Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-8
ADAMA Ltd.Announcement on Expected Related-Party Transactions in the Ordinary
Course of Business in 2024
I. Basic Information on Related Party Transactions in the ordinary course of business
(1) Overview of related-party transactions in the ordinary course of business
The Company expects that the aggregated amount of related party transactions between itand/or its subsidiaries (together the "Group Companies") and the subsidiaries of SinochemHoldings Corporation Ltd. (“Sinochem Holdings”, the actual controller of the Company) in2024 shall not exceed RMB 4,143.71million.Such aggregated amount consists of (1) expected transactions of the Group Companies forthe purchase of raw materials/products/fixed assets and the receipt of certain services fromsubsidiaries controlled by Sinochem Holdings, in a total amount that shall not exceed RMB2,309.06million; and (2) expected transactions of the Group Companies for the sale ofproducts and the provision of services, in a total amount that shall not exceed RMB1,834.65million, to subsidiaries controlled by Sinochem Holdings. Such transactionshereinafter referred as the "Related-party transactions".Related-party transactions of the above type performed by the Company in 2023 in theordinary course of business amounted to RMB 3,246.42 million.These estimations were performed based on the current available data and may change, interalia, as a result of changes to the Group Companies’ business and/or due to market conditionsand the continued alignment and cooperation between the companies of Syngenta Group Co.,Ltd. (“Syngenta Group”), comprising the Company, Syngenta AG and Sinochem Holdings’agriculture-related activities, which will further capitalize on the value creation and synergyopportunities identified.The related-party transactions matter has been reviewed and approved at the 30th Meetingof the 9
thSession of the Board of Directors of the Company. Among the five directors of theCompany, there were three affirmative votes, zero negative votes and zero abstentions, whilethe two related-party directors (Mr. Qin Hengde and Mr. Erik Fyrwald) refrained from voting.The related-party transactions matter shall be further approved by the Shareholders Meeting.Syngenta Group will refrain from voting.
(2) The types and amounts of expected related-party transactions in the ordinary course
of business in 2024
RMB’0000
Type ofrelated-partytransaction
| Type of related-party transaction | Related party | Content of related-party transaction | The pricing principle of related-party transaction | Contract amount or estimated amount not to exceed | Amount already occurred in 2024 as of the disclosure date | Amount occurred in the previous year |
| Purchasing raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | Market price | 136,681.49 | 15,584.32 | 106,418 |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | Market price | 62.50 | - | 40 | |
| Jiangsu Huaihe Chemicals Co., Ltd. | Purchase of raw materials/products | Market price | 24,750 | 19,800 | 19,917 | |
| Jiangsu Ruixiang Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 37.50 | - | - | |
| Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 14,176.65 | 560.48 | 105 | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | Market price | 19,437.41 | 28.91 | 16,866 | |
| Sinochem Crop Protection Products Co., Ltd. | Purchase of raw materials/products | Market price | 593.75 | 285 | 2,602 | |
| Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Purchase of raw materials/products | Market price | 15 | 11.38 | 14 | |
| Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 10,625 | 1,342.80 | 8,269 | |
| Sinochem Agro Co.,Ltd. | Purchase of raw materials/products | Market price | 7,531.77 | 193.07 | 949 | |
| Liaocheng Luxi Polyol New Material Technology Co. Ltd. Liaocheng Luxi Methylamine | Purchase of raw materials/products | Market price | 4,500 | 556.98 | 1,431 |
ChemicalCo., Ltd.
