Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2023-12
ADAMA Ltd.Announcement on Expected Related-Party Transactions in the Ordinary
Course of Business in 2023
I. Basic Information on Related Party Transactions in the ordinary course of business
(1) Overview of related-party transactions in the ordinary course of business
The Company expects that the aggregated amount of related party transactions between itand/or its subsidiaries (together the "Group Companies") and the subsidiaries of SinochemHoldings Corporation Ltd. (“Sinochem Holdings”, the actual controller of the Company) in2023 shall not exceed RMB 5,030.45 million.Such aggregated amount consists of (1) expected transactions of the Group Companies forthe purchase of raw materials/products/fixed assets and the receipt of certain services fromsubsidiaries controlled by Sinochem Holdings, in a total amount that shall not exceed RMB2,853.64 million; and (2) expected transactions of the Group Companies for the sale ofproducts and the provision of services, in a total amount that shall not exceed RMB 2,176.81million, to subsidiaries controlled by Sinochem Holdings. Such transactions hereinafterreferred as the "Related-party transactions".Related-party transactions of the above type performed by the Company in 2022 in theordinary course of business amounted to RMB 4,861.04 million.These estimations were performed based on the current available data and may change, interalia, as a result of changes to the Group Companies’ business and/or due to market conditionsas well as due to the forming of Sinochem Holdings as part of the strategic restructuring ofChemChina and Sinochem Group Co., Ltd., and the continued alignment and cooperationbetween the companies of Syngenta Group Co., Ltd. (“Syngenta Group”), comprising theCompany, Syngenta AG and Sinochem Holdings’ agriculture-related activities, which willfurther capitalize on the value creation and synergy opportunities identified.The related-party transactions matter has been reviewed and approved at the 19
thMeeting ofthe 9th
Session of the Board of Directors of the Company. Among the five directors of theCompany, there were three affirmative votes, zero negative votes and zero abstentions, whilethe two related-party directors (Mr. Erik Fyrwald and Mr. Chen Lichtenstein) refrained fromvoting.The related-party transactions matter shall be further approved by the Shareholders Meeting.Syngenta Group will refrain from voting.
(2) The types and amounts of expected related-party transactions in the ordinary course
of business in 2023
RMB’0000
Type ofrelated-partytransaction
| Type of related-party transaction | Related party | Content of related-party transaction | The pricing principle of related-party transaction | Contract amount or estimated amount not to exceed | Amount already occurred in 2023 as of the disclosure date | Amount occurred in the previous year |
| raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | Market price | 144,486 | 26,436 | 129,897 |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | Market price | 856 | - | 113 | |
| Jiangsu Huaihe Chemicals Co., Ltd. | Purchase of raw materials/products | Market price | 23,512 | 6,238 | 20,187 | |
| Sinofert | Purchase of raw materials/products | Market price | 115 | - | 414 | |
| Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 52,875 | 7,949 | 55,760 | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | Market price | 29,561 | 2,652 | 25,516 | |
| Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. | Purchase of raw materials/products | Market price | 14 | - | 11 | |
| Sinochem Lantian Fluorine Materials Co., Ltd. | Purchase of raw materials/products | Market price | 288 | - | 181 | |
| Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | Market price | 25,300 | - | 16,647 | |
| Sinochem Agro Co.,Ltd. | Purchase of raw materials/products | Market price | 8,090 | 1,954 | 11,006 | |
| Sub-total | - | - | 285,097 | 45,229 | 259,732 | |
| Selling raw materials and products to related parties | Syngenta AG and its subsidiaries | Selling products | Market price | 159,178 | 21,911 | 161,925 |
| Jiangsu Huaihe Chemicals Co., Ltd. | Selling products | Market price | 26,893 | - | 24,716 | |
| Sinofert | Selling products | Market price | 14,168 | 1,301 | 10,002 |
(3) Actual related-party transactions in the ordinary course of business performed in the
previous year (2022)
RMB’0000
| Type of | Related party | Content of related | Actually | Estimated | Difference |
Sino MAP
| Sino MAP | Selling products | Market price | 1,150 | 94 | 849 | |
