ADAMA Ltd. Semi-Annual Report 2025
ADAMA LTD.
SEMI-ANNUAL REPORT 2025
ADAMA Ltd. is a global leader in crop protection, providing solutions to farmers across theworld to combat weeds, insects and disease. ADAMA has one of the widest and mostdiverse portfolios of active ingredients in the world, state-of-the art R&D, manufacturing andformulation facilities, together with a culture that empowers our people in markets aroundthe world to listen to farmers and ideate from the field. This uniquely positions ADAMA tooffer a vast array of distinctive mixtures, formulations and high-quality differentiated products,delivering solutions that meet local farmer and customer needs in dozens of countriesglobally, with direct presence in all top 20 markets.Please see important additional information and further details included in the Annex.
August 2025
ADAMA Ltd. Semi-Annual Report 2025
Section I - Important Notice, Table of Contents and Definitions
? The Company’s Board of Directors, Board of Supervisors, directors, supervisors and
senior managers confirm that the content of the Report is true, accurate and completeand contains no false statement, misleading presentations or material omissions, andassume joint and several legal liability arising therefrom.? Ga?l Hili, the person in charge of the Company (President and Chief Executive Officer)
as well as its legal representative, and Efrat Nagar, the person leading the accountingfunction (Chief Financial Officer), hereby assert and confirm the truthfulness, accuracyand completeness of the Financial Report.? All the Company’s directors attended the board meeting for the review of this Report.? The forward-looking information described in this Report, such as future plans,
development strategy, market trends and their effect etc., does not constitute, in anymanner whatsoever, a substantial commitment of the Company to investors. Investorsand other relevant people are cautioned to be sufficiently mindful of investment risksas well as the difference between plans, forecasts and commitments.? The Company has described its possible risks in “X - Risks Facing the Company and
Countermeasures” under Section III herein. The major risks of the Company include,among others, exchange rate fluctuations; exposure to interest rate, Israel CPI andNIS exchange rate fluctuations; fluctuations in raw material inputs and prices, and insales. Investors and other relevant people are cautioned to be sufficiently mindful ofinvestment risks. For the complete “Risks Facing the Company and Countermeasures”of the Company, please see the relevant section below.? For the Reporting Period, the Company does not plan to distribute cash dividends or
bonus shares or convert capital reserve into share capital.? This Report and its Abstract have been prepared in both Chinese and English. Should
there be any discrepancies between the two versions, the Chinese version shall prevail.
ADAMA Ltd. Semi-Annual Report 2025
Table of Contents
Section I - Important Notice, Table of Contents and Definitions ...... 2
Section II - Corporate Profile and Financial Results ...... 6
Section III - Performance Discussion and Analysis ...... 9
Section IV - Corporate Governance, Environment and Society ...... 33
Section V - Significant Events ...... 35
Section VI - Share Changes and Shareholders ...... 77
Section VII - Bonds ...... 82
Section VIII - Financial Report ...... 83
Section VIIII – Other Reported Data ...... 204
ADAMA Ltd. Semi-Annual Report 2025
Documents Available for Reference
(I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of theAccounting Organ;(II) Originals of all Company’s documents previously disclosed in media designated by the CSRC as well as the originalsof all the public notices, were deposited in the Company’s office.
ADAMA Ltd. Semi-Annual Report 2025
Definitions
| General Terms | Definition |
Company, the Company
| Company, the Company | ADAMA Ltd. |
Adama Solutions
| Adama Solutions | Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, incorporated in Israel according to its laws |
Anpon, ADAMA Anpon
| Anpon, ADAMA Anpon | ADAMA Anpon (Jiangsu) Ltd., a wholly-owned subsidiary of the Company, incorporated in China according to its laws |
ADAMA Huifeng
| ADAMA Huifeng | ADAMA Huifeng (Jiangsu) Ltd., a 51% owned subsidiary of the Company, incorporated in China according to its laws |
Board of Directors/Board
| Board of Directors/Board | The Board of Directors of the Company |
Board of Supervisors
| Board of Supervisors | The Board of Supervisors of the Company |
Group, the Group, ADAMA
| Group, the Group, ADAMA | The Company, including all its subsidiaries, unless expressly stated otherwise |
ChemChina
| ChemChina | China National Chemical Co., Ltd. |
ChemChina-SyngentaTransaction
| ChemChina-Syngenta Transaction | The acquisition of Syngenta AG by ChemChina in 2017 |
CNAC
| CNAC | China National Agrochemical Co., Ltd., the indirect controlling shareholder of the Company, a wholly-owned subsidiary of ChemChina |
CSRC
| CSRC | China Securities Regulatory Commission |
SZSE
| SZSE | Shenzhen Stock Exchange |
SASAC
| SASAC | State Assets Supervision and Administration Commission of China |
Syngenta Group
| Syngenta Group | Syngenta Group Co., Ltd, the controlling shareholder of the Company as of June 15, 2020, a wholly-owned subsidiary of CNAC |
Sinochem Holdings
| Sinochem Holdings | Sinochem Holdings Corporation Ltd. |
Sinochem Group
| Sinochem Group | Sinochem Holdings including all its subsidiaries unless otherwise indicated or the context otherwise requires |
Report
| Report | This 2025 Semi-Annual Report |
Reporting Period, this Period
| Reporting Period, this Period | January 1, 2025 - June 30, 2025 |
2024 Annual Report
| 2024 Annual Report | The Company’s 2024 Annual Report published on March 14, 2025 |
ADAMA Ltd. Semi-Annual Report 2025
Section II - Corporate Profile and Financial ResultsI. Corporate Information
| Stock name | ADAMA A, ADAMA B | Stock code | 000553, 200553 |
| Stock exchange | Shenzhen Stock Exchange | ||
| Company name in Chinese | 安道麦股份有限公司 | ||
| Abbr. | 安道麦 | ||
| Company name in English (if any) | ADAMA Ltd. | ||
| Abbr. (if any) | ADAMA | ||
| Legal representative | Ga?l Hili | ||
II. Contact Information
III. Other Information
1. Ways to Contact the Company
Indicate by tick mark whether any changes occurred to the registered address, office address and theirpostal codes, website address and email address of the Company during the Reporting Period.
□ Applicable √ Not applicable
No changes occurred to the said information during the Reporting Period, which can be found in the 2024Annual Report.
2. Information Disclosure Media and Place where this Report is KeptIndicate by tick mark whether any changes occurred to the information disclosure media and the placewhere this Report is kept during the Reporting Period.
□ Applicable √ Not applicable
The newspapers designated by the Company for information disclosure, the website designated by theCSRC for the publication of this Report and the location where this Report is kept did not change during
| Board Secretary | Securities Affairs Representative & Investor Relations Manager | |
| Name | Guo Zhi | Wang Zhujun |
| Address | 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing | |
| Tel. | 010-56718110 | 010-56718110 |
| Fax | 010-59246173 | 010-59246173 |
| irchina@adama.com | irchina@adama.com | |
ADAMA Ltd. Semi-Annual Report 2025
the Reporting Period. Said information can be found in the 2024 Annual Report.
3. Other Relevant Documents
Indicate by tick mark whether any changes occurred to the relevant documents during the ReportingPeriod.
□ Applicable √ Not applicable
IV. Main Accounting Data and Financial ResultsIndicate by tick mark whether the Company needs to retroactively adjust or restate any of its accountingdata.
□ Yes √ No
| January - June 2025 | January - June 2024 | YoY +/- (%) | |
| Operating revenues (RMB’000) | 15,024,200 | 14,910,289 | 0.76% |
| Net loss attributable to shareholders of the Company (RMB’000) | (80,352) | (894,866) | 91.02% |
| Net loss attributable to shareholders of the Company excluding non-recurring profit and loss (RMB’000) | (149,757) | (947,055) | 84.19% |
| Net cash flow from (used in) operating activities (RMB’000) | 1,738,578 | 1,731,118 | 0.43% |
| Basic EPS (RMB/share) | (0.0345) | (0.3841) | 91.02% |
| Diluted EPS (RMB/share) | NA | NA | NA |
| Weighted average return on net assets | (0.42%) | (4.17%) | 3.75 pp |
| End of Reporting Period | End of last year | +/- (%) | |
| Total assets (RMB’000) | 50,703,250 | 50,059,777 | 1.29% |
| Net assets attributable to shareholders (RMB’000) | 18,905,044 | 18,991,094 | -0.45% |
V. Differences in Accounting Data under Domestic and Foreign Accounting
Standards
1. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under
Chinese and International Accounting Standards
□ Applicable √ Not applicable
None during the Reporting Period.
2. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under
Chinese and Foreign Accounting Standards
□ Applicable √ Not applicable
None during the Reporting Period.
3. Reason for accounting data differences under Chinese and Foreign Accounting Standards
□ Applicable √ Not applicable
ADAMA Ltd. Semi-Annual Report 2025
VI. Non-Recurring Profit/Loss
√ Applicable □ Not applicable
Unit: RMB’000
| Item | Reporting Period | Note |
| Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions) | 5,054 | |
| Government grants recognized through profit or loss (excluding government grants closely related to regular operation of the Company and continuously given at a fixed quota or amount in accordance with certain standards) | 5,111 | |
| Recovery or reversal of provision for bad debts which is assessed individually during the years | 38,147 | |
| Post vesting cash share based payment revaluation | 7,578 | |
| Gains or losses arising from the holding or disposal of financial assets or financial liabilities by non-financial corporations, except for effective hedging related to the normal operating of the Company | 30,714 | |
| Other non-operating income and expenses other than the above | 1,820 | |
| Other profit or loss that meets the definition of non-recurring profit or loss | - | |
| Less: Income tax effects | 19,019 | |
| Total | 69,405 |
Details of other profit and loss items that meet the definition of non-recurring profit or loss.
□ Applicable √ Not applicable
No such cases in the Reporting Period.
Explanation whether the Company has classified an item as non-recurring profit/loss according to thedefinition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering TheirSecurities to the Public - Non-Recurring Profit and Loss, and reclassified any non-recurring profit/lossitem given as an example in the said explanatory announcement to recurrent profit/loss
□ Applicable √ Not applicable
No such cases in the Reporting Period.
ADAMA Ltd. Semi-Annual Report 2025
Section III - Performance Discussion and Analysis
I. Main Business of the Company during the Reporting PeriodThe Company is a corporation incorporated in the People's Republic of China.The Group is a global leader in crop protection, engaging in the development, manufacturing andcommercialization of a wide range of crop protection products, that are largely off-patent. The Groupprovides solutions to farmers to combat weeds, insects and disease, and sells its products in dozens ofcountries globally, with direct presence in all top 20 markets.The Group's business model integrates end-customer access, regulatory expertise, state-of-the art globalR&D, production and formulation facilities, thereby providing the Group a significant competitive edgeand allowing it to launch new and differentiated products that meet local farmers and customer needs inkey markets.The Group's primary operations are global, spanning activities in Europe, Africa & Middle East (EAME),North America, Latin America and Asia-Pacific (including China).The Group also utilizes its expertise to adapt such products also for the development, manufacturing andcommercialization of similar products for non-agricultural purposes (Consumer and ProfessionalSolutions).In addition, the Group leverages its core capabilities in the agricultural and chemical fields and operatesin several other non-agricultural areas, none of which, individually, is material for the Group. Theseactivities, collectively reported as Intermediates and Ingredients, include primarily, (a) the manufacturingand marketing of dietary supplements, food colors, texture and flavor enhancers, and food fortificationingredients; (b) fragrance products for the perfume, cosmetics, body care and detergents industries; (c)the manufacturing of industrial products and (d) other non-material activities.ADAMA Group is a distinctive member of Syngenta Group, a world leader in agricultural inputs, spanningcrop protection, seeds, fertilizers, additional agricultural and digital technologies, as well as an advanceddistribution network in China.The General Crop Protection Market EnvironmentIn H1 2025 channel inventory returned to pre-pandemic levels in most countries, allowing crop protectiondemand recovery. Pricing pressure remains high, driven by production over-capacity of active ingredients.Crop commodity prices remain stably low and coupled with the high-interest rate environment, farmerprofitability remains tight leading to just-in-time purchasing patterns.Crop Protection ProductsAs described within the Company’s 2024 Annual Report, the Group is focused on the development,manufacturing and commercialization of largely off-patent crop protection products, which are generallyherbicides, insecticides and fungicides, which protect agricultural and other crops against weeds, insectsand disease, respectively. Since the publication of the 2024 Annual Report, no major changes occurredwith that respect. For details, please refer to 2024 Annual Report.Please see important additional information and further details included in the Annex.
ADAMA Ltd. Semi-Annual Report 2025
II. Core Competitiveness Analysis
No significant changes occurred to the core competitiveness of the Company during the Reporting Period.III. Analysis of Main BusinessGeneral Description
Whether it is the same as main business of the Company during the Reporting Period disclosed or not?
√ Yes □ No
Please refer to the relevant information in section “I. Main Business of the Company during the ReportingPeriod” above.Year-on-year changes of main financial data:
| 2025 Apr-June (000’RMB) | Same period of last year (000’RMB) | +/-% | 2025 Apr-June (000’USD) | Same period of last year (000’USD) | +/-% | |
| Operating revenues | 7,851,465 | 7,401,390 | 6.08% | 1,091,791 | 1,041,344 | 4.84% |
| Cost of goods sold | 5,806,542 | 5,785,722 | 0.36% | 807,427 | 814,027 | -0.81% |
| Selling and Distribution expenses | 1,024,305 | 1,282,638 | -20.14% | 142,442 | 180,460 | -21.07% |
| General and administrative expenses | 362,102 | 256,008 | 41.44% | 50,358 | 36,019 | 39.81% |
| R&D expenses | 112,949 | 106,255 | 6.30% | 15,708 | 14,948 | 5.08% |
| Financial Expenses | 1,002,189 | 256,483 | 290.74% | 139,326 | 36,099 | 285.96% |
| Gain (loss) from Changes in Fair Value | 345,010 | (47,557) | 825.47% | 47,976 | (6,691) | 817.02% |
| Total Net Financial Expenses | 657,179 | 304,040 | 116.15% | 91,350 | 42,790 | 113.48% |
| Loss before tax | (257,578) | (420,137) | 38.69% | (35,786) | (59,123) | 39.47% |
| Tax expenses (income) | (26,095) | 247,124 | -110.56% | (3,629) | 34,770 | -110.44% |
| Net loss | (231,483) | (667,261) | 65.31% | (32,157) | (93,893) | 65.75% |
| EBITDA | 933,527 | 539,027 | 73.19% | 129,812 | 75,841 | 71.16% |
| Net cash flows from operating activities | 1,945,446 | 2,466,280 | -21.12% | 270,524 | 346,996 | -22.04% |
| Net cash flows used in investing activities | (372,808) | (342,006) | -9.01% | (51,841) | (48,119) | -7.73% |
| Net cash flows used in financing activities | (1,890,259) | (1,861,463) | -1.55% | (262,850) | (261,900) | -0.36% |
| Net increase (decrease) in cash and cash equivalents | (320,875) | 291,925 | -209.92% | (43,437) | 38,648 | -212.39% |
ADAMA Ltd. Semi-Annual Report 2025
| Reporting Period (000’RMB) | Same period of last year (000’RMB) | +/-% | Reporting Period (000’USD) | Same period of last year (000’USD) | +/-% | |
| Operating revenues | 15,024,200 | 14,910,289 | 0.76% | 2,091,331 | 2,098,494 | -0.34% |
| Cost of goods sold | 11,030,173 | 11,474,074 | -3.87% | 1,535,355 | 1,614,867 | -4.92% |
| Selling and Distribution expenses | 1,975,668 | 2,363,376 | -16.40% | 275,013 | 332,614 | -17.32% |
| General and administrative expenses | 734,867 | 536,266 | 37.03% | 102,302 | 75,475 | 35.54% |
| R&D expenses | 216,793 | 218,107 | -0.60% | 30,177 | 30,695 | -1.69% |
| Financial Expenses | 1,024,340 | 623,647 | 64.25% | 142,429 | 87,804 | 62.21% |
| Loss from Changes in Fair Value | (6,493) | (196,492) | 96.70% | (1,007) | (27,659) | 96.36% |
| Total Net Financial Expenses | 1,030,833 | 820,139 | 25.69% | 143,436 | 115,463 | 24.23% |
| Loss before tax | (125,579) | (571,430) | 78.02% | (17,403) | (80,433) | 78.36% |
| Tax expenses (income) | (45,227) | 323,436 | -113.98% | (6,295) | 45,514 | -113.83% |
| Net loss | (80,352) | (894,866) | 91.02% | (11,108) | (125,947) | 91.18% |
| EBITDA | 1,964,239 | 1,394,754 | 40.83% | 273,447 | 196,317 | 39.29% |
| Net cash flows from operating activities | 1,738,578 | 1,731,118 | 0.43% | 241,697 | 243,495 | -0.74% |
| Net cash flows used in investing activities | (635,095) | (814,956) | 22.07% | (88,391) | (114,703) | 22.94% |
| Net cash flows used in financing activities | (1,367,061) | (1,844,670) | 25.89% | (189,941) | (259,536) | 26.82% |
| Net decrease in cash and cash equivalents | (268,278) | (886,478) | 69.74% | (35,403) | (128,632) | 72.48% |
Major changes to the profit structure or sources of the Company in the Reporting Period:
□ Applicable √ Not applicable
None during the Reporting Period.
ADAMA Ltd. Semi-Annual Report 2025
Analysis of Financial Highlights
(1) Operating Revenues
Revenues in the second quarter increased by approximately 5% (6% in RMB; 5% in CER) to $1,092million, reflecting a volume growth of 8%, more than offsetting a decrease of 3% in prices. The highervolumes reflected the gradual recovery of market demands and improvement of channel inventoriesin most regions, while the Company has been shifting away from selected low profit products andbusinesses. Prices were weak mainly due to low prices of active ingredients in light of overcapacity,as well as a high-interest rate environment and low commodity prices, which put pressure ondistributors and farmers.Supported by the growth of revenues in the second quarter, ADAMA reported flat sales for the firsthalf of 2025 (0% in USD, 1% in RMB, 1% in CER), compared to the first half of 2024. The stabilizationof revenues in the first half was driven by volume growth of 4% offsetting a decrease in prices of 3%.
Unit: RMB’000
| 2025H1 | 2024H1 | YoY +/-% | |||
| Amount | Ratio of the operating revenue | Amount | Ratio of the operating revenue | ||
| Total operating revenue | 15,024,200 | 100.00% | 14,910,289 | 100.0% | 0.8% |
| Classified by industries | |||||
| Manufacture of chemical raw materials and chemical products | 15,024,200 | 100.00% | 14,910,289 | 100.0% | 0.8% |
| Classified by products | |||||
| Herbicides | 6,593,471 | 43.9% | 6,163,343 | 41.3% | 7.0% |
| Fungicides | 3,149,177 | 21.0% | 3,155,230 | 21.2% | -0.2% |
| Insecticides | 3,913,941 | 26.1% | 4,215,471 | 28.3% | -7.2% |
| Ingredients and Intermediates (Formerly referred to as Non-Agro) | 1,367,611 | 9.1% | 1,376,245 | 9.2% | -0.6% |
| Classified by regions | |||||
| Europe, Africa & Middle East (EAME)* | 4,811,339 | 32.0% | 4,935,526 | 33.1% | -2.5% |
| North America | 3,554,544 | 23.7% | 2,941,766 | 19.7% | 20.8% |
| Latin America | 2,609,695 | 17.4% | 2,841,344 | 19.1% | -8.2% |
| Asia-Pacific* | 4,048,622 | 26.9% | 4,191,653 | 28.1% | -3.4% |
* As part of ADAMA’s business optimization program, on January 1, 2025, South Africa was reclassified from the APAC region to EAME.To enable meaningful comparisons, the 2024 data presented here includes South Africa under EAME.Note: the sales split per product category is provided for convenience purposes only, and is not representative of the waythe Company is managed or in which it makes its operational decisions.
Regional Sales Performance in USD
| Q2 2025 $m | Q2 2024 $m | Change USD | H1 2025 $m | H1 2024 $m | Change USD |
Europe, Africa & Middle East (EAME)*
| Europe, Africa & Middle East (EAME)* | 314 | 318 | -1% | 670 | 695 | -4% |
North America
| North America | 276 | 223 | 24% | 495 | 414 | 19% |
Latin America
| Latin America | 216 | 209 | 3% | 363 | 400 | -9% |
Asia Pacific*
| Asia Pacific* | 286 | 292 | -2% | 564 | 590 | -4% |
ADAMA Ltd. Semi-Annual Report 2025
Note: the following analysis of regional sales performance is based on USD results, and the numbers in this table may notsum due to rounding.
Europe, Africa & Middle East (EAME):
Volumes and revenue in Europe have generally improved year-over-year in H1 and were similar in Q2,though EAME results were negatively impacted by significant Q1 declines in Turkey which also impactedH1. Pricing continued to decline in light of intense competition. Weather challenges in Northern Europewere offset by good conditions in France and other countries.North America:
In the US Ag market, reduction of stock in the channel and good weather conditions in key markets suchas corn and soybean led to volume increases. Just-in-time purchasing behavior continues with slightimprovements in prices. Similarly in Canada while AI pricing pressures remain, volumes for ADAMA’soverall portfolio have improved significantly in Q2 and H1. The Consumer & Professional Solutionsexperienced flat Q2 revenues with a slight increase in volume offset by a slight decline in prices. However,for the half-year revenues increased with declining prices more than offset by higher volumes. End usersdid not consume as much inventory as normal due to rain and adverse weather conditions.Latin America:
In Brazil, volumes are up resulting in Q2 revenue improvements, partially offsetting a weaker Q1.Competition remains strong, resulting in lower pricing. In the rest of LATAM pricing pressures continuein light of generics competition and just-in-time purchasing behaviors, with lower volumes and revenuesreported in Q2 and H1.Asia-Pacific:
Sales continue to experience pricing pressure, with declines in Q2 and H1. These declines reflect bothample oversupply and the Company’s decision to optimize regional layouts. In India, irregular weatherincluding flooding in some regions and deficient rainfall in others, impacted sales, though volumesincreased in both the quarter and half year.In China, sales increased both in the second quarter and first half. Non-ag sales increased led by strongchlor-alkali markets with stronger margin due to higher operational efficiency. AI sales also increased,driven by volume growth due to the expansion of new distribution channels and supported by the recoveryof global demand. Lower prices and volumes of branded formulations reflected the impacts of marketcompetition.
| Q2 2025 $m | Q2 2024 $m | Change USD | H1 2025 $m | H1 2024 $m | Change USD |
Of which China
| Of which China | 143 | 121 | 18% | 309 | 275 | 12% |
Total
| Total | 1,092 | 1,041 | 5% | 2,091 | 2,098 | 0% |
ADAMA Ltd. Semi-Annual Report 2025
(2) Cost of Goods Sold:
List of the industries, products or regions which exceed 10% of the operating revenues oroperating profits of the Company as at the Reporting Period
Unit: RMB’000
| Operating revenues | Cost of goods sold | Gross Margin (%) | YoY increase/decrease of the operating revenues | YoY increase/decrease of the cost of goods sold | YoY increase/decrease of the gross margin | |
| Classified by industries | ||||||
| Manufacturing chemical raw materials and chemical products | 15,024,200 | 11,030,173 | 26.6% | 0.8% | -3.9% | 3.5 pp |
| Classified by products | ||||||
| Crop Protection | 13,656,589 | 9,952,759 | 27.1% | 0.9% | -3.9% | 3.7 pp |
| Ingredients and Intermediates | 1,367,611 | 1,077,414 | 21.2% | -0.6% | -3.4% | 2.2 pp |
If the scope of the Company's main business was adjusted during the Reporting Period, the Company'sfinancial data of main business according to the adjusted scope at the end of the reporting period isdisclosed as follows:
□ Applicable √ Not applicable
In the first half of the year, higher volumes also contributed to the increase of gross profits. The lower costof goods sold mainly reflected the positive impacts of improved operational efficiency and lower costs ofinventory sold. The said positive impacts on gross profits and its margin more than compensated for lowerselling prices and the remediation costs by a wholly-owned subsidiary for its plant in Israel in the secondquarter.
(3) Operating Expenses:
Operating expenses include Sales and Marketing, General and Administration and R&D.In the first half of the year, the sales and marketing expenses declined mainly under the positive impactsfollowing implementation of the Fight Forward transformation plan and also because in 2024 there wereone-off expenses related to a legal claim of product liabilities. In the first half of both 2024 and 2025, theCompany continued recording following charges in its sales and marketing expenses at a similar amount,which incurred due to mergers and acquisitions in recent years, mainly: (i) non-cash amortization chargesin respect of transfer assets received from Syngenta related to the 2017 ChemChina-Syngentaacquisition; and (ii) non-cash amortization net charges related to intangible assets created as part of thePurchase Price Allocation (PPA) on acquisitions, with no impact on the ongoing performance of thecompanies acquired. The general and administrative expenses increased in the first half mainly due tothe higher advisory and restructuring costs incurred than last year, which more than offset the positiveimpacts of the Fight Forward plan. Foreign exchanges rates had a positive impact on operating expensesduring the reporting period.Non-operational charges affected the Company’s reported operating expenses amounting to 338 million
ADAMA Ltd. Semi-Annual Report 2025
($ 47 million) in H1 2025 in comparison to RMB 472 million ($ 66 million) in H1 2024. For details of thenon-operational charges, please refer to the Annex to the Report.
(4) Financial Expenses:
“Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as wellas foreign exchange gains/losses on the bonds and other monetary assets and liabilities before theCompany carries out any hedging. The impact of Financial Expenses (before hedging) is RMB 1,024million ($ 142 million) for the first half of 2025 compared to RMB 624 million ($ 88 million) for thecorresponding period in 2024.Given the global nature of its operational activities and the composition of its assets and liabilities, theCompany, in the ordinary course of its business, uses foreign currency derivatives (forwards and options)to hedge the cash flow risks associated with existing monetary assets and liabilities that may be affectedby exchange rate fluctuations. “Gains/Losses from Changes in Fair Value”, which recorded the hedgingcosts and impacts among others amounted to a net loss of RMB 6 million ($ 1 million) in the first half of2025, compared with a net loss of RMB 196 million ($ 28 million) in the corresponding period in 2024.The aggregate of Financial Expenses and Gains/Losses from Changes in Fair Value (hereinafter as“Total Net Financial Expenses”), which more comprehensively reflects the financial expenses of theCompany in supporting its main business and protecting its monetary assets/liabilities, amounts to RMB1,031 million ($ 143 million) in the first half of 2025 compared with RMB 820 million ($ 115 million) in thecorresponding period in 2024.In the first half, Total Net Financial Expenses increased mainly because (i) in 2024 there was a RMB 239million ($34 million) income from revaluation of the put options attributed to minority stakes in controlledsubsidiaries, and (ii) in the second quarter this year a controlled subsidiary repurchased its bond principalas part of strengthening the debt structure, incurring a loss due to the premium between the buybackprice and its issuance price.It should be noted that as mentioned above, a subsidiary of the Company repurchased a significant partof its bond principal in the second quarter for the purpose of improving financing structure and efficiency.As the repurchase was completed late in the quarter, the impacts on improving the financial costs wereminor during the reporting periods.
(5) Cash Flow:
Net cash flows from (used in) operating activities: Operating cash flow of RMB 1,739 million ($ 242million) was generated in the half-year period, compared to RMB 1,731 million ($ 243 million) generatedin the corresponding period last year. The dynamics in the half-year period reflected an improvement incollection, offsetting higher outflow due to higher procurement payments in preparation to capture growthmomentum.Net cash used in investing activities was RMB 635 million ($ 88 million) in the half-year period,compared to RMB 815 million ($ 115 million) in the corresponding period last year. Lower cash used ininvesting activities reflected continued prioritization of investments in ADAMA’s manufacturing facilitiesand portfolio optimization.Free cash flow of RMB 651 million ($ 90 million) was generated in the half-year period compared to RMB364 million ($ 51 million) generated in the corresponding period last year, reflecting the aforementionedoperating and investing cash flow dynamics.
ADAMA Ltd. Semi-Annual Report 2025
Cash Flow from Financing Activities was RMB 1,367 million ($ 190 million) consumed in the half-yearperiod, compared to RMB 1,845 million ($ 260 million) consumed in the corresponding periods last year,mainly reflecting repayment and buyback of debts driven by positive free cash flow while less cash wasutilized to reduce debts compared to last year.
ADAMA Ltd. Semi-Annual Report 2025
IV. Analysis of Non-Core Business
√ Applicable □ Not applicable
Unit: RMB’000
| Amount | Proportion in total profit | Reasons | Whether sustained | |
| Investment income | 5,261 | (4.19%) | No | |
| Loss from change of Fair Value | (6,493) | 5.17% | Mainly from changes in fair value of derivatives. | No |
| Credit impairment losses | (93,679) | 74.60% | Expected credit loss in LATAM due to liquidity issues of some local distributors. | |
| Asset impairment losses | (27,617) | 21.99% | No | |
| Gain from disposal of assets | 5,054 | (4.02%) | No | |
| Non-operating income | 19,219 | (15.30%) | No | |
| Non-operating loss | 12,555 | (10.00%) | No |
V. Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB’000
| End of Reporting Period | End of last year | Change in percentage point (pp) | Reason for significant change | |||
| Amount | As a percentage of total assets (%) | Amount | As a percentage of total assets (%) | |||
| Cash at bank and on hand | 3,497,229 | 6.90% | 3,630,608 | 7.25% | -0.35 pp | - |
| Accounts receivable | 8,100,271 | 15.98% | 7,977,830 | 15.94% | 0.04 pp | - |
| Inventories | 11,612,921 | 22.90% | 11,164,663 | 22.30% | 0.60 pp | - |
| Investment property | 19,689 | 0.04% | 20,509 | 0.04% | 0.00 pp | - |
| Long term equity investments | 35,956 | 0.07% | 30,227 | 0.06% | 0.01 pp | - |
| Fixed assets | 9,588,625 | 18.91% | 9,762,895 | 19.50% | -0.59 pp | - |
| Construction in progress | 1,933,407 | 3.81% | 1,996,892 | 3.99% | -0.18 pp | - |
| Right of use assets | 527,579 | 1.04% | 557,159 | 1.11% | -0.07 pp | - |
| Short-term loans | 6,588,393 | 12.99% | 4,748,720 | 9.49% | 3.50 pp | Loan replacement |
| Accounts payable | 5,440,839 | 10.73% | 4,934,865 | 9.86% | 0.87 pp | - |
| Contract liabilities | 1,491,105 | 2.94% | 1,810,764 | 3.62% | -0.68 pp | - |
| Long-term loans | 1,746,425 | 3.44% | 2,166,625 | 4.33% | -0.89 pp | - |
| Debentures payable | 5,146,703 | 10.15% | 6,320,157 | 12.63% | -2.48 pp | Repurchased part of the bonds |
| Lease liabilities | 599,408 | 1.18% | 610,415 | 1.22% | -0.04 pp | - |
ADAMA Ltd. Semi-Annual Report 2025
2. Main Overseas Assets
√ Applicable □ Not applicable
| Specific contents of the assets | Reason | Scale (Amount) of the assets (RMB’000) | Location | Operation /Management mode | Control measures to guarantee safety of the assets | Net Profit of the assets (RMB’000) | Proportion of overseas assets out of total net assets (%) | Significant impairment risk? |
| Equity investment in Adama Solutions | Acquired through Major Assets Restructuring | 15,552,902 | Israel and globally | Corporate Governance | Corporate Governance | (251,820) | 82% | No |
| Other explanations | N/A | |||||||
3. Assets and Liabilities Measured at Fair Value
√ Applicable □ Not applicable
Unit: RMB’000
| Item | Opening balance | Profit/loss on fair value changes in the Reporting Period | Cumulative fair value changes charged to equity | Impairment provided in the Reporting Period | Purchased in the Reporting Period | Sold in the Reporting Period | Others | Closing balance |
| Financial assets | ||||||||
| 1.Financial assets held for trading (excluding derivative financial assets) | 1,035 | - | - | - | 1,012 | - | - | 2,047 |
| 2.Derivative financial assets (including long term) | 483,822 | 117,458 | (56,692) | - | 568,787 | (249,969) | - | 863,406 |
| 3.Other equity investments | 131,473 | - | (304) | - | - | - | - | 131,169 |
| Total financial assets | 616,330 | - | (56,996) | - | 569,799 | (249,969) | - | 996,622 |
| Other | 205,059 | - | - | - | 7,962 | (50,790) | - | 162,231 |
| Total of above | 821,389 | 117,458 | (56,996) | - | 577,761 | (300,759) | - | 1,158,853 |
| Financial liabilities | 278,580 | 186,587 | - | - | - | - | - | 465,167 |
Significant changes in the measurement attributes of the main assets in the Reporting Period
□ Yes √ No
4. Limitation on Asset Rights as of End of the Reporting PeriodAt the end of this Reporting Period, restricted assets included RMB 181,544,000 - restricted cash, mostof which as guarantee for bank acceptance bills; and RMB 146,565,000 of other non-current assets,mainly as guarantee for lawsuits.
ADAMA Ltd. Semi-Annual Report 2025
VI. Investments Made
1. Overall Condition of the Total Investments Made
√ Applicable □ Not applicable
| Investment during the Reporting Period (RMB'000) | Investment during the Same Period Last Year (RMB'000) | +/-% YoY |
| 16,137,558 | 22,170,519 | -27.21% |
2. Significant Equity Investments during the Reporting Period
□ Applicable √ Not applicable
3. Significant Non-Equity Investments executed during the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Investments in Securities
□ Applicable √ Not applicable
None during the Reporting Period.
ADAMA Ltd. Semi-Annual Report 2025
(2) Investments in Derivative Financial Instruments
√ Applicable □ Not applicable
(1) Investment in Derivative Financial Instruments for Hedging during the Reporting Period
√ Applicable □ Not Applicable
Unit: 000 RMB
| Investment Type | Initial Investment | Opening Balance | Profit/loss on fair value changes in the Reporting Period | Cumulative fair value changes charged to equity | Purchased in the Reporting Period | Sold in the Reporting Period | Closing Balance | Percentage of investment amount divided by net asset at end of the period |
| Option | 2,029,357 | 2,029,357 | (20,738) | (28,273) | 2,025,884 | 2,029,357 | 2,025,884 | 10.7% |
| Forward | 19,405,343 | 19,405,343 | (48,391) | (65,970) | 14,111,674 | 19,405,343 | 14,111,674 | 74.6% |
| Total | 21,434,700 | 21,434,700 | (69,129) | (94,243) | 16,137,558 | 21,434,700 | 16,137,558 | 85.3% |
| Explanation of accounting policies and specific accounting principles for hedging during the reporting period, and any significant changes compared with last reporting period | Please refer to section VIII of this Report, note III. 32.1 for the disclosure of the accounting policies for hedging. There is no change in the accounting policies for hedging during the reporting period. | |||||||
| Explanations about actual gain/loss during the Reporting Period | The loss during the year was RMB 94,243,000 compared to a loss of RMB 178,050,000 in the same period last year. The loss was mainly due to the devaluation of the USD by 12% vs. the BRL and by 11% vs. the EUR, offset by devaluation of the USD by 7.5% vs. ILS. | |||||||
| Explanations for hedging effect | Despite of the loss incurred from the hedging transactions, which include the gains or losses from changes in the fair value of the derivatives, the gains or losses from the disposal of the derivatives and the hedging costs, the Group has effectively mitigated the impact from the exchange rate fluctuations during the year. | |||||||
| Source of fund for the derivatives investment | Internal. | |||||||
| Risk and control analysis for the Reporting Period (including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc.) | The aforesaid refers to short term hedging currency transactions made with banks. The Group’s transactions are not traded in the market. The Transactions are between the applicable company in the Group and the applicable bank until the expiration date of the transaction, therefore no market risk is involved. Regarding credit and liquidity risk, the Group is working with large and substantial banks only and with some of them the Group has ISDA agreements. As to operational risk, the Group is working with relevant software, which is its back office for all transactions. No legal risk is involved. | |||||||
ADAMA Ltd. Semi-Annual Report 2025
| The actions taken in order to further reduce risks are: ? The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only subsidiary that has hedging positions in the Group in the period was Adama Solutions and its subsidiaries. ? The relevant subsidiaries apply management designed procedures and controls, which among other things, monitor the working process and the controls of the hedging transactions and are quarterly reviewed and annually audited. ? The controllers of the relevant subsidiaries are involved in the process and are monitoring the hedging accounting treatment. Every 2-3 years the internal audit of the relevant subsidiaries’ department is auditing the entire procedure. | |
| Market price or fair value change of investments during the Reporting Period. Specific methodology and assumptions should be disclosed in the analysis of fair value of the investments | The aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks. Segregation of duties as follows: For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant transactions are simple (Options and forwards) for short terms. For fair value methodology see section VIII of this Report, note IX. Fair Value. The exchange rates are provided by the accounting department of the relevant subsidiary and all other parameters are provided by the experts. |
| Litigation-related situations (if applicable) | N/A |
| Date of disclosure of Board approval (if any) | March 14th, 2025 |
| Date of disclosure of Shareholders’ approval (if any) | April 8th, 2025 |
The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shenzhen Stock Exchange: No. 3 - Disclosure ofIndustry Information”.
The derivative transactions carried out by the Group were mainly through options and forward in order to mitigate the currency exposure and the fluctuation in Israeli CPI. Formore details, please refer to the section above.
(2) Investment in Derivative Financial Instruments for Speculation during the Reporting Period
□ Applicable √ Not Applicable
No such situation occurred during the Reporting Period.
ADAMA Ltd. Semi-Annual Report 2025
5. Use of Raised Fund
□ Applicable √ Not applicable
None during the Reporting Period.
VII. Sale of Major Assets and Equity Interests
1. Sale of Significant Assets
□ Applicable √ Not applicable
None during the Reporting Period.
2. Sale of Significant Equities
□ Applicable √ Not applicable
VIII. Main Controlled and Joint Stock Companies
√ Applicable □ Not applicable
List of main subsidiaries and stock-participating companies influencing over 10% of the net profits onthe Company
Unit: RMB’000
| Name | Type | Main services | Registered capital | Total assets | Net assets | Operating revenues | Operating profit | Net profit |
| Adama Solutions | Subsidiary | Development, manufacturing and marketing of agrochemicals, intermediate materials for other industries, food additives and synthetic aromatic products, mainly for export. | 720,085 | 42,624,316 | 12,699,959 | 13,263,012 | (309,059) | (245,725) |
Subsidiaries acquired or disposed during the Reporting Period
□ Applicable √ Not applicable
Explanations on the main controlled and joint stock companies
√ Applicable □ Not applicable
During the Reporting Period, total sales of Solutions, a wholly-owned subsidiary of the Company,amounted to $1,845 million, a decline of 2%, reflecting an increase of 3% in volumes and a decrease of3% in prices. Solutions’ net loss was $34 million in the first half of the year, compared with net loss of$137 million in the corresponding period last year. For detailed explanation of the performance movement,see above explanation of the Section.
