ADAMA Ltd. Annual Report 2025
ADAMA LTD.ANNUAL REPORT 2025
ADAMA Ltd. is a global leader in crop protection providing solutions to farmers across the
world to combat weeds insects and disease. ADAMA has one of the widest and most
diverse portfolios of active ingredients in the world state-of-the art R&D manufacturing and
formulation facilities together with a culture that empowers our people in markets around
the world to listen to farmers and ideate from the field. This uniquely positions ADAMA to
offer a vast array of distinctive mixtures formulations and high-quality differentiated products
delivering solutions that meet local farmer and customer needs in dozens of countries
globally with direct presence in all top 20 markets.For further important additional information and details please refer to the Annex.March 2026
1ADAMA Ltd. Annual Report 2025
Section I - Important Notice Table of Contents and Definitions
? The Company’s Board of Directors directors and senior managers confirm that the content of the Report is true
accurate and complete and contains no false statements misleading presentations or material omissions and
assume joint and several legal liability arising therefrom.? Ga?l Hili the person leading the Company (President and Chief Executive Officer) as well as its legal
representative and Efrat Nagar - the person leading the accounting function (Chief Financial Officer) hereby
assert and confirm the truthfulness accuracy and completeness of the Financial Report.? All of the Company’s directors attended the board meeting for the review of this Report.? The forward-looking information described in the Report such as future plans development strategy etc. does
not constitute in any manner whatsoever a substantial commitment of the Company to investors. Investors and
other relevant people are cautioned to be sufficiently mindful of investment risks as well as the difference between
plans forecasts and commitments.? The Company has described its future development strategies work plan for 2026 and possible risks in “XI.Outlook of the Company’s future development” in Section III. The major risks of the Company include among
others exchange rate fluctuations; exposure to interest rate Israel CPI and NIS exchange rate fluctuations;
fluctuations in raw material inputs and prices and in sales. Investors and other relevant people are cautioned to
be sufficiently mindful of investment risks. For the complete “Risk factors and countermeasures” of the Company
please see the relevant section below.? Pre-plan of dividend distribution or reserve transfer to equity capital approved for the reporting period by the
meeting of the Board of Directors on March 26 2026.□Applicable √Not applicable
The Company does not plan to distribute cash or share dividends nor plan to transfer capital reserve to equity
capital.? By end of the reporting period the parent company had carried-forward losses.□Applicable√Not applicable
? This Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies
between the two versions the Chinese version shall prevail.
2ADAMA Ltd. Annual Report 2025
Table of Contents
Section I - Important Notice Table of Contents and... 2
Section II - Corporate Profile and Financial Resul... 6
Section III - Performance Discussion and Analysis .. 12
Section IV - Corporate Governance Environment and .. 52
Section V - Significant Events ..................... 77
Section VI - Change in Shares & Shareholders ...... 135
Section VII - Corporate Bonds ..................... 143
Section VIII - Financial Report ................... 144
3ADAMA Ltd. Annual Report 2025
Contents of Documents Available for Reference
(I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of the
Accounting Organ.(II) Duly signed Auditor’s Report and seals the certified public accountants.(III) Originals of all Company’s documents previously disclosed in media designated by the CSRC as well as the originals
of all the public notices were deposited in the Company’s office.
4ADAMA Ltd. Annual Report 2025
Definitions
In this Report the following terms have the meaning appearing alongside them unless otherwise specified:
General Terms Definition
Company the Company ADAMA Ltd.Adama Agricultural Solutions Ltd. a wholly-owned subsidiary of the Company
Adama Solutions
incorporated in Israel according to its laws
Anpon ADAMA Anpon ADAMA Anpon (Jiangsu) Ltd. a wholly-owned subsidiary of the Company
Board of Directors/Board The Board of Directors of the Company
Articles of Association / AOA The Articles of Association of the Company
Group the Group ADAMA The Company including all its subsidiaries unless expressly stated otherwise
ChemChina China National Chemical Co. Ltd.CNAC China National Agrochemical Co. Ltd.CSRC China Securities Regulatory Commission
SZSE Shenzhen Stock Exchange
SASAC State Assets Supervision and Administration Commission of China
Syngenta Group Co. Ltd. the controlling shareholder of the Company as of June
Syngenta Group
15 2020 a controlled subsidiary of CNAC
Sinochem Holdings Sinochem Holdings Corporation Ltd.Sinochem Holdings including all its subsidiaries unless otherwise indicated or the
Sinochem Group
context otherwise requires
Report This 2025 Annual Report
Financial Report The Financial Reports for the year 2025 as contained in this Report
Reporting Period this Period
Year 2025
Current Year
Company Law Company Law of the People’s Republic of China
Securities Law Securities Law of the People’s Republic of China
Listing Rules Listing Rules of the SZSE
5ADAMA Ltd. Annual Report 2025
Section II - Corporate Profile and Financial Results
I. Corporate Information
Stock name ADAMA A ADAMA B Stock code 000553 200553
Stock exchange Shenzhen Stock Exchange
Company name in Chinese 安道麦股份有限公司
Abbr. 安道麦
Company name in English (if any) A DAMA Ltd.Abbr. (if any) ADAMA
Legal representative Ga?l Hili
Registered address No. 93 East Beijing Road Jingzhou Hubei
Zip code 434001
Office address No. 93 East Beijing Road Jingzhou Hubei
Zip code 434001
Company website www.adama.com
Email irchina@adama.com
II. Contact Information
Securities Affairs Representative
Board Secretary
Investor Relations Manager
Name Guo Zhi Wang Zhujun
Address 6/F No.7 Office Building No.10 Courtyard Chaoyang Park South Road Chaoyang District Beijing
Tel. 010-56718110 010-56718110
Fax 010-59246173 010-59246173
E-mail irchina@adama.com irchina@adama.com
6ADAMA Ltd. Annual Report 2025
III. Information Disclosure
Website of the Stock Exchange on which the Company Discloses www.szse.cn
its Annual Report
Media and Website on which the Company Discloses its Annual China Securities Journal Securities Times
Report http://www.cninfo.com.cn
Location on which this Report is kept Securities office of the Company
IV. Company Registration and Alteration
Credibility code 91420000706962287Q
Changes in main
business activities of
None in the reporting period.the Company after
going public (if any)
The Company was reorganized as Hubei Sanonda Co. Ltd. in 1992 after being approved by
departments of Commission for Reorganization of Hubei Province. The largest shareholder of
the Company was Shashi State-Owned Assets Administration Bureau.In 1994 the original Shashi State-Owned Assets Administration Bureau and Jiangling State-
owned Assets Administration Bureau were classified as Jingsha State-Owned Assets
Administration Bureau. Therefore the shares of the Company held by Shashi State-Owned
Assets Administration Bureau and Jiangling State-Owned Assets Administration Bureau were
all held by Jingsha State-Owned Assets Administration Bureau and Jingsha State-Owned
Assets Administration Bureau became the controlling shareholder of the Company.In 1996 according to the Reply of Hubei Provincial People's Government on Authorization of
Sanonda Group Co. Ltd. Operating the State-Owned Assets (EZBH[1995] No.92) Jingsha
State-Owned Assets Administration Bureau set up Sanonda Group Co. Ltd. (renamed
Historic Changes of
“Jingzhou Sanonda Holdings Co. Ltd.”). On March 20 2005 Jingzhou State-Owned Assets
controlling shareholder
Administration Bureau and China Mingda Chemical and Mining Corporation (later renamed
(if any)
"China National Agrochemical Co. Ltd. CNAC") signed the Asset Transfer Agreement of
Sanonda Group Co. Ltd and CNAC received 100% equity of Sanonda Group Co. Ltd from
Jingzhou State-Owned Assets Administration Bureau. After the completion of the above
transfer the actual controller of the Company was changed from Jingzhou State-Owned
Assets Administration Bureau to SASAC.In July 2017 the Company received the Approval on Issuing Shares by Hubei Sanonda Co.Ltd. to China National Agrochemical Corporation for Acquiring Assets and Raising Supporting
Funds (CSRC license No. [2017]1096). CSRC approved of the Company’s issuance of
1810883039 shares to China National Agrochemical Corporation for the purchase of 100%
equity of ADAMA Solutions held by it. After the completion of the major assets restructuring
the controlling shareholder of the Company was changed from Jingzhou Sanonda Holdings
7ADAMA Ltd. Annual Report 2025
Co. Ltd. to CNAC.In June 2020 CNAC transferred 1810883039 shares of the Company held by it to Syngenta
Group free of charge and completed the registration procedures for the above transferred
shares. After the completion of the share transfer Syngenta Group has become the direct
controlling shareholder of the Company.During the reporting period the controlling shareholder of the Company did not change.V. Other Information
The Accounting Firm Engaged by the Company
Company’s Name KPMG Huazhen LLP Certified Public Accountants
Auditors
8th Floor KPMG Tower Oriental Plaza 1 East Chang An Avenue
Office address
Beijing China
Signing Certified Public Accountant Wang Jia and Wang Shan
Sponsor engaged by the Company to continuously perform its supervisory function during the Reporting Period
□ Applicable √ Not applicable
Financial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period
□ Applicable √ Not applicable
8ADAMA Ltd. Annual Report 2025
VI. Main Accounting and Financial Results
Whether the Company performed any retroactive adjustments to or restatement of its accounting data
□ Yes√ No
Unit: RMB’000
20252024+/-(%)2023
Operating revenue (RMB’000) 28944586 29488046 -1.84% 32779456
Net profit (loss) attributable to the
(1045719)(2903204)63.98%(1605887)
shareholders (RMB’000)
Net profit (loss) attributable to the
shareholders excluding non-recurring profit (1335761) (3024721) 55.84% (1851491)
and loss (RMB’000)
Net cash flows from operating activities
404869337606317.66%2617877
(RMB’000)
Basic EPS (RMB/share) (0.4488) (1.2461) 63.98% (0.6893)
Diluted EPS (RMB/share) N/A N/A N/A N/A
Weighted average return on equity (5.71%) (14.19%) 8.48 pp (7.13%)
31 Dec. 2025 31 Dec. 2024 +/- (%) 31 Dec. 2023
Total assets (RMB’000) 48463962 50059777 -3.19% 55405803
Net assets attributable to the shareholders
1757542618991094-7.45%21924475
(RMB’000)
The net income before or after deduction of non-recurring profit or loss for the last three fiscal years is negative no matter
which amount is less and the audit report for the most recent year shows that there is uncertainty about the company's
ability to continue its operation.□ Yes √ No
The less amount of the net income before and after extraordinary gain or loss is negative
√ Yes □ No
Items 2025 2024 Remarks
Sales (RMB’000) 28944586 29488046 -
Sales deductions (RMB’000) 58387 52442 -
Sales after deductions
2888619929435604-
(RMB’000)
VII. Differences in Accounting Data under Domestic and Foreign Accounting
Standards
1. Differences in the net profit and the net assets disclosed in the financial reports prepared
under Chinese and international accounting standards
□ Applicable √ Not applicable
9ADAMA Ltd. Annual Report 2025
None during the Reporting Period.
2. Differences in the net profit and the net assets disclosed in the financial reports prepared
under Chinese and foreign accounting standards
□ Applicable √ Not applicable
None during the Reporting Period.
3. Explanation on the differences in accounting data
□ Applicable √ Not applicable
VIII. Main Financial Results by Quarter
Unit: RMB’000
Q1 2025 Q2 2025 Q3 2025 Q4 2025
Operating revenue 7172735 7851465 6654225 7266161
Net profit (loss) attributable to the shareholders 151131 (231483) (342454) (622913)
Net profit (loss) attributable to the shareholders 101535 (251292) (372499) (813505)
excluding non-recurring profit and loss
Net cash flows from operating activities (206868) 1945446 635282 1674833
Any material differences between the financial indicators above or their summations and those which have been disclosed
in quarterly or semi-annual reports
□ Yes √ No
10ADAMA Ltd. Annual Report 2025
IX. Non-Recurring profit/loss
√ Applicable □ Not applicable
Unit: RMB’000
Item 2025 2024 2023 Note
Gains/losses on the disposal of non-current
assets (including the offset part of asset 16716 48108 19679
impairment provisions)
Government grants charged to the profit/loss for
the Reporting Period (except for the government
grants closely related to the regular operation of
the Company in line with national policies and in 16498 6268 20743
accordance with defined criteria and that have a
continuing impact on the Company's profit or
loss)
Custodian fees earned from entrusted operation 4266 6599 -
Recovery or reversal of provision for bad debts
760593797657422
which is assessed individually during the years
Post vesting fair value revaluation of cash-settled
13992435041959
share-based payment
Gains or losses arising from the holding or
disposal of financial assets or financial liabilities
by non-financial corporations except for effective 30714 - 123315
hedging related to the normal operating of the
Company
Mainly compensation received
Other non-operating income and expenses other
176288 44464 31747 r elated to product liability in
than the above
2025
Less: Income tax effects 44491 26248 49261
NCI (after tax) - - -
Total 290042 121517 245604
Details of other profit and loss items that meet the definition of non-recurring profit or loss.□ Applicable √ Not applicable
No such cases during the Reporting Period.Explanation of non-recurring items of profit or loss listed in "Explanatory Announcement No. 1 on Information Disclosure
for Companies Offering their Securities to the Public-Non-Recurring Profit and Loss" reclassified as recurring items of profit
or loss
□ Applicable √ Not applicable
No such cases during the Reporting Period.
11ADAMA Ltd. Annual Report 2025
Section III - Performance Discussion and Analysis
I. Main business of the Company during the Reporting PeriodThe company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.Procurement model of major raw materials
Significant
change in Average price Average price
Procurement Proportion out of total
Main raw materials the in H1 in H2
model purchase amount
settlement (RMB/Kg)* (RMB/Kg)*
method
AI Tech 34% No 41.73 50.91
Raw Materials 25% No 6.17 6.44
Co-Formulants Purchase through 8% No 15.66 16.74
Formulated Products multiple channels 19% No 28.15 29.94
Packaging 8% No 1.69 2.07
Other 7% No 0.37 0.84
* Prices in RMB are based on average exchange rates for the relevant period.Reasons for significant changes in raw material prices compared with the previous reporting period
□ Applicable √ Not applicable
Whether the Company spends more than 30% of its total production cost on energy supply
□ Applicable √ Not applicable
Reasons that there is material change to the main energy types during the reporting period
□ Applicable √ Not applicable
12ADAMA Ltd. Annual Report 2025
Production Technologies of Main Products
Stage of Production
Main Products Technologies of Main Key Technical Experts Patents R&D advantages
Products
Herbicides Industrialized production Employed by the Group Some are patent Off-patent AIs developed into
protected differentiated mixtures and
formulations in combination
with new formulation and
delivery technologies that
provide more efficient ways
to deliver the products into
the plants
Fungicides Industrialized production Employed by the Group Some are patent Off-patent AIs developed into
protected differentiated mixtures and
formulations in combination
with new formulation and
delivery technologies that
provide more efficient ways
to deliver the products into
the plants
Insecticides Industrialized production Employed by the Group Some are patent Off-patent AIs developed into
protected differentiated mixtures and
formulations in combination
with new formulation and
delivery technologies that
provide more efficient ways
to deliver the products into
the plants
Capacity of main products
Capacity Construction
Capacity Under Investment in the
Main Products Capacity Utilization (%)
(tons/year) Construction production of Main
(tons/year) Products
Herbicides 52909 74.2% 200 Ongoing
Fungicides 22304 61.2% - -
Insecticides 73876 97.1% - -
Note: Capacity figures in the above table is the synthesis capacity of the Group. In addition the Group has approximately
600000 tons of formulation capacity globally.
13ADAMA Ltd. Annual Report 2025
Products Produced in Major Chemical Industry Parks
Major Chemical Industry Parks Products
Neot Hovav Israel Plant for production of insecticides and fungicides active ingredients
as well as formulations R&D center and Non-Agro activity
Ashdod Israel Manufacturing of the herbicides’ active ingredients formulations and
Non-Agro activity as well
Anpon China Plant for the manufacturing of insecticides and herbicides active
ingredients formulations Flame Retardants and Non-Agro activity
Sanonda China Plant for the manufacturing of insecticides active ingredients as well
as number of formulations and Non-Agro activity
ADAMA Huifeng China Plant for production of Herbicides and Fungicides AIs as well as
number of formulations alongside a packaging plant
Taquari Brazil Plant for the manufacturing of active ingredients as well as number
of formulations used for the manufacturing of insecticides fungicides
and herbicides
AMP Poland Plant for the manufacturing of Herbicides active ingredients as well
as formulations
EIA approval status that is being applied or newly obtained during the reporting period
√ Applicable □ Not applicable
During the reporting period the Company and its subsidiaries received the following EIA approvals:
On May 3rd 2025 ADAMA Anpon (Jiangsu) Ltd. obtained approval from the Huai'an Municipal Bureau of Ecology andEnvironmental Protection on the Environmental Impact Assessment Report for the “Project to Adjust the Portfolio of ADAMAAnpon (Jiangsu) Ltd. for its Pesticide Formulation Production with An Annual Capacity of 35000 Tons’.On January 24th 2025 ADAMA Huifeng (Jiangsu) Ltd received approval from the Yancheng Municipal Bureau of Ecology
and Environmental Protection on the Environmental Impact Report for the ‘Technical Improvement Project for Benziothia-
zolinone with an Annual Capacity of 100 Tons of ADAMA Huifeng (Jiangsu) Ltd.’ (File [2025] No. 6 Yanhuanshen).Abnormal production suspension during the reporting period
□ Applicable √ Not applicable
Relevant approvals permits and qualifications
√ Applicable □ Not applicable
Entity in China Name of the Certificate Number Expiration
Pesticide Production Permit Pesticide Production Permit (E) 0010 August 7th 2027
Safety Production Permit （E）WH [2025] Ext. No.1139 October 19th 2028
Safety Production Permit （E）FM [2024] No.050781 July 14th 2027
Production record certificate of （E）3S42100111001
non-pharmaceutical precursor May 9th 2027
chemicals
ADAMA Ltd. Special Permit for the HW-42I0002
Manufacturing of Monitored September 28th 2027
Chemicals
National Industrial Production XK13-008-00019 of Hubei
June 5th 2028
Permit
No.（0045）for Port Operation of Jingzhou of
Port Operation Permit March 11th 2027
Hubei
Port Shoreline Use Permit No. 5 2015 for Use of Port Shoreline August 7th 2061
14ADAMA Ltd. Annual Report 2025
Entity in China Name of the Certificate Number Expiration
Water Extraction Permit C421002S2022-0022 August 12th 2030
Registration Certificate of 42102400055
December 8th 2027
Hazardous Chemicals
Pollutant Emission Permit 91420000706962287Q001P October 17 2029
Mining License C4210002010026120056108 December 9th 2029
WH No. [H00029] for Safety Production of
Safety Production Permit December 19th 2027
Jiangsu
Business License for 32080013202600013
January 29 2029
Hazardous Chemicals
No. 32080020026 for Pesticide Business of
Pesticide Business License December 26th 2029
Jiangsu
Pesticide Production Permit No. 0014 for Pesticide Production of Jiangsu December 6th 2027
Pollutant Emission Permit 91320800139433337K001P April 1st2030
ADAMA Anpon National Industrial Production XK13-010-00189 of Jiangsu
January 12th 2029
(Jiangsu) Ltd. Permit
National Industrial Production XK13-008-00007 of Jiangsu
September 23rd 2028
Permit
National Industrial Production XK13-014-00235 of Jiangsu
July 11th 2029
Permit
Mining License C3200002009096120039192 September 30th 2035
Water Extraction Permit D320812G2021-0017 December 24 2028
Water Extraction Permit D320813S2023-0002 September 28 2028
Water Extraction Permit D320812G2021-0016 December 22nd 2027
Safety Production Permit FM No. [2024]0816 of Jiangsu October 30th 2027
Business License for No. 00641 for Business of Hazardous
May 18th 2026
Hazardous Chemicals Chemicals of Jiangsu
WH No. [H00015] for Safety Production of
Safety Production Permit July 22nd 2027
Jiangsu
Maidao Branch
Pollutant Emission Permit 91320800MA1NX3QW56001P September 17 2030
of ADAMA Anpon
(Jiangsu) Ltd. Special Permit for the HW-32I0020
Manufacturing of Monitored September 1 2029
Chemicals
Special Permit for the HW-32I0020
Manufacturing of Monitored December 28 2026
Chemicals
No. 32000010715 for Pesticide Business of
Jiangsu Anpon Pesticide Business License July 21st 2029
Jiangsu
International
Business License for 32080013202600012
Trading Co. Ltd. January 29 2029
Hazardous Chemicals
Hubei Sanonda No. 42000010083 for Pesticide Business of
Pesticide Business License September 3rd 2028
Trading Co. Ltd. Hubei
ADAMA (Beijing) No. 11000010005 for Pesticide Business of
Agricultural Beijing
Technology Pesticide Business License April 11th 2028
Company
Limited
ADAMA Huifeng No. 31011420006 for Pesticide Business of
Pesticide Business License August 21st 2028
(Shanghai) Shanghai
Agricultural No. [2023]203919 of Shanghai for Business of
Business License for
Technology Co. Hazardous Chemicals July 31st 2026
Hazardous Chemicals
Ltd.
15ADAMA Ltd. Annual Report 2025
Entity in China Name of the Certificate Number Expiration
Safety Production Permit （Su）WH No. [J00138] February 10th 2027
No. 32090420577 for Pesticide Business of
Pesticide Business License January 6th 2031
Jiangsu
Pesticide Production Permit Pesticide Production Permit (Su) 0199 May 13th 2031
Registration Certificate of 32092400034
March 7th 2027
ADAMA Huifeng Hazardous Chemicals
(Jiangsu) Ltd. Pollutant Emission Permit 91320982MA1WNXWQX6001P April 13 2030（Su）3S320900220700005
Business record certificate of
non-pharmaceutical precursor February 10th 2027
chemicals
Note: For those relevant qualification certificates listed in the above table whose validity periods will expire in 2026 the
Company shall promptly apply for the extension of such qualifications in accordance with relevant provisions prior to the
expiration of their validity periods.Company focused on oil processing and trade
□ Applicable √ Not applicable
Company focused on fertilizer
□ Applicable √ Not applicable
Company focused on agrochemicals
√ Applicable □ Not applicable
Market share - As mentioned herein ADAMA is a leading company among the crop-protection companies that focus on
off-patent crop protection solutions. The Group’s global crop protection market share was approximately 6% in 2025 based
on preliminary estimation made by AgBio Investor regarding total sales in the agrochemical industry and 5% in 2024.Registration - The materials and products marketed by the Group require at various stages of their development production
and marketing registration in every country where the Company intends to market them. The Company has development
and registration centers located in Europe Israel Latin America Brazil North America India and Asia. Further the Group
has gained registration expertise in over 80 countries enables the Group to efficiently introduce new products in all major
markets and provide farmers with a comprehensive portfolio of crop protection solutions. In 2025 the Company continued
investing in the development and manufacturing of new products launched new active ingredients and new formulations
and obtained 174 new registrations. These capabilities are increasingly important as regulatory requirements continue to
increase globally.Application of Main Products
The Group is focused on the development manufacturing and commercialization of largely off-patent crop protection
products which are generally herbicides insecticides and fungicides which protect agricultural and other crops against
weeds insects and disease respectively.Herbicides - During cultivation crops are exposed to various weeds that grow in their environment and compete for water
light and nutrients. Herbicides are designed to prevent or stunt the development of such weeds to allow the cultivated crop
to develop optimally throughout the different stages of its growth and therefore to reach optimum yield. The herbicides
16ADAMA Ltd. Annual Report 2025
sold by the Company are both selective (do not affect or harm the crop itself) and non-selective. The best-selling herbicides
are those designed to protect soy corn cereals rice and cotton.Insecticides - Insecticides are designed to control various types of insects and pests in a selective manner (without harming
the crop itself). The best-selling insecticides are designed to protect fruits and vegetables corn cotton and soy.Fungicides - Fungicides are designed to combat various diseases and parasitical fungi. In general when weather
conditions in the agricultural season are dry the prevalence of crop diseases is much smaller reducing demand for such
products. Fungicides are used most frequently in crops such as cereals fruit vegetables soy grapevines and rice.Tax policies - The Group develops purchases manufactures and markets its products through many companies worldwide
and as such operates through approximately 60 subsidiaries. To the best of the Group’s knowledge it is in material
compliance with applicable tax laws.The Group has manufacturing and formulation facilities in several locations around the world principally in Israel China
and Brazil. The management appointed a dedicated task force to analyze implications of global tariff policies on the Group
and its sector and to closely monitor and manage the situation and the potential impact on the Group’s global network.Despite the uncertainty regarding changes to trade and tariff policies around the world the Company currently expects
that the impact on its operations and business results will continue to be immaterial.Company focused on chlorine alkali and caustic soda business
□ Applicable √ Not applicable
II. Industry in which the Company Operates during the Reporting PeriodThe company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.The Company is a corporation incorporated in the People's Republic of China.The Group is a global leader in crop protection engaging in the development manufacturing and commercialization of a
wide range of crop protection products that are largely off-patent. The Group provides solutions to farmers to combat
weeds insects and disease and sells its products in dozens of countries globally with direct presence in all top 20 markets.The Group's business model integrates end-customer access regulatory expertise state-of-the art global R&D production
and formulation facilities thereby providing the Group a significant competitive edge and allowing it to launch new and
differentiated products that meet local farmers and customer needs in key markets.The Group's primary operations are global spanning activities in North America Latin America Asia-Pacific (including
China) and Europe Africa and the Middle East.The Group also utilizes its expertise to adapt such products also for the development manufacturing and commercialization
of similar products for non-agricultural purposes (Consumer and Professional Solutions).In addition the Group leverages its core capabilities in the agricultural and chemical fields and operates in several other
non-agricultural areas none of which individually is material for the Group. These activities collectively reported as
Intermediates and Ingredients include primarily (a) the manufacturing and marketing of dietary supplements food colors
texture and flavor enhancers and food fortification ingredients; (b) fragrance products for the perfume cosmetics body
care and detergents industries; (c) the manufacturing of industrial products and (d) other non-material activities.Syngenta Group
17ADAMA Ltd. Annual Report 2025
As of June 2020 the Group is a member of Syngenta Group a world leader in agricultural inputs spanning crop protection
seeds fertilizers additional agricultural and digital technologies as well as an advanced distribution network in China. As
of August 2021 following the combination between ChemChina and SinoChem Group Syngenta Group and subsequently
the Group are ultimately controlled by SinoChem Holdings - parent of both ChemChina and Sinochem Group
subordinated to SASAC.For further important additional information and details please refer to the Annex.General Environment and the Effect of External Factors on the Company’s Operations
As a global leader in the crop protection industry major trends events and key developments in the Group's macro-
economic environment may materially impact the Group’s business results and development. The impact of these factors
may differ by geographic region and the different products of the Group. Since the Group offers one of the widest and most
diverse product portfolios of crop protection products and since it operates in many geographic regions the aggregate
effect of these factors in any given year and during the course thereof is not uniform and may sometimes be mitigated by
offsetting effects. The activities and results of the Group are further subject to and affected by certain global localized
and other factors such as: demographic changes; economic growth and rising standards of living; agricultural commodity
prices; significant fluctuations in raw material costs and global energy prices; development of new crop protection
technologies; patent expiries and growth in volumes of off-patent products; the global agricultural markets and volatile
weather conditions; regulatory changes; government policies; world ports international monetary policies and the financial
markets.Through 2025 channel inventory returned to pre-pandemic levels in most countries following crop protection demand
recovery. Pricing pressures remain high driven by production over-capacity of active ingredients (AI). Crop commodity
prices remain stably low while farmer profitability remains tight leading to just-in-time purchasing patterns.Geopolitical Situation
ADAMA is headquartered and has three manufacturing sites in Israel. Regional tensions escalated on October 7 2023
and more recently widened on February 28 2026. The Group’s Israeli production sites and supply chain including ports
continue to operate without significant delays. As of this publication date the events have not had nor are expected to have
material impact on the Group's ability to support its markets its ongoing activities or its consolidated financial results.III. Core Competitiveness Analysis
As a leading off-patent crop protection provider in the global crop protection market the Group believes that the following
strengths provide it with sustainable competitive advantages and the foundation to capitalize on favorable underlying
agriculture and crop protection industry trends:
* Off-patent Industry Leader. The Group’s success as one of the world’s leading off-patent companies has given it
a deep understanding of the industry and enabled it to build one of the most extensive off-patent product offerings
giving it the ability to provide efficient value-added solutions to farmers of every major crop around the world.Moreover the breadth of the Group’s product portfolio with most active ingredients individually constituting no more
than 10% of its sales in 2025 combined with its extensive geographic reach provide effective diversification and
enhanced stability. The Group strives to continue to gain market share building on its leading role in the market
farmer-centric focus and broad product portfolio. Furthermore the Group’s addressable market continues to expand
as the crop protection market globally continues to shift towards off-patent products the segment of the market on
which the Group focuses. This shift is the result of significant increases in the costs and risks of discovering and
18ADAMA Ltd. Annual Report 2025
developing novel and effective Active Ingredients (AIs) which over time has led to fewer introductions of new
molecules each year by the Company’s Research-Based Company (RBC) competitors. The Group believes that its
strength in the off-patent market provides it with a certain competitive advantage relative to RBCs as it is able with
its research technology and know-how to access off-patent crop protection products developed by all of the various
major RBCs. This allows the Group to enhance existing crop protection products and introduce unique mixtures
and formulations. In parallel the Group’s global scale registration expertise and manufacturing footprint are
competitive advantages in comparison to many of its off-patent peers.* Global Reach and Strength in Emerging Markets. The Group has an industry leading global footprint with
extensive market presence. The Group enjoys broad geographic diversification by selling in dozens of countries
with a balanced regional split as evidenced by its 2025 revenue breakdown of approximately 25% in Latin America
23% in North America 24% in Asia Pacific and 28% in the Europe Middle East and Africa (EAME). This regional
balance enhances the Group’s growth profile and provides diversification across different countries climates crops
and planting seasons. The Group has a particularly strong presence in emerging markets where growth is expected
to outpace developed markets and from which it derived more than half of its 2025 sales.* Unique Positioning and Access to China. The Group believes that the foundation provided by the integration of
Adama Solutions with the operational and commercial infrastructure of the Company in China together with its
unique relationship with its ultimate controlling shareholder Sinochem Holdings provides it with a clear advantage
in penetrating the Chinese market one of the largest and fastest growing agricultural markets in the world. The
Group is one of the only global crop protection providers with a significant integrated commercial and operational
infrastructure within China. The Group intends to leverage this infrastructure to pursue a leading position in the
Chinese crop protection market and capitalize on the growing importance of high-quality global brands in China.With its activities in China also forming part of Syngenta Group China the Group believes it is uniquely positioned
to capitalize on the trend toward consolidation within the high-growth highly fragmented Chinese crop protection
market. In addition to helping it become a leader in the Chinese crop protection market the integration of the
Company’s China-based manufacturing facilities into the Group’s global manufacturing operations provides it with
the ability to more effectively develop and commercialize advanced differentiated products as well as benefit from
improved cost positions in key molecules enhance the optimization of its global supply chain over time drive greater
efficiency throughout the organization and secure both revenue growth as well as increased profitability.* Collaborations with members of the Syngenta Group. The Group is working together with the other companies
within the Syngenta Group to create value for itself and the Syngenta Group through increasing the Group’s sales
reducing costs and improving processes. Such efforts include various collaboration initiatives for the sale and
distribution of finished products raw materials supply and procurement logistics and supply chain as well as in the
R&D and products’ registration fields in order to reduce costs to improve processes and to increase the Company’s
sales. Such collaborations have and are expected to continue to generate meaningful additional benefits for the
Company as well as Syngenta Group.* Vertically Integrated Business with Global Scale. The Group is one of the few off-patent crop protection providers
that is active across virtually the entire value chain from worldwide marketing sales and distribution to registration
production and R&D. As a result the Group is able to efficiently manage its product portfolio and operations in
response to the dynamic needs of farmers changing weather conditions government policies and regulations and
capture value at each point in the value chain. Approximately 85% of the Group’s products are synthesized and/or
formulated or both in its world-class well-invested facilities across the globe. Having deep knowledge expertise
and experience in all aspects of the development process integrated chemical synthesis and formulation production
and control over the entire supply chain provides the Group with cost and control advantages and the agility to
19ADAMA Ltd. Annual Report 2025
address market challenges and capture value. Further its global registration network providing local registration
expertise in over 80 countries enables the Group to efficiently introduce new products in all major markets and
provide farmers with a comprehensive portfolio of crop protection solutions. In 2025 the Company continued
investing in the development and manufacturing of new products launched new active ingredients and new
formulations and obtained 174 new registrations. These capabilities are increasingly important as regulatory
requirements continue to increase globally. The Group’s sales and marketing infrastructure is characterized by its
local sales forces in each of its strategic markets who build strong relationships with local distributors and with the
end users the farmers to better understand their needs. This drives demand at the wholesale retail and farmer
level and provides the Group with valuable market insight and understanding.* Extensive Differentiated Offering. The Group offers farmers a hybrid portfolio of increasingly differentiated
products and solutions that are tailored to the specific needs of each geographic region and each type of crop. The
Group utilizes an integrated solutions-based approach to its entire offering in order to meet the unique demands of
its global customer base. The Group strives to offer farmers a branded portfolio that is comprised of both high-value
differentiated products as well as high-volume off-patent products alongside an increasing number of unique
mixtures and formulations and novel innovative products and services aimed to provide solutions to farmers in
nearly every region and for all major crops. The Group’s extensive agro portfolio is composed of over 300 centrally
managed AIs and over 1300 different mixtures and formulations for end users. In 2025 45% agro sales (excluding
technical sales) were from differentiated portfolio.* Experienced and Empowered Management Team. With a deep understanding of the crop protection industry and
firm focus on sustaining the Group’s leadership and financial strength its management team is a cohesive and
integrated team that has the knowledge skills and experience required to guide the Group on its path to achieving
its ambition of global leadership. The Group believes in empowering its teams and creating leaders from its
strongest performers with the result that its management team is composed of the people who have successfully
managed its business and developed and executed its strategy over the last few years continuing its track record
of consistent profitable growth.IV. Main Business Analysis
1. Overview
For general crop protection market environment please refer to II. Industry in which the Company Operates during the
Reporting Period of Section III above.Fourth Quarter Same period of last year as
Item of the Reporting Period previously reported +/-%
(000’RMB) (000’RMB)
Revenues 7266161 7964753 -8.8%
Gross Profits 1949264 1963974 -0.8%
Gross margin 26.8% 24.7% -
Pre-Tax Profits (loss) (282152) (681698) 58.6%
Pre-tax profit (loss)
(3.9%)(8.6%)-
margin
Net income (loss) (622913) (1065092) 41.5%
Net income (loss)
(8.6%)(13.4%)-
margin
EBITDA 973177 836769 16.3%
EBITDA margin 13.4% 10.5% -
20ADAMA Ltd. Annual Report 2025
Fourth Quarter Same period of last year as
Item of the Reporting Period previously reported +/-%
(000’USD) (000’USD)
Revenues 1026347 1113048 -7.8%
Gross Profits 275360 274446 0.3%
Gross margin 26.8% 24.7% -
Pre-Tax Profits (loss) (39847) (95282) 58.2%
Pre-tax profit margin (3.9%) (8.6%) -
Net income (loss) (87980) (148862) 40.9%
Net income (loss)
(8.6%)(13.4%)-
margin
EBITDA 137489 116919 17.6%
EBITDA margin 13.4% 10.5% -
Same period of last year as
Reporting Period
Item previously reported +/-%
(000’RMB)
(000’RMB)
Revenues 28944586 29488046 -1.8%
Gross Profits 7622733 6739121 13.1%
Gross margin 26.3% 22.9% -
Pre-Tax Profits (loss) (699598) (2124302) 67.1%
Pre-tax profit margin (2.4%) (7.2%) -
Net income (loss) (1045719) (2903204) 64.0%
Net income (loss)
(3.6%)(9.8%)-
margin
EBITDA 3679281 2627349 40.0%
EBITDA margin 12.7% 8.9% -
Same period of last year as
Reporting Period
Item previously reported +/-%
(000’USD)
(000’USD)
Revenues 4051089 4140993 -2.2%
Gross Profits 1066931 946260 12.8%
Gross margin 26.3% 22.9% -
Pre-Tax Profits (loss) (98154) (298155) 67.1%
Pre-tax profit margin (2.4%) (7.2%) -
Net income (loss) (147088) (407378) 63.9%
Net income (loss)
(3.6%)(9.8%)-
margin
EBITDA 515015 368872 39.6%
EBITDA margin 12.7% 8.9% -
Note: Since the functional currency of main overseas subsidiaries is the USD and the Company’s management review of
the Company’s performance is based on the USD results following explanations and analysis are based on USD-
denominated numbers.