| Jiangsu Yangnong Chemical Co., Ltd. | Selling products | Market price | 6 | - | 6 | |
| Jiangsu Youshi Chemical Co., Ltd. | Selling products | Market price | 12,650 | - | 12,344 | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | Market price | 173 | - | 181 | |
| Syngenta Nantong Crop Protection Co.,Ltd. | Selling products | Market price | 610 | - | 2,565 | |
| Sinochem International Crop Care Company Limited | Selling products | Market price | 1,898 | - | 3,956 | |
| Sinochem Agro Co.,Ltd. | Selling products | Market price | 230 | - | 209 | |
| Syngenta (China) Investment Company Limited | Selling products | Market price | 725 | - | - | |
| Sub-total | - | - | 217,681 | 23,306 | 216,753 | |
| Receiving services from related parties | Sinochem Information Technology Co., Ltd | Value-added OA services | Market price | 40 | - | 31 |
| Sinochem Information Technology Co., Ltd | IT services | Market price | 35 | - | - | |
| Syngenta AG and its subsidiaries | Regular services | Market price | 52 | - | 93 | |
| Sino MAP | Regular services | Market price | 40 | - | 3 | |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Regular services | Market price | 100 | - | 515 | |
| Sub-total | - | - | 267 | - | 642 |
related-
partytransaction
| related-party transaction | transaction | occurred amount | amount not to exceed | proportion（%） | |
| Purchasing raw materials and products from related parties | Syngenta AG and its subsidiaries | Purchase of raw materials/products | 129,897 | 145,104 | -10.48% |
| Bluestar (Beijing) Chemical Machinery Co., Ltd. | Purchase of raw materials/products | 113 | 650 | -82.62% | |
| Jiangsu Huaihe Chemicals Co., Ltd. | Purchase of raw materials/products | 20,187 | 19,830 | 1.80% | |
| Sinofert | Purchase of raw materials/products | 414 | 200 | 107% | |
| Jiangsu Yangnong Chemical Co., Ltd. | Purchase of raw materials/products | 55,760 | 129,356 | -56.89% | |
| Jiangsu Youshi Chemical Co., Ltd. | Purchase of raw materials/products | 2,646 | 128 | 1,967.19% | |
| Jiangsu Ruixiang Chemical Co., Ltd. | Purchase of raw materials/products | 0 | 96 | -100% | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Purchase of raw materials/products | 25,516 | 540 | 4,625.19% | |
| Co., Ltd. | Purchase of raw materials/products | 11 | 33 | -66.67% | |
| Bluestar Engineering Co.,Ltd. | Purchase of raw materials/products | 591 | 10 | 5,810% | |
| Sinochem Agro Co.,Ltd. | Purchase of raw materials/products | 11,006 | 17,329 | -36.49% | |
| Zhonglan International Chemical Co., Ltd. | Purchase of raw materials/products | 16,647 | 18,000 | -7.52% | |
| ELKEM SILICONES BRASIL LTDA | Purchase of raw materials/products | 193 | - | - | |
| Shandong Dacheng Agrochemical Company Limited | Purchase of raw materials/products | 2,551 | - | - | |
| Sinochem Lantian Fluorine Materials Co., Ltd. | Purchase of raw materials/products | 181 | - | - | |
| Co., Ltd. | Purchase of raw materials/products | 3 | - | - | |
| Shenyang Sciencreat Chemicals Co., Ltd. | Purchase of raw materials/products | 110 | - | - | |
| Sinochem International Crop Care Company Limited | Purchase of raw materials/products | 773 | - | - | |
| China Bluestar Chengrand Research Institute Chemical Industry | Purchase of raw materials/products | 0.2 | - | - | |
| Sub-total | - | 266,599 | 331,276 | -19.52% | |
| Purchasing fixed assets from related parties | Bluestar Engineering Co.,Ltd. | Purchase of fixed assets | 390 | 6,500 | -94% |
| Shandong Dacheng Agrochemical Company Limited | Purchase of fixed assets | 169 | - | - | |
| Changsha Huaxing Construction Supervision Co., Ltd. | Purchase of fixed assets | 25 | - | - | |
| Syngenta AG and its subsidiaries | Purchase of fixed assets | 394 | - | - |
Sub-total
| Sub-total | - | 978 | 6,500 | -84.95% | |
| Selling products and goods to related parties | Syngenta AG and its subsidiaries | Selling products | 161,925 | 127,343 | 27.16% |
| Jiangsu Huaihe Chemicals Co., Ltd. | Selling products | 24,716 | 23,640 | 4.55% | |
| Sinofert | Selling products | 10,002 | 10,280 | -2.70% | |
| Sino MAP | Selling products | 849 | 541 | 56.93% | |
| Jiangsu Yangnong Chemical Co., Ltd. | Selling products | 6 | 200 | -97% | |
| Jiangsu Youshi Chemical Co., Ltd. | Selling products | 12,344 | 6,100 | 102.36% | |
| Zhonglan International Chemical Co., Ltd. | Selling products | 0 | 300 | -100% | |
| Jiangsu Youjia Plant Protection Co., Ltd. | Selling products | 181 | 240 | -24.58% | |
| Syngenta Nantong Crop Protection Co.,Ltd. | Selling products | 2,565 | 4,500 | -43% | |
| Sinochem International Crop Care Company Limited | Selling products | 3,956 | 3,000 | 31.87% | |