ADAMA Ltd. Semi-Annual Report 2025
IX. Structured Entities Controlled by the Company
□ Applicable √Not applicable
X. Risks Facing the Company and CountermeasuresThe Group is exposed to several major risk factors, resulting from its economic environment, the industryand the Group's unique characteristics, as follows (the order below does not indicate priority):
Exchange rate fluctuationsAlthough the Company reports its consolidated financial statements in RMB, the Company’s materialsubsidiary Solutions reports its consolidated financial statements in US dollars, which is its functionalcurrency, while its operations, sales and purchases of raw materials are carried out in various currencies.Therefore, fluctuations in the exchange rate of the selling currency against the purchasing currencyimpact the Company’s results. The Group's most significant exposures are to the Euro, the Israeli Shekeland the Brazilian Real. The Group has lesser exposures to other currencies. The strengthening of the USdollar against other currencies in which the Company operates reduces the dollar value of such salesand vice versa.On an annual basis, approximately 22% of the Group’s sales are to the European market and thereforethe impact of long-term trends on the Euro may affect the Company's results and profitability.Analyses of currency exposure from foreign currency exchange rate fluctuations against assets, liabilitiesand cash flow denominated in foreign currencies are done constantly. High volatility of the exchangerates of these currencies could increase the costs of transactions to hedge against currency exposure,thereby increasing the Company's financing costs.The Group uses commonly accepted financial instruments to hedge most of its substantial net balancesheet exposure to any particular currency. Nonetheless, since as part of these operations the Grouphedges against most of its balance sheet exposure and only against part of its economic exposure,exchange rate volatility might impact the Group’s results and profitability. As of the date of publication ofthis Report, the Group has hedged most of its balance sheet exposure.In addition, as the Company’s product sales depend directly on the cyclical nature of the agriculturalseasons, therefore the Company’s income and its exposure to the various currencies is not evenlydistributed over the year. Countries in the northern hemisphere have similar agricultural seasons andtherefore, in these countries, the highest sales are usually during the first half of the calendar year. Duringthis period, the Company is most exposed to the Euro. In the southern hemisphere, the seasons areopposite and most of the local sales are carried out during the second half of the year. During thesemonths, most of the Company's exposure pertains to the Brazilian Real.Exposure to Interest rate, Israel CPI and NIS exchange rate fluctuationsThe debentures issued by Solutions, the material subsidiary of the Company, are Israeli Shekel basedand linked to the Israel Consumer Price Index “CPI” and therefore an increase in the CPI and anappreciation of the shekel rate against the dollar might lead to a significant increase in its financingexpenses. In addition, high volatility of the exchange rate of USD/NIS and expectations of materialchanges in the inflation rate, may increase the costs of hedging transactions on currency exposure, andas a result, may lead to a further increase in the company's financing costs. As of the date of approval ofthe financial statements, Solutions hedged most of its exposure to these risks on an ongoing basis,
ADAMA Ltd. Semi-Annual Report 2025
through CPI hedging and USD-ILS exchange rate hedging transactions.In addition, inflation in several global markets has a cross effect on the business results of the Group,since on one hand, it contributes to the Group's ability to increase the sale price of its products, but onthe other hand, it may increase the Group's production costs and operating expenses. As of the date ofthe Report, the Group is unable to isolate the influence of inflation on its sale prices and its costs. TheGroup estimates that the cumulative cross influence of inflation does not have a material effect on to itsfinancial results.Since December 31, 2021, the Group have had dollar denominated liabilities bearing variable interestrates previously based on LIBOR, exposing it to interest rate fluctuations. Following the global transitionaway from LIBOR, the Company monitors its exposure and periodically evaluates hedging strategies. Asof January 1, 2022, SOFR (USD), ESTR (EUR) and SONIA (GBP) have replaced LIBOR as alternativerisk-free rates. As of the date of publication of this Report, the Group has not carried out hedging for suchexposure, since US dollar interest rates have been relatively stable.In addition, the effect of interest changes on the debt that serves the Group’s working capital is seasonal.Such debt bears a variable interest, but has no material effect on the Group’s financing expenses. As aresult, the net increase in interest rate does not have a material effect on the Group’s business.Business operations in emerging marketsThe Group conducts business - mainly product sales and raw material procurement - inter alia, inemerging markets such as Latin America (particularly in Brazil, the largest market, country wise, in whichthe Group operates), Eastern Europe, Southeast Asia and Africa. The Group's activity in emergingmarkets is exposed to risks typical of those markets, including: political and regulatory instability; volatileexchange rates; economic and fiscal instability and frequent revisions of economic legislation; relativelyhigh inflation and interest rates; terrorism or war; restrictions on import and trade; differing businesscultures; uncertainty as to the ability to enforce contractual and intellectual property rights; foreigncurrency controls; governmental price controls; restrictions on the withdrawal of money from the country;barter deals and potential entry of international competitors and accelerated consolidations by large-scalecompetitors in these markets. Developments in these regions may have a significant effect on the Group'soperations. Distress to the economies of these markets could impair the ability of the Group's customersto purchase its products or the ability to market them at international market prices, as well as harm theGroup's ability to collect customer debts, in a way that could have a significant adverse effect on theGroup's operating results.The Group’s operations in multiple regions allows for the diversification of such risks and for the reductionof its dependency on particular economies. In addition, changes in registration requirements orcustomers' preferences in developed western countries, which may limit the use of raw materialspurchased from emerging economies, may require redeployment of the Group's procurementorganization, which might negatively affect its profitability for a certain period.Operating in a competitive marketThe crop protection products industry is highly competitive. Currently, seven multinational companies,including the Company, lead the global industry. Five of these, Bayer, Syngenta, Corteva, BASF andFMC, are Originator Companies, which develop, manufacture and market both patent-protected as wellas off-patent products. The Group competes with the original products with the aim of maintaining andincreasing its market share.The Originator Companies possess resources enabling them to compete aggressively, in the short-to-
ADAMA Ltd. Semi-Annual Report 2025
medium term, on price and profit margins, so as to protect their market share. Loss of market share orinability to acquire additional market share from the Originator Companies can affect the Group's positionin the market and adversely affect its financial results. For details regarding the Group’s competitiveadvantages see section III - subsection II. Core competitiveness analysis above.Similarly, the Group also competes in the more decentralized off-patent segment of the market, againstother off-patent companies and smaller-scale Originator Companies, which have significantly grown innumber in recent years and are materially changing the face of the crop protection industry, the majorityof whom have not yet deployed global distribution networks, and are only active locally. These companiesoften price their products aggressively and at times have lower profit margins than the Group, which mayadversely impact the Group's sales and product prices. The Group's ability to maintain its revenues andprofitability from a specific product in the long term is affected by the number of companies producingand selling comparable off-patent products and the timing of their entrance to the relevant market.Any delay in developing or obtaining registrations for products and/or delayed penetration into marketsand/or growth of competitors that focus on off-patent active ingredients (whether by the expansion of theirproduct portfolio, granting registrations to other manufacturers (including manufacturers in China andIndia) to operate in additional markets, transforming their distribution network to a global scale orincreasing the competition for distribution access), and/or difficulty in purchasing low cost raw materials,may harm the Group’s sales, affect its global position and lead to price erosion.Decline in scope of agricultural activities; Climate change and exceptional changes in weatherconditionsThe scope of general agricultural activities worldwide may be negatively affected by many exogenousfactors, some resulting from climate change, including but not limited to extreme weather conditions,natural disasters, a decrease in agricultural commodity prices, government policies and the economiccondition of farmers. A material decline in the scope of agricultural activities would by necessaryimplication cause a decline in the demand for the Group’s products, erosion of its prices and collectiondifficulties, which may have a significant adverse effect on the Group's results. Extreme weatherconditions, both chronic and acute, as well as other damages caused by nature may have an impact onthe demand for the Group's products, as well as to price thereof. For example, drought may reduce theneed for fungicides, which could result in fewer sales and greater unsold inventories in the market,whereas excessive rain could lead to increased plant disease or weed growth requiring growers topurchase and use more crop protection products. Drought and/or increased temperatures may changeinsect pest pressures, requiring growers to use more, less, or different insecticides. Climate change mayincrease the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts andother events that could affect the demand for the Company’s products. The Group believes, that shouldextreme weather conditions or a number of such bad seasons occur in succession, without favorableseasons in the interim, its results may sustain significant harm.Environmental, health and safety legislation, standards, regulation and exposureMany aspects of the Group's operations are strictly regulated, including in relation to production andtrading, and particularly in relation to the storage, treatment, manufacturing, transport, usage and disposalof its products, their ingredients and byproducts, some of which are considered hazardous. The Group'sactivities involve hazardous materials. Defective storage or handling of hazardous materials may causeharm to human life or to the environment in which the Group operates. The regulatory requirementsregarding the environment, health and safety could, inter alia, include soil and groundwater clean-uprequirements; as well as restrictions on the volume of the hazardous materials permitted to be stored in the Group’s
ADAMA Ltd. Semi-Annual Report 2025
facilities and type of emissions the Group is permitted to discharge into the air and water.The regulatory requirements applicable to the Group vary from product to product and from market tomarket, and tend to become stricter with time. In recent years, both government authorities andenvironmental protection organizations have been applying increasing pressure, including throughinvestigations and indictments as well as increasingly stricter legislative proposals and class action suitsrelated to companies and products that may potentially pollute the environment. Compliance with theselegislative and regulatory requirements and protection against such legal actions requires the Group tocommit considerable human and financial resources (both in terms of substantial ongoing costs and interms of material one-time investments) to meet mandatory environmental standards. In some instances,this may result in delaying the introduction of products into new markets or in adverse effects on theGroup’s profitability. In addition, the toughening, material alteration or revocation of environmentallicenses or permits, or their stipulations, or the inability to obtain such licenses and permits, maysignificantly affect the Group's ability to operate its production facilities, which in turn may have a materialadverse effect on the financial and business results of the Group. The Group may be required to bearsignificant civil liabilities (including due to class actions) or criminal liabilities (including high penaltiesand/or high compensation payments and/or costs of environmental monitoring and rehabilitation),resulting from violation of environmental, health and safety regulations, while some of the existinglegislation may impose “strict liability” regime on the Group, i.e. the Group will be held liable, regardlessof proof of negligence or malice.While the Group invests material sums in adapting its facilities and in constructing special facilities inaccordance with environmental requirements, it is currently unable to assess with any certainty whetherthese investments (current and future) and their outcomes may satisfy current or future requirements,should these be significantly increased or changed. In addition, the Group is unable to predict with anycertainty the extent of future costs and investments it may incur in order to meet the requirements of theenvironmental authorities in the relevant countries in which it operates since, inter alia, the Group isunable to estimate the extent of potential pollutions, their duration, the extent of the measures requiredto be taken by the Group in handling them, the division of responsibility among other parties and theamounts recoverable from third parties.Furthermore, the Group may be the target of bodily injury claims and property damage claims caused byexposure to hazardous materials, which are largely covered under the Group’s insurance policies.The Group is evaluating both transition and physical risks related to climate change. Physical chronic andacute risks to ADAMA production assets, activities and products are being evaluated with the PCRAMmethodology. The Company has been assessing the transition risks, including the carbon taxes.Additional transition risks include the adaptation of novel technologies aimed at reducing carbonemissions.In addition, regarding products that are exported to Europe, the Group may be subject to the EU CarbonBorder Adjustment Mechanism (CBAM). As of this date, the Group’s products are not subject to the firstphase of the CBAM.Legislative, standard and regulatory changes in product registrationThe majority of the substances and products marketed by the Group require registration at various stagesof their development, production, import, utilization and marketing, and are also subject to strict regulatorysupervision by the regulatory authorities in each country. Compliance with the regulatory requirementsthat vary from country to country and which are becoming more stringent with time, involves significant
ADAMA Ltd. Semi-Annual Report 2025
time and costs, and rigorous compliance with individual registration requirements for each product.Noncompliance with these regulatory requirements might materially adversely affect the Group’sexpenses, cost structure and profit margins, as well as penetration of its products in the relevant market,and may even lead to suspension of sales of the relevant product, and recall of those products alreadysold, or to legal action. Moreover, to the extent new regulatory requirements are imposed on existingregistered products (requiring additional investment or leading to the existing registration's revocation)and/or the Group is required to compensate another company for its use of the latter's product registrationdata, these might amount to significant sums, considerably increasing the Group's costs and adverselyaffecting its results and reputation. In recent years the industry has been suffering from revocation ofregistration for many products around the world. This trend is particularly evident in European countriesas well as in many other countries worldwide.Nevertheless, the Group believes that, in countries where the Group maintains a competitive edge, anytoughening of registration requirements may actually increase this edge, since this will make it difficult forits competitors to penetrate the same market, whereas in countries in which the Group possesses a smallmarket share, if any, such toughening may make further penetration of the Group's products into thatmarket more difficult.Product liabilityProduct and producer liability are a risk for the Group. Regardless of their prospects or actual results,product liability lawsuits might involve considerable costs as well as tarnish the Group's reputation, thuspotentially impacting its profits. The Group has a third-party and defective product liability insurance cover.However, there is no certainty that the scope of insurance cover is sufficient. Any future product liabilitylawsuit or series of lawsuits could materially affect the Group’s operations and results, should the Grouplose the lawsuit or should its insurance cover not suffice or apply in a particular instance. In addition,while the Group has not currently encountered any difficulty renewing such insurance policy, it is possiblethat it will encounter future difficulties in renewing an insurance policy for third party liability and defectiveproducts on terms acceptable to the Group.Successful market penetration and product diversificationThe Group’s growth and profit margins are affected, inter alia, by the extent of its success in developingdifferentiated products and obtaining registrations for them, so as to enable it to gain market share at theexpense of its competitors. Usually, being the first to launch a certain off-patent product affords the Groupcontinuing advantage, even after other competitors penetrate the same market. As such, the Group'srevenues and profit margins from a certain new off-patent product could be materially affected by itsability to launch such product ahead of the launch of a comparable product by its competitors.Should new products fail to meet registration requirements in the different countries or should it take along period of time to obtain such registrations, the Group's ability to successfully introduce a new productto the relevant market in the future may be affected, since entry into the market prior to other competitorsis important for successful market penetration. Furthermore, successful market penetration involves, interalia, product diversification in order to suit each market's changing needs. Therefore, if the Group fails toadapt its product mix by developing new products and obtaining the required regulatory approvals, itsfuture ability to penetrate that market and to maintain its existing market share could be affected. Failureto introduce new products to given markets and meet Group objectives (given the considerable time andresources invested in their development and registration) might affect the sales of the product in questionin the relevant market, the Group’s results and margins.
ADAMA Ltd. Semi-Annual Report 2025
Intellectual property rights of the Group and of third partiesThe Group's ability to develop off-patent products is dependent, inter alia, on its ability to oppose patentsor patent application of Originator Companies or other third parties, or to develop products that do nototherwise infringe intellectual property rights in a manner that may involve significant legal and othercosts. Originator Companies tend to vigorously defend their products and may attempt to delay the launchof competing off-patent products by registering patents on slightly different versions of products for whichthe original patent protection is about to expire or has expired, with the aim of competing against the off-patent versions of the original product. The Originator Companies may also change the branding andmarketing of their products. Such actions may increase the Group's costs and the risk it entails, and harmor even prevent its ability to launch new products.The Group is also exposed to legal claims that its products or production processes infringe on third-partyintellectual property rights. Such claims may involve time, costs, substantial damages and managementresources, impair the value of the Group's brands and its sales and adversely affect its results. Suchlawsuits that were concluded involved non-material amounts.Furthermore, although the Group protects its brands and trade secrets with patents, trademarks and othermethods of intellectual property protection, these protective means may not be sufficient for fullysafeguarding its intellectual property. Any unlawful or other unauthorized use of the Group's intellectualproperty rights could adversely affect the value of its intellectual property and goodwill. In addition, theGroup may be required to take legal actions involving financial costs and resources to safeguard itsintellectual property rights.Fluctuations in raw material inputs and prices, and in sales costsSignificant percentage of the Groups’ cost of sales derives from raw material costs. Hence, significantincreases or decreases in raw material costs affect the cost of goods sold, and are, due to the length ofthe Company’s inventory cycle, generally reflected in the Company’s financials. Most of the Group's rawmaterials are distant derivatives of oil prices and therefore, extreme changes or decrease in oil pricesmay affect the costs of raw materials, although only partially.To reduce exposure to fluctuations in the prices of raw materials, the Group customarily engages in long-term purchase contracts for key raw materials, wherever possible. Similarly, the Group acts to adjust itssales prices, wherever possible, to reflect the changes in the costs of raw materials.As of the date of approval of the financial statements, the Group has not engaged in any hedgingtransactions against increases in oil and other raw material costs.Exposure due to recent developments in the genetically modified seeds marketAny significant development in the market of genetically modified seeds for agricultural crops, includingas a result of regulatory changes in certain countries currently prohibiting the use of genetically modifiedseeds, and/or any significant increase in the sales of genetically modified seeds and/or to the extent newcrop protection products are developed for further crops that would be widely used (substituting traditionalproducts), will affect demand for crop protection products, requiring the Group to respond by adapting itsproduct portfolio to the new demand structure. Consequently, to the extent that the Group fails to adaptits product mix accordingly, this may reduce demand for its products, erode their sales price and byimplication affect the Group’s results and market share.Nevertheless, the fact that the Group itself markets some of the products for which herbicide tolerancetraits have been developed, acts to mitigate this exposure (albeit only in terms of marketing margins).In addition, natural and/or biological substances that attack weeds, pests and diseases are potential
ADAMA Ltd. Semi-Annual Report 2025
alternatives for the Company’s products, though as of the date of the report, their efficiency is relativelylimited, and they are commercialized in a relatively small volumes.Operational risksThe Group’s operations, including its manufacturing activities, rely, inter alia, on state-of-the-art computersystems. The Group continually invests in upgrading and protecting these systems from malfunctions andattack. Any unexpected failure of these systems, as well as the integration of new systems, could involvesubstantial costs and adversely affect the Group's operations until completion of the repair or integration.The potential occurrence of a substantial failure that cannot be repaired within a reasonable time framemay also affect the Group's operations and its results. Currently, the Group has a property and loss-of-profit insurance policy.The Group's production capacity is affected, among others, by its facilities’ output and individual area andtime allocation at full capacity. The Group's Multi-purpose facilities provide manufacturing flexibility andenable the Group to prepare for the manufacturing of new products. Although the Group believes that itsexisting sites have sufficient facilities and land areas to expand its production capacity, if necessary, inthe case of immediate or short-term increases in demand for new products supply may be delayed dueto lack of capacity to meet demand for such new products.Data protection and cyber securityDuring its activity, the Group may be exposed to risks and threats, related to the stability of its informationtechnologies systems, data protection and cyber security, which could appear in many different forms(such as service denial, misleading employees, malfunction, encryption or data erasing and other cyber-attacks via E-mail or malicious software). An attack on such computerized systems, mainly network basedsystems may cause the group material damages and expenses and even partial suspension anddisruption of their proper functioning. In order to minimize the abovementioned risks, the group investsresources in its technological resilience and in proper protection of its systems.Raw material supply and/or shipping, port service disruptions and inventoryLack of raw materials or other inputs utilized in the manufacture of the Group’s products may prevent theGroup from supplying its products or significantly increase production costs. Moreover, the Group importsraw materials to its production facilities worldwide, from where it then exports the technical or formulatedproducts to its subsidiaries around the world for formulation and/or commercialization purposes.Disruptions in the supply of raw materials from regular suppliers may adversely affect operations until analternative supplier is engaged. If any of the Group's suppliers are unable to supply raw materials for aprolonged period, including due to ongoing disruptions and/or prolonged strikes and/or infrastructuredefects in the operating of a relevant port, and if the Group is unable to engage with an alternative supplierat similar terms and in accordance with the relevant product registration requirements, this may adverselyaffect the Group's results, significantly affect its ability to obtain raw materials in general, or obtain themat reasonable prices, as well as limit its ability to supply products and/or meet customer supply deadlines.These might negatively affect the Group, its finances and operating results. In order to reduce this risk, itis the Group's practice to occasionally adjust the volume of its product inventories or in certain scenarios,to increase the levels of inventory held by the Company to overcome possible supply shortages, logisticchallenges and increases in cost of inventory, as mentioned above, in order to support expected futuresales. Additionally, in the case of fluctuations in the market prices for inventory held by the Company, thismay affect its finances and operating results. In addition, war, regional conflicts, acts of terror and/orgovernmental instability around the world may negatively impact the Company's operations. This may
ADAMA Ltd. Semi-Annual Report 2025
result, among others, in the suspension of operations or the shutdown of affected facilities, hence causingproduction and distribution delays, loss of property, injury to employees, and increased insurancepremiums.Failed mergers and acquisitions; difficulties in integrating acquired operationsThe Group's strategy may include selective mergers, acquisitions, investments and collaborations toenhance and strengthen its presence in certain markets. When pursuing such opportunities, effectiveintegration with market conditions, profitability forecasts and competition are key considerations.Challenges in implementation or deviations from forecasts may impact the expected value, customerretention, liability exposure and the valuation of intangible assets related to a merger or acquisition, aswell as affect the retention of skilled personnel resources.Production concentration in limited plantsA large portion of the Group’s production operations is concentrated in a relatively small number oflocations. Natural disasters, hostilities, labor disputes, substantial operational malfunction or any othermaterial damage might significantly affect Group operations, as a result of the difficulty, the time andinvestment required for relocating the production operation or any other activity.International taxationMost of the Group’s sales are global, through its consolidated subsidiaries worldwide. These individualcompanies are assessed in accordance with the tax laws effective in each respective location. TheGroup’s effective tax rate could be significantly affected by different classification or attribution of theprofits arising from the proportional value of the components of each of the companies in the Group inthe various countries, as is recognized in each tax jurisdiction; changes in the characteristics (includingregarding the location of control and management) of these companies; changes in the breakdown of theGroup's profits into regions where differing tax rates apply; changes in statutory tax rates and otherlegislative changes; changes in assessment of the Group's deferred tax assets or deferred tax liabilities;changes in determining the areas in which the Group is taxed; and potential changes in the Group'sorganizational structure.Changes in tax regulations and the manner of their implementation, including with regard to theimplementation of BEPS, may lead to a substantial increase in the Group's applicable tax rates and havea material adverse effect on its financial position, results and cash flows.Risks arising from the Group’s debtThe Group finances its business operations by means of its own equity and loans from external sources(primarily traded debentures issued by Solutions, bank credit and credit from related parties). The Group'smain source for servicing the debt and its operating expenses is by means of the profits from the Groupcompanies’ operations. Restrictions applying to the Group companies regarding distribution of dividendsto the Group, or the tax rate applicable on these dividends, may affect the Group's ability to finance itsoperations and service its debt.In addition, the Group's Finance Documents, as contained in the bank credit agreements, require meetingcertain Financial Covenants. Failure to meet these covenants due to an exogenous event or non-materialization of Group forecasts, and insofar as the financing parties refuse to extend or update theseFinancial Covenants as per the Group’s capabilities, may lead the financing parties to demand theimmediate payment of these liabilities (or part thereof).Exposure to customer credit risksThe Group’s sales to customers worldwide usually involve customer credit as is customary in each market.
ADAMA Ltd. Semi-Annual Report 2025
A portion of these credit lines is insured, while the remainder are exposed to risk, particularly duringeconomic slowdowns in the relevant markets. The Group’s aggregate credit, however, is diversifiedamong many customers in dozens of countries, mitigating this risk. In addition, in certain regions,particularly in South America, credit days are particularly long (compared to those extended to customersin regions such as Europe), and on occasion, inter alia, owing to agricultural seasons or economicdownturns in those countries, the Group may encounter difficulty in timely collection of customer debts,with the collection period being extended over several years.Generally, such issues arise more often in developing countries where the Group may be less familiarwith its customers, the collaterals might be in double until actual repayment and the insurance cover ofthese customers is likely to be limited. Credit default by any of the customers may negatively impact theGroup's cash flow and financial results.The Group’s working capital and cash flow needsSimilar to other companies operating in the crop protection industry, the Group has substantial cash flowand working capital requirements in the ordinary course of operations. In view of the Group's growth andconsidering its primary growth regions, the Group’s broad product portfolio and the Group’s investmentsin manufacturing infrastructures, the Group has significant financing and investment needs. The Groupacts continually to improve the state and management of its working capital. While currently the Group isin compliance with all its financial covenants, significant deterioration of its operating results may in thefuture lead the Group to fail to comply with its financial covenants and fail to meet its financial needs. Asa result, the Group's ability to meet its goals and growth plans, as well as its ability to meet its financialobligations, may be harmed.Contagious disease outbreakOutbreak of a contagious disease and pandemics, or other adverse public health developments, interritories where significant production activity is taking place or from which raw materials are supplied toa significant extent, may have a material adverse effect on the Company’s activity, such that the Companymay encounter difficulties with procurement of raw materials and intermediates, experience a certaindecrease of activity within its production facilities due to governmental instructions, and be constrainedwith respect to its logistics and supply lines. In addition, the Company sales could be potentially impactedby a temporary decrease in demand for its products, as well as by temporary disruption of the Company’sability to sell and distribute products as mentioned above.XI. Development and Implementation of Market Cap Management Policy and
Valuation Enhancement Plan
Has the Company developed Market Cap Management Policy
□Yes √ No
Has the Company disclosed Valuation Enhancement Plan
√Yes □No
On March 12
th, 2025 the 10th Meeting of the 10th Session of the BOD approved the ValuationEnhancement Plan which was disclosed at www.cninfo.com.cn on March 14
th
, 2025 at AnnouncementNo. 2025-13. For details, please refer to the announcement.
ADAMA Ltd. Semi-Annual Report 2025
XII. Implementation and enforcement of the ‘Action Campaign to Upgrade Both
Business Quality and Return’
Whether the Company has disclosed the announcement about the ‘Action Campaign to Upgrade BothBusiness Quality and Return’
□ Yes √ No
ADAMA Ltd. Semi-Annual Report 2025
Section IV - Corporate Governance, Environment and Society
I. Changes in Directors, Supervisors and Senior Management
□Applicable √ Not applicable
There were no changes in directors, supervisors and senior management during the Reporting Period,please refer to the 2024 Annual Report for details.
II. Basic Information on the Profit Distribution and Converting Capital Reserve into
Share Capital in the Reporting Period
□ Applicable √ Not applicable
For the Reporting Period, the Company does not plan to distribute cash dividends or bonus shares orconvert capital reserve into share capital.
III. Stock Incentive Plans, ESOP or Other Employee Incentives
□ Applicable √ Not applicable
To the date of the report, the Company does not have stock incentive plans, ESOP or other staff incentives.It shall be noted, that the Company’s subsidiary, Adama Solutions, currently has several long-termincentive plans according to which it has granted long-term cash rewards to executive officers andemployees. These long-term incentive plans are based either on the performance of the Company'sshares (phantom cash incentives) and/or the Company's performance. Adama Solutions has furtheradopted an incentive plan linked to the increase in the Syngenta Group EBITDA.
IV. Environmental Information Disclosure
Whether the listed company and its main subsidiaries are included in the list of enterprises that arerequired to disclose environmental information by the law
√ Yes □No
| Number of enterprises included in the list of enterprises that are required to disclose environmental information by the law | 4 | |
| No. | Company Name | Index for disclosure of environmental reports |
| 1 | ADAMA Ltd. | 2024 Annual Report disclosed on the “Enterprise Environmental Information Disclosure System (Hubei Province)” Enterprise Environmental Information Disclosure System (Hubei Province) |
| 2 | ADAMA Anpon (Jiangsu) Ltd. | 2024 Annual Report disclosed on the “Enterprise Environmental Information Disclosure System (Jiangsu Province)” Enterprise Environmental Information Disclosure System (Jiangsu Province) |
ADAMA Ltd. Semi-Annual Report 2025
| 3 | Maidao Branch of ADAMA Anpon (Jiangsu) Ltd. | 2024 Annual Report disclosed on the “Enterprise Environmental Information Disclosure System (Jiangsu Province)” Enterprise Environmental Information Disclosure System (Jiangsu Province) |
| 4 | ADAMA Huifeng (Jiangsu) Ltd. | 2024 Annual Report disclosed on the “Enterprise Environmental Information Disclosure System (Jiangsu Province)” Enterprise Environmental Information Disclosure System (Jiangsu Province) |
V. Social ResponsibilitiesIn serving China’s national rural revitalization strategy, ADAMA actively fulfills its corporate socialresponsibilities and participates in the activities of the national science and technology specialdelegations, providing targeted assistance to Jinchuan County in Aba Prefecture, Sichuan Province, andDanfeng County in Shangluo City, Shaanxi Province. In April 2025, at the training of the national scienceand technology special delegation held in Jinchuan County, an agronomist from ADAMA sales teamshared the know-how on pest and disease classification and explained the key points in identification,prevention and control schemes for common pests and diseases of important local crops, especially thetiming, solutions, and key points in using crop protection products, transforming cutting-edge pest anddisease control technology into easy-to-understand practical solutions. In June, ADAMA’s agronomistrepresentative in the national special delegation went to Danfeng County to provide technical guidancefor the development of the local edible mushroom and grape industries, assisting in rural revitalizationand gaining recognition from the local agricultural and rural bureau. In the first half of 2025, the Company'ssubsidiary, ADAMA Anpon assisted Yuanzhuang Village in Huai’an City, which is the designatedassistance target, in cleaning up river channels and dredging drainage ditches. They also helped thevillage equip with environmental sanitation facilities to improve the living environment and carried outlighting renovation of rural roads.
ADAMA Ltd. Semi-Annual Report 2025
Section V - Significant Events
I. Commitments completed by the Company, the shareholders, the actual controllers, the purchasers, or other relatedparties during the Reporting Period, and those which should have been completed failed to be fulfilled during theReporting Period
√ Applicable□ Not applicable
Note: No commitment that should have been completed during the Reporting Period failed to be timely fulfilled. For details of the on-going commitments,please refer to the 2024 Annual Report published on the website www.cninfo.com.cn on March 14, 2025. Commitments completed during the ReportingPeriod are listed below.
| Commitment | Commitment maker | Commitment type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| Commitment in the acquisition report or the report on equity changes | ChemChina | Commitments on horizontal competition | Based on a preliminary review, ChemChina believes that Syngenta A.G. and ADAMA may have horizontal competition to some extent. It will further analyze, confirm and specify if the two companies share the same or similar businesses and products in terms of business content, suppliers and customers, product substitution, processes and core technologies and distribution channels, etc. If the result will be positive, ChemChina will gradually solve the issue within 5 years after the issuance of this Letter by taking appropriate measures, including but not limited to internal asset restructuring, industrial planning and business structure adjustment, technology transformation and product upgrading, market | January 7, 2020 | January 7, 2025 | The commitment party fulfilled and complied with the commitments by way of entrusted management (Note 1)：Syngenta AG (SAG) entered into a Entrusted Management Agreement with the Company, whereby SAG has entrusted the Company with |
ADAMA Ltd. Semi-Annual Report 2025
| Commitment | Commitment maker | Commitment type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| segmentation or other feasible solutions in accordance with the requirements of securities laws and regulations and industry policies. | the right and responsibility of managing the entrusted business of overlapping products between the Company and SAG. | |||||
| Other commitments to the company's minority shareholders | Syngenta Group | Commitments on Horizontal Competition | I. Companies that are controlled by Syngenta Group and have horizontal competition with ADAMA After reviewing, as of the date of issuance of the commitment letter, there is a small amount of overlap in the field of off-patent crop protection products between SAG, a subsidiary of Syngenta Group, and the Company, and a small amount of overlap in the field of active ingredients and formulation products between Yangnong Chemical Co., Ltd. (hereinafter referred to as "YN Chemical") and the Company. In both cases, such small overlap is not causing a negative impact on any of the subject companies. Except for the aforementioned scenarios, the major business of Syngenta Group and other companies controlled by Syngenta Group does not operate the same or similar business with the Company. II. Commitment and timetable to address the horizontal competitions mentioned above In accordance with and in compliance with the applicable laws, regulations and relevant regulatory requirements then in effectiveness, Syngenta Group | November 1, 2021 | January 7, 2025 | The commitment party fulfilled and complied with the commitments by way of entrusted management (Note 1)：1. SAG entered into a Entrusted Management Agreement with the Company, whereby SAG has entrusted the Company with the right and responsibility of managing the entrusted business of overlapping products between the Company and SAG. 2. YN Chemical entered into a Entrusted |
ADAMA Ltd. Semi-Annual Report 2025
| Commitment | Commitment maker | Commitment type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| will adopt appropriate measures to gradually solve the horizontal competitions among SAG, YN Chemical and the Company within 5 years after the issuance of Supplemental Commitment Letter of China National Chemical Corporation on Avoiding Horizontal Competition with ADAMA by ChemChina on January 7, 2020. The aforementioned solutions include but not limited to: (1) Asset restructuring: adopt different methods permitted by relevant laws, regulations and regulatory policies such as cash or issuance of shares to purchase assets, asset replacement, asset transfer or other feasible restructuring methods. Assets are sorted out and reorganized to eliminate the overlap of relevant businesses; (2) Adjust industry planning and business structure: sort out business boundaries, realize business differentiation through asset transactions, business divisions and other different methods, including but not limited to business composition, product grades, application areas, and customer groups. Syngenta Group will try its best to achieve differentiated business operations; (3) Technological transformation and product upgrade: achieve product differentiation through appropriate technological transformation and product upgrade, and Syngenta Group will try its best to achieve differentiated operations; (4) Market segmentation: signing agreements while | Management Agreement with the Company, in respect of the overlapping products between the Company and YN Chemical, YN Chemical entrusts the Company with the right and responsibility of managing the entrusted business of some overlapping products; in return, the Company entrusts YN Chemical with the right and responsibility of managing the entrusted business of the rest of overlapping products. |
ADAMA Ltd. Semi-Annual Report 2025
| Commitment | Commitment maker | Commitment type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| taking into consideration of the business and other factors to appropriately divide the market; (5) Entrusted management: by signing an entrustment agreement, one party will delegate the decision-making and management involved in the operation of the overlapped assets to the other party for unified management; (6) Establish a joint venture company: jointly establish a company in an appropriate way; (7) Other feasible solutions within the scope permitted by relevant laws, regulations and regulatory policies. The implementation of the above-mentioned resolution is based on the implementation of the necessary review procedures for listed companies, the approval procedures of the securities regulatory authority and relevant authorities (including but not limited to the antitrust review that may be applicable) in accordance with relevant laws and regulations, and the information disclosure obligations should be fulfilled according to relevant laws and regulations. | ||||||
| Whether the commitments are fulfilled on time | Yes, please see “Fulfillment” in this table for details. | |||||
| If the commitment is overdue, the specific reasons for not completing | -- | |||||
ADAMA Ltd. Semi-Annual Report 2025
| Commitment | Commitment maker | Commitment type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| the performance and the next work plan should be explained in detail. |
Note 1: On November 6, 2024, the Company held the 7th meeting of the 10
th
session of the Board of Directors to review the ‘Proposal on Signing of the Entrusted ManagementAgreement with Related Parties’ and disclosed the ‘Announcement on the Signing of the Entrusted Management Agreement with Related Parties’ (No. 2024-55). On November22, 2024, the Company held the 3rd interim shareholders meeting in 2024 to review and approve the ‘Proposal on Signing of the Entrusted Management Agreement with RelatedParties’, Syngenta Group, as a related party of the Company, abstained from voting. On December 30, 2024, the Company held the 9th meeting of the 10th session of the Boardof Directors to consider the ‘Proposal on Amendments to Certain Terms of the Entrusted Management Agreement’.The original entrusted management measure and its adjustment are concrete measures taken by ChemChina and Syngenta Group to fulfil its undertakings on the resolution ofthe horizontal competition. ChemChina and Syngenta Group, in accordance with the ways as set forth in the undertakings and through the aforementioned arrangement, conferredthe management right of the Entrusted Business related to the Overlapping Products between the Company and SAG to the Company, and conferred the management right ofthe Entrusted Business related to the Overlapping Products between the Company and YN Chemical to the Company or YN Chemical respectively, to fulfill the undertakingsmade to the capital market and to protect the long-term interests of the Company.ChemChina and Syngenta Group have taken measures to effectively avoid conflicts of interest arising from horizontal competition, and the interests of small and mediumshareholders of the Company can be effectively protected. The Company shall conscientiously implement the agreement and urge the counterparty to conscientiously implementthe agreement, and safeguard the legitimate rights and interests of the Company and all shareholders.
ADAMA Ltd. Semi-Annual Report 2025
II. Inadequate use of Company’s capital by the controlling shareholder or its
related parties for non-operating purposes
□ Applicable √ Not applicable
No such situation occurred during the Reporting Period.III. Illegal guarantee
□ Applicable √ Not applicable
None during the Reporting Period.
IV. Engagement and Disengagement of CPA Firm
Has the semi-annual financial report been audited?
□ Yes √ No
This Semi-Annual Report is unaudited.
V. Explanations Given by the Board of Directors and Board of Supervisors
Regarding “Modified Auditor’s Report” Issued by CPA Firm for the ReportingPeriod
□ Applicable √ Not applicable
VI. Explanations Given by Board of Directors Regarding “Modified Auditor’s Report”
Issued for Last Year
□ Applicable √ Not applicable
VII. Bankruptcy and Restructuring
□ Applicable √ Not applicable
None during the Reporting Period.