| Chemical Co., Ltd. | ||||||
| Shandong Dacheng Agrochemical Company Limited | Purchase of raw materials/products | Market price | 3,285.75 | 535.22 | 311 | |
| China National Bluestar (Group) Co. Ltd. | Purchase of raw materials/products | Market price | 2,152.80 | - | - | |
| Beijing Guangyuan Yinong Chemical Co. Ltd. | Purchase of raw materials/products | Market price | 180 | 24.79 | 15 | |
| Ningxia Ruitai Technology Co. Ltd. | Purchase of raw materials/products | Market price | 25 | - | 44 | |
| Sinochem Fertilizer Co.,Ltd. | Purchase of raw materials/products | Market price | 15.88 | - | 791 | |
| Sub-total | - | - | 224,070.50 | 38,922.95 | 157,772 | |
| Purchasing fixed assets from related parties | Bluestar Engineering Co. Ltd. | Purchase of fixed assets | Market price | 6,250 | - | 127 |
| Sub-total | - | - | 6,250 | - | 127 | |
| Selling raw materials and products to related parties | Syngenta AG and its subsidiaries | Selling products | Market price | 133,939.91 | 14,909.25 | 111,261 |
| Jiangsu Huaihe Chemicals Co., Ltd. | Selling products | Market price | 29,231.25 | 23,385 | 21,197 | |
| Sinofert | Selling products | Market price | 8,000 | 1,905.48 | 11,987 | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | Market price | 250 | 90 | 113 | |
| Beijing Guangyuan Yinong Chemical Co., Ltd. | Selling products | Market price | 127.50 | 102 | 118 | |
| Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. | Selling products | Market price | 750 | 15.89 | - | |
| Jiangsu Youshi Chemical Co., Ltd. | Selling products | Market price | 8,750 | 534.60 | 6,410 |
SyngentaNantongCropProtectionCo.,Ltd.
| Syngenta Nantong Crop Protection Co.,Ltd. | Selling products | Market price | 522.50 | 44 | 328 | |
| Sinochem International Crop Care Company Limited | Selling products | Market price | 312.50 | - | 1,802 | |
| Sinochem Agro Co.,Ltd. | Selling products | Market price | 906.23 | 114.55 | 762 | |
| Syngenta (China) Investment Company Limited | Selling products | Market price | 625 | 0.23 | 2,906 | |
| Jiangsu Ruixiang Chemical Co., Ltd. | Selling products | Market price | 37.50 | - | - | |
| Henan Junhua Development Co. Ltd. | Selling products | Market price | 12.50 | - | 4 | |
| Sub-total | - | - | 183,464.89 | 41,101 | 156,888 | |
| Receiving services from related parties | Sinochem Information Technology Co., Ltd | Value-added OA services | Market price | 47.38 | 37.90 | 46 |
| Sinochem Information Technology Co., Ltd | IT services | Market price | 37.50 | - | 38 | |
| Syngenta AG and its subsidiaries | Regular service | Market price | 56.25 | 7.10 | 370 | |
| Sino MAP | Regular service | Market price | 179.99 | 19.64 | - | |
| Shenyang Chemical Research Institute Co., Ltd. | Regular service | Market price | 4.38 | - | - | |
| China National Chemical Information Center | Value-added OA services | Market price | 97.61 | - | - | |
| Shenyang Shenhua Institute Testing Technology Co. Ltd. | Regular service | Market price | 87.50 | - | 32 | |
| Sinochem Chemical | Regular service | Market price | 37.50 | - | 4 |
(3) Actual related-party transactions in the ordinary course of business performed in theprevious year (2023)
RMB’0000
| Type of related-party transaction | Related party | Content of related transaction | Actually occurred amount | Estimated amount not to exceed | Difference proportion（%） |
| Purchasing raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | 106,418 | 144,486 | -26.35% |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | 40 | 856 | -95.33% | |
| Jiangsu Huaihe Chemicals Co., Ltd. | Purchase of raw materials/products | 19,917 | 23,512 | -15.29% | |
| Sinofert | Purchase of raw materials/products | 791 | 115 | 587.83% | |
| Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | 105 | 52,875 | -99.80% | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | 16,866 | 29,561 | -42.95% | |
| Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Purchase of raw materials/products | 14 | 14 | 0.00% | |
| Sinochem Lantian Fluorine Materials Co.,Ltd. | Purchase of raw materials/products | 133 | 288 | -53.82% | |
| Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | 8,269 | 25,300 | -67.32% | |
| Sinochem Agro Co.,Ltd. | Purchase of raw materials/products | 949 | 8,090 | -88.27% | |
| Jiangsu Youshi Chemical Co., Ltd. | Purchase of raw materials/products | 611 | - | - | |
| Bluestar Engineering Co.,Ltd. | Purchase of raw materials/products | 2,011 | - | - | |
| ELKEM SILICONES BRASIL LTDA | Purchase of raw materials/products | 135 | - | - | |
| Beijing Guangyuan Yinong Chemical Co.,LTD | Purchase of raw materials/products | 15 | - | - | |
| Syngenta (China) Investment Company | Purchase of raw materials/products | 3,583 | - | - |
Science andTechnology
ResearchInstituteCo.,LTD
| Science and Technology Research Institute Co.,LTD | |||||
| Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd. | Regular service | Market price | 37.50 | - | 45 |
