安道麦B：关于为子公司提供担保的公告(英文版)
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2023-21
ADAMA Ltd.Announcement on Providing Guarantees in favor of the
Company’s Subsidiaries
I．OverviewIn order to meet the daily operation and business development needs of ADAMA Anpon(Jiangsu) Ltd. (hereinafter referred to as "Anpon"), a wholly-owned subsidiary of ADAMALtd. (hereinafter referred to as “the Company”), the Company intends to provide guaranteesin favor of certain financing banks in order for such banks to extend certain loans to Anpon,in a total amount not exceeding RMB 1,140 million.According to the Listing Rules of the Shenzhen Stock Exchange, the 22
nd
meeting of the 9thsession of the Board of Directors of the Company approved the Proposal on ProvidingGuarantees in favor of the Company’s Wholly-owned Subsidiary. The decision to providesuch guarantees is within the rights of the Board of Directors. No additional approval for theaforesaid guarantees is required from the shareholders of the Company.Additionally, in order to support the working capital of Adama Makhteshim Ltd.(“Makhteshim”) , a wholly-owned subsidiary of Adama Agricultural Solutions Ltd.(“Solutions”), a wholly-owned subsidiary of the Company, Makhteshim intends to enter intobank loans’ agreements with CA Indosuez (Switzerland) S.A., which requires Solutions’ jointliability guarantees.According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision ofListed Companies No.1: Standardized Operation of Main Board Listed Companies, the aboveguarantees are provided by Solutions, the wholly-owned subsidiary of the Company, for thelegal entities consolidated in the financial statements of the Company, and have fulfilled the
internal decision-making procedures of Solutions, therefore, it does not need to be submittedto the Company’s board of directors or shareholders’ meeting for approval.II. Basic Information of the Warrantee
1. Basic Information of Anpon
Name of the Warrantee: ADAMA Anpon (Jiangsu) Ltd.Established Date: November 25, 1998Registered Address: No. 30, Huagong Road, Huai’an CityLegal Representative: Jiang YutianRegistered Capital: RMB 251,380,000Business Scope: Manufacture and sale of chemical productsRelationship with the Company: The Company’s wholly owned subsidiary.Credit status: After searching on the website of disclosure of enforcement information ofChina, Anpon is not a debtor subject to judicial enforcement.The most recent financial situation of the Warrantee is as follows:
Unit: ’0000 RMB
| At Mar 31 2023 | At Dec 31,2022 | |
| Total Assets | 203,720 | 210,083 |
| Total Liabilities | 112,457 | 117,500 |
| Bank Loans | 38,400 | 39,400 |
| Other Current Liabilities | - | - |
| Contingency | 2,100 | 2,100 |
| Net Assets | 91,263 | 92,583 |
| January to March 2023 | 2022 | |
| Revenue | 37,503 | 240,460 |
| Total Profit | (1,680) | 27,977 |
| Net Profit | (1,693) | 23,892 |
Note: the above financial data was unaudited.
2. Basic Information of Makhteshim
Name of the Warrantee: Adama Makhteshim Ltd.Established Date: July 17, 1952Registered Address: Saadia Malal St., P.O.B 60, Be’er Sheva 8410001, IsraelLegal Representative: Hadran Olami
Registered Capital: ILS 212,000,000Business Scope: Manufacture and sale of chemical productsRelationship with the Company: Solutions is the Company’s wholly-owned subsidiary, andMakhteshim is directly wholly owned (100%) by Solutions.Credit status: After searching on the website of disclosure of enforcement information ofChina, Makhteshim is not a debtor subject to judicial enforcement.The financial situation of the Warrantee is as follows:
Unit: ’000 USD
| At Dec 31,2022 (audited) | At Dec 31 2021 (audited) | |
| Total Assets | 2,349,402 | 2,224,552 |
| Total Liabilities | 1,862,352 | 1,710,176 |
| Bank Loans | 736,973 | 462,321 |
| Other Current Liabilities | 573,225 | 677,518 |
| Contingency | - | - |
| Net Assets | 2,349,402 | 2,224,552 |
| 2022 (audited) | 2021 (audited) | |
| Revenue | 1,089,519 | 875,001 |
| Total Profit | 20,649 | (15,405) |
| Net Profit | 4,768 | (14,920) |
III．Main Contents of the GuaranteesA．Guarantees provided by the Company in favor of its subsidiary Anpon
1. The Company intends to provide joint liability guarantees for the below loans of Anponwhich will not exceed a period of one year.
（1）Loan which will not exceed RMB 70 million in 2023 to be provided by Huai’an SouthCity Branch of Industrial and Commercial Bank of China.
（2）Loan for working capital, L/C and trade finance which will not exceed RMB 90million in 2023 to be provided by Huai’an Qing Jiangpu Branch of Agricultural Bank of China.
（3）Loan which will not exceed RMB 80 million in 2023 to be provided by Huai’an Branchof Bank of Communications.
（4）Loan which will not exceed RMB 100 million in 2023 to be provided by Huai’an Branchof Industrial Bank.
（5）Loan which will not exceed RMB 100 million in 2023 to be provided by Huai’an
Qingjiangpu Branch of China Construction Bank.
（6）Loan which will not exceed RMB 100 million in 2023 to be provided by Huai’an HuahuaiBranch of Bank of Jiangsu.
2. The Company intends to provide joint liability guarantees for the project loans of Anpondetailed below.
（1）Project loan which will not exceed RMB 600 million for the relocation of the Chlorine-alkali project.B．Guarantees provided by Solutions in favor of its subsidiaryIn order to support the working capital of Makhteshim, Makhteshim intends to enter into bankloans’ agreements with CA Indosuez (Switzerland) S.A., which requires Solutions jointliability guarantees not exceeding USD 78.75 million (approximately RMB 541.1464 million)in connection to the bank loans entered by Makhteshim with the aforementioned bank. Theguarantee shall continue to be in effect until the guaranteed obligation have been repaid in full.IV. Opinions of the Board of DirectorsWith regard to the guarantees to be provided by the Company in favor of the Company’swholly-owned subsidiary, Anpon, the Board of Directors is of the opinion that: (i) theguaranteed funds are used for the daily operation needs of the Company’s wholly ownedsubsidiary; (ii) the financial risk of the guarantees is under the Company’s control; and (iii)the guarantees neither significantly impact the normal operation of the Company, nor violatethe relevant provisions of the CSRC and the Articles of Association of the Company.V. Accumulated Quantity of External Guarantees and Overdue GuaranteesCurrently, the balance of the guarantees that have been provided by the Company and/or itssubsidiaries is RMB 9,205.0975 million. After providing the above guarantees, the balance ofthe guarantees provided by the Company and its subsidiaries will be RMB 10,886.2439million, accounting for approximately 47.08% of the latest audited net assets of the Company.No guarantee is provided by the Company and/or its subsidiaries for the favor of entities notconsolidated in the Company’s financial statements.The Company and its controlled subsidiaries do not have overdue guarantees.VI. List of Reference Documents
1. Resolutions of the 22
nd Meeting of the 9
thSession of the Board of Directors of the Company.
2. Letter of Limited Guarantee and Indemnity issued by Solutions.
The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
April 25, 2023