ADAMA Ltd. Semi-Annual Report 2025
VIII. Litigation and Arbitration Matters
Material litigations or arbitrations:
□Applicable √Not applicable
The Company didn’t have material litigation or arbitration during the reporting period.Other litigations or arbitrations:
√Applicable □Not applicable
| Overview of Litigation (or Arbitration) | Amount Involved (RMB '0000) | Whether to generate any estimated liabilities | Progress of Litigation (or Arbitration) | Result of the Litigation (or Arbitration) and the Impact | Enforcement of the Litigation (or Arbitration) Judgement | Disclosure Date | Disclosure Index |
| The Company filed an arbitration application with Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center) as the applicant, requesting that Jiangsu Huifeng Bio-agriculture Co., Ltd. (the "respondent") pay the Company the price adjustment payment of RMB 64,535,827 yuan, the compensation for the | 6,454 | No | In April 2025, Shanghai International Arbitration Center rendered an award in respect of the arbitration, according to which the respondent shall pay the Company the price adjustment payment of RMB45,000,000 yuan, the damage compensation for failure to pay the price adjustment amount on time, and a certain proportion of fees for the attorney and the arbitration as well as other | The Company shall make accounting treatment in accordance with the relevant provisions of the Accounting Standards for Business Enterprises, and the specific results of the treatment and the impact on the Company's profit for the current and the following periods shall be subject to the final audit results of the accounting firm. The Company does not expect | On June 30, 2025, the Company signed an agreement with Jiangsu Huifeng, stipulating that the mutual payments determined by the arbitral tribunal in this case and the case of payment for equity transfer between the Company and Jiangsu Huifeng shall be offset against each other. According to the above agreement, after calculation, Jiangsu | April 4, 2025 | Announcement on the Progress of the Arbitration Matters about Fulfillment of Performance Commitments Related to a Controlled Subsidiary (Announcement No. 2025-16) Disclosed at the website CNINFO www.cninfo.com.cn |
ADAMA Ltd. Semi-Annual Report 2025
| Overview of Litigation (or Arbitration) | Amount Involved (RMB '0000) | Whether to generate any estimated liabilities | Progress of Litigation (or Arbitration) | Result of the Litigation (or Arbitration) and the Impact | Enforcement of the Litigation (or Arbitration) Judgement | Disclosure Date | Disclosure Index |
| losses, attorney fee, and all costs incurred by the applicant for initiating the arbitration, including the arbitration fee. | expenses incurred by the Company for initiating the case. | material impact on its profit or loss. | Huifeng shall pay the offset balance to the Company. On July 9, 2025, Jiangsu Huifeng has paid the balance of RMB 34,669 to the Company. The above arbitration award has been fully performed. | ||||
| The plaintiff requested that the three defendants (China National Chemical Corporation Limited, Syngenta Group Co., Ltd. and ADAMA Ltd.) be jointly liable for the plaintiff's investment losses of RMB 916,135, caused to the plaintiff due to the failure to complete the commitments and the failure to fulfill the information disclosure obligations, as well as the litigation costs. | 92 | No | The Intermediate People's Court of Wuhan, Hubei Province, heard the case in March 2025, and issued its first instance judgment in August. The court ruled that the plaintiff's claim lacked factual and legal basis and was not validated. Therefore, the court dismissed the plaintiff's claims and ordered the plaintiff to bear the litigation costs for this case. The Company received a civil appeal because the plaintiff has been dissatisfied with the first-instance judgment. He | Given that the second instance of the litigation has not yet commenced as of now, there is uncertainty as to the decision and thus its impact on the Company’s profits for the current or future periods. | / | August 20, 2025 | Announcement on Voluntary Disclosure of the Progress of the Company’s Involvement in Litigation (Announcement No. 2025-27) Disclosed at the website CNINFO www.cninfo.com.cn |
ADAMA Ltd. Semi-Annual Report 2025
| Overview of Litigation (or Arbitration) | Amount Involved (RMB '0000) | Whether to generate any estimated liabilities | Progress of Litigation (or Arbitration) | Result of the Litigation (or Arbitration) and the Impact | Enforcement of the Litigation (or Arbitration) Judgement | Disclosure Date | Disclosure Index |
| has filed an appeal with Hubei Provincial Higher People's Court and requested that the first-instance judgment be revoked, the case be remanded for retrial, or the judgment be amended, and that the appellees bear the litigation costs. |
No other significant litigation or arbitration during the reporting period.IX. Punishment and Rectification
□Applicable √Not applicable
None during the Reporting Period.X. Integrity of the Company, its controlling shareholders and actual controller
□ Applicable √ Not applicable
ADAMA Ltd. Semi-Annual Report 2025
XI. Material Related-Party Transactions
1. Related-Party Transactions in the ordinary course of business
√ Applicable □ Not applicable
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Syngenta AG and its subsidiaries | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 42,838 | 5.76% | 118,797 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | - | - | 1 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 2025 (No.2025-11) | |||||||||||||
| Jiangsu Huaihe Chemicals Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 6,914 | 0.93% | 16,500 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Oil (Hainan) Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 2,351 | 0.32% | 6,250 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Nengke | Under the same control | Purchasing raw | Purchase of raw materials/products | Market price | Market price | - | - | 1,250 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Carbon Assets Operation Co., Ltd. | of Sinochem Holdings | materials and products from related parties | Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Sinochem Petrochemical Sales Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 726 | 0.10% | 1,000 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Hebei Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | - | - | 902 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Jiangsu Youjia Plant Protection Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 8,200 | 1.10% | 25,235 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 3 | 0.00% | 6 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Zhonglan International Chemical | Under the same control of Sinochem | Purchasing raw materials | Purchase of raw materials/products | Market price | Market price | 454 | 0.06% | 566 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Co., Ltd. | Holdings | and products from related parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Liaocheng Luxi Polyol New Material Technology Co.,Ltd. Liaocheng Luxi Methylamine Chemical Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 1,788 | 0.24% | 3,750 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Ningxia Ruitai Technology Co.,Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 7 | 0.00% | 125 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Sinofert | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 63 | 0.01% | 125 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Agro Co.,Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 1,080 | 0.15% | 4,253 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Jiangsu Yangnong Chemical | Under the same control of Sinochem | Purchasing raw materials | Purchase of raw materials/products | Market price | Market price | 33 | 0.00% | 17,088 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Co., Ltd. | Holdings | and products from related parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Sinochem Crop Protection Products Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 342 | 0.05% | 3,719 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Taicang Zhonglan Environmental Protection Technology Service Co., LTD | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 13 | 0.00% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| ELKEM SILICONES BRASIL LTDA | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 163 | 0.02% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| China Bluestar Chengrand Research Institute Chemical Industry | Under the same control of Sinochem Holdings | Purchasing raw materials and products from related parties | Purchase of raw materials/products | Market price | Market price | 1 | 0.00% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Shenyang Sciencreat Chemicals Co. | Under the same control of Sinochem | Purchasing raw materials | Purchase of raw materials/products | Market price | Market price | 56 | 0.01% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Ltd. | Holdings | and products from related parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Bluestar Engineering Co.,Ltd. | Under the same control of Sinochem Holdings | Purchasing fixed assets from related parties | Purchase of fixed assets | Market price | Market price | - | - | 3,375 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Under the same control of Sinochem Holdings | Purchasing fixed assets from related parties | Purchase of fixed assets | Market price | Market price | - | - | 313 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Huaxia Hanhua Chemical Equipment Co., LTD | Under the same control of Sinochem Holdings | Purchasing fixed assets from related parties | Purchase of fixed assets | Market price | Market price | 5 | 0.00% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Syngenta AG and its subsidiaries | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 36,848 | 2.46% | 114,794 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Jiangsu Huaihe Chemicals | Under the same control of Sinochem | Selling raw materials and products | Selling products | Market price | Market price | 8,073 | 0.54% | 19,488 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Co., Ltd. | Holdings | to related parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Sinofert | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 5,319 | 0.35% | 14,825 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Jiangsu Youjia Plant Protection Co., Ltd. | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 7 | 0.00% | 84 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Beijing Guangyuan Yinong Chemical Co., Ltd. | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 31 | 0.00% | 59 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Agricultural Ecological Technology (Hubei) Co., Ltd. | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | - | - | 75 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Jiangsu Youshi Chemical Co., Ltd. | Under the same control of Sinochem | Selling raw materials and products | Selling products | Market price | Market price | 2,249 | 0.15% | 5,000 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Holdings | to related parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | |||||||||||
| Sinochem Agro Co., Ltd. | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 233 | 0.02% | 420 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sino MAP | Under the same control of Sinochem Holdings | Selling raw materials and products to related parties | Selling products | Market price | Market price | 2,704 | 0.18% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Sinochem Information Technology Co., Ltd | Under the same control of Sinochem Holdings | Receiving services from related parties | IT services | Market price | Market price | 37 | 0.00% | 379 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Syngenta AG and its subsidiaries | Under the same control of Sinochem Holdings | Receiving services from related parties | Regular services | Market price | Market price | 16 | 0.00% | 63 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Insurance Brokers | Under the same control of Sinochem | Receiving services from related | Insurance services | Market price | Market price | - | - | 500 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| (Beijing) Co., Ltd. | Holdings | parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Sino MAP | Under the same control of Sinochem Holdings | Receiving services from related parties | Regular services | Market price | Market price | - | - | 3 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinofert | Under the same control of Sinochem Holdings | Receiving services from related parties | Regular services | Market price | Market price | - | - | 26 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025- |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| 11) | |||||||||||||
| Shenyang Chemical Research Institute Co., Ltd. | Under the same control of Sinochem Holdings | Receiving services from related parties | Technical services | Market price | Market price | - | - | 13 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co., Ltd. | Under the same control of Sinochem Holdings | Receiving services from related parties | Training services | Market price | Market price | 1 | 0.00% | 13 | No | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.2025-11) |
| Shenyang Shenhua Institute | Under the same control of Sinochem | Receiving services from related | Regular services | Market price | Market price | 1 | 0.00% | - | - | Cash Settlement | N/A | March 14,2025 | Announcement on Expected Related-Party |
ADAMA Ltd. Semi-Annual Report 2025
| Related party | Relationship | Type of related party transaction | Content of related party transaction | Pricing principle of related party transaction | Price | Value (RMB ‘0000) | Percentage against transactions of the same kind | Approved transaction quota (RMB ‘0000) | Whether exceeds the approved quota | Settlement methods | Market price of similar transactions if the Company knows | Date of announcement | Index of the disclosure |
| Testing Technology Co., Ltd. | Holdings | parties | Transactions in the Ordinary Course of Business in 2025 (No.2025-11) | ||||||||||
| Total | -- | -- | 120,556 | -- | 358,997 | -- | -- | -- | -- | -- | |||
| Details of large sales return | - | ||||||||||||
| Execution of related-party transactions in the ordinary course of business whose value was expected by types during this reporting period (if any) | According to the Company's daily business operation needs, the Company estimates that the total amount of daily related party transactions in 2025 will not exceed RMB 3,589.97 million. For details, please refer to Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025 (No.: 2025-11). The Company’s actual amount of daily related party transactions defined in the listing rules incurred for the six months ended June 30,2025 is RMB 1,205.56 million, which does not exceed the expected amount. | ||||||||||||
| Reasons for large difference between transaction price and market reference price (if applicable) | The Company’s related transactions with related party shall be carried out in accordance with the principle of voluntary, equality and mutual benefit, fair, and will not harm the interests of the Company. | ||||||||||||
ADAMA Ltd. Semi-Annual Report 2025
2. Related-Party Transactions arising from Asset/Equity acquisition or sale
□ Applicable √ Not applicable
The Company was not involved in any related-party transactions arising from asset/equity acquisition orsale during the Reporting Period.
3. Related-Party Transactions with Joint Investments
□ Applicable √ Not applicable
The Company was not involved in any related-party transaction with joint investments during theReporting Period.
4. Credits and Liabilities with Related Parties
√ Applicable □ Not applicable
Whether non-operating credits and liabilities with related parties exist or not?
□ Yes √ No
The Company was not involved in any non-operating credit and liability with related parties in theReporting Period.
5. Transactions with financial companies with related relationships
√ Applicable □ Not applicable
Deposit Business
In RMB ’0000
| Related Parties | Relations | Maximum Daily Deposit Limit | Range of Interest Rate | Opening Balance | Transactions during the Reporting Period | Ending Balance | |
| Total Deposit Amount for the Reporting Period | Total Withdrawal Amount for the Reporting Period | ||||||
| Sinochem Finance Co., Ltd | Under the same control of Sinochem Holdings | 150,000 | 0.45%-1.45% | 62,744 | 35,312 | 29,995 | 68,061 |
ADAMA Ltd. Semi-Annual Report 2025
Loans
In RMB ’0000
| Related Parties | Relations | Credit Amount of the Loan | Range of Interest Rate | Opening Balance | Transactions during the Reporting Period | Ending Balance | |
| Total Amount of Loans for the Reporting Period | Total Amount of Payment for the Reporting Period | ||||||
| Sinochem Finance Co., Ltd | Under the same control of Sinochem Holdings | 200,000 | 2.11%-2.4% | 2,000 | 2,040 | 40 | 4,000 |
Facilities and Other Financial Services
In RMB ’0000
| Related Party | Relations | Type of the Services | Total Amount | Actual Amount Incurred |
| Sinochem Finance Co., Ltd | Under the same control of Sinochem Holdings | Facilities | 100,000 | 4,000 |
6. Transactions between the finance company controlled by the Company and related parties
□ Applicable √ Not applicable
The Company does not hold any equity interest in any finance company.
7. Other material related-party transactions
□Applicable √Not applicable
The Company did not have other material related-party transactions during the reporting period.
XII. Particulars regarding material contracts and execution thereof
1. Particulars about trusteeship, Contract and Lease
(1) Trusteeship
√Applicable □Not applicable
Explanation on Trusteeship
1) Entrusted Management of Anhui Petrochemical
On December 31, 2021, the Company entered into an Entrusted Operation and Management Agreement(hereinafter referred to as the "Original Agreement") with CNAC. Pursuant to this Agreement, during the
ADAMA Ltd. Semi-Annual Report 2025
entrusted management period, the Company is entrusted to exercise the management rights that CNACholds over Anhui Petrochemical Group Co., Ltd. (hereinafter referred to as "Anhui Petrochemical"). Forspecific details, please refer to the Announcement on Signing an Entrusted Operation and ManagementAgreement with a Related Party (Announcement No. 2022-2), the Announcement on the Resolution ofthe 29
th Meeting of the 9
th
Board of Directors (Announcement No. 2023-46), and the Announcement onthe Resolution of the 8
th Meeting of the 10
thBoard of Directors (Announcement No. 2024-59).
2) Entrusted Management of Overlapping Products Between Syngenta AG and the Company, andMutual Entrusted Management of Different Overlapping Products with Yangnong ChemicalOn December 31, 2024, the Company entered into entrusted management agreements with SyngentaAG (hereinafter referred to as "SAG") and Jiangsu Yangnong Chemical Co., Ltd. (hereinafter referred toas "Yangnong Chemical") respectively. Regarding the overlapping products between the Company andSAG, SAG has entrusted the Company to exercise and undertake the entrusted management businessof such overlapping products. Regarding the overlapping products between the Company and YangnongChemical, the Company and Yangnong Chemical have mutually entrusted each other to exercise andundertake the entrusted management business of different overlapping products. For specific details,please refer to the Announcement on the Signing of the Entrusted Management Agreement with RelatedParties (Announcement No. 2024-55) and the Announcement on the Resolution of the 9
thMeeting of the
thBoard of Directors (Announcement No. 2025-1).Projects Whose Profits and Losses for the Company Account for More Than 10% of the Company’s TotalProfits in the Reporting Period
□Applicable √Not Applicable
During the reporting period, the Company did not have entrusted management projects whose profitsand losses account for more than 10% of the Company’s total profits in the reporting period.
(2) Contract operation
□ Applicable √ Not applicable
There was no contract operation of the Company in the Reporting Period.
(3) Lease
□Applicable√ Not applicable
There is no major lease in the Reporting Period.
2. Significant Guarantees
(1) Details of guarantees
√Applicable □ Not applicable
Unless otherwise specified, the unit hereunder is RMB ‘0000
| Guarantees provided by the Company in favor of third parties (excluding subsidiaries) | ||||||||||
| Guaranteed party | Disclosure date of the announceme | Planned guarantee | Actual occurrence date | Actual guarantee | Type of guarantee | Collateral（if any） | Counter Guarantee（if | Period of guarantee | expired or not | Guarantee for a related |
ADAMA Ltd. Semi-Annual Report 2025
| nt | amount | amount | any） | party or not | ||||||
| -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| Total guarantee line approved in favor of third parties (excluding subsidiaries) during the reporting period (A1) | 0 | Total amount of the occurred guarantee in favor of third parties (excluding subsidiaries) during the reporting period (A2) | 0 | |||||||
| Aggregated guarantee line in favor of third parties (excluding subsidiaries) that has been approved by the end of the reporting period (A3) | 5,000 | Total guarantee balance in favor of third parties (excluding subsidiaries) by the end of the reporting period (A4) | 0 | |||||||
| Guarantees provided by the Company in favor of its subsidiaries | ||||||||||
| Guaranteed party | Disclosure date of the announcement | Planned guarantee amount | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral（if any） | Counter Guarantee（if any） | Period of guarantee | expired or not | Guarantee for a related party or not |
| ADAMA Anpon (Jiangsu) Ltd. | December 22, 2020 April 29, 2021 October 28,2021 | 125,800 | January 1, 2022 | 3,000 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No |
| January 1, 2022 | 100 | Joint and several liability | / | / | Three years after the project loan matures | No | No | |||
| February 28, 2022 | 2,100 | Joint and several liability | / | / | Three years after the project loan | No | No | |||
ADAMA Ltd. Semi-Annual Report 2025
| matures | |||||||
| April 28, 2022 | 1,400 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| May 20, 2022 | 750 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| June 26, 2022 | 2,350 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| January 25, 2022 | 200 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No |
| February 28, 2022 | 200 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No |
| February 28, 2022 | 190 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| July 2, 2022 | 810 | Joint and several liability | / | / | Three years after the project loan matures | No | No | ||
| February 5, 2024 | 300 | Joint and several liability | / | / | Three years after the project loan matures | No | No | ||
| March 31, 2022 | 104,100 | August 11, 2022 | 700 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| August 11, 2022 | 100 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No | ||
| August 31, 2022 | 1,000 | Joint and several liability | / | / | Three years after the project loan matures | No | No | ||
| October 28, 2022 | 1,100 | Joint and several liability | / | / | Three years after the project loan matures | No | No | ||
| October | 1,000 | Joint and | / | / | Three | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| 31, 2022 | several liability | years after the project loan matures | |||||
| November 17, 2022 | 900 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No |
| November 23, 2022 | 2,500 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| November 30, 2022 | 1,100 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| January 12, 2023 | 700 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| January 12, 2023 | 300 | Joint and several liability | / | / | Three years after the project loan matures | Yes | No |
| January 16, 2023 | 1,000 | Joint and several | / | / | Three years after the | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| liability | project loan matures | ||||||
| April 4, 2023 | 1,200 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| April 4, 2023 | 1,400 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| April 13, 2023 | 200 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| April 26, 2023 | 150 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| October 17, 2023 | 300 | Joint and several liability | / | / | Three years after the project loan matures | No | No |
| October 17, 2023 | 500 | Joint and several liability | / | / | Three years after the project loan | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| matures | ||||||||||
| January 30, 2024 | 850 | Joint and several liability | / | / | Three years after the project loan matures | No | No | |||
| February 7, 2024 | 400 | Joint and several liability | / | / | Three years after the project loan matures | No | No | |||
| March 27, 2024 | 36,000 | April 10, 2024 | 5,000 | Joint and several liability | / | / | Three years after the loan matures | No | No | |
| December 25, 2024 | 3,000 | Joint and several liability | / | / | Three years after the loan matures | No | No | |||
| March 25, 2025 | 3,000 | Joint and several liability | / | / | Three years after the loan matures | No | No | |||
| Total guarantee line approved in favor of the subsidiaries during the reporting period (B1) | 31,300 | Total amount of the occurred guarantee in favor of the subsidiaries during the reporting period (B2) | 3,000 | |||||||
| Aggregated guarantee line that has been approved in favor of the subsidiaries by the end of the reporting period | 297,200 | Total guarantee balance in favor of the subsidiaries by the end of the reporting period (B4) | 33,100 | |||||||
ADAMA Ltd. Semi-Annual Report 2025
| (B3) | ||||||||||
| Guarantees provided by subsidiaries in favor of subsidiaries (USD ’0000) | ||||||||||
| Guaranteed party | Disclosure date of the announcement | Planned guarantee amount | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral（if any） | Counter Guarantee（if any） | Period of guarantee | expired or not | Guarantee for a related party or not |
| Control Solutions, Inc. | October 31, 2018 | 1,300 | October 30, 2018 | 0 | joint and several liability | / | / | Generally 7 years (subject to the overseas laws) | No | No |
| ADAMA Brazil | Not applicable | 10,150 | Related guarantees existed before the company was consolidated into the financial statements of the Company. | 188 | joint and several liability | / | / | Valid until cancelled | No | No |
| ADAMA Brazil | January 22, 2022 | 900 | December 29, 2021 | 900 | joint and several liability | / | / | December 31, 2025 | No | No |
| ADAMA Brazil | December 19, 2024 | 10,000 | January 4, 2025 | 1,610 | joint and several liability | / | / | December 31, 2027 | No | No |
| ADAMA Brazil | December 19, 2024 | 2,000 | January 4, 2025 | 104 | joint and several liability | / | / | December 31, 2026 | No | No |
| Adama India | Not applicable | 8,801 | Related guarantees | 679 | joint and several | / | / | Valid until | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| Private Ltd. | existed before the company was consolidated into the financial statements of the Company. | liability | cancelled | |||||||
| ADAMA Turkey Tar?m Sanayi ve Ticaret Limited ?irketi | Not applicable | 7,150 | Related guarantees existed before the company was consolidated into the financial statements of the Company. | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
| Adama Makhteshim | Not applicable | unlimited | Related guarantees existed before the company was consolidated into the financial statements of the Company. | 38,265 | joint and several liability | / | / | Valid until cancelled | No | No |
| Adama Makhteshim | April 25, 2023 | 7,875 | May 3, 2023 | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
| Adama Agan | Not applicable | unlimited | Related guarantees existed | 22,390 | joint and several liability | / | / | Valid until cancelled | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| before the company was consolidated into the financial statements of the Company. | ||||||||||
| ADAMA Agricultural Solutions UK Ltd. | January 22, 2022 | 437 | January 22, 2022 | 37 | joint and several liability | / | / | Valid until cancelled | No | No |
| ADAMA CELSIUS BV, Curacao branch, & ADAMA Fahrenheit BV, Curacao Branch | November 25, 2022 | 4,500 | November 24, 2022 | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
| ADAMA CELSIUS BV, Curacao branch, & ADAMA Fahrenheit BV, Curacao Branch | January 22, 2022 | 7,000 | January 22, 2022 | 5,856 | joint and several liability | / | / | Valid until cancelled | No | No |
| ADAMA Ukraine LLC | Not applicable | 1,500 | Related guarantees existed before the company was consolidate | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| d into the financial statements of the Company. | ||||||||||
| ADAMA Ukraine LLC | Not applicable | 1,500 | Related guarantees existed before the company was consolidated into the financial statements of the Company. | 0 | joint and several liability | / | / | Valid until cancelled | Yes | No |
| ADAMA Ukraine LLC | October 10, 2023 | 792 | October 28, 2023 | 276 | joint and several liability | / | / | Valid until cancelled | No | No |
| ADAMA Ukraine LLC | December 19, 2024 | 800 | February 3, 2025 | 696 | joint and several liability | / | / | Valid until cancelled | No | No |
| Makhteshim Agan of North America Inc. | Not applicable | 4,000 | Related guarantees existed before the company was consolidated into the financial statements of the Company. | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
| Makhteshim Agan of | September 28, 2024 | 4,543 | September 26, 2024 | 4,543 | joint and several liability | / | / | Six months after the | No | No |
ADAMA Ltd. Semi-Annual Report 2025
| North America Inc. | termination of the principal agreement | |||||||||
| Adama Australia Pty Ltd. | December 19, 2024 | 377 | December 23, 2024 | 0 | joint and several liability | / | / | Valid until cancelled | No | No |
| Total guarantee line approved in favor of the subsidiaries during the reporting period (C1) | 0 | Total amount of the guarantee in favor of the subsidiaries occurred during the reporting period (C2) | 75,544（approximately RMB 5,407.89 million） | |||||||
| Aggregated guarantee line that has been approved in favor of the subsidiaries by the end of the reporting period (C3) | 72,125 (approximately RMB 5,163.14 million) (the guarantee amount for Adama Makhteshim and Adama Agan is unlimited) | Total guarantee balance in favor of the subsidiaries by the end of the reporting period (C4) | 75,544（approximately RMB 5,407.89 million） | |||||||
| Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees) | ||||||||||
| Total guarantee line approved during the reporting period (A1+B1+C1) | 31,300 | Total actual occurred amount of guarantee during the reporting period (A2+B2+C2) | 543,789 | |||||||
| Total guarantee line that has been approved at the end of the reporting period (A3+B3+C3) | 818,514 | Total actual guarantee balance at the end of the reporting period (A4+B4+C4) | 573,889 | |||||||
| Proportion of total guarantee amount (A4+B4+C4) to the net assets of the Company | 30.36% | |||||||||
| Of which: | ||||||||||
ADAMA Ltd. Semi-Annual Report 2025
| The balance of the guarantee provided in favor of the controlling shareholder and related party. | 0 |
| Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or indirectly (E) | USD 703.22 million (approximately RMB 5,034.07 million) |
| The amount of the guarantee that exceeds 50% of the net assets | 0 |
| Total amount of the above three guarantees (D+E+F) | USD 703.22 million (approximately RMB 5,034.07 million) |
| As for undue guarantee, liability to guarantee has happened or there is evidence that joint liquidated liability may be undertaken during this Reporting Period (if existing) | -- |
| Regulated procedures are violated to offer guarantee (if existing) | -- |
3. Wealth management entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Other Significant Contracts
□ Applicable √ Not applicable
None during the Reporting Period.
XIII. Other Significant Events
√ Applicable □ Not applicable
Explanation on the Fulfillment of Performance CommitmentsWhen the Company acquired the equity interest in Adama Huifeng (Shanghai) Agricultural TechnologyCo., Ltd (“Adama Huifeng (Shanghai)”) and Adama Huifeng from Jiangsu Huifeng Biological AgricultureCo., Ltd (“Jiangsu Huifeng”) during 2020 and 2021, there were performance commitments made byJiangsu Huifeng regarding specific business operations of the acquired subsidiaries. If the performancecommitments is not met, Jiangsu Huifeng shall make a price adjustment payment calculated based on
ADAMA Ltd. Semi-Annual Report 2025
a method as agreed. By the end of 2023 when the commitment period ended, the performancecommitments has not been fulfilled. There were disputes between the Company and Jiangsu Huifengregarding the price adjustment payment, and the Company filed the arbitration application as theApplicant to the Shanghai International Economic and Trade Arbitration Commission against JiangsuHuifeng as the claimant.On April 1, 2025, Shanghai International Economic and Trade Arbitration Commission rendered anaward in respect of the arbitration, according to which Jiangsu Huifeng shall pay the Company the priceadjustment payment of RMB45,000,000 yuan, the damage compensation for failure to pay the priceadjustment amount on time, and a certain proportion of fees for the attorney and the arbitration as wellas other expenses incurred by the Company for initiating the case.On June 30, 2025, the Company signed an agreement with Jiangsu Huifeng, stipulating that the mutualpayments in the price adjustment payment case and the case of payment for equity transfer betweenthe Company and Jiangsu Huifeng shall be offset. According to the above agreement, after calculation,Jiangsu Huifeng shall pay the offset balance of RMB 34,669 to the Company. On July 9, 2025, JiangsuHuifeng has paid the balance to the Company. The above-mentioned performance commitments ofJiangsu Huifeng have been fulfilled.For details, please refer to the Announcement on the Fulfillment of Performance Commitments Relatedto a Controlled Subsidiary (Announcement No. 2024-9), Announcement on the Arbitration Matters aboutFulfillment of Performance Commitments Related to a Controlled Subsidiary (Announcement No. 2024-
28) and Announcement on the Progress of the Arbitration Matters about Fulfillment of PerformanceCommitments Related to a Controlled Subsidiary (Announcement No. 2025-16) published on thewebsite www.cninfo.com.cn.
XIV. Significant Events of Subsidiaries
□ Applicable √ Not applicable
ADAMA Ltd. Semi-Annual Report 2025
Section VI - Share Changes and ShareholdersI. Changes in shares
1. Changes in shares
Unit: share
| Before the Change | Increase/Decrease (+/-) | After the Change | |||||||
| Amount | Proportion | Newly Issued Shares | Bonus Shares | Capitalization of Public Reserves | Other | Subtotal | Amount | Proportion | |
| I. Restricted Shares | 0 | 0.0000% | -- | -- | -- | -- | -- | 0 | 0.0000% |
| 1. State-owned Shares | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| 2. State-owned Legal Person’s Shares | 0 | 0.00% | -- | -- | -- | -- | -- | 0 | 0.00% |
| 3. Shares Held by Domestic Investors | 0 | 0.0000% | -- | -- | -- | -- | -- | 0 | 0.0000% |
| Among which, Shares Held by Domestic Legal Person | 0 | 0.00% | -- | -- | -- | -- | -- | 0 | 0.00% |
| Shares Held by Domestic Natural Person | 0 | 0.0000% | -- | -- | -- | -- | -- | 0 | 0.0000% |
| II. Shares not Subject to Trading Moratorium | 2,329,811,766 | 100.0000% | -- | -- | -- | -- | -- | 2,329,811,766 | 100.0000% |
| 1.RMB Ordinary Shares | 2,177,071,961 | 93.4441% | -- | -- | -- | -- | -- | 2,177,071,961 | 93.4441% |
| 2.Domestically Listed Foreign Shares | 152,739,805 | 6.5559% | -- | -- | -- | -- | -- | 152,739,805 | 6.5559% |
| III. Total Shares | 2,329,811,766 | 100.00% | -- | -- | -- | -- | -- | 2,329,811,766 | 100.00% |
ADAMA Ltd. Semi-Annual Report 2025
Reasons for the change in shares
□ Applicable √ Not applicable
Approval of the change in shares
□ Applicable √ Not applicable
The registered status for the change in shares
□ Applicable √ Not applicable
Status of share buyback
□ Applicable √ Not applicable
Status of share buyback in the way of centralized bidding
□ Applicable √Not applicable
Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable tocommon shareholders of the Company and other financial indexes over the last year and last period.
□ Applicable √Not Applicable
Other contents that the Company considered necessary or is required by securities regulatory authoritiesto disclose
□ Applicable √ Not applicable
2. Changes in Restricted Shares
□Applicable √Not applicable
II. Issuance and Listing of Securities
□ Applicable √ Not applicable
ADAMA Ltd. Semi-Annual Report 2025
III. Total Number of Shareholders and Their Shareholdings
Unit: share
| Total Number of Common Shareholders as of the End of the Reporting Period | 37,602 (the number of ordinary A share shareholders is 25,923; the number of B share shareholders is 11,679) | Total Number of Preferred Stockholders with Vote Right Restored (if any) as of the End of the Reporting Period | 0 | |||||
| Shareholding of Top 10 Shareholders or Those Holding More than 5% Shares (Excluding the Shares Lending through Refinancing) | ||||||||
| Number of Shareholder | Nature of Shareholder | Holding Percentage (%) | Number of Shareholding at the End of the Reporting Period | Change of Shares during the Reporting Period | Number of Shares Held Subject to Trading Moratorium | Number of Shares Held Not Subject to Trading Moratorium | Pledged, Marked or Frozen Shares | |
| Status of Shares | Amount | |||||||
| Syngenta Group Co., Ltd. | State-owned Legal Person | 78.47% | 1,828,137,961 | 0 | 0 | 1,828,137,961 | -- | 0 |
| China State-owned Enterprises Structural Adjustment Fund Co., Ltd. | State-owned Legal Person | 1.44% | 33,557,046 | 0 | 0 | 33,557,046 | -- | 0 |
| China Cinda Asset Management Co., Ltd. | State-owned Legal Person | 1.34% | 31,115,916 | 0 | 0 | 31,115,916 | -- | 0 |
| Hong Kong Securities Clearing Company Ltd. (HKSCC) | Overseas Legal Person | 0.79% | 18,291,585 | 11,843,628 | 0 | 18,291,585 | -- | 0 |
| Zhu Shenglan | Domestic Natural Person | 0.31% | 7,300,000 | 0 | 0 | 7,300,000 | -- | 0 |
| Wu Feng | Domestic Natural Person | 0.31% | 7,212,412 | -507,000 | 0 | 7,212,412 | -- | 0 |
| Qichun County State-owned Assets Supervision and Administration Bureau | State-owned Legal Person | 0.18% | 4,169,266 | 0 | 0 | 4,169,266 | Share Freeze | 4,169,266 |
| Zhang Jianwei | Domestic Natural Person | 0.15% | 3,492,201 | 1,434,200 | 0 | 3,492,201 | -- | 0 |
| Liu Minqin | Domestic Natural Person | 0.15% | 3,428,946 | -195,427 | 0 | 3,428,946 | -- | 0 |
| GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED | Overseas Legal Person | 0.13% | 3,004,597 | -32,999 | 0 | 3,004,597 | -- | 0 |
| Strategic Investors or the General Legal Person Who Become the Top 10 Common Shareholders (if any) due to the Placement of New Shares | Not Applicable | |||||||
| Explanation on Associated Relationship or/and Persons | Syngenta Group Co., Ltd. is neither a related party to any other shareholders listed above, nor any acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Companies. It is unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. | |||||||
ADAMA Ltd. Semi-Annual Report 2025
| Explanation on Situations of Entrusted Voting Rights or Waiver of Voting Rights Involved by the Above Shareholders | Not Applicable | |||
| Explanation on the Existence of Special Repurchase Accounts among the Top 10 Shareholders (if any) | Not applicable | |||
| Details of Shares Held by Top 10 Shareholders Not Subject to Trading Moratorium (Excluding the Shares Lending through Refinancing and Restricted Shares of Executives) | ||||
| Number of Shareholders | Number of Shares Held Not Subject to Trading Moratorium at the End of the Period | Type of Shares | ||
| Type of Shares | Amount | |||
| Syngenta Group Co., Ltd. | 1,828,137,961 | RMB Ordinary Share | 1,828,137,961 | |
| China State-owned Enterprises Structural Adjustment Fund Co., Ltd. | 33,557,046 | RMB Ordinary Share | 33,557,046 | |
| China Cinda Asset Management Co., Ltd. | 31,115,916 | RMB Ordinary Share | 31,115,916 | |
| Hong Kong Securities Clearing Company Ltd. (HKSCC) | 18,291,585 | RMB Ordinary Share | 18,291,585 | |
| Zhu Shenglan | 7,300,000 | RMB Ordinary Share | 7,300,000 | |
| Wu Feng | 7,212,412 | RMB Ordinary Share | 7,212,412 | |
| Qichun County State-owned Assets Supervision and Administration Bureau | 4,169,266 | RMB Ordinary Share | 4,169,266 | |
| Zhang Jianwei | 3,492,201 | RMB Ordinary Share | 3,492,201 | |
| Liu Minqin | 3,428,946 | RMB Ordinary Share | 3,428,946 | |
| GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED | 3,004,597 | domestically listed share in foreign currencies | 3,004,597 | |
| Explanation on associated relationship among the top ten common shareholders of tradable share not subject to trading moratorium, as well as among the top ten common shareholders of tradable share not subject to trading moratorium and top ten shareholders, or explanation on acting-in-concert | Syngenta Group Co., Ltd. is neither a related party to any other shareholders listed above, nor any acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Companies. It is unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. | |||
| Particular about the top ten common shareholder participating in the securities lending and borrowing business (if any) | Shareholder Zhu Shenglan held 7,300,000 shares of the Company through a credit collateral securities trading account. Shareholder Wu Feng held 4,660,986 shares of the Company through a common securities account and 2,551,426 shares of the Company through a credit collateral securities trading account, altogether 7,212,412 shares. Shareholder Liu Minqin held 246 shares of the Company through a common securities account and 3,428,700 shares of the Company through a credit collateral securities trading account, altogether 3,428,946 shares. | |||
ADAMA Ltd. Semi-Annual Report 2025
Shareholders holding more than 5% of shares, top ten shareholders and top ten shareholders withunlimited shares in circulation participating in the shares lending through refinancing arrangement
□Applicable √ Not applicable
Top ten shareholders and top ten shareholders with unlimited shares in circulation change from theprevious period due to the shares lending/returning through refinancing arrangement
□ Applicable √ Not applicable
Did any top 10 common shareholders or the top 10 common shareholders not subject to tradingmoratorium of the Company carry out a promissory buy-back in the Reporting Period?
□ Yes √ No
The top 10 common shareholders or the top 10 common shareholders not subject to tradingmoratorium of the Company had not carried out any agreed buy-back in the Reporting Period.
IV. Changes in Shareholdings of Directors, Supervisors and Senior Management
□ Applicable √ Not applicable
No such cases in the Reporting Period. For details, see Annual Report 2024.
V. Change of the Controlling Shareholder or the Actual Controller
Change of the controlling shareholder in the Reporting Period
□ Applicable √ Not applicable
There was no change of the controlling shareholder of the Company in the Reporting Period.
Change of the actual controller in the Reporting Period
□ Applicable √ Not applicable
There was no change of the actual controller of the Company in the Reporting Period.VI. Preferred Stocks
□ Applicable √ Not applicable
The Company doesn’t have preferred stocks during the reporting period.
ADAMA Ltd. Semi-Annual Report 2025
Section VII - Bonds
□ Applicable √ Not applicable
ADAMA Ltd. Semi-Annual Report 2025
Section VIII - Financial Report
I. Audit reportWas the half-year report audited?
□ Yes √ No
The half-year report was not audited.
II. Financial StatementsNotes to the financial statements are presented in RMB’000.
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Consolidated Balance Sheet
| June 30 | December 31 | ||||
| Notes | 2025 | 2024 | |||
| Current assets | |||||
| Cash at bank and on hand | V.1 | 3,497,229 | 3,630,608 | ||
| Financial assets held for trading | V.2 | 2,047 | 1,035 | ||
| Derivative financial assets | V.3 | 863,406 | 483,822 | ||
| Bills receivable | V.4 | 94,322 | 65,565 | ||
| Accounts receivable | V.5 | 8,100,271 | 7,977,830 | ||
| Receivables financing | V.6 | 107,640 | 144,763 | ||
| Prepayments | V.7 | 374,149 | 313,542 | ||
| Other receivables | V.8 | 806,357 | 1,147,469 | ||
| Inventories | V.9 | 11,612,921 | 11,164,663 | ||
| Other current assets | V.10 | 1,136,322 | 988,093 | ||
| Total current assets | 26,594,664 | 25,917,390 | |||
| Non-current assets | |||||
| Long-term receivables | V.11 | 342,775 | 159,813 | ||
| Long-term equity investments | V.12 | 35,956 | 30,227 | ||
| Other equity investments | V.13 | 131,169 | 131,473 | ||
| Investment properties | 19,689 | 20,509 | |||
| Fixed assets | V.14 | 9,588,625 | 9,762,895 | ||
| Construction in progress | V.15 | 1,933,407 | 1,996,892 | ||
| Right-of-use assets | V.16 | 527,579 | 557,159 | ||
| Intangible assets | V.17 | 4,581,403 | 4,796,655 | ||
| Goodwill | V.18 | 5,053,780 | 5,074,283 | ||
| Deferred tax assets | V.19 | 1,518,114 | 1,291,654 | ||
| Other non-current assets | V.20 | 376,089 | 320,827 | ||
| Total non-current assets | 24,108,586 | 24,142,387 | |||
| Total assets | 50,703,250 | 50,059,777 | |||
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Consolidated Balance Sheet (continued)
| June 30 | December 31 | ||
| Notes | 2025 | 2024 | |
| Current liabilities | |||
| Short-term loans | V.21 | 6,588,393 | 4,748,720 |
| Derivative financial liabilities | V.22 | 465,167 | 278,580 |
| Bills payable | V.23 | 505,034 | 439,495 |
| Accounts payable | V.24 | 5,440,839 | 4,934,865 |
| Contract liabilities | V.25 | 1,491,105 | 1,810,764 |
| Employee benefits payable | V.26 | 795,019 | 851,784 |
| Taxes payable | V.27 | 534,999 | 516,761 |
| Other payables | V.28 | 1,733,135 | 1,417,319 |
| Non-current liabilities due within one year | V.29 | 1,909,993 | 2,230,713 |
| Other current liabilities | V.30 | 1,112,128 | 784,456 |
| Total current liabilities | 20,575,812 | 18,013,457 | |
| Non-current liabilities | |||
| Long-term loans | V.31 | 1,746,425 | 2,166,625 |
| Debentures payable | V.32 | 5,146,703 | 6,320,157 |
| Lease liabilities | V.33 | 599,408 | 610,415 |
| Long-term payables | 186,159 | 191,103 | |
| Long-term employee benefits payable | V.34 | 541,598 | 543,855 |
| Provisions | V.35 | 395,857 | 316,490 |
| Deferred tax liabilities | V.19 | 251,495 | 283,081 |
| Other non-current liabilities | V.36 | 2,354,749 | 2,623,500 |
| Total non-current liabilities | 11,222,394 | 13,055,226 | |
| Total liabilities | 31,798,206 | 31,068,683 | |
| Shareholders' equity | |||
| Share capital | V.37 | 2,329,812 | 2,329,812 |
| Capital reserve | V.38 | 12,950,464 | 12,950,464 |
| Less: Treasury shares | - | - | |
| Other comprehensive income | V.39 | 1,792,144 | 1,721,028 |
| Special reserves | 8,154 | 10,798 | |
| Surplus reserve | V.40 | 298,610 | 298,610 |
| Retained earnings | V.41 | 1,525,860 | 1,680,382 |
| Total equity attributed to the shareholders of the company | 18,905,044 | 18,991,094 | |
| Non-controlling interests | - | - | |
| Total Equity | 18,905,044 | 18,991,094 | |
| Total liabilities and equity | 50,703,250 | 50,059,777 | |
| Gael Hili Legal representative | Efrat Nagar Chief Financial Officer |
These financial statements were approved by the Board of Directors of the Company on August 25, 2025.
The notes form part of these financial statements.