2. Revenues and costs
Revenues
Revenues in the fourth quarter declined by approximately 8% (-9% in RMB; -10% in CER) compared to the fourth quarter
21ADAMA Ltd. Annual Report 2025
of 2024 to $1026 million reflecting decreases of 8% in volumes and 2% in prices partially offset by positive foreign
exchange impacts. In the fourth quarter lower volumes were recorded mainly reflecting the Company’s strategic decisions
to pivot away from selling some basic chemical products as well as phasing and the channel’s just-in-time purchasing
patterns. Prices remained weak in most regions mainly due to low prices of active ingredients in light of overcapacity as
well as low commodity prices which put pressure on farmers.Revenues for the full year were $4051 million a decline of approximately 2% (-2% in RMB; -2% in CER) compared to the
full year of 2024 reflecting a decrease of 2% in prices attributable to the reasons stated above. Volumes in the full year
were stable as demand recovery due to inventory improvement in several regions was offset by the impacts of extreme
weather conditions in some key countries the Company’s strategic decisions to optimize its portfolio and geographical
presence and reduce selling some basic chemical products and significant declines in Turkey in Q1.
(1) Operating revenues
Unit: RMB’000
20252024
Ratio of the Ratio of the
YoY +/-%
Amount operating Amount operating
revenue revenue
Total operating revenue 28944586 100% 29488046 100% -1.8%
Classified by industries
Manufacture of chemical raw materials
28944586100%29488046100%-1.8%
and chemical products
Classified by products
Herbicides 12218900 42.2% 11727867 39.8% 4.2%
Fungicides 6088328 21.0% 6302156 21.4% -3.4%
Insecticides 8342439 28.8% 8772013 29.7% -4.9%
Ingredients and Intermediates (Formerly
22949197.9%26860109.1%-14.6%
referred to as non-Agro)
Classified by regions
Europe Africa & Middle East (EAME) 8124365 28.1% 8310285 28.2% -2.2%
North America 6727577 23.2% 6059617 20.5% 11.0%
Latin America 7177085 24.8% 7375759 25.0% -2.7%
Asia-Pacific 6915559 23.9% 7742385 26.3% -10.7%
Classified by Sales Channel
Direct Sales 964772 3.3% 1022720 3.5% -5.7%
Dealership 25684895 88.7% 25779316 87.4% -0.4%
Others 2294919 7.9% 2686010 9.1% -14.6%
22ADAMA Ltd. Annual Report 2025
Unit: USD’000
20252024
Ratio of the Ratio of the
YoY +/-%
Amount operating Amount operating
revenue revenue
Total operating revenue 4051089 100% 4140992 100% -2.2%
Classified by industries
Manufacture of chemical raw materials
4051089100%4140992100%-2.2%
and chemical products
Classified by products
Herbicides 1709809 42.2% 1649106 39.8% 3.7%
Fungicides 852217 21.0% 886053 21.4% -3.8%
Insecticides 1168123 28.8% 1233315 29.8% -5.3%
Ingredients and Intermediates (Non-Agro) 320940 7.9% 372518 9.0% -13.8%
Classified by regions
Europe Africa & Middle East (EAME) 1136146 28.0% 1167493 28.2% -2.7%
North America 941797 23.2% 850627 20.5% 10.7%
Latin America 1006181 24.8% 1035195 25.0% -2.8%
Asia-Pacific 966965 23.9% 1087677 26.3% -11.1%
Classified by Sales Channel
Direct Sales 135030 3.3% 143620 3.5% -6.0%
Dealership 3595119 88.7% 3624854 87.5% -0.8%
Others 320940 7.9% 372518 9.0% -13.8%
Notes: (1) the sales split per product category is provided for convenience purposes only and is not representative of the
way the Company is managed or in which it makes its operational decisions; (2) The discrepancies between the ‘ratio of
the operating revenue’ in RMB and USD detailed in the tables above derive mainly from exchange rates recorded at the
end of each quarter.
23ADAMA Ltd. Annual Report 2025
Regional Performance Review
Europe Africa & Middle East (EAME): Volumes decreased in the fourth quarter compared to Q4’24 mainly due to the
impacts of phasing and just-in-time purchasing by customers in Europe though prices stabilized. For the year significant
Q1 declines in Turkey impacted results. Excluding Turkey volumes increased. Intense competition and farmer pressures
continued. Foreign exchange rates had positive impact.North America: In the North America Ag market volumes were up on the year with new product launch of CAZADOTM
well received by the market. Prices were slightly higher both for Q4 and the full year while Q4 volumes were stable as
demand adjusted to just-in-time purchasing. Consumer & Professional Solutions experienced increased volumes fol-
lowing improved market penetration and flat prices for both the fourth quarter and full year.Latin America: Brazil experienced lower volumes and prices in Q4 compared to Q4’24 due to phasing and climate effects.However revenues were up for the full year on the back of higher volumes in light of demand improvement and supported
by new product introductions such as APRESA though partially offset by lower prices. In the rest of LATAM lower
volumes prices and revenues were reported for the year particularly in Argentina and Mexico as distributors focused on
working capital and inventory discipline in light of high interest rates. However fourth quarter volumes improved compared
to Q4’24 as the channel adapted to just-in-time purchasing.Asia-Pacific: In China sales in Q4 and the full year declined primarily as the Company decided to pivot away from
manufacturing some basic chemicals (non-ag business). In Q4 the decline was also due to phasing of customized AI
products. For the full year the decline was partially compensated by higher AI sales mainly due to the expansion of new
distribution channels while branded formulations still faced market and product competition. India experienced significant
declines throughout the year primarily due to lower volumes driven by extreme weather conditions. Similarly the rest of
APAC (excluding India and China) experienced lower sales and volumes on the year mainly attributable to unfavorable
weather conditions in Australia.Overseas sales exceeded 30% of total sales during the reporting period
√ Applicable □ Not applicable
(2) List of the industries products regions and distribution models exceed 10% of the operating
revenues or operating profits of the Company
√ Applicable □ Not applicableThe company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.Unit: RMB’000
YoY
YoY YoY
Gross increase/decreas
Operating Cost of increase/decrease increase/decre
Margin e of the
revenues goods sold of the cost of ase of the
(%) operating
goods sold gross margin
revenues
Classified by industries
Manufacturing
chemical raw
28944586 21321853 26.3% -1.8% -6.3% 3.5 pp
materials and
chemical products
Classified by Products
Crop Protection 26649667 19491496 26.9% -0.6% -5.4% 3.7 pp
24ADAMA Ltd. Annual Report 2025
Ingredients and
2294919 1830357 20.2% -14.6% -15.0% 0.5 pp
Intermediates
In the event that the statistical manner of the Company's main business data is adjusted during the reporting period the
Company's main business data for the most recent year adjusted to the manner at the end of the reporting period
□ Applicable √ Not applicable
Production Sales Sales Pricing Trend during Reasons to change
Volume Volume (RMB’000) reporting period
(Ton) (Ton)
Raw materials prices
decreased combined
with high inventory level
Crop Protection 391544 672070 26649667 YoY down
in the channel in some
markets and "wait and
see approach"
Raw materials prices
Ingredients and decreased combined
368813 1459480 2294919 YoY down
Intermediates with low demand in the
market
Whether the Company generates more than 10% revenue or net profit from its overseas business against the audited
annual revenue and net profit for the most recent accounting year
√ Applicable □ Not applicable
Overseas Business How it operates in foreign Whether the tax policy measures it takes during
markets influences the business the reporting period
overseas
The Group develops No material influence exists. The Group’s services or
purchases manufactures and products are priced based on
markets its products through transfer pricing studies
many companies worldwide. conducted to reflect the
As such the Group operates market price that would have
through approximately 60 been determined for these
subsidiaries with each of the services or products were
Adama Solutions Group companies being they to be provided to non-
independent and fulfilling a group members. Such
different role and making a transfer prices are reviewed
different contribution to the on a quarterly basis.Group's operations and
being assessed according to
the tax laws in their specific
localities.
(3) Whether the Company’s revenue from sale of goods exceed the revenue from services
√ Yes □ No
25ADAMA Ltd. Annual Report 2025
Industries Items Units 2025 2024 YoY +/-%
Sales volume Ton 672070 644420 4.0%
Crop Protection Production Ton 391544 389939 0.4%
Inventory Ton 121783 135434 -10.1%
Reasons for any over -30% YoY movement of the data above:
□ Applicable √ Not applicable
(4) Execution of the significant sales and procurement contracts signed by the Company up to
the Reporting Period
□ Applicable √ Not applicable
(5) Composition of Operating Costs
Category of the industries
Unit: RMB’000
20252024
Industries Items Ratio of the Ratio of the YoY +/-%
Amount Amount
operating costs operating costs
Industry of Cost of
manufacturing chemical materials
1565370173.4%1568700669.0%-0.2%
raw materials and (procurement
chemical products costs)
Industry of
manufacturing chemical
Labor cost 1213793 5.7% 1183085 5.2% 2.6%
raw materials and
chemical products
Industry of
manufacturing chemical Depreciation
8889204.2%8467983.7%5.0%
raw materials and expense
chemical products
Explanations:
Over the full-year period the operating cost declined to RMB21.3 billion compared with RMB22.7 billion in 2024. The
decline mainly reflected the positive impacts of lower costs due to improved operational efficiency lower costs of inventory
sold and lower cleanup and remediation costs for plants in Israel. Attributed to the improvement of costs which more than
compensated for lower volumes and prices the Company saw higher gross profits and its margin for the full year.
(6) Has the consolidated scope changed during the Reporting Period
□ Yes √ No
26ADAMA Ltd. Annual Report 2025
(7) List of significant changes or adjustment of the industries products or services of the
Company during the reporting period
□ Applicable √ Not applicable
(8) List of major trade debtors and major suppliers
List of the major trade debtors of the Company
Total sales to top 5 customers (RMB’000) 2689324
Ratio of total sales to top 5 customers to annual total sales 9.44%
Ratio of total sales to related parties (within top 5 customers) to annual total sales 2.44%
Information of the Top 5 Customers
Customers Sales Amount Ratio of the sales to this customer to
(RMB’000) the annual total sales
1 A 725886 2.55%
2 B 693560 2.44%
3 C 479733 1.68%
4 D 401108 1.41%
5 E 389037 1.37%
Aggregated 2689324 9.44%
Notes of other situation of the major customers
□ Applicable √ Not applicable
List of the major suppliers of the Company
Total purchase from top 5 suppliers (RMB’000) 2475207
Ratio of total purchase from top 5 suppliers to annual total purchase 16.73%
Ratio of total purchase from related parties (within top 5 suppliers) to annual total purchase 6.16%
Information of the Top 5 Suppliers
Suppliers Purchase Amount Ratio to the annual total sales
(RMB’000)
1 A 911055 6.16%
2 B 427688 2.89%
3 C 382941 2.59%
4 D 380539 2.57%
5 E 372984 2.52%
Aggregated 2475207 16.73%
27ADAMA Ltd. Annual Report 2025
Notes of the other situation of the major suppliers
□ Applicable √ Not applicable
Sales from trading activities constitutes over 10% of the total sales
□ Yes √ No □ Not applicable
3. Expenses
In RMB ’000 In USD ’000
2025 2024 YoY +/-% 2025 2024 YoY +/-%
Sales and Marketing expenses 3986175 4400770 -9.42% 558046 618169 -9.73%
General and Administrative expenses 1473980 1185443 24.34% 206349 166418 23.99%
R&D expenses 424700 416327 2.01% 59457 58480 1.67%
Financial expenses 2232695 1769830 26.15% 312599 248431 25.83%
Profit or (Loss) from Changes of Fair
219486(46074)576.38%30901(6699)561.28%
Value
Total Net Financial Expenses 2013209 1815904 10.87% 281698 255130 10.41%
Tax expenses 346121 778902 -55.56% 48934 109223 -55.20%
Explanations for the change of above expenses:
Note: As noted above and since functional currency of main overseas subsidiaries is the USD and the Company’s
management review of the Company’s performance is based on the USD results following explanations and analysis are
based on USD-denominated numbers.
(1) Sales and Marketing Expenses
In 2025 the Company continued to undertake tight OPEX management measures. Sales and marketing expenses declined
mainly due to lower restructuring costs and the positive impacts of the Fight Forward transformation plan on people costs;
while in 2024 an one-off expense was recorded for settlement of a legal claim related to product liability.In addition to that for both 2025 and 2024 the Company continued recording following changes in its sales and marketing
expenses at a similar amount which incurred due to mergers and acquisitions in recent years mainly: (i) non-cash
amortization charges in respect of Transfer Assets received and written-up related to the 2017 ChemChina-Syngenta
acquisition and (ii) charges related to the non-cash amortization of intangible assets created as part of the Purchase Price
Allocation (PPA) on acquisitions with no impact on the ongoing performance of the companies acquired.Non-operational charges including those related to implementation of the Fight Forward plan affected the Company’s
reported sales and marketing expenses amounting to RMB148 million ($21 million) in 2025 compared to RMB657 million
($92 million) in 2024. For details of the non-operational charges please refer to the Annex to the Report.
(2) General and Administrative Expenses
In 2025 general and administrative expenses increased mainly due to: (1) higher restructuring and advisory costs recorded
as part of the Fight Forward plan and (2) an increase in company performance-based employee compensation.Non-operational charges including those related to implementation of the Fight Forward plan affected the Company’s
reported general and administrative expenses amounting to RMB365 million ($51 million) in 2025 compared to RMB191
million ($27 million) in 2024. For details of the non-operational charges please refer to the Annex to the Report.
28ADAMA Ltd. Annual Report 2025
(3) R&D Expenses
In 2025 the Company continued to strengthen its pipeline for future new launches in the Value Innovation segments while
prioritizing investments in line with the optimization of the Company's portfolio.
(4) Financial Expenses:
“Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreign
exchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out any hedging.The impact of Financial Expenses (before hedging) is RMB2233 million ($313 million) for 2025 compared to RMB1770
million ($248 million) for 2024.Given the global nature of its operational activities and the composition of its assets and liabilities the Company in the
ordinary course of its business uses foreign currency derivatives (forwards and options) to hedge the cash flow risks
associated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations. The
“Gains/Losses from Changes in Fair Value” recorded mainly the hedging impacts. “Gains/Losses from Changes in FairValue” amounted to a net gain of RMB219 million ($31 million) in 2025 compared to a net loss of RMB 46 million ($7 million)
in 2024.The aggregate of Financial Expenses and Gains/Losses from Changes in Fair Value (hereinafter as “Total Net FinancialExpenses”) which more comprehensively reflects the financial expenses of the Company in supporting its main business
and protecting its monetary assets/liabilities amounted to RMB2013 million ($282 million) in 2025 compared to RMB 1816
million ($255 million) in 2024.Total Net Financial Expenses increased for the full year mainly due to the impacts of revaluation of the put options attributed
to minority stakes in controlled subsidiaries which were an expense in 2025 and an income in 2024. Excluding this impact
Total Net Financial Expenses were lower in the full year primarily positively impacted by a bond buyback by a fully-controlled
subsidiary that was executed in late Q2 and the lower hedging costs related to the Israeli Shekel and lower exposure to
the Turkish Lira.
(5) Income Tax expenses:
The Company recorded tax expenses despite the losses before taxes mainly due to losses incurred by subsidiaries for
which no deferred tax asset was created. On the other hand the subsidiaries that generated profit have a higher tax rate.The tax expenses in the full year of 2025 are lower compared to the full year of 2024 due to (1) lower losses (improved
profit allocation) in subsidiaries that did not create deferred tax assets; (2) tax income raised by the accounting method of
calculation of tax assets related to unrealized profits; and (3) foreign exchange impact of the stronger BRL in 2025
compared with tax expenses due to the weakness of the BRL in the full year of 2024.
29ADAMA Ltd. Annual Report 2025
4. R&D Investment
√ Applicable □ Not applicable
Expected Impact on
Name of Major Objectives the Future
Purpose Progress
R&D Projects to be Achieved Development of the
Company
AI Production to To increase the
achieve pipeline Company’s pipeline
Fungicide project A increase and Commercial Phase Process improvement and expand future
resistance portfolio
management
AI Production of a To expand the
fungicide for broad Process improvement Company’s future
Fungicide project B Early commercial
spectrum disease portfolio
control
AI Production of a To expand the
Herbicide project C selective broad Early commercial Process improvement Company’s future
spectrum herbicide portfolio
AI Production of a To expand the
Insecticide project D broad spectrum Commercial Phase Process improvement Company’s future
insecticide portfolio
AI Production for cross To expand the
Insecticide project E spectrum insect control In launch phase Tech Transfer Company’s future
portfolio
R&D Personnel
2025 2024 Change (%)
R&D Headcount 242 245 -1%
Ratio to the Total Headcount 3.33% 4.69% -29%
Composition of Educational Background —— ——
B.A. 27 13 108%
M.A. 17 23 -26%
Doctor 6 6 0%
College 3 4 -25%
Composition of Age —— ——
Under 30 Years Old 2 5 -60%
30 to 40 Years Old 33 27 22%
Over 40 Years Old 18 14 29%
Note: The figures under “Composition of Educational Background” and “Composition of Age” represent those of the
Company and the domestic subsidiaries held by it and do not cover the Group’s overseas R&D employees.R&D Investment of the Company
2025 2024 Change
R&D Investment (RMB’000) 913597 895571 2.01%
30ADAMA Ltd. Annual Report 2025
2025 2024 Change
Ratio of R&D investment to operating income 3.16% 3.04% 0.12 pp
Amount of capitalized R&D investment (RMB’000) - - -
Ratio of capitalized R&D investment to total R&D investment - - -
Note: The R&D investment included the R&D expenses incurred in the profit & loss and additions of registrations in the
intangible assets during the year.Reasons for and effects of significant changes to the composition of the Company's R&D personnel
□ Applicable √ Not applicable
Reason of notable changes over the last year in the ratio of total R&D investment amount to operating income
□ Applicable√ Not applicable
Reason of notable change in the ratio of R&D investment capitalization and its reasonable explanation
□ Applicable √ Not applicable
5. Cash flow
Unit: RMB’000
Item 2025 2024 YoY +/-%
Subtotal of cash inflows from operating activities 29975970 28026464 6.96%
Subtotal of cash outflows from operating activities 25927277 24265833 6.85%
Net cash flows from operating activities 4048693 3760631 7.66%
Subtotal of cash inflows from investing activities 186154 395084 -52.88%
Subtotal of cash outflows from investing activities 1394657 1549151 -9.97%
Net cash flows from investing activities (1208503) (1154067) 4.72%
Subtotal of cash inflows from financing activities 4337454 2525755 71.73%
Subtotal of cash outflows from financing activities 7347179 6484944 13.30%
Net cash flows from financing activities (3009725) (3959189) -23.98%
Net decrease in cash and cash equivalents (230637) (1273395) -81.89%
Notes of the major effects on the YoY significant changes occurred of the data above
√ Applicable □ Not applicable
Cash flow from Operating Activities: The higher operating cash flow generated in the full year was mainly due to
improvement in collections which offset higher outflow reflecting increased procurement payments.Cash flow from Investing Activities: In the full year the Company strengthened execution of its strategic decision to
prioritize the most critical investments in infrastructure while optimizing existing assets to enable new growth projects. The
decline in cash used in investing activities was more than offset by the payment for earn-out of AgriNova a controlled
subsidiary in Q2 2025 while in Q3 2024 the Company received proceeds from the sale of a real estate asset.Cash flow from Financing Activities: The cash used in financing activities in 2025 reflected mainly the execution of a
buyback plan of Solutions' bonds.
31ADAMA Ltd. Annual Report 2025
Notes to the reason of the significant differences between the net cash flow from the operating activities and the net profits
of the Company during the Reporting Period
√ Applicable □ Not applicable
The main reasons that the Group reported a net loss in 2025 but recorded improvement of operating cash flow are that the
reported net loss included certain non-cash non-recurring items such as amortization asset impairment expenses arising
from revaluation of put options held by non-controlling shareholders of subsidiaries and deferred tax items. Meanwhile
the Group’s operating profits improved year-on-year together with better collections droving increase in net cash inflows
from operating activities.V. Analysis of the non-core business
√ Applicable □ Not applicable
Unit: RMB’000
Amount % of total loss Explanation Recurrence
Investment income 11963 (1.71%) No
Mainly foreign currency effect on
financial assets and liabilities
Gain/loss from change of FV 219486 (31.37%) No
(refer to explanation to Financial
expenses above).Please refer to the Announcement
on Asset Impairment
Impairment of asset 432930 61.88% No
(Announcement No. 2026-3)
disclosed on www.cninfo.com.cn
Please refer to the Announcement
on Asset Impairment
Credit impairment loss 115546 16.52% No
(Announcement No. 2026-3)
disclosed on www.cninfo.com.cn
Gain from disposal of assets 16716 (2.39%) No
Mainly an one-off compensation
Non-operating income 239224 (34.19%) received related to product No
liabilities.Non-operating loss 41456 5.93% No
VI. List and Analysis of the assets and liabilities
1. List of significant changes of assets
Unit: RMB’000
As at 31 Dec. 2025 As at 31 Dec. 2024
%
Item % of total % of total Explanation for any major change
Amount Amount change
assets assets
Cash at bank and
3450300 7.12% 3630608 7.25% -0.13 pp
on hand
Accounts
7124736 14.70% 7977830 15.94% -1.24 pp Intensive collections
receivable
Increased procurement in preparation to
Inventories 11607842 23.95% 11164663 22.30% 1.65 pp
capture opportunities in the market
Investment 18869 0.04% 20509 0.04% 0.00 pp
32ADAMA Ltd. Annual Report 2025
As at 31 Dec. 2025 As at 31 Dec. 2024
%
Item % of total % of total Explanation for any major change
Amount Amount change
assets assets
property
Long term equity
39312 0.08% 30227 0.06% 0.02 pp
investments
Transferred from CIP projects as well as
Fixed assets 10073551 20.79% 9762895 19.50% 1.29 pp impact from impairments made related to
improvement of operational efficiency
Construction in
897175 1.85% 1996892 3.99% -2.14 pp Transferred to fixed assets
progress
Rights of use
661443 1.36% 557159 1.11% 0.25 pp
assets
Short-term loans 6673792 13.77% 4748720 9.49% 4.28 pp Debt replacement
Contract
1789490 3.69% 1810764 3.62% 0.07 pp
Liabilities
Long-term loans 1507514 3.11% 2166625 4.33% -1.22 pp Repaid loans
Lease liabilities 751226 1.55% 610415 1.22% 0.33 pp
Oversea assets account for a higher proportion
√ Applicable □ Not Applicable
Proporti
Control on of
Signif
Specific Scale measures Net Profit oversea
Operation icant
contents (Amount) of Locati to of the s assets
Reason /Manageme impai
of the the assets on guarantee assets out of
nt mode rment
assets (RMB’000) safety of (RMB’000) total net
risk
the assets assets
(%)
Acquired
Equity through
Israel
investmen Major Corporate Corporate
14437696 and (856138) 82% No
t in Adama Assets Governance Governance
globally
Solutions Restruct
uring
Other explanations N/A
2. Assets and liabilities measured at fair value
√ Applicable □ Not applicable
Unit: RMB’000
Fair value Fair value
Opening change change Other
Item Purchase Sale Closing
balance recognized in recognized in change
balance
P&L equity
Financial assets
1. Financial assets
measured at FVTPL
1035--188--1223
(excluding derivative
financial assets)
2. Derivative financial
48382235842(16714)798742(845415)(6898)449379
assets
3. Other equity 131473 - - - - (1677) 129796
33ADAMA Ltd. Annual Report 2025
Fair value Fair value
Opening change change Other
Item Purchase Sale Closing
balance recognized in recognized in change
balance
P&L equity
Financial assets
investments
Total financial assets 616330 35842 (16714) 798930 (845415) (8575) 580398
Others 205059 (32497) - 5985 (119981) - 58566
Total of above 821389 3345 (16714) 804915 (965396) (8575) 638964
Financial liabilities 278580 (88999) - - - - 1 89581
Significant changes in the measurement attributes of the main assets in the Reporting Period
□ Yes √ No
3. Restriction / limitation on asset rights
At the end of the Reporting Period restricted assets included Company’s bank balance of RMB 96974000 as cash deposit
for bills receivable; and other non-current assets of RMB 152033000 as deposit for legal suits.VII. List and Analysis of the investment
1. Overall condition
√ Applicable □ Not applicable
Investment during the Reporting Investment during the Same +/-% YoY
Period (RMB'000) Period Last Year (RMB'000)
2142602621434700-0.04%
2. List of the significant equity investment during the Reporting Period
□ Applicable √ Not Applicable
3. List of the significant non-equity investments executed during the Reporting Period
□ Applicable √ Not applicable
Construction projects that were still in progress by the end of reporting period and were with contract value over RMB
200 million
□ Yes □ No √ Not applicable
4. Investment on the financial assets
(1) List investments in securities
□ Applicable √ Not applicable
No such investments were executed during the Reporting Period.
34ADAMA Ltd. Annual Report 2025
(2) Investment in derivative financial instruments
√ Applicable □ Not applicable
(1) Investment in Derivative Financial Instruments for Hedging during the Reporting Period
√ Applicable □ Not Applicable
Unit: 000 RMB
Profit/loss on fair Percentage of
Initial Cumulative fair
Opening value changes in Purchased in the Sold in the Closing investment amount
Investment Type investment value changes
Balance the Reporting Reporting Period Reporting Period Balance divided by net asset at
amount charged to equity
Period end of the period
Option 2029357 2029357 18726 20058 3760408 2029357 3760408 21.40%
Forward 19405343 19405343 106115 113662 17665618 19405343 17665618 100.51%
Total 21434700 21434700 124841 133720 21426026 21434700 21426026 121.91%
Explanation of accounting pol- Please refer to Section VIII of this Report note III. 32.1 for the disclosure of the accounting policies for hedging. There is no change in the accounting poli-
icies and principles for hedg- cies for hedging during the reporting period.ing and any significant
changes compared with last
reporting period
Explanations about gain/loss The gain is mainly in the evaluation of 12.5% in ILS
during the Reporting Period
Explanations for hedging ef- The Group has effectively mitigated the impact from the exchange rate fluctuations during the year.fect
Source of fund for the invest- Internal.ment
The aforesaid refers to short term hedging currency transactions made with banks.The risks that derivative hedging business may have include market risks credit risks of default by customers liquidity risks risks of contract fulfillment and
Risk and control analysis for
legal risks. For detailed information please refer to the Announcement on Expected Derivatives Transactions for Hedging (Announcement No. 14) disclosed
the Reporting Period (includ-
by the Company on March 14th 2025.ing but not limited to market
The actions taken in order to further reduce risks are:
risk liquidity risk credit risk
* The relevant subsidiaries have specific guidelines under the Group’s policy which were approved by the subsidiaries' financial statements committee
operational risk legal risk
of the board which specifies inter alia the hedging policy the persons that have the authorization to deal with hedging the tools ranges etc. The only
etc.)
subsidiary that has hedging positions in the Group in the period was ADAMA Solutions and its subsidiaries.* The relevant subsidiaries apply management designed procedures and controls which among other things monitor the working process and the
35ADAMA Ltd. Annual Report 2025
controls of the hedging transactions and are quarterly reviewed and annually audited.* The controllers of the relevant subsidiaries are involved in the process and are monitoring the hedging accounting treatment.* Every 2-3 years the internal audit of the relevant subsidiaries’ department is auditing the entire procedure.Market price or fair value The aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks.change of investments during Segregation of duties as follows:
the Reporting Period. For the fair value evaluation the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant transac-
Specific methodology and as- tions are simple (Options and forwards) for short terms. For fair value methodology see Section X of this Report note IX. Fair Value. The exchange rates are
sumptions should be dis- provided by the accounting department of the relevant subsidiary and all other parameters are provided by the experts.closed in the analysis of fair
value of the investments
Litigation-related situations (if N/A
applicable)
Date of disclosure of Board March 14th 2025
approval (if any)
Date of disclosure of Share- April 8th 2025
holders’ approval (if any)
Independent Directors’ opinion The derivative investments carried by the Company are for hedging and narrowing down the risk of market fluctuations. The investments respond to the
on the investment in derivative Company’s routine business demands and are in accordance with the relevant laws and regulations. Additionally the Company has adopted Currency Risk
financial instruments and re- Hedging Policy to strengthen the risk management and control which benefit the Company’s ability to protect against market risk. The derivative investments
lated risk controls do not harm the interests of the Company and its shareholders.
36ADAMA Ltd. Annual Report 2025The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen-zhen Stock Exchange: No. 3 - Disclosure of Industry Information”.The derivative transactions carried out by the Group were mainly through options and forward in order to mitigate the
currency exposure and the fluctuation in Israeli CPI. For more details please refer to the section above.
(2) Investment in Derivative Financial Instruments for Speculation during the Reporting Pe-
riod
□ Applicable √ Not Applicable
No such situation occurred during the Reporting Period.VIII. Sale of significant assets and equities
1. Sale of significant assets
□ Applicable √ Not applicable
No selling of significant assets occurred during the reporting period.
2. Sale of significant equities
□ Applicable √ Not applicable
IX. Analysis of major controlling and stock-participating companies
√ Applicable □ Not applicable
List of stock-participating companies responsible for over 10% of the net profits of the Company:
Unit: RMB’000
Operating
Name Type Registered Total Operating Net profit Main services Net assets profit
capital assets revenues (loss)
(loss)
Development
manufacturing and
marketing of
agrochemicals
intermediate
Adama
Subsidiary materials for other 720085 40338058 11636482 26175243 (843869) (999773)
Solutions
industries food
additives and
synthetic aromatic
products mainly for
export.Subsidiaries acquired or disposed during the Reporting Period
□ Applicable√ Not Applicable
37ADAMA Ltd. Annual Report 2025
Description of major holding and equity participating companies
During the Reporting Period total sales of Solutions a wholly-owned subsidiary of the Company amounted to USD 3660
million a decrease of 2% (2% decrease in prices and stable volumes). Volumes in the full year were stable as demand
recovery due to inventory improvement in several regions was offset by the impacts of extreme weather conditions in some
key countries Adama Solutions’ strategic decisions to optimize its portfolio and geographical presence and significant
declines in Turkey in Q1. Prices remained weak in most regions mainly due to low prices of active ingredients in light of
overcapacity as well as low commodity prices which put pressure on farmers. For detailed explanation of the performance
movement see above explanation of the Section.X. List of the structured main entities controlled by the Company
□ Applicable √ Not applicable
XI. Outlook of the Company’s future development
(I) Industry structure and trends
1. The competitive structure of crop protection industry
(1) The competitive structure of the global crop protection industry
The global crop protection market is dominated by seven multinational companies including the Group five of which
are originator companies. In the past two decades a number of mergers and acquisitions were completed among the
largest players in the crop protection industry. Nonetheless the crop protection industry as a whole is relatively
decentralized with a number of local manufacturers competing in each country against the global multinational companies.The Group believes that entry barriers for the crop protection market are relatively high although they vary from region to
region.ADAMA is a leading company among the crop-protection companies that focus on off-patent crop protection solutions.The Group’s global crop protection market share was approximately 6% in 2025 based on preliminary estimation made
by AgBio Investor regarding total sales in the agrochemical industry and 5% in 2024.The Group's competitors are multinational Originator Companies that continue producing and marketing their original
products after their patent expiry (“Originator Companies”) as well as other crop protection companies. In the Group's
experience in most cases the Originator Company’s market share in a particular product fall to approximately 30% - 70%
within a number of years following the expiry of the relevant patent leaving the remaining market share open to competition
among off-patent crop protection companies in addition to their competition with the Originator Company (which continues
manufacturing the product and even leads its market prices and sales terms).The Group competes with Originator Companies and other international off-patent crop protection companies in all
the markets in which it operates as these companies generally also have global marketing and distribution networks. In
addition there are several smaller Originator Companies that also compete with the Group. As a rule other off-patent crop
protection companies that do not have international marketing and distribution networks compete with the Group locally in
those geographical markets in which they operate.
(2) The competitive structure of the crop-protection industry in China
The chemicals industry in China which the Company understands to be the largest in the world as well as the
agrochemicals industry in the country includes thousands of companies which have invested in manufacturing
infrastructure most of whose production capacity is currently aimed at exports intended for sale through small and large
companies across the world including companies like the Group and its competitors. The growth in production capacity
38ADAMA Ltd. Annual Report 2025
on one hand and the price levels and competitiveness of the products produced in China on the other affect the structure
of competition in the entire industry. Active Ingredient prices in China began to increase at the end of 2020 due to the
recovery of oil prices together with reduced capacities of chemical manufactures caused by higher raw material costs - a
dynamic that has continued throughout 2021. Following a sharp increase in China AI prices in 2021 as a result of the Covid
supply disruption prices have since declined significantly. In recent years Chinese manufacturers have invested significant
sums in new AI capacity leading to extreme global overcapacity of many key AIs. The industry demand decline in 2023
due to high inventories coupled with the overcapacity of AIs led to a sharp decline in China AI prices in 2023. Prices
remained flat in 2025 and are expected to remain low in 2026 due to the continuous structural over-capacity in the industry.