| Sub-total | - | - | 585.61 | 64.64 | 535 |
Limited
| Limited | |||||
| Shandong Dacheng Agrochemical Company Limited | Purchase of raw materials/products | 311 | - | - | |
| Sinochem International Crop Care Company Limited | Purchase of raw materials/products | 2,602 | - | - | |
| China Bluestar Chengrand Research Institute Chemical Industry | Purchase of raw materials/products | 1 | - | - | |
| Shenyang Sciencreat Chemicals Co.Ltd. | Purchase of raw materials/products | 445 | - | - | |
| Shenyang Sinochem Agrochemicals R&D Co.,Ltd. | Purchase of raw materials/products | 6 | - | - | |
| Liaocheng Luxi Methylamine Chemical Co. Ltd. | Purchase of raw materials/products | 81 | - | - | |
| Liaocheng Luxi Polyol New Material Technology Co. Ltd. | Purchase of raw materials/products | 1,350 | - | - | |
| Luxi Group Co.Ltd. | Purchase of raw materials/products | 1,044 | - | - | |
| Ningxia Ruitai Technology Co. Ltd. | Purchase of raw materials/products | 44 | - | - | |
| Sub-total | - | 165,741 | 285,097 | -41.87% | |
| Selling products and goods to related parties | Syngenta AG and its subsidiaries | Selling products | 111,261 | 159,178 | -30.10% |
| Jiangsu Huaihe Chemicals Co., Ltd. | Selling products | 21,197 | 26,893 | -21.18% | |
| Sinofert | Selling products | 11,987 | 14,168 | -15.39% | |
| Sino MAP | Selling products | 1,048 | 1,150 | -8.87% | |
| Jiangsu Yangnong Chemical Co., Ltd. | Selling products | 1 | 6 | -83.33% | |
| Jiangsu Youshi Chemical Co., Ltd. | Selling products | 6,410 | 12,650 | -49.33% | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | 113 | 173 | -34.68% | |
| Syngenta Nantong Crop Protection Co.,Ltd. | Selling products | 328 | 610 | -46.23% | |
| Sinochem International Crop Care Company Limited | Selling products | 1,802 | 1,898 | -5.06% | |
| Sinochem Agro Co.,Ltd. | Selling products | 762 | 230 | 231.30% | |
| Syngenta (China) Investment Company Limited | Selling products | 2,906 | 725 | 300.83% | |
| Beijing Guangyuan Yinong Chemical Co.,LTD | Selling products | 118 | - | - | |
| Henan Junhua Development Co., Ltd. | Selling products | 4 | - | - | |
| Shenyang Sciencreat Chemicals Co., Ltd. | Selling products | 2 | - | - | |
| Sub-total | - | 157,939 | 217,681 | -27.44% | |
| Receiving services from | Sinochem Information Technology Co., Ltd | Value-added OA services | 46 | 40 | 15.00% |
| Sinochem Information | IT services | 38 | 35 | 8.57% |
related
party
| related party | Technology Co., Ltd | ||||
| Syngenta AG and its subsidiaries | Regular service | 370 | 52 | 611.54% | |
| Sino MAP | Regular service | - | 40 | -100% | |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Regular service | - | 100 | -100% | |
| Shenyang Chemical Co.,Ltd. | Regular service | 43 | - | - | |
| China Bluestar Chengrand Research Institute Chemical Industry | Regular service | 1 | - | - | |
| Shenyang Shenhua Institute Testing Technology Co., Ltd. | Regular service | 32 | - | - | |
| Sinofert | Regular service | 1 | - | - | |
| Syngenta (China) Investment Company Limited | Regular service | 45 | - | - | |
| Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd. | Regular service | 45 | - | - | |
| Sinochem Chemical Science and Technology Research Institute Co.,LTD | Regular service | 4 | - | - | |
| Sub-total | - | 625 | 267 | 134.08% | |
| Purchasing fixed assets from related parties | Zhonglan Lianhai Design Institute Co., Ltd. | Purchase of fixed assets | 93 | - | - |
| Bluestar Engineering Co.,Ltd. | Purchase of fixed assets | 127 | - | - | |
| Syngenta AG and its subsidiaries | Purchase of fixed assets | 45 | - | - | |
| Sub-total | - | 265 | - | - | |
| Rendering services to related parties | Syngenta AG and its subsidiaries | Regular services | 72 | - | - |
| Sub-total | - | 72 | - | - | |
| Aggregated | 324,642 | 503,045 | -35.46% | ||
| An explanation by the board of directors for the major difference between the actual occurred amount of daily related transactions and the estimated amount | The actual total amount of related transactions in the ordinary business course in 2023 does not exceed the total amount expected, but it did not reach 80% of the total amount. The main reason is due to related impacts from the changing market conditions and the actual needs fluctuation of the Company. | ||||
| An explanation by the independent directors for the major difference between the actual occurred amount of daily related transactions and the expected amount | The gap between the actual amount and the estimations of the related party transactions in the course of routine business in 2023 is due to the related impacts from the changing market conditions and the actual needs fluctuation of the Company. Such gap will neither trigger any major impact on production and operation, nor harm the interests of the Company and its minority shareholders, as well as will not | ||||
compromise the independency of theCompany.