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)Company's Balance Sheet
| June 30 | December 31 | ||
| Notes | 2025 | 2024 | |
| Current assets | |||
| Cash at bank and on hand | XV.1 | 79,746 | 41,031 |
| Accounts receivable | XV.2 | 1,455,213 | 1,182,104 |
| Receivables financing | XV.3 | 8,003 | 34,350 |
| Prepayments | 8,580 | 50,485 | |
| Other receivables | XV.4 | 29,374 | 24,393 |
| Inventories | 205,752 | 252,747 | |
| Non-current assets due within one year | 70,000 | 70,000 | |
| Other current assets | 7,787 | 5,739 | |
| Total current assets | 1,864,455 | 1,660,849 | |
| Non-current assets | |||
| Long-term equity investments | XV.5 | 17,430,716 | 17,430,716 |
| Other equity investments | 54,299 | 54,299 | |
| Investment properties | 1,797 | 2,071 | |
| Fixed assets | 1,299,493 | 1,361,190 | |
| Construction in progress | 55,390 | 88,292 | |
| Right-of-use assets | 936 | 1,297 | |
| Intangible assets | 232,136 | 237,120 | |
| Deferred tax assets | 30,191 | 51,640 | |
| Other non-current assets | 269,722 | 265,572 | |
| Total non-current assets | 19,374,680 | 19,492,197 | |
| Total assets | 21,239,135 | 21,153,046 | |
| Current liabilities | |||
| Short-term loans | 150,000 | 100,000 | |
| Bills payables | 142,464 | 98,584 | |
| Accounts payables | 129,514 | 148,262 | |
| Contract liabilities | 15,873 | 10,854 | |
| Employee benefits payable | 5,381 | 9,709 | |
| Taxes payable | 2,777 | 2,748 | |
| Other payables | 824,720 | 716,369 | |
| Non-current liabilities due within one year | 301,977 | 641,392 | |
| Total current liabilities | 1,572,706 | 1,727,918 | |
| Non-current liabilities | |||
| Long-term loans | 424,743 | 308,357 | |
| Lease liabilities | 213 | 592 | |
| Long-term employee benefits payable | 65,255 | 67,154 | |
| Provisions | 25,193 | 25,507 | |
| Other non-current liabilities | 55,860 | 55,860 | |
| Total non-current liabilities | 571,264 | 457,470 | |
| Total liabilities | 2,143,970 | 2,185,388 | |
| Shareholders’ equity | |||
| Share capital | V.37 | 2,329,812 | 2,329,812 |
| Capital reserve | 15,523,881 | 15,523,881 | |
| Other comprehensive (loss) income | 23,894 | 23,894 | |
| Special reserves | 8,845 | 11,489 | |
| Surplus reserve | V.40 | 298,610 | 298,610 |
| Retained earnings | 910,123 | 779,972 | |
| Total shareholders’ equity | 19,095,165 | 18,967,658 | |
| Total liabilities and shareholders’ equity | 21,239,135 | 21,153,046 |
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Consolidated Income Statement
| Six months ended June 30 | ||||
| Notes | 2025 | 2024 | ||
| I. Operating income | V.42 | 15,024,200 | 14,910,289 | |
| Less: Cost of sales | V.42 | 11,030,173 | 11,474,074 | |
| Taxes and surcharges | V.43 | 57,128 | 48,358 | |
| Selling and Distribution expenses | V.44 | 1,975,668 | 2,363,376 | |
| General and administrative expenses | V.45 | 734,867 | 536,266 | |
| Research and Development expenses | V.46 | 216,793 | 218,107 | |
| Financial expenses | V.47 | 1,024,340 | 623,647 | |
| Including: Interest expense | 527,096 | 532,560 | ||
| Interest income | 101,281 | 130,667 | ||
| Add: Investment income, net | V.48 | 5,261 | 4,418 | |
| Including: Income from investment in associates and joint ventures | 5,261 | 4,418 | ||
| Loss from changes in fair value | V.49 | (6,493) | (196,492) | |
| Credit impairment losses | V.50 | (93,679) | (15,676) | |
| Asset impairment losses | V.51 | (27,617) | (59,134) | |
| Gain from disposal of assets | V.52 | 5,054 | 18,217 | |
| II. Operating loss | (132,243) | (602,206) | ||
| Add: Non-operating income | 19,219 | 43,241 | ||
| Less: Non-operating expenses | 12,555 | 12,465 | ||
| III. III. Total loss | (125,579) | (571,430) | ||
| Less: Income tax expenses (income) | V.53 | (45,227) | 323,436 | |
| IV. Net loss | (80,352) | (894,866) | ||
| (1). Classified by nature of operations | ||||
| (1.1). Continuing operations | (80,352) | (894,866) | ||
| (2). Classified by ownership | ||||
| (2.1). Shareholders of the Company | (80,352) | (894,866) | ||
| (2.2). Non-controlling interests | - | - | ||
| V. Other comprehensive income (loss),net of tax | V. 39 | 71,116 | (3,734) | |
| Other comprehensive income (loss) (net of tax) attributable to shareholders of the Company | 71,116 | (3,734) | ||
| (1) Items that will not be reclassified to profit or loss: | 979 | 8,522 | ||
| (1.1) Re-measurement of defined benefit plan liability | 979 | 8,522 | ||
| (1.2) Fair Value changes in other equity investment | - | - | ||
| (2) Items that were or will be reclassified to profit or loss | 70,137 | (12,256) | ||
| (2.1) Effective portion of gains or loss of cash flow hedge | (48,355) | 6,283 | ||
| (2.2) Translation differences of foreign financial statements | 118,492 | (18,539) | ||
| VI. Total comprehensive loss for the period attributable to Shareholders of the Company | (9,236) | (898,600) | ||
| Total comprehensive loss for the period attributable to shareholders of the Company | (9,236) | (898,600) | ||
| Total comprehensive income for the period attributable to Non-controlling interests | - | - | ||
| VII. Earnings per share | XIV.2 | |||
| (1) Basic loss per share (Yuan/share) | (0.03) | (0.38) | ||
| (2) Diluted earnings per share (Yuan/share) | N/A | N/A | ||
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)Company's Income Statement
| Six months ended June 30 | |||
| Notes | 2025 | 2024 | |
| I. Operating income | XV.6 | 1,094,572 | 981,592 |
| Less: Operating costs | XV.6 | 879,975 | 831,781 |
| Taxes and surcharges | 7,663 | 5,450 | |
| Selling and Distribution expenses | 2,185 | 3,695 | |
| General and administrative expenses | 105,840 | 62,755 | |
| Research and Development expenses | 664 | 2,497 | |
| Financial expenses | 13,170 | 3,942 | |
| Including: Interest expense | 14,052 | 19,087 | |
| Interest income | 1,019 | 3,892 | |
| Add: Investment income, net | 32,445 | - | |
| Gain from changes in fair value (“-” means loss) | 30,714 | (30,870) | |
| Credit impairment reversal (losses) | (1,084) | (2) | |
| Asset Impairment reversal (losses) | (3,362) | (3,565) | |
| Gain from disposal of assets | 3,607 | - | |
| II. Operating Profit | 147,395 | 37,035 | |
| Add: Non-operating income | 4,225 | 1,606 | |
| Less: Non-operating expenses | 20 | 39 | |
| III. Total profit | 151,600 | 38,602 | |
| Less: Income tax expense (income) | 21,449 | 51,414 | |
| IV. Net profit (loss) | 130,151 | (12,812) | |
| V. Other comprehensive income, net of tax | - | - |
| (1) Items that will not be reclassified to profit or loss | - | - |
| (1.1) Re-measurement of defined benefit plan liability | - | - |
| (1.2) FV changes in other equity investment | - | - |
| VI. Total comprehensive income (loss) for the period | 130,151 | (12,812) |
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Consolidated Cash Flow Statement
| Six months ended June 30 | |||
| Notes | 2025 | 2024 | |
| I. Cash flows from operating activities: | |||
| Cash received from sale of goods and rendering of services | 14,968,968 | 13,538,583 | |
| Refund of taxes and surcharges | 90,510 | 104,215 | |
| Cash received relating to other operating activities | V.56(1) | 75,142 | 292,828 |
| Sub-total of cash inflows from operating activities | 15,134,620 | 13,935,626 | |
| Cash paid for goods and services | 9,451,146 | 8,394,452 | |
| Cash paid to and on behalf of employees | 1,999,080 | 2,093,554 | |
| Payments of taxes and surcharges | 289,600 | 324,788 | |
| Cash paid relating to other operating activities | V.56(2) | 1,656,216 | 1,391,714 |
| Sub-total of cash outflows from operating activities | 13,396,042 | 12,204,508 | |
| Net cash flows provided by operating activities | V.57(1)a | 1,738,578 | 1,731,118 |
| II. Cash flows from investing activities: | |||
| Cash received from disposal of investments | 41,370 | 63,100 | |
| Net cash received from disposal of fixed assets, intangible | |||
| assets and other long-term assets | 17,493 | 30,379 | |
| Sub-total of cash inflows from investing activities | 58,863 | 93,479 | |
| Cash paid to acquire fixed assets, intangible assets and | |||
| other long-term assets | 589,861 | 800,485 | |
| Net cash paid to acquire subsidiaries or other business units | 56,272 | - | |
| Cash paid relating to other investing activities | V.56(3) | 47,825 | 107,950 |
| Sub-total of cash outflows from investing activities | 693,958 | 908,435 | |
| Net cash flows used in investing activities | (635,095) | (814,956) | |
| III. Cash flows from financing activities: | |||
| Cash received from borrowings | 1,625,222 | 1,014,194 | |
| Cash received from other financing activities | V.56(4) | 1,082,504 | 781,651 |
| Sub-total of cash inflows from financing activities | 2,707,726 | 1,795,845 | |
| Cash repayments of borrowings | 3,107,377 | 2,792,435 | |
| Cash payment for dividends, profit distributions and interest | 527,153 | 586,795 | |
| Including: Dividends paid to non-controlling interest | 74,170 | 34,892 | |
| Cash paid relating to other financing activities | V.56(5) | 440,257 | 261,285 |
| Sub-total of cash outflows from financing activities | 4,074,787 | 3,640,515 | |
| Net cash flow used in financing activities | (1,367,061) | (1,844,670) | |
| IV. Effects of foreign exchange rate changes on cash and cash equivalent | |||
| equivalent | (4,700) | 42,030 | |
| V. Net decrease in cash and cash equivalents | V.57(1)b | (268,278) | (886,478) |
| Add: Cash and cash equivalents at the beginning of the year | 3,583,963 | 4,857,358 | |
| I. VI. Cash and cash equivalents at the end of the period | V.57(2) | 3,315,685 | 3,970,880 |
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Company's Cash Flow Statement
| Six months ended June 30 | |||
| Notes | 2025 | 2024 | |
| I. Cash flows from operating activities: | |||
| Cash received from sale of goods and rendering of services | 650,459 | 879,847 | |
| Refund of taxes and surcharges | 32,238 | 41,484 | |
| Cash received relating to other operating activities | XV.7(1) | 15,324 | 12,564 |
| Sub-total of cash inflows from operating activities | 698,021 | 933,895 | |
| Cash paid for goods and services | 413,963 | 530,851 | |
| Cash paid to and on behalf of employees | 64,712 | 69,738 | |
| Payments of taxes and surcharges | 9,317 | 9,090 | |
| Cash paid relating to other operating activities | XV.7(2) | 23,927 | 20,299 |
| Sub-total of cash outflows from operating activities | 511,919 | 629,978 | |
| Net cash flows provided by operating activities | XV.8 | 186,102 | 303,917 |
| II. Cash flows from investing activities: | |||
| Cash received from returns of investments | 32,445 | - | |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets | 11,210 | - | |
| Cash received relating to other investing activities | XV.7.(3) | 803 | 127,600 |
| Sub-total of cash inflows from investing activities | 44,458 | 127,600 | |
| Cash paid to acquire fixed assets, intangible assets and other long-term assets | 9,369 | 17,913 | |
| Sub-total of cash outflows from investing activities | 9,369 | 17,913 | |
| Net cash flows provided by (used in) investing activities | 35,089 | 109,687 | |
| III. Cash flows from financing activities: | |||
| Cash received from borrowings | 300,000 | 50,000 | |
| Cash received relating to other financing activities | XV.7.(4) | 1,858 | 6,460 |
| Sub-total of cash inflows from financing activities | 301,858 | 56,460 | |
| Cash repayments of borrowings | 473,046 | 544,732 | |
| Cash payment for dividends, profit distributions or interest | 14,395 | 19,179 | |
| Cash paid relating to other financing activities | XV.7.(5) | 14,246 | 3,884 |
| Sub-total of cash outflows from financing activities | 501,687 | 567,795 | |
| Net cash flow used in financing activities | (199,829) | (511,335) | |
| IV. Effects of foreign exchange rate changes on cash and cash equivalents | 4,965 | 9,630 | |
| V. Net decrease in cash and cash equivalents | 26,327 | (88,101) | |
| Add: Cash and cash equivalents at the beginning of the year | XV.8(2) | 39,173 | 157,186 |
| VI. Cash and cash equivalents at the end of the period | XV.8(2) | 65,500 | 69,085 |
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)
Consolidated Statement of Changes in Shareholders’ Equity
For the Six months ended June 30, 2025
| Share capital | Capital reserve | Other comprehensive income | Special reserves | Surplus reserve | Retained earnings | Total | Non-controlling interests | Total equity | |||
| I. Balance at December 31, 2024 | 2,329,812 | 12,950,464 | 1,721,028 | 10,798 | 298,610 | 1,680,382 | 18,991,094 | - | 18,991,094 | ||
| II. Changes in equity for the period | - | - | 71,116 | (2,644) | - | (154,522) | (86,050) | - | (86,050) | ||
| 1. Total comprehensive loss | - | - | 71,116 | - | - | (80,352) | (9,236) | - | (9,236) | ||
| 2. Appropriation of profits | - | - | - | - | - | (74,170) | (74,170) | - | (74,170) | ||
| 2.1 Distribution to non-controlling interest | - | - | - | - | - | (74,170) | (74,170) | - | (74,170) | ||
| 3. Special reserve | - | - | - | (2,644) | - | - | (2,644) | - | (2,644) | ||
| 3.1 Transfer to special reserve | - | - | - | 4,514 | - | - | 4,514 | - | 4,514 | ||
| 3.2 Amount utilized | - | - | - | (7,158) | - | - | (7,158) | - | (7,158) | ||
| III. Balance at June 30, 2025 | 2,329,812 | 12,950,464 | 1,792,144 | 8,154 | 298,610 | 1,525,860 | 18,905,044 | - | 18,905,044 | ||
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)Statement of Changes in Shareholders’ Equity
For the Six months ended June 30, 2024
| Share capital | Capital reserve | Other comprehensive income | Special reserves | Surplus reserve | Retained earnings | Total | Non-controlling interests | Total equity | |||
| I. Balance at December 31, 2023 | 2,329,812 | 12,950,464 | 1,675,896 | 16,595 | 273,617 | 4,678,091 | 21,924,475 | - | 21,924,475 | ||
| II. Changes in equity for the period | - | - | (3,734) | (8,497) | - | (929,758) | (941,989) | - | (941,989) | ||
| 1. Total comprehensive loss | - | - | (3,734) | - | - | (894,866) | (898,600) | - | (898,600) | ||
| 2. Appropriation of profits | - | - | - | - | - | (34,892) | (34,892) | - | (34,892) | ||
| 2.1 Distribution to non-controlling interest | - | - | - | - | - | (34,892) | (34,892) | - | (34,892) | ||
| 3. Special reserve | - | - | - | (8,497) | - | - | (8,497) | - | (8,497) | ||
| 3.1 Transfer to special reserve | - | - | - | 4,721 | - | - | 4,721 | - | 4,721 | ||
| 3.2 Amount utilized | - | - | - | (13,218) | - | - | (13,218) | - | (13,218) | ||
| III. Balance at June 30, 2024 | 2,329,812 | 12,950,464 | 1,672,162 | 8,098 | 273,617 | 3,748,333 | 20,982,486 | - | 20,982,486 | ||
ADAMA Ltd. Semmi-Annual Report 2025
(Expressed in RMB '000)Company's Statement of Changes in Shareholders’ Equity
For the Six months ended June 30, 2025
| Share capital | Capital reserve | Other comprehensive income | Special reserves | Surplus reserve | Retained earnings | Total | |||||
| I. Balance at December 31, 2024 | 2,329,812 | 15,523,881 | 23,894 | 11,489 | 298,610 | 779,972 | 18,967,658 | ||||
| II. Changes in equity for the period | - | - | - | (2,644) | - | 130,151 | 127,507 | ||||
| 1. Total comprehensive income | - | - | - | - | - | 130,151 | 130,151 | ||||
| 2. Special reserve | - | - | - | (2,644) | - | - | (2,644) | ||||
| 2.1 Transfer to special reserve | - | - | - | 4,514 | - | - | 4,514 | ||||
| 2.2 Amount utilized | - | - | - | (7,158) | - | - | (7,158) | ||||
| Ⅲ. Balance at June 30, 2025 | 2,329,812 | 15,523,881 | 23,894 | 8,845 | 298,610 | 910,123 | 19,095,165 | ||||
For the Six months ended June 30, 2024
| Share capital | Capital reserve | Other comprehensive income | Special reserves | Surplus reserve | Retained earnings | Total | |||||||
| I. Balance at December 31, 2023 | 2,329,812 | 15,523,881 | (1,002) | 17,286 | 273,617 | 555,037 | 18,698,631 | ||||||
| II. Changes in equity for the period | - | - | - | (8,497) | - | (12,812) | (21,309) | ||||||
| 1. Total comprehensive income | - | - | - | - | - | (12,812) | (12,812) | ||||||
| 2. Special reserve | - | - | - | (8,497) | - | - | (8,497) | ||||||
| 2.1 Transfer to special reserve | - | - | - | 4,721 | - | - | 4,721 | ||||||
| 2.2 Amount utilized | - | - | - | (13,218) | - | - | (13,218) | ||||||
| Ⅲ. Balance at June 30, 2024 | 2,329,812 | 15,523,881 | (1,002) | 8,789 | 273,617 | 542,225 | 18,677,322 | ||||||
I BASIC CORPORATE INFORMATION
ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established inChina with its head office located in Hubei Jingzhou.
In June 2020, the controlling shareholder of the Company changed from China National Agrochemical Co,.Ltd. (hereinafter – “CNAC") to Syngenta Group Co., Ltd. (hereinafter “Syngenta Group”). As of August2021, following the combination between China National Chemical Co., Ltd. (hereinafter - “ChemChina”)and Sinochem Holdings Corporation Ltd. (hereinafter - “Sinochem Holdings”), Syngenta Group, andsubsequently the Company, are ultimately controlled by Sinochem Holdings - parent of both ChemChinaand Sinochem Group Co., Ltd. (hereinafter “Sinochem Holdings”), subordinated to SASAC.
The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engagedin development, manufacturing and marketing of agrochemicals, intermediate materials for other industries,food additives and synthetic aromatic products, mainly for export. For information about the largestsubsidiaries of the Company, refer to Note VII.
The Company’s consolidated financial statements had been approved by the Board of Directors of theCompany on August 25, 2025.
Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities",whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope".
II BASIS OF PREPARATION
1. Basis of preparation
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance(the "MoF"). In addition, the Group has disclosed relevant financial information in these financial statementsin accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to thePublic No. 15－General Provisions on Financial Reporting (revised by China Securities RegulatoryCommission (hereinafter "CSRC”) in 2023).
2. Accrual basis and measurement principle
The Group has adopted the accrual basis of accounting. Except for certain financial instruments which aremeasured at fair value, deferred tax assets and liabilities, assets and liabilities relating to employee benefits,provisions, and investments in associated companies and joint ventures, the Group adopts the historical costas the principle of measurement in the financial statements. Where assets are impaired, provisions for assetimpairment are made in accordance with relevant requirements.
In the historical cost measurement, assets obtained shall be measured at the amount of cash or cashequivalents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of cashor assets received, or the contractual amount in a present obligation, or the prospective amount of cash orcash equivalents paid to discharge the liabilities.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,willing market participants in an arm’s length transaction at the measurement date. Fair value measured anddisclosed in the financial statements are determined on this basis whether it is observable or estimated byvaluation techniques.
II BASIS OF PREPARATION - (cont’d)
2. Accrual basis and measurement principle - (cont’d)
The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fairvalue input is observable and significant to the fair value measurement as a whole:
Level 1 - based on quoted prices (unadjusted) in active markets;
Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable (other than quoted prices included within Level 1), either directly orindirectly;
Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
3. Going concern
The financial statements have been prepared on the going concern basis.
The Group has performed going concern assessment for the following 12 months from June 30,2025 andhave not identified any significant doubtful matter or event on the going concern, as such the financialstatement have been prepared on the going concern basis.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Statement of compliance
These financial statements are in compliance with the Accounting Standards for Business Enterprises to trulyand completely reflect the Company's consolidated financial position as at December 31, 2024 and theCompany's consolidated operating results, changes in shareholders' equity and cash flows for the twelvemonths then ended.
2. Accounting period
The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December.
3. Business cycle
The company takes the period from the acquisition of assets for processing to their realisation in cash or cashequivalents as a normal operating cycle. The operating cycle for the company is 12 months.
4. Reporting currency
The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functionalcurrency. Functional currencies of overseas subsidiaries are determined on the basis of the principaleconomic environment in which the overseas subsidiaries operate. The functional currency of the overseassubsidiaries is mainly the United States Dollar (hereinafter "USD"). The presentation currency of thesefinancial statements is Renminbi.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
5. Criteria of determining material item in the report and its benchmark
| Item | Benchmark for Material Item | |
| Material construction in progress projects | Individual construction in progress project with a budget higher than RMB 100 million |
6. Business combinations
6.1 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business combination in whichall of the combining enterprises are not ultimately controlled by the same party or parties before and afterthe combination.
The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed andequity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree.
The intermediary costs such as audit, legal services and assessment consulting costs and other relatedmanagement costs that are directly attributable to the combination by the acquirer are charged to profit orloss in the period in which they are incurred. Direct capital issuance costs incurred in respect of equityinstruments or liabilities issued pursuant to the business combination should be charged to the respect equityinstruments or liabilities upon initial recognition of the underlying equity instruments or liabilities.
The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a businesscombination, that meet the recognition criteria shall be measured at fair value at the acquisition date.
The consideration transferred includes the fair value of any contingent consideration. (such as earnoutarrangements with the former shareholders). After the acquisition date, the Group recognizes changes in thefair value of contingent consideration classified as a financial liability at fair value through profit or loss.
Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiablenet assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost oninitial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of theacquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for thecurrent year.
The goodwill raised because of the business combination should be separately disclosed in the consolidatedfinancial statement and measured by the initial amount less any accumulative impairment provision.
In a business combination achieved in stages, the Group remeasure its previously held equity interest in theacquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
7. Basis for preparation of consolidated financial statements
The scope of consolidation in consolidated financial statements is determined on the basis of control. Controlis achieved when the Company has power over the investee; is exposed, or has rights, to variable returnsfrom its involvement with the investee; and has the ability to use its power to affect its returns.
For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal(the date when control is lost) are included in consolidated income statement and consolidated statement ofcash flows.
For a subsidiary acquired through a business combination not involving enterprises under common control,the operating results and cash flows from the acquisition date (the date when control is obtained) are includedin consolidated income statement and consolidated statement of cash flows.
The significant accounting policies and accounting years adopted by the subsidiaries are determined basedon the uniform accounting policies and accounting years set out by the Company.
All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controllinginterests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balancesheet. The portion of net profits or losses of subsidiaries for the period attributable to non-controllinginterests is presented as "non-controlling interests" in consolidated income statement below the "net profit"line item. Total comprehensive income attributable to non-controlling shareholders is presented separatelyin the consolidated income statement below the total comprehensive income line item.
When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiaryexceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary,the excess amount is still allocated against non-controlling interests.
Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result inthe loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of theCompany's interests and non-controlling interests are adjusted to reflect the changes in their relative interestsin the subsidiary. The difference between the amount by which the non-controlling interests are adjusted andthe fair value of the consideration paid or received is adjusted to capital reserve under owners' equity. If thecapital reserve is not sufficient to absorb the difference, the excess is adjusted against retained earnings.Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders ofthe company.
A put option issued by the Group to holders of non-controlling interests that is settled in cash or otherfinancial instrument is recognized as a liability at the present value of the exercise price (according to the"anticipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of theholders of the non-controlling interests to which the Group issued a put option.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
6. Basis for preparation of consolidated financial statements - (cont’d)
In cases which the Group has a Call option in addition to the Put option above, due to the anticipatedacquisition method implementation no value is given to the Call option in the consolidated financialstatements.
When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons,any retained interest is re-measured at its fair value at the date when control is lost. The difference between(i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii)the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according tothe original proportion of ownership interest is recognized as investment income in the period in whichcontrol is lost. Other comprehensive income associated with the disposed subsidiary is reclassified toinvestment income in the period in which control is lost.
7. Classification and accounting methods of joint arrangement
There are two types of joint arrangements – joint operations and joint ventures. The type of jointarrangements is determined based on the rights and obligations of joint operator to the joint arrangementsby considering the factors, such as the structure, the legal form of the arrangements, and the contractualterms, etc. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, andobligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby thejoint ventures have rights to the net assets of the arrangement.
8. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents arethe Group's short-term, highly liquid investments that are readily convertible to known amounts of cash andwhich are subject to an insignificant risk of changes in value.
9. Translation of transactions and financial statements denominated in foreign currencies
10.1 Transactions denominated in foreign currencies
On initial recognition, foreign currency transactions are translated into functional currency using the spotexchange rate prevailing at the date of transaction.
At the balance sheet date, foreign currency monetary items are translated into functional currency using thespot exchange rates at the balance sheet date. Exchange differences arising from the differences between thespot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previousbalance sheet date are recognized in profit or loss for the period, except that (i) exchange differences relatedto a specific-purpose borrowing denominated in foreign currency that qualify for capitalization arecapitalized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differencesrelated to hedging instruments for the purpose of hedging against foreign currency risks are accounted forusing hedge accounting.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
10. Translation of transactions and financial statements denominated in foreign currencies - (cont’d)
10.1 Transactions denominated in foreign currencies - (cont’d)
When preparing financial statements involving foreign operations, if there is any foreign currency monetaryitems, which in substance forms part of the net investment in the foreign operations, exchange differencesarising from the changes of foreign currency are recorded as other comprehensive income, and will bereclassified to profit or loss upon disposal of the foreign operations.
Foreign currency non-monetary items measured at historical cost are translated to the amounts in functionalcurrency at the spot exchange rates on the dates of the transactions and the amounts in functional currencyremain unchanged.
10.2 Translation of financial statements denominated in foreign currency
For the purpose of preparing consolidated financial statements, financial statements of a foreign operationare translated from the foreign currency into RMB using the following method: assets and liabilities on thebalance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equityitems, except for retained earnings, are translated at the spot exchange rates at the dates on which such itemsarose; all items in the income statement as well as items reflecting the distribution of profits are translated ataverage rate or at spot exchange rates on the dates of the transactions; the retained earnings opening balanceis previous year's translated retained earnings closing balance; the closing balance of retained earnings iscalculated and presented on the basis of each translated income statement and profit distribution item. Thedifference between the translated assets and the aggregate of liabilities and shareholders' equity items isrecorded as other comprehensive income. Cash Flows arising from transaction in foreign currency and thecash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow, theeffect of exchange rate changes on the cash and cash equivalents is regarded as a reconciling item and presentseparately in the statement “effect of foreign exchange rate changes on the cash and cash equivalents".
The opening balances and the comparative figures of prior year are presented at the translated amounts inthe prior year's financial statements.
On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over aforeign operation due to disposal of certain equity interest in it or other reasons, the Group transfers theaccumulated translation differences, which are attributable to the owners' equity of the Company andpresented under other comprehensive income to profit or loss in the period in which the disposal occurs.
In case of a disposal or other reason that does not result in the Group losing control over a foreign operation,the proportionate share of accumulated translation differences are re-attributed to non-controlling interestsand are not recognized in profit and loss. For partial disposals of equity interest in foreign operations, whichare associates or joint ventures, the proportionate share of the accumulated translation differences arereclassified to profit or loss.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
10. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the contractualprovisions of the instrument. At initial recognition, the Group measures a financial asset or financial liabilityat its fair value plus or minus (which is not measured at fair value through profit or loss) transaction coststhat are directly attributable to the acquisition or issue of the financial asset or financial liability. Initialrecognition in trade receivables which do not contain a significant financing component, shall be madeaccording to their transaction price.
11.1 Classification and measurement of financial assets
After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value throughother comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”).
11.1.1 Financial assets at amortised cost
A financial asset is measured at amortised cost if both of the following conditions are met: (a) the financialasset is held within a business model whose objective is to hold financial assets in order to collect contractualcash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows thatare solely payments of principal and interest on the principal amount outstanding.Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains orlosses upon impairment and derecognition are recognized in profit or loss.
11.1.1.1 Effective interest method and amortised cost
Effective interest rate represents the rate that discounts the future cash flow over the expected subsistingperiod or shorter period, if appropriate, of the financial asset or financial liability to the current carryingvalue of such financial asset or financial liability.
When calculating the effective interest rate, the Group will consider the anticipated future cash flow (notconsidering the future credit loss) on the basis of all contract clauses of financial assets or financial liabilities,as well as consider all kinds of charges which are an integral part of the effective interest rate, includingtransaction fees and discount or premium paid or received between both parties of financial asset or financialliability contract.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.1 Classification and measurement of financial assets - (cont’d)
11.1.2 Financial assets at FVTOCI
A financial asset is measured at fair value through other comprehensive income if both of the followingconditions are met: (a) the financial asset is held within a business model whose objective is achieved byboth collecting contractual cash flows and selling financial assets and (b) the contractual terms of thefinancial asset give rise on specified dates to cash flows that are solely payments of principal and interest onthe principal amount outstanding.
A gain or loss on a financial asset measured at fair value through other comprehensive income is recognizedin other comprehensive income, except for impairment gains or losses, foreign exchange gains and lossesand interest calculated using the effective interest method, until the financial asset is derecognized orreclassified. When the financial asset is derecognized the cumulative gain or loss previously recognized inother comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
11.1.3 Financial assets at FVTPL
Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated asfinancial assets at FVTPL.
A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI.
The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doingso eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to asan ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing thegains and losses on them on different bases.
A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is partof a hedging relationship. Dividends are recognized in profit or loss.
11.1.4 Designated financial assets at FVTOCI
At initial recognition, the Group makes an irrevocable election to designate to FVTOCI an investment in anequity instrument that is not held for trading.
When a non-trading equity instrument investment is designated as a financial asset that is measured at fairvalue through other comprehensive income, the changes in the fair value of the financial asset are recognisedin other comprehensive income. Upon realization the accumulated gains or losses from other comprehensiveincome are transferred from other comprehensive income and included in retained earnings. During theperiod in which the Group holds these non-trading investment instruments, the right to receive dividends inthe Group has been established, and the economic benefits related to dividends are likely to flow into theGroup, and when the amount of dividends can be reliably measured, the dividend income is recognized inthe current profit and loss.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets that are classified toamortised cost and FVTOCI.
The Group always measures the loss allowance at an amount equal to lifetime expected credit losses fortrade receivables and notes receivables.
For financial assets other than trade receivables, the Group initially measure the loss allowance for thatfinancial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date, ifthe credit risk on that financial instrument has increased significantly since initial recognition, the Groupmeasures the loss allowance for a financial instrument at an amount equal to the lifetime expected creditlosses. The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected creditlosses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized.
11.2.1 Significant increases in credit risk
At each balance sheet date, the Group assesses whether the credit risk on a financial instrument hasincreased significantly since initial recognition.
The Group mainly considers the following list of information in assessing changes in credit risk:
(a) significant changes in internal price indicators of credit risk as a result of a change in credit risk sinceinception.(b) significant changes in external market indicators of credit risk for a particular financial instrument
or similar financial instruments with the same expected life.(c) a significant change in the debtors’ ability to meet its debt obligations.(d) an actual or expected significant change in the operating results of the debtor.(e) significant increases in credit risk on other financial instruments of the same debtor.(f) an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor.(g) significant changes in the value of the collateral supporting the obligation or in the quality of third-
party guarantees or credit enhancements, which are expected to reduce the debtor’s economic
incentive to make scheduled contractual payments or to otherwise have an effect on the probability
of a default occurring.(h) significant changes that are expected to reduce the receivable’s economic incentive to make
scheduled contractual payments.(i) significant changes in the expected performance and behaviour of the debtor.
The Group assumes that the credit risk on a financial instrument has not increased significantly since initialrecognition if the financial instrument is determined to have low credit risk at the reporting date.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets - (cont’d)
11.2.2 Credit-impaired financial asset
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimatedfuture cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impairedinclude observable data about the following events:
(a) significant financial difficulty of the issuer or the receivable;(b) a breach of contract, such as a default or past due event;(c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’sfinancial difficulty, having granted to the receivable a concession(s) that the lender(s) would nototherwise consider;(d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization;
11.2.3 Recognition of expected credit losses
Expected credit losses of financial instruments are determined as the present value of the differencebetween: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flowsthat the entity expects to receive.
For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected creditlosses as the difference between the asset’s gross carrying amount and the present value of estimated futurecash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognizedin profit or loss as an impairment gain or loss.
The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possibleoutcomes;(b) the time value of money; and(c) reasonable and supportable information that is available without undue cost or effort at the reporting
date about past events, current conditions and forecasts of future economic conditions.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets - (cont’d)
11.2.4 Written-off of financial assets
The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonableexpectations of recovering a financial asset in its entirety or a portion thereof. A write-off constitutes aderecognition event.
11.3 Transfer of financial asset
The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractualrights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred andsubstantially all the risks and rewards of ownership of the financial asset transferred to the transferee; or (iii)although the financial asset has been transferred, the Group neither transfers nor retains substantially all therisks and rewards of ownership of the financial asset but has not retained control of the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financialasset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its continuinginvolvement in the transferred financial asset and recognizes an associated liability. The extent of theGroup’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in thevalue of the transferred asset.
When the company is derecognizing a financial asset in its entirety, the difference between (i) the carryingamount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer isrecognized in profit or loss.
11.4 Classification and measurement of financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with thesubstance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
All financial liabilities are subsequently measured at FVTPL or other financial liabilities.
Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it isdesignated as at FVTPL. The financial liability other than derivative financial liabilities are stated asliabilities held for trading.
Other financial liabilities are subsequently measured at amortized cost by using effective interest method.Gain or loss arising from derecognition or amortization is recognized in current profit or loss.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.5 Derecognition of financial liabilities
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in fullor in part. An agreement entered into force between the Group (debtor) and a creditor to replace the originalfinancial liabilities with new financial liabilities with substantially different terms, derecognize the originalfinancial liabilities as well as recognize the new financial liabilities. When financial liabilities isderecognized in full or in part, the difference between the carrying amount of the financial liabilitiesderecognized and the consideration paid (including transferred non-cash assets or new financial liability) isrecognized in profit or loss for the current period.
11.6 Derivatives
Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchangeoptions, etc. Derivatives are initially measured at fair value at the date when the derivative contracts areentered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profitor loss unless the derivative is designated and highly effective as a hedging instrument, in which case thetiming of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 32.1).
11.7 Offsetting financial assets and financial liabilities
Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not beoffset, except for circumstances where the Group has a legal right that is currently enforceable to offset therecognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realizethe financial asset and settle the financial liability simultaneously, a financial asset and a financial liabilityshall be offset and the net amount is presented in the balance sheet.
11.8 Equity instruments
The consideration received from the issuance of equity instruments net of transaction costs is recognized inshareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issuedequity instruments are deducted from shareholders’ equity.
When the Company repurchases its own shares, those shares are treated as treasury shares. All expendituresrelating to the repurchase are recorded in the cost of the treasury shares, with the transaction entering intothe share capital. Treasury shares are excluded from profit distributions and are stated as a deduction undershareholders’ equity in the balance sheet.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Accounts receivables
Accounts receivables are assessed for impairment on a collective group and/or on an individual basis asfollows:
Expected credit losses in respect of accounts receivables is measured at an amount equal to lifetime expectedcredit losses. The assessment is made collectively for account receivables, where receivables share similarcredit risk characteristics based on geographical location, using the expected credit losses model includinginter-alia aging analysis, historical loss experiences adjusted by the observable factors reflecting current andexpected future economic conditions. The ratio of the account receivables collective provision for expectedcredit losses in which credit losses has not occurred is between 0%-4.36%.
When credit risk on accounts receivable has increased significantly since initial recognition, the grouprecords specific provision or collective provision, which is determined for groups of similar assets incountries in which there are large number of customers with immaterial balances.
In assessing whether the credit risk on accounts receivables has increased significantly since initialrecognition, the Group compares the risk of a default occurring on the accounts receivables at the reportingdate with the risk of a default occurring on the accounts receivables at the date of initial recognition andconsiders both quantitative and qualitative information that is reasonable and supportable, includingobservable data that comes to the attention of the Group about loss events such as a significant decline in thesolvency of an individual debtor or the portfolio of debtors, and significant changes in the financial conditionthat have an adverse effect on the debtor.
12. Receivables financing
All receivbales financing are bank acceptance notes due within 1 year. From the past experience, thepossibility of significant losses due to banks default is low, the Group believes that there is no significantcredit risk in the bank acceptances notes held.
13. Other receivables
The Group determines expected credit losses for other receivables on an individual basis.
14. Inventories
15.1 Categories of inventories and initial measurement
The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished goodsand reusable materials. Reusable materials include low-value consumables, packaging materials and othermaterials, which can be used repeatedly but do not meet the definition of fixed assets.
Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs ofconversion and other expenditures incurred in bringing the inventories to their present location and conditionincluding direct labor costs and an appropriate allocation of production overheads.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
15. Inventories - (cont’d)
15.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
15.3 Basis for determining net realizable value of inventories and provision methods for decline in value of
inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the netrealizable value is below the cost of inventories, a provision for decline in value of inventories is made. Netrealizable value is the estimated selling price in the ordinary course of business less the estimated costs ofcompletion, the estimated costs necessary to make the sale and relevant taxes. In determining the realizablevalue of inventory, it is based on solid evidence obtained, while also considering the purpose of holding theinventory and the impact of events after the balance sheet date.
After the provision for decline in value of inventories is made, if the circumstances that previously causedinventories to be written down below cost no longer exist so that the net realizable value of inventories ishigher than their carrying amount, the original provision for decline in value is reversed and the reversal isincluded in profit or loss for the period.
15.4 The perpetual inventory system is maintained for stock system.
15. Long-term equity investments
Long-term equity investments include investments in subsidiaries, joint ventures and associates.
16.1 Basis for determining control, joint control and significant influence over investee
Control is achieved when the Company has power over the investee; is exposed, or has rights, to variablereturns from its involvement with the investee; and has the ability to use its power to affect its returns.
Joint control is the contractually agreed sharing of control over an economic activity, and exists only whenthe strategic financial and operating policy decisions relating to the activity require the unanimous consentof the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the investeebut is not control or joint control over those policies.
When determining whether an investing enterprise is able to exercise control or significant influence overan investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts)held by the investing enterprises or other parties that are currently exercisable or convertible shall beconsidered.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
16. Long-term equity investments - (cont’d)
16.2 Determination of investment cost
Subsidiaries are the companies that are controlled by the Company. Associates are the companies over whichthe Group has significant influence. Joint ventures are joint arrangements over which the Group has jointcontrol along with other investors and has rights to the net assets of the joint arrangement.
The Company accounts for the investment in subsidiaries at historical cost in the Company's financialstatements. Investments in associates and joint ventures are accounted for under equity method.
For a long-term equity investment acquired through a business combination involving enterprises undercommon control, the investment cost of the long-term equity investment is the share of the carrying amountof the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date ofcombination. The difference between initial investment cost and cash paid, non-cash assets transferred andbook value of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve is notsufficient to absorb the difference, any excess is adjusted to retained earnings.
For a long-term equity investment acquired through business combination not involving enterprises undercommon control, the investment cost of the long-term equity investment is the cost of acquisition. For abusiness combination not involving enterprises under common control achieved in stages that involvesmultiple exchange transactions, the initial investment cost is carried at the aggregate of the carrying amountof the acquirer’s previously held equity interest in the acquiree and the new investment cost incurred on theacquisition date.
Regarding the long-term equity investment acquired otherwise than through a business combination, if thelong-term equity investment is acquired by cash, the historical cost is determined based on the amount ofcash paid and payable; if the long-term equity investment is acquired through the issuance of equityinstruments, the historical cost is determined based on the fair value of the equity instruments issued.
16.3 Subsequent measurement and recognition of profit or loss
If the long-term equity investment is accounted for at cost, it should be measured at historical cost lessaccumulated impairment losses. Dividend declared by the investee should be accounted for as investmentincome.
