安道麦B:关于全资子公司之间提供担保的公告(英文版)

查股网  2024-12-19  安道麦A(000553)公司公告

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-60

ADAMA Ltd.Announcement on Providing Guarantees by a Wholly-

owned Subsidiary to its Subsidiaries

The Company and all members of the Company’s Board of Directors confirm that allinformation disclosed herein is true, accurate and complete, with no false or misleadingstatement or material omission.

I. Overview

1. In order to improve working capital and cash flow in Adama Australia Pty Ltd. (hereinafterreferred to as “Adama Australia”), an indirect wholly-owned subsidiary of AdamaAgricultural Solutions Ltd. (hereinafter referred to as "Solutions"), a wholly-owned subsidiaryof ADAMA Ltd. (hereinafter referred to as "the Company"), Solutions agrees to provide ajoint and several liability guarantee in the amount not exceeding AUD 6 million in favor ofthe local branch of HSBC in Australia, that will provide Adama Australia with financialaccommodation.According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision ofListed Companies No.1: Standardized Operation of Main Board Listed Companies, the aboveguarantee is provided by the wholly-owned subsidiary of the Company for the legal entityconsolidated in the financial statements of the Company, and has fulfilled the internaldecision-making procedures of Solutions, therefore, it does not need to be submitted to theCompany’s board of directors or shareholders’ meeting for approval.

2. In order to improve liquidity and to reduce finance costs of Adama Ukraine LLC(hereinafter referred to as “Adama Ukraine”), an indirect wholly-owned subsidiary ofSolutions, Solutions agrees to provide a joint and several liability guarantee in the amount notexceeding USD 8 million in favor of a local bank, that will provide Adama Ukraine withfinancial accommodation.Additionally, in order for improving the cash flow, liquidity position and to reduce interestexpenses on debt servicing of Adama Brasil S.A. (hereinafter referred to as “Adama Brasil”),Adama Brasil intends to engage with two local banks for certain bank activities. Solutions

agrees to provide guarantees to the local banks in a total amount of no more than USD 120million for purpose of the bank activities between Adama Brasil and the banks.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 the wholly-owned subsidiary of the Company for the legal entityconsolidated in the financial statements of the Company. Since the debt-to-assets ratio ofAdama Ukraine and Adama Brasil exceed 70%, the Company convened the 8th Meeting ofthe 10

thSession of the Board of Directors on December 18, 2024, to review the Proposal onProviding Guarantees by a Wholly-owned Subsidiary to its Subsidiaries and agreed to furthersubmit it to the Company's shareholders' meeting for approval.II. Basic Information of the Warrantees

1. Basic Information of Adama Australia

Name of the Warrantee: Adama Australia Pty Ltd.Established Date: 31 October 1990Registered Address: Suite 1, Level 1, Building B, 207 Pacific Highway, St Leonards, NSW,2065, AustraliaLegal Representative: Scott FitzgibbonBusiness Scope: Purchase, sale, and distribution of agricultural chemicalsRelationship with the Company: Solutions is the Company’s wholly-owned subsidiary, andAdama Australia is an indirectly wholly-owned subsidiary (100%) of Solutions.Credit status: After searching the website of disclosure of enforcement information of China,Adama Australia is not a debtor subject to judicial enforcement.The most recent financial situation of Adama Australia is as follows:

Unit: ’000 USD

At Sep 30 2024 (unaudited)At Dec 31,2023 (audited)
Total Assets123,902159,853
Total Liabilities64,904103,525
Bank Loans--
Other Current Liabilities39,29967,412
Contingency--
Net Assets58,99856,328
January to September 2024 (unaudited)2023 (audited)
Revenue141,145218,310
Gross Profit24,29930,630
Net Profit / (Loss)1,668-1,032

2. Basic Information of Adama Ukraine

Name of the Warrantee: Adama Ukraine LLCEstablished Date: 25 June 2008Registered Address: 13, Mykoly Pymonenka Street, Office 4A/41, Shevchenkivskyi District,04050 Kyiv, UkraineLegal Representative: Dmytro KashporBusiness Scope: Purchase, sale and distribution of agricultural chemicalsRelationship with the Company: Solutions is the Company’s wholly-owned subsidiary, andAdama Ukraine is an indirectly wholly-owned subsidiary (100%) of Solutions.Credit status: After searching the website of disclosure of enforcement information of China,Adama Ukraine is not a debtor subject to judicial enforcement.The most recent financial situation of Adama Ukraine is as follows:

