安道麦B:关于与关联方签署委托管理协议的公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-55
ADAMA Ltd.
Announcement on the Signing of the Entrusted
Management Agreement with Related Parties
The Company and all members of the Company’s Board of Directors confirm that
all information disclosed herein is true, accurate and complete, with no false or
misleading statement or material omission.
I. Overview of the Related-party Transaction
PursuanttothecommitmentontheresolutionofhorizontalcompetitionissuedbyChina
National Chemical Corporation Limited (hereinafter referred to as “ChemChina”), the
indirect controlling shareholder of ADAMA Ltd. (hereinafter referred to as “the
Company”), and Syngenta Group Corporation Limited (hereinafter referred to as
“Syngenta Group”), the controlling shareholder, both ChemChina and Syngenta Group
shall adopt appropriate measures within the committed period to gradually resolve
horizontal competition amongSyngentaAG (hereinafter referredto as “SAG”), Jiangsu
YangnongChemical Co., Ltd.(hereinafterreferredtoas “Yangnong”)andtheCompany.
(Please refer to the Acquisition Report of ADAMA Ltd. disclosed on
www.cninfo.com.cn on 14 March 2020 and the Announcement on the Commitment
Made by the Controlling Shareholder disclosed on www.cninfo.com.cn on 7 April
2022.)
In order to resolve horizontal competition, the Company reached an agreement on the
specific arrangements for the entrusted management with SAG and Yangnong, and
intends to enter into entrusted management agreements with SAG and Yangnong
respectively. In respect of the overlapping products between the Company and SAG,
SAG will entrust the Company with the right and responsibility of managing the
entrusted business of overlapping products (i.e., the agreed aspects of sales of the
overlapping products, the same as below)- please refer to Section V of this
announcement. In respect of the overlapping products between the Company and
Yangnong, Yangnong entrusts the Company with the right and responsibility of
managing the entrusted business of some overlapping products; in return, the Company
will entrust Yangnong with the right and responsibility of managing the entrusted
business of the rest of overlapping products - please refer to Section V of this
announcement (hereinafter collectively referred to as “the Transaction”).
Both SAG and Yangnong, as legal persons controlled by Sinochem Holdings
Corporation Limited (hereinafter referred to as “Sinochem”), the indirect controlling
shareholder of the Company, are related parties of the Company in accordance with
Item 2, Paragraph 2 ofArticle 6.3.3 of the Rules Governing the Listing of Stocks on the
Shenzhen Stock Exchange. Therefore, the Transaction constitutes a related-party
transaction.
On 6 November 2024, the Company convened the 7th meeting of the Tenth Session of
the Board of Directors to consider the Proposal on Signing of the Entrusted
Management Agreement with Related Parties.All the related directors, namely Mr. Qin
Hengde, Mr. Liu Hongsheng and Mr.An Liru, recused themselves from voting.
The Transaction will be submitted to the general meeting of shareholders for
deliberation and approval because the number of non-related directors attending the
Board meeting was less than three. The Transaction was considered at the 3rd
specialized meeting of the Independent Directors of the Company in 2024. All the
Independent Directors expressed their consent.
The Transaction is still subject to the approval of the general meeting of shareholders.
As a related shareholder, Syngenta Group will abstain from the voting.
II. Basic Information of Related Parties
(I) SAG
Syngenta AG, a company registered in Switzerland with its registered office at
Rosentalstrasse67, 4058 Basel, Switzerland,withthesharecapitalofCHF9,257,814.9,
mainly undertakes the businesses related to crop protection and seeds. As the date of
June 30, 2024, SAG’s total assets is USD 33,770 million, and the net assets is USD
7,476 million. From January to June in 2024, SAG’s operating revenue is USD 8,242
million, and the net income is USD 274 million.
Relationship with the Company: SAG is a legal person controlled by Sinochem, the
indirect controlling shareholder of the Company. According to Item 2, Paragraph 2 of
Article 6.3.3 of the Rules Governing the Listing of Stocks on the Shenzhen Stock
Exchange, SAG is a related party of the Company.
Credit status: SAG produces and operates normally and is in good operational and
financial conditions. After searching on the website of disclosure of enforcement
information of China, SAG is not a dishonest party subject to enforcement.
(II) Yangnong
Yangnong (legal representative: Su Fu; registered address: No. 39, Wenfeng Road,
Yangzhou) has registered capital of RMB 406,759,709 and mainly undertakes the
manufacture of agrochemicals and fine chemicals. As the date of June 30, 2024,
Yangnong’s total assets is RMB17,096,545,340.73, and the net assets is RMB