Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-42
ADAMA Ltd.
Announcement on Expected Related-Party Transactions in the Ordinary
Course of Business in 2026
The Company and all members of its board of directors hereby confirm that all information
disclosed herein is true, accurate and complete with no false or misleading statement or
material omission.
I. Basic Information on Related Party Transactions in the ordinary course of business
(1) Overview of related-party transactions in the ordinary course of business
The Company expects that the aggregated amount of related party transactions between it
and/or its subsidiaries (together the "Group Companies") and the subsidiaries of
Sinochem Holdings Corporation Ltd. (“Sinochem Holdings”, the actual controller of the
Company) in 2026 shall not exceed RMB 3,152.93 million.
Such aggregated amount consists of (1) expected transactions of the Group Companies for
the purchase of raw materials/products and the receipt of certain services from subsidiaries
controlled by Sinochem Holdings, in a total amount that shall not exceed RMB 1,844.35
million; and (2) expected transactions of the Group Companies for the sale of products, in a
total amount that shall not exceed RMB 1,308.58 million, to subsidiaries controlled by
Sinochem Holdings. Such transactions hereinafter referred as the "Related-party
transactions".
The estimated amount of Related-party transactions of the above type performed by the
Company in 2025 in the ordinary course of business is RMB 2,393.18 million (unaudited).
These estimations were performed based on the current available data and may change,
inter alia, as a result of changes to the Group Companies’ business and/or due to market
conditions and the continued alignment and cooperation between the companies of
Syngenta Group Co., Ltd. (“Syngenta Group”), comprising the Company, Syngenta AG
and Sinochem Holdings’ agriculture-related activities, which will further capitalize on the
value creation and synergy opportunities identified.
The related-party transactions matter has been reviewed and approved at the 17th Meeting
of the 10th Session of the Board of Directors of the Company. Among the seven directors
of the Company, there were four affirmative votes, zero negative votes and zero
abstentions, while the three related-party directors (Mr. Qin Hengde, Mr. An Liru and Mr.
Liu Hongsheng) refrained from voting.
The related-party transactions matter shall be further approved by the Shareholders
Meeting. Syngenta Group will refrain from voting.
(2) The types and amounts of expected related-party transactions in the ordinary course
of business in 2026
RMB’0000
The pricing Contract
Type of Amount
Content of principle of amount or
related-par occurred in
Related party related-party related-par estimated
ty 2025
transaction ty amount not to
transaction (unaudited)
transaction exceed
Syngenta AG and Purchase of raw Market
its subsidiaries materials/products price
Jiangsu Youjia
Purchase of raw Market
Plant Protection 19,598 16,535
materials/products price
Co., Ltd.
Jiangsu Yangnong Purchase of raw Market
Chemical Co., Ltd. materials/products price
Liaocheng Luxi
Polyol New
Material
Purchase of raw Market
Technology Co., 5,438 4,555
materials/products price
Ltd./ Liaocheng
Luxi Methylamine
Chemical Co., Ltd.
Sinochem Agro Purchase of raw Market
Purchasing 2,634 2,380
Co., Ltd. materials/products price
raw Sinochem
materials Purchase of raw Market
Petrochemical 1,875 1,174
and materials/products price
Sales Co., Ltd.
products
Sinochem Hebei Purchase of raw Market
from 1,254 208
Co., Ltd. materials/products price
related
Bluestar (Beijing)
parties
Chemical Purchase of raw Market
Machinery Co., materials/products price
Ltd.
Sinochem
International Crop Purchase of raw Market
Care (Overseas) materials/products price
Pte. Ltd.
Ningxia Ruitai
Purchase of raw Market
Technology Co., 63 7
materials/products price
Ltd.
China Bluestar
Chengrand Purchase of raw Market
Research Institute materials/products price
Chemical Industry
Sub-total - - 184,169 122,353
Syngenta AG and Market
Selling products 112,644 84,504
its subsidiaries price
Sinofert Holdings Market
Selling products 6,406 5,878
Selling raw Limited price
materials Jiangsu Youshi Market
Selling products 5,000 2,277
and Chemical Co., Ltd. price
products to Market
Sino MAP Selling products 3,888 3,246
related price
parties Syngenta Nantong
Market
Crop Protection Selling products 1,670 378
price
Co.,Ltd.
