Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2023-33
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．OverviewIn order to meet the daily operation and business development needs of ADAMA TurkeyTar?m Sanayi ve Ticaret Limited ?irketi (hereinafter referred to as “ADAMA Turkey”), anindirect wholly-owned subsidiary of Adama Agricultural Solutions Ltd. (hereinafter referredto as "Solutions"), a wholly-owned subsidiary of ADAMA Ltd. (hereinafter referred to as "theCompany"), Solutions agrees to provide a joint and several liability guarantee in the amountnot exceeding USD 30 million in favor of a local bank, Akbank T.A.S. Ege Kurumsal Branch,that will provide Adama Turkey with financial accommodation.In addition, in order to meet the daily operation and business development needs of AdamaUkraine LLC (hereinafter referred to as “Adama Ukraine”), an indirect wholly-ownedsubsidiary of Solutions, Solutions agrees to provide a joint and several liability guarantee inthe amount not exceeding EUR 7 million in favor of a local bank, Raiffeisen Bank JSC, thatwill provide Adama Ukraine with financial accommodation.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, and have 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.
II. Basic Information of the Warrantees
1. Basic Information of ADAMA Turkey
Name of the Warrantee: ADAMA Turkey Tar?m Sanayi ve Ticaret Limited ?irketiEstablished Date: 16 June 2014Registered Address: Kaz?mdirik Mah. 296 Sokak No:8 ?? Kap? No: 515, Bornova, Izmir,Turkey.Legal Representative: Josef GoldshmidtBusiness Scope: Purchase, sale and distribution of agricultural chemicals.Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, andADAMA Turkey is an indirectly wholly-owned subsidiary (100%) of Solutions.Credit status: After searching the website of disclosure of enforcement information of China,ADAMA Turkey is not a debtor subject to judicial enforcement.The most recent financial situation of ADAMA Turkey is as follows:
Unit: ’000 USD
| At Jun 30 2023 (unaudited) | At Dec 31,2022 (audited) | |
| Total Assets | 67,215 | 69,577 |
| Total Liabilities | 58,581 | 60,440 |
| Bank Loans | 7,956 | 12,111 |
| Other Current Liabilities | 20,510 | 24,911 |
| Contingency | - | - |
| Net Assets | 8,634 | 9,137 |
| January to June 2023 (unaudited) | 2022 (audited) | |
| Revenue | 52,958 | 53,163 |
| Gross Profit | 10,696 | 17,173 |
| Net Profit / (Loss) | (503) | 126 |
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, and
Adama 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 Jun 30 2023 (unaudited) | At Dec 31,2022 (audited) | |
| Total Assets | 73,320 | 87,546 |
| Total Liabilities | 74,120 | 93,073 |
| Bank Loans | 518 | 10,660 |
| Other Current Liabilities | 72,935 | 81,750 |
| Contingency | - | - |
| Net Assets | (800) | (5,527) |
| January to June 2023 (unaudited) | 2022 (audited) | |
| Revenue | 42,065 | 30,163 |
| Gross Profit | 10,422 | 10,953 |
| Net Profit/ (Loss) | 4,727 | (17,197) |
III．Main Contents of the GuaranteesIn order to support the activities in ADAMA Turkey, ADAMA Turkey intends to enter a bankloan with Akbank T.A.S. Ege Kurumsal Branch, Solutions approves providing a joint liabilityguarantee not exceeding USD 30 million (approximately RMB 218 million) in connection tothe abovementioned bank loan of ADAMA Turkey. The guarantee shall continue until writtennotice of revocation of the limited guaranty letter signed by Solutions.In order to support the activities in Adama Ukraine, Adama Ukraine intends to enter into abank loan with Raiffeisen Bank JSC, Solutions approves providing a joint liability guaranteenot exceeding EUR 7 million (approximately RMB 54 million) in connection to theabovementioned bank loan of Adama Ukraine. The guarantee shall continue until writtennotice of revocation of the limited guaranty letter signed by Solutions.IV. Accumulated Quantity of External Guarantees and Overdue GuaranteesAs of June 30, 2023, the balance of the guarantees that have been provided by the Companyand/or its subsidiaries is RMB 7,001,430,100. After providing the above guarantees, thebalance of the guarantees provided by the Company and its subsidiaries will be RMB7,273,430,100, accounting for approximately 31.45% 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 DocumentsTwo copies of Guarantee Letters issued by Solutions.The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
October 10, 2023