ADAMA Ltd.
Special Report on Amounts due from theControlling Shareholder, Ultimate Controller and Other RelatedParties
For the year ended December 31, 2023
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Note: The Special Report on Amounts due from the Controlling Shareholder, Ultimate Controller and OtherRelated Parties will be issued in Chinese. This special explanation is English translation prepared for theCompany's management review purpose only and cannot be provided to third parties for other purpose. Ifthere is any conflict between the Chinese and English version, the Chinese version shall prevail.
Special Report on Amounts due from the Controlling Shareholder,
Ultimate Controller and Other Related PartiesFor the year ended December 31, 2023 of
ADAMA Ltd.
De Shi Bao (Han) Zi (24) No.Q00753
To the Board of Directors of ADAMA Ltd.:
We are entrusted to audit the financial statements of ADAMA Ltd. (hereinafter referred to as"ADAMA"), which comprise consolidated and the Company's balance sheets as at 31 December 2023,and consolidated and the Company's income statements, consolidated and the Company's statements ofchanges in shareholders' equity and consolidated and the Company's cash flow statements for the yearthen ended (hereinafter referred to as the Company's financial statements for the year of 2023, and haveissued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (24) No. P02683) on March25, 2024.
ADAMA has prepared the accompanying summary statement of amounts due from the controllingshareholder, Ultimate Controller and other related parties for the year of 2023 (hereinafter referred toas the "summary statement") in accordance with the Guidelines for the Supervision of ListedCompanies No. 8 - Regulatory Requirements for Capital Transactions and External Guarantees ofListed Companies issued by the China Securities Regulatory Commission, the Ministry of PublicSecurity, the State-owned Assets Supervision and Administration Commission of the State Council andthe China Banking and Insurance Regulatory Commission.
The management of ADAMA is responsible for the faithful preparation and disclosure of the summarystatement that give a true, legal and complete view. We have compared the summary statement and theaccounting information reviewed by us in the audit of ADAMA's financial statements for the year of2023 along with the audited financial statements, and found that no discrepancies, in all material aspects,were identified. We have not performed additional audit procedures against the information stated inthe summary statement except those relevant to the related party transactions in the audit of ADAMA'sfinancial statements for the year of 2023 in accordance with China Standards on Auditing.
The accompanying summary statement shall be read with the audited financial statements as a wholefor a better understanding of ADAMA's amount due form the controlling shareholders and other relatedparties for the year of 2023.
The explanation is used for the presentation of amount due from the controlling shareholders and otherrelated parties for the year of 2023 to the securities regulator only, and for no other purpose.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public AccountantShanghai, China Ji Yuting
Chinese Certified Public AccountantZhao Jingyuan
March 25, 2024
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Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
for the Year of 2023 of ADAMA Ltd.
Unit: RMB’000
Non-operating fund flows/transaction and corresponding balances due from related parties | Name of Related Party | Relation between Related Party and the Listed Company | Name of Account | Opening Balance of Amount Due from related party | Addition amount in 2023 (exclude interest arising from the principle balance) | Interest arising from the principle balance of amount due from related parties in 2023 (If applicable) | The repayment amount in 2023 | Closing Balance of Amount Due from related party | Reason of fund flows /transactions | Nature of the fund flows /transaction |
Controlling Shareholder, Ultimate Controller and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Former Controlling Shareholder, Ultimate Controller and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Other related parties and its affiliated entities | - | - | - | - | - | - | - | - | - | - |
sub-total | - | - | - | - | - | - | - | - | - | - |
Total | - | - | - | - | - | - | - | - | - | - |
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Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
for the Year of 2023 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Other fund flows/transaction and corresponding balances due from related parties | Name of Related Party | Relation between Related Party and the Listed Company | Name of Account | Opening Balance of Amount Due from related party | Addition amount in 2023 (exclude interest arising from the principle balance) | Interest arising from the principle balance of amount due from related parties in 2023 (If applicable) | The repayment amount in 2023 and currency translation adjustments | Closing Balance of Amount Due from related party | Reason of fund flows /transactions | Nature of the fund flows /transaction |
Sinochem Finance Corporation | Legal person controlled by controlling shareholder | Cash at bank and on hand | 417,661 | 712,667 | 4,287 | 568,991 | 565,624 | Deposit | Operational | |
Syngenta AG and its subsidiaries | Legal person controlled by controlling shareholder | Accounts receivables | 352,315 | 1,294,614 | - | 1,498,774 | 148,155 | Sale of goods/ Service rendered | Operational | |
Syngenta AG and its subsidiaries | Legal person controlled by controlling shareholder | Prepayments | 13,663 | 1,234,179 | - | 1,247,692 | 150 | Prepayment for goods and services | Operational | |