| Shenyang Sciencreat Chemicals Co., Ltd. | Selling products | 5 | - | - | |
| Sinochem Agro Co., Ltd. | Selling products | 209 | - | - | |
| Sub-total | - | 216,758 | 176,144 | 23.06% | |
| Rendering services to related party | Syngenta AG and its subsidiaries | Regular services | 975 | - | - |
| Sub-total | - | 975 | - | - | |
| Receiving services from related party | China National Chemical Information Center | Value-added OA services | 137 | 94 | 45.74% |
| Zhonglan Lianhai Design Institute Co., Ltd. | Design services | 0 | 50 | -100% | |
| Syngenta AG and its subsidiaries | Regular service | 93 | 45 | 106.67% | |
| Sino MAP | Regular service | 3 | - | - | |
| Sinochem Innovation (Beijing) Technology Research Institute Co., Ltd. | Regular service | 4 | - | - | |
| Co., Ltd. | Regular service | 515 | - | - | |
| Co., Ltd | Regular service | 11 | - | - | |
| Sinochem Information Technology Co., Ltd | Value-added OA services | 31 | - | - | |
| Sub-total | - | 794 | 189 | 320.11% | |
| Aggregated | 486,104 | 514,109 | -5.45% | ||
| An explanation by the board of directors for the major difference between the actual occurred amount of daily related transactions and the estimated amount | The Company estimates that the total amount of daily related party transactions in 2022 will not exceed RMB 5,141.09 million. The Company’s actual amount incurred in 2022 is RMB 4,861.04 million, which does not exceed the expected amount. There is no significant difference between the actual amount and the estimation. | ||||
| An explanation by the independent directors for the major difference between the actual occurred amount of daily related transactions and the expected amount | N/A | ||||
Notes: Please refer to the announcements on March 31, 2022, for the 2022 expected related-partytransactions of the Company (Announcement No. 2022-10).II. Introduction to Related Parties and Their Relationships with the Company
1. Bluestar (Beijing) Chemical Machinery Co., Ltd. (legal representative: Qiao Xiaofeng; registered
address: No. 5, Xingye Street, Beijing Economic and Development Zone) has registered capitalof RMB 200 million and mainly undertakes the businesses related to production of chemicalmachinery and equipment, production of type III pressure vessels, design, maintenance andinstallation of chemical machinery and equipment, technical consultation, technical services,technical training. The main financial data as of the date December 31, 2022 are: operatingrevenue of RMB 1,310,239,303.13, net profit of RMB 34,864,378.97, total assets of RMB1,251,510,952.13, net assets of RMB 444,458,359.71.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, Bluestar(Beijing) Chemical Machinery Co., Ltd. operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
2. Jiangsu Huaihe Chemical Co., Ltd. (legal representative: Xia Wenbiao; registered address: YutaiCounty, Jiangsu Province) has registered capital of RMB 160 million and mainly undertakes thebusinesses related to manufacturing and sale of chemical products. The main financial data as ofDecember 31, 2022 are: operating revenue of RMB 1,100,276,268.22, net profit of RMB55,613,868.56, total assets of RMB 661,694,294.66, net assets of RMB 273,544,671.67.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of performance capability: To the best knowledge of the Company, Jiangsu HuaiheChemical Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good performance capability. After searching on the website ofdisclosure of enforcement information of China, it is not a dishonest party subject to enforcement.
3. Sinofert Holdings Limited (Executive Director & CEO: Ma Yue; registered office: ClarendonHouse 2 Church Street Hamilton HM11 Bermuda) is a company listed on the Main Board of theStock Exchange of Hong Kong (stock code:00297), which has registered capital of HKD8,316,000,000 and mainly undertakes the production, import and export, distribution and retailof fertilizer raw materials and finished products, provision of technological research anddevelopment and services relating to the fertilizer business and products, exploration andexploitation of phosphate mine, and production of monocalcium/dicalcium phosphate(MCP/DCP). The main financial data as of June 30, 2022 are: operating revenue of RMB15,306,449,000, net profit of RMB 1,008,963,000, total assets of RMB 18,839,712,000, netassets of RMB 9,656,449,000.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinofertHoldings Limited produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject to
enforcement.