compromise the independency of theCompany.
Notes: Please refer to the announcements on March 21, 2023, for the 2023 expected related-party transactions ofthe Company (Announcement No. 2023-12).II. Introduction to Related Parties and Their Relationships with the Company
1. Syngenta AG (registered address: Schwarzwaldallee 215 4058 Basel) has the registered capitalof RMB 41.33 million and mainly undertakes the businesses related to crop protection, seeds.The main financial data as of the date June 30, 2023 are: operating revenue USD 10,121 million,total assets USD 34,202 million, net assets USD 8,212 million, net income USD 1,348 million.Syngenta Nantong Crop Protection Co.,Ltd. and Syngenta (China) Investment Company Limitedmentioned in this announcement as expected related parties are subsidiaries of Syngenta AG.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: Syngenta AG and its subsidiaries produce andoperate normally and are in good operational and financial conditions and thus have a goodcontract performance capability. After searching on the website of disclosure of enforcementinformation of China, it is not a dishonest party subject to enforcement.
2. Jiangsu Huaihe Chemical Co., Ltd. (legal representative: Xia Wenbiao; registered address: Yutai
County, Jiangsu Province) has registered capital of RMB 160 million and mainly undertakes thebusinesses related to manufacturing and sale of chemical products. The main financial data as ofDecember 31, 2023 are: operating revenue of RMB 1,033,833,516.74, net profit of RMB46,941,417.21, total assets of RMB 690,493,179.28, net assets of RMB 284,440,272.20.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Jiangsu HuaiheChemical Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good performance capability. After searching on the website ofdisclosure of enforcement information of China, it is not a dishonest party subject to enforcement.
3. Sinofert Holdings Limited (Non-executive Director & Chairman: Su Fu; registered office:
Clarendon House 2 Church Street Hamilton HM11 Bermuda) is a company listed on the MainBoard of the Stock Exchange of Hong Kong (stock code:00297), which has registered capital ofHKD 8,316,000,000 and mainly undertakes the production, import and export, distribution andretail of fertilizer raw materials and finished products, provision of technological research anddevelopment and services relating to the fertilizer business and products, exploration andexploitation of phosphate mine, and production of monocalcium/dicalcium phosphate(MCP/DCP). The main financial data as of June 30, 2023 are: operating revenue of RMB13,127,927,000, net profit of RMB 1,071,419,000, total assets of RMB 19,759,373,000, netassets of RMB 10,401,902,000. Sinochem Fertilizer Co.,Ltd. and Sinochem AgriculturalEcological Technology (Hubei) Co., Ltd. mentioned in this announcement as expected relatedparties are subsidiaries of Sinofert Holdings Limited.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinofertHoldings Limited produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the website
of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
4. Jiangsu Ruixiang Chemical Co. Ltd. (legal representative: Feng Weilin; registered address: No.2,
Dalian Road, Yizheng City, Yangzhou Chemical Industrial Park, Jiangsu Province) hasregistered capital of RMB 937.3434 million and mainly undertakes hazardous chemicalsmanufacturing, processing, sales, technology development and application services, hazardouschemicals wholesale, etc. The main financial data as of December 31, 2023 are: operatingrevenue of RMB 4,261,259,102.21, net profit of RMB -223,838,229.76, total assets of RMB4,416,928,436.81, net assets of RMB 3,498,767,316.07.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Jiangsu RuixiangChemical Co. Ltd. produces and operates normally and thus has a performance capability. Aftersearching on the website of disclosure of enforcement information of China, it is not a dishonestparty subject to enforcement.
