Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2026-10

ADAMA Ltd.Announcement on Consolidation of Credit

Facilities from the Related Party

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 RelatedParty Transaction

The 18th meeting of the 10th session of the Board of Directors of ADAMA Ltd.(hereinafter referred to as the “Company”) held on March 26 2026 approved the

Proposal on Consolidation of Credit Facilities from the Related Party. To optimize

the debt structure and for management convenience the Company intends to

consolidate multiple short-term credit facilities previously provided to Adama

Fahrenheit B.V. (hereinafter referred to as "ADAMA NL") an indirectly wholly-

owned subsidiary of the Company by Syngenta Group (NL) B.V. (hereinafter

referred to as "SG NL") a subsidiary of the Company's controlling shareholder

Syngenta Group Co. Ltd. (hereinafter referred to as "SG").The consolidation involves the following original facility agreements:

1. The facility agreement approved by the 18th meeting of the 9th session of the

Board of Directors and the 2022 Annual Shareholders Meeting according to which

SG NL provided a total of USD 350 million in short-term committed annually

revolving credit facility in favor of ADAMA NL (For details please refer to

Announcement No. 2023-6).

2. The facility agreements approved by the 33rd meeting of the 9th session of the

Board of Directors and the 1st Interim Shareholders Meeting in 2024 and the 7th

meeting of the 10th session of the Board of Directors and the 3rd Interim

Shareholders Meeting in 2024 according to which SG NL provided a total of USD

400 million in short-term annually revolving credit facility in favor of ADAMA NL

(For details please refer to Announcement No. 2024-24 and 2024-52).

1It is now proposed to consolidate the aforementioned short-term credit facilities

totaling USD 750 million into a single credit arrangement and sign a new Facility

Agreement (the “ Transaction ” ) to replace the aforementioned original facility

agreements.Since SG NL and ADAMA NL are both controlled by Sinochem Holdings

Corporation Ltd. (hereinafter referred to as “Sinochem Holdings”) the Transaction

constitutes a related party transaction.Among the seven directors of the Company the related-party directors Mr. Qin

Hengde Mr. Liu Hongsheng and Mr. An Liru refrained from voting while among the

remaining votes of the four directors there were four (4) affirmative votes and no

negative votes or abstentions. The Transaction has been reviewed by the Specialized

Meeting of Independent Directors of the Company and approved by all independent

directors.The Transaction requires the approval of the Company’s shareholders. SG will

refrain from voting.The Transaction does not constitute a Material Assets Restructuring as stipulated by

the Administrative Measures on Significant Asset Restructuring of Listed

Companies.II. Introduction to the Related Party

SG NL was established in 2016. Its legal representative is Edwin Pool and its

registered address is Westeinde 62 1601BK Enkhuizen The Netherlands. It has

registered capital of USD 2 and mainly undertakes the businesses related to holding

and financing activities. The main financial data as of December 31 2024 is:

operating revenue of USD 33986000 net profit of USD 2354000 total assets of

USD 722087000 net assets of USD 708906000.Related-party relationship: Both SG NL and ADAMA NL are controlled by

Sinochem Holdings the ultimate controlling shareholder of the Company. SG NL is

related party of the Company in accordance with Item 2 Paragraph 2 of Article

6.3.3 of the Listing Rules of Shenzhen Stock Exchange.

Analysis of contract performance capability: To the best of the Company’s

knowledge SG NL operates normally and is in good operational condition. After

2searching on the website of disclosure of enforcement information of China it is not

a debtor subject to judicial enforcement.III. Basic Information on the Target of the Related-PartyTransaction

The Transaction consolidates the original multiple facility agreements into a single

short-term committed annually revolving credit facility with a total amount of USD

750 million bearing an annual interest rate of 3-month SOFR plus a 0.95% margin

and a commitment fee of 0.35% on the unutilized amount subject to the Facility

Agreement signed between the two parties. The Transaction is a consolidation of the

Company’s already approved credit facilities and does not increase the total credit

amount.IV. Pricing Basis of the Related-Party Transaction

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 Facility Agreement

Contract Name: Facility Agreement between Adama Fahrenheit B.V. and Syngenta

Group (NL) B.V. (2026)

Borrower: Adama Fahrenheit B.V.Lender: Syngenta Group (NL) B.V.Main Terms: Consolidates the original multiple facility agreements into a single

short-term committed annually revolving credit facility with a total amount of USD

750 million bearing an annual interest rate of 3-month SOFR plus a 0.95% margin

and a commitment fee of 0.35% on the unutilized amount.The Lender may assign its rights and obligations under the Facility Agreement

solely to another entity within its group according to the terms of the Facility

Agreement by providing Borrower with a prior written notice.The Borrower may assign its rights and obligations under the Facility Agreement to

a third party with the prior consent of Lender which will not be unreasonably

withheld.

3Effective Date of the Agreement: upon signing the Facility Agreement following

the approval of the Parties’ requisite organs as required. The requisite organs of the

Company will review the terms of this Agreement every three years.Dispute Resolutions: The Facility Agreement is governed in all respects by the laws

of the Netherlands.VI. Purpose of the Transaction and Its Impact on the Company

The Transaction aims to consolidate the existing credit facilities from the related party for

the Company's subsidiary simplify the management of facility agreements and enhance

the efficiency and flexibility of fund utilization and management. The Facility

Agreement follows the general practice of similar transactions in the market and

doesn’t contain unfair terms. The Transaction will not adversely affect the interests of

the Company and its non-related party shareholders nor will it affect the

independence of the Company.VII. Status of the Different Kinds of Related Party Transactions between the

Company and Sinochem Holdings

As of the end of February 2026 the related party transactions between the Company and

subsidiaries of Sinochem Holdings are as follows:

1. The occurred amount of related party transactions with subsidiaries of Sinochem

Holdings in the ordinary course of business is around RMB 666.47 million. The

estimated related party transaction amount in the ordinary course of business

approved by the 1st Interim Shareholders Meeting in 2026 is RMB 3152.93 million.

2. The Company and its subsidiaries’ Deposits and Loans in the Finance Company:

the balance of deposits remains RMB 910.11 million and USD 4.03 million and

the loan amount is RMB 249.64 million which have been approved by the 3rd

Interim Shareholders Meeting in 2024.VIII. Independent Directors’ Prior Approval

The Company’s Specialized Meeting of Independent Directors approved the

Transaction and the independent directors have given approval opinions on the

Transaction: The Transaction is based on the funding needs of the Company and the

need to optimize the Company's debt management structure and is normal business

4operations. The Transaction conforms to relevant national laws and regulations as

applicable and market-oriented principles and will not impact the independence of the

Company or harm the interests of the Company and its other shareholders. The decision-

making procedures for the Transaction conform to the Company Law the Rules of

Shenzhen Stock Exchange for the Listing of Stocks the Articles of Association of the

Company and other laws and regulations. Therefore the independent directors pre-

approved the Transaction and agree to submit it to the Board of Directors.IX. Documents for Future Reference

1. The resolutions of the 18th Meeting of the 10th Session of the Board of Directors of the

Company.

2. The resolutions of the Specialized Meeting of Independent Directors.

It is hereby announced.The Board of Directors of ADAMA Ltd.March 28 2026

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