ADAMA Ltd.
FINANCIAL STATEMENTS AND AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
ADAMA Ltd.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
CONTENTS PAGES
AUDITOR'S REPORT 1-7
THE CONSOLIDATED AND COMPANY'S BALANCE SHEETS 8 - 10
THE CONSOLIDATED AND COMPANY'S INCOME STATEMENTS 11 - 12
THE CONSOLIDATED AND COMPANY'S CASH FLOW STATEMENTS 13 - 14
THE CONSOLIDATED AND COMPANY'S STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY 15 - 17
NOTES TO THE FINANCIAL STATEMENTS 18 – 126
AUDITOR'S REPORT
KPMG Huazhen Shen Zi No.2605093
To the shareholders of ADAMA Ltd.:
I. Opinion
We have audited the accompanying financial statements of ADAMA Ltd. (hereinafter referred to as
the "Adama"), which comprise the consolidated and company balance sheets as at 31 December 2025,
the consolidated and company income statements, the consolidated and company cash flows
statements, and the consolidated and company statements of changes in shareholders' equity for the
year then ended, and notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated and company financial position of Adama as at 31 December 2025, and the consolidated
and company financial performance and cash flows of Adama for the year then ended in accordance with
the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s
Republic of China (hereinafter referred to as the “ASBEs”).
II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing for Certified Public
Accountants (“CSAs”). Our responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of Adama in accordance with the the Independence Standards for Chinese Certified
Public Accountants No. 1 – Independence Requirements for Audit and Review Engagements, as
applicable to audits of financial statements of public interest entities and the China Code of Ethics for
Certified Public Accountants (“the Code”), and we have fulfilled our other ethical responsibilities in
accordance with the Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements for the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
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AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
III. Key Audit Matters - continued
Cut-off of revenue recognition
Please refer to the accounting policies described in Note (III) 28 and details in Note (V) 42 to the
financial statements.
Description Audit response
The principal activities of ADAMA Ltd. and its The audit procedures performed in relation to the
subsidiaries (hereinafter referred to as the assessment of revenue cut? off included the
“ADAMA”) are the production and sale of following:
agrochemical products, intermediate materials
for other industries, food additives and synthetic ? Understand and evaluate the design and
aromatic products. operation effectiveness of key internal
In 2025, ADAMA’s consolidated revenue from controls over financial reporting related to
principal business amounted to RMB 28.9 revenue recognition by management;
billion. ? Check key sales contracts on a sampling
ADAMA recognizes revenue when the customer basis to identify relevant trading terms
obtains control of the relevant goods. Depending related to the transfer of control of goods,
on the trading terms of the sales contracts entered and evluate whether ADAMA’s revenue
into with customers and the specific business recognition accounting policies are in
arrangements, ADAMA generally considers that compliance with the requirements of the
control of the relevant goods has been transferred ASBEs;
to the customer and recognizes sales revenue ? On a sampling basis, reconcile the revenue
when the customer signs for or picks up the recorded around the balance sheet date to the
goods, when shipment of the goods is completed related sales orders, customer delivery notes
or when the goods arrive at the warehouse or bills of lading and other supporting
designated by the customer. documents to assess whether revenue was
As revenue is one of the key performance recorded in the appropriate accounting
indicators of ADAMA, there is a risk that period;
management may advance or defer the timing of
revenue recognition in order to achieve specific
? Check the sales records after the balance
targets or expectations. Accordingly, we have sheet date to identify any material sales
returns and, where applicable, check the
identified the risk of cut? off misstatements in relevant supporting documents to assess
revenue recognition as a key audit matter. whether the related revenue was recorded in
the appropriate accounting period; and
? Selecting revenue journal entries that meet
specific risk criteria and inspecting the
related supporting documentation.
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AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
III. Key Audit Matters - continued
Provision for Impairment of Goodwill on Crop Protection Units
Please refer to the accounting policies described in Note (III) 22 and 23, and details in Note (V) 18 to
the financial statements.
Description Audit response
As at 31 December 2025, the carrying amount of The audit procedures performed in relation to the
goodwill of ADAMA was RMB 4.96 billion, of assessment of the potential impairment of
which RMB 4.89 billion related to the groups of goodwill included the following:
cash generating unit (hereinafter referred to as the
"CGU") of crop protection. ? Understand and evaluate the design and
operation effectiveness of key internal
Management of ADAMA performs an controls of ADAMA relating to goodwill
impairment test on goodwill at each year? end impairment testing;
by comparing the carrying amount of the groups ? Based on our understanding of ADAMA’s
of CGUs that includes goodwill with its business, assesse whether management’s
recoverable amount in order to determine identification of the relevant groups of CGUs
whether an impairment provision is required. The and the method of allocating goodwill to
recoverable amount is determined as the higher those groups of CGUs, as well as the method
of the fair value less costs of disposal of the used to determine the recoverable amount of
groups of CGUs and the present value of the the groups of CGUs, are in compliance with
groups of CGUs’s estimated future cash flows. the requirements of the ASBEs;
Determining the present value of the estimated
future cash flows involves significant ? Based on our understanding, experience and
management judgement, in particular in knowledge of the industry in which ADAMA
estimating the projected sales growth rate, gross operates, and taking into account both
profit margins, terminal growth rate and discount internal and external information such as
rate applied. ADAMA’s approved business plans and
Given the materiality of the carrying amount of industry research reports, evaluate the
goodwill to the financial statements, and the fact reasonableness of key assumptions adopted
that the parameters used in the goodwill by management in estimating the present
impairment test involve significant management value of future cash flows including
judgement, which is subject to inherent projected sales growth rate and gross profit
uncertainty and may be influenced by margin;
management bias, we identified the potential ? Engage KPMG’s internal valuation experts to
impairment of goodwill as a key audit matter. evaluate the appropriateness of the valuation
methodologies adopted by management in
determining the present value of the
estimated future cash flows of the relevant
groups of CGU, and the reasonableness of
the discount rate and terminal growth rate
used;
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? Perform sensitivity analyses on the discount
rate and other key assumptions used by
management in estimating the present value
of future cash flows to assess the impact of
changes in key assumptions on the results of
the impairment test and whether there are
any indications of management bias;
? Compare the key assumptions used by
management in estimating the present value
of future cash flows in the prior year with the
actual performance of the relevant groups of
CGU in the current year to assess whether
there are any indications of management
bias; and
? Evaluate whether the disclosures in the
financial statements in respect of goodwill
impairment and the key assumptions adopted
are in compliance with the requirements of
the ASBEs.
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AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
IV. Other Information
Adama’s management is responsible for the other information. The other information comprises the
information included in 2025 annual report of Adama, other than the financial statements and our
auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with ASBEs, and for the design, implementation and maintenance of such internal control
necessary to enable that the financial statements are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing Adama's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate Adama or to ceases
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing Adama's financial reporting process.
VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with CSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
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AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
As part of an audit in accordance with CSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control;
(2) Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances;
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management;
(4) Conclude on the appropriateness of the management' use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on Adama's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions may cause Adama to cease to continue
as a going concern;
(5) Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation;
(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within Adama to express an opinion on the financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
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AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current year and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG Huazhen CPA LLP Chinese Certified Public Accountant
Beijing China Wang Jia
(Engagement Partner)
Chinese Certified Public Accountant
Wang Shan
This independent auditor's report of the financial statements and the accompanying financial statements are
English translations of the independent auditor's report and the financial statements prepared under
accounting principles and practices generally accepted in the People's Republic of China. These financial
statements are not intended to present the balance sheet and results of operations and cash flows in
accordance with accounting principles and practices generally accepted in other countries and jurisdictions.
In case the English version does not conform to the Chinese version, the Chinese version prevails
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ADAMA Ltd.
(Expressed in RMB '000)
Consolidated Balance Sheet
December 31 December 31
Notes 2025 2024
Current assets
Cash at bank and on hand V.1 3,450,300 3,630,608
Financial assets held for trading V.2 1,223 1,035
Derivative financial assets V.3 449,379 483,822
Bills receivable V.4 358,489 65,565
Accounts receivable V.5 7,124,736 7,977,830
Receivables financing V.6 30,767 144,763
Prepayments V.7 368,012 313,542
Other receivables V.8 1,076,164 1,147,469
Inventories V.9 11,607,842 11,164,663
Other current assets V.10 1,094,273 988,093
Total current assets 25,561,185 25,917,390
Non-current assets
Long-term receivables V.11 118,203 159,813
Long-term equity investments V.12 39,312 30,227
Other equity investments V.13 129,796 131,473
Investment properties 18,869 20,509
Fixed assets V.14 10,073,551 9,762,895
Construction in progress V.15 897,175 1,996,892
Right-of-use assets V.16 661,443 557,159
Intangible assets V.17 4,302,343 4,796,655
Goodwill V.18 4,964,450 5,074,283
Deferred tax assets V.19 1,294,176 1,291,654
Other non-current assets V.20 403,459 320,827
Total non-current assets 22,902,777 24,142,387
Total assets 48,463,962 50,059,777
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ADAMA Ltd.
(Expressed in RMB '000)
Consolidated Balance Sheet (continued)
December 31 December 31
Notes 2025 2024
Current liabilities
Short-term loans V.21 6,673,792 4,748,720
Derivative financial liabilities V.22 189,581 278,580
Bills payable V.23 622,660 439,495
Accounts payable V.24 5,461,749 4,934,865
Contract liabilities V.25 1,789,490 1,810,764
Employee benefits payable V.26 936,724 851,784
Taxes payable V.27 539,168 516,761
Other payables V.28 1,418,093 1,417,319
Non-current liabilities due within one year V.29 3,825,203 2,230,713
Other current liabilities V.30 929,259 784,456
Total current liabilities 22,385,719 18,013,457
Non-current liabilities
Long-term loans V.31 1,507,514 2,166,625
Debentures payable V.32 4,894,076 6,320,157
Lease liabilities V.33 751,226 610,415
Long-term payables 164,735 191,103
Long-term employee benefits payable V.34 536,895 543,855
Provisions V.35 424,347 316,490
Deferred tax liabilities V.19 224,024 283,081
Other non-current liabilities V.36 - 2,623,500
Total non-current liabilities 8,502,817 13,055,226
Total liabilities 30,888,536 31,068,683
Shareholders' equity
Share capital V.37 2,329,812 2,329,812
Capital reserve V.38 12,867,123 12,950,464
Less: Treasury shares - -
Other comprehensive income V.39 1,570,748 1,721,028
Special reserves 6,156 10,798
Surplus reserve V.40 298,610 298,610
Retained earnings V.41 502,977 1,680,382
Total equity attributed to the shareholders 17,575,426 18,991,094
of the company
Non-controlling interests - -
Total Equity 17,575,426 18,991,094
Total liabilities and equity 48,463,962 50,059,777
Gael Hili Efrat Nagar
Legal representative Chief Financial Officer
These financial statements were approved by the Board of Directors of the Company on March 26, 2026.
The notes form part of these financial statements.
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ADAMA Ltd.
(Expressed in RMB '000)
Company's Balance Sheet
December 31 December 31
Notes 2025 2024
Current assets
Cash at bank and on hand XV.1 64,964 41,031
Bills receivable 112,369 -
Accounts receivable XV.2 1,636,608 1,182,104
Receivables financing XV.3 10,490 34,350
Prepayments 92,227 50,485
Other receivables XV.4 26,434 24,393
Inventories 210,072 252,747
Non-current assets due within one year - 70,000
Other current assets 14,923 5,739
Total current assets 2,168,087 1,660,849
Non-current assets
Long-term equity investments XV.5 17,430,716 17,430,716
Other equity investments 54,299 54,299
Investment properties 1,522 2,071
Fixed assets 1,252,804 1,361,190
Construction in progress 10,184 88,292
Right-of-use assets 1,354 1,297
Intangible assets 227,391 237,120
Deferred tax assets 46,359 51,640
Other non-current assets 230,156 265,572
Total non-current assets 19,254,785 19,492,197
Total assets 21,422,872 21,153,046
Current liabilities
Short-term loans 418,692 100,000
Bills payables 155,220 98,584
Accounts payables 280,455 148,262
Contract liabilities 21,420 10,854
Employee benefits payable 9,800 9,709
Taxes payable 3,171 2,748
Other payables 778,254 716,369
Non-current liabilities due within one year 13,930 641,392
Other current liabilities 116,585 -
Total current liabilities 1,797,527 1,727,918
Non-current liabilities
Long-term loans 642,000 308,357
Lease liabilities 443 592
Long-term employee benefits payable 63,175 67,154
Provisions 24,871 25,507
Other non-current liabilities - 55,860
Total non-current liabilities 730,489 457,470
Total liabilities 2,528,016 2,185,388
Shareholders’ equity
Share capital V.37 2,329,812 2,329,812
Capital reserve 15,523,881 15,523,881
Other comprehensive income 24,916 23,894
Special reserves 6,847 11,489
Surplus reserve V.40 298,610 298,610
Retained earnings 710,790 779,972
Total shareholders’ equity 18,894,856 18,967,658
Total liabilities and shareholders’ equity 21,422,872 21,153,046
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ADAMA Ltd.
(Expressed in RMB '000)
Consolidated Income Statement
Year ended December 31
Notes 2025 2024
I. Operating income V.42 28,944,586 29,488,046
Less: Cost of sales V.42 21,321,853 22,748,925
Taxes and surcharges V.43 102,238 100,327
Selling and Distribution expenses V.44 3,986,175 4,400,770
General and administrative expenses V.45 1,473,980 1,185,443
Research and Development expenses V.46 424,700 416,327
Financial expenses V.47 2,232,695 1,769,830
Including: Interest expense 1,021,329 1,054,856
Interest income 192,291 242,845
Add: Investment income, net V.48 11,963 10,525
Including: Income from investment
in associates and joint ventures 9,638 8,201
Gain (loss) from changes in fair value V.49 219,486 (46,074)
Credit impairment losses V.50 (115,546) (99,713)
Asset impairment losses V.51 (432,930) (961,358)
Gain from disposal of assets V.52 16,716 48,108
II. Operating loss (897,366) (2,182,088)
Add: Non-operating income 239,224 83,702
Less: Non-operating expenses 41,456 25,916
III. III. Total loss (699,598) (2,124,302)
Less: Income tax expenses (income) V.53 346,121 778,902
IV. Net loss (1,045,719) (2,903,204)
(1). Classified by nature of operations
(1.1). Continuing operations (1,045,719) (2,903,204)
(2). Classified by ownership
(2.1). Shareholders of the Company (1,045,719) (2,903,204)
(2.2). Non-controlling interests - -
V. Other comprehensive income (loss),net of tax V. 39 (150,280) 45,132
Other comprehensive income (loss) (net of tax)
attributable to shareholders of the Company (150,280) 45,132
(1) Items that will not be reclassified to profit or loss: (2,443) 33,639
(1.1) Re-measurement of defined benefit plan liability (2,443) 33,639
(1.2) Fair Value changes in other equity investment - -
(2) Items that were or will be reclassified to profit or loss (147,837) 11,493
(2.1) Effective portion of gains or loss of cash flow hedge (14,361) 24,880
(2.2) Translation differences of foreign financial statements (133,476) (13,387)
VI. Total comprehensive loss for the period attributable to (1,195,999) (2,858,072)
Shareholders of the Company
Total comprehensive loss for the period (1,195,999) (2,858,072)
attributable to shareholders of the Company
Total comprehensive income for the period - -
attributable to Non-controlling interests
VII. Earnings per share XIV.3
(1) Basic loss per share (Yuan/share) (0.45) (1.25)
(2) Diluted earnings per share (Yuan/share) N/A N/A
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ADAMA Ltd.
(Expressed in RMB '000)
Company's Income Statement
Year ended December 31
Notes 2025 2024
I. Operating income XV.6 2,011,533 1,801,793
Less: Operating costs XV.6 1,670,990 1,566,346
Taxes and surcharges 12,905 10,830
Selling and Distribution expenses 11,394 7,442
General and administrative expenses 211,925 128,902
Research and Development expenses 21,964 4,699
Financial expenses 48,257 10,384
Including: Interest expense 29,163 34,071
Interest income 3,291 6,109
Add: Investment income, net 34,769 34,070
Gain from changes in fair value (“-” means loss) (130,730) 326,340
Credit impairment reversal (losses) (902) -
Asset Impairment reversal (losses) (10,258) (160,041)
Gain from disposal of assets 3,618 865
II. Operating Profit (69,405) 274,424
Add: Non-operating income 5,636 4,689
Less: Non-operating expenses 132 584
III. Total profit (63,901) 278,529
Less: Income tax expense 5,281 28,601
IV. Net profit (loss) (69,182) 249,928
V. Other comprehensive income, net of tax 1,022 24,896
(1) Items that will not be reclassified to profit or loss 1,022 24,896
(1.1) Re-measurement of defined benefit plan liability 1,022 24,896
(1.2) FV changes in other equity investment - -
VI. Total comprehensive income (loss) for the period (68,160) 274,824 (1
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ADAMA Ltd.
(Expressed in RMB '000)
Consolidated Cash Flow Statement
Year ended December 31
Notes 2025 2024
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services 29,417,810 27,271,860
Refund of taxes and surcharges 206,689 205,975
Cash received relating to other operating activities V.56(1) 351,471 548,629
Sub-total of cash inflows from operating activities 29,975,970 28,026,464
Cash paid for goods and services 18,277,314 16,805,907
Cash paid to and on behalf of employees 3,783,982 3,859,369
Payments of taxes and surcharges 549,750 600,027
Cash paid relating to other operating activities V.56(2) 3,316,231 3,000,530
Sub-total of cash outflows from operating activities 25,927,277 24,265,833
Net cash flows provided by operating activities V.57(1)a 4,048,693 3,760,631
II. Cash flows from investing activities:
Cash received from disposal of investments 114,278 117,325
Cash received from returns of investments 3,336 2,705
Net cash received from disposal of fixed assets, intangible
assets and other long-term assets 68,540 272,730
Cash received relating to other investing activities V.56(3) - 2,324
Sub-total of cash inflows from investing activities 186,154 395,084
Cash paid to acquire fixed assets, intangible assets and
other long-term assets 1,213,660 1,423,510
Net cash paid to acquire subsidiaries or other business units 56,272 -
Cash paid relating to other investing activities V.56(4) 124,725 125,641
Sub-total of cash outflows from investing activities 1,394,657 1,549,151
Net cash flows used in investing activities (1,208,503) (1,154,067)
III. Cash flows from financing activities:
Cash received from borrowings 2,476,543 1,496,057
Cash received from other financing activities V.56(5) 1,860,911 1,029,698
Sub-total of cash inflows from financing activities 4,337,454 2,525,755
Cash repayments of borrowings 5,241,628 4,834,040
Cash payment for dividends, profit distributions and interest 1,057,729 1,127,326
Including: Dividends paid to non-controlling interest 131,686 69,512
Cash paid relating to other financing activities V.56(6) 1,047,822 523,578
Sub-total of cash outflows from financing activities 7,347,179 6,484,944
Net cash flow used in financing activities (3,009,725) (3,959,189)
IV. Effects of foreign exchange rate changes on cash and cash equivalent
equivalent (61,102) 79,230
V. Net decrease in cash and cash equivalents V.57(1)b (230,637) (1,273,395)
Add: Cash and cash equivalents at the beginning of the year 3,583,963 4,857,358
I. VI. Cash and cash equivalents at the end of the period V.57(2) 3,353,326 3,583,963
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ADAMA Ltd.
(Expressed in RMB '000)
Company's Cash Flow Statement
Year ended December 31
Notes 2025 2024
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services 1,050,255 1,299,202
Refund of taxes and surcharges 64,246 73,706
Cash received relating to other operating activities XV.7(1) 20,551 17,172
Sub-total of cash inflows from operating activities 1,135,052 1,390,080
Cash paid for goods and services 664,297 953,203
Cash paid to and on behalf of employees 130,321 119,998
Payments of taxes and surcharges 21,141 16,624
Cash paid relating to other operating activities XV.7(2) 129,106 55,675
Sub-total of cash outflows from operating activities 944,865 1,145,500
Net cash flows provided by operating activities XV.8 190,187 244,580
II. Cash flows from investing activities:
Cash received from returns of investments 32,445 34,070
Net cash received from disposal of fixed assets, intangible assets and other
long-term assets 11,222 977
Cash received relating to other investing activities XV.7.(3) 71,599 184,147
Sub-total of cash inflows from investing activities 115,266 219,194
Cash paid to acquire fixed assets, intangible assets and
other long-term assets 11,617 27,413
Cash paid for other investing activities XV.7.(4) 50,000 -
Sub-total of cash outflows from investing activities 61,617 27,413
Net cash flows provided by investing activities 53,649 191,781
III. Cash flows from financing activities:
Cash received from borrowings 857,000 100,000
Cash received relating to other financing activities XV.7.(5) 16,105 9,884
Sub-total of cash inflows from financing activities 873,105 109,884
Cash repayments of borrowings 1,052,017 636,779
Cash payment for dividends, profit distributions or interest 29,216 33,819
Cash paid relating to other financing activities XV.7.(6) 20,699 5,742
Sub-total of cash outflows from financing activities 1,101,932 676,340
Net cash flow used in financing activities (228,827) (566,456)
IV. Effects of foreign exchange rate changes on cash and cash equivalents 4,768 12,082
V. Net increase (decrease) in cash and cash equivalents 19,777 (118,013)
Add: Cash and cash equivalents at the beginning of the year XV.8(2) 39,173 157,186
VI. Cash and cash equivalents at the end of the period XV.8(2) 58,950 39,173
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ADAMA Ltd.