5. Jiangsu Yangnong Chemical Co., Ltd. (legal representative: Su Fu; registered address: No. 39,Wenfeng Road, Yangzhou) has registered capital of RMB 406,370,649 and mainly undertakesthe manufacture of agrochemicals and fine chemicals. The main financial data as of September30, 2023 are: operating revenue of RMB 9,273,686,653.08, net profit of RMB 1,361,553,318.47,total assets of RMB15,505,569,660.17, net assets of RMB 9,522,241,497.97. Jiangsu Youjia,Sinochem International Crop Care Company Limited, Jiangsu Youshi and Sinochem Agro Co.,Ltd. mentioned in this announcement as expected related parties are subsidiaries of JiangsuYangnong Chemical Co., Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, JiangsuYangnong Chemical Co., Ltd. produces and operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
6. Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. (legal representative: Wang Shougen;
registered address: Building 2, No. 602 Shunfeng Road, Qianjiang Economic Development Zone,Hangzhou) has registered capital of RMB 58.24 million and mainly undertakes themanufacturing of water treatment equipment, technical development, technical service andtransfer of membrane separation technology, separation membrane and water treatmentengineering technology products, and sales of separation membrane and water treatmentengineering technology products. The main financial data as of December 31, 2023 are: operatingrevenue of RMB 65,206,580.05, net profit of RMB 165,918.06, total assets of RMB69,896,931.77, net assets of RMB 51,783,661.24.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, Hangzhou(Torch) Xidou Door Film Industry Co., Ltd. produces and operates normally and is in goodoperational and financial conditions and thus has a good contract performance capability. Aftersearching on the website of disclosure of enforcement information of China, it is not a dishonest
party subject to enforcement.
7. Luxi Chemical Group Co.,Ltd. (listed on the Main Board of ShenZhen Stock Exchange, legalrepresentative: Wang Yanji; registered address: the headquarters of Luxi Chemical in LiaochengHigh-tech Industrial Development Zone) has registered capital of RMB 1,916,476,161 andmainly undertakes new chemical materials, basic chemicals, fertilizer products and otherbusinesses. The main financial data as of September 30, 2023 are: operating revenue of RMB17,942,358,700.35, net profit of RMB 506,030,225.84, total assets of RMB 35,446,252,946.96,net assets of RMB 16,747,445,419.32. Liaocheng Luxi Polyol New Material Technology Co.,Ltd. and Liaocheng Luxi Methylamine Chemical Co., Ltd. mentioned in this announcement asexpected related parties are subsidiaries of Luxi Chemical Group Co.,Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, LuxiChemical Group Co.,Ltd. produces and operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
8. Sinochem Information Technology Co., Ltd (legal representative: Zhao Yang; registered address:
Room 703, Floor 7, No.28 Fuxingmennei Street, Xicheng District, Beijing) has registered capitalof RMB 50 million and mainly undertakes the businesses related to software development,technical service, technical development, technical consultation, information system integrationservice and computer system services. The main financial data as of the date December 31, 2023are: operating revenue of RMB 654,595,434.54, net profit of RMB 13,446,100.88, total assets ofRMB 211,522,861.76, net assets of RMB 71,035,953.39.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemInformation Technology Co., Ltd operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
9. Sinochem Agriculture Co., Ltd. (legal representative: Liu Jianbo; registered address: Room 818,No. 28 Fuxingmennei street, Xicheng district, Beijing) has registered capital of RMB 4,000million and mainly undertakes sales of agricultural production materials; grain purchases;services for agriculture; technology development and technology consultation on soilimprovement and restoration, etc. The main financial data as of September 30, 2023 are:
operating revenue of RMB 22,994,320,000, net profit of RMB -356,140,000, total assets of RMB12,252,470,000, net assets of RMB 321,020,000.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemAgriculture Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
10. Shenyang Chemical Research Institute Co., Ltd. (Legal Representative: Xu Weichang; registered
address: No.8 Shenliao East Road, Tiexi District, Shenyang) has registered capital of RMB1,426,333,532 and mainly undertakes research and industrialization projects include newindustrial chemicals, eco-friendly agriculture, industrial biochemicals, chemical testing andevaluation, chemical reaction risk assessment, and waste product hazard determination. The mainfinancial data as of December 31, 2023 are: operating revenue of RMB 419,766,352.76, net profitof RMB 22,882,257.35, total assets of RMB 2,141,308,290.71, net assets of RMB1,738,846,238.15. Shenyang Shenhua Institute Testing Technology Co. Ltd. mentioned in thisannouncement as expected related parties is a subsidiary of Shenyang Chemical ResearchInstitute Co., Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ShenyangChemical Research Institute Co., Ltd. operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