2. The development trends of the crop-protection industry
In the last few years some new emerging trends that may affect the nature of competition in this sector can be
identified: (1) The market share of products whose patents have expired continues to rise relative to that of patented original
products primarily due to the fact that the rate of patent expiry exceeds that of the launching of new patent-protected
products; (2) a trend of some off-patent companies expanding and becoming stronger (inter alia as a result of corporate
mergers and acquisitions as well as product acquisitions) which may lead to them competing with the Group in geographic
markets in which they have not operated up to now; (3) smaller companies have begun operating in limited scale in certain
markets with relatively low entry barriers; (4) improvement of the agrochemicals industry in China inter alia increasing
market entry barriers; and (5) price competition in certain markets by multinational Originator Companies and/or increasing
the credit days to its customers.The Group believes that in view of the industry's development trends the following are critical success factors: (i)
reputation branding expertise and accumulated knowledge in the sector in the various countries and among customers
and suppliers; (ii) financial strength and resilience combined with consistent growth allowing the Group to realize a
corporate development strategy including the potential for mergers and acquisitions with other companies in the sphere
and being able to respond efficiently to attractive business opportunities in order to expand its product portfolio and the
scale of its operations; and (iii) access to funding sources and reasonable funding terms allowing the Group to make
investments that earn a positive return.(II) Development strategy of the Company
The Group strives to be a global leader in the Crop Protection industry and intends to achieve this aim by execution
of the following strategies:
? Utilize the Group’s Differentiated Offering to Strengthen and Grow its Market Position. The Group intends to
continue to drive the growth of its business through effective commercialization of differentiated high quality products
that meet farmers’ needs efficiently. To that end the Group will leverage its extensive R&D and registration capabilities
to continue to provide unique yet simple solutions to farmers. In addition the Group adds value by enhancing the
functionality and efficacy of the industry’s most successful and commercially proven molecules by developing new and
unique mixtures and advanced formulations. These innovative products are designed to provide farmers with better
solutions to the challenges they face including weeds insects and disease increasing resistance and insufficient pest
control related to the use of genetically modified seeds.Such solutions include higher-margin higher-value complex off-patent products unique mixtures and formulations as
well as innovative novel products that are protected by patents and other intellectual property rights. As evidence of this
effort the Group has significantly increased the proportion of unique mixtures and formulations in its R&D pipeline over
the last several years. Over the coming years as this shift in the pipeline towards more differentiated and innovative
solutions starts to be reflected in the Group’s commercial offering especially in key strategic market segments it is
expected to be a significant driver of growth in profitability. In this respect and in order to capitalize on future opportunities
in the agrochemical market the Group has intensified its efforts to develop a leading pipeline of crop protection products
aimed at providing value-added solutions to farmers around the world based on AIs that are expected to come off-patent
39ADAMA Ltd. Annual Report 2025
in the coming years. These newly off-patent AIs will be developed into new mixtures and formulations in combination
with new formulation and delivery technologies that provide more efficient ways to deliver the products into the plants
thereby creating truly unique and differentiated value-added solutions to farmers. In this way the Group strives to
achieve a double competitive advantage – to be the first to market launching new products after the expiry of the patent
on the AI and to capitalize on cost leadership through increased backward integration through the Group’s global
operations capabilities.? Bridge China and the World. The Group is striving to become a leading global crop protection company in China both
commercially and operationally and in so doing to drive its global growth in the future.China is currently the third largest and one of the fastest growing agricultural markets in the world. Moreover in recent
decades China has become the leading manufacturing center for the global crop protection industry - from the sourcing
of raw materials and chemical intermediates to the synthesizing of active ingredients and the formulation of finished
products.The Group intends to capitalize on its status in China and its relationship with SinoChem as well as close collaboration
with Syngenta Group to increase its commercial activity in the country. The Group has an operational infrastructure and
commercial foundation upon which a leading Chinese domestic distribution network has been built and which the Group
believes will make it one of the only global crop protection providers with significant integrated commercial and
operational infrastructures both within and outside of China.Through the combination with Solutions and the collaboration with the Syngenta Group the Group intends to achieve
cost savings and improved margins and efficiencies through the vertical integration of manufacturing and formulation
together with the Group’s global supply chain and logistics capabilities. In addition the Group’s global R&D efforts are
being complemented by a new R&D center in Nanjing to service the Group’s expanded product development needs and
enable the introduction of advanced technologies into China and globally. The Group expects to drive significant demand
for its products by launching advanced active ingredients and intermediates with higher R&D content. In addition the
advanced formulation center in Jiangsu Province will serve as a platform to introduce cost-advantaged crop protection
solutions into China and globally.The Group expects that its unique positioning and profile in China including the relationship with Syngenta group and
Sinochem should establish it as a partner of choice for companies outside China seeking to access its domestic market
as well as for Chinese companies looking to expand their global footprint. In addition the Group constantly assesses
strategic joint ventures and M&A opportunities to further bolster its commercial and operational platform in China and to
optimize resources.? Collaboration of the Company with Syngenta and Sinochem as members of the Syngenta Group. The Company
engaged with Syngenta in collaboration for sale and distribution of finished products raw materials supply joint ventures
in the fields of procurement logistics production and supply chain as well as in the R&D and products’ registration fields
in order to reduce costs to improve processes to accelerate market launches and to increase the Company’s sales.Such collaborations have and are expected to continue to generate meaningful additional benefits for the Group.? Continue to Strengthen Position in Emerging Markets. In addition to developing its China platform the Group enjoys
strong and leading positions in key emerging agricultural markets such as Latin America India Asia and Eastern Europe
with around half of its global sales achieved in these emerging markets. Over the last several years in order to establish
direct market access and distribution capabilities in these markets the Group has successfully integrated acquisitions in
Chile France Greece Paraguay Peru Romania New Zealand China and the US. Similarly the Group has a direct go-
to-market strategy in many high-growth markets around the world leveraging a direct sales force and driving demand at
the retail and farmer level. The Group intends to continue to invest in its growth in the key emerging markets with high
growth potential. The Group’s strong global platform and leading commercial infrastructure in such markets will allow it
to capitalize on worldwide growth opportunities and continue to drive its profitable growth.
40ADAMA Ltd. Annual Report 2025
? Grow Revenues and Increase Profitability. The Group believes that it has the capacity and operational leverage to
increase profitability through focused execution of its strategy within the framework of prudent working capital
management. The Group is aiming to increase its revenues and margins consistently over time as it shifts to a more
differentiated higher-margin product portfolio and continues to strengthen its product pipeline with significant number of
higher-value products based on AIs which patent protection has just expired unique mixtures and formulations as well
as innovative and in some cases patent-protected products. The Group believes that its investment in developing an
operational footprint in China will lower costs and improve manufacturing efficiency and distribution logistics and reduce
inventory requirements in many markets worldwide.In recent years the Group has focused on growing and improving its business infrastructure and brand. Other than
investments in the further development of its China operations the Group believes that its existing global infrastructure
is largely of sufficient scale to support higher revenues allowing it to enjoy economies of scale and continually improve
profitability over time.? Continue to Capitalize on the Global Portfolio Integration and Rebranding Initiative. In 2014 the ADAMA brand
was launched integrating dozens of legacy brands across the globe to form a single streamlined sales and distribution
entity under a unified brand name. In 2019 following extensive farmer and customer research in 13 major markets the
Company further evolved its brand creating a unique and compelling brand story that elevates ADAMA’s distinct
entrepreneurial and agile culture; increases its relevance to its customers (channel partners and growers); and further
differentiates the Company from key competitors. The evolved brand positioning known as “Listen Learn Deliver”
focuses on a process of listening to customer needs bringing insights from the field and combining them with the
extensive know-how and experience in the Company; and delivering solutions that meet local farmer and customer pain
points. With this new brand positioning the Company is investing in platforms to ensure ongoing and intimate farmer and
customer interactions which will provide the source for future product and solution ideation.? Opportunistically Pursue Acquisitions to Enhance Market Access and Strengthen the Product Portfolio. the
Group has a history of successfully completing and integrating add-on acquisitions across the globe. The Group may
selectively consider bolt-on acquisitions in-licensing agreements and joint ventures that present attractive opportunities
to enhance its market access and strengthen its product portfolio.(III) 2026 Business plan
In 2026 global market demand for crop protection products is expected to gradually rebound as channel inventories
have returned to pre-pandemic levels in most regions. While moderated inflation and interest rates may support a more
constructive environment for purchasing farm economics in many markets remain challenging with low crop prices and
tight financing conditions weighing on grower profitability. Crop protection consumption at the farmer level is expected to
remain healthy yet increasingly value and price driven. Customers and channels are therefore expected to present just-
in-time purchasing patterns. Prices of crop protection products remain under pressure reflecting constrained farmer
profitability as well as low raw material prices due to persistent over-capacity.In 2026 the Group will maintain the execution discipline and continuous improvement mindset that it built through
Fight Forward transformation plan. The Group plans to drive renewed moderate single-digit revenue growth for the first
time since 2022 while preserving business quality. Similarly the Group is expecting ongoing improvement of its gross
profits and margin albeit by a milder degree through enhancing commercial capabilities advancing differentiated
innovation strengthening cost competitiveness and manufacturing excellence and further streamlining the operating
model. However the extent to which this will materialize will be determined by the Group’s ability to execute on its plans
as well as other external impacts such as weather conditions competition in the market and other unforeseeable dynamics.Note: The above outlook is based on current assumptions of market environment channel inventory inflation
and interest rates crop prices raw material costs and the Company’s business plan. Actual financial results may
differ from these expectations due to factors such as macroeconomic volatility weather conditions intensified
41ADAMA Ltd. Annual Report 2025
market competition depressed agricultural product prices changes in raw material prices and failure to execute
the Company’s plans as expected. The business plan described above does not constitute a commitment to
investors on the Company’s performance and the Company suggests that investors should maintain adequate
risk awareness therefor and understand the difference between the Company’s business plan and a performance
commitment.(IV) Company’s financing and credit
The Group finances its business activities by means of its equity as well as credit from external sources. The primary
external financing is by means of long-term bonds issued by Solutions.The Group has additional sources of external funding from: (1) long-term credit from banks and related parties; (2)
short-term bank credit and related parties; and (3) supplier credit. In addition the Group has significant cash balances as
well as unused set bank credit lines.(V) Risk factors and countermeasures
The Group is exposed to several major risk factors resulting from its economic environment the industry and the
Group's unique characteristics as follows (the order below does not indicate priority):
Exchange rate fluctuations
Although the Company reports its consolidated financial statements in RMB the Company’s material subsidiary Solutions
reports its consolidated financial statements in US dollars which is its functional currency while its operations sales and
purchases of raw materials are carried out in various currencies. Therefore fluctuations in the exchange rate of the selling
currency against the purchasing currency impact the Company’s results. The Group's most significant exposures are to
the Euro the Israeli Shekel and the Brazilian Real. The Group has lower exposures to other currencies. The strengthening
of the US dollar against other currencies in which the Company operates reduces the dollar value of such sales and vice
versa.On an annual basis approximately 22% of the Group’s sales are to the European market and therefore the impact of long-
term trends on the Euro may affect the Company's results and profitability.Analyses of currency exposure from foreign currency exchange rate fluctuations against assets liabilities and cash flow
denominated in foreign currencies are done constantly. High volatility of the exchange rates of these currencies could
increase the costs of transactions to hedge against currency exposure thereby increasing the Company's financing costs.The Group uses commonly accepted financial instruments to hedge most of its substantial net balance sheet exposure to
any particular currency. Nonetheless since as part of these operations the Group hedges against most of its balance sheet
exposure and only against part of its economic exposure exchange rate volatility might impact the Group’s results and
profitability. As of the date of publication of this Report the Group has hedged most of its balance sheet exposure.In addition as the Company’s product sales depend directly on the cyclical nature of the agricultural seasons therefore
the Company’s income and its exposure to the various currencies is not evenly distributed over the year. Countries in the
northern hemisphere have similar agricultural seasons and therefore in these countries the highest sales are usually
during the first half of the calendar year. During this period the Company is most exposed to the Euro. In the southern
hemisphere the seasons are opposite and most of the local sales are carried out during the second half of the year. During
these months most of the Company's exposure pertains to the Brazilian Real.Exposure to Interest rate Israel CPI and NIS exchange rate fluctuations
The debentures issued by Solutions the material subsidiary of the Company are Israeli Shekel based and linked to the
Israel Consumer Price Index “CPI” and therefore an increase in the CPI and an appreciation of the shekel rate against the
dollar might lead to a significant increase in its financing expenses. In addition high volatility of the exchange rate of
USD/NIS and expectations of material changes in the inflation rate may increase the costs of hedging transactions on
currency exposure and as a result may lead to a further increase in the company's financing costs. As of the date of
42ADAMA Ltd. Annual Report 2025
approval of the financial statements Solutions hedged most of its exposure to these risks on an ongoing basis through
CPI hedging and USD-ILS exchange rate hedging transactions.In addition inflation in several global markets has a cross effect on the business results of the Group since on one hand
it contributes to the Group's ability to increase the sale price of its products but on the other hand it may increase the
Group's production costs and operating expenses. As of the date of the Report the Group is unable to isolate the influence
of inflation on its sale prices and its costs. The Group estimates that the cumulative cross influence of inflation does not
have a material effect on its financial results.Business operations in emerging markets
The Group conducts business - mainly product sales and raw material procurement – inter alia in emerging markets such
as Latin America (particularly in Brazil the largest market country wise in which the Group operates) Eastern Europe
Southeast Asia and Africa. The Group's activity in emerging markets is exposed to risks typical of those markets including:
political and regulatory instability; volatile exchange rates; economic and fiscal instability and frequent revisions of
economic legislation; relatively high inflation and interest rates; terrorism or war; restrictions on import and trade; differing
business cultures; uncertainty as to the ability to enforce contractual and intellectual property rights; foreign currency
controls; governmental price controls; restrictions on the withdrawal of money from the country; barter deals and potential
entry of international competitors and accelerated consolidations by large-scale competitors in these markets.Developments in these regions may have a significant effect on the Group's operations. Distress to the economies of these
markets could impair the ability of the Group's customers to purchase its products or the ability to market them at
international market prices as well as harm the Group's ability to collect customer debts in a way that could have a
significant adverse effect on the Group's operating results.The Group’s operations in multiple regions allows for the diversification of such risks and for the reduction of its dependency
on particular economies. In addition changes in registration requirements or customers' preferences in developed western
countries which may limit the use of raw materials purchased from emerging economies may require redeployment of the
Group's procurement organization which might negatively affect its profitability for a certain period.Operating in a competitive market
The crop protection products industry is highly competitive. Currently seven multinational companies including the
Company lead the global industry. Five of these Bayer Syngenta Corteva BASF and FMC are Originator Companies
which develop manufacture and market both patent-protected as well as off-patent products. The Group competes with
the original products with the aim of maintaining and increasing its market share.The Originator Companies possess resources enabling them to compete aggressively in the short-to-medium term on
price and profit margins so as to protect their market share. Loss of market share or inability to acquire additional market
share from the Originator Companies can affect the Group's position in the market and adversely affect its financial results.For details regarding the Group’s competitive advantages see Section III - subsection III. Core competitiveness analysis
above.Similarly the Group also competes in the more decentralized off-patent segment of the market against other off-patent
companies and smaller-scale Originator Companies which have significantly grown in number in recent years and are
materially changing the face of the crop protection industry the majority of whom have not yet deployed global distribution
networks and are only active locally. These companies often price their products aggressively and at times have lower
profit margins than the Group which may adversely impact the Group's sales and product prices. The Group's ability to
maintain its revenues and profitability from a specific product in the long term is affected by the number of companies
producing and selling comparable off-patent products and the timing of their entrance to the relevant market.Any delay in developing or obtaining registrations for products and/or delayed penetration into markets and/or growth of
competitors that focus on off-patent active ingredients (whether by the expansion of their product portfolio granting
43ADAMA Ltd. Annual Report 2025
registrations to other manufacturers (including manufacturers in China and India) to operate in additional markets
transforming their distribution network to a global scale or increasing the competition for distribution access) and/or
difficulty in purchasing low cost raw materials may harm the Group’s sales affect its global position and lead to price
erosion.Decline in scope of agricultural activities; Climate change and exceptional changes in weather conditions
The scope of general agricultural activities worldwide may be negatively affected by many exogenous factors some
resulting from climate change including but not limited to extreme weather conditions natural disasters a decrease in
agricultural commodity prices government policies and the economic condition of farmers. A material decline in the scope
of agricultural activities would by necessary implication cause a decline in the demand for the Group’s products erosion
of its prices and collection difficulties which may have a significant adverse effect on the Group's results. Extreme weather
conditions both chronic and acute as well as other damages caused by nature may have an impact on the demand for
the Group's products as well as to price thereof. For example drought may reduce the need for fungicides which could
result in fewer sales and greater unsold inventories in the market whereas excessive rain could lead to increased plant
disease or weed growth requiring growers to purchase and use more crop protection products. Drought and/or increased
temperatures may change insect pest pressures requiring growers to use more less or different insecticides. Climate
change may increase the frequency or intensity of extreme weather such as storms floods heat waves droughts and
other events that could affect the demand for the Company’s products. The Group believes that should extreme weather
conditions or a number of such bad seasons occur in succession without favorable seasons in the interim its results may
sustain significant harm.Environmental health and safety legislation standards regulation and exposure
Many aspects of the Group's operations are strictly regulated including in relation to production and trading and particularly
in relation to the storage treatment manufacturing transport usage and disposal of its products their ingredients and
byproducts some of which are considered hazardous. The Group's activities involve hazardous materials. Defective
storage or handling of hazardous materials may cause harm to human life or to the environment in which the Group
operates. The regulatory requirements regarding the environment health and safety could inter alia include soil and
groundwater clean-up requirements; as well as restrictions on the volume of the hazardous materials permitted to be stored
in the Group’s facilities and type of emissions the Group is permitted to discharge into the air and water.The regulatory requirements applicable to the Group vary from product to product and from market to market and tend to
become stricter with time. In recent years both government authorities and environmental protection organizations have
been applying increasing pressure including through investigations and indictments as well as increasingly stricter
legislative proposals and class action suits related to companies and products that may potentially pollute the environment.Compliance with these legislative and regulatory requirements and protection against such legal actions requires the Group
to commit considerable human and financial resources (both in terms of substantial ongoing costs and in terms of material
one-time investments) to meet mandatory environmental standards. In some instances this may result in delaying the
introduction of products into new markets or in adverse effects on the Group’s profitability. In addition the toughening
material alteration or revocation of environmental licenses or permits or their stipulations or the inability to obtain such
licenses and permits may significantly affect the Group's ability to operate its production facilities which in turn may have
a material adverse effect on the financial and business results of the Group. The Group may be required to bear significant
civil liabilities (including due to class actions) or criminal liabilities (including high penalties and/or high compensation
payments and/or costs of environmental monitoring and rehabilitation) resulting from violation of environmental health
and safety regulations while some of the existing legislation may impose “strict liability” regime on the Group i.e. the Group
will be held liable regardless of proof of negligence or malice.While the Group invests material sums in adapting its facilities and in constructing special facilities in accordance with
environmental requirements it is currently unable to assess with any certainty whether these investments (current and
44ADAMA Ltd. Annual Report 2025
future) and their outcomes may satisfy current or future requirements should these be significantly increased or changed.In addition the Group is unable to predict with any certainty the extent of future costs and investments it may incur in order
to meet the requirements of the environmental authorities in the relevant countries in which it operates since inter alia the
Group is unable to estimate the extent of potential pollutions their duration the extent of the measures required to be
taken by the Group in handling them the division of responsibility among other parties and the amounts recoverable from
third parties.Furthermore the Group may be the target of bodily injury claims and property damage claims caused by exposure to
hazardous materials which are largely covered under the Group’s insurance policies.The Company is evaluating both transition and physical risks related to climate change. Physical chronic and acute risks
to ADAMA production assets activities and products are being evaluated with the PCRAM methodology. In 2025 the
evaluation of the physical risks of all production plants continued. All ADAMA Production sites were first assessed to
identify relevant risks by geographic location. The analysis identified major acute risks including heavy precipitation
droughts high velocity winds and wildfires. The Company is preparing to implement protective measures for many
identified climate risks at its sites. The Company has been assessing the transition risks including the new Israeli carbon
tax and the upcoming EU border carbon tax. Additional transition risks include the adaptation of novel technologies aimed
at reducing carbon emissions. ADAMA Makhteshim and ADAMA Agan are entitled to be reimbursed for most (above 90%)
of the Israeli carbon tax over the next five years and have submitted applications for such reimbursement accordingly.In addition regarding products that are exported to Europe the Group may be subject to the EU Carbon Border Adjustment
Mechanism (CBAM). As of this date the Group’s products are not subject to the first phase of the CBAM.Legislative standard and regulatory changes in product registration
The majority of the substances and products marketed by the Group require registration at various stages of their
development production import utilization and marketing and are also subject to strict regulatory supervision by the
regulatory authorities in each country. Compliance with the regulatory requirements that vary from country to country and
which are becoming more stringent with time involves significant time and costs and rigorous compliance with individual
registration requirements for each product. Noncompliance with these regulatory requirements might materially adversely
affect the Group’s expenses cost structure and profit margins as well as penetration of its products in the relevant market
and may even lead to suspension of sales of the relevant product and recall of those products already sold or to legal
action. Moreover to the extent new regulatory requirements are imposed on existing registered products (requiring
additional investment or leading to the existing registration's revocation) and/or the Group is required to compensate
another company for its use of the latter's product registration data these might amount to significant sums considerably
increasing the Group's costs and adversely affecting its results and reputation. In recent years the industry has been
suffering from revocation of registration for many products around the world. This trend is particularly evident in European
countries as well as in many other countries worldwide.Nevertheless the Group believes that in countries where the Group maintains a competitive edge any toughening of
registration requirements may actually increase this edge since this will make it difficult for its competitors to penetrate the
same market whereas in countries in which the Group possesses a small market share if any such toughening may make
further penetration of the Group's products into that market more difficult.Product liability
Product and producer liability are a risk for the Group. Regardless of their prospects or actual results product liability
lawsuits might involve considerable costs as well as tarnish the Group's reputation thus potentially impacting its profits.The Group has a third-party and defective product liability insurance cover of up to USD 300 million in aggregate annual
damages. However there is no certainty that the scope of insurance cover is sufficient. Any future product liability lawsuit
or series of lawsuits could materially affect the Group’s operations and results should the Group lose the lawsuit or should
45ADAMA Ltd. Annual Report 2025
its insurance cover not suffice or apply in a particular instance. In addition while the Group has not currently encountered
any difficulty renewing such insurance policy it is possible that it will encounter future difficulties in renewing an insurance
policy for third party liability and defective products on terms acceptable to the Group.Successful market penetration and product diversification
The Group’s growth and profit margins are affected inter alia by the extent of its success in developing differentiated
products and obtaining registrations for them so as to enable it to gain market share at the expense of its competitors.Usually being the first to launch a certain product based on off-patent active ingredients affords the Group continuing
advantage even after other competitors penetrate the same market. As such the Group's revenues and profit margins
from a certain new product could be materially affected by its ability to launch such product ahead of the launch of a
comparable product by its competitors.Should new products fail to meet registration requirements in the different countries or should it take a long period of time
to obtain such registrations the Group's ability to successfully introduce a new product to the relevant market in the future
may be affected since entry into the market prior to other competitors is important for successful market penetration.Furthermore successful market penetration involves inter alia product diversification in order to suit each market's
changing needs. Therefore if the Group fails to adapt its product mix by developing new products and obtaining the
required regulatory approvals its future ability to penetrate that market and to maintain its existing market share could be
affected. Failure to introduce new products to given markets and meet Group objectives (given the considerable time and
resources invested in their development and registration) might affect the sales in the given market segment the
Company’s results and margins.Intellectual property rights of the Group and of third parties
The Group's ability to develop off-patent products is dependent inter alia on its ability to oppose patents or patent
application of Originator Companies or other third parties or to develop products that do not otherwise infringe intellectual
property rights in a manner that may involve significant legal and other costs. Originator Companies tend to vigorously
defend their products and may attempt to delay the launch of competing off-patent products by registering patents on
slightly different versions of products for which the original patent protection is about to expire or has expired with the aim
of competing against the off-patent versions of the original product. The Originator Companies may also change the
branding and marketing of their products. Such actions may increase the Group's costs and the risk it entails and harm or
even prevent its ability to launch new products.The Group is also exposed to legal claims that its products or production processes infringe on third-party intellectual
property rights. Such claims may involve time costs substantial damages and management resources impair the value
of the Group's brands and its sales and adversely affect its results. Such lawsuits that were concluded involved non-
material amounts.Furthermore although the Group protects its brands and trade secrets with patents trademarks and other methods of
intellectual property protection these protective means may not be sufficient for fully safeguarding its intellectual property.Any unlawful or other unauthorized use of the Group's intellectual property rights could adversely affect the value of its
intellectual property and goodwill. In addition the Group may be required to take legal actions involving financial costs and
resources to safeguard its intellectual property rights.Fluctuations in raw material inputs and prices and in cost of sales
Significant percentage of the Groups’ cost of sales derives from raw material costs. Hence significant increases or
decreases in raw material costs affect the cost of goods sold and are due to the length of the Company’s inventory cycle
generally reflected in the Company’s financials. Most of the Group's raw materials are distant derivatives of oil prices and
therefore extreme changes or decrease in oil prices may affect the costs of raw materials although only partially.To reduce exposure to fluctuations in the prices of raw materials the Group customarily engages in long-term purchase
46ADAMA Ltd. Annual Report 2025
contracts for key raw materials wherever possible. Similarly the Group acts to adjust its sales prices wherever possible
to reflect the changes in the costs of raw materials.As of the date of approval of the financial statements the Group has not engaged in any hedging transactions against
increases in oil and other raw material costs.Exposure due to developing crop protection technologies
Any significant development in the market of genetically modified seeds for agricultural crops including as a result of
regulatory changes in certain countries currently prohibiting the use of genetically modified seeds and/or any significant
increase in the sales of genetically modified seeds and/or to the extent new crop protection products are developed for
further crops that would be widely used (substituting traditional products) will affect demand for crop protection products
requiring the Group to respond by adapting its product portfolio to the new demand structure. Consequently to the extent
that the Group fails to adapt its product mix accordingly this may reduce demand for its products erode their sales price
and by implication affect the Group’s results and market share.Nevertheless the fact that the Group itself markets some of the products for which herbicide tolerance traits have been
developed acts to mitigate this exposure (albeit only in terms of marketing margins).In addition natural and/or biological substances that attack weeds pests and diseases are potential alternatives for the
Company’s products though as of the date of the report their efficiency is relatively limited and they are commercialized
in a relatively small volumes.While the market for biological crop protection solutions is growing faster than the overall crop protection market it still
represents a relatively small share of total crop protection spending and is not expected in the medium term to replace
conventional products on a broad scale.In addition AI-enabled tools are increasingly being adopted across the crop protection value chain supporting product
development as well as related commercial and operational processes. While these technologies have the potential over
time to influence how new crop protection solutions are designed brought to market and managed it is still too early to
assess their overall impact.Operational risks
The Group’s operations including its manufacturing activities rely inter alia on state-of-the-art computer systems. The
Group continually invests in upgrading and protecting these systems from malfunctions and attacks. Any unexpected failure
of these systems as well as the integration of new systems could involve substantial costs and adversely affect the
Group's operations until completion of the repair or integration. The potential occurrence of a substantial failure that cannot
be repaired within a reasonable time frame may also affect the Group's operations and its results. Currently the Group
has a property and loss-of-profit insurance policy in the scope of approximately USD 2 billion in aggregate annual damages.The Group's production capacity is affected among others by its facilities’ output and individual area and time allocation
at full capacity. The Group's Multi-purpose facilities provide manufacturing flexibility and enable the Group to prepare for
the manufacturing of new products. Although the Group believes that its existing sites have sufficient facilities and land
areas to expand its production capacity if necessary in the case of immediate or short-term increases in demand for new
products supply may be delayed due to lack of capacity to meet demand for such new products.Data protection and cyber security
During its activity the Group may be exposed to risks and threats related to the stability of its information technologies
systems data protection and cyber security which could appear in many different forms (such as service denial misleading
employees malfunction encryption or data erasing and other cyber-attacks via E-mail or malicious software). An attack
on such computerized systems mainly network based systems may cause the group material damages and expenses and
even partial suspension and disruption of their proper functioning. In order to minimize the abovementioned risks the group
invests resources in its technological resilience and in proper protection of its systems.
47ADAMA Ltd. Annual Report 2025
Raw material supply and/or shipping port service disruptions and inventory
Lack of raw materials or other inputs utilized in the manufacture of the Group’s products may prevent the Group from
supplying its products or significantly increase production costs. Moreover the Group imports raw materials to its
production facilities worldwide from where it then exports the technical or formulated products to its subsidiaries around
the world for formulation and/or commercialization purposes. Disruptions in the supply of raw materials from regular
suppliers may adversely affect operations until an alternative supplier is engaged. If any of the Group's suppliers are unable
to supply raw materials for a prolonged period including due to ongoing disruptions and/or prolonged strikes and/or
infrastructure defects in the operating of a relevant port and if the Group is unable to engage with an alternative supplier
at similar terms and in accordance with the relevant product registration requirements this may adversely affect the Group's
results significantly affect its ability to obtain raw materials in general or obtain them at reasonable prices as well as limit
its ability to supply products and/or meet customer supply deadlines. These might negatively affect the Group its finances
and operating results. In order to reduce this risk it is the Group's practice to occasionally adjust the volume of its product
inventories or in certain scenarios to increase the levels of inventory held by the Company to overcome possible supply
shortages logistic challenges and increases in cost of inventory as mentioned above in order to support expected future
sales. Additionally in the case of fluctuations in the market prices for inventory held by the Company this may affect its
finances and operating results. In addition war regional conflicts acts of terror and/or governmental instability around the
world may negatively impact the Company's operations. This may result among others in the suspension of operations
or the shutdown of affected facilities hence causing production and distribution delays loss of property injury to employees
and increased insurance premiums.Failed mergers and acquisitions; difficulties in integrating acquired operations
The Group's strategy may include selective mergers acquisitions investments and collaborations to enhance and
strengthen its presence in certain markets. When pursuing such opportunities effective integration with market conditions
profitability forecasts and competition are key considerations. Challenges in implementation or deviations from forecasts
may impact the expected value customer retention liability exposure and the valuation of intangible assets related to a
merger or acquisition as well as affect the retention of skilled personnel resources.Production concentration in limited plants
A large portion of the Group’s production operations is concentrated in a relatively small number of locations. Natural
disasters hostilities labor disputes substantial operational malfunction or any other material damage might significantly
affect Group operations as a result of the difficulty the time and investment required for relocating the production operation
or any other activity.International taxation
Most of the Group’s sales are global through its consolidated subsidiaries worldwide. These individual companies are
assessed in accordance with the tax laws effective in each respective location. The Group’s effective tax rate could be
significantly affected by different classification or attribution of the profits arising from the proportional value of the
components of each of the companies in the Group in the various countries as is recognized in each tax jurisdiction;
changes in the characteristics (including regarding the location of control and management) of these companies; changes
in the breakdown of the Group's profits into regions where differing tax rates apply; changes in statutory tax rates and other
legislative changes; changes in assessment of the Group's deferred tax assets or deferred tax liabilities; changes in
determining the areas in which the Group is taxed; and potential changes in the Group's organizational structure.Changes in tax regulations and the manner of their implementation including with regard to the implementation of BEPS
may lead to a substantial increase in the Group's applicable tax rates and have a material adverse effect on its financial
position results and cash flows.Risks arising from the Group’s debt
48ADAMA Ltd. Annual Report 2025
The Group finances its business operations by means of its own equity and loans from external sources (primarily traded
debentures issued by Solutions bank credit and credit from related parties). The Group's main source for servicing the
debt and its operating expenses is by means of the profits from the Group companies’ operations. Restrictions applying to
the Group companies regarding distribution of dividends to the Group or the tax rate applicable on these dividends may
affect the Group's ability to finance its operations and service its debt.In addition the Group's Finance Documents as contained in the bank credit agreements require meeting certain Financial
Covenants. Failure to meet these covenants due to an exogenous event or non-materialization of Group forecasts and
insofar as the financing parties refuse to extend or update these Financial Covenants as per the Group’s capabilities may
lead the financing parties to demand immediate payment of these liabilities (or part thereof).Exposure to customer credit risks
The Group’s sales to customers worldwide usually involve customer credit as is customary in each market. A portion of
these credit lines is insured while the remainder are exposed to risk particularly during economic slowdowns in the
relevant markets. The Group’s aggregate credit however is diversified among many customers in dozens of countries
mitigating this risk. In addition in certain regions particularly in South America credit days are particularly long (compared
to those extended to customers in regions such as Europe) and on occasion inter alia owing to agricultural seasons or
economic downturns in those countries the Group may encounter difficulty in timely collection of customer debts with the
collection period being extended over several years.Generally such issues arise more often in developing countries where the Group may be less familiar with its customers
the collaterals might be in double until actual repayment and the insurance cover of these customers is likely to be limited.Credit default by any of the customers may negatively impact the Group's cash flow and financial results.The Group’s working capital and cash flow needs
Similar to other companies operating in the crop protection industry the Group has substantial cash flow and working
capital requirements in the ordinary course of operations. In view of the Group's growth and considering its primary growth
regions the Group’s broad product portfolio and the Group’s investments in manufacturing infrastructures the Group has
significant financing and investment needs. The Group acts continually to improve the state and management of its working
capital. While currently the Group is in compliance with all its financial covenants significant deterioration of its operating
results may in the future lead the Group to fail to comply with its financial covenants and fail to meet its financial needs. As
a result the Group's ability to meet its goals and growth plans as well as its ability to meet its financial obligations may
be harmed.Contagious disease outbreak
Outbreak of a contagious disease and pandemics or other adverse public health developments in territories where
significant production activity is taking place or from which raw materials are supplied to a significant extent may have a
material adverse effect on the Company’s activity such that the Company may encounter difficulties with procurement of
raw materials and intermediates experience a certain decrease of activity within its production facilities due to
governmental instructions and be constrained with respect to its logistics and supply lines. In addition the Company sales
could be potentially impacted by a temporary decrease in demand for its products as well as by temporary disruption of
the Company’s ability to sell and distribute products as mentioned above.XII. Information regarding communication with investors during the Reporting Period
√ Applicable □ Not applicable
49ADAMA Ltd. Annual Report 2025
Reception Type of
Date Place Name of the Visitor About Index
Mode Visitor
March Online Live Institutional The live webcast was Introduction on 2024 Q4 Record of the
18th 2025 Platform webcast at and accessible for all and FY performance as Communications
online individual investors. well as the Fight Forward between the
Platform Investors plan of the Company. The Company and the
corresponding Investors (No. 2025-
presentations were 01) was published
published on the website by the Company on
of the Company (IR page March 19th 2025 at
on www.adama.com). www.cninfo.com.cn.March Beijing Office visit Institutional China Galaxy The overall business Record of the
26th 2025 Office Investors Securities Chengtong situation the ongoing Communications
Securities GF implementation progress between the
Securities Sinolink of “Fight Forward” plan Company and the
Securities Shenwan and introduction on 2024 Investors (No. 2025-
Hongyuan Securities Q4 and FY performance . 02) was published
Huafu Securities The corresponding by the Company on
Beijing Hongxin Capital presentation was March 26th 2025 at
CUFE Rising Union published on the website www.cninfo.com.cn.Guoze Fund of the Company (IR page
Management on www.adama.com).Guozhong Great Wall
Asset Management
Xiefeng Asset
Management Sanhe
Hongxin Investment
Management Co. Ltd.Shaanxi Science and
Technology Venture
Capital Management
Co. Ltd. Shengshi
International Group
Jintai Securities
Investment
Zhongzhong
International Consulting
Group Co. Ltd.May 7th Online Live Institutional The live webcast was Introduction on 2025 Q1 Record of the
2025 Platform webcast at and accessible for all Communications
performance.online individual investors. between the
Platform Investors The corresponding Company and the
presentation was Investors (No. 2025-
published on the website 03) was published
of the Company (IR page by the Company on
on www.adama.com). May 8th 2025 at
www.cninfo.com.cn
August Online Live Institutional The live webcast was Introduction on 2025 Q2 Record of the
27th 2025 Platform webcast at and accessible for all and Half-year Communications
online individual investors. performance of the between the
Platform Investors Company. The Company and the
Corresponding Investors (No. 2025-
presentation was 04) was published
published on the website by the Company on
of the Company (IR page August 28th 2025
at
50ADAMA Ltd. Annual Report 2025
Reception Type of
Date Place Name of the Visitor About Index
Mode Visitor
on www.adama.com). www.cninfo.com.cn.November Online Live Institutional The live webcast was Introduction on 2025 Q3 Record of the
10th 2025 Platform Webcast at and accessible for all and 9M performance of Communications
Online Individual investors. the Company. The between the
Platform Investors Corresponding Company and the
presentation was Investors (No. 2025-
published on the website 05) was published
of the Company (IR page by the Company on
on www.adama.com). November 11th
2025 at
www.cninfo.com.cn.XIII. Development and Implementation of Market Cap Management Policy and
Valuation Enhancement Plan
Has the Company developed Market Cap Management Policy
□Yes √ No
Has the Company disclosed Valuation Enhancement Plan
√Yes □No
On March 12th 2025 the 10th Meeting of the 10th Session of the BOD approved the Valuation Enhancement Plan which
was disclosed at www.cninfo.com.cn on March 14th 2025 at Announcement No. 2025-13. For details please refer to the
announcement.On March 26th 2026 the 18th Meeting of the 10th Session of the BOD deliberated and reviewed the Report on Effectiveness
of the Valuation Enhancement Plan in 2025.XIV. Implementation of Action Plan on Enhancing Quality Returns
Has the Company disclosed Action Plan on Enhancing Quality Returns
□Yes √ No
51ADAMA Ltd. Annual Report 2025
Section IV - Corporate Governance Environment and Society
I. Basic details of corporate governance
During the Reporting Period the Company continuously improved the awareness of corporate governance and corporate
governance structure and perfected the corporate system as well as standardized the operation of the Company promoted
internal control activities and constantly improve the Company's management levels stringently according to requirements
of relevant laws and regulations such as the Company Law Securities Law and Corporate Governance Principle of Listed
Company as well as Rules for Listing Shares in Shenzhen Stock Exchange.