Unit: ’000 USD

At Sep 30 2024 (unaudited)At Dec 31,2023 (audited)
Total Assets62,17859,125
Total Liabilities60,76760,156
Bank Loans2,4291,580
Other Current Liabilities58,32058,361
Contingency--
Net Assets1,411-1,031
January to September 2024 (unaudited)2023 (audited)
Revenue56,59463,869
Gross Profit11,95117,183
Net Profit/ (Loss)2,4424,496

3. Basic Information of Adama Brasil

Name of the Warrantee: Adama Brasil S.A.Established Date: 18 December 1997Registered Address: Rua Pedro Antonio de Souza, No.400 – Pq Rui Barbosa - Londrina, Stateof Paraná, BrazilLegal Representative: Romeu Stanguerlin

Business Scope: Manufacture, import, export, and commercialization of crop protectionproducts.Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, andAdama Brasil is an indirectly wholly-owned subsidiary (100%) of Solutions.Credit status: After searching the website of disclosure of enforcement information of China,Adama Brasil is not a debtor subject to judicial enforcement.The most recent financial situation of Adama Brasil is as follows:

Unit: ’000 USD

At Sep 30 2024 (unaudited)At Dec 31,2023 (audited)
Total Assets887,871938,349
Total Liabilities742,744879,116
Bank Loans--
Other Current Liabilities6,7448,743
Contingency15,70915,950
Net Assets145,12659,232
January to September 2024 (unaudited)2023 (audited)
Revenue533,473989,123
Gross Profit40,69740,995
Net Profit/ (Loss)5,17481,616

III. Main Contents of the Guarantees

1. In order to improve working capital and cash flow, ADAMA Australia intends to startcollaborating with HSBC Bank Australia Limited to conduct several bank activities (includingissuing a corporate credit card for ADAMA Australia) with the underlying credit facility notexceeding AUD 6 million. To support the activities in ADAMA Australia, Solutions intendsto provide a joint and several liability guarantee to the above-mentioned bank in an amount ofno more than AUD 6 million (approximately RMB 28 million) for purpose of such bankactivities to be conducted by ADAMA Australia. The guarantee shall continue until writtennotice of revocation of the limited guaranty letter signed by Solutions.

2. In order to improve liquidity and to reduce finance costs, Adama Ukraine intends to enterinto bank loans with a local bank (Credit Agricole Bank) in an amount of no more than USD8 million. To support the activities in Adama Ukraine, Solutions intends to provide a joint andseveral liability guarantee to the abovementioned bank in an amount of no more than USD 8million (approximately RMB 58 million) in connection with the loans between the Adama

Ukraine and such bank. The guarantee shall continue until written notice of revocation of thelimited guaranty letter signed by Solutions.

3. In order for improving the cash flow, liquidity position and to reduce interest expenses ondebt servicing of Adama Brasil, Adama Brasil intends to engage with two local banks (“LocalBanks”, i.e. Itau Unibanco S.A. and Bradesco) for certain bank activities including theoperations on securitization (such as rural credit, local reverse factoring), derivatives (such asforwards), international payments, and loans (“Bank Activities”). To support the activities inAdama Brasil, Solutions intends to provide joint and several liability guarantees to the LocalBanks in a total amount of no more than USD 120 million (approximately RMB 863 million)for purpose of the Bank Activities between Adama Brasil and the Local Banks. Among these,the guarantee for Itau Unibanco S.A., with a guarantee amount of USD 100 million, shallcontinue until December 31, 2027 and the guarantee for Bradesco, with a guarantee amountof USD 20 million, shall continue until December 31, 2026.IV. Accumulated Quantity of External Guarantees and Overdue GuaranteesAs of September 30, 2024, the balance of the guarantees that have been provided by theCompany and/or its subsidiaries is RMB 3,672 million. After providing the above guarantees,the balance of the guarantees provided by the Company and its subsidiaries will be RMB4,620 million, accounting for approximately 21.07% of the latest audited net assets of theCompany.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.V. List of Reference Documents

1. The resolutions of the 8th Meeting of the 10th Session of the Board of Directors of theCompany;

2. Guarantee Letters issued by Solutions.

The Announcement is hereby made.

The Board of Directors of ADAMA Ltd.

December 19, 2024


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