ADAMA Ltd.
Special Report on Amounts due from the
Controlling Shareholder and Other Related Parties
For the year ended December 31, 2018
Note: The Special Report on Amounts due from the Controlling Shareholder and Other Related Parties will be issued in Chinese. This special explanation is English translation prepared for the Company's management review purpose only and cannot be provided to third parties for other purpose. If there is any conflict between the Chinese and English version, the Chinese version shall prevail.
Special Report on Amounts due from the Controlling Shareholder and Other Related Parties for the Year For the year ended December 31, 2018 of
ADAMA Ltd.
De Shi Bao (Han) Zi (19) No. Q00367 To the Board of Directors of ADAMA Ltd.:
We are entrusted to audit the financial statements of ADAMA Ltd. ((Former name: Hubei Sanonda Co., Ltd., hereinafter referred to as "ADAMA"), which comprise consolidated and the Company's balance sheets as at 31 December 2018, and consolidated and the Company's income statements, consolidated and the Company's statements of changes in shareholders' equity and consolidated and the Company's cash flow statements for the year then ended (hereinafter referred to as the Company's financial statements) for the year 2018, and have issued the auditor's report with unqualified opinion (De Shi Bao (Shen) Zi (19) No. P01527) on March 19, 2019.
ADAMA has prepared the accompanying summary statement of amounts due from the controlling shareholder and other related parties for the year 2018 (hereinafter referred to as the "summary statement") in accordance with the Notice of the China Securities Regulatory Commission and the State-Owned Assets Supervision and Administration Commission of the State Council on Several Issues concerning Regulating Fund Transactions between Listed Companies and Their Affiliates and the External Guarantee of Listed Companies (Zheng JianFa[2017]No.16).
The management of ADAMA is responsible for the faithful preparation and disclosure of the summary statement that give a true, legal and complete view. We have compared the summary statement and the accounting information reviewed by us in the audit of ADAMA's financial statements for the year 2018 along with the audited financial statements, and found that no discrepancies, in all material aspects, were identified. We have not performed additional audit procedures against the information stated in the summary statement except those relevant to the related party transactions in the audit of ADAMA's financial statements for the year 2018 in accordance with China Standards on Auditing.
The accompanying summary statement shall be read with the audited financial statements as a whole for a better understanding of ADAMA's amount due form the controlling shareholders and other related parties for the year 2018.
The explanation is used for the presentation of amount due from the controlling shareholders and other related parties for the year 2018 to the securities regulator only, and for no other purpose. Deloitte Touche Tohmatsu CPA LLP Shanghai, China March 19, 2019
ADAMA Ltd.
Summary Statement of Amounts due from the Controlling Shareholder and Other Related Parties
for the Year 2018 of ADAMA Ltd.
Unit:RMB’000
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|Non-operating fundflows/transaction andcorresponding balances duefrom related parties|Name of Related Party|Relation betweenRelated Party and theListed Company|Name ofAccount|OpeningBalance ofAmount Duefrom relatedparty|Additionamount in 2018(excludeinterest arisingfrom theprinciplebalance)|Interest arisingfrom the principlebalance of amountdue from relatedparties in 2018(If applicable)|Therepaymentamount in2018|ClosingBalance ofAmount Duefrom relatedparty|Reason of fundflows /transactions|Nature ofthe fundflows/transaction|
|Present controllingShareholder and its affiliatedentities|-|-|-|-|-|-|-|-|-|-|
|sub-total|-|-|-|-|-|-|-|-|-|-|
|Former controllingShareholder and its affiliatedentities|-|-|-|-|-|-|-|-|-|-|
|sub-total|-|-|-|-|-|-|-|-|-|-|
|Total|-|-|-|-|-|-|-|-|-|-|

ADAMA Ltd.
Summary Statement of Amounts due from the Controlling Shareholder and Other Related Parties
for the Year 2018 of ADAMA Ltd.–(cont’d)
Unit:RMB’000
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|-|-|-|-|-|-|-|-|-|-|-|
|Other fundflows/transaction andcorresponding balances duefrom related parties|Name of Related Party|Relation betweenRelated Party and theListed Company|Name ofAccount|OpeningBalance ofAmountDue fromrelated party|Additionamount in 2018(exclude interestarising from theprinciplebalance)|Interest arisingfrom the principlebalance of amountdue from relatedparties in 2018(If applicable)|The repaymentamount in2018 andcurrencytranslationadjustments|ClosingBalance ofAmount Duefrom relatedparty|Reason of fundflows /transactions|Nature of thefund flows/transaction|
|Controlling Shareholder andits affiliated entities (presentand former)|ChemChina FinanceCorporation|Legal person controlledby controllingshareholder|Cash at bankand on hand|155,700|259,729|1,651|121,419|295,661|Deposit|Operational|
||Syngenta AG and itssubsidiaries (Note 1)|Legal person controlledby controllingshareholder|Accountsreceivable|28,565|397,335|-|386,480|39,420|Sales of goods|Operational|
||Syngenta AG (Note 2)|Legal person controlledby controllingshareholder|Otherreceivables|16,838|26,426|-|8,831|34,433|Transaction costs ofthe divestment|Operational|
||Jiangsu AnponElectrochemical Co., Ltd|Legal person controlledby controllingshareholder|Otherreceivables|5,942|22,374|-|11,190|17,126|Rendering ofmanagement &consulting services|Operational|
||Bluestar Engineering Co.,Ltd. (Former name:Haohua Engineering Co.,Ltd.)|Legal person controlledby controllingshareholder|Prepayment|12,357|44,837|-|56,896|298|Prepayment forgoods and services|Operational|
||Anhui ProvincialPetrochemical Group Co.,Ltd. (Headquarter)|Legal person controlledby controllingshareholder|Accountsreceivable|-|197|-|197|-|Sales of goods|Operational|
||Anhui Kelihua ChemicalCo., Ltd.|Legal person controlledby controllingshareholder|Accountsreceivable|-|1,697|-|1,697|-|Sales of goods|Operational|
||Sub-total|||219,402|752,595|1,651|586,710|386,938|||
|Listed company's subsidiariesand its affiliated entities|-|-|-|-|-|-|-|-|-|-|
|Related natural person and itslegal person in control|-|-|-|-|-|-|-|-|-|-|
|Other related parties and itsaffiliated entities|Alfa AgriculturalSupplies S.A. (Note)|Joint venture|Other assets|7,514|29|-|-|7,543|Long term loan toothers|Non-Operational|
||Sub-total|||7,514|29|-|-|7,543|||
|Total||||226,916|752,624|1,651|586,710|394,481|||

ADAMA Ltd.
Note 1: The accounts receivable due to sales of goods to Syngenta AG and its subsidiaries, including Syngenta Crop Protection AG, Syngenta Supply AG, Syngenta Espana S.A., Syngenta Italia S.p.A., and Syngenta Agro, S.A. DE C.V.
Note 2: In 2017, ADAMA Agricultural Solutions Ltd and Syngenta AG, which are both under the common control of the ultimate holding company entered into agreements with Nufarm Limited for the divestment of several of their products in Europe. According to the agreement, transaction costs will be ultimately borne by Syngenta AG after the transaction is completed.
Legal representative Chief of accounting work Chief of accounting organ