Stock Code:000553(200553) Stock Abbreviation: ADAMA A(B) NO. 2024-24
ADAMA Ltd.
Announcement on Credit Facility of USD 200
million from a Related Party
TheCompany and all members of theCompany’s Board of Directors confirm that all information
disclosed herein is true, accurate and complete, with no false or misleading statement or material
omission.
I. Overview of the RelatedParty Transaction
On April 25, 2024, the 33rd meeting of the 9th session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as the “Company”) approved entering into an
additionalFacilityAgreement, enteredinto byand betweenSyngentaGroup(NL)B.V.
(hereinafter referred to as "SG NL"), a subsidiary of the Company's controlling
shareholder, Syngenta Group Co., Ltd. (hereinafter referred to as "SG"), and Adama
Fahrenheit B.V. ( hereinafter referred to as "ADAMA NL"), an indirectly wholly-
owned subsidiary of the Company, according to which SG NL shall provide a new
and additional amount of USD 200 million in favor of ADAMA NL (the
"Transaction").
Since SG NL and ADAMA NL are both controlled by SinoChem Holding Co., Ltd.
(hereinafter referred to as "SinoChem Holding”), the Transaction constitutes a related
party transaction.
Among the fivedirectors of theCompany, therelated-partydirectors, Mr. QinHengde
and Mr. LiuHongsheng refrained from voting, while among theremaining votesofthe
three directors, there were three (3) affirmative votes, and no negative votes and or
abstentions. All the Company’s independent directors provided opinions and
preapproved the Transaction.
The Transactionrequires the approvalofthe Company’s shareholders. SG will refrain
from voting.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measures onSignificant Asset Restructuring ofListed Companies.
II. Introduction to the Related Party
SG NL was established in 2016. Its legal representative is Edwin Pool, and its
registered address is Westeinde 62, 1601BK Enkhuizen, The Netherlands. It has
registered capital of USD 2 and mainly undertakes the businesses related to holding
and financing activities. The mainfinancialdataasofDecember 31, 2022 is: operating
revenue of USD 426,615,000, net profit of USD 420,092,000, total assets of USD
43,242,400,000, net assets of USD 41,315,072,000.
Related-party relationship: Both SG NL and ADAMA NL are controlled by
SinoChem Holding, the ultimate controlling shareholder of the Company. SG NL is
related party of the Company in accordance with Item 2, Paragraph 2 of Article 6.3.3
of the Listing Rules of Shenzhen Stock Exchange.
Analysis ofcontract performance capability: Tothe best ofthe Company’s knowledge,
SG NL operates normally and is in goodoperational condition. After searching onthe
website of disclosure of enforcement information of China, it is not a debtor subject
to judicial enforcement.
III. Basic Information on the Target of the Related-PartyTransaction
TheTransaction isanengagement inaUSD200millionshort-termannuallyrevolving
credit facility, at 3-month CME Term SOFR Reference Rate + 1.55%, subject to the
Facility Agreement signed between the two parties.
IV. Pricing Basis of theRelated-PartyTransaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and fairness. The terms of the Transaction were negotiated fairly on the basis
of market practice.
V. Main Contents of the Facility Agreement
Contract Name: Facility Agreement by and between Adama Fahrenheit B.V. and
Syngenta Group (NL) B.V. (Dated April 2024)
Borrower: Adama Fahrenheit B.V.
Lender: Syngenta Group (NL) B.V.
Main Terms: annually revolving credit facility in the aggregate amount of USD 200
million (on market terms), at 3-month CME Term SOFR Reference Rate + 1.55%.
The Lender shall be entitled to request an immediate repayment of the outstanding
balance of the facility, upon a prior notice of fifteen (15) business days.
Both parties may assign their rights and obligations under the Facility Agreement to
another entity within their respective group according to the terms of the Facility
Agreement.
Effective Date of the Agreement: following the approval of the Parties’ requisite
organs, as required. The requisite organs ofthe Companywill review the terms of this
Agreement every three years.
Dispute Resolutions: Any controversy or claim that fails to be solved amicably shall
be finally submitted to the competent courts of Amsterdam under the laws of
Netherlands.
VI. Purpose of theTransaction and Its Impact on the Company
The Transaction expands and efficiently utilizes the Company's and its subsidiaries