(Expressed in RMB '000)
Consolidated Statement of Changes in Shareholders’ Equity
For the year ended December 31, 2025
Other
Share Capital comprehensive Special Surplus Retained Non-controlling
capital reserve income reserves reserve earnings Total interests Total equity
I. Balance at January 1, 2025 2,329,812 12,950,464 1,721,028 10,798 298,610 1,680,382 18,991,094 - 18,991,094
II. Changes in equity for the period - (83,341) (150,280) (4,642) - (1,177,405) (1,415,668) - (1,415,668)
reduction
non controlling interest
interest
III. Balance at December 31, 2025 2,329,812 12,867,123 1,570,748 6,156 298,610 502,977 17,575,426 - 17,575,426
- 15 -
ADAMA Ltd.
(Expressed in RMB '000)
Statement of Changes in Shareholders’ Equity
For the year ended December
Other
Share Capital comprehensive Special Surplus Retained Non-controlling
capital reserve income reserves reserve earnings Total interests Total equity
I. Balance at January 1, 2024 2,329,812 12,950,464 1,675,896 16,595 273,617 4,678,091 21,924,475 - 21,924,475
II. Changes in equity for the period - - 45,132 (5,797) 24,993 (2,997,709) (2,933,381) - (2,933,381)
interest
III. Balance at December 31, 2024 2,329,812 12,950,464 1,721,028 10,798 298,610 1,680,382 18,991,094 - 18,991,094
- 16 -
ADAMA Ltd.
(Expressed in RMB '000)
Company's Statement of Changes in Shareholders’ Equity
For the year ended December 31, 2025
Other
Share Capital comprehensive Special Surplus Retained
capital reserve income reserves reserve earnings Total
I. Balance at January 1, 2025 2,329,812 15,523,881 23,894 11,489 298,610 779,972 18,967,658
II. Changes in equity for the period - - 1,022 (4,642) - (69,182) (72,802)
Ⅲ. Balance at December 31, 2025 2,329,812 15,523,881 24,916 6,847 298,610 710,790 18,894,856
For the year ended December 31, 2024
Other
Share Capital comprehensive Special Surplus Retained
capital reserve income reserves reserve earnings Total
I. Balance at January 1, 2024 2,329,812 15,523,881 (1,002) 17,286 273,617 555,037 18,698,631
II. Changes in equity for the period - - 24,896 (5,797) 24,993 224,935 269,027
Ⅲ. Balance at December 31, 2024 2,329,812 15,523,881 23,894 11,489 298,610 779,972 18,967,658
- 17 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
I BASIC CORPORATE INFORMATION
ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established in
China with its head office located in Hubei Jingzhou.
In June 2020, the controlling shareholder of the Company changed from China National Agrochemical Co,.
Ltd. (hereinafter – “CNAC") to Syngenta Group Co., Ltd. (hereinafter “Syngenta Group”). As of August
and Sinochem Holdings Corporation Ltd. (hereinafter - “Sinochem Holdings”), Syngenta Group, and
subsequently the Company, are ultimately controlled by Sinochem Holdings - parent of both ChemChina
and Sinochem Group Co., Ltd. (hereinafter “Sinochem Holdings”), subordinated to SASAC.
The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are
engaged in development, manufacturing and marketing of agrochemicals, intermediate materials for other
industries, food additives and synthetic aromatic products, mainly for export. For information about the
largest subsidiaries of the Company, refer to Note VII.
The Company’s consolidated financial statements had been approved by the Board of Directors of the
Company on March 26, 2026.
Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities",
whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope".
II BASIS OF PREPARATION
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of
Finance (the "MoF"). In addition, the Group has disclosed relevant financial information in these financial
statements in accordance with Information Disclosure and Presentation Rules for Companies Offering
Securities to the Public No. 15－General Provisions on Financial Reporting (revised by China Securities
Regulatory Commission (hereinafter "CSRC”) in 2023).
The Group has adopted the accrual basis of accounting.
In the historical cost measurement, assets obtained shall be measured at the amount of cash or cash
equivalents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of
cash or assets received, or the contractual amount in a present obligation, or the prospective amount of
cash or cash equivalents paid to discharge the liabilities.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing market participants in an arm’s length transaction at the measurement date. Fair
value measured and disclosed in the financial statements are determined on this basis whether it is
observable or estimated by valuation techniques.
- 18 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
II BASIS OF PREPARATION - (cont’d)
The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fair
value input is observable and significant to the fair value measurement as a whole:
Level 1 - based on quoted prices (unadjusted) in active markets;
Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable (other than quoted prices included within Level 1), either directly or
indirectly;
Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
The financial statements have been prepared on the going concern basis.
The Group has performed going concern assessment for the following 12 months from December 31,2025
and have not identified any significant doubtful matter or event on the going concern, as such the financial
statement have been prepared on the going concern basis.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
These financial statements are in compliance with the Accounting Standards for Business Enterprises to
truly and completely reflect the Company's consolidated financial position as at December 31, 2025 and
the Company's consolidated operating results, changes in shareholders' equity and cash flows for the
twelve months then ended.
The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December.
The company takes the period from the acquisition of assets for processing to their realisation in cash or
cash equivalents as a normal operating cycle. The operating cycle for the company is 12 months.
The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional
currency. Functional currencies of overseas subsidiaries are determined on the basis of the principal
economic environment in which the overseas subsidiaries operate. The functional currency of the overseas
subsidiaries is mainly the United States Dollar (hereinafter "USD"). The presentation currency of these
financial statements is Renminbi.
- 19 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Item Benchmark for Material Item
Individual construction in progress project with a budget higher than RMB
Material construction in progress projects
Material receivables assessed individually for
Individual impairment higher than RMB 150 million
impairment
A business combination not involving enterprises under common control is a business combination in
which all of the combining enterprises are not ultimately controlled by the same party or parties before and
after the combination.
The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed and
equity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree.
The intermediary costs such as audit, legal services and assessment consulting costs and other related
management costs that are directly attributable to the combination by the acquirer are charged to profit or
loss in the period in which they are incurred. Direct capital issuance costs incurred in respect of equity
instruments or liabilities issued pursuant to the business combination should be charged to the respect
equity instruments or liabilities upon initial recognition of the underlying equity instruments or liabilities.
The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a business
combination, that meet the recognition criteria shall be measured at fair value at the acquisition date.
The consideration transferred includes the fair value of any contingent consideration. (such as earnout
arrangements with the former shareholders). After the acquisition date, the Group recognizes changes in
the fair value of contingent consideration classified as a financial liability at fair value through profit or
loss.
Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable
net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on
initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of the
acquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for
the current year.
The goodwill raised because of the business combination should be separately disclosed in the
consolidated financial statement and measured by the initial amount less any accumulative impairment
provision.
In a business combination achieved in stages, the Group remeasure its previously held equity interest in the
acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss.
- 20 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The scope of consolidation in consolidated financial statements is determined on the basis of control.
Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable
returns from its involvement with the investee; and has the ability to use its power to affect its returns.
For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal
(the date when control is lost) are included in consolidated income statement and consolidated statement of
cash flows.
For a subsidiary acquired through a business combination not involving enterprises under common control,
the operating results and cash flows from the acquisition date (the date when control is obtained) are
included in consolidated income statement and consolidated statement of cash flows.
The significant accounting policies and accounting years adopted by the subsidiaries are determined based
on the uniform accounting policies and accounting years set out by the Company.
All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling
interests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balance
sheet. The portion of net profits or losses of subsidiaries for the period attributable to non-controlling
interests is presented as "non-controlling interests" in consolidated income statement below the "net profit"
line item. Total comprehensive income attributable to non-controlling shareholders is presented separately
in the consolidated income statement below the total comprehensive income line item.
When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary
exceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the
subsidiary, the excess amount is still allocated against non-controlling interests.
Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result in
the loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of the
Company's interests and non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary. The difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is adjusted to capital reserve under owners'
equity. If the capital reserve is not sufficient to absorb the difference, the excess is adjusted against
retained earnings. Other comprehensive income attributed to the non-controlling interest is reattributed to
the shareholders of the company.
A put option issued by the Group to holders of non-controlling interests that is settled in cash or other
financial instrument is recognized as a liability at the present value of the exercise price (according to the
"anticipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of the
holders of the non-controlling interests to which the Group issued a put option.
- 21 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
In cases which the Group has a Call option in addition to the Put option above, due to the anticipated
acquisition method implementation no value is given to the Call option in the consolidated financial
statements.
When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons,
any retained interest is re-measured at its fair value at the date when control is lost. The difference between
(i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii)
the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according
to the original proportion of ownership interest is recognized as investment income in the period in which
control is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to
investment income in the period in which control is lost.
There are two types of joint arrangements – joint operations and joint ventures. The type of joint
arrangements is determined based on the rights and obligations of joint operator to the joint arrangements
by considering the factors, such as the structure, the legal form of the arrangements, and the contractual
terms, etc. A joint operation is a joint arrangement whereby the joint operators have rights to the assets,
and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement
whereby the joint ventures have rights to the net assets of the arrangement.
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are
the Group's short-term, highly liquid investments that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
On initial recognition, foreign currency transactions are translated into functional currency using the spot
exchange rate prevailing at the date of transaction.
At the balance sheet date, foreign currency monetary items are translated into functional currency using the
spot exchange rates at the balance sheet date. Exchange differences arising from the differences between
the spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the
previous balance sheet date are recognized in profit or loss for the period, except that (i) exchange
differences related to a specific-purpose borrowing denominated in foreign currency that qualify for
capitalization are capitalized as part of the cost of the qualifying asset during the capitalization period. (ii)
exchange differences related to hedging instruments for the purpose of hedging against foreign currency
risks are accounted for using hedge accounting.
- 22 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
When preparing financial statements involving foreign operations, if there is any foreign currency
monetary items, which in substance forms part of the net investment in the foreign operations, exchange
differences arising from the changes of foreign currency are recorded as other comprehensive income, and
will be reclassified to profit or loss upon disposal of the foreign operations.
Foreign currency non-monetary items measured at historical cost are translated to the amounts in
functional currency at the spot exchange rates on the dates of the transactions and the amounts in
functional currency remain unchanged.
For the purpose of preparing consolidated financial statements, financial statements of a foreign operation
are translated from the foreign currency into RMB using the following method: assets and liabilities on the
balance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equity
items, except for retained earnings, are translated at the spot exchange rates at the dates on which such
items arose; all items in the income statement as well as items reflecting the distribution of profits are
translated at average rate or at spot exchange rates on the dates of the transactions; the retained earnings
opening balance is previous year's translated retained earnings closing balance; the closing balance of
retained earnings is calculated and presented on the basis of each translated income statement and profit
distribution item. The difference between the translated assets and the aggregate of liabilities and
shareholders' equity items is recorded as other comprehensive income. Cash Flows arising from transaction
in foreign currency and the cash flows of a foreign subsidiary are translated at the spot exchange rate on
the date of the cash flow, the effect of exchange rate changes on the cash and cash equivalents is regarded
as a reconciling item and present separately in the statement “effect of foreign exchange rate changes on
the cash and cash equivalents".
The opening balances and the comparative figures of prior year are presented at the translated amounts in
the prior year's financial statements.
On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over a
foreign operation due to disposal of certain equity interest in it or other reasons, the Group transfers the
accumulated translation differences, which are attributable to the owners' equity of the Company and
presented under other comprehensive income to profit or loss in the period in which the disposal occurs.
In case of a disposal or other reason that does not result in the Group losing control over a foreign
operation, the proportionate share of accumulated translation differences are re-attributed to non-
controlling interests and are not recognized in profit and loss. For partial disposals of equity interest in
foreign operations, which are associates or joint ventures, the proportionate share of the accumulated
translation differences are reclassified to profit or loss.
- 23 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group recognizes a financial asset or a financial liability when it becomes a party to the contractual
provisions of the instrument. At initial recognition, the Group measures a financial asset or financial
liability at its fair value plus or minus (which is not measured at fair value through profit or loss)
transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial
liability. Initial recognition in trade receivables which do not contain a significant financing component,
shall be made according to their transaction price.
After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value
through other comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”).
A financial asset is measured at amortised cost if both of the following conditions are met: (a) the financial
asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains
or losses upon impairment and derecognition are recognized in profit or loss.
Effective interest rate represents the rate that discounts the future cash flow over the expected subsisting
period or shorter period, if appropriate, of the financial asset or financial liability to the current carrying
value of such financial asset or financial liability.
When calculating the effective interest rate, the Group will consider the anticipated future cash flow (not
considering the future credit loss) on the basis of all contract clauses of financial assets or financial
liabilities, as well as consider all kinds of charges which are an integral part of the effective interest rate,
including transaction fees and discount or premium paid or received between both parties of financial asset
or financial liability contract.
- 24 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met: (a) the financial asset is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets and (b) the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
A gain or loss on a financial asset measured at fair value through other comprehensive income is
recognized in other comprehensive income, except for impairment gains or losses, foreign exchange gains
and losses and interest calculated using the effective interest method, until the financial asset is
derecognized or reclassified. When the financial asset is derecognized the cumulative gain or loss
previously recognized in other comprehensive income is reclassified from equity to profit or loss as a
reclassification adjustment.
Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated as
financial assets at FVTPL.
A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI.
The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if
doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes
referred to as an ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or
recognizing the gains and losses on them on different bases.
A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is part
of a hedging relationship. Dividends are recognized in profit or loss.
At initial recognition, the Group makes an irrevocable election to designate to FVTOCI an investment in
an equity instrument that is not held for trading.
When a non-trading equity instrument investment is designated as a financial asset that is measured at fair
value through other comprehensive income, the changes in the fair value of the financial asset are
recognised in other comprehensive income. Upon realization the accumulated gains or losses from other
comprehensive income are transferred from other comprehensive income and included in retained earnings.
During the period in which the Group holds these non-trading investment instruments, the right to receive
dividends in the Group has been established, and the economic benefits related to dividends are likely to
flow into the Group, and when the amount of dividends can be reliably measured, the dividend income is
recognized in the current profit and loss.
- 25 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group recognizes a loss allowance for expected credit losses on financial assets that are classified to
amortised cost and FVTOCI.
The Group always measures the loss allowance at an amount equal to lifetime expected credit losses for
trade receivables and notes receivables.
For financial assets other than trade receivables, the Group initially measure the loss allowance for that
financial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date, if
the credit risk on that financial instrument has increased significantly since initial recognition, the Group
measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit
losses. The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected credit
losses (or reversal) that is required to adjust the loss allowance to the amount that is required to be
recognized.
At each balance sheet date, the Group assesses whether the credit risk on a financial instrument has
increased significantly since initial recognition.
The Group mainly considers the following list of information in assessing changes in credit risk:
(a) significant changes in internal price indicators of credit risk as a result of a change in credit risk
since inception.
(b) significant changes in external market indicators of credit risk for a particular financial instrument
or similar financial instruments with the same expected life.
(c) a significant change in the debtors’ ability to meet its debt obligations.
(d) an actual or expected significant change in the operating results of the debtor.
(e) significant increases in credit risk on other financial instruments of the same debtor.
(f) an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor.
(g) significant changes in the value of the collateral supporting the obligation or in the quality of third-
party guarantees or credit enhancements, which are expected to reduce the debtor’s economic
incentive to make scheduled contractual payments or to otherwise have an effect on the probability
of a default occurring.
(h) significant changes that are expected to reduce the receivable’s economic incentive to make
scheduled contractual payments.
(i) significant changes in the expected performance and behaviour of the debtor.
The Group assumes that the credit risk on a financial instrument has not increased significantly since
initial recognition if the financial instrument is determined to have low credit risk at the reporting date.
- 26 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
A financial asset is credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-
impaired include observable data about the following events:
(a) significant financial difficulty of the issuer or the receivable;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’s
financial difficulty, having granted to the receivable a concession(s) that the lender(s) would not
otherwise consider;
(d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization;
Expected credit losses of financial instruments are determined as the present value of the difference
between: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flows
that the entity expects to receive.
For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected
credit losses as the difference between the asset’s gross carrying amount and the present value of
estimated future cash flows discounted at the financial asset’s original effective interest rate. Any
adjustment is recognized in profit or loss as an impairment gain or loss.
The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible
outcomes;
(b) the time value of money; and
(c) reasonable and supportable information that is available without undue cost or effort at the
reporting date about past events, current conditions and forecasts of future economic conditions.
- 27 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group directly reduces the gross carrying amount of a financial asset when the entity has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. A write-off
constitutes a derecognition event.
The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractual
rights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred and
substantially all the risks and rewards of ownership of the financial asset transferred to the transferee; or
(iii) although the financial asset has been transferred, the Group neither transfers nor retains substantially
all the risks and rewards of ownership of the financial asset but has not retained control of the financial
asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial
asset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its
continuing involvement in the transferred financial asset and recognizes an associated liability. The extent
of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to
changes in the value of the transferred asset.
When the company is derecognizing a financial asset in its entirety, the difference between (i) the carrying
amount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer is
recognized in profit or loss.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument.
All financial liabilities are subsequently measured at FVTPL or other financial liabilities.
Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it is
designated as at FVTPL. The financial liability other than derivative financial liabilities are stated as
liabilities held for trading.
Other financial liabilities are subsequently measured at amortized cost by using effective interest method.
Gain or loss arising from derecognition or amortization is recognized in current profit or loss.
- 28 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full
or in part. An agreement entered into force between the Group (debtor) and a creditor to replace the
original financial liabilities with new financial liabilities with substantially different terms, derecognize the
original financial liabilities as well as recognize the new financial liabilities. When financial liabilities is
derecognized in full or in part, the difference between the carrying amount of the financial liabilities
derecognized and the consideration paid (including transferred non-cash assets or new financial liability) is
recognized in profit or loss for the current period.
Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchange
options, etc. Derivatives are initially measured at fair value at the date when the derivative contracts are
entered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in
profit or loss unless the derivative is designated and highly effective as a hedging instrument, in which case
the timing of the recognition in profit or loss depends on the nature of the hedge relationship (Note III
Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be
offset, except for circumstances where the Group has a legal right that is currently enforceable to offset the
recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize
the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability
shall be offset and the net amount is presented in the balance sheet.
The consideration received from the issuance of equity instruments net of transaction costs is recognized in
shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-
issued equity instruments are deducted from shareholders’ equity.
When the Company repurchases its own shares, those shares are treated as treasury shares. All
expenditures relating to the repurchase are recorded in the cost of the treasury shares, with the transaction
entering into the share capital. Treasury shares are excluded from profit distributions and are stated as a
deduction under shareholders’ equity in the balance sheet.
- 29 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Accounts receivables are assessed for impairment on a collective group and/or on an individual basis as
follows:
Expected credit losses in respect of accounts receivables is measured at an amount equal to lifetime
expected credit losses. The assessment is made collectively for account receivables, where receivables
share similar credit risk characteristics based on geographical location, using the expected credit losses
model including inter-alia aging analysis, historical loss experiences adjusted by the observable factors
reflecting current and expected future economic conditions. The ratio of the account receivables collective
provision for expected credit losses in which credit losses has not occurred is between 0%-2.81%.
When credit risk on accounts receivable has increased significantly since initial recognition, the group
records specific provision or collective provision, which is determined for groups of similar assets in
countries in which there are large number of customers with immaterial balances.
In assessing whether the credit risk on accounts receivables has increased significantly since initial
recognition, the Group compares the risk of a default occurring on the accounts receivables at the reporting
date with the risk of a default occurring on the accounts receivables at the date of initial recognition and
considers both quantitative and qualitative information that is reasonable and supportable, including
observable data that comes to the attention of the Group about loss events such as a significant decline in
the solvency of an individual debtor or the portfolio of debtors, and significant changes in the financial
condition that have an adverse effect on the debtor.
