Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2023-29
ADAMA Ltd.
Announcement on Credit Facility from the
Related Party
The Company and all members of the Company’s Board of Directors confirm that all informati o n
disclosedherein is true, accurate and complete, with no falseor misleading statement or material
omission.
I. Overviewofthe RelatedParty Transaction
On August 28, 2023, the 24th meeting of the 9th session of the Board of Directors of
ADAMA Ltd. (hereinafter referred to as the “Company”) approved entering into a
Credit Facility Agreement by and between the Company's controlling shareholder,
Syngenta Group Co., Ltd. (hereinafter referredto as "SG") or any of its subsidiaries
and Adama Agricultural Solutions Ltd. (directly, or through one of its subsidiaries)
(hereinafter referred to as "Adama Solutions"), a wholly-owned subsidiary of the
Company, according to which SG shall provide an amount of up to RMB 2 billion in
favor of Adama Solutions (the "Transaction").
Since SG is the controlling shareholder of the Company, the Transaction constitutes
a related party transaction.
Among the fivedirectorsofthe Company, the related-partydirectors,Mr.ErikFyrwald,
Mr. Chen Lichtenstein and Mr. An Liru refrained from voting. As the number of non-
related directors present at the board meeting was less than three and the transaction
amount reaches the threshold of Listing Rules, the Transaction shall be submitted to
the Shareholders for approval while SG will refrain from voting. The independent
directors also issued their independent opinion.
The Transaction does not constitute a Material Assets Restructuring as stipulated by
the Administrative Measures onSignificant Asset Restructuring ofListed Companies.
II. Introduction to the RelatedParty
SG was established in 2019. Its legal representative is Li Fanrong, and its registered
address is Unit 08 of the 30th Floor, No. 88 of Shiji Avenue, Shanghai Pilot Free-
Trade Zone of China. It has registered capital of RMB 11,144,544,602. Its ma i n
business coversthe researchand development, production and salesof cropprotection,
seeds and crop nutrition products, and modern agricultural services. The shareholder
and shareholding proportion is: China National Agrochemical Co., Ltd 99.1%,
Maidao Agrochemical Co., Ltd. 0.9%. The State-owned Assets Supervision and
Administration Commission of the State Council (SASAC) is the actual control ler of
SG. The main financial data as of December 31, 2022 is: operating revenue of RMB
224,844.89 million, net profit of 11,405.69 million, total assets of 573,101.98 million,
net assets of 269,392.03 million.
Related-party relationship: SG is the controlling shareholder of the Company. SG is a
related party of the Company in accordance with Item 1, Paragraph 2 of Article 6.3.3
of the Listing Rules of Shenzhen Stock Exchange.
Analysis of contract performance capability:To the bestof the Company’s knowledge,
SG operates normally and is in good operational condition. After searching on the
website of disclosure of enforcement information of China, it is not a debtor subject
to judicial enforcement.
III. Basic Information on the Targetofthe Related-PartyTransaction
The Transaction isan engagement ina RMB 2billionlong-term committed creditline,
at 1-year Loan Prime Rate variable interest as controlled by People's Bank of China
(LPR) minus a 0.65% margin (the "Credit Facility Agreement”).
IV. Pricing Basis of the Related-PartyTransaction
The Transaction is made on the principles of voluntariness, equality, mutual benefit,
justice and fairness. The terms of the Transaction were negotiated fairly on the basis
of market practice.
V. Main Contents of the Credit Facility Agreement
Contract Name: Credit FacilityAgreement
Borrower: Adama Agricultural Solutions Ltd. (directly, or through one of its
subsidiaries)
Lender: Syngenta Group Co., Ltd. or any of its subsidiaries
Main Terms: committed long-term credit facility in the aggregate amount of up to
RMB 2 billion, for up to 3 years at 1-year LPR – 0.65%.Both partiesmay assign their
rights and obligations under the Credit Facility Agreement to another entity withi n
their respective group according to the terms of the Credit FacilityAgreement.
Effective Date ofthe Agreement: followingthe approvalofcorporaterequisite organs,
as required.
Dispute Resolutions: Any controversy or claim that fails to be solved amicably shall
be finally submitted to the competent courts of Tel-Aviv under the laws of the State
of Israel.
VI. Purpose of the Transaction and Its Impact on the Company
The Transaction expands and efficiently utilizes the Company's and its
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