Sinochem Agro Selling products Market 750 571
Co., Ltd. price
Sinochem Crop
Market
Protection Products Selling products 500 9
price
Co., Ltd.
Sub-total - - 130,858 96,863
Sinochem
Information Market
IT services 113 132
Technology Co., price
Ltd.
Shenyang Shenhua
Institute Testing Field Trials Market
Technology Co. expense price
Ltd.
Taicang Zhonglan
Environmental
Market
Protection Waste disposal fee 38 30
price
Technology
Service Co., LTD
Beijing Century
Chemsunny Property and
Market
Property maintenance 23 -
price
Management service
Receiving Co.,Ltd.
services Shenyang
from Chemical Research Market
Technical service 19 -
related Institute price
parties Co., Ltd.
Shenyang
Sinochem Market
Regular service 13 -
Agrochemicals price
R&D Co., Ltd.
Market
Sino MAP Regular service 7 3
price
Sinochem
Zhoushan
Hazardous Market
Training expense 4 1
Chemicals price
Emergency Rescue
Base Co., Ltd.
Sinochem Shared
Financial Services Market
IT service 3 2
(Shanghai) Co., price
LTD
Sub-total - - 266 209
(3) Actual related-party transactions in the ordinary course of business performed in the
previous year (2025)
RMB’0000
Percentage of
Type of Content of actually
Actually Estimated
related-par related-par occurred Difference
Related party occurred amount not
ty ty amount to proportion
amount to exceed
transaction transaction transactions of
the same kind
Purchasing Syngenta AG Purchase of 95,425 118,797 5.79% -19.67%
raw and its raw
materials subsidiaries materials/pr
and oducts
products Purchase of
Jiangsu Youjia
from related raw
Plant Protection 16,535 25,235 1.00% -34.48%
parties materials/pr
Co., Ltd.
oducts
Purchase of
Jiangsu Huaihe
raw
Chemical Co., 6,916 16,500 0.42% -58.08%
materials/pr
Ltd.
oducts
Liaocheng Luxi
Polyol New
Material
Purchase of
Technology Co.,
raw
Ltd./ Liaocheng 4,555 3,750 0.28% 21.47%
materials/pr
Luxi
oducts
Methylamine
Chemical Co.,
Ltd.
Purchase of
Sinochem Oil
raw
(Hainan) Co., 2,914 6,250 0.18% -53.38%
materials/pr
Ltd.
oducts
Purchase of
Sinochem Agro raw
Co., Ltd. materials/pr
oducts
Sinochem Purchase of
Petrochemical raw
Sales materials/pr
Co., Ltd. oducts
Jiangsu Purchase of
Yangnong raw
Chemical Co., materials/pr
Ltd. oducts
Bluestar
Purchase of
(Beijing)
raw
Chemical 734 1 0.04% 73300.00%
materials/pr
Machinery Co.,
oducts
Ltd.
Zhonglan Purchase of
International raw
Chemical Co., materials/pr
Ltd. oducts
Sinochem
Purchase of
International
raw
Crop Care 313 - 0.02% -
materials/pr
(Overseas) Pte.
oducts
Ltd.
Purchase of
ELKEM raw
SILICONES materials/pr
oducts
Purchase of
Sinochem Hebei raw
Co., Ltd. materials/pr
oducts
Shandong Purchase of 140 - 0.01% -
Dacheng raw
Agrochemical materials/pr
Company oducts
Limited
Purchase of
Sinofert raw
Holdings Limited materials/pr
oducts
Shenyang Purchase of
Sciencreat raw
Chemicals Co., materials/pr
Ltd. oducts
Purchase of
Ningxia Ruitai
raw
Technology Co., 7 125 0.00% -94.40%
materials/pr
Ltd.
oducts
Hangzhou
Purchase of
(Torch) Xidou
raw
Door Film 3 6 0.00% -50.00%
materials/pr
Industry Co.,
oducts
Ltd.