All receivbales financing are bank acceptance notes due within 1 year. From the past experience, the
possibility of significant losses due to banks default is low, the Group believes that there is no significant
credit risk in the bank acceptances notes held.
The Group determines expected credit losses for other receivables on an individual basis.
The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished
goods and reusable materials. Reusable materials include low-value consumables, packaging materials and
other materials, which can be used repeatedly but do not meet the definition of fixed assets.
Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of
conversion and other expenditures incurred in bringing the inventories to their present location and
condition including direct labor costs and an appropriate allocation of production overheads.
- 30 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The actual cost of inventories upon delivery is calculated using the weighted average method.
inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net
realizable value is below the cost of inventories, a provision for decline in value of inventories is made.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs
of completion, the estimated costs necessary to make the sale and relevant taxes. In determining the
realizable value of inventory, it is based on solid evidence obtained, while also considering the purpose of
holding the inventory and the impact of events after the balance sheet date.
After the provision for decline in value of inventories is made, if the circumstances that previously caused
inventories to be written down below cost no longer exist so that the net realizable value of inventories is
higher than their carrying amount, the original provision for decline in value is reversed and the reversal is
included in profit or loss for the period.
Long-term equity investments include investments in subsidiaries, joint ventures and associates.
Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable
returns from its involvement with the investee; and has the ability to use its power to affect its returns.
Joint control is the contractually agreed sharing of control over an economic activity, and exists only when
the strategic financial and operating policy decisions relating to the activity require the unanimous consent
of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
When determining whether an investing enterprise is able to exercise control or significant influence over
an investee, the effect of potential voting rights of the investee (for example, warrants and convertible
debts) held by the investing enterprises or other parties that are currently exercisable or convertible shall be
considered.
- 31 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Subsidiaries are the companies that are controlled by the Company. Associates are the companies over
which the Group has significant influence. Joint ventures are joint arrangements over which the Group has
joint control along with other investors and has rights to the net assets of the joint arrangement.
The Company accounts for the investment in subsidiaries at historical cost in the Company's financial
statements. Investments in associates and joint ventures are accounted for under equity method.
For a long-term equity investment acquired through a business combination involving enterprises under
common control, the investment cost of the long-term equity investment is the share of the carrying
amount of the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date
of combination. The difference between initial investment cost and cash paid, non-cash assets transferred
and book value of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve is not
sufficient to absorb the difference, any excess is adjusted to retained earnings.
For a long-term equity investment acquired through business combination not involving enterprises under
common control, the investment cost of the long-term equity investment is the cost of acquisition. For a
business combination not involving enterprises under common control achieved in stages that involves
multiple exchange transactions, the initial investment cost is carried at the aggregate of the carrying
amount of the acquirer’s previously held equity interest in the acquiree and the new investment cost
incurred on the acquisition date.
Regarding the long-term equity investment acquired otherwise than through a business combination, if the
long-term equity investment is acquired by cash, the historical cost is determined based on the amount of
cash paid and payable; if the long-term equity investment is acquired through the issuance of equity
instruments, the historical cost is determined based on the fair value of the equity instruments issued.
If the long-term equity investment is accounted for at cost, it should be measured at historical cost less
accumulated impairment losses. Dividend declared by the investee should be accounted for as investment
income.
Under the equity method, where the long-term equity investment initial investment cost exceeds the
Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, no
adjustment is made to the initial investment cost. Where the initial investment cost is less than the Group’s
share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is
recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted
accordingly.
- 32 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensive
income of the investee for the period as investment income or loss and other comprehensive income for the
period. The Group recognizes its share of the investee’s net profit or loss based on the fair value of the
investee’s individual separately identifiable assets, etc. at the acquisition date after making appropriate
adjustments to be confirmed with the Group's accounting policies and accounting period. The Group
discontinues recognizing its share of net losses of the investee after the carrying amount of the long-term
equity investment together with any long-term interests that in substance form part of its net investment in
the investee is reduced to zero. If the Group has incurred obligations to assume additional losses of the
investee, a provision is recognized according to the expected obligation, and recorded as investment loss
for the period.
If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than
their carrying amounts, an impairment loss should be recognized to reduce the carrying amounts to the
recoverable amounts (Note III 23).
On disposal of a long term equity investment, the difference between the proceeds actually received and
receivable and the carrying amount is recognized in profit or loss for the period.
Investment property refers to real estate held to earn rentals or for capital appreciation, or both, including
leased land use rights, land use rights held and provided for transferring after appreciation and leased
constructions, etc.
Investment property is initially measured at cost. Subsequent expenditures related to an investment
property shall be included in cost of investment property only when the economic benefits associated with
the asset will likely flow to the Group and its cost can be measured reliably. All other subsequent
expenditures on investment property shall be included in profit or loss for the current period when incurred.
The Group adopts cost method for subsequent measurement of investment property, which is depreciated
or amortized using the same policy as that for buildings and land use rights.
When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal
of the property net of the carrying amount and related taxes and surcharges is recognized in profit or loss
for the current period.
- 33 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Fixed assets include land owned by the Group and buildings, machinery and equipment, motor vehicles,
office equipment and others.
Fixed assets are tangible assets that are held for use in the production or supply of goods or for
administrative purposes, and have useful lives of more than one accounting year. A fixed asset is
recognized only when it is probable that economic benefits associated with the asset will flow to the Group
and the cost of the asset can be reliably measured. Purchased or constructed fixed assets are initially
measured at cost when acquired.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is
probable that economic benefits associated with the asset will flow to the Group and the subsequent
expenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in
the period in which they are incurred.
Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value over
its useful life using the straight-line method since the month subsequent to the one in which it is ready for
intended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairment
over the estimated remaining useful life of the asset.
The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation
method applied at least once at each financial year-end, and account for any change as a change in an
accounting estimate.
The estimated useful life, estimated net residual value and annual depreciation rate of each category of
fixed assets are as follows:
Residual Annual
Useful life value depreciation rate
Category Depreciation (years) (%) (%)
Buildings the straight-line method 15-50 0-4 1.9-6.7
Machinery and equipment the straight-line method 3-22 0-4 4.4-33.3
Office and other equipment the straight-line method 3-17 0-4 5.6-33.3
Motor vehicles the straight-line method 5-9 0-2 10.9-20.0
Overseas Land owned by the Group is not depreciated.
- 34 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or
disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, the
amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognized
in profit or loss for the period.
The difference between recoverable amounts of the fixed assets under the carrying amount is referred to as
impairment loss (Note III 23).
Construction in progress is measured at its actual costs. The actual costs include various construction,
installation costs, borrowing costs capitalized and other expenditures incurred until such time as the
relevant assets are completed and ready for its intended use. When the asset concerned is ready for its
intended use, the cost of the asset is transferred to fixed assets and depreciated starting from the following
month.
The difference between recoverable amounts of the construction in progress under the carrying amount is
referred to as impairment loss (Note III 23).
Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are
capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the
acquisition, construction or production of the asset that are necessary to prepare the asset for its intended
use or sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being
acquired, constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred
subsequently should be charged to profit or loss. Capitalization of borrowing costs is suspended during
periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally
and when the suspension is for a continuous period of more than 3 months. Capitalization is suspended
until the acquisition, construction or production of the asset is resumed.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is
the actual interest expenses incurred on that borrowing for the period less any bank interest earned from
depositing the borrowed funds before being used on the asset or any investment income on the temporary
investment of those funds.
Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interest
to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess
of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The
capitalization rate is the weighted average of the interest rates applicable to the general-purpose
borrowings.
During the capitalization period, exchange differences on foreign currency specific-purpose borrowing are
fully capitalized whereas exchange differences on foreign currency general-purpose borrowing, charged to
profit or loss.
- 35 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group’s intangible assets include product registration assets, intangible assets upon purchase of
products, marketing rights and rights to use tradenames and trademarks, land use rights, software and
customer relations. Intangible assets are stated at cost less accumulated amortization and impairment losses.
When an intangible asset with a finite useful life is available for use, its original cost less any accumulated
impairment losses is amortized over its estimated useful life using the straight-line method. An intangible
asset with an indefinite useful life is not amortized.
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method
at the end of the year, and makes adjustments when necessary.
The respective amortization periods for such intangible assets are as follows:
Item Amortization period (years)
Land use rights 49-50 years
Product registration 8-11 years
Intangible assets on purchase of products 7-20 years
Marketing rights, tradename and trademarks 4-10, 30 years
Exclusivity agreement 21 years
Software 3-5 years and 12 years for ERP
Customer relations 5-10, 13 years
The difference between recoverable amounts of the intangible assets under the carrying amount is referred
to as impairment loss (see Note III 23).
- 36 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Internal research and development project expenditures were classified into research expenditures and
development expenditures depending on its nature and the greater uncertainty whether the research
activities becoming to intangible assets.
Expenditure during the research phase is recognized as an expense in the period in which it is incurred.
Expenditure during the development phase that meets all of the following conditions at the same time is
recognized as intangible asset:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- The Group has the intention to complete the intangible asset and use or sell it;
- The Group can demonstrate the ways in which the intangible asset will generate economic benefits;
- The availability of adequate technical, financial and other resources to complete the development and the
ability to use or sell the intangible asset;
- The expenditure attributable to the intangible asset during its development phase can be reliably
measured.
Expenditures that do not meet all of the above conditions at the same time are recognized in profit or loss
when incurred. If the expenditures cannot be distinguished between the research phase and development
phase, the Group recognizes all of them in profit or loss for the period. Expenditures that have previously
been recognized in the profit or loss would not be recognized as an asset in subsequent years. Those
expenditures capitalized during the development stage are recognized as development costs incurred and
will be transferred to intangible asset when the underlying project is ready for an intended use.
The research and development expenditure includes salaries and welfare expenses of personnel directly
engaged in research and development activities, depreciation expenses of instruments and equipment used
in research and development activities, expenses for field trial and professional services, materials
consumed and lease and maintenance expenses related to research and development activities.
- 37 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the
fair value of the identifiable net assets of the acquiree under a business combination not involving
enterprises under common control.
Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses
(see Note III 23). On disposal of an asset group or a set of asset groups, any attributable goodwill is written
off and included in the calculation of the profit or loss on disposal.
The Company assesses at each balance sheet date whether there is any indication that the fixed assets,
construction in progress, right of use assets, intangible assets with finite useful lives, investment properties
measured at historical cost, investments in subsidiaries, joint ventures and associates may be impaired. If
there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets.
The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value of
the future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount
on an individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the
Group determines the recoverable amount of the asset group to which the asset belongs. Identification of
an asset group is based on whether major cash inflows generated by the asset group are largely
independent of the cash inflows from other assets or asset groups.
Goodwill arising from a business combination is tested for impairment at least at each year end,
irrespective of whether there is any indication that the asset may be impaired. For the purpose of
impairment testing, the carrying amount of goodwill acquired in a business combination is allocated from
the acquisition date on a reasonable basis to each of the related asset groups; if it is impossible to allocate
to the related asset groups, it is allocated to each of the related set of asset groups. Each of the related asset
groups or set of asset groups is an asset group or set of asset group that is able to benefit from the synergies
of the business combination and shall not be larger than a reportable segment determined by the Group. If
the carrying amount of the asset group or set of asset groups is higher than its recoverable amount, the
amount of the impairment loss first reduced by the carrying amount of the goodwill allocated to the asset
group or set of asset groups, and then the carrying amount of other assets (other than the goodwill) within
the asset group or set of asset groups, pro rata based on the carrying amount of each asset.
Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period.
Contract liabilities refer to the Group’s obligation to transfer goods or services to a customer for which the
Group has received consideration from the customer.
- 38 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis,
and the expense is recorded when the related service is provided. A provision for short-term employee
benefits in respect of cash bonuses is recognized in the amount expected to be paid where the Group has a
current legal or constructive obligation to pay the said amount for services provided by the employee in the
past and the amount can be estimated reliably.
Post-employment benefits are classified into defined contribution plans and defined benefit plans.
A defined contribution plan is a post- employment benefit plan under which the Group pays contributions
to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for
contributions to defined contribution plans are recognized as an expense in profit or loss in the periods
during which related services are rendered by employees.
Defined benefit plans of the Group are post-employment benefit plans other than defined contribution
plans. In accordance with the projected unit credit method, the Group measures the obligations under
defined benefit plans using unbiased and mutually compatible actuarial assumptions to estimate related
demographic variables and financial variables, and discount obligations under the defined benefit plans to
determine the present value of the defined benefit liability. The discount rate used is the yield on the
reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity
dates approximating the terms of the Group’s obligation.
The Group attributes benefit obligations under a defined benefit plan to periods of service provided by
respective employees. Service cost and interest expense on the defined benefit liability are charged to
profit or loss and remeasurements of the defined benefit liability are recognized in other comprehensive
income.
When the Group terminates the employment with employees or provides compensation under an offer to
encourage employees to accept voluntary redundancy, a provision is recognized with a corresponding
expense in profit or loss at the earlier of when the Group can no longer withdraw the offer of the
termination benefit and when it recognises any related restructuring costs.
If the benefits are payable more than 12 months after the end of the reporting period, they are discounted to
their present value. The discount rate used is the yield on the reporting date on highly-rated corporate
debentures denominated in the same currency, that have maturity dates approximating the terms of the
Group’s obligation.
- 39 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group’s net obligation for long-term employee benefits, which are not attributable to
post- employment benefit plans, is for the amount of the future benefit to which employees are entitled for
services that were provided during the current and prior periods.
The amount of these benefits is discounted to its present value and the fair value of the assets related to
these obligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-
rated corporate debentures denominated in the same currency, that have maturity dates approximating the
terms of the Group’s obligation.
Share-based payment refers to the transaction in order to acquire the service offered by the employees or
other parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-based
payment classified into equity-settled share-based payment and cash-settled share-based payment.
The cash-settled share-based payment should be measured according to the fair value of the liabilities
recognized based on the shares or other equity instrument undertaken by the Company. For cash-settled
share-based payment made in return for the rendering of employee services that cannot be exercised until
the services are fully provided during the vesting period or specified performance targets are met, on each
balance sheet date within the vesting period, the services acquired in the current period shall, based on the
best estimate of the number of exercisable instruments, be recognized in relevant expenses and the
corresponding liabilities at the fair value of the liability incurred by the Company.
On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the
Company should re-measure the fair value of the liabilities and the changes should be included in the
current period profit and loss.
Provisions are recognized when the Group has a present obligation related to a contingency, it is probable
that an outflow of economic benefits will be required to settle the obligation, and the amount of the
obligation can be measured reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the settlement date, taking into account factors pertaining to a contingency such as the risks,
uncertainties and time value of money. Where the effect of the time value of money is material, the amount
of the provision is determined by discounting the related future cash outflows. The increase in the
provision due to passage of time is recognized as interest expense.
If all or part of the provision settlements is reimbursed by third parties, when the realization of income is
virtually certain, then the related asset should be recognized. However, the amount of related asset
recognized should not be exceeding the respective provision amount.
- 40 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then.
- 41 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Revenue of the Group is mainly from sale of goods.
The Group recognizes revenue when transferring goods to a customer, at the amount of the transaction
price. The timing of transferring the control of goods changes according to the specific terms of the sale
contract. Regarding sales of products, transfer of the control of goods generally occurs when the products
arrive at the customer’s warehouse, while for certain overseas shipments the transfer occurs when the
products are loaded on the shipper’s transport vehicles.
Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for
transferring goods to a customer, excluding amounts collected on behalf of third parties.
Variable consideration
Variable consideration includes sales with a right of return (see below), refunds, discounts, volume rebates
etc. The amounts of variable consideration are estimated using the Group’s past experience in the relevant
markets. The Group includes in the transaction price the amounts of variable consideration only to the
extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized
will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Significant financing component
For a contract with a significant financing component, the Group recognize revenue at an amount that
reflects the price that a customer would have paid for the goods if the customer had paid cash for those
goods at receipt. The difference between the amount of consideration and the cash selling price of the
goods, is amortized in the contract period using effective interest rate. The Group does not adjust the
amount of consideration for the effects of a significant financing component if the Group expects, at
contract inception, that the period between when the entity transfers a good to a customer and when the
customer pays for that good will be one year or less.
Sale with a right of return
For sale with a right of return, the Group recognizes revenue at the amount of consideration to which the
Group expects to be entitled (ie excluding the products expected to be returned). For any amounts received
(or receivable) for which an entity does not expect to be entitled, the entity shall not recognize revenue
when it transfers products to customers but shall recognize those amounts received (or receivable) as a
refund liability. An asset recognized for the Group’s right to recover products from a customer on settling a
refund liability shall initially be measured by reference to the former carrying amount of the product less
any expected costs to recover those products.
Advance receipts for the sale of goods
When the Group receives advance payments from customers for the sale of goods, it first recognizes such
payments as liabilities and then transfers them to revenue when the relevant performance obligations are
fulfilled.
- 42 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Government grants are transfer of monetary assets and non-monetary assets from the government to the
Group at no consideration, including tax returns, financial subsidies and so on. A government grant is
recognized only when the Group can comply with the conditions attached to the grant and the Group will
receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received
or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If
the fair value cannot be reliably determined, it is measured at a nominal amount.
Government grants are either related to assets or income.
(1) The basis of judgment and accounting method of the government grants related to assets
Government grants obtained for acquiring long-term assets are government grants related to assets. A
government grant related to an asset is offset with the cost of the relevant asset.
(2) The basis of judgment and accounting method of the government grants related to income
For a government grant related to income, if the grant is a compensation for related expenses or losses to
be incurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or
loss over the periods in which the related costs are recognized. If the grant is a compensation for related
expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period.
Government grants related to the Group’s normal course of business are offset with related costs and
expenses. Government grants related that are irrelevant with the Groups’s normal course of business are
included in non-operating gains.
The income tax expenses include current income tax and deferred income tax.
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are
measured at the amount expected to be paid (or recovered) according to the requirements of tax laws.
Temporary differences are differences between the carrying amounts of certain assets or liabilities and
their tax base.
All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against which the
deductible losses and tax credits can be utilized.
- 43 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to the
extent that it is probable that future taxable profits will be available against which the deductible losses and
tax credits can be utilized. However, for deductible temporary differences associated with the initial
recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a
business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at
the time of transaction, no deferred tax asset or liability is recognized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax
laws, that are expected to apply in the period in which the asset is realized or the liability is settled.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the
timing of the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The Group may be required to pay additional tax in case of distribution of dividends by the Group
companies. This additional tax was not included in the financial statements, since the policy of the Group
is not to distribute in the foreseeable future a dividend which creates a significant additional tax liability.
Except for those current income tax and deferred tax charged to comprehensive income or shareholders’
equity in respect of transactions or events which have been directly recognized in other comprehensive
income or shareholders’ equity, and deferred tax recognized on business combinations, all other current
income tax and deferred tax items are charged to profit or loss in the current period.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no
longer probable that sufficient taxable profits will be available in the future to allow the benefit of deferred
tax assets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits
will be available.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and tax assets and
tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities which intend to realize the assets and liabilities simultaneously, current tax
assets and liabilities are offset and presented on a net basis.
When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates to
income taxes levied by the same taxation authority, on either the same taxable entity or different taxable
entities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets
and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or
liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and
presented on a net basis.
- 44 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Lease is a contract, that conveys the right to use an asset for a period of time in exchange for consideration.
On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a
lease, while assessing if it conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. In its assessment of whether an arrangement conveys the right to control the
use of an identified asset, the Group assesses whether it has the following two rights throughout the lease
term:
(a) The right to obtain substantially all the economic benefits from use of the identified asset; and
(b) The right to direct the identified asset’s use.
An arrangement does not contain a lease if an asset is leased for a period of less than 12 months, or to lease of
asset with low economic value.
Upon initial recognition, the Group recognizes a liability at the present value of future lease payments
(exclude certain variable lease payments, as detailed in Note III 31.4), and concurrently the Group
recognizes a right-of-use asset at the same amount, adjusted for any prepaid lease payments paid at the
lease date or before, plus initial direct costs incurred in respect of the lease.
When the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of
the lessee is used.
The Group presents right-of-use assets separately from other assets in the balance sheet.
The lease term is the non-cancellable period of the lease plus periods covered by an extension or
termination option, if it is reasonably certain that the lessee will exercise or not exercise the option,
respectively.
If there is a change in the lease term, or in the assessment of an option to purchase the underlying asset, the
Group remeasures the lease liability, on the basis of the revised lease term and the revised discount rate and
adjust the right-of-use assets accordingly.
Variable lease payments that depend on an index or a rate, are initially measured using the index or rate
existing at the commencement of the lease. When the cash flows of future lease payments change as the
result of a change in an index or a rate, the balance of the liability is adjusted with a correspondence
change in the right-of-use asset.