11. Shandong Dacheng Agrochemical Company Limited (legal representative: Huang Jianjun;registered address: No.25 Honggou Road, Zhangdian District, Zibo City) has registered capitalof RMB 540 million and mainly engaged in special equipment manufacturing. The main financialdata as of the date December 31, 2023 are: operating revenue of RMB 33,771,721.01, net profitof RMB 20,362,589.17, total assets of RMB 547,065,585.93, net assets of RMB -995,844,464.94.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ShandongDacheng Agrochemical Company Limited operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
12. China National Bluestar (Group) Co. Ltd. (legal representative: Li Bo; registered address: No.9
Beitucheng West Road, Chaoyang District, Beijing) has registered capital of RMB15,365,589,192 and mainly involved in the fields of new chemical materials, animal nutritionand engineering services. The main financial data as of the date December 31, 2023 are: operatingrevenue of RMB 57,497,959,399.92, net profit of RMB -2,169,859,874.86, total assets of RMB103,762,879,189.68, net assets of RMB 27,450,748,505.28. Bluestar (Beijing) ChemicalMachinery Co., Ltd., Bluestar Engineering Co. Ltd.and Zhonglan International Chemical Co.,Ltd. mentioned in this announcement as expected related parties are subsidiaries of ChinaNational Bluestar (Group) Co. Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ChinaNational Bluestar (Group) Co. Ltd. operates normally and thus has a contract performancecapability. After searching on the website of disclosure of enforcement information of China, itis not a dishonest party subject to enforcement.
13. Ningxia Ruitai Technology Co. Ltd. (legal representative: Xu Lin; registered address: Zhongwei
Industrial Park Fine Chemical Industry Zone ) has registered capital of RMB 566,354,361 andmainly undertakes the businesses related to the manufacture of chemical raw materials andchemical products. The main financial data as of the date December 31, 2023 are: operatingrevenue of RMB 2,288,084,947.64, net profit of RMB -144,493,823.37, total assets of RMB3,480,567,939.48, net assets of RMB 1,899,257,810.04.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, NingxiaRuitai Technology Co. Ltd. operates normally and thus has a contract performance capability.After searching on the website of disclosure of enforcement information of China, it is not adishonest party subject to enforcement.
14. Henan Junhua Development Co. Ltd. (legal representative: Gan Shijie; registered address: No.69
Xingye Avenue, Zhumadian City) has registered capital of RMB 163,890,892.64 and mainlyundertakes the businesses related to the production and sales of chemical products and themanufacture of basic chemical raw materials. The main financial data as of the date December31, 2023 are: operating revenue of RMB 4,553,834,607.05, net profit of RMB 455,583,059.26,total assets of RMB 5,535,314,316.11, net assets of RMB -2,215,591,277.64.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, HenanJunhua Development Co. Ltd. operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
15. China National Chemical Information Center Co. Ltd. (legal representative: Jie Yubin; registeredaddress: No. 53 Anwai Xiaoguan Street, Chaoyang District, Beijing) has registered capital ofRMB 150 million and mainly undertakes the businesses related to chemical information analysisand consultation, software development and network technologies and services. The mainfinancial data as of the date December 31, 2023 are: operating revenue of RMB 197,743,546.39,net profit of RMB 19,505,804.32, total assets of RMB 981,007,210.51, net assets of RMB897,967,465.38.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ChinaNational Chemical Information Center Co. Ltd. operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
16. Sinochem Chemical Science and Technology Research Institute Co. Ltd. (legal representative:
Yang Lin; registered address: No.20 Xueyuan Road, Haidian District, Beijing) has registeredcapital of RMB 62,670,000 and mainly undertakes the businesses related to research anddevelopment of new chemical technologies, new processes and new products. The main financialdata as of the date December 31, 2023 are: operating revenue of RMB 269,547,146.07, net profitof RMB -11,972,163.35, total assets of RMB 272,440,863.92, net assets of RMB 117,794,857.33.Beijing Guangyuan Yinong Chemical Co., Ltd. mentioned in this announcement as expected
related parties is a subsidiary of Sinochem Chemical Science and Technology Research InstituteCo. Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemChemical Science and Technology Research Institute Co. Ltd. operates normally and thus has acontract performance capability. After searching on the website of disclosure of enforcementinformation of China, it is not a dishonest party subject to enforcement.
17. Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd. (legal
representative: Tang Bingwen; registered address: Zone A, Ocean Science Town, Zhoushan City,Zhejiang Province (Room 202, No.11 Baichuan Road) (within the Pilot Free Trade Zone) hasregistered capital of RMB 117.5 million and mainly undertakes the businesses related toemergency rescue service for dangerous chemicals, training, consulting and evaluation of firefighting, safety and other related matters. The main financial data as of the date December 31,2023 are: operating revenue of RMB 113,676,227.07, net profit of RMB 7,907,295.67, totalassets of RMB 136,392,011.11, net assets of RMB 55,613,698.43.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemZhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd. operates normally and is ingood operational and financial conditions and thus has a good contract performance capability.After searching on the website of disclosure of enforcement information of China, it is not adishonest party subject to enforcement.III. Main Content of Related-Party Transactions
1. Main content
(1) All related-party transactions between the Group Companies and the relevant
related parties should be carried out based on market terms and according to theprinciples of voluntariness, equality, mutual benefit, justice and fairness andwithout prejudice to the interests of the Company.
(2) If there is any available state fixed price, then the state fixed price shall prevail; ifthe state fixed price is inapplicable or not applicable any more, then the marketprice shall prevail; if the market price is inapplicable or not applicable any more,then both parties shall determine the exact and fair pricing standards they believeto be based on relevant data.
2. Signing of transaction agreement
The Group Companies will conclude contracts with the relevant related partiesaccording to their production and operation requirements and their ordinary coursebusiness practices.IV. Purpose of Related-Party Transaction and its Impact on the Company
These related-party transactions are necessary for the daily business operation of the GroupCompanies. They mainly aim to capitalize on the Group Companies’ unique positioning andprofile, including as part of the Syngenta Group, achieve cost savings, increase theCompany’s sales and market share and to drive its profitable growth. Based on theunderstanding of the related-parties’ business performance, credit status and performancecapability, the Group Companies have selected them to conduct transactions in the ordinary
course of business. The related-party transaction activities follow the principle of fairnessand justice, they will not adversely affect the Company and its non-related party shareholders.The Board of Directors of the Company holds that the related-party transactions benefit thecontinuity and stability of the Company’s business operations and has a positive impact onthe normal operations of the Company. Those transactions will not impact the independenceof the Company.V. Independent Directors’ Prior Approval
The Company’s independent directors have preapproved the related party transactions matter:
The Group's related-party transactions performed in the ordinary course of business aremainly to purchase or sell goods, materials and services from/to the related parties based onthe principles of justice and fairness and the pricing standards consistent with those of non-related parties, in order to capitalize on the Group’s unique positioning and profile includingas part of the Syngenta Group, achieve cost savings, increase the Company’s sales andmarket share and to drive its profitable growth. All such transactions shall conform torelevant national laws and regulations, as applicable, and market-oriented principles, andshall not influence the independence of the Company or damage the interests of the GroupCompanies and their other shareholders. The decision-making procedures for these relatedparty transactions conform to the Company Law of the People’s Republic of China, the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, the Articles of Association and otherlaws and regulations. All the independent directors agree on this proposal and submit it tothe Board for deliberation.VI. Documents for Future Reference
1. The resolution made at the 30
th
Meeting of the 9
thSession of the Board of Directors ofthe Company;
2. Independent directors’ prior written approval.
The Board of Directors of ADAMA Ltd.
March 27, 2024