulated Quantity of External Guarantees and Overdue Guarantees
As of September 30, 2024, the balance of the guarantees that have been provided by the
Company and/or its subsidiaries is RMB 3,672 million. After providing the above guarantees,
the balance of the guarantees provided by the Company and its subsidiaries will be RMB
4,620 million, accounting for approximately 21.07% 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. The resolutions of the 8th Meeting of the 10th Session of the Board of Directors of the
Company;
2. Guarantee Letters issued by Solutions.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
December 19, 2024
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