China Bluestar
Chengrand Purchase of
Research raw
Institute materials/pr
Chemical oducts
Industry
Sinochem Crop Purchase of
Protection raw
- 3,719 0.00% -100.00%
Products materials/pr
Co., Ltd. oducts
Sinochem Purchase of
Nengke Carbon raw
- 1,250 0.00% -100.00%
Assets Operation materials/pr
Co., Ltd. oducts
Sub-total - 133,132 199,567 8.08% -33.29%
Huaxia Hanhua
Purchase of
Chemical
intangible 5 - 0.00% -
Equipment Co.,
assets
LTD
Bluestar
Purchasing Purchase of
Engineering Co., - 3,375 0.00% -100.00%
fixed assets fixed assets
Ltd.
from related
Bluestar
parties
(Beijing)
Purchase of
Chemical - 313 0.00% -100.00%
fixed assets
Machinery Co.,
Ltd.
Sub-total - 5 3,688 0.00% -99.86%
Syngenta AG
Selling
and its 84,504 114,794 2.88% -26.39%
products
Selling raw subsidiaries
materials Jiangsu Huaihe
Selling
and Chemical Co., 8,101 19,488 0.28% -58.43%
products
products to Ltd.
related Sinofert Selling
parties Holdings Limited products
Selling
Sino MAP 3,246 - 0.11% -
products
Jiangsu Youshi
Selling
Chemical Co., 2,277 5,000 0.08% -54.46%
products
Ltd.
Syngenta (China)
Investment Selling
Company products
Limited
Sinochem Agro Selling
Co., Ltd. products
Syngenta
Nantong Crop Selling
Protection Co., products
Ltd.
Beijing
Guangyuan Selling
Yinong Chemical products
Co., Ltd.
Sinochem
Agricultural
Selling
Ecological 19 75 0.00% -74.67%
products
Technology
(Hubei) Co., Ltd.
Bluestar
(Beijing)
Selling
Chemical 19 - 0.00% -
products
Machinery Co.
Ltd.
Sinochem Crop
Protection Selling
Products products
Co., Ltd.
Jiangsu Youjia
Selling
Plant Protection 7 84 0.00% -91.67%
products
Co., Ltd.
Sub-total - 105,902 154,745 3.61% -31.56%
Sinochem
Information
IT services 132 379 0.01% -65.17%
Technology Co.,
Ltd.
Syngenta AG
Regular
and its 52 63 0.00% -17.46%
service
subsidiaries
Shenyang
Shenhua Institute
Field Trials
Testing 41 - 0.00% -
expense
Receiving Technology Co.,
services Ltd.
from related Taicang
parties Zhonglan
Environmental
Waste
Protection 30 - 0.00% -
disposal fee
Technology
Service Co.,
LTD
Syngenta Group
Modern
Regular
Agricultural 17 - 0.00% -
service
Technology Co.,
Ltd.
Regular
Sino MAP 3 3 0.00% 0.00%
service
Sinochem Shared
Financial
Services IT service 2 - 0.00% -
(Shanghai) Co.,
LTD
Sinochem
Zhoushan
Hazardous
Training
Chemicals 1 13 0.00% -92.31%
service
Emergency
Rescue Base Co.,
Ltd.
Beijing
Guangyuan Regular
Yinong Chemical service
Co. Ltd.
Sinochem
Insurance Insurance
- 500 0.00% -100.00%
Brokers (Beijing) service
Co., Ltd.
Sinochem
Regular
Fertilizer - 26 0.00% -100.00%
service
Co., Ltd.
Shenyang
Chemical
Technical
Research - 13 0.00% -100.00%
service
Institute
Co., Ltd.
Sub-total - 279 997 0.02% -72.02%
Aggregated 239,318 358,997 - -33.34%
The actual total amount of related transactions in the
An explanation by the board of directors for the ordinary business course in 2025 does not exceed the total
major difference between the actual occurred amount expected, but it did not reach 80% of the total
amount of daily related transactions and the amount. The main reason is due to related impacts from the
estimated amount changing market conditions and the actual needs
fluctuation of the Company.
The gap between the actual amount and the estimations of
the related party transactions in the course of routine
business in 2025 is due to the related impacts from the
An explanation by the independent directors for
changing market conditions and the actual needs
the major difference between the actual
fluctuation of the Company. Such gap will neither trigger
occurred amount of daily related transactions
any major impact on production and operation, nor harm
and the expected amount
the interests of the Company and its minority shareholders,
as well as will not compromise the independency of the
Company.