Under the equity method, where the long-term equity investment initial investment cost exceeds the Group’sshare of the fair value of the investee’s identifiable net assets at the time of acquisition, no adjustment ismade to the initial investment cost. Where the initial investment cost is less than the Group’s share of thefair value of the investee’s identifiable net assets at the time of acquisition, the difference is recognized inprofit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
16. Long-term equity investments - (cont’d)
16.3 Subsequent measurement and recognition of profit or loss - (cont’d)
Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensiveincome of the investee for the period as investment income or loss and other comprehensive income for theperiod. The Group recognizes its share of the investee’s net profit or loss based on the fair value of theinvestee’s individual separately identifiable assets, etc. at the acquisition date after making appropriateadjustments to be confirmed with the Group's accounting policies and accounting period. The Groupdiscontinues recognizing its share of net losses of the investee after the carrying amount of the long-termequity investment together with any long-term interests that in substance form part of its net investment inthe investee is reduced to zero. If the Group has incurred obligations to assume additional losses of theinvestee, a provision is recognized according to the expected obligation, and recorded as investment loss forthe period.
16.4 Methods of impairment assessment and determining the provision for impairment loss
If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than theircarrying amounts, an impairment loss should be recognized to reduce the carrying amounts to the recoverableamounts (Note III 23).
16.5 The disposal of long-term equity investment
On disposal of a long term equity investment, the difference between the proceeds actually received andreceivable and the carrying amount is recognized in profit or loss for the period.
17. Investment properties
Investment property refers to real estate held to earn rentals or for capital appreciation, or both, includingleased land use rights, land use rights held and provided for transferring after appreciation and leasedconstructions, etc.
Investment property is initially measured at cost. Subsequent expenditures related to an investment propertyshall be included in cost of investment property only when the economic benefits associated with the assetwill likely flow to the Group and its cost can be measured reliably. All other subsequent expenditures oninvestment property shall be included in profit or loss for the current period when incurred.
The Group adopts cost method for subsequent measurement of investment property, which is depreciated oramortized using the same policy as that for buildings and land use rights.
When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal ofthe property net of the carrying amount and related taxes and surcharges is recognized in profit or loss forthe current period.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
18. Fixed assets
18.1 Recognition criteria for fixed assets
Fixed assets include land owned by the Group and buildings, machinery and equipment, motor vehicles,office equipment and others.
Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrativepurposes, and have useful lives of more than one accounting year. A fixed asset is recognized only when itis probable that economic benefits associated with the asset will flow to the Group and the cost of the assetcan be reliably measured. Purchased or constructed fixed assets are initially measured at cost when acquired.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it isprobable that economic benefits associated with the asset will flow to the Group and the subsequentexpenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in theperiod in which they are incurred.
18.2 Depreciation of each category of fixed assets
Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value overits useful life using the straight-line method since the month subsequent to the one in which it is ready forintended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairmentover the estimated remaining useful life of the asset.
The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciationmethod applied at least once at each financial year-end, and account for any change as a change in anaccounting estimate.
The estimated useful life, estimated net residual value and annual depreciation rate of each category of fixedassets are as follows:
| Category | Depreciation | Useful life (years) | Residual value (%) | Annual depreciation rate (%) |
| Buildings | the straight-line method | 15-50 | 0-4 | 1.9-6.7 |
| Machinery and equipment | the straight-line method | 3-22 | 0-4 | 4.4-33.3 |
| Office and other equipment | the straight-line method | 3-17 | 0-4 | 5.6-33.3 |
| Motor vehicles | the straight-line method | 5-9 | 0-2 | 10.9-20.0 |
Overseas Land owned by the Group is not depreciated.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
18. Fixed assets - (cont’d)
18.3 Other explanations
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use ordisposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, theamount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognizedin profit or loss for the period.
The difference between recoverable amounts of the fixed assets under the carrying amount is referred to asimpairment loss (Note III 23).
19. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various construction,installation costs, borrowing costs capitalized and other expenditures incurred until such time as the relevantassets are completed and ready for its intended use. When the asset concerned is ready for its intended use,the cost of the asset is transferred to fixed assets and depreciated starting from the following month.
The difference between recoverable amounts of the construction in progress under the carrying amount isreferred to as impairment loss (Note III 23).
20. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset arecapitalized when expenditures for such asset and borrowing costs are incurred and activities relating to theacquisition, construction or production of the asset that are necessary to prepare the asset for its intended useor sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired,constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequentlyshould be charged to profit or loss. Capitalization of borrowing costs is suspended during periods in whichthe acquisition, construction or production of a qualifying asset is suspended abnormally and when thesuspension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition,construction or production of the asset is resumed.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized isthe actual interest expenses incurred on that borrowing for the period less any bank interest earned fromdepositing the borrowed funds before being used on the asset or any investment income on the temporaryinvestment of those funds.
Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interestto be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excessof cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalizationrate is the weighted average of the interest rates applicable to the general-purpose borrowings.
During the capitalization period, exchange differences on foreign currency specific-purpose borrowing arefully capitalized whereas exchange differences on foreign currency general-purpose borrowing, charged toprofit or loss.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
21. Intangible assets
21.1 Valuation methods, useful life, impairment test
The Group’s intangible assets include product registration assets, intangible assets upon purchase of products,marketing rights and rights to use tradenames and trademarks, land use rights, software and customerrelations. Intangible assets are stated at cost less accumulated amortization and impairment losses.
When an intangible asset with a finite useful life is available for use, its original cost less any accumulatedimpairment losses is amortized over its estimated useful life using the straight-line method. An intangibleasset with an indefinite useful life is not amortized.
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method atthe end of the year, and makes adjustments when necessary.
The respective amortization periods for such intangible assets are as follows:
| Item | Amortization period (years) | |
| Land use rights | 49-50 years | |
| Product registration | 8-11 years | |
| Intangible assets on purchase of products | 7-20 years | |
| Marketing rights, tradename and trademarks | 4-10, 30 years | |
| Exclusivity agreement | 21 years | |
| Software | 3-5 years and 12 years for ERP | |
| Customer relations | 5-10, 13 years |
The difference between recoverable amounts of the intangible assets under the carrying amount is referredto as impairment loss (see Note III 23).
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
21. Intangible assets - (cont’d)
21.2 Research and development expenditure
Internal research and development project expenditures were classified into research expenditures anddevelopment expenditures depending on its nature and the greater uncertainty whether the research activitiesbecoming to intangible assets.
Expenditure during the research phase is recognized as an expense in the period in which it is incurred.Expenditure during the development phase that meets all of the following conditions at the same time isrecognized as intangible asset:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;- The Group has the intention to complete the intangible asset and use or sell it;- The Group can demonstrate the ways in which the intangible asset will generate economic benefits;- The availability of adequate technical, financial and other resources to complete the development and the
ability to use or sell the intangible asset;- The expenditure attributable to the intangible asset during its development phase can be reliablymeasured.
Expenditures that do not meet all of the above conditions at the same time are recognized in profit or losswhen incurred. If the expenditures cannot be distinguished between the research phase and developmentphase, the Group recognizes all of them in profit or loss for the period. Expenditures that have previouslybeen recognized in the profit or loss would not be recognized as an asset in subsequent years. Thoseexpenditures capitalized during the development stage are recognized as development costs incurred andwill be transferred to intangible asset when the underlying project is ready for an intended use.
The research and development expenditure includes salaries and welfare expenses of personnel directlyengaged in research and development activities, depreciation expenses of instruments and equipment usedin research and development activities, expenses for field trial and professional services, materials consumedand lease and maintenance expenses related to research and development activities.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
22. Goodwill
The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fairvalue of the identifiable net assets of the acquiree under a business combination not involving enterprisesunder common control.
Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses (seeNote III 23). On disposal of an asset group
or a set of asset groups, any attributable goodwill is written offand included in the calculation of the profit or loss on disposal.
23. Impairment of long-term assets
The Company assesses at each balance sheet date whether there is any indication that the fixed assets,construction in progress, right of use assets, intangible assets with finite useful lives, investment propertiesmeasured at historical cost, investments in subsidiaries, joint ventures and associates may be impaired. Ifthere is any indication that such assets may be impaired, recoverable amounts are estimated for such assets.The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value ofthe future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount onan individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Groupdetermines the recoverable amount of the asset group to which the asset belongs. Identification of an assetgroup is based on whether major cash inflows generated by the asset group are largely independent of thecash inflows from other assets or asset groups.
Goodwill arising from a business combination is tested for impairment at least at each year end, irrespectiveof whether there is any indication that the asset may be impaired. For the purpose of impairment testing, thecarrying amount of goodwill acquired in a business combination is allocated from the acquisition date on areasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups,it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groupsis an asset group or set of asset group that is able to benefit from the synergies of the business combinationand shall not be larger than a reportable segment determined by the Group. If the carrying amount of theasset group or set of asset groups is higher than its recoverable amount, the amount of the impairment lossfirst reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups, andthen the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups,pro rata based on the carrying amount of each asset.
Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period.
24. Contract liabilities
Contract liabilities refer to the Group’s obligation to transfer goods or services to a customer for which theGroup has received consideration from the customer.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
25. Employee benefits
25.1 Short-term employee benefits
Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis, andthe expense is recorded when the related service is provided. A provision for short-term employee benefitsin respect of cash bonuses is recognized in the amount expected to be paid where the Group has a currentlegal or constructive obligation to pay the said amount for services provided by the employee in the past andthe amount can be estimated reliably.
25.2 Post-employment benefits
Post-employment benefits are classified into defined contribution plans and defined benefit plans.
A defined contribution plan is a post-employment benefit plan under which the Group pays contributions toa separate entity and has no legal or constructive obligation to pay further amounts. Obligations forcontributions to defined contribution plans are recognized as an expense in profit or loss in the periods duringwhich related services are rendered by employees.
Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans.In accordance with the projected unit credit method, the Group measures the obligations under definedbenefit plans using unbiased and mutually compatible actuarial assumptions to estimate related demographicvariables and financial variables, and discount obligations under the defined benefit plans to determine thepresent value of the defined benefit liability. The discount rate used is the yield on the reporting date onhighly-rated corporate debentures denominated in the same currency, that have maturity dates approximatingthe terms of the Group’s obligation.
The Group attributes benefit obligations under a defined benefit plan to periods of service provided byrespective employees. Service cost and interest expense on the defined benefit liability are charged to profitor loss and remeasurements of the defined benefit liability are recognized in other comprehensive income.
25.3 Termination benefits
When the Group terminates the employment with employees or provides compensation under an offer toencourage employees to accept voluntary redundancy, a provision is recognized with a correspondingexpense in profit or loss at the earlier of when the Group can no longer withdraw the offer of the terminationbenefit and when it recognises any related restructuring costs.If the benefits are payable more than 12 months after the end of the reporting period, they are discounted totheir present value. The discount rate used is the yield on the reporting date on highly-rated corporatedebentures denominated in the same currency, that have maturity dates approximating the terms of theGroup’s obligation.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
25. Employee benefits - (cont’d)
25.4 Other long-term employee benefits
The Group’s net obligation for long-term employee benefits, which are not attributable to post-employmentbenefit plans, is for the amount of the future benefit to which employees are entitled for services that wereprovided during the current and prior periods.The amount of these benefits is discounted to its present value and the fair value of the assets related to theseobligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-ratedcorporate debentures denominated in the same currency, that have maturity dates approximating the termsof the Group’s obligation.
26. Share-based payment
Share-based payment refers to the transaction in order to acquire the service offered by the employees orother parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-basedpayment classified into equity-settled share-based payment and cash-settled share-based payment.
26.1 Cash-settled share-based payment
The cash-settled share-based payment should be measured according to the fair value of the liabilitiesrecognized based on the shares or other equity instrument undertaken by the Company. For cash-settledshare-based payment made in return for the rendering of employee services that cannot be exercised untilthe services are fully provided during the vesting period or specified performance targets are met, on eachbalance sheet date within the vesting period, the services acquired in the current period shall, based on thebest estimate of the number of exercisable instruments, be recognized in relevant expenses and thecorresponding liabilities at the fair value of the liability incurred by the Company.
On each balance sheet date and the settlement date before the settlement of the relevant liabilities, theCompany should re-measure the fair value of the liabilities and the changes should be included in the currentperiod profit and loss.
27. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency, it is probablethat an outflow of economic benefits will be required to settle the obligation, and the amount of the obligationcan be measured reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the presentobligation at the settlement date, taking into account factors pertaining to a contingency such as the risks,uncertainties and time value of money. Where the effect of the time value of money is material, the amountof the provision is determined by discounting the related future cash outflows. The increase in the provisiondue to passage of time is recognized as interest expense.
If all or part of the provision settlements is reimbursed by third parties, when the realization of income isvirtually certain, then the related asset should be recognized. However, the amount of related assetrecognized should not be exceeding the respective provision amount.
At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
28. Revenue
Revenue of the Group is mainly from sale of goods.
The Group recognizes revenue when transferring goods to a customer, at the amount of the transaction price.The timing of transferring the control of goods changes according to the specific terms of the sale contract.Regarding sales of products, transfer of the control of goods generally occurs when the products arrive at thecustomer’s warehouse, while for certain overseas shipments the transfer occurs when the products are loadedon the shipper’s transport vehicles.
Transaction price is the amount of consideration to which an entity expects to be entitled in exchange fortransferring goods to a customer, excluding amounts collected on behalf of third parties.
Variable consideration
Variable consideration includes sales with a right of return (see below), refunds, discounts, volume rebatesetc. The amounts of variable consideration are estimated using the Group’s past experience in the relevantmarkets. The Group includes in the transaction price the amounts of variable consideration only to the extentthat it is highly probable that a significant reversal in the amount of cumulative revenue recognized will notoccur when the uncertainty associated with the variable consideration is subsequently resolved.
Significant financing component
For a contract with a significant financing component, the Group recognize revenue at an amount that reflectsthe price that a customer would have paid for the goods if the customer had paid cash for those goods atreceipt. The difference between the amount of consideration and the cash selling price of the goods, isamortized in the contract period using effective interest rate. The Group does not adjust the amount ofconsideration for the effects of a significant financing component if the Group expects, at contract inception,that the period between when the entity transfers a good to a customer and when the customer pays for thatgood will be one year or less.
Sale with a right of return
For sale with a right of return, the Group recognizes revenue at the amount of consideration to which theGroup expects to be entitled (ie excluding the products expected to be returned). For any amounts received(or receivable) for which an entity does not expect to be entitled, the entity shall not recognize revenue whenit transfers products to customers but shall recognize those amounts received (or receivable) as a refundliability. An asset recognized for the Group’s right to recover products from a customer on settling a refundliability shall initially be measured by reference to the former carrying amount of the product less anyexpected costs to recover those products.
Advance receipts for the sale of goods
When the Group receives advance payments from customers for the sale of goods, it first recognizes suchpayments as liabilities and then transfers them to revenue when the relevant performance obligations arefulfilled.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
29. Government grants
Government grants are transfer of monetary assets and non-monetary assets from the government to theGroup at no consideration, including tax returns, financial subsidies and so on. A government grant isrecognized only when the Group can comply with the conditions attached to the grant and the Group willreceive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount receivedor receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. Ifthe fair value cannot be reliably determined, it is measured at a nominal amount.
Government grants are either related to assets or income.
(1) The basis of judgment and accounting method of the government grants related to assets
Government grants obtained for acquiring long-term assets are government grants related to assets. Agovernment grant related to an asset is offset with the cost of the relevant asset.
(2) The basis of judgment and accounting method of the government grants related to income
For a government grant related to income, if the grant is a compensation for related expenses or losses to beincurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or lossover the periods in which the related costs are recognized. If the grant is a compensation for related expensesor losses already incurred, the grant is recognized immediately in profit or loss for the period.
Government grants related to the Group’s normal course of business are offset with related costs andexpenses. Government grants related that are irrelevant with the Group’s normal course of business areincluded in non-operating gains.
30. Current and deferred tax
The income tax expenses include current income tax and deferred income tax.
30.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods aremeasured at the amount expected to be paid (or recovered) according to the requirements of tax laws.
30.2 Deferred tax assets and deferred tax liabilities
Temporary differences are differences between the carrying amounts of certain assets or liabilities and theirtax base.
All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets arerecognized to the extent that it is probable that future taxable profits will be available against which thedeductible losses and tax credits can be utilized.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
30. Current and deferred tax - (cont’d)
30.2 Deferred tax assets and deferred tax liabilities - (cont’d)
For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to theextent that it is probable that future taxable profits will be available against which the deductible losses andtax credits can be utilized. However, for deductible temporary differences associated with the initialrecognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not abusiness combination) that affects neither the accounting profit nor taxable profits (or deductible losses) atthe time of transaction, no deferred tax asset or liability is recognized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to taxlaws, that are expected to apply in the period in which the asset is realized or the liability is settled.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments insubsidiaries and associates, and interests in joint ventures, except where the Group is able to control thetiming of the reversal of the temporary difference and it is probable that the temporary difference will notreverse in the foreseeable future.
The Group may be required to pay additional tax in case of distribution of dividends by the Group companies.This additional tax was not included in the financial statements, since the policy of the Group is not todistribute in the foreseeable future a dividend which creates a significant additional tax liability.
Except for those current income tax and deferred tax charged to comprehensive income or shareholders’equity in respect of transactions or events which have been directly recognized in other comprehensiveincome or shareholders’ equity, and deferred tax recognized on business combinations, all other currentincome tax and deferred tax items are charged to profit or loss in the current period.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longerprobable that sufficient taxable profits will be available in the future to allow the benefit of deferred taxassets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits willbe available.
30.3 Offset of income tax
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and tax assets andtax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entityor different taxable entities which intend to realize the assets and liabilities simultaneously, current tax assetsand liabilities are offset and presented on a net basis.
When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates toincome taxes levied by the same taxation authority, on either the same taxable entity or different taxableentities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets andliabilities simultaneously, in each future period in which significant amounts of deferred tax assets orliabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presentedon a net basis.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
31. Leases
Lease is a contract, that conveys the right to use an asset for a period of time in exchange for consideration.
31.1 Determining whether an arrangement contains a lease
On the inception date of the lease, the Group determines whether the arrangement is a lease or contains alease, while assessing if it conveys the right to control the use of an identified asset for a period of time inexchange for consideration. In its assessment of whether an arrangement conveys the right to control the useof an identified asset, the Group assesses whether it has the following two rights throughout the lease term:
(a) The right to obtain substantially all the economic benefits from use of the identified asset; and(b) The right to direct the identified asset’s use.An arrangement does not contain a lease if an asset is leased for a period of less than 12 months, or to lease ofasset with low economic value.
31.2 Initial recognition of leased assets and lease liabilities
Upon initial recognition, the Group recognizes a liability at the present value of future lease payments(exclude certain variable lease payments, as detailed in Note III 31.4), and concurrently the Group recognizesa right-of-use asset at the same amount, adjusted for any prepaid lease payments paid at the lease date orbefore, plus initial direct costs incurred in respect of the lease.
When the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of thelessee is used.The Group presents right-of-use assets separately from other assets in the balance sheet.
31.3 The lease term
The lease term is the non-cancellable period of the lease plus periods covered by an extension or terminationoption, if it is reasonably certain that the lessee will exercise or not exercise the option, respectively.
If there is a change in the lease term, or in the assessment of an option to purchase the underlying asset, theGroup remeasures the lease liability, on the basis of the revised lease term and the revised discount rate andadjust the right-of-use assets accordingly.
31.4 Variable lease payments
Variable lease payments that depend on an index or a rate, are initially measured using the index or rateexisting at the commencement of the lease. When the cash flows of future lease payments change as theresult of a change in an index or a rate, the balance of the liability is adjusted with a correspondence changein the right-of-use asset.
Other variable lease payments that are not included in the measurement of the lease liability are recognizedin profit or loss in the period in which the condition that triggers payment occurs.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
31. Leases - (cont’d)
31.5 Subsequent measurement
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciationand accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset isdepreciated on a straight-line basis over the useful life or contractual lease period, whichever earlier.
The Group applies ASBE8 Impairment of Assets, to determine whether the right-of-use asset is impairedand to account for any impairment loss identified.
A lease liability is measured after the lease commencement date at amortized cost using the effective interestmethod.
32. Other significant accounting policies and accounting estimates
32.1 Hedging
The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflationrisks and derivatives that are not used for hedging.
Hedge accounting
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoingbasis, whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flowsthat can be attributed to the hedged risk during the period for which the hedge is designated.
An effective hedge exists when all of the below conditions are met:
? There is an economic relationship between the hedged item and the hedging instrument;? the effect of credit risk does not dominate the value changes that result from that economicrelationship;? the hedge ratio of the hedging relationship is the same as that resulting from the quantity of thehedged item that the entity actually hedges and the quantity of the hedging instrument that the entityactually uses to hedge that quantity of hedged item.
On the commencement date of the accounting hedge, the Group formally documents the relationship betweenthe hedging instrument and hedged item, including the Group’s risk management objectives and strategy inexecuting the hedge transaction, together with the methods that will be used by the Group to assess theeffectiveness of the hedging relationship.
With respect to a cash-flow hedge, a forecasted transaction that constitutes a hedged item must be highlyprobable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
32. Other significant accounting policies and accounting estimates - (cont’d)
32.1 Hedging - (cont’d)
Cash-flow hedges
Subsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows arerecognized through other comprehensive income directly in a hedging reserve, with respect to the part of thehedge that is effective. Regarding the portion of the hedge that is not effective, the changes in fair value arerecognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit andloss in the period in which the hedged cash flows impact profit or loss and is presented in the same line itemin the statement of income as the hedged item.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated orexercised, the hedge accounting is discontinued. The cumulative gain or loss previously recognized in ahedging reserve through other comprehensive income remains in the reserve until the forecasted transactionoccurs or is no longer expected to occur. If the forecasted transaction is no longer expected to occur, thecumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profitor loss.
Economic hedge
Hedge accounting is not applied with respect to derivative instruments used to economically hedge financialassets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of suchderivatives are recognized in profit or loss as gain (loss) from changes in fair value.
32.2 Securitization of assets
Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Accountreceivables.
32.3 Segment reporting
Reportable segments are identified based on operating segments which are determined based on the structureof the Group’s internal organization, management requirements and internal reporting system.
Two or more operating segments may be aggregated into a single operating segment if the segments havesimilar economic characteristics and are same or similar in respect of the nature of each product and service,the nature of production processes, the type or class of customers for the products and services, the methodsused to distribute the products or provide the services, and the nature of the regulatory environment.
Inter-segment revenues are measured on the basis of actual transaction price for such transactions forsegment reporting. Segment accounting policies are consistent with those for the consolidated financialstatements.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
32. Other significant accounting policies and accounting estimates - (cont’d)
32.4 Profit distributions to shareholders
Dividends which are approved after the balance sheet date are not recognized as a liability at the balancesheet date but are disclosed in the notes separately.
33. Changes in significant accounting policies and accounting estimates
33.1 Changes in significant accounting policies
There are no significant changes in accounting policies in the reporting period.
33.2 Changes in significant accounting estimates
There are no significant changes in accounting estimates in the reporting period.
34. Significant accounting estimates and judgments
The preparation of the financial statements requires management to make estimates and assumptions thataffect the application of accounting policies and the reported amounts of assets, liabilities, income andexpenses. Actual results may differ from these estimates. Estimates as well as underlying assumptions anduncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognizedin the period in which the estimate is revised and in any future periods affected.
Notes V.34, Note VIII, Note IX and Note XIII contain information about the assumptions and their riskfactors relating to post-employment benefits – defined benefit plans, fair value of financial instruments andshare-based payments. Other key sources of estimation uncertainty are as follows:
34.1 Expected credit loss of trade receivables
As described in Note III.12, trade receivables are reviewed at each balance sheet date to determine whethercredit risk on a receivable has increased significantly since initial recognition, lifetime expected losses isaccrued for impairment provision. Evidence of impairment includes observable data that comes to theattention of the Group about loss events such as a significant decline in the solvency of an individual debtoror the portfolio of debtors, and significant changes in the financial condition that have an adverse effect onthe debtor. If there is objective evidence of a recovery in the value of receivables which can be relatedobjectively to an event occurring after the impairment was recognized, the previously recognized impairmentloss is reversed .
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.2 Provision for impairment of inventories
As described in Note III.15, the net realisable value of inventories is under management’s regular review,and as a result, provision for impairment of inventories is recognized for the excess of inventories’ carryingamounts over their net realisable value. When making estimates of net realisable value, the Group takes intoconsideration the use of inventories held on hand and other information available to form the underlyingassumptions, including the inventories’ market prices and the Group’s historical operating costs. The actualselling price, the costs of completion and the costs necessary to make the sale and relevant taxes may varybased on the changes in market conditions and product saleability, manufacturing technology and the actualuse of the inventories, resulting in the changes in provision for impairment of inventories. The net profit orloss may then be affected in the period when the impairment of inventories is adjusted.
34.3 Impairment of assets other than inventories and financial assets
As described in Note III.23, if impairment indication exists, assets other than inventories and financial assetsare assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable amountof the assets. If any such case exists, an impairment loss is recognized.
If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of theasset group to which the asset belongs will be estimated. Impairment exists if the carrying amount of an assetor asset group is higher than recoverable amount, the higher of its fair value less costs of disposal and thepresent value of the future cash flows expected to be derived from the asset or asset group. In assessing thepresent value of estimated future cash flows, significant judgements are exercised over the asset’s production,selling price, related operating expenses and discount rate to calculate the present value. All the parametersused for estimation of the recoverable amount are based on reasonable and supportable assumptions.
34.4 Depreciation and amortisation of assets such as fixed assets and intangible assets
As described in Note III.18 and III.21, assets such as fixed assets and intangible assets are depreciated andamortised over their useful lives after taking into account residual value. The estimated useful lives of theassets are regularly reviewed to determine the depreciation and amortisation costs charged in each reportingperiod. The useful lives of the assets are determined based on historical experience of similar assets and theestimated technical changes. If there have been significant changes in the factors used to determine thedepreciation or amortisation, the rate of depreciation or amortisation is revised prospectively.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.5 Income taxes and deferred income tax
The Company and Group companies are assessed for income tax purposes in a large number of jurisdictionsand, therefore, Company management is required to use considerable judgment in determining the totalprovision for taxes and attribution of income.
When assessing whether there will be sufficient future taxable profits available against which the deductibletemporary differences can be utilised, the Group recognizes deferred tax assets to the extent that it is probablethat future taxable profits will be available against which the deductible temporary differences can be utilised,using tax rates that would apply in the period when the asset would be utilised. In determining the amountof deferred tax assets, the Group makes reasonable judgements and estimates about the timing and amountof taxable profits to be utilised in the following periods, and of the tax rates applicable in the future accordingto the existing tax policies and other relevant regulations. If the actual timing and amount of future taxableprofits or the actual applicable tax rates differ from the estimates made by management, the differences affectthe amount of tax expenses.
34.6 Contingent liabilities
When assessing the possible outcomes of legal claims filed against the Company and its investee companies,the company positions are based on the opinions of their legal advisors. These assessments by the legaladvisors are based on their professional judgment, considering the stage of the proceedings and the legalexperience accumulated regarding the various matters. Since the results of the claims will be determined bythe courts, the outcomes could be different from the assessments.
In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt asto interpretation of the agreement and/or legal provision and/or the manner of their implementation. Thisexposure is brought to the Company’s attention in several ways, among others, by means of contacts madeto Company personnel. In assessing the risk deriving from the unasserted claims, the Company relies oninternal assessments by the parties dealing with these matters and by management, who weigh assessmentof the prospects of a claim being filed, and the chances of its success, if filed. The assessment is based onexperience gained with respect to the filing of claims and the analysis of the details of each claim. By theirnature, in view of the preliminary stage of the clarification of the legal claim, the actual outcome could bedifferent from the assessment made before the claim was filed.
34.7 Employee benefits
The Group’s liabilities for long-term post-employment and other benefits are calculated according to theestimated future amount of the benefit to which the employee will be entitled in consideration for his servicesduring the current period and prior periods. The benefit is stated at present value net of the fair value of theplan’s assets, based on actuarial assumptions. Changes in the actuarial assumptions could lead to materialchanges in the book value of the liabilities and in the operating results.
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.8 Derivative financial instruments
The Group enters into transactions in derivative financial instruments for the purpose of hedging risks relatedto foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair value ofderivative financial instruments is based on quotes from financial institutions. The reasonableness of thequotes is examined by discounting the future cash flows, based on the terms and length of the period tomaturity of each contract, while using market interest rates of a similar instrument as of the measurementdate. Changes in the assumptions and the calculation model could lead to material changes in the fair valueof the assets and liabilities and in the results.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation
1. Main types of taxes and corresponding tax rates
The income tax rate in China is 25% (2024: 25%). The subsidiaries outside of China are assessed based onthe tax laws in the country of their residence.
Set forth below are the tax rates outside China relevant to the largest subsidiaries of the Group in respect ofassets and operating income:
| Name of subsidiary | Location | 2025 | ||
| ADAMA agriculture solutions Ltd. | Israel | 23.0% | ||
| ADAMA Makhteshim Ltd. | Israel | 7.5% | ||
| ADAMA Agan Ltd. | Israel | 16.0% | ||
| ADAMA Brasil S/A | Brazil | 34.0% | ||
| Makhteshim Agan of North America Inc. | U.S. | 24.3% | ||
| ADAMA India Private Ltd | India | 25.2% | ||
| ADAMA Deutschland GmbH | Germany | 32.5% | ||
| Control Solutions Inc. | U.S. | 26.0% | ||
| Adama Australia Pty Ltd | Australia | 30.0% | ||
| ADAMA Northern Europe B.V. | Netherlands | 25.8% | ||
| ADAMA Italia SRL | Italy | 27.9% | ||
| Alligare LLC | U.S. | 26.1% |
The VAT rate of the Group's subsidiaries is in the range between 2.6% to 27%.
(1) Benefits from High-Tech Certificate
The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Departmentof Science and Technology, Department of Finance of Hubei Province and Hubei Provincial Office of theState Administration of Taxation. The applicable income tax rate for 2025 and 2024 is 15%.
Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd, hereinafter -“Anpon"), a subsidiary of the Company, was jointly approved as new and high-tech enterprise, by the JiangsuProvincial Department of Science and Technology, Department of Finance of Jiangsu Province and JiangsuProvincial Office of the State Administration of Taxation. The applicable income tax rate for 2025 and 2024is 15%.
(2) Benefits In Israel under the Law for the Encouragement of Capital Investments
The Israeli enterprises are entitled to tax benefits under the Israeli Law for the Encouragement of CapitalInvestments, 1959. The Israeli enterprises have retained earnings that have been generated under the statusof “Approved Enterprise” or “Beneficiary Enterprise”. In the event that a dividend is distributed from theseretained earnings, such dividend may be liable to tax at the time of distribution.
IV. Taxation - (cont’d)
1. Main types of taxes and corresponding tax rates - (cont’d)
(3) Amendment to the Law for the Encouragement of Capital Investments, 1959
Since 2013 the Israeli enterprises are taxed under the "Preferred Enterprise" regime. The benefits include agrants track for enterprises located on Area A. Tax rates on preferred income as from 2017 tax year are asfollows: 7.5% for Development Area A and 16% for the rest of the country. The amendment furtherdetermined that no tax shall apply to dividend distributed out of preferred income to Israel resident companyshareholder.
As of January 1, 2017 the law includes new tax benefit tracks for a “preferred technological enterprise” anda “special preferred technological enterprise” which award reduced tax rates to a technological industrialenterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets.
The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a“special preferred technological enterprise” with respect to taxable “preferred technological income” per itsdefinition in the Encouragement Law. Regulations that provide a nexus formula for allocating eligible profitsgovern these regimes.
Income of a Preferred Technological Enterprise a Special Preferred Technological Enterprise will be subjectto a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located.
V. Notes to the consolidated financial statements
1. Cash at Bank and On Hand
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Cash on hand | 1,202 | 1,317 | |
| Deposits in banks | 3,314,483 | 3,582,646 | |
| Other cash and bank balances | 181,544 | 46,645 | |
| 3,497,229 | 3,630,608 |
| Including cash and bank balances placed outside China | 2,570,438 | 2,849,640 |
As at June 30, 2025 restricted cash and bank balances was 181,544 thousand RMB (as at December 31, 202446,645 thousand RMB) mainly including deposits that guarantee bank acceptance drafts.
2. Financial assets held for trading
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Bank deposits | 2,047 | 1,035 | |
| 2,047 | 1,035 |
3. Derivative financial assets
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Economic hedge | 832,230 | 445,465 | |
| Accounting hedge derivatives | 31,176 | 38,357 | |
| 863,406 | 483,822 |
4. Bills Receivable
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Post-dated checks receivable | 94,322 | 65,565 | |
| 94,322 | 65,565 |
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable
a. By category
| June 30, 2025 | |||||
| Book value | Provision for expected credit losses | ||||
| Amount | Percentage (%) | Amount | Percentage (%) | Carrying amount | |
| Account receivables assessed individually for impairment | 587,647 | 7 | 354,756 | 60 | 232,891 |
| Account receivables assessed collectively for impairment | 7,973,408 | 93 | 106,028 | 1 | 7,867,380 |
| 8,561,055 | 100 | 460,784 | 5 | 8,100,271 | |
| December 31, 2024 | |||||
| Book value | Provision for expected credit losses | ||||
| Amount | Percentage (%) | Amount | Percentage (%) | Carrying amount | |
| Account receivables assessed individually for impairment | 497,541 | 6 | 321,410 | 65 | 176,131 |
| Account receivables assessed collectively for impairment | 7,911,529 | 94 | 109,830 | 1 | 7,801,699 |
| 8,409,070 | 100 | 431,240 | 5 | 7,977,830 | |
b. Aging analysis
| June 30, 2025 | |
| Within 1 year (inclusive) | 8,083,699 |
| Over 1 year but within 2 years | 214,686 |
| Over 2 years but within 3 years | 39,515 |
| Over 3 years but within 4 years | 46,760 |
| Over 4 years but within 5 years | 16,715 |
| Over 5 years | 159,680 |
| 8,561,055 |
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
Main groups of account receivables assessed collectively for impairment based on geographicallocation:
Geographical location A:
Account receivables in geographical location A are grouped based on similar credit risk:
| June 30, 2025 | |||
| Book value | Provision for expected credit loss | Percentage (%) | |
| Credit group A | 1,063,616 | 3,348 | 0.3 |
| Credit group B | 423,900 | 3,669 | 0.9 |
| Credit group C | 254,605 | 11,108 | 4.4 |
| Credit group D | 42,733 | 891 | 2.1 |
| 1,784,854 | 19,016 | 1.1 | |
Geographical location B:
Account receivables in geographical location B are grouped based on aging analysis:
| June 30, 2025 | |||
| Book value | Provision for expected credit loss | Percentage (%) | |
| Accounts receivable that are not overdue | 566,446 | 5,032 | 0.9 |
| Debts overdue less than 100 days | 44,905 | 1,323 | 3.0 |
| Debts overdue less than 190 days but more than 100 days. | 24,341 | 2,434 | 10.0 |
| Debts overdue less than 360 days but more than 190 days. | 26,569 | 10,628 | 40.0 |
| Debts overdue above 360 days | 15,356 | 11,357 | 74.0 |
| Legal Debtors | 36,290 | 36,290 | 100.0 |
| 713,097 | 67,064 | 9.4 | |
Other geographical locations:
| June 30, 2025 | |||
| Book value | Provision for expected credit loss | Percentage (%) | |
| Other account receivables assessed collectively for impairment | 5,475,457 | 19,948 | 0.4 |
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
c. Addition, written-back and written-off of provision for expected credit losses during the period
| Lifetime expected credit loss (credit losses has not occurred) | Lifetime expected credit loss (credit losses has occurred) | Total | |
| January 1, 2025 | 55,908 | 375,332 | 431,240 |
| Addition (write back) during the period, net | (11,869) | 94,170 | 82,301 |
| Write-off during the period | - | (12,269) | (12,269) |
| Reclassification to long term | - | (52,116) | (52,116) |
| Exchange rate effect | (117) | 11,745 | 11,628 |
| Balance as of June 30, 2025 | 43,922 | 416,862 | 460,784 |
d. Five largest accounts receivable at June 30, 2025:
| Name | Closing balance | Proportion of Accounts receivable (%) | Allowance of expected credit losses (credit losses has occurred) |
| Customer 1 | 212,022 | 1.6 | - |
| Customer 2 | 133,859 | 1.2 | - |
| Customer 3 | 103,907 | 2.5 | 96,634 |
| Customer 4 | 103,628 | 1.2 | - |
| Customer 5 | 84,192 | 1.0 | - |
| Total | 637,608 | 7.5 | 96,634 |
e. Derecognition of accounts receivable due to transfer of financial assets
Certain subsidiaries of the group entered into a securitization transaction with Rabobank International forsale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”).
Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in variousdifferent currencies, to a foreign company that was set up for this purpose and that is not owned by theAdama Ltd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the AcquiringCompany is financed by Cooperative Rabobank U.A..
The trade receivables included as part of the Securitization Transaction are trade receivables that meet thecriteria provided in the agreement.
Every year the credit facility is re-approved in accordance with the Securitization Program. As at 30 June2025, the Securitization agreement was approved up to October 25, 2025.
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’sactivities, as follows: during January - 350m$ (as of June-2025 2,506 million RMB), during the months ofFebruary through July – 400m$ (as of June-2025 2,863 million RMB), during the months of August throughSeptember – 300m$ (as of June-2025 2,148 million RMB), during the months of October through November-275m$ (as of June-2025 1,969 million RMB) and during the monthof December – 300m$ (as of June-20252,148 million RMB). In addition the company has a permanent uncommitted facility of 50$ million (as ofJune-2025 358 million RMB) which will be applicable each period. The proceeds received from thosecustomers whose debts were sold are used for acquisition of new trade receivables.
The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculatedbased on, among other things, the expected length of the period between the date of sale of the tradereceivable and its anticipated repayment date. In the month following acquisition of the debt, the AcquiringCompany pays in cash most of the debt while the remainder is recorded as a subordinated note and ascontinuing involvement that is paid after collection of the debt sold. If the customer does not pay its debt onthe anticipated repayment date, the Company bears interest up to the earlier of the date on which the debt isactually repaid or the date on which debt collection is transferred to the insurance company (the actual costsare not significant and are not expected to be significant).
The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold andwill not have a right of recourse to the Company in respect of the amounts paid in cash, except regardingdebts with respect to which a commercial dispute arises between the companies and their customers, that is,a dispute the source of which is a claim of non-fulfillment of an obligation of the seller in the supplyagreement covering the product, such as: a failure to supply the correct product, a defect in the product,delinquency in the supply date, and the like.
The Acquiring Company appointed a policy manager who will manage for it the credit risk involved withthe trade receivables sold, including an undertaking with an insurance company.
Pursuant to the Receivables Servicing Agreement, the Group subsidiaries handle collection of the tradereceivables as part of the Securitization Transaction for the benefit of the Acquiring Company.
As part of the agreement, Solutions is committed to comply with certain financial covenants, mainly the ratioof the liabilities to equity and profit ratios. As of June 30 2025, Solutions was in compliance with thefinancial covenants.
The accounting treatment of sale of the trade receivables included as part of the Securitization Program is:
The Company is not controlling the Acquiring Company, therefore the Acquiring Company is notconsolidated in the financial statements.
The Company continues to recognize the trade receivables included in the Securitization Program based onthe extent of its continuing involvement therein.
A subordinated note is recorded in respect of the portion of trade receivables included in the SecuritizationProgram with respect to outstanding cash proceeds, however the Company has transferred the credit risk.The continuing involvement and subordinated note recorded in the balance sheet as part of the “otherreceivables” line item.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the“financing expenses”.
f. A subsidiary in Brazil (hereinafter - “the subsidiary”) entered into the following securitizationagreements:
(1) Since 2016, a securitization transaction with Rabobank Brazil for sale of customer receivables(hereinafter "FIDC-Donegal agreement"). Under the FIDC-Donegal agreement, the subsidiary will sell itsreceivables to a securitization structure (hereinafter - “the entity”) that was formed for this purpose wherethe subsidiary has subordinate rights of 5% of the entity's capital.