Syngenta AG and its subsidiaries | Legal person controlled by controlling shareholder | Other receivables | 17 | - | - | 17 | - | Sale of goods/ Service rendered | Operational | |
Jiangsu Huaihe Chemical Co., Ltd. | Legal person controlled by controlling shareholder | Prepayments | 19,170 | 205,890 | - | 225,060 | - | Prepayment for goods and services | Operational | |
Jiangsu Huaihe Chemical Co., Ltd. | Legal person controlled by controlling shareholder | Accounts receivables | - | 239,530 | - | 239,530 | - | Sale of goods/ Service rendered | Operational | |
Zhonglan Lianhai Design Institute Co., Ltd. | Legal person controlled by controlling shareholder | Prepayments | 239 | 811 | - | 1,050 | - | Purchase of fixed assets and other assets | Operational | |
Zhonglan International Chemical Co. Ltd | Legal person controlled by controlling shareholder | Prepayments | 537 | 93,400 | - | 93,440 | 497 | Prepayment for goods and services | Operational | |
Sinofert | Legal person controlled by controlling shareholder | Accounts receivables | 304 | 135,456 | - | 135,760 | - | Sale of goods/ Service rendered | Operational | |
Shenyang Shenhua Institute Testing Technology Co., Ltd. | Legal person controlled by controlling shareholder | Prepayments | - | 1 | - | - | 1 | Prepayment for goods and services | Operational | |
Henan Junhua Development Co. Ltd. | Legal person controlled by controlling shareholder | Accounts receivables | - | 47 | - | 47 | - | Sale of goods/ Service rendered | Operational | |
MAP (Sinochem Agriculture Holdings Ltd) | Legal person controlled by controlling shareholder | Accounts receivables | - | 11,838 | - | 11,838 | - | Sale of goods/ Service rendered | Operational | |
Jiangsu Ruixiang Chemical Co., LTD . | Legal person controlled by controlling shareholder | Prepayments | 4 | - | - | - | 4 | Prepayment for goods and services | Operational | |
Shandong Dacheng Agrochemical Company Limited | Legal person controlled by controlling shareholder | Prepayments | - | 340 | - | - | 340 | Prepayment for goods and services | Operational | |
Liaocheng Luxi Polyol New Material Technology Co. Ltd. | Legal person controlled by controlling shareholder | Prepayments | - | 895 | - | - | 895 | Prepayment for goods and services | Operational | |
Liaocheng Luxi Methylamine Chemical Co. Ltd. | Legal person controlled by controlling shareholder | Prepayments | - | 17 | - | - | 17 | Prepayment for goods and services | Operational | |
Jingzhou Sanonda Holdings Co.,Ltd. | Legal person controlled by controlling shareholder | Other non-current assets | 52 | - | - | 31 | 21 | Prepayment for goods and services | Operational | |
Beijing Guangyuan Yinong Chemical Co., LTD | Legal person controlled by controlling shareholder | Accounts receivables | - | 1,336 | - | 1,335 | 1 | Sale of goods/ Service rendered | Operational | |
Jiangsu Yangnong Chemical Co., LTD . and its subsidiaries | Legal person controlled by controlling shareholder | Accounts receivables | 4,089 | 102,716 | - | 104,019 | 2,786 | Sale of goods/ Service rendered | Operational | |
Jiangsu Yangnong Chemical Co., LTD . and its subsidiaries | Legal person controlled by controlling shareholder | Prepayments | 780 | 260,439 | - | 243,915 | 17,304 | Prepayment for goods and services | Operational | |
Sub-total | 808,831 | 4,294,176 | 4,287 | 4,371,499 | 735,795 |
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Summary Statement of Amounts due from the Controlling Shareholder, Ultimate Controller and Other Related Parties
for the Year of 2023 of ADAMA Ltd. – (cont’d)
Unit: RMB’000
Subsidiaries of the Company and their affiliates | ADAMA (Beijing) Agricultural Solutions Ltd. | Subsidiaries of listed companies | Accounts receivables | 8,055 | 33,683 | - | 41,710 | 28 | Sale of goods/ Service rendered | Operational |
ADAMA CELSIUS B V CURACAO BRANCH | Subsidiaries of listed companies | Accounts receivables | 536,648 | 798,620 | - | 327,067 | 1,008,201 | Sale of goods/ Service rendered | Operational | |
Jiangsu Anpon International Trading Co., Ltd. | Subsidiaries of listed companies | Accounts receivables | - | 268 | - | - | 268 | Sale of goods/ Service rendered | Operational | |
PT ROYAL AGRO INDONESIA | Subsidiaries of listed companies | Accounts receivables | 3,898 | 4,066 | - | 7,964 | - | Sale of goods/ Service rendered | Operational | |
Hubei Sanonda Foreign Trading Co., Ltd. | Subsidiaries of listed companies | Accounts receivables | - | 408 | - | 408 | - | Sale of goods/ Service rendered | Operational | |
ADAMA Anpon (Jiangsu) Ltd. | Subsidiaries of listed companies | Other receivables | 11,611 | - | - | - | 11,611 | Sale of goods/ Service rendered | Operational | |
ADAMA Anpon (Jiangsu) Ltd. | Subsidiaries of listed companies | Non-current assets due within one year & Other non-current assets | 250,000 | 125,000 | 6,042 | 131,042 | 250,000 | Borrowings to subsidiaries | Non-Operational | |
Other related parties and its affiliated entities | Jiangsu Huifeng Agrochemical Co. Ltd. and its subsidiaries | Minority shareholder and its subsidiaries | Accounts receivables | 13,172 | 86,687 | - | 77,498 | 22,361 | Sale of goods/ Service rendered | Operational |
Jiangsu Huifeng Agrochemical Co. Ltd. and its subsidiaries | Minority shareholder and its subsidiaries | Prepayments | - | 28,051 | - | 26,521 | 1,530 | Prepayment for goods and services | Operational | |
Innovaroma SA | Joint ventures | Accounts receivables | 25,727 | 87,488 | - | 89,708 | 23,507 | Sale of goods/ Service rendered | Operational | |
Total | 1,657,942 | 5,458,447 | 10,329 | 5,073,417 | 2,053,301 |
Legal representative | Chief of accounting work | Chief of accounting organ |