Notes: 1. Please refer to the announcements on March 14, 2025, for the 2025 expected related-party transactions
of the Company (Announcement No. 2025-11).
three quarters of 2025 are unaudited. The fourth-quarter 2025 data is based on an assessment and estimation of the
Company's business operations. The actual amount for 2025 shall be subject to the final audited results.
II. Introduction to Related Parties and Their Relationships with the Company
businesses related to crop protection, seeds. The main financial data as of the date June 30,
USD 8,111 million, net income USD 581 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: Syngenta AG produces and operates normally and
is in good operational and financial conditions and thus has a good contract performance
capability. After searching on the website of disclosure of enforcement information of China, it
is not a dishonest party subject to enforcement.
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda) is a company listed on the
Main Board of the Stock Exchange of Hong Kong (stock code:00297), which has registered
capital of HKD 8,316,000,000 and mainly undertakes the production, import and export,
distribution and retail of fertilizer raw materials and finished products, provision of
technological research and development and services relating to the fertilizer business and
products, exploration and exploitation of phosphate mine, and production of
monocalcium/dicalcium phosphate (MCP/DCP). The main financial data as of June 30, 2025
are: operating revenue of RMB 14,714.81 million, net profit of RMB 1,107.66 million, total
assets of RMB 19,930.09 million, net assets of RMB 11,298.43 million. Sinochem Fertilizer
Co., Ltd. and Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. mentioned in
this announcement are subsidiaries of Sinofert Holdings Limited.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinofert
Holdings Limited produces and operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
Xiong’an Street, Qibu District, Xiong’an New Area, Hebei) has registered capital of RMB
industry. The main financial data as of September 30, 2025 are: operating revenue of RMB
net assets of RMB 40,793.62 million. Sinochem Oil (Hainan) Co., Ltd., Sinochem Nengke
Carbon Assets Operation Co., Ltd., Sinochem Petrochemical Sales Co., Ltd. and Sinochem
Zhoushan Hazardous Chemicals Emergency Rescue Base Co., Ltd. mentioned in this
announcement are subsidiaries of Sinochem Energy Co., Ltd.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of performance capability: To the best knowledge of the Company, Sinochem Energy
Co., Ltd. produces and operates normally and thus has a performance capability. After
searching on the website of disclosure of enforcement information of China, it is not a
dishonest party subject to enforcement.
Building, No. 707 Lianmeng Road, Shijiazhuang) has registered capital of RMB 475,072,687
and mainly undertakes the businesses related to research and development, production, and
marketing of fine chemical products. The main financial data as of September 30, 2025 are:
operating revenue of RMB 1,714.28 million, net profit of RMB 9.67million, total assets of
RMB 1,045.88 million, net assets of RMB 462.57 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of performance capability: To the best knowledge of the Company, Sinochem Hebei
Co., Ltd. produces and operates normally and is in good operational and financial conditions
and thus has a good performance capability. After searching on the website of disclosure of
enforcement information of China, it is not a dishonest party subject to enforcement.
undertakes the manufacture of agrochemicals and fine chemicals. The main financial data as of
September 30, 2025 are: operating revenue of RMB 9,156.30 million, net profit of RMB
Jiangsu Youjia, Jiangsu Youshi, Sinochem Agro Co., Ltd., Sinochem Crop Protection Products
Co., Ltd., Sinochem International Crop Care (Overseas) Pte. Ltd., Shenyang Sciencreat
Chemicals Co., Ltd. and Shenyang Sinochem Agrochemicals R&D Co., Ltd. mentioned in this
announcement as expected related parties are subsidiaries of Jiangsu Yangnong Chemical Co.,
Ltd.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Jiangsu
Yangnong Chemical Co., Ltd. produces and operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
representative: Wang Yanji; registered address:the headquarters of Luxi Chemical in Liaocheng
High-tech Industrial Development Zone) has registered capital of RMB 1,904,319,011 and
mainly undertakes new chemical materials, basic chemicals, fertilizer products and other
businesses. The main financial data as of September 30, 2025 are: operating revenue of RMB
net assets of RMB 19,184.70 million. Liaocheng Luxi Polyol New Material Technology Co.,
Ltd. and Liaocheng Luxi Methylamine Chemical Co., Ltd. mentioned in this announcement as
expected related parties are subsidiaries of Luxi Chemical Group Co.,Ltd.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Luxi
