安道麦B:关于全资子公司之间提供担保的公告(英文版)

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2024-60
ADAMA Ltd.
Announcement on Providing Guarantees by a Wholly-
owned Subsidiary to its Subsidiaries
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
1. In order to improve working capital and cash flow in Adama Australia Pty Ltd. (hereinafter
referred to as “Adama Australia”), an indirect wholly-owned subsidiary of Adama
Agricultural Solutions Ltd. (hereinafterreferredto as "Solutions"),awholly-ownedsubsidiary
of ADAMA Ltd. (hereinafter referred to as "the Company"), Solutions agrees to provide a
joint and several liability guarantee in the amount not exceeding AUD 6 million in favor of
the local branch of HSBC in Australia, that will provide Adama Australia with financial
accommodation.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
Listed Companies No.1: Standardized Operation of Main Board Listed Companies, the above
guarantee is provided by the wholly-owned subsidiary of the Company for the legal entity
consolidated in the financial statements of the Company, and has fulfilled the internal
decision-making procedures of Solutions, therefore, it does not need to be submitted to the
Company’s board of directors or shareholders’ meeting for approval.
2. In order to improve liquidity and to reduce finance costs of Adama Ukraine LLC
(hereinafter referred to as “Adama Ukraine”), an indirect wholly-owned subsidiary of
Solutions, Solutions agrees to provide a joint and several liability guarantee in the amount not
exceeding USD 8 million in favor of a local bank, that will provide Adama Ukraine with
financial accommodation.
Additionally, in order for improving the cash flow, liquidity position and to reduce interest
expenses on debt servicing of Adama Brasil S.A. (hereinafter referred to as “Adama Brasil”),
Adama Brasil intends to engage with two local banks for certain bank activities. Solutions
agrees to provide guarantees to the local banks in a total amount of no more than USD 120
million for purpose of the bank activities between Adama Brasil and the banks.
According to the Guidelines of Shenzhen Stock Exchange on Self-discipline Supervision of
Listed Companies No.1: Standardized Operation of Main Board Listed Companies, the above
guarantees are provided by the wholly-owned subsidiary of the Company for the legal entity
consolidated in the financial statements of the Company. Since the debt-to-assets ratio of
Adama Ukraine and Adama Brasil exceed 70%, the Company convened the 8th Meeting of
the 10th Session of the Board of Directors on December 18, 2024, to review the Proposal on
Providing Guarantees by a Wholly-owned Subsidiary to its Subsidiaries and agreed to further
submit it to the Company's shareholders' meeting for approval.
II. Basic Information of the Warrantees
1. Basic Information of Adama Australia
Name of the Warrantee: Adama Australia Pty Ltd.
Established Date: 31 October 1990
RegisteredAddress: Suite 1, Level 1, Building B, 207 Pacific Highway, St Leonards, NSW,
2065, Australia
Legal Representative: Scott Fitzgibbon
Business Scope: Purchase, sale, and distribution of agricultural chemicals
Relationship with the Company: Solutions is the Company’s wholly-owned subsidiary, and
Adama Australia is an indirectly wholly-owned subsidiary (100%) of Solutions.
Credit status: After searching the website of disclosure of enforcement information of China,
Adama Australia is not a debtor subject to judicial enforcement.
The most recent financial situation of Adama Australia is as follows:
Unit: ’000 USD
At Sep 30 2024 At Dec 31,2023
(unaudited) (audited)
Total Assets 123,902 159,853
Total Liabilities 64,904 103,525
Bank Loans - -
Other Current Liabilities 39,299 67,412
Contingency - -
Net Assets 58,998 56,328
January to September 2024 2023
(unaudited) (audited)
Revenue 141,145 218,310

Gross Profit 24,299 30,630
Net Profit / (Loss) 1,668 -1,032
2. Basic Information of Adama Ukraine
Name of the Warrantee: Adama Ukraine LLC
Established Date: 25 June 2008
Registered Address: 13, Mykoly Pymonenka Street, Office 4A/41, Shevchenkivskyi District,
04050 Kyiv, Ukraine
Legal Representative: Dmytro Kashpor
Business Scope: Purchase, sale and distribution of agricultural chemicals
Relationship with the Company: Solu