As at June 17, 2024 the FIDC-Donegal agreement was approved up to September 30, 2027. The maximumsecuritization scope as of June 30, 2025 is BRL 355 million (466 million RMB).
On the date of the sale of the customer receivables, the entity pays the full amount which is the debt amountsold net of discount calculated, among others, over the expected length of the period between the date of saleof the customer receivable and its anticipated repayment date.
The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the entityhas the right of recourse to 5% of the unpaid amount. The subsidiary has a pledged deposit with regards tothe entity’s right of recourse.
The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of itscontinuing involvement therein (5% right of recourse) and also recognizes an associated liability in the sameamount.
In "FIDC-Donegal agreement" the subsidiary handles the collection of receivables included in thesecuritization for the entity.
(2) During 2021, the subsidiary has entered into an additional securitization agreement (hereinafter -“FIDC – Liverpool agreement”) with Itau Bank and Farm investments, for sale of customer receivables to asecuritization structure that was formed for this purpose where the subsidiary has mezzanine quotes of 10.5%of the entity's capital.
As at June 30, 2025 the FIDC-Liverpool agreement was approved up to November 30, 2025. The maximumsecuritization scope as of June 30, 2025 is BRL 226 million (296 million RMB).
The entity bears 100% of the credit risk in respect of the customers whose debts were sold (non-recourse),therefore the subsidiary has no continuing involvement in those account receivables sold.
In "FIDC-Liverpool agreement" the collection of receivables is being handled by the entity.In all the agreements above, the subsidiary does not control the entities and therefore the entities are notconsolidated in the Group's financial statements.
The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income inthe “financing expenses” category.
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
f. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
| June 30 | December 31 | |
| 2025 | 2024 | |
| Accounts receivables derecognized | 3,114,041 | |
| 3,774,877 | ||
| Continuing involvement | 169,079 | 137,471 |
| Subordinated note in respect of trade receivables | 470,914 | 897,443 |
| Liability in respect of trade receivables | 119,807 | 21,127 |
| Six months ended June 30 | ||
| 2025 | 2024 | |
| Loss in respect of sale of trade receivables | 87,344 | 97,379 |
6. Receivables financing
| June 30 | December 31 | |
| 2025 | 2024 | |
| Bank acceptance draft | 107,640 | 144,763 |
| 107,640 | 144,763 |
As at June 30, 2025, bank acceptance endorsed but not yet due amounts to 432,494 thousands RMB.
7. Prepayments
(1) The aging analysis of prepayments is as follows:
| June 30 | December 31 | |||
| 2025 | 2024 | |||
| Amount | Percentage (%) | Amount | Percentage (%) | |
| Within 1 year (inclusive) | 366,603 | 98 | 306,019 | 98 |
| Over 1 year but within 2 years (inclusive) | 5,656 | 2 | 5,138 | 2 |
| Over 2 years but within 3 years (inclusive) | 1,715 | - | 1,711 | - |
| Over 3 years | 175 | - | 674 | - |
| 374,149 | 100 | 313,542 | 100 | |
(2) Total of five largest prepayments by debtor at the end of the period:
| Amount | Percentage of prepayments (%) | |
| June 30, 2025 | 122,081 | 33 |
V. Notes to the consolidated financial statements – (cont'd)
8. Other Receivables
(1) Other receivables by nature
| June 30 | December 31 | |
| 2025 | 2024 | |
| Dividend receivable | 3,766 | - |
| Others | 802,591 | 1,147,469 |
| 806,357 | 1,147,469 |
a. Others breakdown by categories
| June 30 | December 31 | |
| 2025 | 2024 | |
| Subordinated note in respect of trade receivables | 470,914 | 897,443 |
| Trade receivables as part of securitization transactions not yet eliminated | 169,079 | 137,471 |
| Other | 179,356 | 130,385 |
| Sub total | 819,349 | 1,165,299 |
| Provision for expected credit losses - other receivables | (16,758) | (17,830) |
| 802,591 | 1,147,469 |
b. Other receivables by aging
| June 30 | |
| 2025 | |
| Within 1 year (inclusive) | 795,184 |
| Over 1 year but within 2 years | 4,366 |
| Over 2 years but within 3 years | 2,263 |
| Over 3 years but within 4 years | 8,613 |
| Over 4 years but within 5 years | 1,079 |
| Over 5 years | 7,844 |
| 819,349 |
(2) Additions, recovery or reversal and written-off of provision for expected credit losses during the
period:
| Six months ended | ||
| June 30, 2025 | ||
| Balance as of January 1 2025, | 17,830 | |
| Addition (written back) during the period | 147 | |
| Write-off during the period | (1,187) | |
| Exchange rate effect | (32) | |
| Balance as of June 30, 2025 | 16,758 |
V. Notes to the consolidated financial statements – (cont'd)
8. Other Receivables – (cont'd)
(3) Five largest other receivables at June 30, 2025:
| Name | Closing balance | Proportion of other receivables (%) | Allowance of expected credit losses |
| Party 1 | 470,914 | 57 | - |
| Party 2 | 9,879 | 1 | - |
| Party 3 | 3,125 | - | 3,125 |
| Party 4 | 1,681 | - | 1,681 |
| Party 5 | 1,641 | - | 1,641 |
| Total | 487,240 | 58 | 6,447 |
9. Inventories
(1) Inventories by category:
| June 30, 2025 | |||
| Book value | Provision for impairment | Carrying amount | |
| Raw materials | 3,627,504 | 27,175 | 3,600,329 |
| Work in progress | 1,662,122 | 1,460 | 1,660,662 |
| Finished goods | 6,084,021 | 228,251 | 5,855,770 |
| Others | 512,803 | 16,643 | 496,160 |
| 11,886,450 | 273,529 | 11,612,921 | |
| December 31, 2024 | |||
| Book value | Provision for impairment | Carrying amount | |
| Raw materials | 2,675,281 | 24,255 | 2,651,026 |
| Work in progress | 1,831,853 | 4,151 | 1,827,702 |
| Finished goods | 6,490,899 | 280,088 | 6,210,811 |
| Others | 487,335 | 12,211 | 475,124 |
| 11,485,368 | 320,705 | 11,164,663 | |
V. Notes to the consolidated financial statements – (cont'd)
9. Inventories - (cont'd)
(2) Provision for impairment of inventories:
For the Six months ended June 30, 2025
| January 1, 2025 | Provision | Reversal or write-off | Other | June 30, 2025 | ||
| Raw material | 24,255 | 12,966 | (9,981) | (65) | 27,175 | |
| Work in progress | 4,151 | 432 | (3,120) | (3) | 1,460 | |
| Finished goods | 280,088 | 134,597 | (186,223) | (211) | 228,251 | |
| Others | 12,211 | 4,356 | (380) | 456 | 16,643 | |
| 320,705 | 152,351 | (199,704) | 177 | 273,529 | ||
10. Other Current Assets
| June 30 | December 31 | |
| 2025 | 2024 | |
| Deductible VAT | 611,644 | 611,737 |
| Current tax assets | 325,826 | 261,872 |
| Short term investments | 138,956 | 72,725 |
| Others | 59,896 | 41,759 |
| 1,136,322 | 988,093 |
11. Long-Term Receivables
| June 30 | December 31 | |
| 2025 | 2024 | |
| Long term account receivables from sale of goods | 413,008 | 159,813 |
| Provision for expected credit losses – long term receivables | (70,233) | - |
| 342,775 | 159,813 |
1) Additions, recovery or reversal of provision for expected credit losses during the period:
| Provision for long term receivables | |||
| January 1, 2025 | - | ||
| Reclassification from short term | 52,116 | ||
| Addition (write back) during the period, net | 11,231 | ||
| Exchange rate effect | 6,886 | ||
| Balance as of June 30, 2025 | 70,233 | ||
V. Notes to the consolidated financial statements – (cont'd)
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
12. Long-Term Equity Investments
(1) Long-term equity investments by category:
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Joint venture | 2,035 | 1,907 | |
| Associate | 33,921 | 28,320 | |
| 35,956 | 30,227 | ||
(2) Movements of long-term equity investments for the period are as follows:
| January 1, 2025 | Investment income | Other Comprehensive income | Declared distribution of cash dividend | Balance at the end of the period | |
| Joint venture | |||||
| Investee A | 1,907 | 137 | (9) | - | 2,035 |
| Sub-total | 1,907 | 137 | (9) | - | 2,035 |
| Associate | |||||
| Investee B | 28,320 | 5,124 | 3,802 | (3,325) | 33,921 |
| Sub-total | 28,320 | 5,124 | 3,802 | (3,325) | 33,921 |
| Sub-total | 30,227 | 5,261 | 3,793 | (3,325) | 35,956 |
13. Other equity investments
| Dividend received during 2025 | |||
| June 30, 2025 | December 31, 2024 | ||
| Investment A | 54,299 | 54,299 | - |
| Investment B | 76,870 | 77,174 | - |
| 131,169 | 131,473 | - |
Other equity investments are non-core businesses that are intended to be held in the foreseeable future.
V. Notes to the consolidated financial statements – (cont'd)
14. Fixed assets
| Land & Buildings | Machinery & equipment | Motor vehicles | Office & other equipment | Total | |
| Cost | |||||
| Balance as at January 1, 2025 | 4,555,365 | 19,377,869 | 192,853 | 513,027 | 24,639,114 |
| Purchases | 58,850 | 38,236 | 7,924 | 15,253 | 120,263 |
| Transfer from construction in progress | 17,703 | 221,343 | 442 | 581 | 240,069 |
| Disposals | (14,279) | (592,823) | (17,490) | (10,772) | (635,364) |
| Currency translation adjustment | 22,646 | (19,911) | 3,870 | 3,509 | 10,114 |
| Balance as at June 30, 2025 | 4,640,285 | 19,024,714 | 187,599 | 521,598 | 24,374,196 |
| Accumulated depreciation | |||||
| Balance as at January 1, 2025 | (1,931,798) | (11,484,429) | (85,812) | (410,178) | (13,912,217) |
| Charge for the period | (74,194) | (410,472) | (15,368) | (20,041) | (520,075) |
| Disposals | 6,294 | 572,529 | 13,623 | 9,211 | 601,657 |
| Currency translation adjustment | (4,881) | 7,871 | (3,770) | (2,833) | (3,613) |
| Balance as at June 30, 2025 | (2,004,579) | (11,314,501) | (91,327) | (423,841) | (13,834,248) |
| Provision for impairment | |||||
| Balance as at January 1, 2025 | (392,586) | (569,765) | (694) | (957) | (964,002) |
| Transfer from construction in progress | - | (3,897) | - | - | (3,897) |
| Disposals | 2,447 | 11,839 | 47 | - | 14,333 |
| Currency translation adjustment | 969 | 1,618 | (346) | 2 | 2,243 |
| Balance as at June 30, 2025 | (389,170) | (560,205) | (993) | (955) | (951,323) |
| Carrying amounts | |||||
| As at June 30, 2025 | 2,246,536 | 7,150,008 | 95,279 | 96,802 | 9,588,625 |
| As at January 1, 2025 | 2,230,981 | 7,323,675 | 106,347 | 101,892 | 9,762,895 |
The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China.
V. Notes to the consolidated financial statements - (cont'd)
15. Construction in Progress
(1) Construction in progress
| June 30 | December 31 | ||||
| 2025 | 2024 | ||||
| Book value | Provision for impairment | Carrying amount | Book value | Provision for impairment | Carrying amount |
| 2,239,097 | (305,690) | 1,933,407 | 2,306,480 | (309,588) | 1,996,892 |
(2) Details and Movements of major construction projects in progress during period ended June 30, 2025
| Budget | January 1, 2025 | Additions | Including: Interest capitalized | Currency translation differences | Transfer to fixed assets | Impairment | June 30, 2025 | Actual cost to budget (%) | Project progress (%) | Source of funds | |||||
| Project A | 1,048,741 | 123,633 | 2,827 | - | - | (635) | - | 125,825 | 77% | 77% | Bank loan and internal finance | ||||
| Project B | 173,073 | 24,307 | 3,382 | - | - | (2,020) | - | 25,669 | 99% | 99% | Internal finance | ||||
| Project C | 959,252 | 788,927 | 43,900 | 6,595 | (3,424) | - | - | 829,403 | 86% | 86% | Bank loan and internal finance | ||||
* As of June 30, 2025 Project A and Project B include impairment of RMB 14 million and 35 million, respectively.
V. Notes to the consolidated financial statements - (cont'd)
16. Right-of-use assets
| Land & Buildings | Machinery & equipment | Motor vehicles | Office & other equipment | Total | |
| Cost | |||||
| Balance as at January 1, 2025 | 733,276 | 44,712 | 287,129 | 4,773 | 1,069,890 |
| Additions | 24,252 | 484 | 38,532 | - | 63,268 |
| Decrease | (29,976) | (1,886) | (46,128) | (65) | (78,055) |
| Currency translation adjustment | 8,270 | (165) | 1,092 | (20) | 9,177 |
| Balance as at June 30, 2025 | 735,822 | 43,145 | 280,625 | 4,688 | 1,064,280 |
| Accumulated depreciation | |||||
| Balance as at January 1, 2025 | (338,365) | (20,471) | (151,141) | (2,754) | (512,731) |
| Charge for the period | (49,724) | (1,586) | (42,487) | (421) | (94,218) |
| Decrease | 25,958 | 1,886 | 44,253 | 65 | 72,162 |
| Currency translation adjustment | (1,206) | 62 | (780) | 10 | (1,914) |
| Balance as at June 30, 2025 | (363,337) | (20,109) | (150,155) | (3,100) | 536,701 |
| Provision for impairment | |||||
| Balance as at January 1, 2025 | - | - | - | - | - |
| Balance as at June 30, 2025 | - | - | - | - | - |
| Carrying amounts | |||||
| As at June 30, 2025 | 372,485 | 23,036 | 130,468 | 1,588 | 527,579 |
| As at January 1, 2025 | 394,911 | 24,241 | 135,988 | 2,019 | 557,159 |
ADAMA LTD.(Expressed in RMB '000)Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
17. Intangible Assets
(1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office, mostly due to registration procedures or technical problems.
(2) Mainly exclusivity agreements.
| Product registration | Intangible assets on Purchase of Products | Software | Marketing rights, tradename and trademarks | Customers relations | Land use rights (1) | Others(2) | Total | |
| Costs | ||||||||
| Balance as at January 1, 2025 | 13,458,047 | 4,280,000 | 1,522,254 | 851,480 | 647,905 | 507,127 | 677,222 | 21,944,035 |
| Purchases | 161,525 | - | 72,498 | - | - | - | 7,939 | 241,962 |
| Currency translation adjustment | (25,577) | (19,552) | (6,148) | (3,143) | (373) | (167) | 3,830 | (51,130) |
| Balance as at June 30, 2025 | 13,593,995 | 4,260,448 | 1,588,604 | 848,337 | 647,532 | 506,960 | 688,991 | 22,134,867 |
| Accumulated amortization | ||||||||
| Balance as at January 1, 2025 | (10,900,925) | (3,541,336) | (943,309) | (591,866) | (410,266) | (119,350) | (306,093) | (16,813,145) |
| Charge for the period | (287,100) | (55,329) | (57,559) | (11,214) | (21,295) | (5,168) | (9,929) | (447,594) |
| Currency translation adjustment | 26,865 | 14,975 | 2,173 | 1,670 | (255) | (394) | 577 | 45,611 |
| Balance as at June 30, 2025 | (11,161,160) | (3,581,690) | (998,695) | (601,410) | (431,816) | (124,912) | (315,445) | (17,215,128) |
| Provision for impairment | ||||||||
| Balance as at January 1, 2025 | (161,347) | (161,782) | (9,488) | - | - | - | (1,618) | (334,235) |
| Charge for the period | - | (1,435) | - | - | - | - | - | (1,435) |
| Currency translation adjustment | (3,380) | 674 | 40 | - | - | - | - | (2,666) |
| Balance as at June 30, 2025 | (164,727) | (162,543) | (9,448) | - | - | - | (1,618) | (338,336) |
| Carrying amount | ||||||||
| As at June 30, 2025 | 2,268,108 | 516,215 | 580,461 | 246,927 | 215,716 | 382,048 | 371,928 | 4,581,403 |
| As at January 1, 2025 | 2,395,775 | 576,882 | 569,457 | 259,614 | 237,639 | 387,777 | 369,511 | 4,796,655 |
V. Notes to the consolidated financial statements - (cont'd)
18. Goodwill
Changes in goodwill
The Group allocates goodwill to two cash generating units ("CGU "), Crop Protection (Agro) and a non-coreactivity included in the Intermediates and ingredients segment. At the end of the year, or more frequently whetherindicators for impairment exists, the Group estimates the recoverable amount of each CGU for which goodwillhas been allocated to using the DCF model, based on:
? The actual results of 2024, 2025 workplan and the forecast results for the next 4 years.? The discount rate (9% WAAC) based on the company's cost of equity and cost of debt, taking into accountthe comprehensive risk factors.? The annual growth rate (1.5%) based on the management projections and market expectations.
As of December 31, 2024 the value in use of the cash generating units to which goodwill has been allocated toexceeds its carrying amount.
| January 1, 2025 | Change during the year | Currency translation adjustment | Balance at June 30, 2025 | |
| Book value | 5,074,283 | - | (20,503) | 5,053,780 |
| Impairment provision | - | - | - | - |
| Carrying amount | 5,074,283 | - | (20,503) | 5,053,780 |
19. Deferred Tax Assets and Deferred Tax Liabilities
(1) Deferred tax assets without taking into consideration of the offsetting of balances within the sametax jurisdiction
| June 30 | December 31 | |||
| 2025 | 2024 | |||
| Deductible temporary differences | Deferred tax assets | Deductible temporary differences | Deferred tax assets | |
| Deferred tax assets | ||||
| Deferred tax assets in respect of carry forward losses | 3,205,317 | 562,523 | 3,882,406 | 572,189 |
| Deferred tax assets in respect of inventories | 2,458,627 | 685,748 | 1,717,590 | 450,346 |
| Deferred tax assets in respect of employee benefits | 831,926 | 125,326 | 889,110 | 143,905 |
| Other deferred tax asset | 2,463,845 | 582,690 | 2,026,968 | 545,029 |
| 8,959,715 | 1,956,287 | 8,516,074 | 1,711,469 | |
V. Notes to the consolidated financial statements - (cont'd)
19. Deferred Tax Assets and Deferred Tax Liabilities - (cont’d)
(2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the
same tax jurisdiction
| June 30 | December 31 | |||
| 2025 | 2024 | |||
| Taxable temporary differences | Deferred tax liabilities | Taxable temporary differences | Deferred tax liabilities | |
| Deferred tax liabilities | ||||
| Deferred tax liabilities in respect of fixed assets, intangible assets and right-of-use assets | 4,011,883 | 689,668 | 3,982,775 | 702,896 |
| 4,011,883 | 689,668 | 3,982,775 | 702,896 | |
(3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting
| June 30 | December 31 | |||
| 2025 | 2024 | |||
| The offset amount of deferred tax assets and liabilities | Deferred tax assets or liabilities after offset | The offset amount of deferred tax assets and liabilities | Deferred tax assets or liabilities after offset | |
| Presented as: | ||||
| Deferred tax assets | 438,173 | 1,518,114 | 419,815 | 1,291,654 |
| Deferred tax liabilities | 438,173 | 251,495 | 419,815 | 283,081 |
(4) Details of unrecognized deferred tax assets
| June 30 | December 31 | |
| 2025 | 2024 | |
| Deductible temporary differences | 770,042 | 790,191 |
| Deductible losses carry forward | 5,389,130 | 4,875,741 |
| 6,159,172 | 5,665,932 |
(5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets
| June 30 | December 31 | |
| 2025 | 2024 | |
| 2025 | 5,197 | 5,272 |
| 2026 | 166,393 | 190,008 |
| 2027 | 20,859 | 20,920 |
| 2028 | 215,779 | 215,536 |
| 2029 | 174,091 | 148,322 |
| After 2029 | 4,806,811 | 4,295,683 |
| 5,389,130 | 4,875,741 |
V. Notes to the consolidated financial statements - (cont'd)
19. Deferred Tax Assets and Deferred Tax Liabilities - (cont'd)
(6) Unrecognized deferred tax liabilities
When calculating the deferred taxes, taxes that would have applied in the event of realizing investmentsin subsidiaries were not taken into account since it is the Company’s intention to hold these investmentsand not realize them.
20. Other Non-Current Assets
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Judicial deposits | 146,565 | 117,624 | |
| Assets related to securitization | 54,591 | 60,296 | |
| Advances in respect of non-current assets | 30,662 | 16,296 | |
| Long term investments | - | 49,837 | |
| Others | 144,271 | 76,774 | |
| 376,089 | 320,827 |
21. Short-Term Loans
Short-term loans by category:
| June 30 | December 31 | |
| 2025 | 2024 | |
| Unsecured loans | 6,588,393 | 4,748,720 |
| 6,588,393 | 4,748,720 |
V. Notes to the consolidated financial statements – (cont'd)
22. Derivative financial liabilities
| June 30 | December 31 | |
| 2025 | 2024 | |
| Economic hedge | 405,235 | 268,149 |
| Accounting hedge derivatives | 59,932 | 10,431 |
| 465,167 | 278,580 |
23. Bills Payables
| June 30 | December 31 | |
| 2025 | 2024 | |
| Post-dated checks payables | 148,570 | 202,821 |
| Note payables draft | 356,464 | 236,674 |
| 505,034 | 439,495 |
As at June 30, 2025, none of the bills payable are overdue.
24. Accounts payable
| June 30 | December 31 | |
| 2025 | 2024 | |
| Within 1 year (including 1 year) | 5,380,609 | 4,881,335 |
| 1-2 years (including 2 years) | 22,084 | 14,600 |
| 2-3 years (including 3 years) | 9,578 | 11,061 |
| Over 3 years | 28,568 | 27,869 |
| 5,440,839 | 4,934,865 |
There are no significant accounts payables aging over one year.
As at June 30, 2025, the amount of the accounts payable included under the supplier financingarrangements was 1,331,500 thousand RMB. Accounts payables under financing arrangements havepayment due dates ranging from 90 to 180 days from the invoice date. Comparable accounts payablethat are not part of supplier financing arrangements have similar payment terms.
Under supplier finance arrangements, participating suppliers may elect, to receive early payment fromthe financial institutions for invoices owed and the company makes a payment to the financialinstitutions on the original invoice due date, regardless of whether the supplier has elected to receiveearly payment or not.
V. Notes to the consolidated financial statements - (cont'd)
24. Accounts payable - (cont'd)
The company may provide guarantees to the financial institutions (as may be provided to suppliersdirectly as well) but incurs no interest or other charges payable to the financial institutions on thepayments made.
The balance of the accounts payable is not derecognized from the balance sheet because the originalliability is not substantially modified on entering the arrangements as it continues to carry thecharacteristic of accounts payable and represent liabilities to pay for goods and services.The settlements to the financial institutions are included within operating cash flows because theycontinue to be part of the normal operating cycle.Supplier financing arrangements have no impact on the company's liquidity risk.
25. Contract liabilities
| June 30 | December 31 | |
| 2025 | 2024 | |
| Discount for customers | 1,282,968 | 941,955 |
| Advances from customers | 208,137 | 868,809 |
| 1,491,105 | 1,810,764 |
26. Employee Benefits Payable
| June 30 | December 31 | |
| 2025 | 2024 | |
| Short-term employee benefits | 495,598 | 539,144 |
| Post-employment benefits | 44,119 | 53,100 |
| Share based payment (See note XIII) | 6,568 | 14,191 |
| Other benefits within one year | 195,075 | 185,565 |
| 741,360 | 792,000 | |
| Current maturities | 53,659 | 59,784 |
| 795,019 | 851,784 |
V. Notes to the consolidated financial statements - (cont'd)
27. Taxes Payable
| June 30 | December 31 | |
| 2025 | 2024 | |
| Corporate income tax | 289,236 | 276,343 |
| VAT | 213,920 | 212,957 |
| Others | 31,843 | 27,461 |
| 534,999 | 516,761 |
28. Other Payables
| June 30 | December 31 | |
| 2025 | 2024 | |
| Dividends payables | 750 | 750 |
| Other payables | 1,732,385 | 1,416,569 |
| 1,733,135 | 1,417,319 |
(1) Other payables
| June 30 | December 31 | |
| 2025 | 2024 | |
| Accrued expenses | 880,201 | 692,046 |
| Liability in respect of securitization transactions | 119,807 | 21,127 |
| Hold-back payment due to acquistions | 100,000 | 131,000 |
| Payables in respect of intangible assets | 68,679 | 100,350 |
| Financial institutions | - | 6,692 |
| Others | 563,698 | 465,354 |
| 1,732,385 | 1,416,569 |
29. Non-Current Liabilities Due Within One Year
Non-current liabilities due within one year by category are as follows:
| June 30 | December 31 | |
| 2025 | 2024 | |
| Long-term loans due within one year | 1,281,059 | 1,493,018 |
| Debentures payable due within one year | 467,879 | 574,562 |
| Lease liabilities due within one year | 161,055 | 163,133 |
| 1,909,993 | 2,230,713 |
V. Notes to the consolidated financial statements - (cont'd)
30. Other Current Liabilities
| June 30 | December 31 | |
| 2025 | 2024 | |
| Put options to holders of non-controlling interests | 827,795 | 488,531 |
| Provision in respect of returns | 243,235 | 284,287 |
| Provision in respect of claims | 40,676 | 11,264 |
| Others | 422 | 374 |
| 1,112,128 | 784,456 |
31. Long-Term Loans
Long-term loans by category
| June 30 | December 31 | |||
| 2025 | Interest range | 2024 | Interest range | |
| Long term loans | ||||
| Guaranteed loans | 330,971 | 2.75% - 2.95% | 352,017 | 3.20%-3.40% |
| Unsecured loans | 2,696,513 | 2.25%-6.45% | 3,307,626 | 1.73%-9.79% |
| Total Long term loans | 3,027,484 | 3,659,643 | ||
| Less: Long term loans from banks due within 1 year | (1,281,059) | (1,493,018) | ||
| Long term loans, net | 1,746,425 | 2,166,625 | ||
* For more detailes regarding the guaranteed loans – see note X. related parties and related partiestransactions.For the maturity analysis, see note VIII.C - Liquidity risk.
32. Debentures Payable
| June 30 | December 31 | |
| 2025 | 2024 | |
| Debentures Series B | 5,614,582 | 6,894,719 |
| Current maturities | (467,879) | (574,562) |
| 5,146,703 | 6,320,157 |
| June 30 | |
| 2025 | |
| First year (current maturities) | 467,879 |
| Second year | 467,879 |
| Third year | 467,879 |
| Fourth year | 467,879 |
| Fifth year and thereafter | 3,743,066 |
| 5,614,582 |
V. Notes to the consolidated financial statements - (cont'd)
32. Debentures Payable - (cont'd)
Movements of debentures payable:
For the Six months ended June 30, 2025:
| Maturity period | Face value in RMB | Face value NIS | Issuance date | Maturity period | Issuance amount | Balance at January 1, 2025 | Amortization of discounts or premium | CPI and exchange rate effect | Repayment during the period | Currency translation adjustment | Balance at June 30, 2025 | |
| Debentures Series B | 2,673,640 | 1,650,000 | 4.12.2006 | November 2020-2036 | 3,043,742 | 2,890,593 | 116 | 254,443 | (801,247) | (10,511) | 2,333,394 | |
| Debentures Series B | 843,846 | 513,527 | 16.1.2012 | November 2020-2036 | 842,579 | 876,223 | 4,909 | 78,039 | (233,450) | (3,239) | 722,482 | |
| Debentures Series B | 995,516 | 600,000 | 7.1.2013 | November 2020-2036 | 1,120,339 | 1,077,469 | 2,134 | 95,500 | (286,161) | (3,967) | 884,975 | |
| Debentures Series B | 832,778 | 533,330 | 1.2.2015 | November 2020-2036 | 1,047,439 | 1,002,056 | (1,294) | 88,752 | (265,423) | (3,680) | 820,411 | |
| Debentures Series B | 418,172 | 266,665 | 1-6.2015 | November 2020-2036 | 556,941 | 539,058 | (3,493) | 47,657 | (142,179) | (1,970) | 439,073 | |
| Debentures Series B | 497,989 | 246,499 | 5.5.2020 | November 2020-2036 | 692,896 | 509,320 | (4,104) | 45,067 | (134,177) | (1,859) | 414,247 | |
| 6,894,719 | (1,732) | 609,458 | (1,862,637) | (25,226) | 5,614,582 | |||||||
Series B debentures, in amount of NIS 3,810 million par value (2,958 million par value, net of self-purchased), linked to the CPI and bear interest at the base annual rate of
5.15%. The debenture principal shall be repaid in 17 equal payments in the years 2020 through 2036.
On May 26, 2025, ADAMA Solutions Board of Directors approved a buyback plan for the Company's debentures (Series B) in the amount of up to USD 300 million (RMB2,148 million). On May 29, 2025, the Company purchased NIS 642,448,000 par value of Bonds for a total consideration of approximately USD 268 million (RMB 1,927million). The loss in respect of the debentures buyback was RMB 68 million, and included in the financial expenses.
V. Notes to the consolidated financial statements - (cont'd)
33. Lease liabilities
| June 30 | December 31 | |||
| 2025 | Interest range | 2024 | Interest range | |
| Lease liabilities | 760,463 | 1.0%-12.8% | 773,548 | 1.5%-15.4% |
| Less: Lease liabilities due within one year | (161,055) | (163,133) | ||
| Long term lease liabilities, net | 599,408 | 610,415 | ||
34. Long-Term Employee Benefits Payable
Post-employment benefit plans – defined benefit plan and early retirement
| June 30 | December 31 | |
| 2025 | 2024 | |
| Total present value of obligation | 474,916 | 453,398 |
| Less: fair value of plan's assets | (56,703) | (54,186) |
| Net liability related to Post-employment benefits | 418,213 | 399,212 |
| Termination benefits | 74,190 | 78,054 |
| Total recognized liability for defined benefit plan, net (1) | 492,403 | 477,266 |
| Other long-term employee benefits | 102,854 | 126,373 |
| Total long-term employee benefits, net | 595,257 | 603,639 |
| Including: Long-term employee benefits payable due within one year | (53,659) | (59,784) |
| 541,598 | 543,855 |
(1) Movement in the net liability and assets in respect of defined benefit plans, early retirement and
their components
| Defined benefit obligation and early retirement | Fair value of plan's assets | Total | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Balance as at January 1, | 531,452 | 593,169 | 54,186 | 59,884 | 477,266 | 533,285 |
| Expense/income recognized | ||||||
| in profit and loss: | ||||||
| Current service cost | 8,400 | 10,685 | - | - | 8,400 | 10,685 |
| Past service cost | (309) | 1,158 | - | - | (309) | 1,158 |
| Interest costs | 10,360 | 10,624 | 1,315 | 1,286 | 9,045 | 9,338 |
| Losses on curtailments and settlements | 3,374 | 8,696 | - | - | 3,374 | 8,696 |
| Changes in exchange rates | 32,895 | (15,145) | 4,260 | (2,032) | 28,635 | (13,113) |
| Actuarial losses due to early retirement | 1,033 | (105) | - | - | 1,033 | (105) |
| Included in other comprehensive income: | ||||||
| Actuarial gain (losses) as a result of changes in actuarial assumptions | (1,555) | (10,583) | (302) | (938) | (1,252) | (9,645) |
| Foreign currency translation differences in respect of foreign operations | (2,324) | 3,082 | (285) | 340 | (2,040) | 2,742 |
| Additional movements: | ||||||
| Benefits paid | (34,220) | (54,040) | (3,161) | (7,304) | (31,059) | (46,736) |
| Classification to termination | - | (206) | - | - | - | (206) |
| Contributions paid by the Group | - | - | 690 | 412 | (690) | (412) |
| Balance as at June 30, | 549,106 | 547,335 | 56,703 | 51,648 | 492,403 | 495,687 |
V. Notes to the consolidated financial statements - (cont'd)
34. Long-Term Employee Benefits Payable - (cont'd)
Post-employment benefit plans – defined benefit plan and early retirement - (cont'd)
(2) Actuarial assumptions and sensitivity analysis
The principal actuarial assumptions at the reporting date for defined benefit plan
| June 30 | December 31 | |
| 2025 | 2024 | |
| Discount rate (%)* | 1.8%-3.3% | 1.8%-3.0% |
* According to the demographic and the benefit components.
The assumptions regarding the future mortality rate are based on published statistical data and acceptablemortality rates.
Possible reasonable changes as of the date of the report in the discount rate, assuming the other assumptionsremain unchanged, would have affected the defined benefit obligation as follows:
| As of June 30, 2025 | ||
| Increase of 1% | Decrease of 1% | |
| Change in defined benefit obligation | (33,970) | 39,921 |
35. Provisions
| June 30 | December 31 | |
| 2025 | 2024 | |
| Liabilities in respect of contingencies* | 202,400 | 164,271 |
| Provision in respect of site restoration | 191,109 | 147,446 |
| Other | 2,348 | 4,773 |
| 395,857 | 316,490 |
* Liabilities in respect of contingencies includes obligations of pending litigations, where an outflow ofresources had been reliably estimated.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
36. Other Non-Current Liabilities
| June 30 | December 31 | |
| 2025 | 2024 | |
| Long term loans from related party* | 2,354,749 | 2,330,911 |
| Put options to holders of non- controlling interests | - | 292,589 |
| 2,354,749 | 2,623,500 | |
| Current maturities | - | - |
| 2,354,749 | 2,623,500 |
* For more detailes regarding the borrowing from related party – see note X. related parties and relatedparties transactions.
37. Share Capital
| Balance at January 1, 2025 | Issuance of new shares | Buyback of shares | Balance at June 30, 2025 | |
| Share capital | 2,329,812 | - | - | 2,329,812 |
38. Capital Reserve
| Balance at January 1, 2025 | Additions during the period | Reductions during the period | Balance at June 30, 2025 | |
| Share premiums | 12,606,562 | - | - | 12,606,562 |
| Other capital reserve | 343,902 | - | - | 343,902 |
| 12,950,464 | - | - | 12,950,464 | |
V. Notes to the consolidated financial statements - (cont'd)
39. Other Comprehensive Income, net of tax
| Attributable to shareholders of the company | ||||||
| Balance at January 1, 2025 | Before tax amount | Less: transfer to profit or loss | Less: Income tax expenses | Net-of-tax amount | Balance at June 30, 2025 | |
| Items that will not be reclassified to profit or loss | 116,584 | 1,252 | - | 273 | 979 | 117,563 |
| Re-measurement of changes in liabilities under defined benefit plans | 87,909 | 1,252 | - | 273 | 979 | 88,888 |
| Changes in fair value of other equity investment | 28,675 | - | - | - | - | 28,675 |
| Items that may be reclassified to profit or loss | 1,604,444 | 28,860 | (32,940) | (8,337) | 70,137 | 1,674,581 |
| Effective portion of gain or loss of cash flow hedge | 23,241 | (89,632) | (32,940) | (8,337) | (48,355) | (25,114) |
| Translation difference of foreign financial statements | 1,581,203 | 118,492 | - | - | 118,492 | 1,699,695 |
| 1,721,028 | 30,112 | (32,940) | (8,064) | 71,116 | 1,792,144 | |
40. Surplus reserve
| Balance at January 1, 2025 | Additions during the period | Reductions during the period | Balance at June 30, 2025 | |
| Statutory surplus reserve | 294,796 | - | - | 294,796 |
| Discretional surplus reserve | 3,814 | - | - | 3,814 |
| 298,610 | - | - | 298,610 |
41. Retained Earnings
| 2025 | 2024 | |
| Retained earnings as at January 1 | 1,680,382 | 4,678,091 |
| Net loss for the period attributable to shareholders of the Company | (80,352) | (894,866) |
| Dividends to non-controlling Interest | (74,170) | (34,892) |
| Retained earnings as at June 30 | 1,525,860 | 3,748,333 |
V. Notes to the consolidated financial statements - (cont'd)
42. Operating Income and Cost of Sales
| Six months ended June 30 | Six months ended June 30 | |||
| 2025 | 2024 | |||
| Income | Cost of sales | Income | Cost of sales | |
| Principal activities | 14,991,514 | 11,019,714 | 14,887,442 | 11,465,990 |
| Other businesses | 32,686 | 10,459 | 22,847 | 8,084 |
| 15,024,200 | 11,030,173 | 14,910,289 | 11,474,074 | |
43. Taxes and Surcharges
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Tax on turnover | 10,953 | 13,009 | |
| Others | 46,175 | 35,349 | |
| 57,128 | 48,358 | ||
44. Selling and Distribution Expenses
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Salaries and related expense | 912,703 | 1,013,080 | |
| Depreciation and amortization | 465,967 | 507,333 | |
| Advertising and sales promotion | 132,972 | 156,657 | |
| Warehouse expenses | 85,581 | 76,853 | |
| Registration | 70,147 | 65,733 | |
| Travel expenses | 67,740 | 63,152 | |
| Professional services | 51,287 | 56,684 | |
| Insurance | 39,707 | 48,859 | |
| Legal claims settlements | - | 207,084 | |
| Others | 149,564 | 167,941 | |
| 1,975,668 | 2,363,376 | ||
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
45. General and Administrative Expenses
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Salaries and related expenses | 238,606 | 257,344 | |
| Professional services | 225,996 | 68,482 | |
| IT systems | 76,570 | 60,008 | |
| Depreciation and amortization | 71,596 | 57,725 | |
| Cost contribution arrangement | 36,281 | 31,604 | |
| Office rent, maintenance and expenses | 17,901 | 18,822 | |
| Other | 67,917 | 42,281 | |
| 734,867 | 536,266 | ||
46. Research and development expenses
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Salaries and related expenses | 110,779 | 122,214 | |
| Depreciation and amortization | 32,164 | 31,207 | |
| Materials | 19,589 | 10,807 | |
| Field trial | 13,186 | 11,155 | |
| Office rent, maintenance and expenses | 8,839 | 7,000 | |
| Professional services | 8,101 | 13,149 | |
| Other | 24,135 | 22,575 | |
| 216,793 | 218,107 | ||
47. Financial expenses (incomes), net
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Interest expenses on debentures and loans and other charges | 522,664 | 542,663 | |
| Exchange rate differences, net | 230,008 | 42,455 | |
| CPI expenses in respect of debentures | 117,480 | 138,427 | |
| Interest income from customers, banks and others | (101,281) | (130,667) | |
| Loss in respect of sale of trade receivables | 87,344 | 97,379 | |
| Revaluation of put option, net | 43,890 | (190,694) | |
| Interest expense on lease liabilities | 24,084 | 20,205 | |
| Interest expense in respect of post-employment benefits and early retirement, net | 8,992 | 10,849 | |
| Others | 91,159 | 93,030 | |
| 1,024,340 | 623,647 | ||
V. Notes to the consolidated financial statements - (cont'd)
48. Investment income, net
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Income from long-term equity investments accounted for using the equity method | 5,261 | 4,418 | |
| 5,261 | 4,418 | ||
49. Loss from Changes in Fair Value
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Loss from changes in fair value of derivative financial | |||
| Instruments | (36,189) | (204,837) | |
| Others | 29,696 | 8,345 | |
| (6,493) | (196,492) | ||
50. Credit impairment reversal (losses)
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Bills receivable and accounts receivable | (93,532) | (17,570) | |
| Other receivables | (147) | 1,894 | |
| (93,679) | (15,676) | ||
51. Asset impairment losses
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Inventories | (26,081) | 8,938 | |
| Construction in progress | (101) | (2,995) | |
| Intangible asset | (1,435) | (65,077) | |
| (27,617) | (59,134) | ||
V. Notes to the consolidated financial statements - (cont'd)
52. Gain from Disposal of Assets
| Six months ended June 30 | Included in non-recurring items | |||
| 2025 | 2024 | |||
| Gain from disposal of fixed assets | 5,160 | 18,370 | 5,160 | |
| Gain (loss) from disposal of intangible assets | (106) | (153) | (106) | |
| 5,054 | 18,217 | 5,054 | ||
53. Income Tax Expenses (incomes)
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Current year | 192,126 | 160,810 | |
| Deferred tax expenses (income) | (245,081) | 148,269 | |
| Adjustments for previous years, net | 7,728 | 14,357 | |
| (45,227) | 323,436 | ||
(1) Reconciliation between income tax expense and accounting profit is as follows:
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Loss before taxes | (125,579) | (571,430) | |
| Statutory tax in china | 25% | 25% | |
| Tax calculated according to statutory tax in china | (31,395) | (142,858) | |
| Tax benefits from Approved Enterprises | (19,282) | (16,702) | |
| Difference between measurement basis of income for financial statement and for tax purposes | (82,453) | 81,121 | |
| Taxable income (loss) and temporary differences at other tax rate | (197,928) | 55,568 | |
| Taxes in respect of prior years | 7,728 | 14,357 | |
| Utilization of tax losses prior years for which deferred taxes were not created | (14,177) | (7,009) | |
| Temporary differences and losses in the report year for which deferred taxes were not created | 180,931 | 172,664 | |
| Non-deductible expenses, non-taxable income and other difference, net | 48,007 | (17,312) | |
| Neutralization of tax calculated in respect of the Company’s share in results of equity accounted investees | (1,744) | (1,474) | |
| Effect of change in tax rate in respect of deferred taxes | 12,056 | 151,281 | |
| Creation and reversal of deferred taxes for tax losses and temporary differences from previous years | 53,030 | 33,800 | |
| Income tax expenses (incomes) | )45,227 ( | 323,436 | |
54. Other comprehensive income
Details of the Other comprehensive income are set out in Note V.39
V. Notes to the consolidated financial statements - (cont'd)
55. Government grants
| Amount recognized in the profit and loss statements during the Six months ended June 30 | |||
| Category | Presentation accounts | 2025 | 2024 |
| Government grants related to income | Non-Operating income | 5,111 | 2,299 |
| Government grants related to assets | Fixed assets, Intangible assets | 5,334 | 6,352 |
56. Notes to items in the cash flow statements
(1) Cash received relating to other operating activities
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Interest income | 39,574 | 56,151 | |
| Government subsidies | 12,854 | 2,299 | |
| Financial institutions | - | 83,292 | |
| Others | 22,714 | 151,086 | |
| 75,142 | 292,828 | ||
(2) Cash paid relating to other operating activities
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Derivatives transactions | 402,853 | 223,110 | |
| Professional services | 256,694 | 149,886 | |
| Advertising and sales promotion | 141,629 | 154,594 | |
| IT and Communication | 106,662 | 105,993 | |
| Commissions and Warehouse | 99,741 | 95,631 | |
| Registration and Field trials | 76,972 | 79,681 | |
| Financial institutions | 71,112 | - | |
| Travel | 45,237 | 51,867 | |
| Insurance | 35,887 | 51,790 | |
| Others | 419,429 | 479,162 | |
| 1,656,216 | 1,391,714 | ||
V. Notes to the consolidated financial statements - (cont'd)
56. Notes to items in the cash flow statements - (cont'd)
(3) Cash paid relating to other investing activities
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Increase in short and long term investments | 47,825 | 107,950 | |
| 47,825 | 107,950 | ||
(4) Cash received from other financing activities
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Borrowing from related party * | 789,364 | 355,148 | |
| Proceeds in respect of hedging transactions on debentures | 246,992 | 403,236 | |
| Deposit for issuing bills payables | 46,148 | 23,267 | |
| 1,082,504 | 781,651 | ||
* For more detailes regarding the borrowing from related party – see note X. related parties and relatedparties transactions.