1. About Shareholders and the Shareholders’ meeting
During the Reporting Period the Company has ensured that all shareholders especially small and medium shareholders
are treated equal and able to fully exercise their rights. It held one annual general meeting of shareholders and two interim
shareholders meeting during which 12 proposals in total were reviewed and approved. Lawyers were invited to attend all
the meetings mentioned above for testimony and issuing legal opinions. Online voting has been applied during all above-
mentioned meetings to ensure that all shareholders especially small and medium shareholders enjoy equal status and
fully exercise their rights. Notices of shareholders' meeting meeting proposals discussion procedures voting on proposals
and information disclosure all meet the requirements. Every major decision of the Company has been decided by the
shareholders' meeting according to laws and regulations with lawyers as the witness to ensure that the right to know to
participate and vote on major issues of all shareholders especially the small and medium shareholders are properly
protected.
2. About Directors and the Board of Directors
During the Reporting Period the number composition and qualifications of the board of directors were in compliance with
the laws and regulations as well as the Articles of Association of the Company. All board members are diligent and
responsible for attending the board and shareholders’ meetings in accordance with the relevant provisions of the Company
Law and the Articles of Association. During the Reporting Period the Company held 8 board meetings during which 43
proposals were reviewed. The organizing convening and formation of resolutions were carried out in accordance with
relevant provisions of the Articles of Association and the Rules of Procedure for the Board of Directors. The Company has
established an independent director system in accordance with relevant regulations. Each of the independent directors
have expressed independent opinions on important business of the Company during the Reporting Period. The Company's
board of directors consists of one nomination committee one audit committee and one remuneration and appraisal
committee all of which are functioning with respective implementation rules to ensure the scientific and compliant decision-
making by the board of directors.
3. About Investors’ Relations
The Company communicates with investors through public announcements consultations by telephone interactive
platforms e-mails and other multiple media to enhance opinion exchange. It has been making various efforts on deepening
the understanding of investors about the Company's operation and development outlook and also maintaining good
relations with them. Meanwhile it has been serious to receive investors' opinions and suggestions and encouraged the
interaction between investors and itself. During the Reporting Period the Company has been patient to respond investors
by answering calls and questions through all interactive platforms which has guaranteed a sound and fair access for
investors to obtain information.Whether there is any difference between the actual corporate governance situation of the Company and the provisions of
the laws administrative regulations and relevant rules of CSRC or not
52ADAMA Ltd. Annual Report 2025
□ Yes √ No
There is no difference between the actual corporate governance situation of the Company and the provisions of the relevant
rules of CSRC.II. Particulars about the Company’s independence from the controlling shareholder
and the actual controller in ensuring the company’s assets personnel financials
institutions and business etc.
1. In respect of assets: The assets relationship between the Company and the controlling shareholder is clear. The
company has complete control over all its assets. There is no such thing as a free possession or usage by the controlling
shareholder.
2. In respect of personnel: The Company and controlling shareholder are mutually independent in the labor personnel and
salary management the Company CEO and other senior management personnel get the salary in the Company and not
perform administrative work in the controlling shareholder unit.
3. In respect of financing the Company owned independent financial department established independent accounting
system and financial management system opened independent bank account paid tax in line with laws.
4. In respect of organization the Company has set up the organization that was independent from the controlling
shareholder completely the Board of Directors the Audit Committee and internal organization could operate independently.
5. In respect of business: the Company had a complete business system and independent operation and conducts its
independent and complete business with self-management ability.
53ADAMA Ltd. Annual Report 2025
III. Horizontal competition
√ Applicable □ Not applicable
Type Type of Name of Nature of the Cause of the Solutions Work-
Affiliation the Company problem schedule and
with the Company follow-up
Company plan
Horizontal ultimate Sinochem Central Certain For details please refer The committed
competition controlling Holdings enterprise subsidiaries to I Performance of party complies
and related party of Corporation controlled by commitments of with the
party the Ltd. Sinochem Section V of the Annual commitments.transaction Company’ Holdings Report. The long-term
s s have commitments
controlling overlapping are being
sharehold products with fulfilled.er the Company;
some of its
subsidiaries
are the
supplier or
the client of
the Company.IV. Directors Senior Management Staff & Employees
1. Basic Information
54ADAMA Ltd. Annual Report 2025
Shares Amount of Amount of Other
Ending Shares held
held at shares shares changes Reasons for the
Office Beginning date date of at the end of
Name Position Gender Age the year- increased at decreased at increase/ Shareholding
Status of office term office the Reporting
begin the Reporting the Reporting decrease Changes
term Period (share)
(share) Period (share) Period (share) (share)
Elected as the
director in Dec 1
Chairman 2023 and
Qin Hengde In Office Male 56 0 0 0 0 0 N/A
of the BOD Chairman of the
BOD in Dec 18
2023
Liu
Director In Office Male 59 Apr 16 2024 0 0 0 0 0 N/A
Hongsheng
An Liru Director In Office Male 56 Apr 29 2015 0 0 0 0 0 N/A
Employee
Niu Limin Representativ In Office Male 58 Nov 14 2025 0 0 0 0 0 N/A
e Director
Independent Nov 16
Ge Ming In Office Male 74 0 0 0 0 0 N/A
Director 2020
Yang Independent
In Office Male 56 Dec 25 2023 0 0 0 0 0 N/A
Guangfu Director
Huang Independent
In Office Male 62 Nov 22 2024 0 0 0 0 0 N/A
Jingsheng Director
President &
Ga?l Ali Hili In Office Male 52 Oct 1 2024 0 0 0 0 0 N/A
CEO
Chief
Efrat Nagar Financial In Office Female 52 Feb 16 2023 0 0 0 0 0 N/A
Officer
Secretary of Nov 27
Guo Zhi In Office Male 48 0 0 0 0 0 N/A
the BOD 2020
Total -- -- -- -- -- 0 0 0 0 0 --
55ADAMA Ltd Annual Report 2025
Whether there was any departure of directors and supervisors and dismissal of senior management during the reporting
period
□ Yes □√ No
Particulars regarding changes of Directors Supervisors and Senior Executives
√ Applicable □ Not applicable
Name Position Type Date Reason
Employee
Niu Limin Elected Nov 14 2025 --
Representative Director
2. Resumes of important personnel
Professional background main working experience and main responsibilities of current directors and senior management
staff
Mr. Qin Hengde serves as the Chairman of the Board of Directors of the Company. He holds a master's degree senior
accountant is the Director Chief Operating Officer of Syngenta Group Co. Ltd. He joined in work in August 1991 and
served as deputy chief accountant of Hubei Hongqi Cable Factory chief accountant of SDIC YuanYi Industry Co.Ltd. as
well as deputy general manager of investment management department of D'Long International Strategic Investment
Co.Ltd. Mr. Qin Hengde joined Sinochem in July 2004 and served as General Manager of Business Development
Department Financial Controller Deputy General Manager Executive Deputy General Manager General Manager and
the Party Secretary of Sinochem International Corporation. He previously served as the Party Secretary and President of
Agricultural Division of Sinochem Corporation Vice Chairman of Qinghai Salt Lake Industry Co. Ltd. the Party Secretary
and Executive Director of China National Seed Group Co. Ltd Party Secretary and President of Syngenta Group China
Chairman and General Manager of Syngenta Group Modern Agricultural Technology Co. Ltd the Vice President and Chief
Human Resources Officer of Syngenta Group Party Secretary General Manager and Executive Director of Sinofert
Holdings Limited and General Manager and Executive Director of Sinofert Company Limited Chairman of Jiangsu
Yangnong Chemical Co. Ltd. Winall Hi-tech Seed Co.Ltd and Zhenda Xianjing (Shanghai) Science and Technology
Development Co. Ltd. as well as Chief Financial Officer of Syngenta Group Co. Ltd.Mr. Liu Hongsheng serves as a Director of the Company and Special Advisor to ADAMA’s CEO on Operations. He joined
Sinochem Group in 2000 and held various positions in the logistics sector of Sinochem International (Holdings) Co. Ltd.and then took the office of the general manager of the company as well as the chairman of Hesheng Agricultural Group in
2016. In 2018 Mr. Liu was promoted to the party secretary and president for the chemical division of Sinochem Group the
party secretary director of the board and the general manager of Sinochem International (Holdings) Co. Ltd. In 2022 He
was appointed as the CPC party secretary and president of Syngenta Group China the chairman of the board of directors
for both Sinofert and Jiangsu Yangnong and he later served as a senior adviser of production and operation of Sinochem
Holdings. Prior to joining Sinochem he once served in the Ministry of Foreign Trade and Economic Cooperation of China
and the Chinese Embassy in Thailand. Mr. Liu graduated from Peking University with a Bachelor's Degree in Philosophy
and later obtained the MBA degree from Shanghai Maritime University.Mr. An Liru serves as a Director of the Company. He holds a master degree of chemical engineering and MBA senior
engineering senior economist. He used to be the Assistant of General Manager Vice General Manager General Manager
Deputy Party Secretary of Jiangsu Anpon Electrochemical Co. Ltd. Chairman of Directors Party Secretary of Jiangsu
56ADAMA Ltd Annual Report 2025
Huaihe Chemicals Co. Ltd. Executive Director and CEO of Jiangsu Maidao Agrochemical Co. Ltd. the Chairman of the
Board of Directors of the Company Executive Director of Jiangsu Anpon Electrochemical Co. Ltd. Chairman of Directors
and Party Secretary of China National Agrochemical Co. Ltd. Party Secretary of the Company the Executive Vice
President of Solutions Executive Director and General Manager of Adama (China) Investment Co. Ltd. as well as Vice
president and QHSE Director of Syngenta Group Modern Agricultural Technology Co. Ltd. Currently he serves also as a
Director of SolutionsJiangsu Yangnong Chemical Co. Ltd. and China National Bluestar (Group) Co. Ltd.Mr. Niu Limin serves as the Employee Representative Director of the Company and the general manager of ADAMA
Jingzhou Site. He is a senior engineer. Starting his career life in the 1990s he once worked for FMC (Zhangjiagang)
Specialty Chemicals Co. Ltd. and Chemtura Advanced Materials (Nantong) Co. Ltd. and also held different positions in
Axalta Coating Systems (Shanghai) Ltd. and Nippon Paint Investment Co. Ltd. before joining the Company. Mr. Niu
graduated from Jilin Institute of Chemical Technology majoring in organic chemistry and accepted the manufacturing
management education of Warwick University in the UK.Mr. Ge Ming serves as an independent director of the Company. He holds a master’s degree in western accounting and
he is a senior accountant a certified Chinese public accountant as well as an Australian certified public accountant. He
previously served as the chairman and chief accountant of Ernst & Young Hua Ming Certified Public Accountants Firm and
as the managing partner chief accountant and senior advisor of Ernst & Young Hua Ming Certified Public Accountants
(special general partnership). Mr. Ge currently serves as an independent director on the boards of AsiaInfo China Tourism
Group Duty Free Corporation Limited GAC Aion New Energy Automobile Co. Ltd. Apollobio Corp and Bona Film Group
Co. Ltd. He currently also serves on the supervisory boards of Taikang Insurance Group Inc. and serves as the executive
director and general manager of Beijing Huaming Fulong Accounting Consulting Co. Ltd. as well as the director of
Shanghai Lingyu Apartment Management Co. Ltd.Mr. Yang Guangfu serves as an independent director of the Company. He holds a title of PhD in pesticide science. He is
the recipient of National Outstanding Youth Science Fund and he is also honored as a leading talent in science and
technology innovation of the “Ten Thousand Talents Plan” of the Organization Department of the Central Commitment of
the CPC one of the leading "Shennong Talent" for a major national talent programme proposed by the Central Committee
of the CPC and the State Council the Innovation Team Leader of the Ministry of Education the National Model Teacher
and one of the National Outstanding Scientific and Technological Professionals etc. Starting his career life in July 1997
Yang has successively served as lecturer associate professor and professor in the Institute of Pesticide Chemistry of
Central China Normal University. He also held positions including dean and professor for the School of Chemistry as well
as the assistant to the President of the University etc. He is currently a professor doctoral supervisor director of the
National Key Laboratory of Green Pesticide (based at the University). Additional academic appointments of Professor Yang
include Member of the Pesticide Industry Development Guidance Expert Group of the Ministry of Agriculture and Rural
Development Director of the Chinese Chemical Society Executive Director of the Chinese Plant Protection Society Deputy
Director of the Agricultural Chemistry Committee of the Chinese Chemical Society Member of the Chemical Biology
Committee of the Chinese Chemical Society Deputy Director of the Pesticide Committee of the Chinese Society of
Chemical Engineering Editor-in-Chief of Advanced Agrochem and so on.Mr. Huang Jingsheng serves as an independent director of the Company. He is the founder and CEO of AEX Holdings
Limited (Hong Kong). He was the VP for Asia at the Chicago Climate Exchange (CCX) and the Managing Director for
Greater China at the Intercontinental Exchange (ICE). Prior to that Mr. Huang had more than 10 years of experience in
cross-border M&A and futures markets in the United States in the areas of regulated exchanges futures companies and
57ADAMA Ltd Annual Report 2025
FinTech software etc. Mr. Huang graduated from China Foreign Affairs University with a master’s degree in international
economics and currently also serves as the Executive Director and General Manager of Beijing Qize Energy Data
Technology Co. Ltd. as well as the Executive Director of Jiezhongyun (Beijing) Low Carbon Technology Co. Ltd.Mr. Ga?l Ali Hili French serves as the President & Chief Executive Officer of both the Company and Adama Solutions
concurrent with his position as Director Adama Solutions. He holds a master’s degree in mechanical engineering from
Université de Technologie de Compiègne (France). Mr. Ga?l Ali Hili previously assumed several positions at Syngenta
including Regional Director EAME of Syngenta Seeds Head of East Europe and Head of Europe Syngenta CP and Seeds
FC. Prior to Syngenta Mr. Ga?l Ali Hili served as Corporate Marketing Director at Dow.Ms. Efrat Nagar Israeli serves as the Chief Financial Officer. She holds master’s degree in business administration (focus
in Finance) from Bar Ilan University Israel and bachelor's degree in Economics and Accounting from Bar Ilan University
Israel. She previously served as Regional CFO of India Middle East and Africa Executive Corporate Business Director
(serving as the Chief of Staff for ADAMA’s CEO) and VP Finance in ADAMA.Mr. Guo Zhi serves as the secretary of the Board of Directors and the legal head of ADAMA China. Mr. Guo got his
Master of Laws severally from Peking University and Melbourne University. From 2004 to 2017 he practiced law in
Commerce & Finance Law Offices (“C&F”) and had been a partner of C&F for eight years. His practicing area covers IPO
M&A and Foreign Investment. From March 19 2018 to November 16 2020 he was a member of the Supervisory Board
of the Company. From August 2022 to February 2025 he served as the Director of the Discipline Inspection Commission
of the Company. Currently he also serves as the Director and General Manager of Adama (China) Investment Co. Ltd. as
well as the Director of ADAMA Huifeng (Shanghai) Agricultural Technology Co. Ltd.Particulars of the controlling shareholder and the actual controller concurrently serving as the company's chairman and
general manager
□ Applicable √ Not applicable
Positions in shareholder units
√ Applicable □ Not applicable
Name of the
person Receives
holding any Name of the Position in the Beginning date Ending date payment from
post in any shareholder unit shareholder unit of office term of office term the shareholder
shareholder unit
unit
Qin Hengde Syngenta Group CFO December 2023 March 2026 Yes
Qin Hengde Syngenta Group Director January 2024 -- No
Chief Operating
Qin Hengde Syngenta Group March 2026 -- Yes
Officer
senior adviser of
Liu Sinochem Holdings
production and January 2024 -- No
Hongsheng Corporation Ltd.operation
Sinochem Holdings Full-time External
An Liru June 2025 -- Yes
Corporation Ltd. Director of
58ADAMA Ltd Annual Report 2025
Name of the
person Receives
holding any Name of the Position in the Beginning date Ending date payment from
post in any shareholder unit shareholder unit of office term of office term the shareholder
shareholder unit
unit
Enterprises Affiliated
with Sinochem
Holdings
Explanations
about
Positions in N/A
Shareholder
Units
Positions in other units
√ Applicable □ Not applicable
Name of the
person
Beginning Receives
holding any Position in other Ending date
Name of other unit date of office payment from
post in any unit of office term
term the other unit
shareholder
unit
Zhenda Xianjing (Shanghai)
Chairman of September
Science and Technology January 2022
Qin Hengde Directors 2025 No
Development Co. Ltd.Syngenta AG Director April 2024 -- No
Liu Chairman of
ADAMA Huifeng (Jiangsu) Ltd. February 2025 - No
Hongsheng Directors
Solutions Director February 2014 - No
Jiangsu Yangnong Chemical September
Director - No
An Liru Co. Ltd. 2025
China National Bluestar (Group)
Director August 2025 - No
Co. Ltd.Syngenta Group Modern QHSE Director /
November 2024 June 2025 Yes
Agricultural Technology Co. Ltd. Vice President
EVP Chief
Solutions February 2023 - Yes
Financial Officer
Adama Makhteshim Ltd. Director February 2023 - No
Efrat Nagar Adama Agan Ltd. Director February 2023 - No
Lycored Ltd. Director January 2024 - No
Agan Aroma and Fine Chemicals
Director May 2022 - No
Ltd.Ge Ming China Tourism Group Duty Free Independent
August 2022 -- Yes
Corporation Limited Director
Independent
AsiaInfo December 2018 -- Yes
Director
GAC Aion New Energy Independent September
-- Yes
Automobile Co. Ltd. Director 2022
Independent
Apollobio Corp. August 2021 -- Yes
Director
59ADAMA Ltd Annual Report 2025
Name of the
person
Beginning Receives
holding any Position in other Ending date
Name of other unit date of office payment from
post in any unit of office term
term the other unit
shareholder
unit
Independent
Bona Film Group Co. Ltd. November 2025 -- Yes
Director
November
Bank of Shanghai Supervisor June 2017 Yes
2025
Taikang Insurance Group Inc. Supervisor February 2023 -- Yes
Shanghai Lingyu Apartment
Director March 2024 -- No
Management Co. Ltd.Executive Director
Beijing Huaming Fulong
and General December 2001 -- No
Accounting Consulting Co. Ltd.Manager
Professor Doctoral September
Yang Guangfu Central China Normal University - Yes
Supervisor 2001
September
AEX Holdings Limited CEO - Yes
2016
Huang Executive Director
Beijing Qize Energy Data
Jingsheng and General February 2022 - No
Technology Co. Ltd.Manager
Jiezhongyun (Beijing) Low
Executive Director January 2023 - No
Carbon Technology Co. Ltd.ADAMA Huifeng (Shanghai)
Agricultural Technology Director June 2021 - No
Co. Ltd.Guo Zhi
ADAMA Huifeng (Jiangsu) Ltd. Supervisor June 2024 August 2025 No
Adama (China) Investment Co. Director and
February 2025 - Yes
Ltd. General Manager
Explanations
about
N/A
Positions in
Other Units
Particulars regarding the Company's current directors and senior managers who received punishments if any from
Securities Regulatory Institution during the recent three years (including the Reporting Period)
□ Applicable √ Not applicable
3.Remuneration of directors and senior management
Decision-making procedures basis for determination and actual payment of the remuneration to directors and
senior executives
Remuneration of office holders is decided by the authorized organs of the Company according to the Remuneration Policy.In addition global professional benchmarks implementations of performance at the Company level and the actual
performance of the respective person are also taken into account in the resolutions regarding remuneration. In accordance
with the provisions of the Implementation Rules of the Remuneration and Assessment Committee and the Articles of
Association the board of directors and the shareholders' meeting shall within their respective authorities make decisions
60ADAMA Ltd Annual Report 2025
on matters relating to the remuneration of directors and senior executives respectively.Independent directors are entitled to receive annual allowance and would not receive salary by the Company. The
Company also adopted a remuneration plan of the non-independent directors. A non-independent director who holds a
management position in the Company and/or any of its subsidiaries shall receive the remuneration set for such position
and will not be entitled to any additional remuneration for serving as a director; A non-independent director who doesn’t
hold a management position in the Company or any of its subsidiaries may receive a monthly remuneration. For details
please see the Announcement of the Resolutions of 25th meeting of the 7th Session of the Board of Directors
(Announcement no. 2018-5) and the Announcement of the Resolutions of 21st meeting of the 8th Session of the Board of
Directors (Announcement no. 2020-7). During the reporting period the remuneration of the Company’s directors and senior
executives was paid in accordance with the relevant policies of the Company.Total remuneration of the directors and senior management of the Company during the Reporting Period is as follow:
Unit RMB’0000
Total before- Whether gained
tax remuneration
Name Position Gender Age Current/Former remuneration from the related
gained from parties of the
the Company Company
Qin Hengde Chairman of the BOD Male 56 Current Yes
Liu
Director Male 59 Current No
Hongsheng
An Liru Director Male 56 Current Yes
Employee
Niu Limin Male 58 Current No
Representative Director
Ge Ming Independent Director Male 74 Current No
Yang Guangfu Independent Director Male 56 Current No
Huang
Independent Director Male 62 Current No
Jingsheng
Ga?l Ali Hili President & CEO Male 52 Current No
Efrat Nagar CFO Female 52 Current No
Guo Zhi Secretary of the BOD Male 48 Current No
Total 1757.4
Performance shall be assessed against the
Basis for Assessment of the Actual Remuneration Received by All established performance appraisal indicators; the
Directors and Senior Executives as of the End of the Reporting Period allowances received by independent directors shall
not be subject to performance assessment
Completion Status of the Assessment for the Actual Remuneration Completed
Received by All Directors and Senior Executives as of the End of the
Reporting Period
Deferred Payment Arrangements for the Actual Remuneration No such arrangement during the reporting period
Received by All Directors and Senior Executives as of the End of the
Reporting Period
61ADAMA Ltd Annual Report 2025
Suspension and Recovery of the Actually Received Remuneration of During the reporting period there were no cases of
All Directors and Senior Executives as of the End of the Reporting suspension or recovery of remuneration paid to
Period directors or senior executives.Particulars regarding other information
□ Applicable √ Not applicable
V. Performance of Directors of the Board during the Reporting Period
1. Particulars regarding directors’ attendance to board sessions and shareholders’
general meetings
Details of directors’ attendance to board sessions and shareholders’ meetings
Sessions Non-attendance Attendance to
required to Attendance by Entrusted in person for shareholder
Name of the On-Site Absence
attend during way of presence two meetings
Directors Attendance rate
the Reporting communication (times) consecutive
Period times
Qin Hengde 8 0 7 1 0 No 3
Liu
8 5 3 0 0 No 3
Hongsheng
An Liru 8 0 8 0 0 No 3
Niu Limin 2 0 1 0 1 No /
Ge Ming 8 3 5 0 0 No 3
Yang Guangfu 8 0 8 0 0 No 3
Huang
8 4 4 0 0 No 3
Jingsheng
Explanation of failure to attend two consecutive board meetings in person
No such cases during the reporting period.
2. Particulars regarding directors’ objections
Whether directors objected to various events
□ Yes √ No
During the Reporting Period no directors proposed any objection on relevant events of the Company.
3. Other explanations regarding the directors’ duty performance
Whether directors’ advice were adopted
√ Yes □ No
62ADAMA Ltd Annual Report 2025
Explanation regarding advices of directors:
According to the Company Law the Listed Corporate Governance Standards and "Articles of Association" the directors
in general during the Reporting Period focus actively over Company’s operation and earnestly performs their duties
render professional suggestions to the Company's information disclosure and daily management decision-making etc.The directors play a proper role in improving the supervision and safeguard the legitimate rights and interests of the
Company and its shareholders. The directors especially pay attention (and paid attention - during the Reporting Period) to
the Company’s operation state dynamic state of the industry public opinion and dynamic state report of the Company.They actively and effectively perform the duties of directors and well maintained overall benefits of the Company and the
legal interests of all shareholders especially the middle and small shareholders. Their roll is required for positive normal
stable and healthy development of the Company.
63ADAMA Ltd Annual Report 2025
VI. Performance of the Special Committees under the Board during the Reporting
Period
Important Specifics
Number
Comments Other of
Name of the Member of of Convening Themes of
and Performance Objection
Committees Committees Meetings Date Meetings
Proposals of Duties Matters (if
Held
Made any)
March 10 1. Proposal on the Approved -- --
2025 2024 Annual Report
and its Abstract
2. Proposal on the
2024 Financial
Statements
3. Proposal on the
Pre-Plan of the 2024
Dividend Distribution
4. Proposal on the
Change of
Accounting Firm and
the Engagement with
an Audit Firm for the
Audit of the Financial
Statements and
Internal Control of
the Company for
2025
Ge Ming 5. Proposal on the
(Chairperson) Self-Assessment
Qin Hengde Report on the 2024
Audit
Yang Guangfu 5 Internal Control of
Committee
Huang the Company
Jingsheng 6. Proposal on the
Report on
Performance
Evaluation of Audit
Firm in 2024 and the
Performance of
Supervision Duties
by the Audit
Committee
7. Proposal on the
Expected Derivatives
Transactions for
Hedging
8. Proposal on the
2024 Internal Audit
Working Report and
the 2025 Internal
Audit Work Plan
9. Proposal on the
2024 Inspection
Report on Major
Issues
64ADAMA Ltd Annual Report 2025
Important Specifics
Number
Comments Other of
Name of the Member of of Convening Themes of
and Performance Objection
Committees Committees Meetings Date Meetings
Proposals of Duties Matters (if
Held
Made any)
April 24 1. Proposal on the Approved -- --
Ge Ming 2025 Q1 2025 Report
(Chairperson) 2. Proposal on the
Qin Hengde Q1 2025 Internal
Audit Yang Guangfu Audit Working Report
Committee Huang 3. Proposal on the
Jingsheng Appointment of the
Head of the Internal
Auditing Department
of the Company
August 18 Approved -- --
2025 1. Proposal on the
2025 Semi-Annual
Report and its
Abstract
Ge Ming
(Chairperson)
2. Proposal on the
Qin Hengde
Semi-annual Internal
Audit Yang Guangfu
Audit Working Report
Committee Huang
and the Internal Audit
Jingsheng
Work Plan for the
Second Half of 2025
3. Proposal on the
2025 Semi-annual
Inspection Report on
Major Issues
Ge Ming October 27 Approved -- --
(Chairperson) 2025 1. Proposal on the
Qin Hengde Q3 2025 Report
Audit Yang Guangfu 2. Proposal on the
Committee Huang Q3 Internal Audit
Jingsheng Working Report
Ge Ming December 1. Proposal on the Approved -- --
(Chairperson) 22 2025 Expected Derivatives
Qin Hengde Transactions for
Yang Guangfu Hedging
Huang
Audit Jingsheng
Committee
Remuneration Yang Guangfu March 10 1. Proposal on the Approved -- --
and Appraisal (Chairperson) 5 2025 Remuneration of
Committee An Liru Ge Senior Executives
65ADAMA Ltd Annual Report 2025
Important Specifics
Number
Comments Other of
Name of the Member of of Convening Themes of
and Performance Objection
Committees Committees Meetings Date Meetings
Proposals of Duties Matters (if
Held
Made any)
Ming Huang April 16 1. Proposal on Approved -- --
Jingsheng 2025 Adjusting the
Remuneration of the
President and CEO
June 9 1. Proposal on the Approved -- --
2025 Remuneration
Yang Guangfu
Related Matters of
(Chairperson)
Senior Executives
An Liru Ge
August 18 1. Proposal on the Approved -- --
Ming Huang
2025 Adjustment to
Jingsheng
President and CEO
Remuneration Terms
November 1. Proposal on the Approved -- --
24 2025 2026 STI Change
Huang -- -- -- -- --
Jingsheng
Nomination (Chairperson)
0
Committee Liu Hongsheng
Ge Ming
Yang Guangfu
VII. Performance of the Audit Committee
Has the Audit Committee during the Reporting Period found a risk in the Company within its supervisory activity
□ Yes √ No
The Audit Committee had no objection on the supervised events during the Reporting Period.VIII. Particulars regarding Group’s employees
1. Number of employees professional composition and educational background
The number of on-duty employees in ADAMA Ltd. (person) 622
The number of on-duty employees in main subsidiary
6633
companies (person)
The total number of on-duty employees of the Group (person) 7255
The total number of employees of the Group who received
7255
salaries in the period (person)
The number of retired employees for whom ADAMA Ltd. and
3120
main subsidiary companies need to pay retirement expense.
66ADAMA Ltd Annual Report 2025
Professional Composition
Category Number
Production personnel 3972
Sales personnel 1819
Technicians 539
Financial personnel 446
Administrative personnel* 479
Total 7255
Educational Background
Category Number
Doctor 9
Master 136
Bachelor 677
College 619
Others 1092
Total 2533
Note: The figures under “Educational Background” represent those of the Company and the domestic subsidiaries held by
it and do not cover the Group’s 4722 overseas employees.*Administrative personnel include employees of all the functional departments.
2. Employee’s remuneration policy
The Company's remuneration policy in 2025 is the same as in 2024. It is still a salary structure that integrates post salary
quarterly performance bonus and annual performance bonus.The Company established an online and offline assessment model. Online assessment is carried out by SF system.Individual goals are set at the beginning of the year and are assessed at the end of the year.
3. Employee’s training plan
The Group usually conducts seminars trainings exercises and refresh of procedures (including with respect to increasing
safety awareness) to its various employees in its various entities as needed and/or required under its applicable
procedures.
4. Labor outsourcing
√ Applicable □ Not applicable
67ADAMA Ltd Annual Report 2025
Details of ADAMA Ltd. on labor sourcing are as follows.Total number of hours of service outsourcing (hours) 725460
Total remuneration paid for service outsourcing (RMB) 35283623
IX. Situations for dividend distribution and turning capital reserve into share capital
Dividend distribution policies especially the formulation execution or the adjustment of the cash dividend policies during
the Reporting Period
√ Applicable □ Not applicable
The Company did not revise its dividend distribution policy over the Reporting Period. The 2024 Annual General Meeting
which was held on April 7 2025 approved the dividend distribution plan for the year 2024 which was no cash or share
would be distributed as dividend and no reserve would be transferred to equity capital.Special explanation of the cash dividend policy
Whether conformed with the regulations of the Articles
of association or the requirements of the resolutions Yes
of the shareholders’ meeting:
Whether the dividend standard and the proportion
Yes
were definite and clear:
Whether the relevant decision-making process and the
Yes
system were complete:
Whether the independent director acted dutifully and
Yes
exerted the proper function:
The Company recorded a net loss for the year of 2024.Based on the Company’s operating results of 2024 and
according to the Articles of Association of the Company
taking into account the actual operating and leveraging
situations as well as future funding needs to safeguard the
sustainable development and stable operation of the
Company while considering the long-term interests of all
Specific reasons should be disclosed and next steps shareholders the 2024 Annual General Meeting approved
to be taken to enhance investors’ returns If the the dividend distribution plan for the year 2024 which was
Company has not made cash dividends no cash or share would be distributed as dividend and no
reserve would be transferred to equity capital.The Company will continue to uphold the business
philosophy of bringing long-term sustainable returns to
investors strictly regulate the management and improve
the efficiency of the use of funds and endeavor to deliver
returns to investors with a more active profit distribution
plan.Whether the medium and small shareholders had the
chances to fully express their suggestions and
Yes
appeals of which their legal interest had gained fully
protection:
Whether the conditions and the process met the
regulations and was transparent of the adjustment or Not Applicable
altered of the cash dividend policy:
68ADAMA Ltd Annual Report 2025
The Company (including its subsidiaries) made profit in the reporting period and the retained earnings for profit distribution
of the common shares held by the shareholders of the Company (without subsidiaries) were positive but it did not put
forward a preplan for cash dividend distribution of the common shares:
□ Applicable √ Not applicable
Has the Board of Directors review profit distribution plan (including that on no dividend payment or transferring reserve to
equity capital)
√Yes □No
Situations for dividend distribution and turning capital reserve into share capital for the Reporting Period
□ Applicable √ Not applicable
The Company does not plan to distribute cash or share dividends for the year and does not plan to transfer capital
reserve to equity capital.X. Stock incentive plans ESOPs or other employee incentives
□ Applicable √ Not applicable
To the date of the report the Company does not have stock incentive plans ESOP or other staff incentives. It shall be
noted that Adama Solutions currently has cash rewards incentive plans to executive officers and employees. These
incentive plans are based either on the financial performance and/or the Company's shares (phantom cash incentives).XI. System Establishment and Implementation for Internal Control during the
Reporting Period
1. System Establishment and Implementation
The Group's existing internal control system adapts to the management requirements. It also provides a reasonable basis
for the preparation of true and fair financial statements and ensures the healthy operation of the Group's various business
activities as well as the implementation and compliance of relevant laws and regulations and the Group's own internal
rules. With the changes in the external environment and the development of the Group's business the Company plans to
take the following measures to further improve the internal control system:
(1) Further improve the internal control system by strengthening the research and implementation of internal control
management and risk management. Based on the risk assessment result and the needs of the Group adjust and improve
the relevant business processes in a timely manner to establish effective internal control system which would support the
smooth operations of the Company.
(2) Emphasizing on the importance of the internal control system within the Group. Providing training to managerial
personnel on the related laws and regulations regarding internal controls. This would enhance the awareness and level of
standardization of operation which could further improve the corporate governance structure.
(3) Regularly evaluating key controls in the business processes. Through the rectification of issues identified the
management and operational risks would be reduced which could lead to a better operation and compliant environment.