Other variable lease payments that are not included in the measurement of the lease liability are recognized
in profit or loss in the period in which the condition that triggers payment occurs.
- 45 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation
and accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset is
depreciated on a straight-line basis over the useful life or contractual lease period, whichever earlier.
The Group applies ASBE8 Impairment of Assets, to determine whether the right-of-use asset is impaired
and to account for any impairment loss identified.
A lease liability is measured after the lease commencement date at amortized cost using the effective
interest method.
The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflation
risks and derivatives that are not used for hedging.
Hedge accounting
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing
basis, whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flows
that can be attributed to the hedged risk during the period for which the hedge is designated.
An effective hedge exists when all of the below conditions are met:
• There is an economic relationship between the hedged item and the hedging instrument;
• the effect of credit risk does not dominate the value changes that result from that economic
relationship;
• the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the entity actually hedges and the quantity of the hedging instrument that the
entity actually uses to hedge that quantity of hedged item.
On the commencement date of the accounting hedge, the Group formally documents the relationship
between the hedging instrument and hedged item, including the Group’s risk management objectives and
strategy in executing the hedge transaction, together with the methods that will be used by the Group to
assess the effectiveness of the hedging relationship.
With respect to a cash- flow hedge, a forecasted transaction that constitutes a hedged item must be highly
probable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss.
- 46 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Cash-flow hedges
Subsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows are
recognized through other comprehensive income directly in a hedging reserve, with respect to the part of
the hedge that is effective. Regarding the portion of the hedge that is not effective, the changes in fair value
are recognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit
and loss in the period in which the hedged cash flows impact profit or loss and is presented in the same line
item in the statement of income as the hedged item.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated
or exercised, the hedge accounting is discontinued. The cumulative gain or loss previously recognized in a
hedging reserve through other comprehensive income remains in the reserve until the forecasted
transaction occurs or is no longer expected to occur. If the forecasted transaction is no longer expected to
occur, the cumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified
to profit or loss.
Economic hedge
Hedge accounting is not applied with respect to derivative instruments used to economically hedge
financial assets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of
such derivatives are recognized in profit or loss as gain (loss) from changes in fair value.
Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Account
receivables.
Reportable segments are identified based on operating segments which are determined based on the
structure of the Group’s internal organization, management requirements and internal reporting system.
Two or more operating segments may be aggregated into a single operating segment if the segments have
similar economic characteristics and are same or similar in respect of the nature of each product and
service, the nature of production processes, the type or class of customers for the products and services, the
methods used to distribute the products or provide the services, and the nature of the regulatory
environment.
Inter-segment revenues are measured on the basis of actual transaction price for such transactions for
segment reporting. Segment accounting policies are consistent with those for the consolidated financial
statements.
- 47 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
Dividends which are approved after the balance sheet date are not recognized as a liability at the balance
sheet date but are disclosed in the notes separately.
There are no significant changes in accounting policies in the reporting period.
There are no significant changes in accounting estimates in the reporting period.
The preparation of the financial statements requires management to make estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates as well as underlying assumptions and
uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimate is revised and in any future periods affected.
Notes V.34, Note VIII, Note IX and Note XIII contain information about the assumptions and their risk
factors relating to post-employment benefits – defined benefit plans, fair value of financial instruments and
share-based payments. Other key sources of estimation uncertainty are as follows:
As described in Note III.12, trade receivables are reviewed at each balance sheet date to determine whether
credit risk on a receivable has increased significantly since initial recognition, lifetime expected losses is
accrued for impairment provision. Evidence of impairment includes observable data that comes to the
attention of the Group about loss events such as a significant decline in the solvency of an individual
debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse
effect on the debtor. If there is objective evidence of a recovery in the value of receivables which can be
related objectively to an event occurring after the impairment was recognized, the previously recognized
impairment loss is reversed.
- 48 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
As described in Note III.15, the net realisable value of inventories is under management’s regular review,
and as a result, provision for impairment of inventories is recognized for the excess of inventories’
carrying amounts over their net realisable value. When making estimates of net realisable value, the Group
takes into consideration the use of inventories held on hand and other information available to form the
underlying assumptions, including the inventories’ market prices and the Group’s historical operating costs.
The actual selling price, the costs of completion and the costs necessary to make the sale and relevant taxes
may vary based on the changes in market conditions and product saleability, manufacturing technology
and the actual use of the inventories, resulting in the changes in provision for impairment of inventories.
The net profit or loss may then be affected in the period when the impairment of inventories is adjusted.
As described in Note III.23, if impairment indication exists, assets other than inventories and financial
assets are assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable
amount of the assets. If any such case exists, an impairment loss is recognized.
If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of
the asset group to which the asset belongs will be estimated. Impairment exists if the carrying amount of an
asset or asset group is higher than recoverable amount, the higher of its fair value less costs of disposal and
the present value of the future cash flows expected to be derived from the asset or asset group. In assessing
the present value of estimated future cash flows, significant judgements are exercised over the asset’s
production, selling price, related operating expenses and discount rate to calculate the present value. All
the parameters used for estimation of the recoverable amount are based on reasonable and supportable
assumptions.
As described in Note III.18 and III.21, assets such as fixed assets and intangible assets are depreciated and
amortised over their useful lives after taking into account residual value. The estimated useful lives of the
assets are regularly reviewed to determine the depreciation and amortisation costs charged in each
reporting period. The useful lives of the assets are determined based on historical experience of similar
assets and the estimated technical changes. If there have been significant changes in the factors used to
determine the depreciation or amortisation, the rate of depreciation or amortisation is revised prospectively.
- 49 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Company and Group companies are assessed for income tax purposes in a large number of
jurisdictions and, therefore, Company management is required to use considerable judgment in
determining the total provision for taxes and attribution of income.
When assessing whether there will be sufficient future taxable profits available against which the
deductible temporary differences can be utilised, the Group recognizes deferred tax assets to the extent that
it is probable that future taxable profits will be available against which the deductible temporary
differences can be utilised, using tax rates that would apply in the period when the asset would be utilised.
In determining the amount of deferred tax assets, the Group makes reasonable judgements and estimates
about the timing and amount of taxable profits to be utilised in the following periods, and of the tax rates
applicable in the future according to the existing tax policies and other relevant regulations. If the actual
timing and amount of future taxable profits or the actual applicable tax rates differ from the estimates made
by management, the differences affect the amount of tax expenses.
When assessing the possible outcomes of legal claims filed against the Company and its investee
companies, the company positions are based on the opinions of their legal advisors. These assessments by
the legal advisors are based on their professional judgment, considering the stage of the proceedings and
the legal experience accumulated regarding the various matters. Since the results of the claims will be
determined by the courts, the outcomes could be different from the assessments.
In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt as
to interpretation of the agreement and/or legal provision and/or the manner of their implementation. This
exposure is brought to the Company’s attention in several ways, among others, by means of contacts made
to Company personnel. In assessing the risk deriving from the unasserted claims, the Company relies on
internal assessments by the parties dealing with these matters and by management, who weigh assessment
of the prospects of a claim being filed, and the chances of its success, if filed. The assessment is based on
experience gained with respect to the filing of claims and the analysis of the details of each claim. By their
nature, in view of the preliminary stage of the clarification of the legal claim, the actual outcome could be
different from the assessment made before the claim was filed.
The Group’s liabilities for long-term post-employment and other benefits are calculated according to the
estimated future amount of the benefit to which the employee will be entitled in consideration for his
services during the current period and prior periods. The benefit is stated at present value net of the fair
value of the plan’s assets, based on actuarial assumptions. Changes in the actuarial assumptions could lead
to material changes in the book value of the liabilities and in the operating results.
- 50 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
The Group enters into transactions in derivative financial instruments for the purpose of hedging risks
related to foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair
value of derivative financial instruments is based on quotes from financial institutions. The reasonableness
of the quotes is examined by discounting the future cash flows, based on the terms and length of the period
to maturity of each contract, while using market interest rates of a similar instrument as of the
measurement date. Changes in the assumptions and the calculation model could lead to material changes in
the fair value of the assets and liabilities and in the results.
- 51 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation
The income tax rate in China is 25% (2024: 25%). The subsidiaries outside of China are assessed based on
the tax laws in the country of their residence.
Set forth below are the tax rates outside China relevant to the largest subsidiaries of the Group in respect of
assets and operating income:
Name of subsidiary Location 2025
ADAMA agriculture solutions Ltd. Israel 23.0%
ADAMA Makhteshim Ltd. Israel 7.5%
ADAMA Agan Ltd. Israel 16.0%
ADAMA Brasil S/A Brazil 34.0%
Makhteshim Agan of North America Inc. U.S. 24.1%
ADAMA India Private Ltd India 25.2%
ADAMA Deutschland GmbH Germany 32.5%
Control Solutions Inc. U.S. 25.8%
Adama Australia Pty Ltd Australia 30.0%
ADAMA Northern Europe B.V. Netherlands 25.8%
ADAMA Italia SRL Italy 27.9%
Alligare LLC U.S. 26.1%
The VAT rate of the Group's subsidiaries is in the range between 2.6% to 27%.
(1) Benefits from High-Tech Certificate
The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Department
of Science and Technology, Department of Finance of Hubei Province and Hubei Provincial Office of the
State Administration of Taxation. The applicable income tax rate for 2025 and 2024 is 15%.
Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd, hereinafter -
“Anpon"), a subsidiary of the Company, was jointly approved as new and high-tech enterprise, by the
Jiangsu Provincial Department of Science and Technology, Department of Finance of Jiangsu Province
and Jiangsu Provincial Office of the State Administration of Taxation. The applicable income tax rate for
(2) Amendment to the Law for the Encouragement of Capital Investments, 1959
Since 2013 the Israeli enterprises are taxed under the "Preferred Enterprise" regime. The benefits include a
grants track for enterprises located in Area A. Tax rates on preferred income as from 2017 tax year are as
follows: 7.5% for Development Area A and 16% for the rest of the country. The amendment further
determined that no tax shall apply to dividend distributed out of preferred income to Israel resident
company shareholder.
- 52 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation - (cont’d)
(3) Amendment to the Law for the Encouragement of Capital Investments, 1959 - (cont’d)
As of January 1, 2017 the law includes new tax benefit tracks for a “preferred technological enterprise”
and a “special preferred technological enterprise” which award reduced tax rates to a technological
industrial enterprise for the purpose of encouraging activity relating to the development of qualifying
intangible assets.
The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a
“special preferred technological enterprise” with respect to taxable “preferred technological income” per
its definition in the Encouragement Law. Regulations that provide a nexus formula for allocating eligible
profits govern these regimes.
Income of a Preferred Technological Enterprise a Special Preferred Technological Enterprise will be
subject to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is
located.
- 53 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements
December 31 December 31
Cash on hand 1,107 1,317
Deposits in banks 3,352,219 3,582,646
Other cash and bank balances 96,974 46,645
Including cash and bank balances placed outside China 2,279,489 2,849,640
As at December 31, 2025 restricted cash and bank balances was 96,974 thousand RMB (as at December 31,
December 31 December 31
Bank deposits 1,223 1,035
December 31 December 31
Economic hedge 401,091 445,465
Accounting hedge derivatives 48,288 38,357
December 31 December 31
Post-dated checks receivable 358,489 65,565
- 54 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
a. By category
December 31, 2025
Provision for expected
Book value credit losses
Percentage Carrying
Amount (%) Amount Percentage (%) amount
Account receivables assessed 617,676 8 350,083 57 267,593
individually for impairment
Account receivables assessed 6,968,418 92 111,275 2 6,857,143
collectively for impairment
December 31, 2024
Provision for expected
Book value credit losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed 497,541 6 321,410 65 176,131
individually for impairment
Account receivables assessed 7,911,529 94 109,830 1 7,801,699
collectively for impairment
b. Aging analysis
December 31, 2025
Within 1 year (inclusive) 7,015,671
Over 1 year but within 2 years 306,667
Over 2 years but within 3 years 49,131
Over 3 years but within 4 years 16,609
Over 4 years but within 5 years 13,109
Over 5 years 184,907
- 55 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
Main groups of account receivables assessed collectively for impairment based on geographical
location:
Geographical location A:
Account receivables in geographical location A are grouped based on similar credit risk:
December 31, 2025
Provision for expected
Book value credit loss Percentage (%)
Credit group A 1,214,775 4,040 0.3
Credit group B 578,576 8,932 1.5
Credit group C 437,027 12,277 2.8
Credit group D 69,751 264 0.4
Geographical location B:
Account receivables in geographical location B are grouped based on aging analysis:
December 31, 2025
Provision for expected
Book value credit loss Percentage (%)
Accounts receivable that are not overdue 571,330 5,646 1
Debts overdue less than 100 days 78,380 2,351 3
Debts overdue less than 190 days but 7,316 732 10
more than 100 days.
Debts overdue less than 360 days but 17,873 7,149 40
more than 190 days.
Debts overdue above 360 days 18,034 13,338 74
Legal Debtors 45,260 45,260 100
Other geographical locations:
December 31, 2025
Provision for expected
Book value credit loss Percentage (%)
Other account receivables assessed 3,930,096 11,286 0.3
collectively for impairment
- 56 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
c. Addition, written-back and written-off of provision for expected credit losses during the period
Lifetime
expected credit Lifetime expected
loss (credit losses credit loss (credit
has not occurred) losses has occurred) Total
January 1, 2025 55,908 375,332 431,240
Addition (write back) during the period, net (12,641) 117,980 105,339
Write-off during the period - (31,365) (31,365)
Classification between long term and short - (45,942) (45,942)
term, net
Exchange rate effect (839) 2,925 2,086
Balance as of December 31, 2025 42,428 418,930 461,358
d. Five largest accounts receivable at December 31, 2025:
Allowance of expected
Proportion of Accounts credit losses (credit losses
Name Closing balance receivable (%) has occurred)
Customer 1 211,212 2.8 -
Customer 2 121,331 1.6 -
Customer 3 118,864 1.6 -
Customer 4 102,135 1.3 95,261
Customer 5 94,636 1.2 -
Total 648,178 8.5 95,261
e. Derecognition of accounts receivable due to transfer of financial assets
Certain subsidiaries of the group entered into a securitization transaction with Rabobank International for
sale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization
Transaction”).
Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in various
different currencies, to a foreign company that was set up for this purpose and that is not owned by the
Adama Ltd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the
Acquiring Company is financed by Cooperative Rabobank U.A..
The trade receivables included as part of the Securitization Transaction are trade receivables that meet the
criteria provided in the agreement.
Every year the credit facility is re-approved in accordance with the Securitization Program. As at 31
December 2025, the Securitization agreement was approved up to October 24, 2026.
- 57 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the
Company’s activities, as follows: during January - 350m$ (as of December -2025 2,460 million RMB ),
during the months of February through July – 400m$ ((as of December -2025 2,812 million RMB ), during
the months of August through September – 300m$ (as of December -2025 2,109 million RMB), during the
months of October through November- 275m$ (as of December -2025 1,933 million RMB) and during the
month of December – 300m$ (as of December -2025 2,109 million RMB). In addition the company has a
permanent uncommitted facility of 50$ million (as of December 30, 2025- 351 million RMB) which will be
applicable each period. The proceeds received from those customers whose debts were sold are used for
acquisition of new trade receivables.
The price at which the trade receivables debts are sold is the amount of the debt sold less a discount
calculated based on, among other things, the expected length of the period between the date of sale of the
trade receivable and its anticipated repayment date. In the month following acquisition of the debt, the
Acquiring Company pays in cash most of the debt while the remainder is recorded as a subordinated note
and as continuing involvement that is paid after collection of the debt sold. If the customer does not pay its
debt on the anticipated repayment date, the Company bears interest up to the earlier of the date on which
the debt is actually repaid or the date on which debt collection is transferred to the insurance company (the
actual costs are not significant and are not expected to be significant).
The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold
and will not have a right of recourse to the Company in respect of the amounts paid in cash, except
regarding debts with respect to which a commercial dispute arises between the companies and their
customers, that is, a dispute the source of which is a claim of non-fulfillment of an obligation of the seller
in the supply agreement covering the product, such as: a failure to supply the correct product, a defect in
the product, delinquency in the supply date, and the like.
The Acquiring Company appointed a policy manager who will manage for it the credit risk involved with
the trade receivables sold, including an undertaking with an insurance company.
Pursuant to the Receivables Servicing Agreement, the Group subsidiaries handle collection of the trade
receivables as part of the Securitization Transaction for the benefit of the Acquiring Company.
As part of the agreement, Solutions is committed to comply with certain financial covenants, mainly the
ratio of the liabilities to equity and profit ratios. As of December 31 2025, Solutions was in compliance
with the financial covenants.
The accounting treatment of sale of the trade receivables included as part of the Securitization Program is:
The Company is not controlling the Acquiring Company, therefore the Acquiring Company is not
consolidated in the financial statements.
The Company continues to recognize the trade receivables included in the Securitization Program based on
the extent of its continuing involvement therein.
A subordinated note is recorded in respect of the portion of trade receivables included in the Securitization
Program with respect to outstanding cash proceeds, however the Company has transferred the credit risk.
The continuing involvement and subordinated note recorded in the balance sheet as part of the “other
receivables” line item.
- 58 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the
“financing expenses”.
f. A subsidiary in Brazil (hereinafter - “the subsidiary”) entered into the following securitization
agreements:
Since 2016, a securitization transaction with Rabobank Brazil for sale of customer receivables (hereinafter
"FIDC-Donegal agreement"). Under the FIDC-Donegal agreement, the subsidiary will sell its receivables
to a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the
subsidiary has subordinate rights of 5% of the entity's capital.
As at June 17, 2024 the FIDC-Donegal agreement was approved up to September 30, 2027. The maximum
securitization scope as of December 31, 2025 is BRL 386 million (498 million RMB).
On the date of the sale of the customer receivables, the entity pays the full amount which is the debt
amount sold net of discount calculated, among others, over the expected length of the period between the
date of sale of the customer receivable and its anticipated repayment date.
The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the
entity has the right of recourse to 5% of the unpaid amount. The subsidiary has a pledged deposit with
regards to the entity’s right of recourse.
The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its
continuing involvement therein (5% right of recourse) and also recognizes an associated liability in the
same amount.
In "FIDC-Donegal agreement" the subsidiary handles the collection of receivables included in the
securitization for the entity.
In the agreement above, the subsidiary does not control the entities and therefore the entities are not
consolidated in the Group's financial statements.
The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income in
the “financing expenses” category.
- 59 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
f. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
December 31 December 31
Accounts receivables derecognized 3,275,491 3,114,041
Continuing involvement 148,167 137,471
Subordinated note in respect of trade receivables 777,505 897,443
Liability in respect of trade receivables 29,191 21,127
Year ended December 31
Loss in respect of sale of trade receivables 230,243 219,652
December 31 December 31
Bank acceptance draft 30,767 144,763
As at December 31, 2025, bank acceptance endorsed but not yet due amounts to 422,948 thousands RMB.