(5) Cash paid relating to other financing activities
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Payment in respect of hedging transactions on debentures | 165,934 | 145,548 | |
| Deposit for issuing bills payable | 181,047 | 23,634 | |
| Repayment of lease liability | 93,276 | 91,643 | |
| Others | - | 460 | |
| 440,257 | 261,285 | ||
V. Notes to the consolidated financial statements - (cont'd)
57. Supplementary Information on Cash Flow Statement
(1) Supplementary information on Cash Flow Statement
a. Reconciliation of net profit to cash flows from operating activities:
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Net loss | (80,352) | (894,866) | |
| Add: Impairment provisions for assets | 27,617 | 59,134 | |
| Credit impairment losses | 93,679 | 15,676 | |
| Depreciation of fixed assets and investment property | 520,896 | 531,833 | |
| Depreciation of right-of-use asset | 94,218 | 96,938 | |
| Amortization of intangible asset | 447,594 | 471,597 | |
| Gains on disposal of fixed assets, intangible assets, and other long-term assets, net | (5,054) | (18,217) | |
| Losses from changes in fair value | 6,493 | 196,492 | |
| Financial expenses | 1,214,335 | 160,503 | |
| Investment income, net | (5,261) | (4,418) | |
| Decrease (increase) in deferred tax assets, net | (226,093) | 153,953 | |
| Decrease in deferred tax liabilities, net | (18,988) | (5,684) | |
| Decrease (increase) in inventories, net | (365,063) | 764,477 | |
| Increase in operating receivables, net | (1,431,729) | (881,861) | |
| Increase in operating payables, net | 1,466,286 | 1,103,531 | |
| Others | - | (17,970) | |
| Net cash flow provided by operating activities | 1,738,578 | 1,731,118 | |
b. Net Decrease in cash and cash equivalents
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Closing balance of cash and cash equivalents | 3,315,685 | 3,970,880 | |
| Less: Opening balance of cash and cash equivalents | 3,583,963 | 4,857,358 | |
| Decrease in cash and cash equivalents | (268,278) | (886,478) | |
V. Notes to the consolidated financial statements - (cont'd)
57. Supplementary Information on Cash Flow Statement - (cont'd)
(2) Details of cash and cash equivalents
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Cash on hand | 1,202 | 1,317 | |
| Bank deposits available on demand without restrictions | 3,314,483 | 3,582,646 | |
| 3,315,685 | 3,583,963 |
58. Assets with Restricted Ownership or Right of Use
| June 30 | ||
| 2025 | Reason | |
| Cash | 181,544 | Pledged |
| Other non-current assets | 146,565 | Guarantees |
| 328,109 |
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(1) Foreign currencies denominated items - (cont'd)
| As at June 30, 2025 | ||||||
| Foreign currency at the end of the period | Exchange rate | RMB at the end of the period | ||||
| Cash and bank balances | ||||||
| BRL | 255,456 | 1.312 | 335,158 | |||
| EUR | 36,126 | 8.397 | 303,353 | |||
| ILS | 83,856 | 2.123 | 178,027 | |||
| USD | 16,403 | 7.159 | 117,427 | |||
| PLN | 31,774 | 1.979 | 62,881 | |||
| ZAR | 105,972 | 0.402 | 42,601 | |||
| GBP | 2,852 | 9.816 | 27,997 | |||
| CAD | 4,268 | 5.238 | 22,356 | |||
| Other | 183,748 | |||||
| Total | 1,273,548 | |||||
| Bills and Accounts receivable | ||||||
| BRL | 791,484 | 1.312 | 1,038,427 | |||
| EUR | 94,216 | 8.397 | 791,128 | |||
| RON | 211,218 | 1.652 | 348,932 | |||
| CAD | 55,776 | 5.238 | 292,157 | |||
| HUF | 9,380,834 | 0.021 | 196,998 | |||
| USD | 25,777 | 7.159 | 184,528 | |||
| GBP | 11,661 | 9.816 | 114,460 | |||
| CZK | 257,327 | 0.3388 | 87,192 | |||
| TRY | 448,049 | 0.180 | 80,649 | |||
| ILS | 35,576 | 2.123 | 75,528 | |||
| ZAR | 181,102 | 0.402 | 72,803 | |||
| Other | 229,364 | |||||
| Total | 3,512,166 | |||||
| Other receivables | ||||||
| EUR | 25,339 | 8.397 | 212,775 | |||
| BRL | 31,886 | 1.312 | 41,835 | |||
| GBP | 3,028 | 9.816 | 29,726 | |||
| ILS | 12,479 | 2.123 | 26,492 | |||
| Other | 4,304 | |||||
| Total | 315,132 | |||||
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(2) Foreign currencies denominated items - (cont'd)
| As at June 30, 2025 | ||||||
| Foreign currency at the end of the period | Exchange rate | RMB at the end of the period | ||||
| Other current assets | ||||||
| ILS | 70,585 | 2.123 | 149,851 | |||
| BRL | 107,341 | 1.312 | 140,831 | |||
| ARS | 17,561,239 | 0.006 | 105,367 | |||
| EUR | 8,506 | 8.397 | 71,421 | |||
| UAH | 126,108 | 0.172 | 21,691 | |||
| PYG | 18,619,519 | 0.001 | 18,620 | |||
| TRY | 77,830 | 0.180 | 14,009 | |||
| CAD | 2,651 | 5.238 | 13,888 | |||
| CZK | 36,954 | 0.339 | 12,528 | |||
| INR | 144,365 | 0.084 | 12,127 | |||
| Other | 45,914 | |||||
| Total | 606,247 | |||||
| Long-term receivables | ||||||
| BRL | 261,261 | 1.312 | 342,775 | |||
| Total | 342,775 | |||||
| Long-term investments, loans and other | ||||||
| BRL | 229,250 | 1.312 | 300,776 | |||
| Other | 6,314 | |||||
| Total | 307,090 | |||||
| Short-term loans | ||||||
| UAH | 404,875 | 0.172 | 69,639 | |||
| ARS | 4,851,145 | 0.006 | 29,106 | |||
| Total | 98,745 | |||||
| Bills and Accounts payable | ||||||
| ILS | 393,207 | 2.123 | 834,779 | |||
| EUR | 68,263 | 8.397 | 573,205 | |||
| BRL | 142,588 | 1.312 | 187,076 | |||
| USD | 14,357 | 7.159 | 102,781 | |||
| Other | 67,069 | |||||
| Total | 1,764,910 | |||||
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(3) Foreign currencies denominated items - (cont'd)
| As at June 30, 2025 | |||||||
| Foreign currency at the end of the period | Exchange rate | RMB at the end of the period | |||||
| Other payables | |||||||
| ILS | 138,406 | 2.123 | 293,835 | ||||
| CAD | 13,057 | 1.000 | 13,057 | ||||
| Other | 30,702 | ||||||
| Total | 337,594 | ||||||
| Contract liabilities | |||||||
| EUR | 57,267 | 8.397 | 480,872 | ||||
| CAD | 43,459 | 5.238 | 227,636 | ||||
| BRL | 66,413 | 1.312 | 87,134 | ||||
| TRY | 114,140 | 0.180 | 20,545 | ||||
| Other | 58,329 | ||||||
| Total | 874,516 | ||||||
| Non-current liabilities due within one year | |||||||
| ILS CPI | 244,643 | 2.123 | 519,378 | ||||
| EUR | 1,634 | 8.397 | 13,723 | ||||
| Other | 32,844 | ||||||
| Total | 565,945 | ||||||
| Other current liabilities | |||||||
| EUR | 8,105 | 8.397 | 68,057 | ||||
| Other | 1,905 | ||||||
| Total | 69,962 | ||||||
| Debentures payable | |||||||
| ILS CPI | 2,424,260 | 2.123 | 5,146,703 | ||||
| Total | 5,146,703 | ||||||
| Provision and Long-term payables | |||||||
| BRL | 148,754 | 1.312 | 195,165 | ||||
| ILS | 57,458 | 2.123 | 121,983 | ||||
| EUR | 426 | 8.397 | 3,579 | ||||
| Total | 320,727 | ||||||
| Lease liabilities | |||||||
| ILS CPI | 30,853 | 2.123 | 65,501 | ||||
| EUR | 5,859 | 8.397 | 49,194 | ||||
| ILS | 7,543 | 2.123 | 16,014 | ||||
| Other | 21,104 | ||||||
| Total | 151,813 | ||||||
| Other non-current liabilities | |||||||
| CNH | 2,000,000 | 0.998 | 1,996,820 | ||||
| Total | 1,996,820 | ||||||
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(4) Major foreign operations
| Name of the Subsidiary | Registration & Principal place of business | Business nature | Functional currency |
| ADAMA France S.A.S | France | Distribution | USD |
| ADAMA Brasil S/A | Brazil | Manufacturing; Distribution; Registration | USD |
| ADAMA Deutschland GmbH | Germany | Distribution; Registration | USD |
| ADAMA India Private Ltd. | India | Manufacturing Distribution; Registration | INR |
| Makhteshim Agan of North America Inc. | United States | Manufacturing; Distribution; Registration | USD |
| Control Solutions Inc. | United States | Manufacturing; Distribution; Registration | USD |
| ADAMA Agan Ltd. | Israel | Manufacturing; Distribution; Registration | USD |
| ADAMA Makhteshim Ltd. | Israel | Manufacturing; Distribution; Registration | USD |
| ADAMA Australia Pty Limited | Australia | Distribution | AUD |
| ADAMA Italia SRL | Italy | Distribution | USD |
| ADAMA Northern Europe B.V. | Netherlands | Distribution | USD |
| Alligare LLC | United States | Manufacturing; Distribution; Registration | USD |
The functional currency of the subsidiaries above is the main currency that represent the principal economicenvironment.
VI. Change in consolidation Scope
There is no change of consolidation scope during the period.
VII. Interest in Other Entities
1. Interests in subsidiaries
Composition of the largest subsidiaries of the Group in respect of assets and operating income
| Name of the Subsidiary | Registration & Principal place of business | Business nature | Direct | Indirect | Method of obtaining the subsidiary |
| ADAMA France S.A.S | France | Distribution | 100% | Established | |
| ADAMA Brasil S/A | Brazil | Manufacturing; Distribution; Registration | 100% | Purchased | |
| ADAMA Deutschland GmbH | Germany | Distribution; Registration; | 100% | Established | |
| ADAMA India Private Ltd. | India | Manufacturing; Distribution; Registration | 100% | Established | |
| Makhteshim Agan of North America Inc. | United States | Manufacturing; Distribution; Registration | 100% | Established | |
| Control Solutions Inc. | United States | Manufacturing; Distribution; Registration | 67% | Purchased | |
| ADAMA Agan Ltd. | Israel | Manufacturing; Distribution; Registration | 100% | Restructure | |
| ADAMA Makhteshim Ltd. | Israel | Manufacturing; Distribution; Registration | 100% | Restructure | |
| ADAMA Australia Pty Limited | Australis | Distribution | 100% | Purchased | |
| ADAMA Italia SRL | Italy | Distribution | 100% | Established | |
| ADAMA Northern Europe B.V. | Netherlands | Distribution | 55% | Purchased | |
| Alligare LLC | United States | Manufacturing; Distribution; Registration | 100% | Purchased | |
| Adama Anpon (Jiangsu) Ltd. | China | Manufacturing; Distribution | 100% | Purchased | |
| Adama Huifeng (Jiangsu) Co. Ltd. | China | Manufacturing; Distribution | 51% | Purchased |
2. Interests in joint ventures or associates
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Joint venture | 2,035 | 1,907 | |
| Associate | 33,921 | 28,320 | |
| 35,956 | 30,227 | ||
3. Summarized financial information of joint ventures and associates
| June 30, 2025 and six months then ended | December 31, 2024 and six months ended June 30,2024 | |
| Joint venture: | ||
| Total carrying amount | 2,035 | 1,907 |
| The Group's share of the following items: | ||
| Net profit | 137 | 334 |
| Other comprehensive income | (9) | 10 |
| Total comprehensive income | 128 | 344 |
| Associate: | ||
| Total carrying amount | 33,921 | 28,320 |
| The Group's share of the following items: | ||
| Net profit | 5,124 | 4,084 |
| Other comprehensive income | 3,802 | (3,912) |
| Total comprehensive income | 8,926 | 172 |
VIII. Risk Related to Financial Instruments
A. General
The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risksand market risks (including currency risk, interest risk and other price risk). In order to reduce the exposure tothese risks, the Group uses financial derivatives instruments, including forward transactions and options(hereinafter - “derivatives”).
Transactions in derivatives are undertaken with major financial institutions, and therefore, in the opinion ofGroup Management the credit risk in respect thereof is low.
This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives,policies and processes regarding the measurement and management of the risk. Additional quantitativedisclosure is included throughout the consolidated financial statements.
The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group'srisk management policy. The Finance Committee is responsible for establishing and monitoring the Group'sactual risk management policy. The Chief Financial Officer reports to the Finance Committee on a regularbasis regarding these risks.
The Group’s risk management policy, established to identify and analyze the risks facing the Group, to setappropriate risk limits and controls, and to monitor risks and adherence to limits. The policy and methods formanaging the risks are reviewed regularly, in order to reflect changes in market conditions and the Group'sactivities. The Group, through training, and management standards and procedures, aims to develop adisciplined and constructive control environment in which all the employees understand their roles andobligations.
B. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument failsto meet its contractual obligations, and derives mainly from trade receivables and other receivables as well asfrom cash and deposits in financial institutions.
Accounts and other receivables
The Group’s revenues are derived from a large number of widely dispersed customers in many countries.Customers include multi-national companies and manufacturing companies, as well as distributors,agriculturists, agents and agrochemical manufacturers who purchase the products either as finished goods oras intermediate products for their own requirements.
The Company entered into an agreement for the sale of trade receivables in a securitization transaction, fordetails see note V.5.e. and f.
In June 2024, a two-years agreement with an international insurance company was renewed. The amount ofthe insurance coverage was fixed at $150 million cumulative per year. The indemnification is limited to 90%of the debt.
The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer,and by the demographic characterization of the customer’s base, including the risk of insolvency of theindustry and geographic region in which the customer operates.
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The Company management has prescribed a credit policy, whereby the Company performs current ongoingcredit evaluations of existing and new customers, and every new customer is examined thoroughly regardingthe quality of his credit, before offering him the Group’s customary shipping and payment terms. Theexamination made by the Group includes an outside credit rating, if any, and in many cases, receipt ofdocuments from an insurance company. A credit limit is prescribed for each customer, outstanding amount ofthe accounts receivable balance. These limits are examined annually. Customers that do not meet the Group’scriteria for credit quality may do business with the Group on the basis of a prepayment or against furnishingof appropriate collateral.
Most of the Group’s customers have been doing business with it for many years. In monitoring customer creditrisk, the customers were grouped according to a characterization of their credit, based on geographical location,industry, aging of receivables, maturity, and existence of past financial difficulties. Customers defined as “highrisk” are classified to the restricted customer list and are supervised by management. In certain countries,mainly, Brazil, customers are required to provide property collaterals (such as agricultural lands and equipment)against execution of the sales, the value of which is examined on a current ongoing basis by the Company. Inthese countries, in a case of expected credit risk, the Company records a provision for the amount of the debtless the value of the collaterals provided and acts to realize the collaterals.
The Group closely monitors the economic situation in Eastern Europe and in South America on an ongoingbasis.
The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk ofaccount receivables, Other receivables and investments on a lifetime expected credit loss basis. See also notesⅢ.11 – Financial instruments, Ⅲ.12 – Accounts receivables and Ⅲ.14 – Other receivables.
Cash and deposits in banks
The Company holds cash and deposits in banks with a high credit rating. These banks are also required tocomply with capital adequacy or maintain a level of security based on different situations.
Guarantees
The Company’s policy is to provide financial guarantees only to investee companies.
Aging of receivables and expected credit risk
Presented below is the aging of the past due trade receivables:
| June 30, 2025 | |
| Past due by less than 90 days | 776,475 |
| Past due by more than 90 days | 598,398 |
| 1,374,873 |
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The company measure the provision for credit losses on a collective group basis, where receivables sharesimilar credit risk characteristics based on geographical locations. The examination for expected credit lossesis performed using model including aging analysis and historical loss experiences, and adjusted by theobservable factors reflecting current and expected future economic conditions.When credit risk on a receivable has increased significantly since initial recognition, the group records specificprovision or general provision which is determined for groups of similar assets in countries in which there arelarge number of customers with immaterial balances.The Group has credit risk exposures for accounts receivables amounted to RMB 7,826,757 thousand relate tocategory of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 734,298thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has aprovision for other receivables amounted to RMB 16,758 thousand related to category of "Lifetime expectedcredit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financial assetsat amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses".
C. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when theycome due. The Group's approach to managing its liquidity risk is to assure, to the extent possible, an adequatedegree of liquidity for meeting its obligations timely, under ordinary conditions and under pressure conditions,without sustaining unwanted losses or hurting its reputation.
The cash-flow forecast is determined both at the level of the various entities as well as of the consolidatedlevel. The Company examines the current forecasts of its liquidity requirements in order to ascertain that thereis sufficient cash for the operating needs, including the amounts required in order to comply with the financialliabilities, while taking strict care that at all times there will be unused credit frameworks so that the Companywill not exceed the credit frameworks granted to it and the financial covenants with which it is required tocomply with. These forecasts take into consideration matters such as the Company’s plans to use debt forfinancing its activities, compliance with required financial covenants, compliance with certain liquidity ratiosand compliance with external requirements such as laws or regulation.
The surplus cash held by the Group subsidiaries, which is not required for financing the current ongoingoperations, is invested in short-term interest-bearing investment channels.
VIII. Risk Related to Financial Instruments - (cont’d)
C. Liquidity risk - (cont’d)
(1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts,including estimated interest payments:
| As at June 30, 2025 | ||||||||||||
| Third- | Fifth year | Contractual | Carrying | |||||||||
| First year | Second year | Fourth year | and above | Cash flow | amount | |||||||
| Non-derivative financial liabilities | ||||||||||||
| Short-term loans | 6,761,198 | - | - | - | 6,761,198 | 6,588,393 | ||||||
| Bills payables | 505,034 | - | - | - | 505,034 | 505,034 | ||||||
| Accounts payables | 5,440,839 | - | - | - | 5,440,839 | 5,440,839 | ||||||
| Other payables | 1,733,135 | - | - | - | 1,733,135 | 1,733,135 | ||||||
| Other current liabilities | 827,795 | - | - | - | 827,795 | 827,795 | ||||||
| Debentures payable | 719,260 | 719,726 | 1,367,278 | 4,506,825 | 7,313,089 | 5,614,582 | ||||||
| Long-term loans | 1,343,555 | 845,244 | 983,861 | - | 3,172,660 | 3,027,484 | ||||||
| Long-term payables | 11,645 | 25,576 | 47,462 | 179,908 | 264,591 | 186,159 | ||||||
| Lease Liabilities | 207,388 | 149,112 | 177,109 | 610,558 | 1,144,167 | 760,463 | ||||||
| Other non-current liabilities | 47,122 | 2,375,193 | - | - | 2,422,315 | 2,354,749 | ||||||
| Derivative financial liabilities | ||||||||||||
| Foreign currency derivatives | 459,545 | - | - | - | 459,545 | 459,545 | ||||||
| CPI/shekel forward transactions | 5,622 | - | - | - | 5,622 | 5,622 | ||||||
| 18,062,138 | 4,114,851 | 2,575,710 | 5,297,291 | 30,049,990 | 27,503,800 | |||||||
D. Market risks
Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates andprices of capital instruments, will affect the Group’s revenues or the value of its holdings in its financialinstruments. The objective of market risk management is to manage and monitor the exposure to market riskswithin acceptable parameters, while optimizing the return.
During the ordinary course of business, the Group purchases and sells derivatives and assumes financialliabilities for the purpose of managing market risks.
(1) CPI and foreign currency risks
Currency risk
The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in currenciesthat differ from the Group’s functional currency. The main exposure is in Euro, Brazilian real, USD and inNIS. In addition, there are smaller exposures to various currencies such as the British pound, Polish zloty,Australian dollar, Indian rupee, Argentine peso, Canadian dollar, South African Rand, Ukraine Hryunia, theTurkish lira and Chinese Yuan Renminbi.
The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedgethe cash flows risk, which derive from existing monetary assets and liabilities and anticipated sales andpurchases, which may be affected by exchange rate fluctuations.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for thesubsequent year. Likewise, the Group hedges most of its monetary assets and liabilities denominated in anon- U.S. dollar currency. The Group uses foreign currency derivatives to hedge its currency risk, mostly withmaturity dates of less than one year from the reporting date.
Solutions debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well as changesin the NIS exchange rate, could cause significant impact with respect to the subsidiary functional currency –the U.S. dollar. As of the approval date of the financial statements, the subsidiary had hedged most of itsexposure deriving from issuance of the debentures, in options and forward contracts.
(A) The Group’s exposure to NIS-CPI and foreign currency risk is as follows:
| June 30, 2025 | ||
| Total assets | Total liabilities | |
| In US Dollar | 2,881,498 | 2,149,111 |
| In Euro | 1,448,437 | 1,094,028 |
| In Brazilian real | 2,199,802 | 371,209 |
| CPI-linked NIS | 3,293 | 5,741,855 |
| In New Israeli Shekel | 429,898 | 1,160,571 |
| Denominated in or linked to other foreign currency | 2,971,908 | 2,624,806 |
| 9,934,836 | 13,141,580 | |
(B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows:
| June 30, 2025 | ||||||
| Currency/linkage receivable | Currency/linkage payable | Average expiration date | USD thousands Par value | RMB thousands Par value | Fair value | |
| Forward foreign currency | USD | EUR | 09/10/2025 | 161,220 | 1,154,109 | (57,086) |
| Contracts and call options | USD | PLN | 18/08/2025 | 2,218 | 15,878 | (1,583) |
| USD | BRL | 07/08/2025 | 270,676 | 1,937,658 | (88,212) | |
| USD | GBP | 16/07/2025 | 20,629 | 147,675 | (4,709) | |
| USD | ZAR | 28/07/2025 | 12,214 | 87,432 | (7,334) | |
| ILS | USD | 21/07/2025 | 912,413 | 6,531,603 | 651,051 | |
| USD | OTHER | 874,920 | 6,263,204 | (93,724) | ||
| CPI forward contracts | CPI | ILS | 11/11/2025 | 548,636 | 3,927,464 | (164) |
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
(C) Sensitivity analysis
The appreciation or depreciation of the Dollar against the following currencies as of December 31, 2024and the increase or decrease in the CPI would increase (decrease) the equity and profit or loss by theamounts presented below. This analysis assumes that all the remaining variables, among others interestrates, remains constant.
| June 30, 2025 | ||||
| Decrease of 5% | Increase of 5% | |||
| Equity | Profit (loss) | Equity | Profit (loss) | |
| New Israeli shekel | 51,230 | 32,908 | (14,499) | 1,041 |
| British pound | 1,917 | 1,917 | (1,917) | (1,917) |
| Euro | (35,568) | (1,707) | 28,912 | 1,707 |
| Brazilian real | 14,905 | 14,905 | (22,151) | (22,151) |
| Polish zloty | (1,799) | (1,799) | 1,713 | 1,713 |
| South African Rand | 115 | 115 | (586) | (586) |
| Chinese Yuan Renminbi | 124,500 | 124,500 | (108,753) | (108,753) |
| CPI-linked NIS | 99,466 | 99,466 | (99,466) | (99,466) |
(2) Interest rate risks
The Group has exposure to changes in the variable interest rate. The Group has different assets andliabilities in different countries which bear interest according to the economic environment in each country.Most of the loans, other than the debentures, bear Dollar SOFR and Euro ESTER interest. As a result,most of the variable interest exposure of those loans is to the SOFR interest.
The Company prepares a quarterly summary of exposure to a change in the SOFR interest rate. As at theapproval date of the financial statements, the Company had not hedged this exposure.
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(2) Interest rate risks - (cont’d)
(A) Type of interest
The interest rate profile of the Group’s interest-bearing financial instruments was as follows:
| June 30, 2025 | |
| Fixed-rate instruments – unlinked to the CPI | |
| Financial assets | |
| Other non-current assets | 1,632 |
| Financial liabilities | |
| Long-term loans (1) | 2,365,763 |
| Long-term payables | 25,721 |
| Other non-current liabilities | 357,930 |
| (2,747,782) | |
| Fixed-rate instruments – linked to the CPI | |
| Financial liabilities | |
| Debentures payable (1) | 5,614,582 |
| Variable-rate instruments | |
| Financial assets | |
| Cash at banks | 590,377 |
| Financial assets at fair value through profit or loss | 2,047 |
| Other current assets | 138,956 |
| Financial liabilities | |
| Short-term loans and credit from banks | 6,588,393 |
| Long-term loans (1) | 661,721 |
| Long-term payables | 138,061 |
| Other non-current liabilities | 1,996,819 |
| (8,653,614) |
(1) Including current maturities.
(B) Sensitivity analysis of cash flows regarding variable-interest instruments
A change of 5% in the interest rates on the reporting date would increase or reduce equity and profit or lossby the amounts presented below. This analysis assumes that all the remaining variables, among othersexchange rates, remained fixed.
| Profit or loss | Equity | |||
| Increase in interest | Decrease in interest | Increase in interest | Decrease in interest | |
| As at June 30, 2025 | 2,225 | (2,251) | 2,225 | (2,251) |
IX. Fair Value
The fair value of forward contracts on foreign currency is based on their listed market price, if available. In theabsence of market prices, the fair value is estimated based on the discounted difference between the statedforward price in the contract and the current forward price for the residual period until redemption, using anappropriate interest rate.
The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluatedthrough discounting future cash flow estimates, based on the conditions and duration to maturity of each contract,using the market interest rates of a similar instrument at the measurement date and in accordance with the Black& Scholes model.
1. Financial instruments measured at fair value for disclosure purposes only
The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills andaccounts receivable, receivables financing, other receivables, short-term loans, bills and accounts payable andother payable, are the same or proximate to their fair value.
The following table details the carrying amount in the books and the fair value of groups of non-current financialinstruments presented in the financial statements not in accordance with their fair values:
| June 30, 2025 | ||
| Carrying amount | Fair value | |
| Financial assets | ||
| Other non-current assets (a – Level 2) | 16,601 | 13,394 |
| Financial liabilities | ||
| Long-term loans and others (b – Level 2) | 6,330,132 | 6,145,750 |
| Debentures (c – Level 1) | 5,614,582 | 5,914,985 |
a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptableinterest rate for similar investment having similar characteristics (Level 2).b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptable
interest rate for similar loans having similar characteristics (Level 2).c) The fair value of the debentures is based on stock exchange quotes (Level 1).
2. The interest rates used in determining fair value
The interest rates used to discount the estimate of anticipated cash flows are:
| June 30, 2025 | |
| % | |
| U.S. dollar interest | 7.08-8.50 |
| Chinese Yuan Renminbi | 1.42-3.97 |
| Euro | 4.54-4.86 |
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value - (cont’d)
3. Fair value hierarchy of financial instruments measured at fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. The table below presents an analysis of financialinstruments measured at fair value. The various levels have been defined as follows:
? Level 1: quoted prices (unadjusted) in active market for identical instrument.? Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.? Level 3: inputs that are not based on observable market data (unobservable inputs).
The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputsand therefore are concurrent with the definition of level 2.
| June 30 | |
| 2025 | |
| Forward contracts and options used for hedging the cash flow (Level 2) | (28,756) |
| Forward contracts and options used for economic hedging (Level 2) | 426,995 |
| Other equity investment (Level 2) | 131,169 |
| Receivables financing (Level 2) | 107,640 |
| Other non-current assets (Level 2) | 54,591 |
| Other (Level 2) | 2,047 |
| Financial Instrument | Fair value |
| Forward contracts | Fair value measured on the basis of discounting the difference between the stated forward price in the contract and the current forward price for the residual period until redemption using an appropriate interest rates. |
| Foreign currency options | The fair value is measured based on the Black&Scholes model. |
No transfer between any levels of the fair value hierarchy in the reporting period.
No change in the valuation techniques in the reporting period.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions
1. Information on parent Company
| Company name | Registered place | Business nature | Registered capital (Thousand RMB) | Shareholding percentage | Percentage of voting rights |
| Syngenta Group | Shanghai, China | Production and sales of agrochemicals, fertilizers and GM seeds | 11,158,387 | 78.47% | 78.47% |
The Company’s ultimate controlling shareholder is Sinochem Holdings .
2. Information on the largest subsidiaries of the Company
For information about the subsidiaries of the Company, refer to Note VII.1.
3. Information on largest joint ventures and associates of the Company
For information about the joint ventures and associates of the Company, refer to Note V.12.Other joint ventures and associates that have related party transactions with the Group during this period or theprevious periods are as follows:
| Name of entity | Relationship with the Company |
| Innovaroma SA | Joint venture of the Group |
X. Related parties and related party transactions - (cont’d)
4. Information on other related parties
| Name of other related parties | Related party relationship |
| Agro Jangada Ltda | Common control |
| Beijing Guangyuan Yinnong Chemical Co., LTD | Common control |
| Bluestar (Beijing) Chemical Machinery Co. Ltd. | Common control |
| Bluestar Engineering Co. Ltd. | Common control |
| China National Chemical Information Center Co. Ltd. | Common control |
| Dipagro LTDA | Common control |
| Elkem Silicones Brasil Ltd. | Common control |
| Hangzhou (Torch) Xidoumen Membrane Industry Co., LTD | Common control |
| Huaxia Hanhua Chemical Equipment Co., LTD | Common control |
| Jiangsu Huaihe Chemical Co. Ltd. | Common control |
| Jiangsu Yangnong Chemical Co. Ltd. | Common control |
| Liaocheng Luxi Polyol New Material Technology Co. Ltd. | Common control |
| Sino MAP | Common control |
| Ningxia Ruitai Technology Co. Ltd. | Common control |
| P.T. Syngenta Indonesia | Common control |
| Produtécnica Nordeste Comércio de Insumos Agrícolas Ltda. | Common control |
| Qingdao Rubber Six Conveyor Belt Co.Ltd. | Common control |
| Shenyang Sciencreat Chemicals Co. Ltd. | Common control |
| Shenyang Shenhua Institute Testing Technology Co. Ltd. | Common control |
| Sinochem (Hainan) Agroecology Co. | Common control |
| Sinochem (Linyi) Crop Nutrition Co. Ltd | Common control |
| Sinochem Agro Co. Ltd. | Common control |
| Sinochem Fertilizer Company Limited and its branches | Common control |
| Sinochem Hebei Co. Ltd. | Common control |
| Sinochem Information Technology Co. Ltd. | Common control |
| Sinochem International Crop Care (Overseas) Pte. Ltd. | Common control |
| Sinochem Modern Agriculture (Hunan) Co. LTD | Common control |
| Sinochem Modern Agriculture (Inner Mongolia) Co. LTD | Common control |
| Sinochem Modern Agriculture (Xinjiang) Co. LTD | Common control |
| Sinochem Modern Agriculture Anhui Co. LTD | Common control |
| Sinochem Oil (Hainan) Co.Ltd. | Common control |
| Sinochem Petrochemical Sales Co. Ltd. | Common control |
| Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Base Co. Ltd. | Common control |
| Syngenta (Shanghai) Crop Protection Technology Company Limited | Common control |
X. Related parties and related party transactions - (cont’d)
4. Information on other related parties - (cont’d)
| Jiangsu Huifeng Biological Agriculture Co., Ltd | Minority shareholder and its subsidiary |
| Nongyi Net (Yangling) e-commerce Co., Ltd. | Minority shareholder and its subsidiary |
| Shanghai focus supply chain Co., Ltd | Minority shareholder and its subsidiary |
| Shanghai nengjianyuan Biological Agriculture Co., Ltd | Minority shareholder and its subsidiary |
| Name of other related parties | Related party relationship |
| Syngenta Agro (Argentina) S.A. | Common control |
| Syngenta Agro AG | Common control |
| Syngenta Agro GmbH | Common control |
| Syngenta Australia Pty Ltd | Common control |
| Syngenta Canada Inc | Common control |
| Syngenta Comercial Agricola | Common control |
| Syngenta Crop Protection A/S | Common control |
| Syngenta Crop Protection AG | Common control |
| Syngenta Crop Protection Lda | Common control |
| Syngenta Crop Protection LLC | Common control |
| Syngenta Crop Protection Ltd. | Common control |
| Syngenta Crop Protection SA | Common control |
| Syngenta Czech s.r.o. | Common control |
| Syngenta Espa?a S.A. | Common control |
| Syngenta France SAS | Common control |
| Syngenta Group Saturn (NL) B.V. | Common control |
| Syngenta Hellas AEBE | Common control |
| Syngenta India Ltd | Common control |
| Syngenta Italia SpA | Common control |
| Syngenta Korea Ltd | Common control |
| Syngenta Nantong Crop Protection Co Ltd | Common control |
| Syngenta Protecao de Cultivos Ltda | Common control |
| Syngenta SA.. | Common control |
| Syngenta Slovakia s.r.o. | Common control |
| Syngenta Tarim Sanay ve Ticaret AS | Common control |
| Syngenta Zambia Limited | Common control |
| Taicang Zhonglan Environmental Protection Technology Service Co., LTD | Common control |
| China Bluestar Chengrand Research Institute Chemical Industry | Common control |
| Youjia Crop Protection Co. Ltd. | Common control |
| Youth Chemical Co. Ltd. | Common control |
| Zhonglan International Chemical Co. Ltd. | Common control |
| Zhonglan Lianhai Design & Research Institute Co. Ltd. | Common control |
X. Related parties and related party transactions - (cont’d)
5. Transactions and balances with related parties
(1) Transactions with related parties
| Six months ended June 30 | |||
| Type of purchase | Related Party Relationship | 2025 | 2024 |
| Summary of purchase of goods/services: | |||
| Purchase of goods/services received | Common control under Sinochem Holdings | 651,803 | 675,406 |
| Minority shareholder and its subsidiary | 14,228 | 17,564 | |
| Purchase of fixed assets and other assets | Common control under Sinochem Holdings | 49 | - |
| Lease expenses | Common control under Sinochem Holdings | - | 284 |
| Minority shareholder and its subsidiary | 924 | 544 | |
| Summary of Sales of goods: | |||
| Sale of goods/ Service rendered | Common control under Sinochem Holdings | 554,642 | 659,835 |
| Joint venture | 49,323 | 44,550 | |
| Minority shareholder and its subsidiary | 8,948 | 26,159 | |
| Lease income | Minority shareholder | 544 | 588 |
(2) Guarantees
The Group as the guarantee receiver
| Guarantee provider | Amount of guaranteed loan | Inception date of guaranty | Maturity date of guaranty | Guaranty completed (Y / N) |
| Parent company | 263,000 | 21/04/2021 | 20/04/2028 | N |
| 67,971 | 01/06/2021 | 31/05/2028 | N |
* During the reporting period, the Company paid a guarantee fee amounting to 197 thousand RMB(six months ended June 30, 2024: 210 thousand RMB) to the parent company.
X. Related parties and related party transactions - (cont’d)
5. Transactions and balances with related parties - (cont'd)
(3) Remuneration of key management personnel and directors
| Periods ended June 30 | ||
| 2025 | 2024 | |
| Remuneration of key management personnel and directors | 16,533 | 16,195 |
(4) Receivables from and payables to related parties (including loans)
Receivable Items
| June 30 | December 31 | ||||
| 2025 | 2024 | ||||
| Items | Related Party Relationship | Book Balance | Expected credit losses | Book Balance | Expected credit losses |
| Trade receivables | Common control under Sinochem Holdings | 240,517 | - | 243,093 | - |
| Joint venture | 22,564 | - | 13,198 | - | |
| Minority shareholder and its subsidiary | 1,492 | - | 8,163 | - | |
| Other Non-Current assets | Common control under Sinochem Holdings | - | - | - | - |
| Prepayments | Common control under Sinochem Holdings | 1,905 | - | 617 | - |
| Minority shareholder and its subsidiary | - | - | 547 | - | |
Payable Items
| June 30 | December 31 | |||
| Items | Related Party Relationship | 2025 | 2024 | |
| Trade payables | Common control under Sinochem Holdings | 288,429 | 235,899 | |
| Minority shareholder and its subsidiary | 1,245 | 256 | ||
| Other payables | Common control under Sinochem Holdings | 70,899 | 35,450 | |
| Minority shareholder and its subsidiary | 1,850 | 1,641 | ||
| Contractual liability | Common control under Sinochem Holdings | 17,714 | 38,676 | |
| Short-term loans * | Common control under Sinochem Holdings | 3,507,713 | 2,731,591 | |
| Other non-current liabilities * | Common control under Sinochem Holdings | 2,354,749 | 2,330,911 |
* Include liabilities are loans from a related party, the interest expenses for the Six months ended June 30,2025 is 134,799 thousand RMB (six months ended June 30, 2024: 117,494 thousand RMB ).