(4) Continuously improving the execution of internal controls. Constructing the internal control systems including internal
environment risk assessment control activities information and communication and internal supervision in accordance
with the requirements by the "Basic Standards for Enterprise Internal Control" in order to improve the systematization and
effectiveness of the internal control.
(5) Strengthening the management and control of high-risk areas through effective integration with the internal control
69ADAMA Ltd Annual Report 2025
evaluation system to ensure that the Group's major risks are under control. At the same time the existing internal control
system is continuously reviewed and improved along with the optimization of management processes which is to minimize
business risks and ensure the Group's sustainable stable and healthy development.For details please refer to the "2025 Annual Internal Control Self-Assessment Report" published by the Company on
www.cninfo.com.cn on March 28 2026.
2. Details of the Material deficiencies in internal control identified during the reporting period
□ Yes √ No
XII. Management and Control of the Company’s Subsidiaries during the Reporting
Period
Not applicable. Note: The Company did not add new subsidiaries during the reporting period.Abnormalities in the Management and Control of the Company’s Subsidiaries
□ Applicable □ Not applicable
XIII. Self-assessment Report or Audit Report on Internal Control
1. Self-assessment report on internal control
Date of disclosure of self-assessment
March 28 2026
report on internal control
Reference website of self-assessment
www.cninfo.com.cn
report on internal control
Rate of total Assets of Units within the
Assessment Scope Compared to Total
71.4%
Assets in the Consolidated Statements of
the Company
Rate of total Operating Income of Units
within the Assessment Scope Compared
71.1%
to Total Operating Income in the
Consolidated Statements of the Company
Criteria of Deficiency
Internal control not related to financial
Categories Internal control over financial reporting
reporting
Material Deficiency: Resulting in an adverse Material Deficiency:
opinion or disclaimer of opinion by the external 1) Fraud committed in the Company by any of its
auditor on the Company’s financial statements; or directors supervisors and senior management
Qualitative
resulting in a material correction of the Company’s personnel;
criteria
publicly announced financial statements. 2) The Company materially violates material laws
Significant Deficiency: Resulting in a qualified and regulations resulting in a material effect on
opinion by the external auditor on the Company’s the Company's business;
70ADAMA Ltd Annual Report 2025
financial statements; or resulting in an adverse 3) Material design deficiencies in the Company's
opinion or disclaimer of opinion by the external relevant management system;
auditor on the Company’s material subsidiaries’ 4) The Company materially violates the decision-
(i.e. Solutions) financial statements; or resulting in making process thereby causing a material
a significant correction of the Company’s material negative impact on the Company's business
subsidiaries’ (i.e. Solutions) publicly announced (generally related to matters that need to be
financial statements. In addition where no internal approved by the shareholders meeting or the
control or no relevant compensation control is board of directors).established or implemented for the accounting 5) Material impact to the Company’s reputation.treatment for unusual or special transactions. Significant Deficiency:
General Deficiency: Resulting in an unqualified 1) Significant fraud committed by any department
opinion with an explanatory paragraph by the head of the Company;
external auditor on the Company’s financial 2) Significant fraud committed by a head of any of
statements; or resulting in a qualified opinion or the Company’s material subsidiaries;
unqualified opinion with an explanatory paragraph 3) The Company violates significant laws and
by the external auditor on the Company’s regulations resulting in significant fines as well as
subsidiaries’ financial statements. a significant effect on the Company's business;
4) Significant design deficiencies found in the
Company's relevant management system;
Material design deficiencies are found in the
relevant management systems of subsidiaries;
5) The Company violates material decision-
making procedures resulting in a significant effect
on the Company's business (generally referred to
matters subject to senior management's
decision);
6) Material Subsidiaries violate decision-making
process thereby causing a material negative
impact on the Company's business (generally
referred to matters that need to be decided by the
shareholders’ meeting or the board of directors).
7) Significant impact to the Company’s reputation.
General Deficiency:
1) Fraud committed by any other personnel in the
Company;
2) Fraud committed by any other personnel in
material subsidiaries;
3) The Company materially violates material
internal regulations or non-materially violates
material laws and regulations resulting in
negative feedback from regulatory authorities;
4) There are other violations of laws and
regulations or internal regulations found in
material subsidiaries.
5) There are general design deficiencies in the
relevant management system of the Company;
other design deficiencies exist in the relevant
management system of the material subsidiaries;
6) The Company violates the decision-making
71ADAMA Ltd Annual Report 2025
process resulting in a negative impact on the
Company's business;
7) Material Subsidiaries violate decision-making
process resulting in a negative impact on the
Company's business.Material Deficiency:
The misstatement in financial report relates to an
Material Deficiency: Asset Loss ≥ RMB 150
amount that is greater than or equal to RMB 100
million
million.Significant Deficiency: RMB 80 million ≤ Asset
Quantitative Significant Deficiency:
Loss < 150 million RMB
criteria The misstatement in financial report relates to an
General Deficiency: Asset Loss < 80 million
amount that is greater than or equal to RMB 50
RMB
million but less than RMB 100 million.General Deficiency: Resulting in other
misstatement related amounts.Number of
material
deficiencies in
0
internal control
over financial
reporting
Number of
material
deficiencies in
internal control 0
not related to
financial
reporting
Number of
significant
deficiencies in
0
internal control
over financial
reporting
Number of
significant
deficiencies in
internal control 0
not related to
financial
reporting
2. Audit report on internal control
√ Applicable □ Not applicable
Audit opinion paragraph in the internal control audit report
Disclosure of internal control
Disclose
audit report
Date of disclosure of internal March 28 2026
72ADAMA Ltd Annual Report 2025
control audit report
Reference website of internal
www.cninfo.com.cn
control audit report
Type of audit opinion in the
Unqualified opinion.internal control audit report
Is there any material
deficiencies in internal control
No.not related to financial
reporting
Does the accounting firm issue non-standard audit opinion on internal control
□ Yes √ No
Is the opinion issued by accounting firm consistent with the opinion in the self-assessment report by the Board
√ Yes □ No
Was a qualified audit opinion on internal control issued during the reporting period or the previous year
□ Yes √ No
73ADAMA Ltd Annual Report 2025
XIV. Rectification of Problems Identified during the Self-examination Action Dedicated
for Corporate Governance of Listed Companies
According to the self-inspection results on special actions of corporate governance of listed companies in 2021 the
Company should carry out actions on a long-term basis to continuously enhance corporate governance in the following
aspects:
* Update relevant policies and procedures of corporate governance and internal control according to latest laws
regulations and regulatory requirements and in combination with the actual situation of the Company;
* Further strengthen training of the Company's directors supervisors and senior management of relevant laws and
regulations and further standardize their work and raise self-discipline awareness;
In the year of 2025 the Company undertook the following initiatives:
* CSRC and the Shenzhen Stock Exchange intensively revised and promulgated a series of regulations throughout the
year. To ensure the compliance of its management rules and policies with the updated regulatory requirements the
Company revised the following documents in 2025: Insider Registration and Management Policy (December 2025) Internal
Audit Management Rules Related-party Transaction Management Policy (December 2025) Articles of Association
(October 2025) Rules of Procedure for Board Meetings (October 2025) Rules of Procedure for Shareholders’ Meetings
(October 2025) Implementation Rules for the Audit Committee of the Board of Directors (October 2025) Implementation
Rules for the Nomination Committee of the Board of Directors (October 2025) Implementation Rules for the Remuneration
and Assessment Committee of the Board of Directors (October 2025) Information Disclosure Management Policy (October
2025) and Derivatives and Hedging Management Policy (March 2025).
In addition the Company has established the Suspension and Exemption Management Policy of Information Disclosure
and the Departure Management Policy for Board Directors and Senior Management Personnel.* The Company actively organizes directors supervisors and executives to participate in relevant training sessions given
by local offices of CSRC and the Stock Exchange and study various regulatory cases. The learning topics include typical
cases of short-term trading by directors supervisors and senior management of listed companies; annual report training;
interpretations of the latest corporate governance policies; and performance requirements for independent directors and
audit committee members. Recognizing that the majority of the Company's executives comprises foreign nationals training
materials are translated into English for overseas colleagues to ensure timely understanding of Chinese regulatory policies
thereby facilitating the thorough implementation of regulatory requirements across the Company's global operations.XV. Environmental Information Disclosure
Whether the listed company and its main subsidiaries are included in the list of enterprises that are re-
quired to disclose environmental information by law
√ Yes □No
Number of enterprises included in
the list of enterprises that are
required to disclose 4
environmental information by the
law
No. Company Name Index for disclosure of environmental reports
2025 Annual Report disclosed on the “Enterprise Environmental Information Disclo-
1 ADAMA Ltd.sure System (Hubei Province)”
74ADAMA Ltd Annual Report 2025
http://219.140.164.18:8007/hbyfpl/frontal/index.html#/home/enterpriseInfoXTXH=c39b8d32-
e200-4b1c-aba9-b8cbd7483407&XH=1677749854437009244672&year=2025
2025 Annual Report disclosed on the “Enterprise Environmental Information Disclo-sure System (Jiangsu Province)”
2 ADAMA Anpon (Jiangsu) Ltd. http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
webapp/web/viewRunner.htmlviewId=http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
webapp/web/sps/views/yfpl/views/yfplHomeNew/index.js
2025 Annual Report disclosed on the “Enterprise Environmental Information Disclo-sure System (Jiangsu Province)”
Maidao Branch of ADAMA
3 http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
Anpon (Jiangsu) Ltd.webapp/web/viewRunner.htmlviewId=http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
webapp/web/sps/views/yfpl/views/yfplHomeNew/index.js
2025 Annual Report disclosed on the “Enterprise Environmental Information Disclo-sure System (Jiangsu Province)”
4 ADAMA Huifeng (Jiangsu) Ltd. http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
webapp/web/viewRunner.htmlviewId=http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-
webapp/web/sps/views/yfpl/views/yfplHomeNew/index.js
The company is required to comply with the disclosure requirements for the chemical industry as stipu-lated in the “Self-regulatory Guidelines for Listed Companies on Shenzhen Stock Exchange: No. 3 - Dis-closure of Industry Information”.Any Environmental Incidents involving the Company during the Reporting Period
No.XVI. Social Responsibilities
The Company publicized the 2024 Corporate Social Responsibility Report on April 29 2025 at https://www.cninfo.com.cn/.In 2025 ADAMA achieved higher ESG ratings across multiple agencies including EcoVadis GreenEye in Israel and Wind
ESG Rating in China reflecting the continued strengthening of the Company’s ESG practices and the growing integration
of sustainability considerations across its operations.The Company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shenzhen StockExchange: No. 3 - Disclosure of Industry Information” specifically for the chemical sector.The Company’s performance in safety has maintained at a sound level with no material safety incident occurring during
the reporting period.The Company and each of its production subsidiaries have established a full production safety responsibility system in
accordance with the requirements of the Work Safety Law based on the structure and functions of each department and
various subsidiaries. A safety management grid was constructed with sufficient full-time production safety personnel
assigned. With production safety rules and regulations formulated the Company has guaranteed investment in production
safety funds materials technology and personnel and continuously improved production safety conditions through inherent
safe processes. To strengthen risk prevention and control it has also built a dual prevention mechanism for safety risk
classification and hidden risk detection and treatment. And smart HSE application systems were configured for major
hazardous source monitoring personnel positioning five-in-one management electronic work permits and on-site
75ADAMA Ltd Annual Report 2025
inspection so as to improve the quality of safety production and ensure the sound performance.The Company and its manufacturing subsidiaries have all passed the safety standardization audit for enterprises
(hazardous chemicals). It integrates the safety standardization with SinoChem’s “FORUS” system and continuously
promotes and effectively operates in all production subsidiaries.In terms of production processes chemicals of less hazards replaced more hazardous ones continuous reactions replaced
the batch-based ones and the principle of safety fundamentals were given priority by buying intermediates directly instead
of operating some high-risk reactions adopting automatic feeding silo instead of manual operation etc which all displays
an effective and efficient practice of prioritizing inherent safe. In terms of hardware the company continuously improves
and perfects the application of automation and implements a number of safety initiatives while being equipped with
automatic control alarms interlocks safety instrumentation systems emergency pressure relief and other safety devices
and instruments which provide multiple protections for safe production.In terms of management system the Company organically integrates and effectively implements the production safety
standardization system occupational health and safety management system process safety management system
SinoChem FORUS system etc. so that its safety management level has achieved remarkable progress and all of its
production subsidiaries in China have obtained ISO 9001 and ISO 14001 certifications.In terms of safe production education and training the Company has formulated a comprehensive annual training plan. A
training network with clear focus and resources from both internal and external was formed up to cover the entire workforce.It has invested sufficient funds and manpower to continuously improve the production safety capacity of the entire work-
force.During the reporting period the Company's production sites in China underwent a total of 68 inspections conducted by
government authorities of various levels and upper-level companies. No major accident hazards or administrative penalties
were recorded. All general defects identified during those inspections were addressed through rectification plans formu-lated in accordance with the “Five-Point Principle(designating responsible personnel establishing corrective measuressetting completion deadlines allocating resources and defining acceptance criteria)” and all rectified as scheduled.XVII. Enhancement of the results of poverty alleviation and rural revitalization
In serving China’s national rural revitalization strategy ADAMA actively fulfills its corporate social responsibilities and
participates in the activities of the national science and technology special delegations providing targeted assistance to
Jinchuan County in Aba Prefecture Sichuan Province and Danfeng County in Shangluo City Shaanxi Province. In April
2025 at the training of the national science and technology special delegation held in Jinchuan County an agronomist
from ADAMA sales team shared the know-how on pest and disease classification and explained the key points in
identification prevention and control schemes for common pests and diseases of important local crops especially the
timing solutions and key points in using crop protection products transforming cutting-edge pest and disease control
technology into easy-to-understand practical solutions. In June ADAMA’s agronomist representative in the national special
delegation went to Danfeng County to provide technical guidance for the development of the local edible mushroom and
grape industries assisting in rural revitalization and gaining recognition from the local agricultural and rural bureau.The Company’s subsidiary ADAMA Anpon has undertaken targeted assistance for Yuanzhuang Village in Huai’an City
which is a provincially designated economically disadvantaged village in accordance with the unified arrangements of the
Huai'an Municipal Party Committee and Municipal Government. In 2025 it allocated 100000 yuan in assistance funds to
support river channel and drainage ditch clearance. Therefore the entire village was equipped with sanitation facilities to
enhance the living environment; and a project of lighting upgrades was also carried out for rural roads.
76ADAMA Ltd Annual Report 2025
Section V - Significant Events
I. Performance of commitments
1. Commitments completed by the Company the shareholders the actual controllers the purchasers or the other related parties during the Reporting
Period and those hadn’t been completed execution up to the period-end
√ Applicable □ Not applicable
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
Commitment - - - - - -
on share
reform
1. The business of ChemChina’s subsidiaries - Regarding Regarding
Jiangsu Anpon Electrochemical Co. Ltd. Anhui commitment 1 Commitment 1
Petroleum Chemical Group Co. Ltd. Shangdong September 6 completed.Dacheng Agrochemical Co. Ltd. Jiamusi Heilong 2020 The committed party
Agrochemicals Co. Ltd. and Hunan Haohua (According to complies with the
Commitment
Chemical Co. Ltd. and its subsidiary are the same or the commitments:(1)
in the
Commitments similar business as the main business of ADAMA. As commitments ChemChina had
acquisition
on the for horizontal domestic competition ChemChina September 7 made by transferred its shares
report or the
horizontal committed to gradually eliminate such kind of 2013 ChemChina on in Anpon to ADAMA;
report on ChemChina
competition horizontal competition in the future and to fight for the October 12 (2) ChemChina had
equity
internal assets reconstruction to adjust the industrial 2016 the date transferred its shares
changes
plan and business structure to transform technology to eliminate the in Jiamusi Heilong to
and to upgrade products to divide the market so as domestic a third party such
to make each corporation differ in the products and horizontal that. Jiangmusi
its ultimate users according to the securities laws and competition Heilong is no longer
regulations and industry policy within 7 years thus to between the a subsidiary of
77ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
eliminate the current domestic horizontal competition Company and ChemChina; (3)
between ChemChina’s controlled subsidiaries and Jiangsu Anpon Shangdong Dacheng
ADAMA. Electrochemical is not a subsidiary of
2. Other than the existing and potential horizontal Co. Ltd. Anhui CNAC and doesn’t
competition stated in the acquisition report Petroleum carry out
ChemChina will take effective measures to avoid Chemical agrochemical
engagements by itself and its controlled subsidiaries Group Co. Ltd. business; (4)
in new business that is in the same or similar and Jiamusi ChemChina is not
business to ADAMA within the territory in future. 3. If Heilong the actual controller
ChemChina or its controlled subsidiaries Agrochemicals of Haohua; (5)
domestically conduct related business which form Co. Ltd. is CNAC the wholly-
horizontal competition with ADAMA in the future January 4 owned subsidiary of
ChemChina will actively take steps to gradually 2022). ChemChina signed
eliminate the competition the concrete measures Regarding an Entrusted
including but not limited to internal assets commitments 2 Operation and
reorganization (including putting the business into and 3 long Management
ADAMA or operated through ADAMA) to adjust the term. Agreement as well
industrial plan and business structure to modify as Supplemental
technology and to upgrade products to segment the Agreements with the
market so as to distinguish each corporation in terms Company and
of products and its end users thus to avoid and entrusted the
eliminate domestic horizontal competition between operation and
ChemChina’s controlled subsidiaries and ADAMA. management of
Anhui Petrochemical
Co. Ltd.to the
Company.Regarding
commitments 2 and
3 On-going.
The committed party
78ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
complies with the
commitments.ChemChina will comply with laws regulations and
other regulatory documents to avoid and reduce
related-party transactions with ADAMA. However for
related-party transactions that are inevitable or based
on reasonable grounds ChemChina will follow the
market principles of just fairness and openness and
enter into agreement(s) legally and go through lawful
procedures. ChemChina will honor its disclosure
obligations and apply for relevant approvals
according to the AoA of ADAMA rules regarding
Commitments
related-party transactions and relevant regulations
on the On-going.not impairing the lawful rights and interest of ADAMA September 7
independence The committed party
ChemChina and its shareholders by related-party transactions. 2013 and Long term
of ADAMA and complies with the
After completion of the acquisition transaction January 7 2020
related- party commitments.ADAMA will continue to keep complete procurement
transactions
production and sales systems and to possess
independent intellectual properties. ChemChina and
its affiliated parties will be completely independent
from ADAMA in terms of staff assets finance
business and organization. ADAMA will have full
capacity of operation in Chinese agricultural chemical
market. ChemChina will continue to follow the
Company Law and Securities Law so as to avoid any
action that may impair the operating independence of
ADAMA.ChemChina will keep taking appropriate measures to January 7 2020 January 4 Completed.Commitments
resolve the same issue between ADAMA and Anhui 2022 The committed party
ChemChina on horizontal
Petrochemical Co. Ltd. within four years after complies with the
competition
ADAMA buys 100% shares of ADAMA Solutions commitments.
79ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
through the issuance of shares to CNAC and finishes CNAC the wholly-
the raising of supporting finance in accordance with owned subsidiary of
the original commitments as well as various the ChemChina signed
requirements of securities laws and regulations and an Entrusted
industry policies. Operation and
Management
Agreement as well
as Supplemental
Agreements with the
Company and
entrusted the
operation and
management of
Anhui Petrochemical
Co. Ltd. to the
Company.Note: On January 4
2018 ADAMA
completed the
purchase of the
shares of ADAMA
Agricultural Solutions
Ltd. and the raising
of supporting
finance.Based on a preliminary review ChemChina believes The commitment
that Syngenta A.G. and ADAMA may have horizontal January 7 party fulfilled and
January 7 2020
competition to some extent. It will further analyze 2025 complied with the
confirm and specify if the two companies share the commitments by way
80ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
same or similar businesses and products in terms of of entrusted
business content suppliers and customers product management (Note
substitution processes and core technologies and 1)：Syngenta AG
distribution channels etc. If the result will be positive (SAG) entered into a
ChemChina will gradually solve the issue within 5 Entrusted
years after the issuance of this Letter by taking Management
appropriate measures including but not limited to Agreement with the
internal asset restructuring industrial planning and Company whereby
business structure adjustment technology SAG has entrusted
transformation and product upgrading market the Company with
segmentation or other feasible solutions in the right and
accordance with the requirements of securities laws responsibility of
and regulations and industry policies. managing the
entrusted business
of overlapping
products between
the Company and
SAG.Once Sinofert and Sinochem Agriculture are the
As of now the two
subsidiaries of ChemChina ChemChina will analyze if
companies do not
there are same or similar businesses among the three
constitute horizontal
subsidiaries. If the result will be positive ChemChina
competition with the
will then propose corresponding solutions for any January 7 2020 Long term
Company.business or product that constitutes competition in
The committed party
accordance with the requirements of applicable laws
complies with the
regulations and regulations to solve the issue of
commitments.horizontal competition.
81ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
On-going.Other than the foregoing none of the main business
The committed party
of ChemChina and other controlled subsidiaries is January 7 2020 Long term
complies with the
the same or similar to that of ADAMA.commitments.ChemChina will continue to take effective measures
to prevent itself and its other subsidiaries from
adding new businesses in the future that are the
same as or similar to those of ADAMA.If ChemChina or any of its other subsidiaries
develops related businesses that constitutes
horizontal competition against the domestic business On-going.of ADAMA in the future it will actively take relevant The committed party
January 7 2020 Long term
measures including but not limited to asset complies with the
restructuring adjustment of industrial planning and commitments.business structure technological transformation and
Product upgrades market segmentation and other
feasible solutions so that each enterprise will be
different in their portfolio and end users and avoid
and eliminate the horizontal competition with
ADAMA.From the effective date of the Commitment Letter if On-going.ChemChina violates the above commitments it Long term The committed party
January 7 2020
should compensate ADAMA for the losses or effective complies with the
expenses suffered or incurred by the violation. commitments.Commitment to This acquisition will not materially adversely affect continue to be On-going.Sinochem September 16
maintain the the independence of ADAMA in terms of staff assets effective during The committed party
Holdings 2021
independence finance business and organization. the period that complies with the
82ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
of ADAMA After completion of the acquisition transaction Sinochem commitments.ADAMA will continue to keep complete procurement Holdings
production and sales systems and to possess controls
independent intellectual properties. Sinochem ADAMA
Holdings and its affiliated parties will strictly abide by
the relevant provisions on the independence of listed
companies in relevant laws regulations and
normative documents and be completely
independent from ADAMA in terms of staff assets
finance business and organization so as to ensure
ADAMA will have full capacity of operation in
Chinese agricultural chemical market. Sinochem
Holdings will follow related regulations in Company
Law and Securities Law and avoid engagement in
any action that impairs the operating independence
of ADAMA.continue to be
With regard to the present or future possible effective during
On-going.competition between the subsidiaries of ChemChina the period that
September 16 The committed party
and ADAMA Sinochem Holdings will earnestly urge Sinochem
2021 complies with the
ChemChina to fulfill its commitments to ADAMA to Holdings
commitments.avoid horizontal competition. controls
Commitments
ADAMA
Sinochem on the
As for the horizontal competition between Sinochem
Holdings horizontal
Holdings’ subsidiaries and ADAMA arising from this
competition
equity transfer Sinochem Holdings will according to On-going.the requirements of relevant securities regulatory September 16 September 16 The committed party
authorities within five years from the effective date of 2021 2026 complies with the
this letter of commitment comprehensively use commitments.entrusted management asset reorganization equity
replacement/transfer business merger/adjustment or
83ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
other legal means to steadily promote the integration
of related assets or businesses that meet the
requirements of injection into ADAMA in line with the
principle of benefiting the development of ADAMA
and safeguarding shareholders' interests especially
those of minority shareholders.Sinochem Holdings will strictly abide by the relevant
laws regulations and normative documents AOA
continue to be
and other internal management system of ADAMA
effective during
exercise the rights of shareholders according to the On-going.the period that
law through the equity relationship in line with the September 16 The committed party
Sinochem
principle of state ownership and hierarchical 2021 complies with the
Holdings
management of state-owned assets properly handle commitments.controls
matters involving ADAMA's interests and shall not
ADAMA
use the control position to seek improper interests or
transfer interests.Sinochem Holdings and its controlled subsidiaries
will as required by law regulation and other
specifications avoid and reduce related party
transactions with ADAMA; however for the related
continue to be
party transactions that are inevitable or based on
effective during
Commitment to reasonable grounds Sinochem Holdings and its On-going.the period that
Sinochem standardize controlled subsidiaries will strictly abide by the September 16 The committed party
Sinochem
Holdings related-party relevant laws regulations and normative documents 2021 complies with the
Holdings
transactions and relevant systems of ADAMA legally enter into commitments.controls
agreement(s) by law go through lawful procedures
ADAMA
ensure fair pricing and perform its disclosure
obligations. Sinochem Holdings and its controlled
subsidiaries warrant that no related party transaction
will be done to impair lawful rights and interest of
84ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
ADAMA and its shareholders.The commitments
The subsidiaries controlled by ChemChina namely listed in the left
Anpon HH Maidao Anhui Petrochemical and column have been
Heilong as well as their subsidiaries are in similar or completed.the same business as ADAMA. For the horizontal The committed party
competition in China ChemChina commits to take complies with the
appropriate actions to solve the horizontal commitments: (1) the
competition between its subsidiaries and ADAMA reorganization i.e.step-by-step in an appropriate way within 4 years the issuance of
after completion of the reorganization in accordance shares to CNAC for
with securities laws regulations and sector/industrial purchasing assets
policies. and implementation
The means by which ChemChina addresses the of private placement
Commitments Commitments horizontal competition include but are not limited to completed on
made at the on the the following January 4 January 4 2018; (2)
ChemChina October 12 2016
time of assets horizontal ADAMA acquires crop protection-related assets 2022 Anpon merged with
reorganization competition under ChemChina. ADAMA holds or controls other Maidao and
crop protection-related assets of ChemChina in line ChemChina’s shares
with national laws and by reasonable commercial in Anpon had been
means such as entrusted operation. ChemChina transferred to
divests other crop protection-related assets or ADAMA; (3)
transfers the control power of such subsidiaries to ChemChina had
external parties. ChemChina reorganizes internal transferred its shares
assets adjusts sector planning and business in Heilong to a third
structure upgrades technologies and products and party. Heilong is no
makes market segmentation so that each company longer a subsidiary
will differentiate its products and end users to of ChemChina; (4)
eliminate horizontal competition between the HH withdrew from
subsidiaries controlled by ChemChina and ADAMA. the agrochemical
business;(5) CNAC
85ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
the wholly-owned
subsidiary of
ChemChina signed
an Entrusted
Operation and
Management
Agreement as well
as Supplemental
Agreements with the
Company and
entrusted the
operation and
management of
Anhui Petrochemical
Co. Ltd. to the
Company.ChemChina will take effective actions to avoid that it
or its controlled subsidiaries will add new business in
China same or similar to ADAMA.If ChemChina or its controlled subsidiaries will in the
future be engaged in business in China that
Commitments constitutes horizontal competition with ADAMA On-going.on Potential ChemChina will take active actions including but not The committed party
ChemChina October 12 2016 Long term
Horizontal limited to reorganizing internal assets adjusting complies with the
Competition sector planning and business structure upgrading commitments.technologies and products and making market
segmentation so that each company will differentiate
its products and end users to avoid and eliminate
horizontal competition between the subsidiaries
controlled by ChemChina and ADAMA.ChemChina Commitment to ChemChina will as required by law regulation and August 4 2016 Long term On-going.
86ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
reduce and other specifications avoid and reduce related party The committed party
standardize transactions with ADAMA; however for the related complies with the
related-party party transactions that are inevitable or based on commitments.transactions reasonable grounds ChemChina will follow the just
fairness and open principles in market legally enter
into agreement(s) by law go through lawful
procedures and perform its disclosure obligations
and approving procedures as required by related
systems and regulations. ChemChina warrants that
no related party transaction will be done to impair
lawful rights and interest of ADAMA and its
shareholders.After completion of the acquisition transaction
ADAMA will continue to keep complete procurement
production and sales systems and to possess
independent intellectual properties and ChemChina
Commitment to and its affiliated parties will be completely On-going.maintain independent from ADAMA in terms of staff assets The committed party
ChemChina August 4 2016 Long term
independence finance business and organization and ADAMA will complies with the
of the ADAMA have full capacity of operation in Chinese agricultural commitments.chemical market. ChemChina will follow related
regulations in Company Law and Securities Law and
avoid engagement in any action that impairs the
operating independence of ADAMA.Commitments -- -- -- -- -- --
made at IPO or
refinancing
Share incentive -- -- -- -- -- --
commitments
87ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
Other Syngenta Commitments November 1
I. Companies that are controlled by Syngenta Group The commitment
commitments to Group on Horizontal 2021 and have horizontal competition with ADAMA party fulfilled and
the company's Competition complied with the
minority After reviewing as of the date of issuance of the commitments by way
shareholders commitment letter there is a small amount of overlap of entrusted
in the field of off-patent crop protection products management (Note
between SAG a subsidiary of Syngenta Group and 1)：1. SAG entered
the Company and a small amount of overlap in the into a Entrusted
field of active ingredients and formulation products Management
between Yangnong Chemical Co. Ltd. (hereinafter Agreement with the
referred to as "YN Chemical") and the Company. In Company whereby
both cases such small overlap is not causing a SAG has entrusted
negative impact on any of the subject companies. the Company with
Except for the aforementioned scenarios the major the right and
business of Syngenta Group and other companies responsibility of January 7
controlled by Syngenta Group does not operate the managing the 2025
same or similar business with the Company. entrusted business
of overlapping
II. Commitment and timetable to address the products between
horizontal competitions mentioned above the Company and
SAG. 2. YN
In accordance with and in compliance with the
Chemical entered
applicable laws regulations and relevant regulatory
into a Entrusted
requirements then in effectiveness Syngenta Group
Management
will adopt appropriate measures to gradually solve
Agreement with the
the horizontal competitions among SAG YN
Company in respect
Chemical and the Company within 5 years after the
of the overlapping
issuance of Supplemental Commitment Letter of
products between
China National Chemical Corporation on Avoiding
the Company and
Horizontal Competition with ADAMA by ChemChina
YN Chemical YN
on January 7 2020. The aforementioned solutions
Chemical entrusts
include but not limited to:
88ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
the Company with
(1) Asset restructuring: adopt different methods
the right and
permitted by relevant laws regulations and
responsibility of
regulatory policies such as cash or issuance of
managing the
shares to purchase assets asset replacement asset
entrusted business
transfer or other feasible restructuring methods.of some overlapping
Assets are sorted out and reorganized to eliminate
products; in return
the overlap of relevant businesses;
the Company
(2) Adjust industry planning and business structure: entrusts YN
sort out business boundaries realize business Chemical with the
differentiation through asset transactions business right and
divisions and other different methods including but responsibility of
not limited to business composition product grades managing the
application areas and customer groups. Syngenta entrusted business
Group will try its best to achieve differentiated of the rest of
business operations; overlapping
products.
(3) Technological transformation and product
upgrade: achieve product differentiation through
appropriate technological transformation and product
upgrade and Syngenta Group will try its best to
achieve differentiated operations;
(4) Market segmentation: signing agreements while
taking into consideration of the business and other
factors to appropriately divide the market;
(5) Entrusted management: by signing an
entrustment agreement one party will delegate the
decision-making and management involved in the
operation of the overlapped assets to the other party
for unified management;
89ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
(6) Establish a joint venture company: jointly
establish a company in an appropriate way;
(7) Other feasible solutions within the scope
permitted by relevant laws regulations and
regulatory policies.The implementation of the above-mentioned
resolution is based on the implementation of the
necessary review procedures for listed companies
the approval procedures of the securities regulatory
authority and relevant authorities (including but not
limited to the antitrust review that may be applicable)
in accordance with relevant laws and regulations
and the information disclosure obligations should be
fulfilled according to relevant laws and regulations.III. Syngenta Group’s commitment to potential
horizontal competition with the Company in the future
Syngenta Group will continue to take effective
measures to prevent itself and its controlled continue to be
companies from having new businesses that are the valid during the
same or similar to the Company’s domestic business period when On-going.November 1
in the future. If Syngenta Group or a company Syngenta The committed party
2021
controlled by Syngenta Group develops related Group is the complies with the
businesses that constitute horizontal competition with controlling commitments.the Company’s domestic business in the future shareholder of
Syngenta Group will actively take relevant measures the Company
including but not limited to asset restructuring
adjustment of industry planning and business
structure technological transformation and product
upgrades market segmentation or other feasible
90ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
solutions to differentiate between products and end
users of each company so as to avoid and eliminate
horizontal competition between Syngenta Group or
the company controlled by the Syngenta Group and
the Company.If Syngenta Group breaches the above undertakings
it will bear the corresponding legal liabilities in
accordance with the relevant laws and regulations
including the Guidelines for the Supervision of Listed
Companies No. 4 - Undertakings and Performance
by Actual Controllers Shareholders Related Parties
Purchasers of Listed Companies and Listed
Companies.The letter of commitment will take effect on the date
of signing and will continue to be valid during the
period when Syngenta Group is the controlling
shareholder of the Company.Other -- -- -- -- --
--
commitments
Whether the
commitments
Yes please see “Fulfillment” in this table for details.are fulfilled on
time
If the
commitment is
overdue the
--
specific reasons
for not
completing the
91ADAMA Ltd Annual Report 2025
Commitment Commitment Time of making Period of
Commitment Contents Fulfillment
maker type commitment commitment
performance
and the next
work plan
should be
explained in
detail.Note 1: On November 6 2024 the Company held the 7th meeting of the 10th session of the Board of Directors to review the ‘Proposal on Signing of the Entrusted Management
Agreement with Related Parties’ and disclosed the ‘Announcement on the Signing of the Entrusted Management Agreement with Related Parties’ (No. 2024-55). On November
22 2024 the Company held the 3rd interim shareholders meeting in 2024 to review and approve the ‘Proposal on Signing of the Entrusted Management Agreement with Related
Parties’ Syngenta Group as a related party of the Company abstained from voting. On December 30 2024 the Company held the 9th meeting of the 10th session of the Board
of Directors to consider the ‘Proposal on Amendments to Certain Terms of the Entrusted Management Agreement’.The original entrusted management measure and its adjustment are concrete measures taken by ChemChina and Syngenta Group to fulfil its undertakings on the resolution of
the horizontal competition. ChemChina and Syngenta Group in accordance with the ways as set forth in the undertakings and through the aforementioned arrangement conferred
the management right of the Entrusted Business related to the Overlapping Products between the Company and SAG to the Company and conferred the management right of
the Entrusted Business related to the Overlapping Products between the Company and YN Chemical to the Company or YN Chemical respectively to fulfill the undertakings
made to the capital market and to protect the long-term interests of the Company.ChemChina and Syngenta Group have taken measures to effectively avoid conflicts of interest arising from horizontal competition and the interests of small and medium
shareholders of the Company can be effectively protected. The Company shall conscientiously implement the agreement and urge the counterparty to conscientiously implement
the agreement and safeguard the legitimate rights and interests of the Company and all shareholders.
