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安道麦B:控股股东、实际控制人及其他关联方资金占用情况的专项说明(英文版) 下载公告
公告日期:2024-03-27

ADAMA Ltd.

Special Report on Amounts due from theControlling Shareholder, Ultimate Controller and Other RelatedParties

For the year ended December 31, 2023

- 1 -

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 partiesName of Related PartyRelation between Related Party and the Listed CompanyName of AccountOpening Balance of Amount Due from related partyAddition 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 2023Closing Balance of Amount Due from related partyReason of fund flows /transactionsNature 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 partiesName of Related PartyRelation between Related Party and the Listed CompanyName of AccountOpening Balance of Amount Due from related partyAddition 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 adjustmentsClosing Balance of Amount Due from related partyReason of fund flows /transactionsNature of the fund flows /transaction
Sinochem Finance CorporationLegal person controlled by controlling shareholderCash at bank and on hand417,661712,6674,287568,991565,624DepositOperational
Syngenta AG and its subsidiariesLegal person controlled by controlling shareholderAccounts receivables352,3151,294,614-1,498,774148,155Sale of goods/ Service renderedOperational
Syngenta AG and its subsidiariesLegal person controlled by controlling shareholderPrepayments13,6631,234,179-1,247,692150Prepayment for goods and servicesOperational
Syngenta AG and its subsidiariesLegal person controlled by controlling shareholderOther receivables17--17-Sale of goods/ Service renderedOperational
Jiangsu Huaihe Chemical Co., Ltd.Legal person controlled by controlling shareholderPrepayments19,170205,890-225,060-Prepayment for goods and servicesOperational
Jiangsu Huaihe Chemical Co., Ltd.Legal person controlled by controlling shareholderAccounts receivables-239,530-239,530-Sale of goods/ Service renderedOperational
Zhonglan Lianhai Design Institute Co., Ltd.Legal person controlled by controlling shareholderPrepayments239811-1,050-Purchase of fixed assets and other assetsOperational
Zhonglan International Chemical Co. LtdLegal person controlled by controlling shareholderPrepayments53793,400-93,440497Prepayment for goods and servicesOperational
SinofertLegal person controlled by controlling shareholderAccounts receivables304135,456-135,760-Sale of goods/ Service renderedOperational
Shenyang Shenhua Institute Testing Technology Co., Ltd.Legal person controlled by controlling shareholderPrepayments-1--1Prepayment for goods and servicesOperational
Henan Junhua Development Co. Ltd.Legal person controlled by controlling shareholderAccounts receivables-47-47-Sale of goods/ Service renderedOperational
MAP (Sinochem Agriculture Holdings Ltd)Legal person controlled by controlling shareholderAccounts receivables-11,838-11,838-Sale of goods/ Service renderedOperational
Jiangsu Ruixiang Chemical Co., LTD .Legal person controlled by controlling shareholderPrepayments4---4Prepayment for goods and servicesOperational
Shandong Dacheng Agrochemical Company LimitedLegal person controlled by controlling shareholderPrepayments-340--340Prepayment for goods and servicesOperational
Liaocheng Luxi Polyol New Material Technology Co. Ltd.Legal person controlled by controlling shareholderPrepayments-895--895Prepayment for goods and servicesOperational
Liaocheng Luxi Methylamine Chemical Co. Ltd.Legal person controlled by controlling shareholderPrepayments-17--17Prepayment for goods and servicesOperational
Jingzhou Sanonda Holdings Co.,Ltd.Legal person controlled by controlling shareholderOther non-current assets52--3121Prepayment for goods and servicesOperational
Beijing Guangyuan Yinong Chemical Co., LTDLegal person controlled by controlling shareholderAccounts receivables-1,336-1,3351Sale of goods/ Service renderedOperational
Jiangsu Yangnong Chemical Co., LTD . and its subsidiariesLegal person controlled by controlling shareholderAccounts receivables4,089102,716-104,0192,786Sale of goods/ Service renderedOperational
Jiangsu Yangnong Chemical Co., LTD . and its subsidiariesLegal person controlled by controlling shareholderPrepayments780260,439-243,91517,304Prepayment for goods and servicesOperational
Sub-total808,8314,294,1764,2874,371,499735,795

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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 affiliatesADAMA (Beijing) Agricultural Solutions Ltd.Subsidiaries of listed companiesAccounts receivables8,05533,683-41,71028Sale of goods/ Service renderedOperational
ADAMA CELSIUS B V CURACAO BRANCHSubsidiaries of listed companiesAccounts receivables536,648798,620-327,0671,008,201Sale of goods/ Service renderedOperational
Jiangsu Anpon International Trading Co., Ltd.Subsidiaries of listed companiesAccounts receivables-268--268Sale of goods/ Service renderedOperational
PT ROYAL AGRO INDONESIASubsidiaries of listed companiesAccounts receivables3,8984,066-7,964-Sale of goods/ Service renderedOperational
Hubei Sanonda Foreign Trading Co., Ltd.Subsidiaries of listed companiesAccounts receivables-408-408-Sale of goods/ Service renderedOperational
ADAMA Anpon (Jiangsu) Ltd.Subsidiaries of listed companiesOther receivables11,611---11,611Sale of goods/ Service renderedOperational
ADAMA Anpon (Jiangsu) Ltd.Subsidiaries of listed companiesNon-current assets due within one year & Other non-current assets250,000125,0006,042131,042250,000Borrowings to subsidiariesNon-Operational
Other related parties and its affiliated entitiesJiangsu Huifeng Agrochemical Co. Ltd. and its subsidiariesMinority shareholder and its subsidiariesAccounts receivables13,17286,687-77,49822,361Sale of goods/ Service renderedOperational
Jiangsu Huifeng Agrochemical Co. Ltd. and its subsidiariesMinority shareholder and its subsidiariesPrepayments-28,051-26,5211,530Prepayment for goods and servicesOperational
Innovaroma SAJoint venturesAccounts receivables25,72787,488-89,70823,507Sale of goods/ Service renderedOperational
Total1,657,9425,458,44710,3295,073,4172,053,301
Legal representativeChief of accounting workChief of accounting organ

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