(1) The aging analysis of prepayments is as follows:
December 31 December 31
Amount Percentage (%) Amount Percentage (%)
Within 1 year (inclusive) 358,321 98 306,019 98
Over 1 year but within 2 years (inclusive) 8,726 2 5,138 2
Over 2 years but within 3 years (inclusive) 774 - 1,711 -
Over 3 years 191 - 674 -
(2) Total of five largest prepayments by debtor at the end of the period:
Percentage of prepayments
Amount (%)
December 31, 2025 169,817 46
- 60 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
(1) Other receivables by nature
December 31 December 31
Dividend receivable 2,325 -
Others 1,073,839 1,147,469
a. Others breakdown by categories
December 31 December 31
Subordinated note in respect of trade receivables 777,505 897,443
Trade receivables as part of securitization transactions
not yet eliminated 148,167 137,471
Other 162,387 130,385
Sub total 1,088,059 1,165,299
Provision for expected credit losses - other receivables (14,220) (17,830)
b. Other receivables by aging
December 31
Within 1 year (inclusive) 1,065,262
Over 1 year but within 2 years 3,901
Over 2 years but within 3 years 3,564
Over 3 years but within 4 years 4,238
Over 4 years but within 5 years 2,474
Over 5 years 8,620
(2) Additions, recovery or reversal and written-off of provision for expected credit losses during the
period:
Year ended
December 31, 2025
Balance as of January 1 2025, 17,830
Addition (written back) during the period (1,031)
Write-off during the period (2,430)
Exchange rate effect (149)
Balance as of December 31, 2025 14,220
- 61 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
(3) Five largest other receivables at December 31, 2025:
Allowance of
Proportion of other expected credit
Name Closing balance receivables (%) losses
Party 1 777,505 71 -
Party 2 7,479 1 -
Party 3 4,780 - -
Party 4 3,125 - 3,125
Party 5 1,647 - 1,647
Total 794,536 72 4,772
(1) Inventories by category:
December 31, 2025
Provision for
Book value impairment Carrying amount
Raw materials 2,903,909 32,098 2,871,811
Work in progress 1,806,286 820 1,805,466
Finished goods 6,729,824 277,285 6,452,539
Others 495,793 17,767 478,026
December 31, 2024
Provision for
Book value impairment Carrying amount
Raw materials 2,675,281 24,255 2,651,026
Work in progress 1,831,853 4,151 1,827,702
Finished goods 6,490,899 280,088 6,210,811
Others 487,335 12,211 475,124
- 62 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
(2) Provision for impairment of inventories:
For the year ended December 31, 2025
December
January 1, Reversal or 31, 2025,
Raw material 24,255 20,576 (12,027) (706) 32,098
Work in progress 4,151 1,039 (4,363) (7) 820
Finished goods 280,088 301,382 (302,202) (1,983) 277,285
Others 12,211 6,396 (1,090) 250 17,767
December 31 December 31
Deductible VAT 528,604 611,737
Current tax assets 311,227 261,872
Short term investments 155,154 72,725
Others 99,288 41,759
December 31 December 31
Long term account receivables from sale of goods 180,324 159,813
Provision for expected credit losses (62,121) -
Provision for
long term
receivables
Balance as of January 1, 2025 -
Classification between long term and short term, net 45,942
Addition (write back) during the period, net 11,238
Exchange rate effect 4,941
Balance as of December 31, 2025 62,121
- 63 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
(1) Long-term equity investments by category:
December 31 December 31
Joint venture 2,129 1,907
Associate 37,183 28,320
(2) Movements of long-term equity investments for the period are as follows:
Other Declared
January 1, Investment Comprehensive distribution of Balance at the
Joint
venture
Investee A 1,907 269 (47) - 2,129
Sub-total 1,907 269 (47) - 2,129
Associate
Investee B 28,320 9,369 2,817 (3,323) 37,183
Sub-total 28,320 9,369 2,817 (3,323) 37,183
Sub-total 30,227 9,638 2,770 (3,323) 39,312
December 31, December 31, Dividend recognized
Investment A 54,299 54,299 2,325
Investment B 75,497 77,174 -
Other equity investments are non-core businesses that are intended to be held in the foreseeable future.
- 64 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
Land & Machinery & Office & other
Buildings equipment Motor vehicles equipment Total
Cost
Balance as at January 1, 2025 4,555,365 19,377,869 192,853 513,027 24,639,114
Purchases 111,311 81,426 32,442 37,344 262,523
Transfer from construction in progress 97,441 1,380,207 663 5,709 1,484,020
Disposals (52,408) (814,947) (52,934) (63,259) (983,548)
Currency translation adjustment (19,237) (287,641) (618) )5,585( (313,081)
Balance as at December 31, 2025 4,692,472 19,736,914 172,406 487,236 25,089,028
Accumulated depreciation
Balance as at January 1, 2025 (1,931,798) (11,484,429) (85,812) (410,178) (13,912,217)
Charge for the period (145,564) (814,360) (30,772) (40,847) (1,031,543)
Disposals 37,927 759,900 38,219 61,634 897,680
Currency translation adjustment 19,975 158,590 322 5,967 184,854
Balance as at December 31, 2025 (2,019,460) (11,380,299) (78,043) (383,424) (13,861,226)
Provision for impairment
Balance as at January 1, 2025 (392,586) (569,765) (694) (957) (964,002)
Charge for the period (191) (246,817) - - (247,008)
Transfer from construction in progress - (3,897) - - (3,897)
Disposals 7,005 39,990 13 5 47,013
Currency translation adjustment 5,192 8,447 - 4 13,643
Balance as at December 31, 2025 (380,580) (772,042) (681) (948) (1,154,251)
Carrying amounts
As at December 31, 2025 2,292,432 7,584,573 93,682 102,864 10,073,551
As at January 1, 2025 2,230,981 7,323,675 106,347 101,892 9,762,895
The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China.
- 65 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(1) Construction in progress
December 31 December 31
Provision for Provision for
Book value impairment Carrying amount Book value impairment Carrying amount
(2) Details and Movements of major construction projects in progress during period ended December 31, 2025
Actual
Including: Currency Transfer cost to Project
January Interest translation to fixed December budget progress
Budget 1, 2025 Additions capitalized differences assets Impairment 31, 2025 (%) (%) Source of funds
Project A 1,048,741 123,633 8,889 - - (63,282) (2,932) 66,308 77% 77% Bank loan and internal finance
Project B 941,859 788,927 66,168 9,336 (72,198) (620,521) - 162,376 83% 83% Bank loan and internal finance
* As of December 31, 2025 Project A and include impairment of RMB 17 million.
- 66 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Land & Machinery & Office & other
Buildings equipment Motor vehicles equipment Total
Cost
Balance as at January 1, 2025 733,276 44,712 287,129 4,773 1,069,890
Additions 218,216 585 108,726 - 327,527
Decrease (110,033) (2,420) (109,870) (447) (222,770)
Currency translation adjustment 11,484 (950) (3,357) (102) 7,075
Balance as at December 31, 2025 852,943 41,927 282,628 4,224 1,181,722
Accumulated depreciation
Balance as at January 1, 2025 (338,365) (20,471) (151,141) (2,754) (512,731)
Charge for the period (96,473) (5,434) (84,350) (819) (187,076)
Decrease 75,011 2,420 95,658 440 173,529
Currency translation adjustment 3,234 482 2,201 82 5,999
Balance as at December 31, 2025 (356,593) (23,003) (137,632) (3,051) (520,279)
Provision for impairment
Balance as at January 1, 2025 - - - - -
Balance as at December 31, 2025 - - - - -
Carrying amounts
As at December 31, 2025 496,350 18,924 144,996 1,173 661,443
As at January 1, 2025 394,911 24,241 135,988 2,019 557,159
- 67 -
ADAMA LTD.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Marketing
Intangible assets rights,
Product on Purchase of tradename and Customers
registration Products Software trademarks relations Land use rights (1) Others(2) Total
Costs
Balance as at January 1, 2025 13,458,047 4,280,000 1,522,254 851,480 647,905 507,127 677,222 21,944,035
Purchases 340,558 - 130,384 - - - 24,449 495,391
Disposals (251,153) - (50,442) (51,321) - - (90,088) (443,004)
Currency translation adjustment (255,558) (96,803) (34,021) (17,031) (9,783) (882) (6,574) (420,652)
Balance as at December 31, 2025 13,291,894 4,183,197 1,568,175 783,128 638,122 506,245 605,009 21,575,770
Accumulated amortization
Balance as at January 1, 2025 (10,900,925) (3,541,336) (943,309) (591,866) (410,266) (119,350) (306,093) (16,813,145)
Charge for the period (560,979) (111,158) (115,929) (21,579) (42,412) (10,335) (21,084) (883,476)
Disposals 230,152 - 50,074 51,321 - - 88,449 419,996
Currency translation adjustment 225,193 80,507 16,910 11,649 6,647 (752) 3,921 344,075
Balance as at December 31, 2025 (11,006,559) (3,571,987) (992,254) (550,475) (446,031) (130,437) (234,807) (16,932,550)
Provision for impairment
Balance as at January 1, 2025 (161,347) (161,782) (9,488) - - - (1,618) (334,235)
Charge for the period (14,431) (1,436) - - - - - (15,867)
Disposals 8,765 - - - - - - 8,765
Currency translation adjustment (3,376) 3,621 215 - - - - 460
Balance as at December 31, 2025 (170,389) (159,597) (9,273) - - - (1,618) (340,877)
Carrying amount
As at December 31, 2025 2,114,946 451,613 566,648 232,653 192,091 375,808 368,584 4,302,343
As at January 1, 2025 2,395,775 576,882 569,457 259,614 237,639 387,777 369,511 4,796,655
(1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office, mostly due to registration procedures or technical problems.
(2) Mainly exclusivity agreements.
- 68 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Changes in goodwill
The Group allocates goodwill to two cash generating units ("CGU"), Crop Protection (Agro) and a non-core
activity included in the Intermediates and ingredients segment. At the end of the year, or more frequently
whether indicators for impairment exists, the Group estimates the recoverable amount of each CGU for which
goodwill has been allocated to using the DCF model, based on:
? The actual results of 2025, 2026 workplan and the forecast results for the next 4 years. The key
assumptions contains projected revenue growth rate and gross margin.
? The discount rate (8.6% WAAC) based on the company's cost of equity and cost of debt, taking into
account the comprehensive risk factors.
? The annual growth rate (1.5%) based on the management projections and market expectations.
As of December 31, 2025 the value in use of the cash generating units to which goodwill has been allocated to
exceeds its carrying amount.
Change Currency Balance at
January 1, during the translation December 31,
Book value 5,074,283 - (109,833) 4,964,450
Impairment provision - - - -
Carrying amount 5,074,283 - (109,833) 4,964,450
(1) Deferred tax assets without taking into consideration of the offsetting of balances within the same
tax jurisdiction
December 31 December 31
Deductible Deductible
temporary Deferred tax temporary Deferred tax
differences assets differences assets
Deferred tax assets
Deferred tax assets in respect of carry
forward losses 3,217,169 484,298 3,882,406 572,189
Deferred tax assets in respect of
inventories 2,199,271 585,021 1,717,590 450,346
Deferred tax assets in respect of
employee benefits 874,432 142,094 889,110 143,905
Other deferred tax asset 2,508,133 644,334 2,026,968 545,029
- 69 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the
same tax jurisdiction
December 31 December 31
Taxable Taxable
temporary Deferred tax temporary Deferred tax
differences liabilities differences liabilities
Deferred tax liabilities
Deferred tax liabilities in respect of
fixed assets, intangible assets and
right-of-use assets 4,258,988 785,595 3,982,775 702,896
(3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting
December 31 December 31
The offset The offset
amount of Deferred tax amount of Deferred tax
deferred tax assets or deferred tax assets or
assets and liabilities assets and liabilities after
liabilities after offset liabilities offset
Presented as:
Deferred tax assets 561,571 1,294,176 419,815 1,291,654
Deferred tax liabilities 561,571 224,024 419,815 283,081
(4) Details of unrecognized deferred tax assets
December 31 December 31
Deductible temporary differences 830,630 790,191
Deductible losses carry forward 5,547,431 4,875,741
(5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets
December 31 December 31
After 2029 4,878,681 4,295,683
- 70 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(6) Unrecognized deferred tax liabilities
When calculating the deferred taxes, taxes that would have applied in the event of realizing investments
in subsidiaries were not taken into account, since it is the Company’s intention to hold these investments
and not realize them.
December 31 December 31
Judicial deposits 152,033 117,624
Advances in respect of non-current assets 38,745 16,296
Assets related to securitization 27,799 60,296
Long term investments - 49,837
Others 184,882 76,774
Short-term loans by category:
December 31 December 31
Unsecured loans 6,673,792 4,748,720
- 71 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
December 31 December 31
Economic hedge 152,525 268,149
Accounting hedge derivatives 37,056 10,431
December 31 December 31
Post-dated checks payables 221,808 202,821
Note payables draft 400,852 236,674
As at December 31, 2025, none of the bills payable are overdue.
December 31 December 31
Within 1 year (including 1 year) 5,379,999 4,881,335
Over 3 years 34,349 27,869
There are no significant accounts payables aging over one year.
As at December 31, 2025, the amount of the accounts payable included under the supplier financing
arrangements was 1,040,262 thousand RMB (as at December 31, 2024: 1,595,824 thousand RMB).
Accounts payables under financing arrangements have payment due dates ranging from 90 to 180
days from the invoice date. Comparable accounts payable that are not part of supplier financing
arrangements have similar payment terms.
Under supplier finance arrangements, participating suppliers may elect, to receive early payment
from the financial institutions for invoices owed and the company makes a payment to the financial
institutions on the original invoice due date, regardless of whether the supplier has elected to receive
early payment or not.
- 72 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
The company may provide guarantees to the financial institutions (as may be provided to suppliers
directly as well) but incurs no interest or other charges payable to the financial institutions on the
payments made.
The balance of the accounts payable is not derecognized from the balance sheet because the original
liability is not substantially modified on entering the arrangements as it continues to carry the
characteristic of accounts payable and represent liabilities to pay for goods and services.
The settlements to the financial institutions are included within operating cash flows because they
continue to be part of the normal operating cycle.
Supplier financing arrangements have no impact on the company's liquidity risk.
December 31 December 31
Discount for customers 813,747 941,955
Advances from customers 975,743 868,809
December 31 December 31
Short-term employee benefits 643,371 539,144
Post-employment benefits 46,389 53,100
Share based payment (See note XIII) 110 14,191
Other benefits within one year 197,286 185,565
Current maturities 49,568 59,784
- 73 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
December 31 December 31
Corporate income tax 322,939 276,343
VAT 187,569 212,957
Others 28,660 27,461
December 31 December 31
Dividends payables 750 750
Other payables 1,417,343 1,416,569
(1) Other payables
December 31 December 31
Accrued expenses 762,284 692,046
Liability in respect of securitization transactions 29,191 21,127
Hold-back payment due to acquistions 100,000 131,000
Payables in respect of intangible assets 43,944 100,350
Financial institutions 886 6,692
Others 481,038 465,354
Non-current liabilities due within one year by category are as follows:
December 31 December 31
Long term loans from related party due within one year 2,359,991 -
Long-term loans due within one year 819,790 1,493,018
Debentures payable due within one year 489,394 574,562
Lease liabilities due within one year 156,028 163,133
- 74 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
December 31 December 31
Put options to holders of non-controlling interests 544,725 488,531
Provision in respect of returns 344,273 284,287
Provision in respect of claims 39,846 11,264
Others 415 374
Long-term loans by category
December 31 December 31
Long term loans
Guaranteed loans - 352,017 3.20%-3.40%
Unsecured loans 2,327,304 1.65%-6.45% 3,307,626 1.73%-9.79%
Total Long term loans 2,327,304 3,659,643
Less:
Long term loans from banks due within 1 year (819,790) (1,493,018)
Long term loans, net 1,507,514 2,166,625
* For more detailes regarding the guaranteed loans – see note X. related parties and related parties
transactions.
For the maturity analysis, see note VIII.C - Liquidity risk.
December 31 December 31
Debentures Series B 5,383,470 6,894,719
Current maturities (489,394) (574,562)
December 31
First year (current maturities) 489,394
Second year 489,394
Third year 489,394
Fourth year 489,394
Fifth year and thereafter 3,425,894
- 75 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Movements of debentures payable:
For the year ended December 31, 2025:
Original Original Balance at Amortization CPI and Repayment Currency Balance at
Maturity Face value Face value Issuance Maturity Issuance January 1, of discounts exchange during the translation December
period in RMB NIS date period amount 2025 or premium rate effect period adjustment 31, 2025
Debentures November
Series B 2,673,640 1,650,000 4.12.2006 2020-2036 3,043,742 2,890,593 200 426,854 (1,005,619) (74,572) 2,237,456
Debentures November
Series B 843,846 513,527 16.1.2012 2020-2036 842,579 876,223 9,170 131,418 (301,483) (22,991) 692,337
Debentures November
Series B 995,516 600,000 7.1.2013 2020-2036 1,120,339 1,077,469 3,967 160,781 (365,644) (28,197) 848,376
Debentures November
Series B 832,778 533,330 1.2.2015 2020-2036 1,047,439 1,002,056 (2,423) 149,367 (336,078) (26,181) 786,741
Debentures November
Series B 418,172 266,665 1-6.2015 2020-2036 556,941 539,058 (6,490) 80,170 (177,507) (14,058) 421,173
Debentures November
Series B 497,989 246,499 5.5.2020 2020-2036 692,893 509,320 (7,626) 75,816 (166,832) (13,291) 397,387
Series B debentures, in amount of NIS 3,810 million par value (2,958 million par value, net of self-purchased), linked to the CPI and bear interest at the base annual rate of
On August 5, 2024, ADAMA Solutions Board of Directors approved a buyback plan for the Company's debentures (Series B) in the amount of up to USD 50 million (RMB
On May 26, 2025, ADAMA Solutions Board of Directors approved a buyback plan for the Company's debentures (Series B) in the amount of up to USD 300 million (RMB
million). The loss in respect of the debentures buyback was USD 9 million (RMB 68 million), and included in the financial expenses.
- 76 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
December 31 December 31
Lease liabilities 907,254 1.0%-14.1% 773,548 1.5%-15.4%
Less: Lease liabilities due within one year (156,028) (163,133)
Long term lease liabilities, net 751,226 610,415
Post-employment benefit plans – defined benefit plan and early retirement
December 31 December 31
Total present value of obligation 490,562 453,398
Less: fair value of plan's assets (63,751) (54,186)
Net liability related to Post-employment benefits 426,811 399,212
Termination benefits 67,828 78,054
Total recognized liability for defined benefit plan, net (1) 494,639 477,266
Other long-term employee benefits 91,824 126,373
Total long-term employee benefits, net 586,463 603,639
Including: Long-term employee benefits payable due within one year 49,568 59,784
(1) Movement in the net liability and assets in respect of defined benefit plans, early retirement and
their components
Defined benefit
obligation and early Fair value of plan's
retirement assets Total
Balance as at January 1, 531,452 593,169 54,186 59,884 477,266 533,285
Expense/income recognized
in profit and loss:
Current service cost 20,261 26,801 - - 20,261 26,801
Past service cost - (7,200) - - - (7,200)
Gain or loss on plan settlement - (7,461) - - - (7,461)
Interest costs 21,659 20,783 2,722 2,556 18,937 18,227
Losses on curtailments and settlements 6,051 36,819 - - 6,051 36,819
Changes in exchange rates 56,115 (3,889) 7,465 (306) 48,650 (3,583)
Actuarial losses due to early retirement 953 (755) - - 953 (755)
Included in other comprehensive income:
Actuarial gain (losses) as a result of changes in
actuarial assumptions 7,465 (31,779) 4,436 2,542 3,029 (34,321)
Foreign currency translation differences in respect of
foreign operations (12,808) 7,675 (1,664) 817 (11,144) 6,858
Additional movements:
Benefits paid (72,758) (102,711) (8,216) (13,507) (64,542) (89,204)
Contributions paid by the Group - - 4,822 2,200 (4,822) (2,200)
Balance as at December 31, 558,390 531,452 63,751 54,186 494,639 477,266
- 77 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Post-employment benefit plans – defined benefit plan and early retirement - (cont'd)
(2) Actuarial assumptions and sensitivity analysis
The principal actuarial assumptions at the reporting date for defined benefit plan
December 31 December 31
Discount rate (%)* 1.8%-3.3% 1.8%-3.0%
* According to the demographic and the benefit components.
The assumptions regarding the future mortality rate are based on published statistical data and acceptable
mortality rates.
Possible reasonable changes as of the date of the report in the discount rate, assuming the other
assumptions remain unchanged, would have affected the defined benefit obligation as follows:
As of December 31, 2025
Increase of 1% Decrease of 1%
Change in defined benefit obligation (36,711) 43,693
December 31 December 31
Liabilities in respect of contingencies* 210,045 164,271
Provision in respect of site restoration 211,997 147,446
Other 2,305 4,773
* Liabilities in respect of contingencies includes obligations of pending litigations, where an outflow of
resources had been reliably estimated.
