Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2026-10
ADAMA Ltd.
Announcement on Consolidation of Credit
Facilities from the Related Party
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 of the Related Party Transaction
The 18th meeting of the 10th session of the Board of Directors of ADAMA Ltd.
(hereinafter referred to as the “Company”) held on March 26, 2026, approved the
Proposal on Consolidation of Credit Facilities from the Related Party. To optimize
the debt structure and for management convenience, the Company intends to
consolidate multiple short-term credit facilities previously provided to Adama
Fahrenheit B.V. (hereinafter referred to as "ADAMA NL"), an indirectly wholly-
owned subsidiary of the Company, by Syngenta Group (NL) B.V. (hereinafter
referred to as "SG NL"), a subsidiary of the Company's controlling shareholder,
Syngenta Group Co., Ltd. (hereinafter referred to as "SG").
The consolidation involves the following original facility agreements:
Board of Directors and the 2022 Annual Shareholders Meeting, according to which
SG NL provided a total of USD 350 million in short-term committed, annually
revolving credit facility in favor of ADAMA NL (For details, please refer to
Announcement No. 2023-6).
Board of Directors and the 1st Interim Shareholders Meeting in 2024, and the 7th
meeting of the 10th session of the Board of Directors and the 3rd Interim
Shareholders Meeting in 2024, according to which SG NL provided a total of USD
(For details, please refer to Announcement No. 2024-24 and 2024-52).
It is now proposed to consolidate the aforementioned short-term credit facilities
totaling USD 750 million into a single credit arrangement and sign a new Facility
Agreement (the “ Transaction ” ) to replace the aforementioned original facility
agreements.
Since SG NL and ADAMA NL are both controlled by Sinochem Holdings
Corporation Ltd. (hereinafter referred to as “Sinochem Holdings”), the Transaction
constitutes a related party transaction.
Among the seven directors of the Company, the related-party directors, Mr. Qin
Hengde, Mr. Liu Hongsheng and Mr. An Liru refrained from voting, while among the
remaining votes of the four directors, there were four (4) affirmative votes, and no
negative votes or abstentions. The Transaction has been reviewed by the Specialized
Meeting of Independent Directors of the Company and approved by all independent
directors.
The Transaction requires the approval of the Company’s shareholders. SG will
refrain from voting.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measures on Significant Asset Restructuring of Listed
Companies.
II. Introduction to the Related Party
SG NL was established in 2016. Its legal representative is Edwin Pool, and its
registered address is Westeinde 62, 1601BK Enkhuizen, The Netherlands. It has
registered capital of USD 2 and mainly undertakes the businesses related to holding
and financing activities. The main financial data as of December 31, 2024 is:
operating revenue of USD 33,986,000, net profit of USD 2,354,000, total assets of
USD 722,087,000, net assets of USD 708,906,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
Sinochem Holdings, the ultimate controlling shareholder of the Company. SG NL is
related party of the Company in accordance with Item 2, Paragraph 2 of Article
Analysis of contract performance capability: To the best of the Company’s
knowledge, SG NL operates normally and is in good operational condition. After
searching on the website of disclosure of enforcement information of China, it is not
a debtor subject to judicial enforcement.
III. Basic Information on the Target of the Related-Party Transaction
The Transaction consolidates the original multiple facility agreements into a single
short-term committed, annually revolving credit facility with a total amount of USD
and a commitment fee of 0.35% on the unutilized amount, subject to the Facility
Agreement signed between the two parties. The Transaction is a consolidation of the
Company’s already approved credit facilities and does not increase the total credit
amount.
IV. Pricing Basis of the Related-Party Transaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and fairness. The terms of the Transaction were negotiated fairly on the basis
of market practice.
V. Main Contents of the Facility Agreement
Contract Name: Facility Agreement between Adama Fahrenheit B.V. and Syngenta
Group (NL) B.V. (2026)
Borrower: Adama Fahrenheit B.V.
Lender: Syngenta Group (NL) B.V.
Main Terms: Consolidates the original multiple facility agreements into a single
short-term committed, annually revolving credit facility with a total amount of USD
and a commitment fee of 0.35% on the unutilized amount.
The Lender may assign its rights and obligations under the Facility Agreement
solely to another entity within its group according to the terms of the Facility
Agreement, by providing Borrower with a prior written notice.
The Borrower may assign its rights and obligations under the Facility Agreement to
a third party with the prior consent of Lender, which will not be unreasonably
withheld.
Effective Date of the Agreement: upon signing the Facility Agreement, following
the approval of the Parties’ requisite organs, as required. The requisite organs of the
Company will review the terms of this Agreement every three years.
Dispute Resolutions: The Facility Agreement is governed in all respects by the laws
of the Netherlands.
VI. Purpose of the Transaction and Its Impact on the Company
The Transaction aims to consolidate the existing credit facilities from the related party for
the Company's subsidiary, simplify the management of facility agreements, and enhance
the efficiency and flexibility of fund utilization and management. The Facility
Agreement follows the general practice of similar transactions in the market and
doesn’t contain unfair terms. The Transaction will not adversely affect the interests of
the Company and its non-related party shareholders, nor will it affect the
independence of the Company.
VII. Status of the Different Kinds of Related Party Transactions between the
Company and Sinochem Holdings
As of the end of February 2026, the related party transactions between the Company and
subsidiaries of Sinochem Holdings are as follows:
Holdings in the ordinary course of business is around RMB 666.47 million. The
estimated related party transaction amount in the ordinary course of business
approved by the 1st Interim Shareholders Meeting in 2026 is RMB 3,152.93 million.
the balance of deposits remains RMB 910.11 million and USD 4.03 million, and
the loan amount is RMB 249.64 million, which have been approved by the 3rd
Interim Shareholders Meeting in 2024.
VIII. Independent Directors’ Prior Approval
The Company’s Specialized Meeting of Independent Directors approved the
Transaction, and the independent directors have given approval opinions on the
Transaction: The Transaction is based on the funding needs of the Company and the
need to optimize the Company's debt management structure and is normal business
operations. The Transaction conforms to relevant national laws and regulations, as
applicable, and market-oriented principles, and will not impact the independence of the
Company or harm the interests of the Company and its other shareholders. The decision-
making procedures for the Transaction conform to the Company Law, the Rules of
Shenzhen Stock Exchange for the Listing of Stocks, the Articles of Association of the
Company and other laws and regulations. Therefore, the independent directors pre-
approved the Transaction and agree to submit it to the Board of Directors.
IX. Documents for Future Reference
Company.
It is hereby announced.
The Board of Directors of ADAMA Ltd.
March 28, 2026
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