4. Jiangsu Yangnong Chemical Co., Ltd. (legal representative: Qin Hengde; registered address: No.39, Wenfeng Road, Yangzhou) has registered capital of RMB 309.8989 million and mainlyundertakes the manufacture of agrochemicals and fine chemicals. The main financial data as ofSeptember 30, 2022 are: operating revenue of RMB 13,102,278,683.72, net profit of RMB1,638,329,191.80, total assets of RMB16,089,912,989.04, net assets of RMB 8,396,988,490.77.Jiangsu Youshi, Jiangsu Youjia, Sinochem International Crop Care Company Limited andSinochem Agro Co., Ltd. mentioned in this announcement as expected related parties aresubsidiaries of Jiangsu Yangnong Chemical Co., Ltd.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, JiangsuYangnong Chemical Co., Ltd. produces and operates normally and is in good operational andfinancial conditions and thus has a good contract performance capability. After searching on thewebsite of disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
5. Syngenta AG (registered address: Schwarzwaldallee 215 4058 Basel) has the registered capitalof RMB 41.33 million and mainly undertakes the businesses related to crop protection, seeds.The main financial data as of the date December 31, 2021 are: operating revenue USD 16,733million, total assets USD 25,914 million, net assets USD 5,585 million, net income USD 1,442million. Syngenta (China) Investment Company Limited and Syngenta Nantong Crop ProtectionCo.,Ltd. mentioned in this announcement as expected related parties are subsidiaries of SyngentaAG.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: Syngenta AG and its subsidiaries produce andoperate normally and are in good operational and financial conditions and thus have a goodcontract performance capability. After searching on the website of disclosure of enforcementinformation of China, it is not a dishonest party subject to enforcement.
6. Hangzhou (Torch) Xidou Door Film Industry Co., Ltd. (legal representative: Wang Shougen;registered address: Building 2, No. 602 Shunfeng Road, Qianjiang Economic Development Zone,Hangzhou) has registered capital of RMB 58.24 million and mainly undertakes themanufacturing of water treatment equipment, technical development, technical service andtransfer of membrane separation technology, separation membrane and water treatmentengineering technology products, and sales of separation membrane and water treatmentengineering technology products. The main financial data as of December 31, 2022 are: operatingrevenue of RMB 77,365,555.17, net profit of RMB 466,658.85, total assets of RMB71,013,223.84, net assets of RMB 51,627,717.86.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, Hangzhou(Torch) Xidou Door Film Industry Co., Ltd. produces and operates normally and is in goodoperational and financial conditions and thus has a good contract performance capability. Aftersearching on the website of disclosure of enforcement information of China, it is not a dishonestparty subject to enforcement.
7. Zhonglan International Chemical Co., Ltd. (legal representative: Yang Hongbin; registeredaddress: No. 1205-1206, 12/F, No.62 North 4th Ring West Road, Haidian District, Beijing) hasregistered capital of RMB 100 million and mainly undertakes the wholesale chemical products,technology import and export, technology and information consulting services. The mainfinancial data as of December 31, 2022 are: operating revenue of RMB 4,731,354,531.96, netprofit of RMB 15,596,277.05, total assets of RMB 1,150,278,268.16, net assets of RMB52,130,791.85.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, ZhonglanInternational Chemical Co., Ltd. produces and operates normally and is in good operationalconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
8. Sinochem Agriculture Co., Ltd. (legal representative: Ying Minjie; registered address: Room 818,No. 28 Fuxingmennei street, Xicheng district, Beijing) has registered capital of RMB 4,000million and mainly undertakes sales of agricultural production materials; grain purchases;services for agriculture; technology development and technology consultation on soilimprovement and restoration, etc. The main financial data as of September 30, 2022 are:
operating revenue of RMB 17,258,179,124.23, net profit of RMB -174,196,536.85, total assetsof RMB 15,991,902,360.52, net assets of RMB -139,072,067.29.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemAgriculture Co., Ltd. produces and operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
9. Sinochem Information Technology Co., Ltd (legal representative: Zhao Yang; registered address:
Room 703, Floor 7, No.28 Fuxingmennei Street, Xicheng District, Beijing) has registered capitalof RMB 50 million and mainly undertakes the businesses related to software development,technical service, technical development, technical consultation, information system integrationservice and computer system services. The main financial data as of the date December 31, 2022are: operating revenue of RMB 523,041,118.41, net profit of RMB 15,452,915.44, total assets ofRMB 170,834,181.78, net assets of RMB 67,946,616.70.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemInformation Technology Co., Ltd operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.