- 78 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
December 31 December 31
Long term loans from related party 2,359,991 2,330,911
Put options to holders of non- controlling interests - 292,589
Current maturities (2,359,991) -
- 2,623,500
Balance at
Balance at Issuance of new December 31,
January 1, 2025 shares Buyback of shares 2025
Share capital 2,329,812 - - 2,329,812
Balance at
Balance at Additions during Reductions during December 31,
January 1, 2025 the period the period 2025
Share premiums 12,606,562 - - 12,606,562
Other capital reserve 343,902 - (83,341) 260,561
- 79 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Attributable to shareholders of the company
Less:
Balance at transfer Less:
January 1, Before tax to profit Income tax Net-of-tax Balance at
Items that will not be
reclassified to profit or loss 116,584 (3,029) - (586) (2,443) 114,141
Re-measurement of changes
in liabilities under defined
benefit plans 87,909 (3,029) - (586) (2,443) 85,466
Changes in fair value of
other equity investment 28,675 - - - - 28,675
Items that may be
reclassified to profit or loss 1,604,444 (202,534) (52,344) (2,353) (147,837) 1,456,607
Effective portion of gain or
loss of cash flow hedge 23,241 (69,058) (52,344) (2,353) (14,361) 8,880
Translation difference of
foreign financial statements 1,581,203 (133,476) - - (133,476) 1,447,727
Additions Reductions Balance at
Balance at during the during the December 31,
January 1, 2025 period period 2025
Statutory surplus reserve 294,796 - - 294,796
Discretional surplus reserve 3,814 - - 3,814
Retained earnings as at January 1 1,680,382 4,678,091
Net loss for the period attributable to shareholders of the Company (1,045,719) (2,903,204)
Dividends to non-controlling Interest (131,686) (69,512)
Appropriation to statutory surplus reserve - (24,993)
Retained earnings as at December 31 502,977 1,680,382
- 80 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Year ended December 31 Year ended December 31
Income Cost of sales Income Cost of sales
Principal activities 28,886,199 21,301,378 29,435,604 22,730,889
Other businesses 58,387 20,475 52,442 18,036
Year ended December 31
Tax on turnover 28,162 29,988
Others 74,076 70,339
Year ended December 31
Salaries and related expense 1,810,824 1,921,537
Depreciation and amortization 908,544 955,199
Advertising and sales promotion 288,392 295,674
Warehouse expenses 186,124 154,770
Registration 148,339 138,531
Travel expenses 134,915 126,026
Professional services 103,380 114,060
Insurance 76,038 95,313
Legal claims settlements 2,682 267,151
Others 326,937 332,509
- 81 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Year ended December 31
Salaries and related expenses 524,908 492,153
Professional services 450,697 233,964
IT systems 149,922 139,007
Depreciation and amortization 144,099 118,313
Cost contribution arrangement 49,385 66,506
Office rent, maintenance and expenses 36,326 38,422
Other 118,643 97,078
Year ended December 31
Salaries and related expenses 222,187 220,061
Depreciation and amortization 66,878 64,743
Materials 28,403 22,232
Field trial 26,957 24,910
Professional services 20,246 22,306
Office rent, maintenance and expenses 16,828 14,002
Other 43,201 48,073
Year ended December 31
Interest expenses on debentures and loans and other charges 1,008,800 1,066,778
Exchange rate differences, net 710,749 560,080
CPI expenses in respect of debentures 165,400 255,618
Interest income from customers, banks and others (192,291) (242,845)
Loss in respect of sale of trade receivables 230,243 219,652
Revaluation of put option, net 107,777 (259,380)
Interest expense on lease liabilities 57,212 40,449
Interest expense in respect of post-employment benefits and early
retirement, net 18,925 19,192
Others 125,880 110,286
- 82 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Year ended December 31
Income from long-term equity investments accounted for using
the equity method 9,638 8,201
Other 2,325 2,324
Year ended December 31
Gain (loss) from changes in fair value of derivative financial
Instruments 177,185 (8,272)
Others 42,301 (37,802)
Year ended December 31
Bills receivable and accounts receivable (116,577) (103,524)
Other receivables 1,031 3,811
(115,546) (99,713)
Year ended December 31
Fixed assets (247,008) (634,114)
Inventories (159,047) (162,787)
Intangible asset (15,867) (161,126)
Construction in progress (11,008) (3,331)
(432,930) (961,358)
- 83 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Year ended December 31 Included in
non-recurring
Gain from disposal of fixed assets 16,963 40,985 16,963
Gain (loss) from disposal of intangible assets (247) 7,123 (247)
Year ended December 31
Current year 426,506 439,848
Deferred tax expenses (income) (80,284) 301,259
Adjustments for previous years, net (101) 37,795
(1) Reconciliation between income tax expense and accounting profit is as follows:
Year ended December 31
Loss before taxes (699,598) (2,124,302)
Statutory tax in china 25% 25%
Tax calculated according to statutory tax in china (174,900) (531,076)
Tax benefits from Approved Enterprises (12,715) (7,232)
Difference between measurement basis of income for financial
statement and for tax purposes (66,081) 165,229
Taxable income (loss) and temporary differences at other tax rate (63,117) 186,598
Taxes in respect of prior years (101) 37,795
Utilization of tax losses prior years for which deferred taxes were
not created (5,356) (2,954)
Temporary differences and losses in the report year for which
deferred taxes were not created 168,576 417,256
Non-deductible expenses, non-taxable income and other difference,
net 415,525 47,808
Neutralization of tax calculated in respect of the Company’s share
in results of equity accounted investees (3,219) (2,758)
Effect of change in tax rate in respect of deferred taxes (1,322) 341,041
Creation and reversal of deferred taxes for tax losses and temporary
differences from previous years, net 88,831 127,195
Income tax expenses (incomes) 346,121 778,902
Details of the Other comprehensive income are set out in Note V.39
- 84 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
Amount recognized in the profit
and loss statements during the
year ended December 31
Category Presentation accounts 2025 2024
Government grants related to income Non-Operating income 16,498 6,268
Government grants related to assets Fixed assets, Intangible assets 10,372 12,114
(1) Cash received relating to other operating activities
Year ended December 31
Derivatives transactions - 159,217
Financial institutions 22,552 83,292
Interest income 63,733 110,267
Government subsidies 17,501 6,268
Compensation related to product liabilities 186,867 -
Others 60,818 189,585
(2) Cash paid relating to other operating activities
Year ended December 31
Derivatives transactions 632,808 309,927
Financial institutions 71,112 41,613
Professional services 590,901 364,417
Advertising and sales promotion 270,237 286,467
IT and Communication 234,502 220,619
Commissions and Warehouse 196,490 197,662
Registration and Field trials 145,197 142,700
Insurance 114,736 132,979
Travel 107,042 87,641
Legal claims settlements - 257,201
Other 953,206 959,304
(3) Cash received relating to other investing activities
Year ended December 31
Dividend received from other equity investment - 2,324
Other - -
- 2,324
- 85 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(4) Cash paid relating to other investing activities
Year ended December 31
Increase in short and long term investments 124,725 125,641
(5) Cash received from other financing activities
Year ended December 31
Borrowing from related party * 789,364 569,822
Proceeds in respect of hedging transactions on debentures 845,416 403,236
Deposit for issuing bills payables 226,131 46,568
Other - 10,072
* For more detailes regarding the borrowing from related party – see note X. related parties and related
parties transactions.
(6) Cash paid relating to other financing activities
Year ended December 31
Payment in respect of hedging transactions on debentures 165,934 270,667
Repayment of lease liability 181,873 183,208
Deposit for issuing bills payable 276,460 69,243
Realization of Call option 423,114 -
Others 441 460
- 86 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(1) Supplementary information on Cash Flow Statement
a. Reconciliation of net profit to cash flows from operating activities:
Year ended December 31
Net loss (1,045,719) (2,903,204)
Add: Impairment provisions for assets 432,930 961,358
Credit impairment losses 115,546 99,713
Depreciation of fixed assets and investment property 1,033,181 1,081,821
Depreciation of right-of-use asset 187,076 194,390
Amortization of intangible asset 883,476 889,460
Gains on disposal of fixed assets, intangible assets, and other long-
term assets, net (16,716) (48,108)
Gain (losses) from changes in fair value (219,486) 46,074
Financial expenses 2,229,841 908,791
Investment income, net (11,963) (10,525)
Decrease (increase) in deferred tax assets, net (34,983) 315,167
Decrease in deferred tax liabilities, net (45,301) (13,908)
Decrease (increase) in inventories, net (640,792) 1,801,866
Increase in operating receivables, net (592,368) (213,492)
Increase in operating payables, net 1,773,971 669,167
Others - (17,939)
Net cash flow provided by operating activities 4,048,693 3,760,631
b. Net Decrease in cash and cash equivalents
Year ended December 31
Closing balance of cash and cash equivalents 3,353,326 3,583,963
Less: Opening balance of cash and cash equivalents 3,583,963 4,857,358
Decrease in cash and cash equivalents (230,637) (1,273,395)
- 87 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(2) Details of cash and cash equivalents
December 31 December 31
Cash on hand 1,107 1,317
Bank deposits available on demand without restrictions 3,352,219 3,582,646
December 31
Cash 96,974 Pledged
Other non-current assets 152,033 Guarantees
- 88 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(1) Foreign currencies denominated items - (cont'd)
As at December 31, 2025
RMB at the
Exchange end of the
Foreign currency at the end of the period rate period
Cash and bank balances
EUR 31,639 8.253 261,120
USD 29,416 7.029 206,768
ILS 72,202 2.203 159,062
BRL 112,329 1.277 143,444
ARS 7,921,458 0.005 39,607
RUB 404,859 0.090 36,437
RON 21,086 1.619 34,139
PLN 15,336 1.952 29,936
Other 288,673
Total 1,199,186
Bills and Accounts receivable
BRL 988,710 1.277 1,262,583
EUR 67,666 8.253 558,444
ZAR 541,882 0.423 229,216
RON 111,158 1.619 179,965
USD 20,633 7.029 145,026
GBP 8,874 9.453 83,887
CAD 12,535 5.128 64,278
ILS 17,382 2.203 38,293
HUF 1,614,616 0.021 33,907
CZK 88,491 0.3407 30,147
TRY 175,206 0.164 28,734
Other 242,057
Total 2,896,537
Other receivables
EUR 22,715 8.253 187,466
ILS 27,005 2.203 59,491
GBP 5,621 9.453 53,133
BRL 29,711 1.277 37,941
Other 43,743
Total 381,774
- 89 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(2) Foreign currencies denominated items - (cont'd)
As at December 31, 2025
RMB at the
Exchange end of the
Foreign currency at the end of the period rate period
Other current assets
BRL 91,903 1.277 117,360
ILS 52,213 2.203 115,026
EUR 8,106 8.253 66,900
ARS 7,880,691 0.005 39,403
UAH 233,221 0.166 38,715
CLP 3,191,075 0.008 25,529
CAD 2,854 5.128 14,634
TRY 80,617 0.164 13,221
GBP 1,353 9.453 12,792
Other 73,662
Total 517,242
Long-term receivables
BRL 92,563 1.277 118,203
Total 118,203
Long-term investments, loans
and other
BRL 215,850 1.277 275,641
Other 9,208
Total 284,849
Short-term loans
UAH 169,919 0.166 28,207
ARS 2,676,567 0.005 13,537
Total 41,744
Bills and Accounts payable
ILS 489,081 2.203 1,077,445
EUR 60,555 8.253 499,763
BRL 160,182 1.277 204,552
USD 3,471 7.029 24,397
Other 81,520
Total 1,887,677
- 90 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(3) Foreign currencies denominated items - (cont'd)
As at December 31, 2025
Foreign currency
at the end of the RMB at the end of
period Exchange rate the period
Other payables
ILS 102,793 2.203 226,454
BRL 86,911 1.277 110,985
EUR 8,654 8.253 71,419
Other 139,409
Total 548,267
Contract liabilities
EUR 26,322 8.253 217,232
BRL 54,034 1.277 69,002
CAD 8,046 5.128 41,259
TRY 81,088 0.164 13,298
Other 42,068
Total 382,859
Non-current liabilities due within one year
CNH 2,000,000 1.004 2,008,550
ILS CPI 246,665 2.203 543,403
EUR 1,637 8.253 13,509
Other 33,935
Total 2,599,397
Other current liabilities
EUR 6,536 8.253 53,939
Other 3,767
Total 57,706
Debentures payable
ILS CPI 2,221,551 2.203 4,894,076
Total 4,894,076
Provision and Long-term payables
BRL 152,289 1.277 194,473
ILS 54,367 2.203 119,771
Total 314,244
Lease liabilities
ILS CPI 34,065 2.203 75,046
EUR 5,530 8.253 45,638
ILS 5,820 2.203 12,821
Other 38,342
Total 171,847
- 91 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
(4) Major foreign operations
Registration &
Principal place of Functional
Name of the Subsidiary business Business nature currency
ADAMA France S.A.S France Distribution USD
ADAMA Brasil S/A Brazil Manufacturing; Distribution; USD
Registration
ADAMA Deutschland GmbH Germany Distribution; Registration USD
ADAMA India Private Ltd. India Manufacturing INR
Distribution; Registration
Makhteshim Agan of North United States Manufacturing; Distribution; USD
America Inc. Registration
Control Solutions Inc. United States Manufacturing; Distribution; USD
Registration
ADAMA Agan Ltd. Israel Manufacturing; Distribution; USD
Registration
ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; USD
Registration
ADAMA Australia Pty Australia Distribution AUD
Limited
ADAMA Italia SRL Italy Distribution USD
ADAMA Northern Netherlands Distribution USD
Europe B.V.
Alligare LLC United States Manufacturing; Distribution; USD
Registration
The functional currency of the subsidiaries above is the main currency that represent the principal
economic environment.
VI. Change in consolidation Scope
There is no change of consolidation scope during the period.
- 92 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VII. Interest in Other Entities
Composition of the largest subsidiaries of the Group in respect of assets and operating income
Registration & Method of
Principal place of obtaining the
Name of the Subsidiary business Business nature Direct Indirect subsidiary
ADAMA France S.A.S France Distribution 100% Established
ADAMA Brasil S/A Brazil Manufacturing; Distribution; 100% Purchased
Registration
ADAMA Deutschland GmbH Germany Distribution; Registration; 100% Established
ADAMA India Private Ltd. India Manufacturing; 100% Established
Distribution; Registration
Makhteshim Agan of North America United States Manufacturing; Distribution; 100% Established
Inc. Registration
Control Solutions Inc. United States Manufacturing; Distribution; 100% Purchased
Registration
ADAMA Agan Ltd. Israel Manufacturing; Distribution; 100% Restructure
Registration
ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; 100% Restructure
Registration
ADAMA Australia Pty Limited Australis Distribution 100% Purchased
ADAMA Italia SRL Italy Distribution 100% Established
ADAMA Northern Europe B.V. Netherlands Distribution 55% Purchased
Manufacturing; Distribution; Purchased
Alligare LLC United States 100%
Registration
Adama Anpon (Jiangsu) Ltd. China Manufacturing; Distribution 100% Purchased
Adama Huifeng (Jiangsu) Co. Ltd. China Manufacturing; Distribution 51% Purchased
December 31 December 31
Joint venture 2,129 1,907
Associate 37,183 28,320
December 31, 2025 December 31, 2024
and twelve months and twelve months
then ended then ended
Joint venture:
Total carrying amount 2,129 1,907
The Group's share of the following items:
Net profit 269 444
Other comprehensive income (47) 26
Total comprehensive income 222 470
Associate:
Total carrying amount 37,183 28,320
The Group's share of the following items:
Net profit 9,369 7,757
Other comprehensive income 2,817 (6,788)
Total comprehensive income 12,186 969
- 93 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments
A. General
The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risks
and market risks (including currency risk, interest risk and other price risk). In order to reduce the exposure
to these risks, the Group uses financial derivatives instruments, including forward transactions and options
(hereinafter - “derivatives”).
Transactions in derivatives are undertaken with major financial institutions, and therefore, in the opinion of
Group Management the credit risk in respect thereof is low.
This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives,
policies and processes regarding the measurement and management of the risk. Additional quantitative
disclosure is included throughout the consolidated financial statements.
The Board of Directors has overall responsibility for establishing and monitoring the framework of the
Group's risk management policy. The Finance Committee is responsible for establishing and monitoring the
Group's actual risk management policy. The Chief Financial Officer reports to the Finance Committee on a
regular basis regarding these risks.
The Group’s risk management policy, established to identify and analyze the risks facing the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. The policy and methods for
managing the risks are reviewed regularly, in order to reflect changes in market conditions and the Group's
activities. The Group, through training, and management standards and procedures, aims to develop a
disciplined and constructive control environment in which all the employees understand their roles and
obligations.
B. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and derives mainly from trade receivables and other receivables as
well as from cash and deposits in financial institutions.
Accounts and other receivables
The Group’s revenues are derived from a large number of widely dispersed customers in many countries.
Customers include multi-national companies and manufacturing companies, as well as distributors,
agriculturists, agents and agrochemical manufacturers who purchase the products either as finished goods or
as intermediate products for their own requirements.
The Company entered into an agreement for the sale of trade receivables in a securitization transaction, for
details see note V.5.e. and f.
In September 2025, a two-years agreement with an international insurance company was renewed. The
amount of the insurance coverage was fixed at $150 million cumulative per year. The indemnification is
limited to 90% of the debt.
The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer,
and by the demographic characterization of the customer’s base, including the risk of insolvency of the
industry and geographic region in which the customer operates.
- 94 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The Company management has prescribed a credit policy, whereby the Company performs current ongoing
credit evaluations of existing and new customers, and every new customer is examined thoroughly regarding
the quality of his credit, before offering him the Group’s customary shipping and payment terms. The
examination made by the Group includes an outside credit rating, if any, and in many cases, receipt of
documents from an insurance company. A credit limit is prescribed for each customer, outstanding amount
of the accounts receivable balance. These limits are examined annually. Customers that do not meet the
Group’s criteria for credit quality may do business with the Group on the basis of a prepayment or against
furnishing of appropriate collateral.
Most of the Group’s customers have been doing business with it for many years. In monitoring customer
credit risk, the customers were grouped according to a characterization of their credit, based on geographical
location, industry, aging of receivables, maturity, and existence of past financial difficulties. Customers
defined as “high risk” are classified to the restricted customer list and are supervised by management. In
certain countries, mainly, Brazil, customers are required to provide property collaterals (such as agricultural
lands and equipment) against execution of the sales, the value of which is examined on a current ongoing
basis by the Company. In these countries, in a case of expected credit risk, the Company records a provision
for the amount of the debt less the value of the collaterals provided and acts to realize the collaterals.
The Group closely monitors the economic situation in Eastern Europe and in South America on an ongoing
basis.
The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk of
account receivables, Other receivables and investments on a lifetime expected credit loss basis. See also
notes Ⅲ.11 – Financial instruments, Ⅲ.12 – Accounts receivables and Ⅲ.14 – Other receivables.
Cash and deposits in banks
The Company holds cash and deposits in banks with a high credit rating. These banks are also required to
comply with capital adequacy or maintain a level of security based on different situations.
Guarantees
The Company’s policy is to provide financial guarantees only to investee companies.
Aging of receivables and expected credit risk
Presented below is the aging of the past due trade receivables:
December 31, 2025
Past due by less than 90 days 533,262
Past due by more than 90 days 657,545
- 95 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The company measure the provision for credit losses on a collective group basis, where receivables share
similar credit risk characteristics based on geographical locations. The examination for expected credit
losses is performed using model including aging analysis and historical loss experiences, and adjusted by the
observable factors reflecting current and expected future economic conditions.
When credit risk on a receivable has increased significantly since initial recognition, the group records
specific provision or general provision which is determined for groups of similar assets in countries in which
there are large number of customers with immaterial balances.
The Group has credit risk exposures for accounts receivables amounted to RMB 6,801,553 thousand relate to
category of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 784,538
thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has a
provision for other receivables amounted to RMB 14,220 thousand related to category of "Lifetime expected
credit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financial assets
at amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses".
C. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when
they come due. The Group's approach to managing its liquidity risk is to assure, to the extent possible, an
adequate degree of liquidity for meeting its obligations timely, under ordinary conditions and under pressure
conditions, without sustaining unwanted losses or hurting its reputation.
The cash- flow forecast is determined both at the level of the various entities as well as of the consolidated
level. The Company examines the current forecasts of its liquidity requirements in order to ascertain that
there is sufficient cash for the operating needs, including the amounts required in order to comply with the
financial liabilities, while taking strict care that at all times there will be unused credit frameworks so that
the Company will not exceed the credit frameworks granted to it and the financial covenants with which it is
required to comply with. These forecasts take into consideration matters such as the Company’s plans to use
debt for financing its activities, compliance with required financial covenants, compliance with certain
liquidity ratios and compliance with external requirements such as laws or regulation.
The surplus cash held by the Group subsidiaries, which is not required for financing the current ongoing
operations, is invested in short- term interest- bearing investment channels.
- 96 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
C. Liquidity risk - (cont’d)
(1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts,
including estimated interest payments:
As at December 31, 2025
Third- Fifth year Contractual Carrying
First year Second year Fourth year and above Cash flow amount
Non-derivative financial
liabilities
Short-term loans 6,833,357 - - - 6,833,357 6,673,792
Bills payables 622,660 - - - 622,660 622,660
Accounts payables 5,461,749 - - - 5,461,749 5,461,749
Other payables 1,418,093 - - - 1,418,093 1,418,093
Other current liabilities 544,725 - - - 544,725 544,725
Debentures payable 741,883 740,224 1,404,959 4,124,732 7,011,798 5,383,470
Long-term loans 881,049 789,203 774,328 - 2,444,580 2,327,304
Long-term payables 9,343 23,021 42,066 151,968 226,398 164,735
Lease Liabilities 216,672 175,467 216,666 1,068,131 1,676,936 907,254
Other non-current liabilities 2,398,650 - - - 2,398,650 2,359,991
Derivative financial liabilities
Foreign currency derivatives 177,605 - - - 177,605 177,605
CPI/shekel forward transactions 11,976 - - - 11,976 11,976
D. Market risks
Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates and
prices of capital instruments, will affect the Group’s revenues or the value of its holdings in its financial
instruments. The objective of market risk management is to manage and monitor the exposure to market
risks within acceptable parameters, while optimizing the return.