92ADAMA Ltd Annual Report 2025
2. Assets or projects with profit forecast still relevant for forecast period
□Applicable √Not applicable
3. Performance Commitments of the Company
□Applicable √Not applicable
II. Inadequate use of Company’s capital by the controlling shareholder or by its
related parties for non-operating purposes
□ Applicable √ Not applicable
No such situation occurred during the Reporting Period.III. Non-compliance with external guarantees
□ Applicable √ Not applicable
No such cases during the reporting period.IV. Explanation by the board of directors on the latest "non-standard audit report"
□ Applicable √ Not applicable
V. Explanation by the Board of Directors and independent directors (if any)
regarding “non-standard audit report” issued by Company’s auditor for the
Reporting Period
□ Applicable √ Not applicable
VI. Changes in accounting standards accounting estimates or corrections of
significant accounting errors compared to last financial report
□ Applicable √ Not applicable
93ADAMA Ltd Annual Report 2025
VII. Change of the consolidation scope as compared with the financial reporting of
last year
□Applicable √ Not applicable
VIII. Engagement of Company’s Auditor
Auditor engaged at present
Name of domestic Auditor KPMG Huazhen LLP Certified Public Accountants
Remuneration for domestic Auditor for the
315
Reporting Period (RMB Ten Thousand Yuan)
Consecutive years of the audit services
provided by domestic Auditor
Name of domestic accountants Wang Jia and Wang Shan
Consecutive years of the audit services
1
provided by the domestic accountants
Name of overseas Auditor Not applicable
Remuneration for overseas Auditor for the
--
Reporting Period (RMB Ten Thousand Yuan)
Consecutive years of the audit services
--
provided by overseas Auditor
Name of overseas accountants --
Consecutive years of the audit services
--
provided by the overseas accountants
Change of the Auditor during the reporting period
√ Yes □ No
Change of the Auditor during the audit period
□ Yes √ No
Has the approval process been followed for change of the Auditor
√ Yes □ No
Detailed explanation of change of the Auditor
The Company’s former auditor Deloitte Touche Tohmatsu has been providing audit services to the Company for 8
consecutive years. According to the relevant provisions of the " Measures for Selecting Accounting Firms for State owned
Enterprises and Listed Companies" (Caikuai [2023] No. 4) taking into account the actual situation of the Company and
the demand for future audit services the Company approved to engage KPMG Huazhen as the auditor of the Company
for 2025 for both the financial statements audit and the internal control audit. The total audit fee for 2025 was RMB 3.15
million out of which RMB 2.25 million was for the financial statements audit and RMB 0.9 million was for the internal
control audit.Engagement of the Auditor for internal control financial adviser or sponsor
√ Applicable □ Not applicable
As described above during the reporting period the Company engaged KPMG Huazhen as the auditor for 2025 internal
94ADAMA Ltd Annual Report 2025
control audit of the Company. The fee for the internal control audit was RMB 0.9 million.IX. Trading termination of Company’s securities that the Company will face after the
disclosure of this annual report
□ Applicable √ Not applicable
X. Bankruptcy and reorganization
□ Applicable √ Not applicable
No such cases in the Reporting Period.XI. Material Legal Claims/proceedings
□ Applicable √ Not applicable
No such cases in the Reporting Period.Litigations disclosed by the Company during the reporting period and as of the disclosure date of the annual report.Whether
Result of the Enforcement
Amount to
Overview of Progress of Litigation (or of the
Involved generate Disclosure
Litigation (or Litigation (or Arbitration) Litigation (or Disclosure Index
(RMB any Date
Arbitration) Arbitration) and the Arbitration)
'0000) estimated
Impact Judgement
liabilities
The Company 6454 No In April 2025 The On June 30 April 4
Announcement on
filed an Shanghai Company 2025 the 2025
the Progress of the
arbitration International shall make Company
Arbitration Matters
application with Arbitration Center accounting signed an
about Fulfillment of
Shanghai rendered an treatment in agreement with
Performance
International award in respect accordance Jiangsu
Commitments
Economic and of the arbitration with the Huifeng
Related to a
Trade according to relevant stipulating that
Controlled
Arbitration which the provisions of the mutual
Subsidiary
Commission respondent shall the payments
(Announcement
(Shanghai pay the Company Accounting determined by
No. 2025-16)
International the price Standards for the arbitral
Arbitration adjustment Business tribunal in this Disclosed at the
Center) as the payment of Enterprises case and the website CNINFO
applicant RMB45000000 and the case of
www.cninfo.com.cn
requesting that yuan the damage specific payment for
Jiangsu compensation for results of the equity transfer
Huifeng Bio- failure to pay the treatment and between the
agriculture Co. price adjustment the impact on Company and
Ltd. (the amount on time the Jiangsu
"respondent") and a certain Company's Huifeng shall
95ADAMA Ltd Annual Report 2025
Whether
Result of the Enforcement
Amount to
Overview of Progress of Litigation (or of the
Involved generate Disclosure
Litigation (or Litigation (or Arbitration) Litigation (or Disclosure Index
(RMB any Date
Arbitration) Arbitration) and the Arbitration)
'0000) estimated
Impact Judgement
liabilities
pay the proportion of fees profit for the be offset
Company the for the attorney current and against each
price and the arbitration the following other.adjustment as well as other periods shall According to
payment of expenses be subject to the above
RMB incurred by the the final audit agreement
64535827 Company for results of the after
yuan the initiating the case. accounting calculation
compensation firm. The Jiangsu
for the losses Company Huifeng shall
attorney fee does not pay the offset
and all costs expect balance to the
incurred by the material Company. On
applicant for impact on its July 9 2025
initiating the profit or loss. Jiangsu
arbitration Huifeng has
including the paid the
arbitration fee. balance of
RMB 34669 to
the Company.The above
arbitration
award has
been fully
performed.The plaintiff 92 No The Intermediate Given that the / August 20
Announcement on
requested that People's Court of second 2025
Voluntary
the three Wuhan Hubei instance of
Disclosure of the
defendants Province heard the litigation
Progress of the
(China National the case in March has been
Company’s
Chemical 2025 and issued heard and
Involvement in
Corporation its first instance the court has
Litigation
Limited judgment in not rendered
(Announcement
Syngenta August. The court a judgement
No. 2025-27)
Group Co. Ltd. ruled that the as of now
and ADAMA plaintiff's claim there is Disclosed at the
Ltd.) be jointly lacked factual and uncertainty as website CNINFO
liable for the legal basis and to the
96ADAMA Ltd Annual Report 2025
Whether
Result of the Enforcement
Amount to
Overview of Progress of Litigation (or of the
Involved generate Disclosure
Litigation (or Litigation (or Arbitration) Litigation (or Disclosure Index
(RMB any Date
Arbitration) Arbitration) and the Arbitration)
'0000) estimated
Impact Judgement
liabilities
plaintiff's was not validated. decision and www.cninfo.com.cn
investment Therefore the thus its
losses of RMB court dismissed impact on the
916135 the plaintiff's Company’s
caused to the claims and profits for the
plaintiff due to ordered the current or
the failure to plaintiff to bear future
complete the the litigation costs periods.commitments for this case.and the failure The Company
to fulfill the received a civil
information appeal because
disclosure the plaintiff has
obligations as been dissatisfied
well as the with the first-
litigation costs. instance
judgment. He has
filed an appeal
with Hubei
Provincial Higher
People's Court
and requested
that the first-
instance
judgment be
revoked the case
be remanded for
retrial or the
judgment be
amended and
that the appellees
bear the litigation
costs.
97ADAMA Ltd Annual Report 2025
XII. Punishment and rectification
□ Applicable √ Not applicable
None during the Reporting Period.XIII. Credibility of the Company its controlling shareholders and actual controller
√ Applicable □ Not applicable
The Company’s controlling shareholder and actual controller are in good credibility status. They are not in the situation that
the effective judgment of the court was not executed and the large amount of debt was not repaid when due during the
reporting period.
98ADAMA Ltd Annual Report 2025
XIV. Significant related-party transactions
1. Related-party transactions in the ordinary course of business
√ Applicable □Not applicable
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Purchasing
Under the Related-Party
Syngenta AG raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
and its subsidi- als and prod- Market price 89964 5.65% 118797 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
aries ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Bluestar (Bei- Under the Related-Party
raw materi-
jing) Chemical same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 891 0.06% 1 Yes N/A March 142025
Machinery Co. of Sinochem materials/products price ment the Ordinary
ucts from re-
Ltd. Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
99ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Purchasing
Under the Related-Party
Jiangsu raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
Huaihe Chemi- als and prod- Market price 6916 0.43% 16500 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
cals Co. Ltd. ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Under the Related-Party
Sinochem Oil raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
(Hainan) als and prod- Market price 2914 0.18% 6250 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
Co. Ltd. ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Sinochem Purchasing Announcement
Under the
Nengke Car- raw materi- on Expected
same control Purchase of raw Market Cash Settle-
bon Assets als and prod- Market price - - 1250 No N/A March 142025 Related-Party
of Sinochem materials/products price ment
Operation ucts from re- Transactions in
Holdings
Co. Ltd. lated parties the Ordinary
Course of
100ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Announcement
on Expected
Purchasing
Sinochem Pet- Under the Related-Party
raw materi-
rochemical same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 1104 0.07% 1000 Yes N/A March 142025
Sales of Sinochem materials/products price ment the Ordinary
ucts from re-
Co. Ltd. Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Under the Related-Party
Sinochem He- raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
bei Co. als and prod- Market price 93 0.01% 902 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
Ltd. ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Purchase of raw Market Cash Settle-
Jiangsu Youjia Under the Purchasing Market price 15654 0.98% 25235 No N/A March 142025 Announcement
materials/products price ment
Plant same control raw on Expected
101ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Protection of Sinochem materials Related-Party
Co. Ltd. Holdings and products Transactions in
from related the Ordinary
parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Hangzhou Purchasing
Under the Related-Party
(Torch) Xidou raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
Door Film In- als and prod- Market price 3 0.00% 6 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
dustry Co. ucts from re-
Holdings Course of Busi-
Ltd. lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Zhonglan In- Under the Related-Party
raw materi-
ternational same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 454 0.03% 566 No N/A March 142025
Chemical of Sinochem materials/products price ment the Ordinary
ucts from re-
Co. Ltd. Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
102ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Liaocheng Luxi Announcement
Polyol New on Expected
Purchasing
Material Tech- Under the Related-Party
raw materi-
nology Co.Ltd. same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 4214 0.26% 3750 Yes N/A March 142025
Liaocheng Luxi of Sinochem materials/products price ment the Ordinary
ucts from re-
Methylamine Holdings Course of Busi-
lated parties
Chemical ness in 2025
Co. Ltd. (No.2025-11)
Announcement
on Expected
Purchasing
Under the Related-Party
Ningxia Ruitai raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
Technology als and prod- Market price 21 0.00% 125 No N/A March 142025
of Sinochem materials/products price ment the Ordinary
Co.Ltd. ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Purchasing Announcement
Under the
raw materi- on Expected
same control Purchase of raw Market Cash Settle-
Sinofert als and prod- Market price 63 0.00% 125 No N/A March 142025 Related-Party
of Sinochem materials/products price ment
ucts from re- Transactions in
Holdings
lated parties the Ordinary
Course of
103ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Announcement
on Expected
Purchasing
Under the Related-Party
raw materi-
Sinochem same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 1712 0.11% 4253 No N/A March 142025
Agro Co.Ltd. of Sinochem materials/products price ment the Ordinary
ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Jiangsu Under the Related-Party
raw materi-
Yangnong same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 84 0.01% 17088 No N/A March 142025
Chemical of Sinochem materials/products price ment the Ordinary
ucts from re-
Co. Ltd. Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Purchase of raw Market Cash Settle-
Sinochem Under the Purchasing Market price 274 0.02% 3719 No N/A March 142025 Announcement
materials/products price ment
Crop same control raw on Expected
104ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Protection of Sinochem materials Related-Party
Products Holdings and products Transactions in
Co. Ltd. from related the Ordinary
parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Under the Related-Party
ELKEM raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
SILICONES als and prod- Market price 372 0.02% - - N/A March 142025
of Sinochem materials/products price ment the Ordinary
BRASIL LTDA ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
China Bluestar Purchasing
Under the Related-Party
Chengrand raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
Research Insti- als and prod- Market price 1 0.00% - - N/A March 142025
of Sinochem materials/products price ment the Ordinary
tute Chemical ucts from re-
Holdings Course of Busi-
Industry lated parties
ness in 2025
(No.2025-11)
105ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Purchasing
Under the Related-Party
Shenyang Sci- raw materi-
same control Purchase of raw Market Cash Settle- Transactions in
encreat Chem- als and prod- Market price 56 0.01% - - N/A March 142025
of Sinochem materials/products price ment the Ordinary
icals Co. Ltd. ucts from re-
Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Purchasing
Shandong Under the Related-Party
raw materi-
Dacheng Agro- same control Purchase of raw Market Cash Settle- Transactions in
als and prod- Market price 140 0.01% - - N/A March 142025
chemical Com- of Sinochem materials/products price ment the Ordinary
ucts from re-
pany Limited Holdings Course of Busi-
lated parties
ness in 2025
(No.2025-11)
Shenyang Purchasing Announcement
Under the
Chemical Insti- raw materi- on Expected
same control Purchase of raw Market Cash Settle-
tute Testing als and prod- Market price 3 0.00% - - N/A March 142025 Related-Party
of Sinochem materials/products price ment
Technology ucts from re- Transactions in
Holdings
Co. Ltd. lated parties the Ordinary
Course of
106ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Announcement
on Expected
Under the Purchasing Related-Party
Bluestar Engi-
same control fixed assets Purchase of fixed Market Cash Settle- Transactions in
neering Market price - - 3375 No N/A March 142025
of Sinochem from related assets price ment the Ordinary
Co.Ltd.Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Bluestar (Bei- Under the Purchasing Related-Party
jing) Chemical same control fixed assets Purchase of fixed Market Cash Settle- Transactions in
Market price - - 313 No N/A March 142025
Machinery of Sinochem from related assets price ment the Ordinary
Co. Ltd. Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Purchase of fixed Market Cash Settle-
Huaxia Under the Purchasing Market price 5 0.00% - - N/A March 142025 Announcement
assets price ment
Hanhua same control fixed assets on Expected
107ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Chemical of Sinochem from related Related-Party
Equipment Holdings parties Transactions in
Co. LTD the Ordinary
Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Under the Related-Party
Syngenta AG materials
same control Market Cash Settle- Transactions in
and its subsidi- and products Selling products Market price 79588 2.76% 114794 No N/A March 142025
of Sinochem price ment the Ordinary
aries to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Under the Related-Party
Jiangsu materials
same control Market Cash Settle- Transactions in
Huaihe Chemi- and products Selling products Market price 8101 0.28% 19488 No N/A March 142025
of Sinochem price ment the Ordinary
cals Co. Ltd. to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
108ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Selling raw
Under the Related-Party
materials
same control Market Cash Settle- Transactions in
Sinofert and products Selling products Market price 5498 0.19% 14825 No N/A March 142025
of Sinochem price ment the Ordinary
to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Under the Related-Party
Jiangsu Youjia materials
same control Market Cash Settle- Transactions in
Plant Protec- and products Selling products Market price 7 0.00% 84 No N/A March 142025
of Sinochem price ment the Ordinary
tion Co. Ltd. to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
Selling raw Announcement
Beijing Guang- Under the
materials on Expected
yuan Yinong same control Market Cash Settle-
and products Selling products Market price 36 0.00% 59 No N/A March 142025 Related-Party
Chemical of Sinochem price ment
to related Transactions in
Co. Ltd. Holdings
parties the Ordinary
Course of
109ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Announcement
on Expected
Sinochem Ag- Selling raw
Under the Related-Party
ricultural Eco- materials
same control Market Cash Settle- Transactions in
logical Tech- and products Selling products Market price - - 75 No N/A March 142025
of Sinochem price ment the Ordinary
nology (Hubei) to related
Holdings Course of Busi-
Co. Ltd. parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Under the Related-Party
Jiangsu Youshi materials
same control Market Cash Settle- Transactions in
Chemical and products Selling products Market price 2277 0.08% 5000 No N/A March 142025
of Sinochem price ment the Ordinary
Co. Ltd. to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
Market Cash Settle-
Sinochem Under the Selling raw Selling products Market price 515 0.02% 420 Yes N/A March 142025 Announcement
price ment
Agro same control materials on Expected
110ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Co. Ltd. of Sinochem and products Related-Party
Holdings to related Transactions in
parties the Ordinary
Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Under the Related-Party
materials
same control Market Cash Settle- Transactions in
Sino MAP and products Selling products Market price 2830 0.10% - - N/A March 142025
of Sinochem price ment the Ordinary
to related
Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
Announcement
on Expected
Selling raw
Bluestar (Bei- Under the Related-Party
materials
jing) Chemical same control Market Cash Settle- Transactions in
and products Selling products Market price 17 0.00% - - N/A March 142025
Machinery Co. of Sinochem price ment the Ordinary
to related
Ltd. Holdings Course of Busi-
parties
ness in 2025
(No.2025-11)
111ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Sinochem In- Under the Receiving Related-Party
formation same control services Market Cash Settle- Transactions in
IT services Market price 161 0.01% 379 No N/A March 142025
Technology of Sinochem from related price ment the Ordinary
Co. Ltd Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Under the Receiving Related-Party
Syngenta AG
same control services Market Cash Settle- Transactions in
and its subsidi- Regular services Market price 46 0.00% 63 No N/A March 142025
of Sinochem from related price ment the Ordinary
aries
Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
Sinochem In- Under the Receiving
on Expected
surance Bro- same control services Market Cash Settle-
Insurance services Market price - - 500 No N/A March 142025 Related-Party
kers (Beijing) o f Sinochem from related price ment Transactions in
Co. Ltd. Holdings parties
the Ordinary
Course of
112ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Announcement
on Expected
Under the Receiving Related-Party
same control services Market Cash Settle- Transactions in
Sino MAP Regular services Market price 3 0.00% 3 No N/A March 142025
of Sinochem from related price ment the Ordinary
Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
on Expected
Under the Receiving Related-Party
same control services Market Cash Settle- Transactions in
Sinofert Regular services Market price - - 26 No N/A March 142025
of Sinochem from related price ment the Ordinary
Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Market Cash Settle-
Shenyang Under the Receiving Technical services Market price - - 13 No N/A March 142025 Announcement
price ment
Chemical same control services on Expected
113ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Research Insti- of Sinochem from related Related-Party
tute Co. Holdings parties Transactions in
Ltd. the Ordinary
Course of Busi-
ness in 2025
(No.2025-11)
Announcement
Sinochem
on Expected
Zhoushan
Under the Receiving Related-Party
Hazardous
same control services Market Cash Settle- Transactions in
Chemicals Training services Market price 3 0.00% 13 No N/A March 142025
of Sinochem from related price ment the Ordinary
Emergency
Holdings parties Course of Busi-
Rescue Base
ness in 2025
Co. Ltd.(No.2025-11)
Announcement
on Expected
Shenyang
Under the Receiving Related-Party
Shenhua Insti-
same control services Market Cash Settle- Transactions in
tute Testing Regular services Market price 25 0.00% - - N/A March 142025
of Sinochem from related price ment the Ordinary
Technology
Holdings parties Course of Busi-
Co. Ltd.ness in 2025
(No.2025-11)
114ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Announcement
on Expected
Zhonglan Lian- Under the Receiving Related-Party
hai De-sign same control services Market Cash Settle- Transactions in
Regular services Market price 11 0.00% - - N/A March 142025
Institute Co. of Sinochem from related price ment the Ordinary
Ltd. Holdings parties Course of Busi-
ness in 2025
(No.2025-11)
Announcement
Taicang on Expected
Zhonglan Envi- Under the Receiving Related-Party
ronmental Pro- same control services Market Cash Settle- Transactions in
Regular services Market price 24 0.00% - - N/A March 142025
tection Tech- of Sinochem from related price ment the Ordinary
nology Service Holdings parties Course of Busi-
Co. LTD ness in 2025
(No.2025-11)
Sinochem Announcement
Under the Receiving
Shared Finan- on Expected
same control services Market Cash Settle-
cial Services Regular services Market price 3 0.00% - - N/A March 142025 Related-Party
of Sinochem from related price ment
(Shanghai) Transactions in
Holdings parties
Co. LTD the Ordinary
Course of
115ADAMA Ltd Annual Report 2025
Percentage Whether Market price
Pricing prin- Approved
Type of re- Value against exceeds of similar
Content of related ciple of re- transaction Settlement Date of an- Index of the
Related party Relationship lated party Price (RMB transactions the ap- transactions
party transaction lated party quota (RMB methods nouncement disclosure
transaction ‘0000) of the same proved if the Com-
transaction ‘0000)
kind quota pany knows
Business in
2025 (No.2025-
11)
Total -- -- 224083 -- 358997 -- -- -- -- --
Details of large sales return -
According to the Company's daily business operation needs the Company estimates that the total amount of daily related party transactions in
2025 will not exceed RMB 3589.97 million. For details please refer to Announcement on Expected Related-Party Transactions in the Ordinary
Execution of related-party transactions in the ordinary course
Course of Business in 2025 (No.: 2025-11). The Company’s actual amount of daily related party transactions defined in the listing rules occurred
of business whose value was expected by types during this
for the twelve months ended December 312025 is RMB 2240.83 million which does not exceed the expected amount. The gap between the
reporting period (if any)
actual amount and the estimations of the related party transactions in the course of routine business in 2025 is due to market changes and
fluctuations in business demand of the Company.Reasons for large difference between transaction price and The Company’s related transactions with related party shall be carried out in accordance with the principle of voluntary equality and mutual
market reference price (if applicable) benefit fair and will not harm the interests of the Company.
116ADAMA Ltd Annual Report 2025
2. Related-party transactions arising from asset acquisition or sale
□ Applicable √ Not applicable
There were no related-party transactions arising from asset acquisition or sale in the Reporting Period.
3. Related-party transitions with joint investments
□ Applicable √ Not applicable
The Company was not involved in any significant related-party transaction with joint investments during the Reporting
Period.
4. Credits and liabilities with related parties
√ Applicable □ Not applicable
Whether there was non-operating credit and liability with related parties
□ Yes √ No
The Company was not involved in any non-operating credit and liability with related parties.
5. Transactions with finance companies with related relationships
√ Applicable □ Not applicable
Deposit business
In RMB ’0000
Transactions during the
Reporting Period
Total Deposit Total
Maximum
Related Range of Opening Amount for Withdrawal Ending
Relations Daily Deposit
Parties Interest Rate Balance the Amount for Balance
Limit
Reporting the
Period Reporting
Period
Under the
Sinochem
same control
Finance Co. 150000 0.45%-1.45% 62744 37998 9454 91288
of Sinochem
Ltd
Holdings
117ADAMA Ltd Annual Report 2025
Loans
In RMB ’0000
Transactions during the
Reporting Period
Total Loan Total
Related Size of the Range of Opening Amount for Repayment Ending
Relations
Parties Loan Interest Rate Balance the Amount for Balance
Reporting the
Period Reporting
Period
Under the
Sinochem
same control
Finance Co. 200000 2.11%-2.40% 2000 21181 2217 20964
of Sinochem
Ltd
Holdings
Facilities and Other Financial Services
In RMB ’0000
Total Amount Actual Amount
Related Party Relations Type of the Services
Incurred
Sinochem Finance Under the same control
Facilities 100000 20964
Co. Ltd of Sinochem Holdings
6. Transactions between the finance company controlled by the Company and related parties
□ Applicable √ Not applicable
The company does not hold any equity interest in any finance company.
7. Other material related-party transactions
√ Applicable □ Not applicable
(1) The 15th Meeting of the 10th Session of the Board of Directors approved the Proposal on Signing of Supplemental
Agreement III to the Entrusted Operation and Management Agreement on Anhui Petro & Chemical.The website to disclose the interim announcements on significant related-party transactions:
Name of the interim Disclosure date of the interim Website to disclose the interim
announcement announcement announcement
Announcement on Expected
Related-Party Transactions in the
Ordinary Course of Business in March 14 2025 Juchao website www.cninfo.com.cn2025（Announcement No.2025-
11）
Announcement on the Progress of
Related Party Transaction October 302025 Juchao website www.cninfo.com.cn
（Announcement No.2025-37）
Announcement on Expected
Related-Party Transactions in the December 23 2025 Juchao website www.cninfo.com.cn
Ordinary Course of Business in
118ADAMA Ltd Annual Report 2025
Name of the interim Disclosure date of the interim Website to disclose the interim
announcement announcement announcement2026（Announcement No.2025-
42）
XV. Particulars regarding material contracts and execution thereof
1. Particulars about trusteeship contract and lease
(1) Trusteeship
√ Applicable □ Not applicable
Explanation on Trusteeship
1) Entrusted Management of Anhui Petrochemical
On December 31 2021 the Company entered into an Entrusted Operation and Management Agreement (hereinafter
referred to as the "Original Agreement") with CNAC. Pursuant to this Agreement during the entrusted management period
the Company is entrusted to exercise the management rights that CNAC holds over Anhui Petrochemical Group Co. Ltd.(hereinafter referred to as "Anhui Petrochemical"). For specific details please refer to the Announcement on Signing an
Entrusted Operation and Management Agreement with a Related Party (Announcement No. 2022-2) the Announcement
on the Resolution of the 29th Meeting of the 9th Board of Directors (Announcement No. 2023-46) and the Announcement
on the Resolution of the 8th Meeting of the 10th Board of Directors (Announcement No. 2024-59).On October 28 2025 the 15th meeting of the 10th session of the Board of Directors of the Company approved a proposal
regarding the signing of a Supplemental Agreement III to the Entrusted Operation and Management Agreement to extend
the entrustment period under the Original Agreement for one year until December 31 2026. For details please refer to the
Announcement on the Progress of Related Party Transaction (Announcement No. 2025-37).
2) Entrusted Management of Overlapping Products Between Syngenta AG and the Company and Mutual Entrusted
Management of Different Overlapping Products with Yangnong Chemical
On December 31 2024 the Company entered into entrusted management agreements with Syngenta AG (hereinafter
referred to as "SAG") and Jiangsu Yangnong Chemical Co. Ltd. (hereinafter referred to as "Yangnong Chemical")
respectively. Regarding the overlapping products between the Company and SAG SAG has entrusted the Company to
exercise and undertake the entrusted management business of such overlapping products. Regarding the overlapping
products between the Company and Yangnong Chemical the Company and Yangnong Chemical have mutually entrusted
each other to exercise and undertake the entrusted management business of different overlapping products. For specific
details please refer to the Announcement on the Signing of the Entrusted Management Agreement with Related Parties
(Announcement No. 2024-55) and the Announcement on the Resolution of the 9th Meeting of the 10th Board of Directors
(Announcement No. 2025-1).
Projects Whose Profits and Losses for the Company Account for More Than 10% of the Company’s Total Profits in the
Reporting Period
□ Applicable √ Not Applicable
During the reporting period the Company did not have entrusted management projects whose profits and losses account
for more than 10% of the Company’s total profits in the reporting period.
119ADAMA Ltd Annual Report 2025
(2) Contract Operation
□ Applicable √ Not applicable
There was no contract operation of the Company in the reporting period.
(3) Lease
□ Applicable √Not applicable
There is no major lease in the reporting period.
120ADAMA Ltd Annual Report 2025
2. Significant guarantees
√ Applicable □ Not applicable
(1) Guarantees
Unless otherwise specified the unit hereunder is RMB ‘0000
Guarantees provided by the Company in favor of third parties (excluding subsidiaries)
Planned Actual Counter- Guarantee for
Guaranteed Disclosure date of the Actual Type of Collateral (if Period of expired or
guarantee guarantee guarantee (if a related party
party announcement occurrence date guarantee any) guarantee not
amount amount any) or not
----------------------
Total amount of the occurred
Total guarantee line approved in favor of guarantee in favor of third
third parties (excluding subsidiaries) -- parties (excluding --
during the reporting period (A1) subsidiaries) during the
reporting period (A2)
Total guarantee balance in
Aggregated guarantee line in favor of
favor of third parties
third parties (excluding subsidiaries) that
5000 (excluding subsidiaries) by the --
has been approved by the end of the
end of the reporting period
reporting period (A3)
(A4)
Guarantees provided by the Company in favor of its subsidiaries
Planned Actual Counter- Guarantee for
Guaranteed Disclosure date of the Actual Type of Collateral (if Period of expired or
guarantee guarantee guarantee (if a related party
party announcement occurrence date guarantee any) guarantee not
amount amount any) or not
Joint liability Three years
ADAMA Anpon December 22 2020 125800 January 1 2022 3000 -- -- Yes No
and several after the project
121ADAMA Ltd Annual Report 2025
(Jiangsu) Ltd. April 29 2021 liability loan matures
October 28 2021 Joint liability Three years
January 1 2022 100 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
February 28 2022 1752 and several -- -- after the project No No
liability loan matures
Joint liability Three years
February 28 2022 348 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
April 28 2022 1168 and several -- -- after the project No No
liability loan matures
Joint liability Three years
April 28 2022 232 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
May 20 2022 626 and several -- -- after the project No No
liability loan matures
Joint liability Three years
May 20 2022 124 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
June 26 2022 1960 and several -- -- after the project No No
liability loan matures
Joint liability Three years
June 26 2022 390 -- -- Yes No
and several after the project
122ADAMA Ltd Annual Report 2025
liability loan matures
Joint liability Three years
January 25 2022 200 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
February 28 2022 200 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
February 28 2022 190 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
July 2 2022 810 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
February 5 2024 300 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
August 11 2022 700 and several -- -- after the project No No
liability loan matures
Joint liability Three years
ADAMA Anpon August 11 2022 100 and several -- -- after the project Yes No
(Jiangsu) Ltd. March 31 2022 104100 liability loan matures
Joint liability Three years
August 31 2022 1000 and several -- -- after the project No No
liability loan matures
Joint liability Three years
October 28 2022 1100 -- -- No No
and several after the project
123ADAMA Ltd Annual Report 2025
liability loan matures
Joint liability Three years
October 31 2022 835 and several -- -- after the project No No
liability loan matures
Joint liability Three years
October 31 2022 165 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
November 17
900 and several -- -- after the project Yes No
2022
liability loan matures
Joint liability Three years
November 23
2500 and several -- -- after the project No No
2022
liability loan matures
Joint liability Three years
November 30
919 and several -- -- after the project No No
2022
liability loan matures
Joint liability Three years
November 30
181 and several -- -- after the project Yes No
2022
liability loan matures
Joint liability Three years
January 12 2023 700 and several -- -- after the project No No
liability loan matures
Joint liability Three years
January 12 2023 300 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
January 16 2023 1000 -- -- No No
and several after the project
124ADAMA Ltd Annual Report 2025
liability loan matures
Joint liability Three years
April 4 2023 1200 and several -- -- after the project No No
liability loan matures
Joint liability Three years
April 4 2023 1400 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
April 13 2023 200 and several -- -- after the project Yes No
liability loan matures
Joint liability Three years
April 26 2023 150 and several -- -- after the project No No
liability loan matures
Joint liability Three years
October 17 2023 300 and several -- -- after the project No No
liability loan matures
Joint liability Three years
October 17 2023 500 and several -- -- after the project No No
liability loan matures
Joint liability Three years
January 30 2024 850 and several -- -- after the project No No
liability loan matures
Joint liability Three years
February 7 2024 300 and several -- -- after the project No No
liability loan matures
Joint liability Three years
February 7 2024 100 -- -- Yes No
and several after the project
125ADAMA Ltd Annual Report 2025
liability loan matures
Joint liability Three years
April 10 2024 5000 and several -- -- after the loan No No
liability matures
Joint liability Three years
December 25
3000 and several -- -- after the loan Yes No
2024
ADAMA Anpon liability matures
March 27 2024 36000
(Jiangsu) Ltd. Joint liability Three years
March 25 2025 2900 and several -- -- after the loan No No
liability matures
Joint liability Three years
March 25 2025 100 and several -- -- after the loan Yes No
liability matures
Joint liability Three years
July 25 2025 877 and several -- -- after the loan No No
liability matures
Joint liability Three years
August 15 2025 447 and several -- -- after the loan No No
liability matures
ADAMA Anpon Joint liability Three years
April 29 2025 16000 September 12
(Jiangsu) Ltd. 1655 and several -- -- after the loan No No
2025
liability matures
Joint liability Three years
September 12
584 and several -- -- after the loan No No
2025
liability matures
September 5 Joint liability Three years
1100 -- -- No No
2025 and several after the loan
126ADAMA Ltd Annual Report 2025
liability matures
Joint liability Three years
December 24
1063 and several -- -- after the loan No No
2025
liability matures
Joint liability Three years
December 26
500 and several -- -- after the loan No No
2025
liability matures
Joint liability Three years
December 26
2262 and several -- -- after the loan No No
2025
liability matures
Total amount of the occurred
Total guarantee line approved in favor
guarantee in favor of the
of the subsidiaries during the reporting 31300 11488
subsidiaries during the
period (B1)
reporting period (B2)
Aggregated guarantee line that has Total guarantee balance in
been approved in favor of the favor of the subsidiaries by
29720033948
subsidiaries by the end of the reporting the end of the reporting period
period (B3) (B4)
Guarantees provided by subsidiaries in favor of subsidiaries (USD ’0000)
Planned Actual Counter- Guarantee for
Guaranteed Disclosure date of the Actual occurrence Type of Collateral (if Period of expired or
guarantee guarantee guarantee (if a related party
party announcement date guarantee any) guarantee not
amount amount any) or not
Generally 7
Control Solutions joint and years (subject
October 31 2018 1300 October 30 2018 0 -- -- Yes No
Inc. several liability to the overseas
laws)
ADAMA Brazil Not applicable 10243 Related guarantees 0 joint and -- -- Valid until No No
127ADAMA Ltd Annual Report 2025
existed before the several liability cancelled
company was
consolidated into the
financial statements
of the Company.joint and December 31
ADAMA Brazil January 22 2022 900 December 29 2021 900 -- -- Yes No
several liability 2025
joint and December 31
ADAMA Brazil December 19 2024 10000 January 4 2025 1470 -- -- No No
several liability 2027
joint and December 31
ADAMA Brazil December 19 2024 2000 January 4 2025 0 -- -- No No
several liability 2026
Related guarantees
existed before the
company was
Adama India joint and Valid until
Not applicable 8673 consolidated into 2163 -- -- No No
Private Ltd. several liability cancelled
the financial
statements of the
Company.Related guarantees
existed before the
ADAMA Turkey
company was
Tar?m Sanayi ve joint and Valid until
Not applicable 7150 consolidated into 0 -- -- No No
Ticaret Limited several liability cancelled
the financial
?irketi
statements of the
Company.Related guarantees
Adama joint and Valid until
Not applicable unlimited existed before the 35590 -- -- No No
Makhteshim several liability cancelled
company was
128ADAMA Ltd Annual Report 2025
consolidated into
the financial
statements of the
Company.Adama joint and Valid until
April 25 2023 7875 May 3 2023 0 -- -- No No
Makhteshim several liability cancelled
Related guarantees
existed before the
company was
joint and Valid until
Adama Agan Not applicable unlimited consolidated into 11090 -- -- No No
several liability cancelled
the financial
statements of the
Company.ADAMA
joint and Valid until
Agricultural January 22 2022 452 January 22 2022 39 -- -- No No
several liability cancelled
Solutions UK Ltd.ADAMA CELSIUS
BV Curacao
joint and Valid until
branch & ADAMA November 25 2022 4500 November 24 2022 0 -- -- No No
several liability cancelled
Fahrenheit BV
Curacao Branch
ADAMA CELSIUS
BV Curacao
joint and Valid until
branch & ADAMA January 22 2022 7000 January 22 2022 4942 -- -- No No
several liability cancelled
Fahrenheit BV
Curacao Branch
ADAMA Ukraine Related guarantees
Not applicable 1500 0 joint and -- -- Valid until No No
LLC existed before the
129ADAMA Ltd Annual Report 2025
company was several liability cancelled
consolidated into
the financial
statements of the
Company.Related guarantees
existed before the
company was
ADAMA Ukraine joint and Valid until
Not applicable 1500 consolidated into 0 -- -- Yes No
LLC several liability cancelled
the financial
statements of the
Company.ADAMA Ukraine October 10 2023 joint and Valid until
1429 October 28 2023 401 -- -- No No
LLC October 30 2025 several liability cancelled
ADAMA Ukraine joint and Valid until
December 19 2024 800 February 3 2025 0 -- -- No No
LLC several liability cancelled
Related guarantees
existed before the
Makhteshim Agan company was
joint and Valid until
of North Amercia Not applicable 4000 consolidated into 0 -- -- No No
several liability cancelled
Inc. the financial
statements of the
Company.Six months after
Makhteshim Agan
joint and the termination
of North Amercia September 28 2024 4543 September 26 2024 4543 -- -- No No
several liability of the principal
Inc.agreement
130ADAMA Ltd Annual Report 2025
Adama Australia joint and Valid until
December 19 2024 426 December 23 2024 46 -- -- No No
Pty Ltd. several liability cancelled
Total guarantee line approved in favor
3029 (approximately RMB 215.04 Total amount of the guarantee in favor of the subsidiaries occurred 61184 (approximately RMB 4300.5
of the subsidiaries during the reporting
million) during the reporting period (C2) million)
period (C1)
73091 (approximately RMB 5137.42
Aggregated guarantee line that has
million)
been approved in favor of the Total guarantee balance in favor of the subsidiaries by the end of 61184 (approximately RMB 4300.5
(As for Adama Makhteshim and
subsidiaries by the end of the reporting the reporting period (C4) million)
Adama Agan the planned guarantee
period (C3)
amount is unlimited)
Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)
Total guarantee line approved during Total actual occurred amount of guarantee during the reporting
52804441538
the reporting period (A1+B1+C1) period (A2+B2+C2)
Total guarantee line that has been
approved at the end of the reporting Total actual guarantee balance at the end of the reporting period
815942463998
period (A4+B4+C4)
(A3+B3+C3)
Proportion of total guarantee amount (A4+B4+C4) to the net assets of the
26.4%
Company
Of which:
The balance of the guarantee provided in favor of the controlling
0
shareholder and related party
Amount of debt guarantee provided for the guaranteed party whose asset- USD 544.78 million
liability ratio is not less than 70% directly or indirectly (E) (approximately RMB 3829.15 million)
The amount of the guarantee that exceeds 50% of the net assets 0
Total amount of the above three guarantees (D+E+F) USD 544.78 million
131ADAMA Ltd Annual Report 2025
(approximately RMB 3829.15 million)
As for undue guarantee contracts liability to guarantee has happened or
there is evidence showing that joint liquidated liability may be undertaken --
during this Reporting Period (if existing)
Regulated procedures are violated to offer guarantee (if existing) --
132ADAMA Ltd Annual Report 2025
3. Cash assets management entrustment
(1) Wealth management entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Entrustment loans
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Other significant contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.XVI. Utilization of Raised Funds
□ Applicable √ Not applicable
The Company had no utilization of raised funds during the reporting period.XVII. Other significant events
√ Applicable □ Not applicable
Explanation on the Fulfillment of Performance CommitmentsWhen the Company acquired the equity interest in Adama Huifeng (Shanghai) Agricultural Technology Co. Ltd (“AdamaHuifeng (Shanghai)”) and Adama Huifeng from Jiangsu Huifeng Biological Agriculture Co. Ltd (“Jiangsu Huifeng”) during
2020 and 2021 there were performance commitments made by Jiangsu Huifeng regarding specific business operations
of the acquired subsidiaries. If the performance commitments is not met Jiangsu Huifeng shall make a price adjustment
payment calculated based on a method as agreed. By the end of 2023 when the commitment period ended the
performance commitments has not been fulfilled. There were disputes between the Company and Jiangsu Huifeng
regarding the price adjustment payment and the Company filed the arbitration application as the Applicant to the Shanghai
International Economic and Trade Arbitration Commission against Jiangsu Huifeng as the claimant.On April 1 2025 Shanghai International Economic and Trade Arbitration Commission rendered an award in respect of the
arbitration according to which Jiangsu Huifeng shall pay the Company the price adjustment payment of RMB45000000
yuan the damage compensation for failure to pay the price adjustment amount on time and a certain proportion of fees
for the attorney and the arbitration as well as other expenses incurred by the Company for initiating the case.On June 30 2025 the Company signed an agreement with Jiangsu Huifeng stipulating that the mutual payments in the
price adjustment payment case and the case of payment for equity transfer between the Company and Jiangsu Huifeng
shall be offset. According to the above agreement after calculation Jiangsu Huifeng shall pay the offset balance of RMB
34669 to the Company. On July 9 2025 Jiangsu Huifeng has paid the balance to the Company. The above-mentioned
133ADAMA Ltd Annual Report 2025
performance commitments of Jiangsu Huifeng have been fulfilled.For details please refer to the Announcement on the Fulfillment of Performance Commitments Related to a Controlled
Subsidiary (Announcement No. 2024-9) Announcement on the Arbitration Matters about Fulfillment of Performance
Commitments Related to a Controlled Subsidiary (Announcement No. 2024-28) and Announcement on the Progress of the
Arbitration Matters about Fulfillment of Performance Commitments Related to a Controlled Subsidiary (Announcement No.