10. Sinochem Lantian Fluorine Materials Co., Ltd. (Legal Representative: Liu Jianpeng; registeredaddress: No.5 Weiqi Road, Shangyu Economic and Technological Development Zone,Hangzhou Bay, Zhejiang Province) has registered capital of RMB659.74 million and mainly
undertakes the businesses related to production and management of hazardous chemicals,manufacturing of special equipment, technical research and development of biochemicalproducts, sales of chemical products. The main financial data as of December 31, 2022 are:
operating revenue of RMB 2,798,804,751.00, net profit of RMB 784,182,541.36, total assets ofRMB 2,470,652,133.82, net assets of RMB 1,808,513,630.69.Relationship with the Company: It is a legal person controlled by Sinochem Holdings, the actualcontrol holder of the Company. According to item (2) of paragraph 2 of Article 6.3.3 of the Rulesof Shenzhen Stock Exchange for the Listing of Stocks, it is a related party of the Company.Analysis of contract performance capability: To the best knowledge of the Company, SinochemLantian Fluorine Materials Co., Ltd. operates normally and is in good operational and financialconditions and thus has a good contract performance capability. After searching on the websiteof disclosure of enforcement information of China, it is not a dishonest party subject toenforcement.III. Main Content of Related-Party Transactions
1. Main content
(1) All related-party transactions between the Group Companies and the relevantrelated parties should be carried out based on market terms and according to theprinciples of voluntariness, equality, mutual benefit, justice and fairness andwithout prejudice to the interests of the Company.
(2) If there is any available state fixed price, then the state fixed price shall prevail; if
the state fixed price is inapplicable or not applicable any more, then the marketprice shall prevail; if the market price is inapplicable or not applicable any more,then both parties shall determine the exact and fair pricing standards they believeto be based on relevant data.
2. Signing of transaction agreement
The Group Companies will conclude contracts with the relevant related partiesaccording to their production and operation requirements and their ordinary coursebusiness practices.IV. Purpose of Related-Party Transaction and its Impact on the Company
These related-party transactions are necessary for the daily business operation of the GroupCompanies. They mainly aim to capitalize on the Group Companies’ unique positioning andprofile, including as part of the Syngenta Group, achieve cost savings, increase theCompany’s sales and market share and to drive its profitable growth. Based on theunderstanding of the related-parties’ business performance, credit status and performancecapability, the Group Companies have selected them to conduct transactions in the ordinarycourse of business. The related-party transaction activities follow the principle of fairnessand justice, they will not adversely affect the Company and its non-related party shareholders.The Board of Directors of the Company holds that the related-party transactions benefit thecontinuity and stability of the Company’s business operations and has a positive impact onthe normal operations of the Company. Those transactions will not impact the independenceof the Company.V. Independent Directors’ Opinions
The Company’s independent directors have given separate opinions on the related partytransactions matter: The Group's related-party transactions performed in the ordinary courseof business are mainly to purchase or sell goods, materials and services from/to the relatedparties based on the principles of justice and fairness and the pricing standards consistentwith those of non-related parties, in order to capitalize on the Group’s unique positioning
and profile including as part of the Syngenta Group, achieve cost savings, increase theCompany’s sales and market share and to drive its profitable growth. All such transactionsshall conform to relevant national laws and regulations, as applicable, and market-orientedprinciples, and shall not influence the independence of the Company or damage the interestsof the Group Companies and their other shareholders. The decision-making procedures forthese related party transactions conform to the Company Law of the People’s Republic ofChina, the Rules of Shenzhen Stock Exchange for the Listing of Stocks, the Articles ofAssociation and other laws and regulations. We agree on this proposal and submit it to theGeneral Meeting of Shareholders for deliberation.VI. Documents for Future Reference
1. The resolution made at the 19
th
Meeting of the 9
thSession of the Board of Directors ofthe Company;
2. Independent directors’ prior written approval;
3. Independent directors’ opinions.
The Board of Directors of ADAMA Ltd.
March 21, 2023