X. Related parties and related party transactions - (cont’d)
5. Transactions and balances with related parties - (cont'd)
(4) Receivables from and payables to related parties (including loans) (cont'd)
On October 27, 2021, the Board of Directors first approved (following the pre-approval of the Company’sindependent directors dated October 25, 2021) the Company, through one of its subsidiaries, entering intocommitted credit facilities agreements in the aggregate amount of $100 million (RMB 715 million) onmarket terms with Syngenta Group, or any of its subsidiaries. Following the approvals of the Company’srequisite organs, these facilities were amended and further increased in December 2022 and in April 2023,to an aggregate amount of $400 million (RMB 2,863 million). As of June 30, 2025, a total of $400 million(RMB 2,863 million) was utilized.On August 28, 2023, the Board of Directors approved (following the pre-approval of the Company’sindependent directors dated August 22, 2023) the Company, through one of its subsidiaries, entering into anadditional committed credit facility agreement in the amount of RMB 2,000 million with Syngenta Group,or any of its subsidiaries. As of June 30, 2025, a total of RMB 2,000 million was utilized.On April 25, 2024, the Board of Directors approved (following the pre-approval of the Company’sindependent directors dated April 24, 2024) the Company, through one of its subsidiaries, entering into ancommitted credit facility agreement (“the Previous Credit Facility”) in the amount of $200 million (RMB1,432 million) with one subsidiary of Syngenta Group.On November 6, 2024, the Board of Directors approved (following the pre-approval of the Company’sindependent directors dated November 5, 2024) the Company to apply, on top of the previous credit facitiliy,a new credit line with an estimated amount of no more than $200 million (RMB 1,432 million) and to signa new facility agreement. As of June 30, 2025, $140 million (RMB 1,002 million) was utilized under thisagreement.
(5) Other related party transactions
The closing balance of bank deposit in Sinochem Finance Corporation was 680,606 thousand RMB(31.12.24: 627,434) Interest income of bank deposit for the current period was 3,197 thousand RMB (amountfor six months ended June , 2024 was 3,773 thousand RMB).The closing balance of a loan received from Sinochem Finance Corporation was 40,000 thousand RMB(31.12.24: 20,000). Interest expenses in the current period was 398 thousand RMB (amount for six monthsended June , 2024 was nil thousand RMB).
XI. Commitments and contingencies
1. Significant commitments
| June 30 | December 31 | |
| 2025 | 2024 | |
| Investment in Fixed assets | 173,636 | 195,204 |
2. Commitments and Contingent Liabilities
On June 12, 2024, the 3rd meeting of the 10th session of the Board of Directors of the Company approved theengagement on the purchase of joint liability insurance policy for Directors, Supervisors and Senior Executivesof the Company and its PRC subsidiaries, by way of adding the Company to the Directors and Officers liabilityinsurance policy of Syngenta Group, which shall provide shared coverage. On June 28, 2024，the Company’s2nd Interim Shareholders Meeting in 2024 approved the above engagement. The insurance period is from July1, 2024 to June 30, 2025.Based on the Shareholders meeting approval, the Company's management renewed the Directors and Officersliability insurance policy, and the insurance period was extended to April 30, 2026.
Environmental protectionThe manufacturing processes of the Company and the products it produces and market, entail environmentalrisks that impact the environment. The Company invests substantial resources in order to comply with theapplicable environmental laws and attempts to prevent or minimize the environmental risks that could occur asa result of its activities. To the best of the Company’s knowledge, at the balance sheet date, there are no materialenvironmental issues relating to the Company, there are no material administrative penalties or investigationsrelated to environment, health and safety imposed or initiated by regulatory authorities, and none of the materialpermits and licenses regarding environmental issues required for the Company’s day to day operations havebeen revoked.
Claims against subsidiariesIn the ordinary course of business, legal claims were filed against subsidiaries, including claims for patentinfringement. The Company, inter alia, like other companies operating in the crop protection market, is exposedto class actions for large amounts, which it must defend against while incurring considerable costs, even if theseclaims have no basis in the first place. In the opinion of the Company’s management, which is based, inter alia,on the opinions of its legal advisors regarding the prospects of the proceedings, the financial statements includeadequate provisions where necessary to cover the exposure resulting from the claims.
On October 20, 2020, a claim and a motion for its approval as a class action (the “Motion”) was filed againstMonsanto Company and Bayer AG (the “Manufacturers”) as well as against ADAMA Agan Ltd., a wholly-owned subsidiary of Solutions, with respect to an herbicide bearing the brand name Roundup, which is producedby the Manufacturers and distributed in Israel in small quantities by Solutions’ subsidiary. The applicants arguedthat the product allegedly poses a risk to users or those who have been exposed to it.On August 7, 2025 , the court rendered a first-instance judgment dismissing the Motion.Therefore, and based on the opinion of Solutions’ external counsels, as of the date of the financial statementsthis proceeding is not expected to have any non-negligible effect on the Company’s financial results.As Solutions is an authorized distributor of the Manufactures, the Manufacturers undertook to fully indemnify,defend and hold harmless ADAMA Agan Ltd., for any monetary compensation or any other remedy it willhave to make in connection with the Motion.
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies - (cont’d)
2. Commitments and Contingent Liabilities - (cont’d)
Claims against subsidiaries (cont’d)In June 2021, a lawsuit was filed against a subsidiary of the Company, alleging two patents owned by a largecompetitor of the Company, have been infringed by such subsidiary. Among the claims, the plaintiff seekspreliminary and permanent injunctions to prevent the subsidiary from manufacturing, using or commercializinga product that allegedly infringes the plaintiff’s patents, and seeks actual damages and profits loss. The saidpreliminary injunctions were granted by the court in favor of the plaintiff. The subsidiary has filed appealsagainst such preliminary injunctions, which were rejected. Prior to such claims, and on-going, the subsidiaryfiled several lawsuits against the said plaintiff seeking to declare the said patents are invalid and the subsidiarydoes not infringe them. In May 2023, an additional lawsuit (including a preliminary injunction) was filed by thesame large competitor against said subsidiary, alleging infringement of the same two patents for a differentproduct. The said preliminary injunction was rejected by the court, and plaintiff’s appeals with respect theretoare pending. All these lawsuits are pending as of the approval date of the financial statements. At this stage, theclaims filed by the plaintiff are not expected to have a material effect on the Company.
Various immaterial claims have been filed against Group companies in courts throughout the world, inimmaterial amounts, for causes of action primarily involving employee-employer relations and various civilclaims, for which the Company did not record a provision in the financial statements. The claims that in theestimation of Company’s management, based on its legal advisors’ opinion, have lower chances of succeedingthan being rejected, amount to a negligible amount. Furthermore, claims were filed against the Company forproduct liability damages, for which the Company has adequate insurance coverage, such that the Company’sexposure in respect thereof is limited to the deductible amount or the amount thereof does not exceed thedeductible amount.
Performance commitmentsWhen the Company acquired the equity interest in Adama Huifeng (shanghai) Agricultural Technology Co.,Ltd (“Adama Huifeng (Shanghai)”) and Adama Hiufeng (Jiangsu) Co. Ltd.(“Adama Huifeng (Jiangsu)") fromJiangsu Huifeng Biological Agriculture Co., Ltd (“Jiangsu Huifeng”) during 2020 and 2021, there wereperformance commitments made by Jiangsu Huifeng regarding specific business operations of the acquiredsubsidiaries. If the performance commitments is not met, Jiangsu Huifeng shall make a price adjustmentpayment calculated based on a method as agreed. By the end of 2023 when the commitment period ended, theperformance commitments has not been fulfilled. There were disputes between the Company and JiangsuHuifeng regarding the price adjustment payment, and the arbitration application filed by the Company as theApplicant to the Shanghai International Economic and Trade Arbitration Commission against Jiangsu Huifengas the claimant was accepted in May 2024. The arbitration case was heard by the arbitration tribunal inSeptember 2024.
On April 1, 2025, Shanghai International Economic and Trade Arbitration Commission rendered an award inrespect of the arbitration, according to which Jiangsu Huifeng shall pay the Company the price adjustmentpayment of RMB45,000,000 yuan, the damage compensation for failure to pay the price adjustment amount ontime, and a certain proportion of fees for the attorney and the arbitration as well as other expenses incurred bythe Company for initiating the case.On June 30, 2025, the Company signed an agreement with Jiangsu Huifeng, stipulating that the mutual paymentsdetermined by the arbitral tribunal in this case and the case of payment for equity transfer between the Companyand Jiangsu Huifeng shall be offset against each other. According to the above agreement, after calculation,
XI. Commitments and contingencies - (cont’d)
2. Commitments and Contingent Liabilities - (cont’d)
Performance commitments - (cont’d)
Jiangsu Huifeng shall pay the offset balance to the Company. On July 9, 2025, Jiangsu Huifeng has paid thebalance of RMB 34,669 to the Company. The above arbitration award has been fully performed.
XII. Events subsequent to the balance sheet date
In August 2025, the court, in a first-instance judgment, dismissed the motion to approve the class action filedagainst the Company and other parties in connection with the Roundup product, for additional information seenote XI. Commitments and Contingent Liabilities.XIII. Share-based Payments
1. In February 2019, the remuneration committee and Solutions Board of Directors (as well as the General
Meeting with respect to theformer CEO and Vice President who also serves as a director) approved theallocation of 77,864,910 phantom warrants to officers and employees in accordance with the long-termphantom compensation plan (hereinafter - "the 2019 Plan"), out of which 75,814,897 phantom warrants weregranted at the grant date of February 21, 2019. During 2019, 1,206,081 additional Phantom warrants weregranted.
The warrants will vest in four equal portions, where the first and second quarters are exercisable after twoyears, the third quarter after three years and the fourth quarter after four years from January 1, 2019. Thewarrants will be exercisable, in whole or in part, in accordance with the terms of the 2019 plan, and subject toachieving financial targets as determined in the plan. The warrants will be exercisable until the end of 2025.
Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the differencebetween the base price as determined at the time of the grant and the closing price of one share of the Companyon the Shenzhen Stock Exchange, as it will be on the exercise date up, to the ceiling that was determined underthe plan.
The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model.The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at thegrant date, amounted to a total of approximately 186 million RMB. The liability at the end of the reportingperiod was recorded according to the vesting period as determined in the plan, taking into account the extentof the service that the employees provided until that date and the Company’s share price at the end of thereporting period.
| Statement of share based payments in the period | Phantom warrants |
| Total number of Phantom warrants at the beginning of the period | 20,290,025 |
| Total number of Phantom warrants granted in current period | - |
| Total number of Phantom warrants exercised in current period | - |
| Total number of Phantom warrants forfeited in current period | (8,090,591) |
| Total number of Phantom warrants at the end of the period | 12,199,434 |
| The exercise prices and the remainder of the contractual period for Phantom warrants outstanding at the end of period | RMB 9.87 – 10.85 0.5 year |
| XIII. Share-based Payments - (cont’d) 1. (cont’d) The parameters used in implementing the model at the grant date are as follows: | |
| Stock price (RMB) | 10.85 |
| Exercise increment (RMB) | 10.03/10.85 |
| Expected volatility | 43.97% |
| Risk-free interest rate | 3.06 % |
| Economic value as of February 21, 2019 (in thousands RMB) | 186,206 |
| The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments | The binomial pricing model |
| Accumulated amount of liabilities arising from cash-settled share-based payments (in thousands RMB) | 3,222 |
| Expenses arising from cash-settled share-based payments in current period (in thousands RMB) | (6,284) |
2. In September 2019, the remuneration committee and Solutions Board of Directors (and the General Meeting
with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017Plan against the allocation of 28,258,248 warrants in accordance with the long-term phantom compensationplan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocationdate is September 26, 2019. During 2019, an additional 90,130 Alternative Phantom Warrants were granted.
The alternative warrants will vest in four equal portions, where the first quarter is exercisable after one year,the second quarter after two years, the third quarter after three years and the fourth quarter after four yearsfrom October 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms ofthe Alternative Plan, and subject to achieving financial targets as determined in the plan. The warrants will beexercisable until October 1, 2026.
Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the differencebetween the base price as determined at the time of the grant and the closing price of one share of the parentcompany on the Shenzhen Stock Exchange, as it will be on the exercise date up to the ceiling that wasdetermined under the plan.
The fair value of the total granted alternative warrants at the allocated date is equal to the fair value of the totalwarrants canceled from the 2017 plan.
The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at thecancellation and allocation date, amounted to a total of approximately 69 million RMB. The liability in thefinancial statements at the end of the reporting period was recorded at the fair value estimated using thebinomial option pricing model and by the vesting period from the original grant date of the 2017 plan to theend of the service period determined by the alternative plan, taking into account the extent of the service thatthe employees provided until that date and the stock price at the reporting date.
XIII. Share-based Payments - (cont’d)
2. (cont’d)
Statement of share based payments in the period
| Phantom warrants | |
| Changes in the number of 2017 Plan: | |
| Total number of Phantom warrants at the beginning of the period | 7,404,561 |
| Total number of Phantom warrants granted in current period | - |
| Total number of Phantom warrants exercised in current period | - |
| Total number of Phantom warrants forfeited in current period | (3,056,231) |
| Total number of Phantom warrants at the end of the period | 4,348,330 |
| The range of the exercise prices and the remainder of the contractual period for Phantom warrants outstanding at the end of period | RMB 9.37 – 9.43 1.25 years |
| The parameters used in implementing the model at the grant date are as follows: | |
| Stock price (RMB) | 9.23 |
| Exercise increment (RMB) | 9.43 |
| Expected volatility | 40.29% |
| Risk-free interest rate | 3.14 % |
| Economic value as of September 26, 2019 (in thousands RMB) | 68,836 |
| The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments related to the alternative plan | The binomial pricing model |
| Accumulated amount of liabilities arising from cash-settled share-based payments related to the alternative plan (in thousands RMB) | 3,346 |
| Expenses (income) arising from cash-settled share-based payments in current period related to the alternative plan (in thousands RMB) | (1,294) |
XIV. Other significant items
1. Segment reporting
The Company presents its segment reporting based on a format that is based on a breakdown by businesssegments:
? Crop Protection (Agro)
This is the main area of the Company’s operations and includes the manufacture and marketing ofconventional agrochemical products.
? Intermediates and ingredients
This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant),aromatic products, and other chemicals. It combines all the Company’s activities not included in the CropProtection products segment.
Segment results reported to the chief operating decision maker include items directly attributable to a segmentas well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly financingexpenses, net, gains from changes in fair value, investment income and tax expenses.
All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributedassets include: accounts and bills receivables, receivables financing, inventory, fixed assets, right-of-use assets,construction in progress, intangible assets, goodwill, non-current trade receivables and long-term equityinvestments. Attributed liabilities include account payables, bill payablesand lease liabilities. All other assetsand liabilities which are not attributable to a specific segment are presented as unallocated assets and liabilities.
XIV. Other significant items - (cont'd)
1. Segment reporting - (cont’d)
Information regarding the results and assets and liabilities of each reportable segment is included below:
| Crop Protection | Intermediates and ingredients | Elimination among segments | Total | |||||
| Six months ended June 30 | Six months ended June 30 | Six months ended June 30 | Six months ended June 30 | |||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Operating income from external customers | 13,656,589 | 13,534,044 | 1,367,611 | 1,376,245 | - | - | 15,024,200 | 14,910,289 |
| Inter-segment operating income | - | - | 962 | 829 | (962) | (829) | - | - |
| Interest in the profit or loss of associates and joint ventures | - | - | 5,261 | 4,418 | - | - | 5,261 | 4,418 |
| Segment's results | 776,250 | 178,932 | 129,004 | 69,777 | - | - | 905,254 | 248,709 |
| Financial expenses | 1,024,340 | 623,647 | ||||||
| Loss from changes in fair value | (6,493) | (196,492) | ||||||
| Loss before tax | (125,579) | (571,430) | ||||||
| Income tax expenses | (45,227) | 323,436 | ||||||
| Net Loss | (80,352) | (894,866) | ||||||
| Crop Protection | Intermediates and ingredients | Unallocated assets and liabilities | Total | |||||||||
| June 30 | December 31 | June 30 | December 31 | June 30 | December 31 | June 30 | December 31 | |||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||
| Total assets | 40,363,032 | 40,394,519 | 2,255,639 | 2,371,148 | 8,084,579 | 7,294,110 | 50,703,250 | 50,059,777 | ||||
| Total liabilities | 7,655,263 | 6,878,372 | 225,526 | 291,201 | 23,917,417 | 23,899,110 | 31,798,206 | 31,068,683 | ||||
XIV. Other significant items - (cont'd)
1. Segment reporting - (cont’d)
Geographic information
The following tables sets out information about the geographical segments of the Group’s operating incomebased on the location of customers (sales target) and the Group's non-current assets (including mainly fixedassets, right-of-use assets, construction in progress, investment properties intangible assets and goodwill). Inthe case of investment property, fixed assets, right of used assets and construction in progress, the geographicallocation of the assets is based on its physical location. In case of intangible assets and goodwill, thegeographical location of the company which owns the assets.
| Operating income from external customers | ||
| Six months ended June 30 | ||
| 2025 | 2024 | |
| Europe, Africa and Middle East | 4,811,339 | 4,935,526 |
| North America | 3,554,544 | 2,941,766 |
| Latin America | 2,609,695 | 2,841,344 |
| Asia Pacific | 4,048,622 | 4,191,653 |
| 15,024,200 | 14,910,289 | |
| Specified non-current assets | ||
| June 30 | December 31 | |
| 2025 | 2024 | |
| Europe, Africa and Middle East | 13,972,022 | 14,249,233 |
| North America | 1,246,981 | 1,252,352 |
| Latin America | 1,755,456 | 1,730,472 |
| Asia Pacific | 4,819,909 | 5,044,172 |
| 21,794,368 | 22,276,229 | |
? As of 2025, South Africa is included in the Europe, Africa and Middle East region . The information for 2024 was re-classified accordingly.
2. The dependency on major customers
No single customer's proportion of the total amount of sales is over 10%.
XIV. Other significant items - (cont'd)
3. Calculation of losses per share and Diluted earnings per share
| Amount for the current period | Amount for the prior period | |
| Net loss from continuing operations attributable to ordinary shareholders | (80,352) | (894,866) |
| Shares | Amount for the current period | Amount for the prior period |
| Number of ordinary shares outstanding at the beginning of the year | 2,329,811,766 | 2,329,811,766 |
| Add: weighted average number of ordinary shares issued during the year | - | - |
| Less: weighted average number of ordinary shares repurchased during the year | - | - |
| Weighted average number of ordinary shares outstanding at the end of the year | 2,329,811,766 | 2,329,811,766 |
| Amount for the current period | Amount for the prior period | |
| Calculated based on net loss attributable to ordinary shareholders | ||
| Basic losses per share | (0.03) | (0.38) |
| Diluted losses per share | N/A | N/A |
| Calculated based on net loss from continuing operations attributable to ordinary shareholders: | ||
| Basic losses per share | (0.03) | (0.38) |
| Diluted losses per share | N/A | N/A |
| Calculated based on net loss from discontinued operations attributable to ordinary shareholders: | ||
| Basic losses per share | N/A | N/A |
| Diluted losses per share | N/A | N/A |
XV. Notes to major items in the Company's financial statements
1. Cash at bank and on hand
| June 30 | December 31 | |
| 2025 | 2024 | |
| Deposits in banks | 65,500 | 39,173 |
| Other cash and bank balances | 14,246 | 1,858 |
| 79,746 | 41,031 |
As at June 30, 2025, restricted cash and bank balances was 14,246 thousand RMB (as at December 31, 2024:
1,858 thousand RMB).
2. Accounts receivable
a. By category
| June 30, 2025 | |||||||
| Book value | Provision for expected credit losses | ||||||
| Amount | Percentage (%) | Amount | Percentage (%) | Carrying amount | |||
| Account receivables assessed individually for impairment | 36,039 | 2 | 14,977 | 42 | 21,062 | ||
| Account receivables assessed collectively for impairment | 1,434,151 | 98 | - | - | 1,434,151 | ||
| 1,470,190 | 100 | 14,977 | 1 | 1,455,213 | |||
| December 31, 2024 | ||||||
| Book value | Provision for expected credit losses | |||||
| Amount | Percentage (%) | Amount | Percentage (%) | Carrying amount | ||
| Account receivables assessed individually for impairment | 13,893 | 1 | 13,893 | 100 | - | |
| Account receivables assessed collectively for impairment | 1,182,104 | 99 | - | - | 1,182,104 | |
| 1,195,997 | 100 | 13,893 | 1 | 1,182,104 | ||
b. Aging analysis
| June 30, 2025 | |
| Within 1 year (inclusive) | 1,133,095 |
| Over 1 year but within 2 years | 323,202 |
| Over 2 years but within 3 years | - |
| Over 3 years but within 4 years | - |
| Over 4 years but within 5 years | 15 |
| Over 5 years | 13,878 |
| 1,470,190 |
XV. Notes to major items in the Company's financial statements - (cont'd)
2. Accounts receivable - (cont'd)
c. Addition, written-back and written-off of provision for expected credit losses during the period
| Six months ended June 30, 2025 | |
| Balance as of January 1 | 13,893 |
| Addition during the period, net | 1,084 |
| Balance as of June 30 | 14,977 |
d. Five largest accounts receivable at June 30, 2025:
| Name | Closing balance | Proportion of Accounts receivable (%) | Allowance of expected credit losses |
| Party 1* | 1,366,711 | 93 | - |
| Party 2 | 22,146 | 2 | 1,084 |
| Party 3 | 18,254 | 1 | - |
| Party 4 | 8,157 | 1 | - |
| Party 5 | 5,041 | - | - |
| 1,420,309 | 97 | 1,084 |
* Include intergroup balance with ADAMA Solutions.
3. Receivable financing
| June 30 | December 31 | ||
| 2025 | 2024 | ||
| Bank acceptance draft | 8,003 | 34,350 | |
| 8,003 | 34,350 |
As at June 30, 2025, bank acceptance endorsed but not yet due amounts to 351,800 thousand RMB.
4. Other Receivables
| June 30 | December 31 | |
| 2025 | 2024 | |
| Other receivables | 29,374 | 24,393 |
| 29,374 | 24,393 |
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
4. Other Receivables - (cont'd)
(1) Other receivables
a. Other receivables by categories
| June 30 | December 31 | |
| 2025 | 2024 | |
| Other | 34,750 | 29,769 |
| Provision for expected credit losses | (5,376) | (5,376) |
| 29,374 | 24,393 |
b. Other receivables by aging
| June 30, 2025 | |
| Within 1 year (inclusive) | 17,763 |
| Over 1 year but within 2 years | - |
| Over 2 years but within 3 years | 113 |
| Over 3 years but within 4 years | 91 |
| Over 4 years but within 5 years* | 11,830 |
| Over 5 years | 4,953 |
| 34,750 |
* Include intergroup balance with Anpon
c. Additions, recovery or reversal and written-off of provision for expected credit losses during the
period:
| Six months ended June 30, 2025 | ||
| Balance as of January 1, 2025 | 5,376 | |
| Addition during the period | - | |
| Balance as of June 30, 2025 | 5,376 |
d. Five largest other receivables at June 30 2025:
| Name | Closing balance | Proportion of other receivables (%) | Credit loss provision |
| Party 1* | 29,340 | 84 | - |
| Party 2 | 3,125 | 9 | 3,125 |
| Party 3 | 548 | 2 | 548 |
| Party 4 | 237 | 1 | 237 |
| Party 5 | 221 | 1 | 221 |
| 33,471 | 97 | 4,131 |
* Include intergroup balance with Anpon
XV. Notes to major items in the Company's financial statements - (cont'd)
5. Long-term equity investments
| June 30, 2025 | December 31, 2024 | |||||
| Amount balance | Impairment loss | Book value | Amount balance | Impairment loss | Book value | |
| Invest in subsidiaries | 17,511,352 | 80,636 | 17,430,716 | 17,511,352 | 80,636 | 17,430,716 |
| 17,511,352 | 80,636 | 17,430,716 | 17,511,352 | 80,636 | 17,430,716 | |
Investments in subsidiaries
| Invested unit | Opening balance | Increase | Decrease | Provision of impairment loss | Closing balance | Balance of Impairment loss |
| ADAMA Agricultural Solutions Ltd. | 15,890,213 | - | - | - | 15,890,213 | - |
| Adama Anpon (Jiangsu) Ltd. | 450,449 | - | - | - | 450,449 | - |
| ADAMA Hiufeng (Jiangsu) Co. Ltd. | 789,116 | - | - | - | 789,116 | (59,024) |
| Hubei Sanonda Foreign Trade Co. Ltd. | 11,993 | - | - | - | 11,993 | - |
| Adama Huifeng (shanghai) Agricultural Technology Co., Ltd | 288,945 | - | - | - | 288,945 | (21,612) |
| 17,430,716 | - | - | - | 17,430,716 | (80,636) |
6. Operating Income and operating costs
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |||
| Revenue | Operating costs | Revenue | Operating costs | |
| Main operations | 1,068,970 | 870,381 | 958,749 | 823,699 |
| Other operations | 25,602 | 9,594 | 22,843 | 8,082 |
| 1,094,572 | 879,975 | 981,592 | 831,781 | |
XV. Notes to major items in the Company's financial statements - (cont'd)
7. Notes to items in the cash flow statements
(1) Other cash received relevant to operating activities
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |
| Interest income | 216 | 1,292 |
| Government subsidies | 4,201 | 1,588 |
| Other | 10,907 | 9,684 |
| 15,324 | 12,564 |
(2) Other cash paid relevant to operating activities
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |
| Professional services | 11,037 | 8,683 |
| Other | 12,890 | 11,616 |
| 23,927 | 20,299 |
(3) Other cash received relevant to investing activities
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |
| Loans | - | 125,000 |
| Other | 803 | 2,600 |
| 803 | 127,600 |
(4) Other cash received relevant to financing activities
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |
| Deposit for issuing bills payables | 1,858 | 6,460 |
| 1,858 | 6,460 |
XV. Notes to major items in the Company's financial statements - (cont'd)
7. Notes to items in the cash flow statements
(5) Other cash paid relevant to financing activities:
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |
| Deposit for issuing bills payable | 14,246 | 3,424 |
| Other | - | 460 |
| 14,246 | 3,884 |
8. Supplementary information to cash flow statement
(1) Reconciliation of net profit to net cash flows generated from operating activities:
| Six months ended June 30 | |||
| 2025 | 2024 | ||
| Net profit (loss) | 130,151 | (12,812) | |
| Add: Asset Impairment reversal (losses) | 3,362 | 3,565 | |
| Credit impairment reversal (losses) | 1,084 | 2 | |
| Depreciation of fixed assets and investment property | 98,116 | 118,953 | |
| Depreciation of-right-of use assets | 395 | 787 | |
| Amortization of intangible assets | 6,067 | 6,058 | |
| Gain (losses) on disposal of fixed assets, intangible assets and other long-term assets | (3,587) | 39 | |
| Losses (gains) from changes in fair value | (30,714) | 30,870 | |
| Financial expenses | 13,298 | 5,180 | |
| Investment income | (32,445) | - | |
| Decrease in deferred income tax assets | 21,449 | 51,414 | |
| Decrease (increase) in inventory | 43,633 | (16,667 ) | |
| Decrease (increase) in accounts receivable from operating activities | (212,970) | 112,480 | |
| Increase in payables from operating activities | 148,263 | 4,048 | |
| Net cash flows generated from operating activities | 186,102 | 303,917 | |
(2) Net increase in cash and cash equivalents
| Six months ended June 30 | ||
| 2025 | 2024 | |
| Closing balance of cash | 65,500 | 69,085 |
| Less: Opening balance of cash | 39,173 | 157,186 |
| Net increase in cash and cash equivalents | 26,327 | (88,101) |
ADAMA Ltd.(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Related parties and related parties transactions
(1) Information on parent Company
| Company name | Registered place | Business nature | Registered capital (Thousand RMB) | Shareholding percentage | Percentage of voting rights |
| Syngenta Group | Shanghai, China | Production and sales of agrochemicals, fertilizers and GM seeds | 11,158,387 | 78.47% | 78.47% |
The ultimate controlling shareholder is Sinochem Holdings .
(2) Information on the subsidiaries of the Company
For information about the subsidiaries of the Company, refer to Note VII.1.
(3) Transactions with related parties
a. Transactions of goods and services
| Six months ended June 30 | ||||||
| 2025 | 2024 | |||||
| Summary of Purchase of goods/services received: | Related Party Relationship | |||||
| Purchase of goods/services received | Common control under Sinochem Holdings | 37,764 | 35,789 | |||
| Subsidiary | 45,789 | 42,440 | ||||
| Summary of Sales of goods: | ||||||
| Sale of goods | Common control under Sinochem Holdings | 347 | 226 | |||
| Subsidiary | 645,933 | 555,090 | ||||
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees
The Company as the guarantor
| Amount of guaranteed loan | Inception date of guaranty | Maturity date of guaranty | Guaranty completed (Y/ N) | ||||
| Subsidiary | 1,000 | 2022.01.01 | 2025.11.28 | N | |||
| 21,000 | 2022.02.28 | 2027.11.28 | N | ||||
| 14,000 | 2022.02.28 | 2027.11.28 | N | ||||
| 7,500 | 2022.05.20 | 2027.11.28 | N | ||||
| 23,500 | 2022.06.26 | 2027.11.28 | N | ||||
| 10,000 | 2022.10.31 | 2027.11.28 | N | ||||
| 11,000 | 2022.11.30 | 2027.11.28 | N | ||||
| 30,000 | 2024.12.09 | 2025.12.08 | N | ||||
| 7,000 | 2023.01.12 | 2025.06.20 | N | ||||
| 12,000 | 2023.04.03 | 2025.06.20 | N | ||||
| 3,000 | 2024.07.28 | 2027.11.10 | N | ||||
| 5,000 | 2023.10.17 | 2027.11.10 | N | ||||
| 50,000 | 2024.04.10 | 2027.04.26 | N | ||||
| 30,000 | 2025.03.25 | 2028.03.24 | N | ||||
| 1,900 | 2022.02.28 | 2026.09.28 | N | ||||
| 8,100 | 2022.07.12 | 2026.09.28 | N | ||||
| 2,000 | 2023.04.13 | 2026.09.28 | N | ||||
| 3,000 | 2024.02.05 | 2026.09.29 | N | ||||
| 7,000 | 2022.08.11 | 2028.06.22 | N | ||||
| 10,000 | 2022.08.31 | 2028.06.22 | N | ||||
| 11,000 | 2022.10.28 | 2027.06.22 | N | ||||
| 25,000 | 2022.11.23 | 2026.12.22 | N | ||||
| 10,000 | 2023.01.16 | 2026.06.22 | N | ||||
| 14,000 | 2023.04.04 | 2026.06.22 | N | ||||
| 4,000 | 2024.02.07 | 2026.06.23 | N | ||||
| 1,500 | 2023.04.26 | 2028.05.05 | N | ||||
| 8,500 | 2024.01.30 | 2028.05.05 | N |
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees - (cont'd)
The Company as the guarantee receiver
| Guarantee provider | Amount of guaranteed loan | Inception date of guaranty | Maturity date of guaranty | Guaranty completed (Y / N) |
| Parent company | 263,000 | 21/04/2021 | 20/04/2028 | N |
| Parent company | 67,971 | 01/06/2021 | 31/05/2028 | N |
During the reporting period, the Company paid a guarantee fee amounting to 197 thousand RMB(2024.1-6: 210) to the parent company.
c. Receivables from and payables to related parties (including loans)
Receivable Items
| June 30 | December 31 | |||||
| 2025 | 2024 | |||||
| Items | Related Party Relationship | Book Balance | Expected credit losses | Book Balance | Expected credit losses | |
| Trade receivables | Subsidiary | 1,372,458 | - | 1,102,274 | - | |
| Non-current assets within one year | Subsidiary | 70,000 | - | 70,000 | - | |
| Other receivables | Subsidiary | 29,340 | - | 24,393 | - | |
| Prepayments | Common control under Sinochem Holding | 1,830 | - | 617 | - | |
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
c. Receivables from and payables to related parties (including loans) - (cont'd)
Payable Items
| June 30 | December 31 | |||
| Items | Related Party Relationship | 2025 | 2024 | |
| Trade payables | Subsidiary | 15 | 10 | |
| Trade payables | Common control under Sinochem Holdings | 5,301 | 4,023 | |
| Other payables | Subsidiary | 571,838 | 525,071 | |
| Common control under Sinochem Holdings | 752 | 522 | ||
d. Other related party transactions
The closing balance of bank deposit in SinoChem Finance Corporation was 52,675 thousandRMB (231.12.4: 28,470 thousand RMB) Interest income of bank deposit for the current periodwas 157 thousand RMB (amount for six months ended June , 2024 was 1,181 thousand RMB).
ADAMA Ltd. Semi-Annual Report 2025
Supplementary information(Expressed in RMB '000)
1. Extraordinary Gain and Loss
| Six months ended June 30, 2025 | |
| Disposal of non-current assets | 5,054 |
| Government grants recognized through profit or loss | 5,111 |
| Changes in fair value of financial assets and liabilities held for trading | 30,714 |
| Recovery or reversal of expected credit losses which is assessed individually during the years | 38,147 |
| Post vesting fair value revaluation of cash-settled share based payment | 7,578 |
| Other non-operating income or expenses other than the above | 1,820 |
| Tax effect | (19,019) |
| 69,405 |
2. Return on net assets and earnings per share (“EPS”)
The information of Return on net assets and EPS is in accordance with the Preparation Rules forInformation Disclosure by Companies Offering Securities to the Public No. 9 – Calculation andDisclosure of Return on net assets and Earnings per share (2010 Amendment) issued by China SecuritiesRegulatory Commission.
| Profit during the reporting period | Weighted average rate of return on net assets | ||||
| Basic EPS (RMB/share) | Diluted EPS (RMB/share) | ||||
| Net loss attributable to ordinary shareholders of the Company | (0.42%) | (0.03) | N/A | ||
| Net loss after deduction of extraordinary gains/losses attributable to ordinary shareholders of the Company | (0.79%) | (0.06) | N/A | ||
ADAMA Ltd. Semi-Annual Report 2025
Section VIIII – Other Reported Data
I. Other Major Social Security IssuesWhether the listed company and its subsidiaries have any other significant social security issues
□ Yes √ No
Administrative punishment during the reporting period
□ Yes √ No
II. Information regarding communication with investors during the Reporting Period
√ Applicable □ Not applicable
| Date | Place | Reception Mode | Type of Visitor | Name of the Visitor | About | Index |
| March 18th, 2025 | Online Platform | Live webcast at online Platform | Institutional and individual Investors | The live webcast was accessible for all investors. | Introduction on 2024 Q4 and FY performance as well as the Fight Forward plan of the Company. The corresponding presentations was published on the website of the Company (IR page on www.adama.com). | Record of the Communications between the Company and the Investors (No. 2025-01) was published by the Company on March 19th, 2025 at www.cninfo.com.cn. |
| March 26th, 2025 | Beijing Office | Field Research | Institutional Investors | China Galaxy Securities, Chengtong Securities, GF Securities, Sinolink Securities, Shenwan Hongyuan Securities, Huafu Securities, Beijing Hongxin Capital, CUFE Rising Union, Guoze Fund, Great Wall Asset Management, Xiefeng Private Equity Fund, Beijing Sanhe Hongxin Investment Management, Shaanxi Science and Technology Venture Capital Management, Shengshi International Investment, Jintai Securities Investment and Zhongzhong International Consulting Group | Business overview, progress of the ongoing Fight Forward plan of the Company as well as 2024 Q4 and FY performance. The corresponding presentations was published on the website of the Company (IR page on www.adama.com). | Record of the Communications between the Company and the Investors (No. 2025-02) was published by the Company on May 26th, 2025 at www.cninfo.com.cn. |
| May 7th, 2025 | Online Platform | Live webcast at online | Institutional and individual | The live webcast was accessible for all investors. | Introduction on 2025 Q1 performance of the | Record of the Communications between the |
ADAMA Ltd. Semi-Annual Report 2025
| Date | Place | Reception Mode | Type of Visitor | Name of the Visitor | About | Index |
| Platform | Investors | Company. The corresponding presentation was published on the website of the Company (IR page on www.adama.com). | Company and the Investors (No. 2025-03) was published by the Company on May 8th, 2025, at www.cninfo.com.cn |
III. Summary of Funds Transferred Between the Company and the Controlling Shareholder andOther Related Parties
√ Applicable □ Not applicable
In RMB ’0000
| Name of the Related Parties | Nature of the transaction | Opening Balance | Additions during the period | Repayments during the period | Closing Balance | Interest income | Interest expense |
| Sinochem Finance Corporation | Operational | 62,744 | 34,992 | 29,995 | 68,061 | 320 | - |
| Syngenta AG and its subsidiaries | Operational | 23,597 | 41,638 | 44,033 | 21,202 | - | - |
| Bluestar Engineering Co., Ltd. | Operational | - | 7 | - | 7 | - | - |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Operational | - | 124 | - | 124 | - | - |
| Jiangsu Huaihe Chemical Co.,Ltd. | Operational | 305 | 9,123 | 8,223 | 1,205 | - | - |
| Zhonglan International Chemical Co. Ltd | Operational | 61 | 452 | 513 | - | - | - |
| Sinofert | Operational | 164 | 6,011 | 5,527 | 648 | - | - |
| Shenyang Shenhua Institute Testing Technology Co., Ltd. | Operational | - | 59 | - | 59 | - | - |
| MAP (Sinochem Agriculture Holdings Ltd) | Operational | - | 3,055 | 2,523 | 532 | - | - |
| Ningxia Ruitai | Operational | - | 8 | 8 | - | - | - |
ADAMA Ltd. Semi-Annual Report 2025
| Name of the Related Parties | Nature of the transaction | Opening Balance | Additions during the period | Repayments during the period | Closing Balance | Interest income | Interest expense |
| Technology Co. Ltd. | |||||||
| Beijing Guangyuan Yinong Chemical Co., LTD | Operational | - | 35 | 35 | - | - | - |
| Jiangsu Yangnong Chemical co., LTD. and its subsidiaries | Operational | 243 | 2,813 | 2,591 | 465 | - | - |
| ADAMA Anpon (Jiangsu) Ltd. | Non-Operational | 7,000 | - | 80 | 7,000 | 80 | - |
| Total | -- | 94,114 | 98,317 | 93,528 | 99,303 | 400 | - |
| Relevant decision-making procedures | On November 6, 2024, the Company held the 7th meeting of the 10th session of the Board of Directors to review the ‘Proposal on the Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd.’ and disclosed the ‘Announcement on the Intended Renewal of the Financial Service Agreement with Sinochem Finance Co., Ltd.,constituting a related-party transaction’ (No. 2024-51) on the website www.cninfo.com.cn on November 7, 2025. This matter has been approved by the Company's 2024 Third Extraordinary General Meeting of Shareholders. On 12 March, 2025, the Company held the 10th meeting of the 10th session of the Board of Directors to review the ‘Proposal on the Expected Related Party Transactions in the Ordinary Course of Business in 2025’ and disclosed the ‘Announcement on Expected Related-Party Transactions in the Ordinary Course of Business in 2025’ (No. 2025-11) on the website www.cninfo.com.cn on March 14, 2025. This matter has been approved by the Company's 2024 Annual General Meeting of Shareholders. | ||||||
| Funds Security Measures | The Company's aforementioned operational funds transferred are based on actual business needs, and the risks to cash security are controllable. The Company has control over the production and operation decisions and use of funds of its subsidiaries and therefore can ensure the security of the funds provided to them. | ||||||
ADAMA Ltd.Legal Representative：Ga?l Hili
August 25, 2025