Chemical Group Co., Ltd. produces and operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
address: Room 703, Floor 7, No.28 Fuxingmennei Street, Xicheng District, Beijing) has
registered capital of RMB 50 million and mainly undertakes the businesses related to software
development, technical service, technical development, technical consultation, information
system integration service and computer system services. The main financial data as of the date
September 30, 2025 are: operating revenue of RMB 533.18 million, net profit of RMB 3.23
million, total assets of RMB 327.84 million, net assets of RMB 81.60 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinochem
Information Technology Co., Ltd. operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
services for agriculture; technology development and technology consultation on soil
improvement and restoration, etc. The main financial data as of December 31, 2024 are:
operating revenue of RMB 22,111.51 million, net profit of RMB 271.87 million, total assets of
RMB 10,045.18 million, net assets of RMB 875.75 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinochem
Agriculture Co., Ltd. produces and operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
registered address: No.8 Shenliao East Road, Tiexi District, Shenyang) has registered capital of
RMB 1,426,333,532 and mainly undertakes research and industrialization projects include new
industrial chemicals, eco-friendly agriculture, industrial biochemicals, chemical testing and
evaluation, chemical reaction risk assessment, and waste product hazard determination. The
main financial data as of September 30, 2025 are: operating revenue of RMB 249.88 million,
net profit of RMB -82.20 million, total assets of RMB 2,094.56 million, net assets of RMB
announcement as expected related party is the subsidiary of Shenyang Chemical Research
Institute Co., Ltd.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Shenyang
Chemical Research Institute Co., Ltd. operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
address: Room 101, Floor 3, Building 24, Courtyard 3, Gaolizhang Road, Haidian District,
Beijing) has registered capital of RMB 10.5 million and mainly engages in the research and
development, production, sales of agricultural adjuvants and related technical services. The
main financial data as of the date September 30, 2025 are: operating revenue of RMB 29.25
million, net profit of RMB 3.90 million, total assets of RMB 56.23 million, net assets of RMB
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Beijing
Guangyuan Yinong Chemical Co., Ltd. operates normally and is in good operational and
financial conditions and thus has a good contract performance capability. After searching on
the website of disclosure of enforcement information of China, it is not a dishonest party
subject to enforcement.
address: No. 1 Central Road, Economic and Technological Development Zone, Nantong City,
Jiangsu Province) has registered capital of RMB 598,761,873 and mainly engages in the
production, formulation processing and repackaging of pesticides. The main financial data as of
the date December 31, 2024 are: operating revenue of RMB 3,414.12 million, net profit of
RMB -51.44 million, total assets of RMB 3,532.09 million, net assets of RMB 1,282.56
million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Syngenta
Nantong Crop Protection Co.,Ltd. operates normally and is in good operational and financial
conditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
Beitucheng West Road, Chaoyang District, Beijing) has registered capital of RMB
and engineering services. The main financial data as of the date September 30, 2025 are:
operating revenue of RMB 40,779.87 million, net profit of RMB 333.51 million, total assets of
RMB 81,503.65 million, net assets of RMB 22,100.35 million. Bluestar (Beijing) Chemical
Machinery Co., Ltd., Bluestar Engineering Co. Ltd., Zhonglan International Chemical Co., Ltd.,
Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. and China Bluestar Chengrand
Research Institute Chemical Industry mentioned in this announcement as expected related
parties are subsidiaries of China National Bluestar (Group) Co. Ltd.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, China
National Bluestar (Group) Co. Ltd. operates normally and thus has a contract performance
capability. After searching on the website of disclosure of enforcement information of China, it
is not a dishonest party subject to enforcement.
Zhongwei Industrial Park Fine Chemical Industry Zone) has registered capital of RMB
materials and chemical products. The main financial data as of the date September 30, 2025 are:
operating revenue of RMB 1,767.13 million, net profit of RMB -19.01 million, total assets of
RMB 3,096.68 million, net assets of RMB 1,765.32 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Ningxia
Ruitai Technology Co., Ltd. operates normally and thus has a contract performance capability.