During the ordinary course of business, the Group purchases and sells derivatives and assumes financial
liabilities for the purpose of managing market risks.
(1) CPI and foreign currency risks
Currency risk
The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in
currencies that differ from the Group’s functional currency. The main exposure is in Euro, Brazilian real,
USD and in NIS. In addition, there are smaller exposures to various currencies such as the British pound,
Polish zloty, Australian dollar, Indian rupee, Argentine peso, Canadian dollar, South African Rand, Ukraine
Hryunia and Chinese Yuan Renminbi.
The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedge
the cash flows risk, which derive from existing monetary assets and liabilities and anticipated sales and
purchases, which may be affected by exchange rate fluctuations.
- 97 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the
subsequent year. Likewise, the Group hedges most of its monetary assets and liabilities denominated in a
non- U.S. dollar currency. The Group uses foreign currency derivatives to hedge its currency risk with
maturity dates of less than one year from the reporting date.
Solutions debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well as
changes in the NIS exchange rate, could cause significant impact with respect to the subsidiary functional
currency – the U.S. dollar. As of the approval date of the financial statements, the subsidiary had hedged
most of its exposure deriving from issuance of the debentures, in options and forward contracts.
(A) The Group’s exposure to NIS-CPI and foreign currency risk is as follows:
December 31, 2025
Total assets Total liabilities
In US Dollar 3,353,204 2,456,826
In Euro 1,134,491 924,350
In Brazilian real 1,955,172 384,539
CPI-linked NIS 3,683 5,522,590
In New Israeli Shekel 372,547 1,331,923
Denominated in or linked to other foreign currency 1,821,470 2,432,203
(B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows:
December 31, 2025
Currency/ Currency/ Average USD RMB
linkage linkage expiration thousands thousands
receivable payable date Par value Par value Fair value
Forward foreign currency USD EUR 10/05/2026 403,454 2,835,800 (5,197)
Contracts and call options USD PLN 18/03/2026 16,367 115,042 (141)
USD BRL 22/01/2026 171,035 1,202,174 2,431
USD GBP 15/02/2026 20,045 140,892 (168)
USD ZAR 09/02/2026 31,549 221,752 (7,574)
ILS USD 09/02/2026 1,064,933 7,485,200 315,350
USD OTHER 839,368 5,899,750 (33,463)
CPI forward contracts CPI ILS 28/08/2026 501,567 3,525,417 (11,440)
- 98 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
(C) Sensitivity analysis
The appreciation or depreciation of the Dollar against the following currencies as of December 31,
the amounts presented below. This analysis assumes that all the remaining variables, among others
interest rates, remains constant.
December 31, 2025
Decrease of 5% Increase of 5%
Equity Profit (loss) Equity Profit (loss)
New Israeli shekel 62,366 28,861 (16,505) 4,738
British pound (424) (424) 424 424
Euro (99,539) 6,120 98,027 (6,120)
Brazilian real 16,012 16,012 (21,933) (21,933)
Polish zloty 8,007 8,007 (7,436) (7,436)
South African Rand (1,547) (1,547) 408 408
Chinese Yuan Renminbi 165,421 165,421 (146,966) (146,966)
CPI-linked NIS 122,697 122,697 (122,697) (122,697)
(2) Interest rate risks
The Group has exposure to changes in the variable interest rate. The Group has different assets and
liabilities in different countries which bear interest according to the economic environment in each
country. Most of the loans, other than the debentures, bear Dollar SOFR and Euro ESTER interest. As a
result, most of the variable interest exposure of those loans is to the SOFR interest.
The Company prepares a quarterly summary of exposure to a change in the SOFR interest rate. As at the
approval date of the financial statements, the Company had not hedged this exposure.
- 99 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(2) Interest rate risks - (cont’d)
(A) Type of interest
The interest rate profile of the Group’s interest-bearing financial instruments was as follows:
December 31,
Fixed-rate instruments – unlinked to the CPI
Financial assets
Other non-current assets 1,567
Financial liabilities
Long-term loans (1) 2,221,304
Long-term payables 23,089
Other non-current liabilities (1) 351,441
(2,594,267)
Fixed-rate instruments – linked to the CPI
Financial liabilities
Debentures payable (1) 5,383,470
Variable-rate instruments
Financial assets
Cash at banks 694,509
Financial assets at fair value through profit or loss 1,223
Other current assets 155,154
Financial liabilities
Short-term loans and credit from banks 6,673,792
Long-term loans (1) 106,000
Long-term payables 129,492
Other non-current liabilities (1) 2,008,550
(8,066,948)
(1) Including current maturities.
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value
The fair value of forward contracts on foreign currency is based on their listed market price, if available. In
the absence of market prices, the fair value is estimated based on the discounted difference between the stated
forward price in the contract and the current forward price for the residual period until redemption, using an
appropriate interest rate.
The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is
evaluated through discounting future cash flow estimates, based on the conditions and duration to maturity of
each contract, using the market interest rates of a similar instrument at the measurement date and in
accordance with the Black & Scholes model.
The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills and
accounts receivable, receivables financing, other receivables, short-term loans, bills and accounts payable and
other payable, are the same or proximate to their fair value.
The following table details the carrying amount in the books and the fair value of groups of non- current
financial instruments presented in the financial statements not in accordance with their fair values:
December 31, 2025
Carrying amount Fair value
Financial assets
Other non-current assets (a – Level 2) 15,252 11,910
Financial liabilities
Long-term loans and others (b – Level 2) 5,761,468 5,670,850
Debentures (c – Level 1) 5,383,470 5,901,859
a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptable
interest rate for similar investment having similar characteristics (Level 2).
b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptable
interest rate for similar loans having similar characteristics (Level 2).
c) The fair value of the debentures is based on stock exchange quotes (Level 1).
The interest rates used to discount the estimate of anticipated cash flows are:
December 31, 2025
%
U.S. dollar interest 6.01 -7.80
Chinese Yuan Renminbi 1.66 -3.30
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value - (cont’d)
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The table below presents an analysis of
financial instruments measured at fair value. The various levels have been defined as follows:
? Level 1: quoted prices (unadjusted) in active market for identical instrument.
? Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
? Level 3: inputs that are not based on observable market data (unobservable inputs).
The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputs
and therefore are concurrent with the definition of level 2.
December 31
Forward contracts and options used for hedging the cash flow (Level 2) 11,232
Forward contracts and options used for economic hedging (Level 2) 248,566
Other equity investment (Level 2) 129,796
Receivables financing (Level 2) 30,767
Other non-current assets (Level 2) 27,799
Other (Level 2) 1,223
Financial Instrument Fair value
Fair value measured on the basis of discounting the difference between the
stated forward price in the contract and the current forward price for the
Forward contracts
residual period until redemption using an appropriate interest rates.
Foreign currency options The fair value is measured based on the Black&Scholes model.
No transfer between any levels of the fair value hierarchy in the reporting period.
No change in the valuation techniques in the reporting period.
- 102 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions
Company Registered Registered capital Shareholding Percentage
name place Business nature (Thousand RMB) percentage of voting rights
Production and
sales of
agrochemicals,
Syngenta Shanghai, fertilizers and GM
Group China seeds 11,182,127 78.47% 78.47%
The Company’s ultimate controlling shareholder is Sinochem Holdings .
For information about the subsidiaries of the Company, refer to Note VII.1.
For information about the joint ventures and associates of the Company, refer to Note V.12.
Other joint ventures and associates that have related party transactions with the Group during this period or
the previous periods are as follows:
Name of entity Relationship with the Company
Innovaroma SA Joint venture of the Group
- 103 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
Name of other related parties Related party relationship
Agro Jangada Ltda Common control
Beijing Guangyuan Yinnong Chemical Co., LTD Common control
Bluestar (Beijing) Chemical Machinery Co. Ltd. Common control
Bluestar Engineering Co. Ltd. Common control
Dipagro LTDA Common control
Elkem Silicones Brasil Ltd. Common control
Hangzhou (Torch) Xidoumen Membrane Industry Co., LTD Common control
Huaxia Hanhua Chemical Equipment Co., LTD Common control
Jiangsu Huaihe Chemical Co., LTD Common control
Jiangsu Yangnong Chemical Co. Ltd. Common control
Jiangsu Youjia Plant Protection Co., LTD Common control
Jiangsu Youshi Chemical Co., LTD Common control
Liaocheng Luxi Polyol New Material Technology Co. Ltd. Common control
Sino MAP Common control
Ningxia Ruitai Technology Co. Ltd. Common control
P.T. Syngenta Indonesia Common control
Produtécnica Nordeste Comércio de Insumos Agrícolas Ltda. Common control
Shandong Dacheng Agrochemical Company Limited Common control
Shenyang Sciencreat Chemicals Co. Ltd. Common control
Shenyang Shenhua Institute Testing Technology Co. Ltd. Common control
Shenyang Sinochem Agrochemicals R&D Co. Ltd. Common control
Sinochem (Hainan) Agroecology Co. Common control
Sinochem (Linyi) Crop Nutrition Co. Ltd Common control
Sinochem Agro Co. Ltd. Common control
Sinochem International Crop Care (Overseas) Pte. Ltd. Common control
Sinochem Information Technology Co., Ltd. Common control
Sinochem Fertilizer Company Limited and its branches Common control
Sinochem Finance Co. Ltd. Common control
Sinochem Hebei Co. Ltd. Common control
Sinochem Modern Agriculture (Hunan) Co. LTD Common control
Sinochem Modern Agriculture (Inner Mongolia) Co. LTD Common control
Sinochem Modern Agriculture (Xinjiang) Co. LTD Common control
Sinochem Modern Agriculture Anhui Co. LTD Common control
Sinochem Modern Agriculture Co., LTD. Common control
Sinochem Oil (Hainan) Co.Ltd. Common control
Sinochem Petrochemical Sales Co. Ltd. Common control
Sinochem Shared Financial Services (Shanghai) Co., LTD Common control
Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Common control
Base Co. Ltd.
Syngenta (Shanghai) Crop Protection Technology Co., Ltd. Common control
Syngenta Agro (Argentina) S.A. Common control
Syngenta Agro AG Common control
Syngenta Agro GmbH Common control
Syngenta Agro SA de CV Common control
Syngenta Australia Pty Ltd Common control
Syngenta Canada Inc Common control
Syngenta Comercial Agricola Common control
Syngenta Crop Protection A/S Common control
- 104 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
Name of other related parties Related party relationship
Syngenta Crop Protection AG Common control
Syngenta Crop Protection BV Common control
Syngenta Crop Protection Lda Common control
Syngenta Crop Protection LLC Common control
Syngenta Crop Protection SA Common control
Syngenta Czech s.r.o. Common control
Syngenta Espa?a S.A. Common control
Syngenta France SAS Common control
Syngenta Group Co. Ltd Common control
Syngenta Group Saturn (NL) B.V. Common control
Syngenta Hellas AEBE Common control
Syngenta India Ltd Common control
Syngenta Italia SpA Common control
Syngenta Korea Ltd Common control
Syngenta Nantong Crop Protection Co Ltd Common control
Syngenta Protecao de Cultivos Ltda Common control
Syngenta Slovakia s.r.o. Common control
Syngenta Tarim Sanay ve Ticaret AS Common control
Taicang Zhonglan Environmental Protection Common control
Technology Service Co., LTD
China Bluestar Chengrand Research Institute Common control
Chemical Industry
Zhonglan International Chemical Co. Ltd. Common control
Zhonglan Lianhai Design Institute Co., Ltd. Common control
Jiangsu Huifeng Biological Agriculture Co., Ltd Minority shareholder and its subsidiary
Nongyi Net (Yangling) e-commerce Co., Ltd. Minority shareholder and its subsidiary
Shanghai focus supply chain Co., Ltd Minority shareholder and its subsidiary
Shanghai nengjianyuan Biological Agriculture
Minority shareholder and its subsidiary
Co., Ltd
- 105 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
(1) Transactions with related parties
Year ended December
Type of purchase Related Party Relationship 2025 2024
Summary of purchase of goods/services:
Purchase of goods/services received Common control under
Sinochem Holdings 1,252,090 1,404,596
Minority shareholder and 17,359 27,400
its subsidiary
Purchase of fixed assets and other assets Common control under 49 -
Sinochem Holdings
Lease expenses Common control under - 285
Sinochem Holdings
Minority shareholder and 1,849 1,849
its subsidiary
Summary of Sales of goods:
Sale of goods/ Service rendered Common control under
Sinochem Holdings 988,686 1,212,588
Joint venture 93,908 82,375
Minority shareholder and
its subsidiary 26,061 51,403
Lease income Minority shareholder 1,088 1,132
(2) Guarantees
The Group as the guarantee receiver
Amount of Inception date Maturity date Guaranty
Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N)
Parent company 263,000 21/04/2021 20/04/2028 Y
* During the reporting period, the Company paid a guarantee fee amounting to 343 thousand RMB
(Year ended December 31, 2024: 414 thousand RMB) to the parent company.
- 106 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
(3) Remuneration of key management personnel and directors
Periods ended December 31
Remuneration of key management personnel and directors 35,005 24,251
(4) Receivables from and payables to related parties (including loans)
Receivable Items
December 31 December 31
Expected Expected
Related Party Book credit Book credit
Items Relationship Balance losses Balance losses
Trade receivables Common control under 214,960 - 243,093 -
Sinochem Holdings
Joint venture 15,063 - 13,198 -
Minority shareholder and 5,201 - 8,163 -
its subsidiary
Prepayments Common control under 1,629 - 617 -
Sinochem Holdings
Minority shareholder and - - 547 -
its subsidiary
Payable Items
December 31 December 31
Items Related Party Relationship 2025 2024
Trade payables Common control under Sinochem 328,410 235,899
Holdings
Minority shareholder and its subsidiary 63 256
Other payables Common control under Sinochem 66,612 35,450
Holdings
Minority shareholder and its subsidiary 517 1,641
Contractual liability Common control under Sinochem 22,912 38,676
Holdings
Short-term loans * Common control under Sinochem 3,444,112 2,731,591
Holdings
Other non-current Common control under Sinochem 2,359,991 2,330,911
liabilities (including Holdings
current maturities). *
* Include liabilities are loans from a related party, the interest expenses for the Year ended December 31,
- 107 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
(4) Receivables from and payables to related parties (including loans) (cont'd)
On October 27, 2021, the Board of Directors first approved (following the pre-approval of the Company’s
independent directors dated October 25, 2021) the Company, through one of its subsidiaries, entering into
committed credit facilities agreements in the aggregate amount of $100 million (RMB 715 million) on
market terms with Syngenta Group, or any of its subsidiaries. Following the approvals of the Company’s
requisite organs, these facilities were amended and further increased in December 2022 and in April 2023,
to an aggregate amount of $400 million (RMB 2,863 million). As of December 31, 2025, a total of $400
million (RMB 2,863 million) was utilized.
On August 28, 2023, the Board of Directors approved (following the pre-approval of the Company’s
independent directors dated August 22, 2023) the Company, through one of its subsidiaries, entering into
an additional committed credit facility agreement in the amount of RMB 2,000 million with Syngenta
Group, or any of its subsidiaries. As of December 31, 2025, a total of RMB 2,000 million was utilized.
On April 25, 2024, the Board of Directors approved (following the pre-approval of the Company’s
independent directors dated April 24, 2024) the Company, through one of its subsidiaries, entering into an
committed credit facility agreement (“the Previous Credit Facility”) in the amount of $200 million (RMB
On November 6, 2024, the Board of Directors approved (following the pre-approval of the Company’s
independent directors dated November 5, 2024) the Company to apply, on top of the previous credit
facitiliy, a new credit line with an estimated amount of no more than $200 million (RMB 1,432 million)
and to sign a new facility agreement. As of December 31, 2025, $140 million (RMB 1,002 million) was
utilized under this agreement.
(5) Other related party transactions
The closing balance of bank deposit in Sinochem Finance Corporation was 912,869 thousand RMB
(31.12.24: 627,434) Interest income of bank deposit for the current period was 6,727 thousand RMB
(amount for Year ended December 31 , 2024 was 6,626 thousand RMB).
The closing balance of a loan received from Sinochem Finance Corporation was 209,641 thousand RMB
(31.12.24: 20,000). Interest expenses in the current period was 2,168 thousand RMB (amount for Year
ended December 31 , 2024 was 228 thousand RMB).
- 108 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies
December 31 December 31
Investment in Fixed assets
On June 12, 2024, the 3rd meeting of the 10th session of the Board of Directors of the Company approved the
engagement on the purchase of joint liability insurance policy for Directors, Supervisors and Senior Executives
of the Company and its PRC subsidiaries, by way of adding the Company to the Directors and Officers liability
insurance policy of Syngenta Group, which shall provide shared coverage. On June 28, 2024，the Company’s
Based on the Shareholders meeting approval, the Company's management renewed the Directors and Officers
liability insurance policy, and the insurance period was extended to April 30, 2026.
Environmental protection
The manufacturing processes of the Company and the products it produces and market, entail environmental
risks that impact the environment. The Company invests substantial resources in order to comply with the
applicable environmental laws and attempts to prevent or minimize the environmental risks that could occur
as a result of its activities. To the best of the Company’s knowledge, at the balance sheet date, there are no
material environmental issues relating to the Company, there are no material administrative penalties or
investigations related to environment, health and safety imposed or initiated by regulatory authorities, and
none of the material permits and licenses regarding environmental issues required for the Company’s day to
day operations have been revoked.
Claims against subsidiaries
In the ordinary course of business, legal claims were filed against subsidiaries, including claims for patent
infringement. The Company, inter alia, like other companies operating in the crop protection market, is
exposed to class actions for large amounts, which it must defend against while incurring considerable costs,
even if these claims have no basis in the first place. In the opinion of the Company’s management, which is
based, inter alia, on the opinions of its legal advisors regarding the prospects of the proceedings, the financial
statements include adequate provisions where necessary to cover the exposure resulting from the claims.
On October 20, 2020, a claim and a motion for its approval as a class action (the “Motion”) was filed against
Monsanto Company and Bayer AG (the “Manufacturers”) as well as against ADAMA Agan Ltd., a wholly-
owned subsidiary of Solutions, with respect to an herbicide bearing the brand name Roundup, which is
produced by the Manufacturers and distributed in Israel in small quantities by Solutions’ subsidiary. The
applicants argued that the product allegedly poses a risk to users or those who have been exposed to it.
On August 7, 2025 , the court rendered a first-instance judgment dismissing the Motion. On November 9,
According to the Solutions' external counsels, given the preliminary stages of the appeal, it is too early to
assess the chances of the appeal, and the Motion, to be accepted.
As Solutions is an authorized distributor of the Manufactures, the Manufacturers undertook to fully indemnify,
defend and hold harmless ADAMA Agan Ltd., for any monetary compensation or any other remedy it will
have to make in connection with the Motion.
- 109 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies - (cont’d)
Claims against subsidiaries (cont’d)
Therefore, and based on the opinion of Solutions’ external counsels, as of the date of the financial statements
it is the Company's estimation that this proceeding is not expected to have any non-negligible effect on the
Company’s financial results.
In June 2021, a lawsuit was filed against a subsidiary of the Company, alleging two patents owned by a large
competitor of the Company, have been infringed by such subsidiary. Among the claims, the plaintiff seeks
preliminary and permanent injunctions to prevent the subsidiary from manufacturing, using or
commercializing a product that allegedly infringes the plaintiff’s patents, and seeks actual damages and profits
loss. The said preliminary injunctions were granted by the court in favor of the plaintiff. The subsidiary has
filed appeals against such preliminary injunctions, which were rejected. Prior to such claims, the subsidiary
filed lawsuits seeking declarations that the said patents are invalid and not infringed. These proceedings
remain pending. In May 2023, the same competitor filed an additional lawsuit alleging infringement of the
same two patents by a different product and sought a preliminary injunction. The injunction was rejected at
first instance, upheld on appeal, and finally dismissed by the superior court - a decision that is now final and
unappealable. All these lawsuits are pending as of the approval date of the financial statements. At this stage,
the claims filed by the plaintiff are not expected to have a material effect on the Company.
