ADAMA Ltd.Announcement on Providing Guarantees in favor of the
Company’s Wholly-owned Subsidiary
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 360 million.According to the Listing Rules of the Shenzhen Stock Exchange, the 31
stmeeting 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.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 products
Relationship 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 Feb 29 2024 | At Dec 31,2023 | |
| Total Assets | 211,234 | 205,188 |
| Total Liabilities | 124,262 | 123,372 |
| Bank Loans | 51,350 | 47,800 |
| Other Current Liabilities | - | - |
| Contingency | - | - |
| Net Assets | 86,973 | 81,816 |
| January to February 2024 | 2023 | |
| Revenue | 24,047 | 140,840 |
| Total Profit | 630 | -6,451 |
| Net Profit | 630 | -10,779 |
Note: the above financial data was unaudited.III．Main Contents of the GuaranteesThe Company intends to provide joint liability guarantees for the below loans of Anpon.
1. Comprehensive credit line which will not exceed RMB 70 million in 2024 to be providedby Huai’an South City Branch of Industrial and Commercial Bank of China with a term ofone year.
2. Loan for working capital, L/C and trade finance which will not exceed RMB 90 million in2024 to be provided by Huai’an Qing Jiangpu Branch of Agricultural Bank of China with aterm of one year.
3. Loan which will not exceed RMB 100 million in 2024 to be provided by Huai’an Branchof Industrial Bank with a term of one year.
4. Comprehensive credit line which will not exceed RMB 100 million in 2024 to be providedby Huai’an Qingjiangpu Branch of China Construction Bank with a term of three years.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 violate
the relevant provisions of the CSRC and the Articles of Association of the Company.V. Accumulated Quantity of External Guarantees and Overdue GuaranteesThe balance of the guarantees that have been provided by the Company and/or its subsidiariesis RMB 5,440.85 million. After providing the above guarantees, the balance of the guaranteesprovided by the Company and its subsidiaries will be RMB 5,800.85 million, accounting forapproximately 26.46% 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 31
st Meeting of the 9
thSession of the Board of Directors of the Company.The Announcement is hereby made.
The Board of Directors of ADAMA Ltd.
March 27, 2024