After searching on the website of disclosure of enforcement information of China, it is not a
dishonest party subject to enforcement.
registered address: B1 Floor, No. 28 Fuxingmen Inner Street, Xicheng District, Beijing) has
registered capital of RMB 100 million and mainly engages in property management and
operation services. The main financial data as of the date September 30, 2025 are: operating
revenue of RMB 3,141.52 million, net profit of RMB 280.54 million, total assets of RMB
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Beijing
Century Chemsunny Property Management Co.,Ltd. operates normally and thus has a contract
performance capability. After searching on the website of disclosure of enforcement
information of China, it is not a dishonest party subject to enforcement.
registered address: Room 208-022, 2/F, Building 1, No. 666 Tongji Road, Baoshan District,
Shanghai) has registered capital of RMB 125 million and mainly undertakes the businesses
covering bookkeeping agency and financial services. The main financial data as of the date
September 30, 2025 are: operating revenue of RMB 28.53 million, net profit of RMB 370,000,
total assets of RMB 157.60 million, net assets of RMB 130.79 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Sinochem
Shared Financial Services (Shanghai) Co., Ltd. operates normally and thus has a contract
performance capability. After searching on the website of disclosure of enforcement
information of China, it is not a dishonest party subject to enforcement.
Sun Jiabo; registered address: No. 18 Binjiang South Road, Petrochemical Zone, Taicang Port
Economic & Technological Development Zone) has registered capital of RMB 98.78 million.
The company’s core business scope covers hazardous waste disposal technology development
and consulting services. The main financial data as of the date September 30, 2025 are:
operating revenue of RMB 44.42 million, net profit of RMB -15.28 million, total assets of
RMB 143.78 million, net assets of RMB -18.62 million.
Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the
actual control holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of
the Rules of Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the
Company.
Analysis of contract performance capability: To the best knowledge of the Company, Taicang
Zhonglan Environmental Protection Technology Service Co., Ltd. operates normally and thus
has a contract performance capability. After searching on the website of disclosure of
enforcement information of China, it is not a dishonest party subject to enforcement.
III. Main Content of Related-Party Transactions
(1) All related-party transactions between the Group Companies and the relevant
related parties should be carried out based on market terms and according to the
principles of voluntariness, equality, mutual benefit, justice and fairness and
without prejudice to the interests of the Company.
(2) If there is any available state fixed price, then the state fixed price shall prevail; if
the state fixed price is inapplicable or not applicable any more, then the market
price shall prevail; if the market price is inapplicable or not applicable any more,
then both parties shall determine the exact and fair pricing standards they believe
to be based on relevant data.
The Group Companies will conclude contracts with the relevant related parties
according to their production and operation requirements and their ordinary course
business practices.
IV. Purpose of Related-Party Transaction and its Impact on the Company
These related-party transactions are necessary for the daily business operation of the Group
Companies. They mainly aim to capitalize on the Group Companies’ unique positioning
and profile, including as part of the Syngenta Group, achieve cost savings, increase the
Company’s sales and market share and to drive its profitable growth. Based on the
understanding of the related-parties’ business performance, credit status and performance
capability, the Group Companies have selected them to conduct transactions in the
ordinary course of business. The related-party transaction activities follow the principle of
fairness and justice, they will not adversely affect the Company and its non-related party
shareholders. The Board of Directors of the Company holds that the related-party
transactions benefit the continuity and stability of the Company’s business operations and
has a positive impact on the normal operations of the Company. Those transactions will not
impact the independence of the Company.
V. Independent Directors’ Prior Approval
The Company’s Specialized Meeting of Independent Directors approved the related party
transactions and the independent directors have given approval opinions: The Group's
related-party transactions performed in the ordinary course of business are mainly to
purchase or sell goods, materials and services from/to the related parties based on the
principles of justice and fairness and the pricing standards consistent with those of
non-related parties, in order to capitalize on the Group’s unique positioning and profile
including as part of the Syngenta Group, achieve cost savings, increase the Company’s
sales and market share and to drive its profitable growth. All such transactions shall
conform to relevant national laws and regulations, as applicable, and market-oriented
principles, and shall not influence the independence of the Company or damage the
interests of the Group Companies and their other shareholders. The decision-making
procedures for these related party transactions shall conform to the Company Law of the
People’s Republic of China, the Rules of Shenzhen Stock Exchange for the Listing of Stocks,
the Articles of Association and other laws and regulations. All the independent directors
agree on this proposal and submit it to the Board for deliberation.
VI. Documents for Future Reference
of the Company;
The Board of Directors of ADAMA Ltd.
December 23, 2025
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