Various immaterial claims have been filed against Group companies in courts throughout the world, in
immaterial amounts, for causes of action primarily involving employee-employer relations and various civil
claims, for which the Company did not record a provision in the financial statements. The claims that in the
estimation of Company’s management, based on its legal advisors’ opinion, have lower chances of succeeding
than being rejected, amount to a negligible amount. Furthermore, claims were filed against the Company for
product liability damages, for which the Company has adequate insurance coverage, such that the Company’s
exposure in respect thereof is limited to the deductible amount or the amount thereof does not exceed the
deductible amount.
Performance commitments
When the Company acquired the equity interest in Adama Huifeng (shanghai) Agricultural Technology Co.,
Ltd (“Adama Huifeng (Shanghai)”) and Adama Hiufeng (Jiangsu) Co. Ltd.(“Adama Huifeng (Jiangsu)") from
Jiangsu Huifeng Biological Agriculture Co., Ltd (“Jiangsu Huifeng”) during 2020 and 2021, there were
performance commitments made by Jiangsu Huifeng regarding specific business operations of the acquired
subsidiaries. If the performance commitments is not met, Jiangsu Huifeng shall make a price adjustment
payment calculated based on a method as agreed. By the end of 2023 when the commitment period ended, the
performance commitments has not been fulfilled. There were disputes between the Company and Jiangsu
Huifeng regarding the price adjustment payment, and the arbitration application filed by the Company as the
Applicant to the Shanghai International Economic and Trade Arbitration Commission against Jiangsu Huifeng
as the claimant was accepted in May 2024. The arbitration case was heard by the arbitration tribunal in
September 2024.
On April 1, 2025, Shanghai International Economic and Trade Arbitration Commission rendered an award in
respect of the arbitration, according to which Jiangsu Huifeng shall pay the Company the price adjustment
payment of RMB45,000,000 yuan, the damage compensation for failure to pay the price adjustment amount
on time, and a certain proportion of fees for the attorney and the arbitration as well as other expenses incurred
by the Company for initiating the case.
- 110 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies - (cont’d)
Performance commitments - (cont’d)
On June 30, 2025, the Company signed an agreement with Jiangsu Huifeng, stipulating that the mutual
payments in the price adjustment payment case and the case of payment for equity transfer between the
Company and Jiangsu Huifeng shall be offset.
According to the above agreement, after calculation, Jiangsu Huifeng shall pay the offset balance of RMB
mentioned performance commitments of Jiangsu Huifeng have been fulfilled.
XII. Events subsequent to the balance sheet date
ADAMA is headquartered and has three manufacturing sites in Israel. Regional tensions escalated on October
chain, including ports, continue to operate without significant delays. As of this publication date, the events
have not had nor are expected to have material impact on the Company's ability to support its markets, its
ongoing activities, or its consolidated financial results.
XIII. Share-based Payments
Meeting with respect to theformer CEO and Vice President who also serves as a director) approved the
allocation of 77,864,910 phantom warrants to officers and employees in accordance with the long-term
phantom compensation plan (hereinafter - "the 2019 Plan"), out of which 75,814,897 phantom warrants were
granted at the grant date of February 21, 2019. During 2019, 1,206,081 additional Phantom warrants were
granted.
The warrants were vested in four equal portions, where the first and second quarters were exercisabled after
two years, the third quarter after three years and the fourth quarter after four years from January 1, 2019. The
warrants were be exercisabled, in whole or in part, in accordance with the terms of the 2019 plan, and subject
to achieving financial targets as determined in the plan. The warrants were exercisable until the end of 2025,
at which time they expired.
The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model.
The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the
grant date, amounted to a total of approximately 186 million RMB. The liability at the end of the reporting
period was recorded according to the vesting period as determined in the plan, taking into account the extent
of the service that the employees provided until that date and the Company’s share price at the end of the
reporting period.
Statement of share based payments in the period Phantom warrants
Total number of Phantom warrants at the beginning of the period 20,290,025
Total number of Phantom warrants granted in current period -
Total number of Phantom warrants exercised in current period -
Total number of Phantom warrants forfeited in current period (20,290,025)
Total number of Phantom warrants at the end of the period -
RMB 9.87 – 10.85
- 111 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
The exercise prices and the remainder of the contractual period for Phantom 0 year
Warrants outstanding at the end of period
XIII. Share-based Payments - (cont’d)
The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB) 10.85
Exercise increment (RMB) 10.03/10.85
Expected volatility 43.97%
Risk-free interest rate 3.06%
Economic value as of February 21, 2019 (in thousands RMB) 186,206
The methods for the determination of the fair value of liabilities arising from
cash-settled share-based payments The binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based
payments (in thousands RMB) -
Expenses (income) arising from cash-settled share-based payments in current
period (in thousands RMB) (9,490)
with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017
Plan against the allocation of 28,258,248 warrants in accordance with the long-term phantom compensation
plan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocation
date is September 26, 2019. During 2019, an additional 90,130 Alternative Phantom Warrants were granted.
The alternative warrants will vest in four equal portions, where the first quarter is exercisable after one year,
the second quarter after two years, the third quarter after three years and the fourth quarter after four years
from October 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms of
the Alternative Plan, and subject to achieving financial targets as determined in the plan. The warrants will
be exercisable until October 1, 2026.
Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference
between the base price as determined at the time of the grant and the closing price of one share of the parent
company on the Shenzhen Stock Exchange, as it will be on the exercise date up to the ceiling that was
determined under the plan.
The fair value of the total granted alternative warrants at the allocated date is equal to the fair value of the
total warrants canceled from the 2017 plan.
The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at
the cancellation and allocation date, amounted to a total of approximately 69 million RMB. The liability in
the financial statements at the end of the reporting period was recorded at the fair value estimated using the
binomial option pricing model and by the vesting period from the original grant date of the 2017 plan to the
end of the service period determined by the alternative plan, taking into account the extent of the service that
the employees provided until that date and the stock price at the reporting date.
- 112 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Share-based Payments - (cont’d)
Statement of share based payments in the period
Phantom warrants
Changes in the number of 2017 Plan:
Total number of Phantom warrants at the beginning of the period 7,404,561
Total number of Phantom warrants granted in current period -
Total number of Phantom warrants exercised in current period -
Total number of Phantom warrants forfeited in current period (3,715,017)
Total number of Phantom warrants at the end of the period 3,689,544
The range of the exercise prices and the remainder of the contractual period RMB 9.37 – 9.43
for Phantom warrants outstanding at the end of period 0.75 year
The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB) 9.23
Exercise increment (RMB) 9.43
Expected volatility 40.29%
Risk-free interest rate 3.14%
Economic value as of September 26, 2019 (in thousands RMB) 68,836
The methods for the determination of the fair value of liabilities arising from
cash-settled share-based payments related to the alternative plan The binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based
payments related to the alternative plan (in thousands RMB) 110
Expenses (income) arising from cash-settled share-based payments in
current period related to the alternative plan (in thousands RMB) (4,502)
- 113 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items
The Company presents its segment reporting based on a format that is based on a breakdown by business
segments:
? Crop Protection (Agro)
This is the main area of the Company’s operations and includes the manufacture and marketing of
conventional agrochemical products.
? Intermediates and ingredients
This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant),
aromatic products, and other chemicals. It combines all the Company’s activities not included in the Crop
Protection products segment.
Segment results reported to the chief operating decision maker include items directly attributable to a
segment as well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly
financing expenses, net, gains from changes in fair value, investment income and tax expenses.
All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributed
assets include: accounts and bills receivables, receivables financing, inventory, fixed assets, right-of-use
assets, construction in progress, intangible assets, goodwill, non-current trade receivables and long-term
equity investments. Attributed liabilities include account payables, bill payablesand lease liabilities. All
other assets and liabilities which are not attributable to a specific segment are presented as unallocated assets
and liabilities.
- 114 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
Information regarding the results and assets and liabilities of each reportable segment is included below:
Crop Protection Intermediates and ingredients Elimination among segments Total
Year ended Year ended Year ended Year ended
December 31 December 31 December 31 December 31
Operating income from external
customers 26,652,467 26,802,036 2,292,119 2,686,010 - - 28,944,586 29,488,046
Inter-segment operating income - - 1,452 1,336 (1,452) (1,336)
Interest in the profit or loss of
associates and joint ventures - - 9,638 8,201 - - 9,638 8,201
Segment's results 1,146,924 (363,092) 164,362 52,370 - - 1,311,286 (310,722)
Financial expenses 2,232,695 1,769,830
Gain (loss) from changes in fair
value 219,486 (46,074)
Investment income 2,325 2,324
loss before tax (699,598) (2,124,302)
Income tax expenses 346,121 778,902
Net Loss (1,045,719) (2,903,204)
Crop Protection Intermediates and ingredients Unallocated assets and liabilities Total
December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31
Total assets 39,011,654 40,394,519 2,092,328 2,371,148 7,359,980 7,294,110 48,463,962 50,059,777
Total liabilities 7,904,219 6,878,372 240,167 291,201 22,744,150 23,899,110 30,888,536 31,068,683
- 115 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
Geographic information
The following tables sets out information about the geographical segments of the Group’s operating income
based on the location of customers (sales target) and the Group's non-current assets (including mainly fixed
assets, right-of-use assets, construction in progress, investment properties intangible assets and goodwill). In
the case of investment property, fixed assets, right of used assets and construction in progress, the
geographical location of the assets is based on its physical location. In case of intangible assets and goodwill,
the geographical location of the company which owns the assets.
Operating income from external
customers
Year ended December 31
Europe, Africa and Middle East 8,124,365 8,310,285
North America 6,727,577 6,059,617
Latin America 7,177,085 7,375,759
Asia Pacific 6,915,559 7,742,385
Specified non-current assets
December 31 December 31
Europe, Africa and Middle East 13,319,926 14,249,233
North America 1,232,186 1,252,352
Latin America 1,905,677 1,730,472
Asia Pacific 4,606,298 5,044,172
? As of 2025, South Africa is included in the Europe, Africa and Middle East region . The information for 2024 was
re- classified accordingly.
No single customer's proportion of the total amount of sales is over 10%.
- 116 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
Amount for the Amount for the
current period prior period
Net loss from continuing operations attributable to ordinary
shareholders (1,045,719) (2,903,204)
Amount for the Amount for the
Shares current period prior period
Number of ordinary shares outstanding at the beginning of the
year 2,329,811,766 2,329,811,766
Add: weighted average number of ordinary shares issued during
the year - -
Less: weighted average number of ordinary shares repurchased
during the year - -
Weighted average number of ordinary shares outstanding at the
end of the year 2,329,811,766 2,329,811,766
Amount for Amount for
the current the prior
period period
Calculated based on net loss attributable to ordinary shareholders
Basic losses per share (0.45) (1.25)
Diluted losses per share N/A N/A
Calculated based on net loss from continuing operations attributable
to ordinary shareholders:
Basic losses per share (0.45) (1.25)
Diluted losses per share N/A N/A
Calculated based on net loss from discontinued operations
attributable to ordinary shareholders:
Basic losses per share N/A N/A
Diluted losses per share N/A N/A
- 117 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements
December 31 December 31
Deposits in banks 58,950 39,173
Other cash and bank balances 6,014 1,858
As at December 31, 2025, restricted cash and bank balances was 6,014 thousand RMB (as at December 31,
a. By category
December 31, 2025
Provision for expected
Book value credit losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed
individually for impairment 13,893 1 13,893 100 -
Account receivables assessed
collectively for impairment 1,637,510 99 902 - 1,636,608
December 31, 2024
Provision for expected credit
Book value losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed
individually for impairment 13,893 1 13,893 100 -
Account receivables assessed
collectively for impairment 1,182,104 99 - - 1,182,104
b. Aging analysis
December 31, 2025
Within 1 year (inclusive) 1,130,403
Over 1 year but within 2 years 507,107
Over 2 years but within 3 years -
Over 3 years but within 4 years -
Over 4 years but within 5 years -
Over 5 years 13,893
- 118 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
c. Addition, written-back and written-off of provision for expected credit losses during the period
Year ended December 31, 2025
Balance as of January 1 13,893
Addition during the period, net 902
Balance as of December 31 14,795
d. Five largest accounts receivable at December 31, 2025:
Proportion of Allowance of
Accounts expected
Name Closing balance receivable (%) credit losses
Party 1* 1,561,634 94 -
Party 2 25,093 2 -
Party 3 20,329 1 902
Party 4 14,400 1 -
Party 5 3,004 - -
* Include intergroup balance with ADAMA Solutions.
December 31 December 31
Bank acceptance draft 10,490 34,350
As at December 31, 2025, bank acceptance endorsed but not yet due amounts to 224,677 thousand RMB.
December 31 December 31
Dividends receivable 2,325 -
Other receivables 24,109 24,393
- 119 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(1) Other receivables
a. Other receivables by categories
December 31 December 31
Other 29,485 29,769
Provision for expected credit losses (5,376) (5,376)
b. Other receivables by aging
December 31, 2025
Within 1 year (inclusive) -
Over 1 year but within 2 years 12,498
Over 2 years but within 3 years
Over 3 years but within 4 years 113
Over 4 years but within 5 years 91
Over 5 years 16,783
c. Additions, recovery or reversal and written-off of provision for expected credit losses during the
period:
Year ended December 31, 2025
Balance as of January 1, 2025 5,376
Addition during the period -
Balance as of December 31, 2025 5,376
d. Five largest other receivables at December 31 2025:
Proportion of other
Name Closing balance receivables (%) Credit loss provision
Party 1* 24,109 82 -
Party 2 3,125 11 3,125
Party 3 548 2 548
Party 4 237 1 237
Party 5 221 1 221
* Include intergroup balance with Anpon
- 120 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
December 31, 2025 December 31, 2024
Impairment Impairment
Amount balance loss Book value Amount balance loss Book value
Invest in
subsidiaries 17,511,352 80,636 17,430,716 17,511,352 80,636 17,430,716
Investments in subsidiaries
Provision of Balance of
Opening impairment Closing Impairment
Invested unit balance Increase Decrease loss balance loss
ADAMA Agricultural Solutions Ltd. 15,890,213 - - - 15,890,213 -
Adama Anpon (Jiangsu) Ltd. 450,449 - - - 450,449 -
ADAMA Hiufeng (Jiangsu) Co. Ltd. 789,116 - - - 789,116 (59,024)
Hubei Sanonda Foreign Trade Co.
Ltd. 11,993 - - - 11,993 -
Adama Huifeng (shanghai)
Agricultural Technology Co., Ltd 288,945 - - - 288,945 (21,612)
Year ended December 31, 2025 Year ended December 31, 2024
Operating Operating
Revenue costs Revenue costs
Main operations 1,960,398 1,651,258 1,756,578 1,551,341
Other operations 51,135 19,732 45,215 15,005
- 121 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(1) Other cash received relevant to operating activities
Year ended Year ended
December 31, 2025 December 31, 2024
Interest income 1,727 6,109
Government subsidies 6,760 4,657
Other 12,064 6,406
(2) Other cash paid relevant to operating activities
Year ended Year ended
December 31, 2025 December 31, 2024
Professional services 108,111 33,553
Other 20,995 22,122
(3) Other cash received relevant to investing activities
Year ended Year ended
December 31, 2025 December 31, 2024
Loans 70,000 180,000
Other 1,599 4,147
(4) Other cash paid relevant to investing activities
Year ended Year ended
December 31, 2025 December 31, 2024
Loans 50,000 -
(5) Other cash paid relevant to investing activities
Year ended Year ended
December 31, 2025 December 31, 2024
Deposit for issuing bills payables 16,105 9,884
- 122 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(6) Other cash paid relevant to financing activities:
Year ended Year ended
December 31, 2025 December 31, 2024
Deposit for issuing bills payable 20,261 5,282
Other 438 460
(1) Reconciliation of net profit to net cash flows generated from operating activities:
Year ended December 31
Net profit (loss) (69,182) 249,928
Add: Asset Impairment reversal (losses) 10,258 160,041
Credit impairment reversal (losses) 902 -
Depreciation of fixed assets and investment property 193,048 235,036
Depreciation of-right-of use assets 774 1,136
Amortization of intangible assets 13,229 12,116
Gain (losses) on disposal of fixed assets, intangible assets and other
long-term assets (3,486) (481)
Losses (gains) from changes in fair value 130,730 (326,340)
Financial expenses 49,809 12,223
Investment income (34,769) (34,070)
Decrease in deferred income tax assets 5,281 28,601
Decrease (increase) in inventory 38,069 (38,120)
Increase in accounts receivable from operating activities (594,557) (117,885)
Increase in payables from operating activities 450,081 62,395
Net cash flows generated from operating activities 190,187 244,580
(2) Net increase in cash and cash equivalents
Year ended December 31
Closing balance of cash 58,950 39,173
Less: Opening balance of cash 39,173 157,186
Net increase in cash and cash equivalents 19,777 (118,013)
- 123 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(1) Information on parent Company
Registered
capital
Company Registered (Thousand Shareholding Percentage
name place Business nature RMB) percentage of voting rights
Production and sales
of agrochemicals,
Syngenta Shanghai, fertilizers and GM
Group China seeds 11,182,127 78.47% 78.47%
The ultimate controlling shareholder is Sinochem Holdings .
(2) Information on the subsidiaries of the Company
For information about the subsidiaries of the Company, refer to Note VII.1.
(3) Transactions with related parties
a. Transactions of goods and services
Year ended December 31
Summary of Purchase of goods/services Related Party Relationship
received:
Purchase of goods/services received Common control
under Sinochem
Holdings 54,553 67,599
Subsidiary 110,609 67,852
Summary of Sales of goods:
Sale of goods Common control under 750 737
Sinochem Holdings
Subsidiary 1,145,848 1,010,141
- 124 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees
The Company as the guarantor
Amount of Inception Maturity Guaranty
guaranteed date of date of completed
loan guaranty guaranty (Y/ N)
Subsidiary 72,595 01.12.2021 28.11.2027 N
- 125 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees - (cont'd)
The Company as the guarantee receiver
Amount of Inception date Maturity date Guaranty
Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N)
Parent company 263,000 21.04.2021 20.04.2028 Y
Parent company 67,971 01.06.2021 31.05.2028 Y
During the year, the Company paid a guarantee fee amounting to 343 thousand RMB (2024: 414)
to the parent company.
c. Intercompany borrowings/lending
Related Borrowing/ Commencement Termination Balance at
party Lending amount date date year end Interest rate
Lending
Subsidiary 70,000 2023.12 2025.12 - 2.4%
Subsidiary 50,000 2025.12 2028.11 50,000 2.4%
d. Receivables from and payables to related parties (including loans)
Receivable Items
December 31 December 31
Expected Expected
Related Party Book credit Book credit
Items Relationship Balance losses Balance losses
Trade receivables Subsidiary 1,563,401 - 1,102,274 -
Non-current
assets within one
year Subsidiary - - 70,000 -
Other non-current
assets Subsidiary 50,000 - - -
Other receivables Subsidiary 24,109 - 24,393 -
Prepayments Common control under
Sinochem Holding 83 - 617 -
- 126 -
ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
(3) Transactions with related parties - (cont'd)
d. Receivables from and payables to related parties (including loans) - (cont'd)
Payable Items
December 31 December 31
Items Related Party Relationship 2025 2024
Trade payables Subsidiary - 10
Trade payables Common control under Sinochem
Holdings 4,665 4,023
Other payables Subsidiary 587,644 525,071
Common control under Sinochem
Holdings 471 522
e. Other related party transactions
As at December 31, 2025, the closing balance of bank deposit in SinoChem Finance Corporation was
was 1,569 thousand RMB (2024: 1,768 thousand RMB).
- 127 -
Supplementary information
(Expressed in RMB '000)
Year ended
December 31, 2025
Disposal of non-current assets 16,716
Government grants recognized through profit or loss 16,498
Changes in fair value of financial assets and liabilities held for trading 30,714
Custodian fees earned from entrusted operation 4,266
Recovery or reversal of expected credit losses which is assessed individually during
the years 76,059
Post vesting fair value revaluation of cash-settled share based payment 13,992
Other non-operating income or expenses other than the above 176,288
Tax effect (44,491)
The information of Return on net assets and EPS is in accordance with the Preparation Rules for
Information Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and
Disclosure of Return on net assets and Earnings per share (2010 Amendment) issued by China
Securities Regulatory Commission.
Weighted average
rate of return on net Basic EPS Diluted EPS
Profit during the reporting period assets (RMB/share) (RMB/share)
Net loss attributable to ordinary
shareholders of the Company (5.71%) (0.45) N/A
Net loss after deduction of extraordinary
gains/losses attributable to ordinary
shareholders of the Company (7.35%) (0.57) N/A
- 128 -
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