2025-16) published on the website www.cninfo.com.cn.
XVIII. Significant events of subsidiaries
□ Applicable √ Not applicable
134ADAMA Ltd Annual Report 2025
Section VI - Change in Shares & Shareholders
I. Changes in shares
1. Change in Shares
Unit: share
Before the Change Increase/Decrease (+/-) After the Change
Newly
Bonus Capitalization of
Amount Proportion Issued Other Subtotal Amount Proportion
Shares Public reserves
share
I. Restricted shares 0 0.0000% -- -- -- -- -- 0 0.0000%
a) State-owned shares -- -- -- -- -- -- -- -- --
b) State-owned legal person’s
00.0000%----------00.0000%
shares
c) Shares held by domestic
00.0000%----------00.0000%
investors
i. Shares held by domestic legal
00.0000%----------00.0000%
person
ii. Shares held by domestic
00.0000%----------00.0000%
natural person
II. Shares not subject to trading
2329811766100.0000%----------2329811766100.0000%
moratorium
a) RMB ordinary shares 2177071961 93.4441% -- -- -- -- -- 2177071961 93.4441%
b) Domestically listed foreign shares 152739805 6.5559% -- -- -- -- -- 152739805 6.5559%
III. Total shares 2329811766 100.00% -- -- -- -- -- 2329811766 100.00%
135ADAMA Ltd Annual Report 2025
Reason for the change in shares
□ Applicable √ Not applicable
Approval of the change in shares
□ Applicable √ Not applicable
The registered status for the change in shares
□Applicable √ Not applicable
Effects of the change in shares on the basic EPS diluted EPS net assets per share attributable to common shareholders
of the Company and other financial indexes over the last year and last period.□ Applicable √ Not applicable
Other contents that the Company considered necessary or were required by the securities regulatory authorities to
disclose
□ Applicable √ Not applicable
2. Changes in restricted shares
□ Applicable √ Not applicable
II. Issuance and listing of securities
1. Issuance of securities (excluding preferred stock) during the Reporting Period
□ Applicable √ Not applicable
2. Explanation on changes in share capital & the structure of shareholders the structure of assets
and liabilities
□ Applicable √ Not applicable
3. Shares held by internal staffs of the Company as a measure of the reform of State-Owned
Enterprises
□ Applicable √ Not applicable
136ADAMA Ltd Annual Report 2025
III. Particulars about the shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: share
37117 (the
number of
Total number of preferred
Total number of ordinary A share Total number of
stockholder with vote
shareholders as shareholders is shareholders on the 30th
Total number of preferred stockholder with right restored on the 30th
of the end of the 25836; trading day before the 37520 0 0
vote right restored (if any) trading day before the
Reporting the number of B disclosure date of the
disclosure date of the
Period share annual report
annual report
shareholders is
11281)
Shareholding of Top 10 Common Shareholders or Those Holding More than 5% Shares (Excluding the Shares Lending through Refinancing)
Pledged or
Number of
frozen shares
shares
Increase and A
Number of shareholdings held Number of shares held
Name of Nature of decrease of shares m
Holding percentage (%) at the end of the subject to not subject to trading
shareholder shareholder during Reporting Status of o
Reporting Period trading moratorium
Period shares u
moratoriu
n
m
t
Syngenta Group State-owned -
78.47%1828137961----1828137961--
Co. Ltd. legal person -
China Structural State-owned -
1.44%33557046----33557046--
Reform Fund legal person -
Hong Kong
Securities Clearing Overseas legal -
0.63%147280128280055-14728012--
Company Ltd. person -
(HKSCC)
China Cinda Asset
State-owned -
Management Co. 0.63% 14720870 -16395046 - 14720870 --
legal person -
Ltd.Domestic -
Wu Feng 0.34% 7810912 91500 - 7810912 --
Individual -
Zhu Shenglan Domestic 0.32% 7360000 60000 -- 7360000 -- -
137ADAMA Ltd Annual Report 2025
Individual -
Qichun County
State-owned
State-owned -
Assets Supervision 0.18% 4169266 -- -- 4169266 --
legal person -
and Administration
Bureau
Domestic -- -
Liu Minqin 0.17% 3956246 331873 - 3956246
Individual -
Guotai Junan
Overseas legal -
Securities (Hong 0.13% 3013397 -24199 -- 3013397 --
person -
Kong) Limited
Domestic -- -
Sun Zhibing 0.13% 2995600 2995600 - 2995600
Individual -
Strategic investors or the general
legal person due to the placement
Not applicable
of new shares become the top 10
shareholders (if any)
Syngenta Group Co. Ltd. is not related party or acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed
Explanation on associated
Companies to other shareholders. It is unknown to the Company whether shareholders above are related parties or acting-in-concert
relationship or/and persons
parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.Description of the above
shareholders involved in
Not applicable
proxy/trustee voting rights and
abstention from voting rights
Special note on the existence of
dedicated accounts for repurchase
Not applicable
among the top 10 shareholders (if
any)
Details of Shares Held by Top 10 Common Shareholders Not Subject to Trading Moratorium (Excluding the Shares Lending through Refinancing and Restricted
Shares of Executives)
Number of common shares held not Type of share
Name of shareholder subject to trading moratorium at the end
Type of share Amount
of the period
Syngenta Group Co. Ltd. 1828137961 RMB ordinary share 1828137961
China Structural Reform Fund 33557046 RMB ordinary share 33557046
Hong Kong Securities Clearing Company Ltd. (HKSCC) 14728012 RMB ordinary share 14728012
China Cinda Asset Management Co. Ltd. 14720870 RMB ordinary share 14720870
Wu Feng 7810912 RMB ordinary share 7810912
138ADAMA Ltd Annual Report 2025
Zhu Shenglan 7360000 RMB ordinary share 7360000
Qichun County State-owned Assets Supervision and
4169266 RMB ordinary share 4169266
Administration Bureau
Liu Minqin 3956246 RMB ordinary share 3956246
Domestically listed shares in foreign
GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED 3013397 3013397
currencies
Sun Zhibing 2995600 RMB ordinary share 2995600
Explanation on associated relationship among the top ten shareholders of Syngenta Group Co. Ltd. is not a related party or acting-in-concert party as prescribed in the
tradable share not subject to trading moratorium as well as among the top Administrative Methods for Acquisition of Listed Companies to other shareholders. It is
ten shareholders of tradable share not subject to trading moratorium and unknown to the Company whether shareholders above are related parties or acting-in-concert
top ten shareholders or explanation on acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.Shareholder Wu Feng held 4882586 shares of the Company through a common securities
account and 2928326 shares of the Company through a credit collateral securities trading
account altogether 7810912 shares. Shareholder Liu Minqin held 527546 shares of the
Particular about shareholder participate in the securities lending and Company through a common securities account and 3428700 shares of the Company
borrowing business (if any) through a credit collateral securities trading account altogether 3956246 shares.Shareholder Sun Zhibing held 317600 shares of the Company through a common securities
account and 2678000 shares of the Company through a credit collateral securities trading
account altogether 2995600 shares.Shareholders holding more than 5% of shares top ten shareholders and top ten shareholders with unlimited shares in circulation participating in the shares lending through
refinancing arrangement
□ Applicable √ Not Applicable
Change of the Top 10 Shareholders with unlimited shares from the previous period due to the shares lending/returning through refinancing arrangement
□ Applicable √ Not Applicable
Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company carry out an agreed buy-back in the Reporting
Period
□ Yes √ No
The top 10 common shareholders or the top 10 common shareholders of the Company not subject to trading moratorium of the Company did not carry out any agreed buy-back
in the reporting period.
139ADAMA Ltd Annual Report 2025
2. Particulars about the controlling shareholder
Nature of controlling shareholder: The central state-owned
Type of controlling shareholder: legal person
Legal
Name of
representative Date of
controlling Organization code Business scope
/ company establishment
shareholder
principal
General projects: agricultural scientific research and
experimental development; Engineering and
technical research and experimental development;
Natural science research and experimental
development; Research and development of
biopesticide technology; Smart Agriculture
Management; Agricultural specialty and auxiliary
activities; Information technology consulting
services; Technical services technical development
technical consultation technical exchange
technology transfer and technology promotion;
Research and development of biochemical product
technology; Sales of chemical products (excluding
licensed chemical products); Fertilizer sales;
General cargo warehousing services (excluding
hazardous chemicals and other items requiring
Syngenta license); Low temperature storage (excluding
Group Co. Li Fanrong June 27 2019 91310000MA1FL6MN13 hazardous chemicals and other items requiring
Ltd. license); Socio economic advisory services; Import
and export of goods; Technology import and export
Crop seed business (limited to packed seeds without
further repackaging; seed production for non-major
crops. (except for the projects that must be approved
according to law business activities shall be carried
out independently and legally according to the
business license). Licensed projects: seed
production of main crops; Crop seed business;
Genetically modified crop seed production agro-
chemical production agro-chemical wholesale crop
seed import and export. (for projects that must be
approved according to law business activities shall
be carried out only with the approval of relevant
departments. The specific business projects shall be
subject to the approval documents or licenses of
relevant departments).Shares held by the controlling By the end of the Reporting Period Syngenta Group directly holds 35.94%
shareholder in other listed companies by equity of Jiangsu Yangnong Chemical Co. Ltd. and indirectly holds 20.51%
holding or shareholding during the equity of Win-All High-tech Seed Co. Ltd. through China National Seed Group
140ADAMA Ltd Annual Report 2025
Reporting Period Co. Ltd (As of January 9th 2026 China National Seed Group Co. Ltd.indirectly held a total of 40.51% equity of Win-All High-tech Seed Co. Ltd.).Change of the controlling shareholder during the Reporting Period
□ Applicable √ Not applicable
The controlling shareholder did not change during the Reporting Period.
3. Particulars regarding actual controller and the persons acting in concert
Nature of actual controller: State-owned Assets Supervision and Administration Commission
Type of actual controller: Legal person
Legal representative / Date of Organization Business
Name of the actual controller
company principal establishment code scope
State-owned Assets Supervision and
Administration Commission of the State Zhang Yuzhuo March 16 2003 - -
Council
Shares held by the actual controller
in other listed companies by holding
Not applicable
or shareholding during the reporting
period
Change of the actual controller during the Reporting Period
□ Applicable √ Not applicable
The actual controller did not change during the Reporting Period.Block diagram of equity and control relationship between the Company and actual controller:
The actual controller controls the Company via trust or other ways of asset management
141ADAMA Ltd Annual Report 2025
□ Applicable √ Not applicable
4. The controlling shareholder or the largest shareholder of the Company and its concert parties
have pledged 80% of their shares in the Company
□ Applicable √ Not applicable
5. Particulars regarding other corporate shareholders with over 10% holdings
□ Applicable √ Not applicable
6. Particulars regarding restriction of reducing holding-shares of controlling shareholders actual
controller restructuring parties and other commitment entities
□ Applicable √ Not applicable
IV. Specific implementation of share repurchases during the reporting period
Progress of share repurchase
□ Applicable √ Not applicable
142ADAMA Ltd Annual Report 2025
Status of reducing holding of repurchased shares in the way of centralized bidding
□ Applicable √ Not applicable
V. Preferred stock
□ Applicable √ Not applicable
There was no preferred stock during Reporting Period.
143ADAMA Ltd Annual Report 2025
Section VII - Corporate Bonds
□ Applicable √ Not applicable
144ADAMA Ltd Annual Report 2025
Section VIII - Financial Report
Type of auditor’s opinion Standard Unqualified Opinion
Audit opinion signoff date March 26 2026
Name of the auditor KPMG Huazhen LLP Certified Public Accountants
Reference number of the audit report KPMG Huazhen Shen Zi No.2605093
Name of CPA Wang Jia and Wang Shan
145ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT
KPMG Huazhen Shen Zi No.2605093
To the shareholders of ADAMA Ltd.:
I. Opinion
We have audited the accompanying financial statements of ADAMA Ltd. (hereinafter referred to as the
"Adama") which comprise the consolidated and company balance sheets as at 31 December 2025 the
consolidated and company income statements the consolidated and company cash flows statements
and the consolidated and company statements of changes in shareholders' equity for the year then ended
and notes to the financial statements.In our opinion the accompanying financial statements present fairly in all material respects the con-
solidated and company financial position of Adama as at 31 December 2025 and the consolidated and
company financial performance and cash flows of Adama for the year then ended in accordance with the
Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Re-
public of China (hereinafter referred to as the “ASBEs”).II. Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing for Certified Public Account-
ants (“CSAs”). Our responsibilities under those standards are further described in the Auditor's Respon-
sibilities for the Audit of the Financial Statements section of our report. We are independent of Adama
in accordance with the the Independence Standards for Chinese Certified Public Accountants No. 1 –
Independence Requirements for Audit and Review Engagements as applicable to audits of financial
statements of public interest entities and the China Code of Ethics for Certified Public Accountants
(“the Code”) and we have fulfilled our other ethical responsibilities in accordance with the Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.III. Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most significance in our
audit of the financial statements for the current year. These matters were addressed in the context of
our audit of the financial statements as a whole and in forming our opinion thereon and we do not
provide a separate opinion on these matters.
146ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
III. Key Audit Matters - continued
Cut-off of revenue recognition
Please refer to the accounting policies described in Note (III) 28 and details in Note (V) 42 to the
financial statements.Description Audit response
The principal activities of ADAMA Ltd. and its The audit procedures performed in relation to the
subsidiaries (hereinafter referred to as the assessment of revenue cut?off included the follow-
“ADAMA”) are the production and sale of agro- ing:
chemical products intermediate materials for
other industries food additives and synthetic aro- * Understand and evaluate the design and oper-
matic products. ation effectiveness of key internal controls
over financial reporting related to revenue
In 2025 ADAMA’s consolidated revenue from recognition by management;
principal business amounted to RMB 28.9 billion.* Check key sales contracts on a sampling basis
ADAMA recognizes revenue when the customer to identify relevant trading terms related to the
obtains control of the relevant goods. Depending transfer of control of goods and evluate
on the trading terms of the sales contracts entered whether ADAMA’s revenue recognition ac-
into with customers and the specific business ar- counting policies are in compliance with the
rangements ADAMA generally considers that requirements of the ASBEs;
control of the relevant goods has been transferred
to the customer and recognizes sales revenue * On a sampling basis reconcile the revenue
when the customer signs for or picks up the goods recorded around the balance sheet date to the
when shipment of the goods is completed or when related sales orders customer delivery notes
the goods arrive at the warehouse designated by or bills of lading and other supporting docu-
the customer. ments to assess whether revenue was recorded
in the appropriate accounting period;
As revenue is one of the key performance indica-
tors of ADAMA there is a risk that management * Check the sales records after the balance sheet
may advance or defer the timing of revenue recog- date to identify any material sales returns and
nition in order to achieve specific targets or expec- where applicable check the relevant support-
tations. Accordingly we have identified the risk of ing documents to assess whether the related
cut?off misstatements in revenue recognition as a revenue was recorded in the appropriate ac-
key audit matter. counting period; and
* Selecting revenue journal entries that meet
specific risk criteria and inspecting the related
supporting documentation.
147ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
III. Key Audit Matters - continued
Provision for Impairment of Goodwill on Crop Protection Units
Please refer to the accounting policies described in Note (III) 22 and 23 and details in Note (V) 18 to
the financial statements.Description Audit response
As at 31 December 2025 the carrying amount of The audit procedures performed in relation to the
goodwill of ADAMA was RMB 4.96 billion of assessment of the potential impairment of good-
which RMB 4.89 billion related to the groups of will included the following:
cash generating unit (hereinafter referred to as the
* Understand and evaluate the design and oper-
"CGU" ) of crop protection.ation effectiveness of key internal controls of
Management of ADAMA performs an impairment ADAMA relating to goodwill impairment
test on goodwill at each year?end by comparing testing;
the carrying amount of the groups of CGUs that
includes goodwill with its recoverable amount in * Based on our understanding of ADAMA’s
order to determine whether an impairment provi- business assesse whether management’s
sion is required. The recoverable amount is deter- identification of the relevant groups of CGUs
mined as the higher of the fair value less costs of and the method of allocating goodwill to those
disposal of the groups of CGUs and the present groups of CGUs as well as the method used
value of the groups of CGUs’s estimated future to determine the recoverable amount of the
cash flows. Determining the present value of the groups of CGUs are in compliance with the
estimated future cash flows involves significant requirements of the ASBEs;
management judgement in particular in estimat-
* Based on our understanding experience and
ing the projected sales growth rate gross profit
knowledge of the industry in which ADAMA
margins terminal growth rate and discount rate
operates and taking into account both internal
applied.and external information such as ADAMA’s
Given the materiality of the carrying amount of approved business plans and industry research
goodwill to the financial statements and the fact reports evaluate the reasonableness of key as-
that the parameters used in the goodwill impair- sumptions adopted by management in esti-
ment test involve significant management judge- mating the present value of future cash flows
ment which is subject to inherent uncertainty and including projected sales growth rate and
may be influenced by management bias we iden- gross profit margin;
tified the potential impairment of goodwill as a
* Engage KPMG’s internal valuation experts to
key audit matter.evaluate the appropriateness of the valuation
methodologies adopted by management in de-
termining the present value of the estimated
future cash flows of the relevant groups of
CGU and the reasonableness of the discount
rate and terminal growth rate used;
* Perform sensitivity analyses on the discount
rate and other key assumptions used by man-
agement in estimating the present value of fu-
ture cash flows to assess the impact of
148ADAMA Ltd Annual Report 2025
changes in key assumptions on the results of
the impairment test and whether there are any
indications of management bias;
* Compare the key assumptions used by man-
agement in estimating the present value of fu-
ture cash flows in the prior year with the ac-
tual performance of the relevant groups of
CGU in the current year to assess whether
there are any indications of management bias;
and
* Evaluate whether the disclosures in the finan-
cial statements in respect of goodwill impair-
ment and the key assumptions adopted are in
compliance with the requirements of the AS-
BEs.
149ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
IV. Other Information
Adama’s management is responsible for the other information. The other information comprises the
information included in 2025 annual report of Adama other than the financial statements and our au-
ditor's report thereon.Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.In connection with our audit of the financial statements our responsibility is to read the other infor-
mation and in doing so consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially mis-
stated.If based on the work we have performed we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.V. Responsibilities of Management and Those Charged with Governance for the Financial State-
ments
Management is responsible for the preparation and fair presentation of the financial statements in ac-
cordance with ASBEs and for the design implementation and maintenance of such internal control
necessary to enable that the financial statements are free from material misstatement whether due to
fraud or error.In preparing the financial statements management is responsible for assessing Adama's ability to con-
tinue as a going concern disclosing as applicable matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate Adama or to ceases opera-
tions or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing Adama's financial reporting process.VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement whether due to fraud or error and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with CSAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individually or in the aggre-
gate they could reasonably be expected to influence the economic decisions of users taken on the basis
of these financial statements.
150ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
As part of an audit in accordance with CSAs we exercise professional judgment and maintain profes-
sional skepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements whether due to
fraud or error design and perform audit procedures responsive to those risks and obtain audit evi-
dence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error as fraud
may involve collusion forgery intentional omissions misrepresentations or the override of internal
control;
(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances;
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting es-
timates and related disclosures made by the management;
(4) Conclude on the appropriateness of the management' use of the going concern basis of accounting
and based on the audit evidence obtained whether a material uncertainty exists related to events
or conditions that may cast significant doubt on Adama's ability to continue as a going concern. If
we conclude that a material uncertainty exists we are required to draw attention in our auditor's
report to the related disclosures in the financial statements or if such disclosures are inadequate to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However future events or conditions may cause Adama to cease to continue as a
going concern;
(5) Evaluate the overall presentation structure and content of the financial statements including the
disclosures and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation;
(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within Adama to express an opinion on the financial statements. We are respon-
sible for the direction supervision and performance of the group audit. We remain solely responsi-
ble for our audit opinion.We communicate with those charged with governance regarding among other matters the planned
scope and timing of the audit and significant audit findings including any significant deficiencies in
internal control that we identify during our audit.
151ADAMA Ltd Annual Report 2025
AUDITOR'S REPORT - continued
KPMG Huazhen Shen Zi No.2605093
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence and where applicable related
safeguards.From the matters communicated with those charged with governance we determine those matters that
were of most significance in the audit of the financial statements of the current year and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation pre-
cludes public disclosure about the matter or when in extremely rare circumstances we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.KPMG Huazhen CPA LLP Chinese Certified Public Accountant
Beijing China Wang Jia
(Engagement Partner)
Chinese Certified Public Accountant
Wang Shan
26 March 2026
This independent auditor's report of the financial statements and the accompanying financial statements are
English translations of the independent auditor's report and the financial statements prepared under accounting
principles and practices generally accepted in the People's Republic of China. These financial statements are
not intended to present the balance sheet and results of operations and cash flows in accordance with accounting
principles and practices generally accepted in other countries and jurisdictions. In case the English version does
not conform to the Chinese version the Chinese version prevails
152ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Consolidated Balance Sheet
December 31 December 31
Notes 2025 2024
Current assets
Cash at bank and on hand V.1 3450300 3630608
Financial assets held for trading V.2 1223 1035
Derivative financial assets V.3 449379 483822
Bills receivable V.4 358489 65565
Accounts receivable V.5 7124736 7977830
Receivables financing V.6 30767 144763
Prepayments V.7 368012 313542
Other receivables V.8 1076164 1147469
Inventories V.9 11607842 11164663
Other current assets V.10 1094273 988093
Total current assets 25561185 25917390
Non-current assets
Long-term receivables V.11 118203 159813
Long-term equity investments V.12 39312 30227
Other equity investments V.13 129796 131473
Investment properties 18869 20509
Fixed assets V.14 10073551 9762895
Construction in progress V.15 897175 1996892
Right-of-use assets V.16 661443 557159
Intangible assets V.17 4302343 4796655
Goodwill V.18 4964450 5074283
Deferred tax assets V.19 1294176 1291654
Other non-current assets V.20 403459 320827
Total non-current assets 22902777 24142387
Total assets 48463962 50059777
153ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Consolidated Balance Sheet (continued)
December 31 December 31
Notes 2025 2024
Current liabilities
Short-term loans V.21 6673792 4748720
Derivative financial liabilities V.22 189581 278580
Bills payable V.23 622660 439495
Accounts payable V.24 5461749 4934865
Contract liabilities V.25 1789490 1810764
Employee benefits payable V.26 936724 851784
Taxes payable V.27 539168 516761
Other payables V.28 1418093 1417319
Non-current liabilities due within one year V.29 3825203 2230713
Other current liabilities V.30 929259 784456
Total current liabilities 22385719 18013457
Non-current liabilities
Long-term loans V.31 1507514 2166625
Debentures payable V.32 4894076 6320157
Lease liabilities V.33 751226 610415
Long-term payables 164735 191103
Long-term employee benefits payable V.34 536895 543855
Provisions V.35 424347 316490
Deferred tax liabilities V.19 224024 283081
Other non-current liabilities V.36 - 2623500
Total non-current liabilities 8502817 13055226
Total liabilities 30888536 31068683
Shareholders' equity
Share capital V.37 2329812 2329812
Capital reserve V.38 12867123 12950464
Less: Treasury shares - -
Other comprehensive income V.39 1570748 1721028
Special reserves 6156 10798
Surplus reserve V.40 298610 298610
Retained earnings V.41 502977 1680382
Total equity attributed to the shareholders 17575426 18991094
of the company
Non-controlling interests - -
Total Equity 17575426 18991094
Total liabilities and equity 48463962 50059777
Gael Hili Efrat Nagar
Legal representative Chief Financial Officer
These financial statements were approved by the Board of Directors of the Company on March 26 2026.The notes form part of these financial statements.
154ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Company's Balance Sheet
December 31 December 31
Notes 2025 2024
Current assets
Cash at bank and on hand XV.1 64964 41031
Bills receivable 112369 -
Accounts receivable XV.2 1636608 1182104
Receivables financing XV.3 10490 34350
Prepayments 92227 50485
Other receivables XV.4 26434 24393
Inventories 210072 252747
Non-current assets due within one year - 70000
Other current assets 14923 5739
Total current assets 2168087 1660849
Non-current assets
Long-term equity investments XV.5 17430716 17430716
Other equity investments 54299 54299
Investment properties 1522 2071
Fixed assets 1252804 1361190
Construction in progress 10184 88292
Right-of-use assets 1354 1297
Intangible assets 227391 237120
Deferred tax assets 46359 51640
Other non-current assets 230156 265572
Total non-current assets 19254785 19492197
Total assets 21422872 21153046
Current liabilities
Short-term loans 418692 100000
Bills payables 155220 98584
Accounts payables 280455 148262
Contract liabilities 21420 10854
Employee benefits payable 9800 9709
Taxes payable 3171 2748
Other payables 778254 716369
Non-current liabilities due within one year 13930 641392
Other current liabilities 116585 -
Total current liabilities 1797527 1727918
Non-current liabilities
Long-term loans 642000 308357
Lease liabilities 443 592
Long-term employee benefits payable 63175 67154
Provisions 24871 25507
Other non-current liabilities - 55860
Total non-current liabilities 730489 457470
Total liabilities 2528016 2185388
Shareholders’ equity
Share capital V.37 2329812 2329812
Capital reserve 15523881 15523881
Other comprehensive income 24916 23894
Special reserves 6847 11489
Surplus reserve V.40 298610 298610
Retained earnings 710790 779972
Total shareholders’ equity 18894856 18967658
Total liabilities and shareholders’ equity 21422872 21153046
155ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Consolidated Income Statement
Year ended December 31
Notes 2025 2024
I. Operating income V.42 28944586 29488046
Less: Cost of sales V.42 21321853 22748925
Taxes and surcharges V.43 102238 100327
Selling and Distribution expenses V.44 3986175 4400770
General and administrative expenses V.45 1473980 1185443
Research and Development expenses V.46 424700 416327
Financial expenses V.47 2232695 1769830
Including: Interest expense 1021329 1054856
Interest income 192291 242845
Add: Investment income net V.48 11963 10525
Including: Income from investment
in associates and joint ventures 9638 8201
Gain (loss) from changes in fair value V.49 219486 (46074)
Credit impairment losses V.50 (115546) (99713)
Asset impairment losses V.51 (432930) (961358)
Gain from disposal of assets V.52 16716 48108
II. Operating loss (897366) (2182088)
Add: Non-operating income 239224 83702
Less: Non-operating expenses 41456 25916
III. III. Total loss (699598) (2124302)
Less: Income tax expenses (income) V.53 346121 778902
IV. Net loss (1045719) (2903204)
(1). Classified by nature of operations
(1.1). Continuing operations (1045719) (2903204)
(2). Classified by ownership
(2.1). Shareholders of the Company (1045719) (2903204)
(2.2). Non-controlling interests - -
V. Other comprehensive income (loss)net of tax V. 39 (150280) 45132
Other comprehensive income (loss) (net of tax)
attributable to shareholders of the Company (150280) 45132
(1) Items that will not be reclassified to profit or loss: (2443) 33639
(1.1) Re-measurement of defined benefit plan liability (2443) 33639
(1.2) Fair Value changes in other equity investment - -
(2) Items that were or will be reclassified to profit or loss (147837) 11493
(2.1) Effective portion of gains or loss of cash flow hedge (14361) 24880
(2.2) Translation differences of foreign financial statements (133476) (13387)
VI. Total comprehensive loss for the period attributable to (1195999) (2858072)
Shareholders of the Company
Total comprehensive loss for the period (1195999) (2858072)
attributable to shareholders of the Company
Total comprehensive income for the period - -
attributable to Non-controlling interests
VII. Earnings per share XIV.3
(1) Basic loss per share (Yuan/share) (0.45) (1.25)
(2) Diluted earnings per share (Yuan/share) N/A N/A
156ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Company's Income Statement
Year ended December 31
Notes 2025 2024
I. Operating income XV.6 2011533 1801793
Less: Operating costs XV.6 1670990 1566346
Taxes and surcharges 12905 10830
Selling and Distribution expenses 11394 7442
General and administrative expenses 211925 128902
Research and Development expenses 21964 4699
Financial expenses 48257 10384
Including: Interest expense 29163 34071
Interest income 3291 6109
Add: Investment income net 34769 34070
Gain from changes in fair value (“-” means loss) (130730) 326340
Credit impairment reversal (losses) (902) -
Asset Impairment reversal (losses) (10258) (160041)
Gain from disposal of assets 3618 865
II. Operating Profit (69405) 274424
Add: Non-operating income 5636 4689
Less: Non-operating expenses 132 584
III. Total profit (63901) 278529
Less: Income tax expense 5281 28601
IV. Net profit (loss) (69182) 249928
V. Other comprehensive income net of tax 1022 24896 -
(1) Items that will not be reclassified to profit or loss 1022 24896 -
(1.1) Re-measurement of defined benefit plan liability 1022 24896 -
(1.2) FV changes in other equity investment - - -
VI. Total comprehensive income (loss) for the period (68160) 274824 (12812)
157ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Consolidated Cash Flow Statement
Year ended December 31
Notes 2025 2024
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services 29417810 27271860
Refund of taxes and surcharges 206689 205975
Cash received relating to other operating activities V.56(1) 351471 548629
Sub-total of cash inflows from operating activities 29975970 28026464
Cash paid for goods and services 18277314 16805907
Cash paid to and on behalf of employees 3783982 3859369
Payments of taxes and surcharges 549750 600027
Cash paid relating to other operating activities V.56(2) 3316231 3000530
Sub-total of cash outflows from operating activities 25927277 24265833
Net cash flows provided by operating activities V.57(1)a 4048693 3760631
II. Cash flows from investing activities:
Cash received from disposal of investments 114278 117325
Cash received from returns of investments 3336 2705
Net cash received from disposal of fixed assets intangible
assets and other long-term assets 68540 272730
Cash received relating to other investing activities V.56(3) - 2324
Sub-total of cash inflows from investing activities 186154 395084
Cash paid to acquire fixed assets intangible assets and
other long-term assets 1213660 1423510
Net cash paid to acquire subsidiaries or other business units 56272 -
Cash paid relating to other investing activities V.56(4) 124725 125641
Sub-total of cash outflows from investing activities 1394657 1549151
Net cash flows used in investing activities (1208503) (1154067)
III. Cash flows from financing activities:
Cash received from borrowings 2476543 1496057
Cash received from other financing activities V.56(5) 1860911 1029698
Sub-total of cash inflows from financing activities 4337454 2525755
Cash repayments of borrowings 5241628 4834040
Cash payment for dividends profit distributions and interest 1057729 1127326
Including: Dividends paid to non-controlling interest 131686 69512
Cash paid relating to other financing activities V.56(6) 1047822 523578
Sub-total of cash outflows from financing activities 7347179 6484944
Net cash flow used in financing activities (3009725) (3959189)
IV. Effects of foreign exchange rate changes on cash and
cash equivalent (61102) 79230
V. Net decrease in cash and cash equivalents V.57(1)b (230637) (1273395)
Add: Cash and cash equivalents at the beginning of the year 3583963 4857358
I. VI. Cash and cash equivalents at the end of the period V.57(2) 3353326 3583963
158ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Company's Cash Flow Statement
Year ended December 31
Notes 2025 2024
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services 1050255 1299202
Refund of taxes and surcharges 64246 73706
Cash received relating to other operating activities XV.7(1) 20551 17172
Sub-total of cash inflows from operating activities 1135052 1390080
Cash paid for goods and services 664297 953203
Cash paid to and on behalf of employees 130321 119998
Payments of taxes and surcharges 21141 16624
Cash paid relating to other operating activities XV.7(2) 129106 55675
Sub-total of cash outflows from operating activities 944865 1145500
Net cash flows provided by operating activities XV.8 190187 244580
II. Cash flows from investing activities:
Cash received from returns of investments 32445 34070
Net cash received from disposal of fixed assets intangible assets and other
long-term assets 11222 977
Cash received relating to other investing activities XV.7.(3) 71599 184147
Sub-total of cash inflows from investing activities 115266 219194
Cash paid to acquire fixed assets intangible assets and
other long-term assets 11617 27413
Cash paid for other investing activities XV.7.(4) 50000 -
Sub-total of cash outflows from investing activities 61617 27413
Net cash flows provided by investing activities 53649 191781
III. Cash flows from financing activities:
Cash received from borrowings 857000 100000
Cash received relating to other financing activities XV.7.(5) 16105 9884
Sub-total of cash inflows from financing activities 873105 109884
Cash repayments of borrowings 1052017 636779
Cash payment for dividends profit distributions or interest 29216 33819
Cash paid relating to other financing activities XV.7.(6) 20699 5742
Sub-total of cash outflows from financing activities 1101932 676340
Net cash flow used in financing activities (228827) (566456)
IV. Effects of foreign exchange rate changes on cash and cash equivalents 4768 12082
V. Net increase (decrease) in cash and cash equivalents 19777 (118013)
Add: Cash and cash equivalents at the beginning of the year XV.8(2) 39173 157186
VI. Cash and cash equivalents at the end of the period XV.8(2) 58950 39173
159ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Consolidated Statement of Changes in Shareholders’ Equity
For the year ended December 31 2025
Other compre-
Share cap- Capital re- hensive in- Special re- Surplus Retained earn- Non-controlling
ital serve come serves reserve ings Total interests Total equity
I. Balance at January 1 2025 2329812 12950464 1721028 10798 298610 1680382 18991094 - 18991094
II. Changes in equity for the period - (83341) (150280) (4642) - (1177405) (1415668) - (1415668)
1. Total comprehensive loss - - (150280) - - (1045719) (1195999) - (1195999)
2. Owner’s contributions and reduc- - (83341) - - - - (83341) - (83341)
tion
2.1 Transactions with holders of - (83341) - - - - (83341) - (83341)
non controlling interest
3. Appropriation of profits - - - - - (131686) (131686) - (131686)
3.1 Distribution to non-controlling - - - - - (131686) (131686) - (131686)
interest
4. Special reserve - - - (4642) - - (4642) - (4642)
4.1 Transfer to special reserve - - - 9029 - - 9029 - 9029
4.2 Amount utilized - - - (13671) - - (13671) - (13671)
III. Balance at December 31 2025 2329812 12867123 1570748 6156 298610 502977 17575426 - 17575426
160ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Statement of Changes in Shareholders’ Equity
For the year ended December
312024
Other compre-
Share cap- Capital re- hensive in- Special re- Surplus Retained earn- Non-controlling
ital serve come serves reserve ings Total interests Total equity
I. Balance at January 1 2024 2329812 12950464 1675896 16595 273617 4678091 21924475 - 21924475
II. Changes in equity for the period - - 45132 (5797) 24993 (2997709) (2933381) - (2933381)
1. Total comprehensive loss - - 45132 - - (2903204) (2858072) - (2858072)
2. Appropriation of profits - - - - 24993 (94505) (69512) - (69512)
2.1 Transfer to surplus reserve - - - - 24993 (24993) - - -
2.2 Distribution to non-controlling - - - - - (69512) (69512) - (69512)
interest
3. Special reserve - - - (5797) - - (5797) - (5797)
3.1 Transfer to special reserve - - - 9442 - - 9442 - 9442
3.2 Amount utilized - - - (15239) - - (15239) - (15239)
III. Balance at December 31 2024 2329812 12950464 1721028 10798 298610 1680382 18991094 - 18991094
161ADAMA Ltd Annual Report 2025
(Expressed in RMB '000)
Company's Statement of Changes in Shareholders’ Equity
For the year ended December 31 2025
Share Capital re- Other compre- Special Surplus Retained
capital serve hensive income reserves reserve earnings Total
I. Balance at January 1 2025 2329812 15523881 23894 11489 298610 779972 18967658
II. Changes in equity for the period - - 1022 (4642) - (69182) (72802)
1. Total comprehensive income - - 1022 - - (69182) (68160)
2. Special reserve - - - (4642) - - (4642)
2.1 Transfer to special reserve - - - 9029 - - 9029
2.2 Amount utilized - - - (13671) - - (13671)
Ⅲ. Balance at December 31 2025 2329812 15523881 24916 6847 298610 710790 18894856
For the year ended December 31 2024
Share Capital re- Other compre- Special Surplus Retained
capital serve hensive income reserves reserve earnings Total
I. Balance at January 1 2024 2329812 15523881 (1002) 17286 273617 555037 18698631
II. Changes in equity for the period - - 24896 (5797) 24993 224935 269027
1. Total comprehensive income - - 24896 - - 249928 274824
2. Appropriation of profits - - - - 24993 (24993) -
2.1 Appropriations to surplus reserves - - - - 24993 (24993) -
3. Special reserve - - - (5797) - - (5797)
3.1 Transfer to special reserve - - - 9442 - - 9442
3.2 Amount utilized - - - (15239) - - (15239)
Ⅲ. Balance at December 31 2024 2329812 15523881 23894 11489 298610 779972 18967658
162ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
I BASIC CORPORATE INFORMATION
ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established in
China with its head office located in Hubei Jingzhou.In June 2020 the controlling shareholder of the Company changed from China National Agrochemical Co.Ltd. (hereinafter – “CNAC") to Syngenta Group Co. Ltd. (hereinafter “Syngenta Group”). As of August
2021 following the combination between China National Chemical Co. Ltd. (hereinafter - “ChemChina”)
and Sinochem Holdings Corporation Ltd. (hereinafter - “Sinochem Holdings”) Syngenta Group and subse-
quently the Company are ultimately controlled by Sinochem Holdings - parent of both ChemChina and
Sinochem Group Co. Ltd. (hereinafter “Sinochem Holdings”) subordinated to SASAC.The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engaged
in development manufacturing and marketing of agrochemicals intermediate materials for other industries
food additives and synthetic aromatic products mainly for export. For information about the largest subsid-
iaries of the Company refer to Note VII.The Company’s consolidated financial statements had been approved by the Board of Directors of the Com-
pany on March 26 2026.Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities"
whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope".II BASIS OF PREPARATION
1. Basis of preparation
The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance
(the "MoF"). In addition the Group has disclosed relevant financial information in these financial statements
in accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to the
Public No. 15－General Provisions on Financial Reporting (revised by China Securities Regulatory Com-mission (hereinafter "CSRC”) in 2023).
2. Accrual basis and measurement principle
The Group has adopted the accrual basis of accounting.In the historical cost measurement assets obtained shall be measured at the amount of cash or cash equiva-
lents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of cash or
assets received or the contractual amount in a present obligation or the prospective amount of cash or cash
equivalents paid to discharge the liabilities.Fair value is the amount for which an asset could be exchanged or a liability settled between knowledgeable
willing market participants in an arm’s length transaction at the measurement date. Fair value measured and
disclosed in the financial statements are determined on this basis whether it is observable or estimated by
valuation techniques.
163ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
II BASIS OF PREPARATION - (cont’d)
2. Accrual basis and measurement principle - (cont’d)
The following table provides an analysis grouped into Levels 1 to 3 based on the degree to which the fair
value input is observable and significant to the fair value measurement as a whole:
Level 1 - based on quoted prices (unadjusted) in active markets;
Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable (other than quoted prices included within Level 1) either directly or
indirectly;
Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
3. Going concern
The financial statements have been prepared on the going concern basis.The Group has performed going concern assessment for the following 12 months from December 312025
and have not identified any significant doubtful matter or event on the going concern as such the financial
statement have been prepared on the going concern basis.III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Statement of compliance
These financial statements are in compliance with the Accounting Standards for Business Enterprises to truly
and completely reflect the Company's consolidated financial position as at December 31 2025 and the Com-
pany's consolidated operating results changes in shareholders' equity and cash flows for the twelve months
then ended.
2. Accounting period
The Group has adopted the calendar year as its accounting year i.e. from 1 January to 31 December.
3. Business cycle
The company takes the period from the acquisition of assets for processing to their realisation in cash or cash
equivalents as a normal operating cycle. The operating cycle for the company is 12 months.
4. Reporting currency
The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional cur-
rency. Functional currencies of overseas subsidiaries are determined on the basis of the principal economic
environment in which the overseas subsidiaries operate. The functional currency of the overseas subsidiaries
is mainly the United States Dollar (hereinafter "USD"). The presentation currency of these financial state-
ments is Renminbi.
164ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
5. Criteria of determining material item in the report and its benchmark
Item Benchmark for Material Item
Individual construction in progress project with a budget higher than RMB
Material construction in progress projects
100 million
Material receivables assessed individually for
Individual impairment higher than RMB 150 million
impairment
6. Business combinations
6.1 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business combination in which
all of the combining enterprises are not ultimately controlled by the same party or parties before and after
the combination.The costs of business combination are the fair value of the assets paid liabilities incurred or assumed and
equity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree.The intermediary costs such as audit legal services and assessment consulting costs and other related man-
agement costs that are directly attributable to the combination by the acquirer are charged to profit or loss in
the period in which they are incurred. Direct capital issuance costs incurred in respect of equity instruments
or liabilities issued pursuant to the business combination should be charged to the respect equity instruments
or liabilities upon initial recognition of the underlying equity instruments or liabilities.The acquiree’s identifiable assets liabilities and contingent liabilities acquired by the acquirer in a business
combination that meet the recognition criteria shall be measured at fair value at the acquisition date.The consideration transferred includes the fair value of any contingent consideration. (such as earnout ar-
rangements with the former shareholders). After the acquisition date the Group recognizes changes in the
fair value of contingent consideration classified as a financial liability at fair value through profit or loss.Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable
net assets the difference is treated as an asset and recognized as goodwill which is measured at cost on
initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of the
acquiree’s identifiable net assets the remaining difference is recognized immediately in profit or loss for the
current year.The goodwill raised because of the business combination should be separately disclosed in the consolidated
financial statement and measured by the initial amount less any accumulative impairment provision.In a business combination achieved in stages the Group remeasure its previously held equity interest in the
acquiree at its acquisition-date fair value and recognise the resulting gain or loss if any in profit or loss.
165ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
7. Basis for preparation of consolidated financial statements
The scope of consolidation in consolidated financial statements is determined on the basis of control. Control
is achieved when the Company has power over the investee; is exposed or has rights to variable returns
from its involvement with the investee; and has the ability to use its power to affect its returns.For a subsidiary disposed of by the Group the operating results and cash flows before the date of disposal
(the date when control is lost) are included in consolidated income statement and consolidated statement of
cash flows.For a subsidiary acquired through a business combination not involving enterprises under common control
the operating results and cash flows from the acquisition date (the date when control is obtained) are included
in consolidated income statement and consolidated statement of cash flows.The significant accounting policies and accounting years adopted by the subsidiaries are determined based
on the uniform accounting policies and accounting years set out by the Company.All significant intra-group balances transactions and unrealized profits are eliminated on consolidation.The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling inter-
ests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balance sheet.The portion of net profits or losses of subsidiaries for the period attributable to non-controlling interests is
presented as "non-controlling interests" in consolidated income statement below the "net profit" line item.Total comprehensive income attributable to non-controlling shareholders is presented separately in the con-
solidated income statement below the total comprehensive income line item.When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary ex-
ceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary
the excess amount is still allocated against non-controlling interests.Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result in
the loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of the
Company's interests and non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiary. The difference between the amount by which the non-controlling interests are adjusted and
the fair value of the consideration paid or received is adjusted to capital reserve under owners' equity. If the
capital reserve is not sufficient to absorb the difference the excess is adjusted against retained earnings.Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders of
the company.A put option issued by the Group to holders of non-controlling interests that is settled in cash or other finan-
cial instrument is recognized as a liability at the present value of the exercise price (according to the "antic-
ipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of the holders of
the non-controlling interests to which the Group issued a put option.
166ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
7. Basis for preparation of consolidated financial statements - (cont’d)
In cases which the Group has a Call option in addition to the Put option above due to the anticipated acqui-
sition method implementation no value is given to the Call option in the consolidated financial statements.When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons
any retained interest is re-measured at its fair value at the date when control is lost. The difference between
(i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii)
the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according to
the original proportion of ownership interest is recognized as investment income in the period in which
control is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to invest-
ment income in the period in which control is lost.
8. Classification and accounting methods of joint arrangement
There are two types of joint arrangements – joint operations and joint ventures. The type of joint arrange-
ments is determined based on the rights and obligations of joint operator to the joint arrangements by con-
sidering the factors such as the structure the legal form of the arrangements and the contractual terms etc.A joint operation is a joint arrangement whereby the joint operators have rights to the assets and obligations
for the liabilities relating to the arrangement. A joint venture is a joint arrangement whereby the joint ven-
tures have rights to the net assets of the arrangement.
9. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are
the Group's short-term highly liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
10. Translation of transactions and financial statements denominated in foreign currencies
10.1 Transactions denominated in foreign currencies
On initial recognition foreign currency transactions are translated into functional currency using the spot
exchange rate prevailing at the date of transaction.At the balance sheet date foreign currency monetary items are translated into functional currency using the
spot exchange rates at the balance sheet date. Exchange differences arising from the differences between the
spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previous
balance sheet date are recognized in profit or loss for the period except that (i) exchange differences related
to a specific-purpose borrowing denominated in foreign currency that qualify for capitalization are capital-
ized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differences
related to hedging instruments for the purpose of hedging against foreign currency risks are accounted for
using hedge accounting.
167ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
10. Translation of transactions and financial statements denominated in foreign currencies - (cont’d)
10.1 Transactions denominated in foreign currencies - (cont’d)
When preparing financial statements involving foreign operations if there is any foreign currency monetary
items which in substance forms part of the net investment in the foreign operations exchange differences
arising from the changes of foreign currency are recorded as other comprehensive income and will be re-
classified to profit or loss upon disposal of the foreign operations.Foreign currency non-monetary items measured at historical cost are translated to the amounts in functional
currency at the spot exchange rates on the dates of the transactions and the amounts in functional currency
remain unchanged.
10.2 Translation of financial statements denominated in foreign currency
For the purpose of preparing consolidated financial statements financial statements of a foreign operation
are translated from the foreign currency into RMB using the following method: assets and liabilities on the
balance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equity
items except for retained earnings are translated at the spot exchange rates at the dates on which such items
arose; all items in the income statement as well as items reflecting the distribution of profits are translated at
average rate or at spot exchange rates on the dates of the transactions; the retained earnings opening balance
is previous year's translated retained earnings closing balance; the closing balance of retained earnings is
calculated and presented on the basis of each translated income statement and profit distribution item. The
difference between the translated assets and the aggregate of liabilities and shareholders' equity items is
recorded as other comprehensive income. Cash Flows arising from transaction in foreign currency and the
cash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow the
effect of exchange rate changes on the cash and cash equivalents is regarded as a reconciling item and presentseparately in the statement “effect of foreign exchange rate changes on the cash and cash equivalents".The opening balances and the comparative figures of prior year are presented at the translated amounts in
the prior year's financial statements.On disposal of the Group's entire equity interest in a foreign operation or upon a loss of control over a
foreign operation due to disposal of certain equity interest in it or other reasons the Group transfers the
accumulated translation differences which are attributable to the owners' equity of the Company and pre-
sented under other comprehensive income to profit or loss in the period in which the disposal occurs.In case of a disposal or other reason that does not result in the Group losing control over a foreign operation
the proportionate share of accumulated translation differences are re-attributed to non-controlling interests
and are not recognized in profit and loss. For partial disposals of equity interest in foreign operations which
are associates or joint ventures the proportionate share of the accumulated translation differences are reclas-
sified to profit or loss.
168ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the contractual
provisions of the instrument. At initial recognition the Group measures a financial asset or financial liability
at its fair value plus or minus (which is not measured at fair value through profit or loss) transaction costs
that are directly attributable to the acquisition or issue of the financial asset or financial liability. Initial
recognition in trade receivables which do not contain a significant financing component shall be made ac-
cording to their transaction price.
11.1 Classification and measurement of financial assets
After initial recognition an entity shall measure a financial asset at: (a) amortised cost; (b) fair value through
other comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”).
11.1.1 Financial assets at amortised cost
A financial asset is measured at amortised cost if both of the following conditions are met: (a) the financial
asset is held within a business model whose objective is to hold financial assets in order to collect contractual
cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.Such financial assets are subsequently measured at amortised cost using effective interest method. Gains or
losses upon impairment and derecognition are recognized in profit or loss.
11.1.1.1 Effective interest method and amortised cost
Effective interest rate represents the rate that discounts the future cash flow over the expected subsisting
period or shorter period if appropriate of the financial asset or financial liability to the current carrying
value of such financial asset or financial liability.When calculating the effective interest rate the Group will consider the anticipated future cash flow (not
considering the future credit loss) on the basis of all contract clauses of financial assets or financial liabilities
as well as consider all kinds of charges which are an integral part of the effective interest rate including
transaction fees and discount or premium paid or received between both parties of financial asset or financial
liability contract.
169ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.1 Classification and measurement of financial assets - (cont’d)
11.1.2 Financial assets at FVTOCI
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met: (a) the financial asset is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets and (b) the contractual terms of the finan-
cial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.A gain or loss on a financial asset measured at fair value through other comprehensive income is recognized
in other comprehensive income except for impairment gains or losses foreign exchange gains and losses
and interest calculated using the effective interest method until the financial asset is derecognized or reclas-
sified. When the financial asset is derecognized the cumulative gain or loss previously recognized in other
comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
11.1.3 Financial assets at FVTPL
Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated as
financial assets at FVTPL.A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI.The Group may at initial recognition irrevocably designate a financial asset as measured at FVTPL if doing
so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as
an ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing the
gains and losses on them on different bases.A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is part
of a hedging relationship. Dividends are recognized in profit or loss.
11.1.4 Designated financial assets at FVTOCI
At initial recognition the Group makes an irrevocable election to designate to FVTOCI an investment in an
equity instrument that is not held for trading.When a non-trading equity instrument investment is designated as a financial asset that is measured at fair
value through other comprehensive income the changes in the fair value of the financial asset are recognised
in other comprehensive income. Upon realization the accumulated gains or losses from other comprehensive
income are transferred from other comprehensive income and included in retained earnings. During the pe-
riod in which the Group holds these non-trading investment instruments the right to receive dividends in the
Group has been established and the economic benefits related to dividends are likely to flow into the Group
and when the amount of dividends can be reliably measured the dividend income is recognized in the current
profit and loss.
170ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets that are classified to
amortised cost and FVTOCI.The Group always measures the loss allowance at an amount equal to lifetime expected credit losses for
trade receivables and notes receivables.For financial assets other than trade receivables the Group initially measure the loss allowance for that
financial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date if
the credit risk on that financial instrument has increased significantly since initial recognition the Group
measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit
losses. The Group recognizes in profit or loss as an impairment gain or loss the amount of expected credit
losses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized.
11.2.1 Significant increases in credit risk
At each balance sheet date the Group assesses whether the credit risk on a financial instrument has in-
creased significantly since initial recognition.The Group mainly considers the following list of information in assessing changes in credit risk:
(a) significant changes in internal price indicators of credit risk as a result of a change in credit risk since
inception.(b) significant changes in external market indicators of credit risk for a particular financial instrument
or similar financial instruments with the same expected life.(c) a significant change in the debtors’ ability to meet its debt obligations.(d) an actual or expected significant change in the operating results of the debtor.(e) significant increases in credit risk on other financial instruments of the same debtor.(f) an actual or expected significant adverse change in the regulatory economic or technological envi-
ronment of the debtor.(g) significant changes in the value of the collateral supporting the obligation or in the quality of third-
party guarantees or credit enhancements which are expected to reduce the debtor’s economic
incentive to make scheduled contractual payments or to otherwise have an effect on the probability
of a default occurring.(h) significant changes that are expected to reduce the receivable’s economic incentive to make
scheduled contractual payments.(i) significant changes in the expected performance and behaviour of the debtor.The Group assumes that the credit risk on a financial instrument has not increased significantly since initial
recognition if the financial instrument is determined to have low credit risk at the reporting date.
171ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets - (cont’d)
11.2.2 Credit-impaired financial asset
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired
include observable data about the following events:
(a) significant financial difficulty of the issuer or the receivable;
(b) a breach of contract such as a default or past due event;
(c) the lender(s) of the receivable for economic or contractual reasons relating to the receivable’s finan-
cial difficulty having granted to the receivable a concession(s) that the lender(s) would not otherwise
consider;
(d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization;
11.2.3 Recognition of expected credit losses
Expected credit losses of financial instruments are determined as the present value of the difference be-
tween: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flows that
the entity expects to receive.For a financial asset that is credit-impaired at the reporting date an entity shall measure the expected credit
losses as the difference between the asset’s gross carrying amount and the present value of estimated future
cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognized
in profit or loss as an impairment gain or loss.The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible
outcomes;
(b) the time value of money; and
(c) reasonable and supportable information that is available without undue cost or effort at the reporting
date about past events current conditions and forecasts of future economic conditions.
172ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.2 Impairment of financial assets - (cont’d)
11.2.4 Written-off of financial assets
The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof. A write-off constitutes a
derecognition event.
11.3 Transfer of financial asset
The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractual
rights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred and
substantially all the risks and rewards of ownership of the financial asset transferred to the transferee; or (iii)
although the financial asset has been transferred the Group neither transfers nor retains substantially all the
risks and rewards of ownership of the financial asset but has not retained control of the financial asset.If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial
asset and it retains control of the financial asset it recognizes the financial asset to the extent of its contin-
uing involvement in the transferred financial asset and recognizes an associated liability. The extent of the
Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the
value of the transferred asset.When the company is derecognizing a financial asset in its entirety the difference between (i) the carrying
amount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer is
recognized in profit or loss.
11.4 Classification and measurement of financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.All financial liabilities are subsequently measured at FVTPL or other financial liabilities.Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it is
designated as at FVTPL. The financial liability other than derivative financial liabilities are stated as liabil-
ities held for trading.Other financial liabilities are subsequently measured at amortized cost by using effective interest method.Gain or loss arising from derecognition or amortization is recognized in current profit or loss.
173ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
11. Financial instruments - (cont’d)
11.5 Derecognition of financial liabilities
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full
or in part. An agreement entered into force between the Group (debtor) and a creditor to replace the original
financial liabilities with new financial liabilities with substantially different terms derecognize the original
financial liabilities as well as recognize the new financial liabilities. When financial liabilities is derecog-
nized in full or in part the difference between the carrying amount of the financial liabilities derecognized
and the consideration paid (including transferred non-cash assets or new financial liability) is recognized in
profit or loss for the current period.
11.6 Derivatives
Derivative financial instruments include forward exchange contracts currency swaps and foreign exchange
options etc. Derivatives are initially measured at fair value at the date when the derivative contracts are
entered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profit
or loss unless the derivative is designated and highly effective as a hedging instrument in which case the
timing of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 32.1).
11.7 Offsetting financial assets and financial liabilities
Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be
offset except for circumstances where the Group has a legal right that is currently enforceable to offset the
recognized financial assets and financial liabilities and intends either to settle on a net basis or to realize
the financial asset and settle the financial liability simultaneously a financial asset and a financial liability
shall be offset and the net amount is presented in the balance sheet.
11.8 Equity instruments
The consideration received from the issuance of equity instruments net of transaction costs is recognized in
shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issued
equity instruments are deducted from shareholders’ equity.When the Company repurchases its own shares those shares are treated as treasury shares. All expenditures
relating to the repurchase are recorded in the cost of the treasury shares with the transaction entering into
the share capital. Treasury shares are excluded from profit distributions and are stated as a deduction under
shareholders’ equity in the balance sheet.
174ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
12. Accounts receivables
Accounts receivables are assessed for impairment on a collective group and/or on an individual basis as
follows:
Expected credit losses in respect of accounts receivables is measured at an amount equal to lifetime expected
credit losses. The assessment is made collectively for account receivables where receivables share similar
credit risk characteristics based on geographical location using the expected credit losses model including
inter-alia aging analysis historical loss experiences adjusted by the observable factors reflecting current and
expected future economic conditions. The ratio of the account receivables collective provision for expected
credit losses in which credit losses has not occurred is between 0%-2.81%.When credit risk on accounts receivable has increased significantly since initial recognition the group rec-
ords specific provision or collective provision which is determined for groups of similar assets in countries
in which there are large number of customers with immaterial balances.In assessing whether the credit risk on accounts receivables has increased significantly since initial recogni-
tion the Group compares the risk of a default occurring on the accounts receivables at the reporting date
with the risk of a default occurring on the accounts receivables at the date of initial recognition and considers
both quantitative and qualitative information that is reasonable and supportable including observable data
that comes to the attention of the Group about loss events such as a significant decline in the solvency of an
individual debtor or the portfolio of debtors and significant changes in the financial condition that have an
adverse effect on the debtor.
13. Receivables financing
All receivbales financing are bank acceptance notes due within 1 year. From the past experience the possi-
bility of significant losses due to banks default is low the Group believes that there is no significant credit
risk in the bank acceptances notes held.
14. Other receivables
The Group determines expected credit losses for other receivables on an individual basis.
15. Inventories
15.1 Categories of inventories and initial measurement
The Group's inventories mainly include raw materials work in progress semi-finished goods finished goods
and reusable materials. Reusable materials include low-value consumables packaging materials and other
materials which can be used repeatedly but do not meet the definition of fixed assets.Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase costs of con-
version and other expenditures incurred in bringing the inventories to their present location and condition
including direct labor costs and an appropriate allocation of production overheads.
175ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
15. Inventories - (cont’d)
15.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
15.3 Basis for determining net realizable value of inventories and provision methods for decline in value of in-
ventories
At the balance sheet date inventories are measured at the lower of cost and net realizable value. If the net
realizable value is below the cost of inventories a provision for decline in value of inventories is made. Net
realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion the estimated costs necessary to make the sale and relevant taxes. In determining the realizable
value of inventory it is based on solid evidence obtained while also considering the purpose of holding the
inventory and the impact of events after the balance sheet date.After the provision for decline in value of inventories is made if the circumstances that previously caused
inventories to be written down below cost no longer exist so that the net realizable value of inventories is
higher than their carrying amount the original provision for decline in value is reversed and the reversal is
included in profit or loss for the period.
15.4 The perpetual inventory system is maintained for stock system.
16. Long-term equity investments
Long-term equity investments include investments in subsidiaries joint ventures and associates.
16.1 Basis for determining control joint control and significant influence over investee
Control is achieved when the Company has power over the investee; is exposed or has rights to variable
returns from its involvement with the investee; and has the ability to use its power to affect its returns.Joint control is the contractually agreed sharing of control over an economic activity and exists only when
the strategic financial and operating policy decisions relating to the activity require the unanimous consent
of the parties sharing control.Significant influence is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.When determining whether an investing enterprise is able to exercise control or significant influence over
an investee the effect of potential voting rights of the investee (for example warrants and convertible debts)
held by the investing enterprises or other parties that are currently exercisable or convertible shall be con-
sidered.
176ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
16. Long-term equity investments - (cont’d)
16.2 Determination of investment cost
Subsidiaries are the companies that are controlled by the Company. Associates are the companies over which
the Group has significant influence. Joint ventures are joint arrangements over which the Group has joint
control along with other investors and has rights to the net assets of the joint arrangement.The Company accounts for the investment in subsidiaries at historical cost in the Company's financial state-
ments. Investments in associates and joint ventures are accounted for under equity method.For a long-term equity investment acquired through a business combination involving enterprises under
common control the investment cost of the long-term equity investment is the share of the carrying amount
of the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date of combi-
nation. The difference between initial investment cost and cash paid non-cash assets transferred and book
value of liabilities assumed is adjusted in capital reserve. If the balance of capital reserve is not sufficient to
absorb the difference any excess is adjusted to retained earnings.For a long-term equity investment acquired through business combination not involving enterprises under
common control the investment cost of the long-term equity investment is the cost of acquisition. For a
business combination not involving enterprises under common control achieved in stages that involves mul-
tiple exchange transactions the initial investment cost is carried at the aggregate of the carrying amount of
the acquirer’s previously held equity interest in the acquiree and the new investment cost incurred on the
acquisition date.Regarding the long-term equity investment acquired otherwise than through a business combination if the
long-term equity investment is acquired by cash the historical cost is determined based on the amount of
cash paid and payable; if the long-term equity investment is acquired through the issuance of equity instru-
ments the historical cost is determined based on the fair value of the equity instruments issued.
16.3 Subsequent measurement and recognition of profit or loss
If the long-term equity investment is accounted for at cost it should be measured at historical cost less
accumulated impairment losses. Dividend declared by the investee should be accounted for as investment
income.Under the equity method where the long-term equity investment initial investment cost exceeds the Group’s
share of the fair value of the investee’s identifiable net assets at the time of acquisition no adjustment is
made to the initial investment cost. Where the initial investment cost is less than the Group’s share of the
fair value of the investee’s identifiable net assets at the time of acquisition the difference is recognized in
profit or loss for the period and the cost of the long-term equity investment is adjusted accordingly.
177ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
16. Long-term equity investments - (cont’d)
16.3 Subsequent measurement and recognition of profit or loss - (cont’d)
Under the equity method the Group recognizes its share of the net profit or loss and other comprehensive
income of the investee for the period as investment income or loss and other comprehensive income for the
period. The Group recognizes its share of the investee’s net profit or loss based on the fair value of the
investee’s individual separately identifiable assets etc. at the acquisition date after making appropriate ad-
justments to be confirmed with the Group's accounting policies and accounting period. The Group discon-
tinues recognizing its share of net losses of the investee after the carrying amount of the long-term equity
investment together with any long-term interests that in substance form part of its net investment in the
investee is reduced to zero. If the Group has incurred obligations to assume additional losses of the investee
a provision is recognized according to the expected obligation and recorded as investment loss for the period.
16.4 Methods of impairment assessment and determining the provision for impairment loss
If the recoverable amounts of the investments to subsidiaries joint ventures and associates are less than their
carrying amounts an impairment loss should be recognized to reduce the carrying amounts to the recoverable
amounts (Note III 23).
16.5 The disposal of long-term equity investment
On disposal of a long term equity investment the difference between the proceeds actually received and
receivable and the carrying amount is recognized in profit or loss for the period.
17. Investment properties
Investment property refers to real estate held to earn rentals or for capital appreciation or both including
leased land use rights land use rights held and provided for transferring after appreciation and leased con-
structions etc.Investment property is initially measured at cost. Subsequent expenditures related to an investment property
shall be included in cost of investment property only when the economic benefits associated with the asset
will likely flow to the Group and its cost can be measured reliably. All other subsequent expenditures on
investment property shall be included in profit or loss for the current period when incurred.The Group adopts cost method for subsequent measurement of investment property which is depreciated or
amortized using the same policy as that for buildings and land use rights.When an investment property is sold transferred retired or damaged the amount of proceeds on disposal of
the property net of the carrying amount and related taxes and surcharges is recognized in profit or loss for
the current period.
178ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
18. Fixed assets
18.1 Recognition criteria for fixed assets
Fixed assets include land owned by the Group and buildings machinery and equipment motor vehicles
office equipment and others.Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrative
purposes and have useful lives of more than one accounting year. A fixed asset is recognized only when it
is probable that economic benefits associated with the asset will flow to the Group and the cost of the asset
can be reliably measured. Purchased or constructed fixed assets are initially measured at cost when acquired.Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is
probable that economic benefits associated with the asset will flow to the Group and the subsequent expend-
itures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the period
in which they are incurred.
18.2 Depreciation of each category of fixed assets
Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value over
its useful life using the straight-line method since the month subsequent to the one in which it is ready for
intended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairment
over the estimated remaining useful life of the asset.The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation
method applied at least once at each financial year-end and account for any change as a change in an ac-
counting estimate.The estimated useful life estimated net residual value and annual depreciation rate of each category of fixed
assets are as follows:
Residual
Useful life value Annual deprecia-
Category Depreciation (years) (%) tion rate (%)
Buildings the straight-line method 15-50 0-4 1.9-6.7
Machinery and equipment the straight-line method 3-22 0-4 4.4-33.3
Office and other equipment the straight-line method 3-17 0-4 5.6-33.3
Motor vehicles the straight-line method 5-9 0-2 10.9-20.0
Overseas Land owned by the Group is not depreciated.
179ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
18. Fixed assets - (cont’d)
18.3 Other explanations
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or
disposal the fixed asset is derecognized. When a fixed asset is sold transferred retired or damaged the
amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognized
in profit or loss for the period.The difference between recoverable amounts of the fixed assets under the carrying amount is referred to as
impairment loss (Note III 23).
19. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various construction instal-
lation costs borrowing costs capitalized and other expenditures incurred until such time as the relevant assets
are completed and ready for its intended use. When the asset concerned is ready for its intended use the cost
of the asset is transferred to fixed assets and depreciated starting from the following month.The difference between recoverable amounts of the construction in progress under the carrying amount is
referred to as impairment loss (Note III 23).
20. Borrowing costs
Borrowing costs directly attributable to the acquisition construction or production of qualifying asset are
capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the
acquisition construction or production of the asset that are necessary to prepare the asset for its intended use
or sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired
constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequently
should be charged to profit or loss. Capitalization of borrowing costs is suspended during periods in which
the acquisition construction or production of a qualifying asset is suspended abnormally and when the sus-
pension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition
construction or production of the asset is resumed.Where funds are borrowed under a specific-purpose borrowing the amount of interest to be capitalized is
the actual interest expenses incurred on that borrowing for the period less any bank interest earned from
depositing the borrowed funds before being used on the asset or any investment income on the temporary
investment of those funds.Where funds are borrowed under general-purpose borrowings the Group determines the amount of interest
to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess
of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalization
rate is the weighted average of the interest rates applicable to the general-purpose borrowings.During the capitalization period exchange differences on foreign currency specific-purpose borrowing are
fully capitalized whereas exchange differences on foreign currency general-purpose borrowing charged to
profit or loss.
180ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
21. Intangible assets
21.1 Valuation methods useful life impairment test
The Group’s intangible assets include product registration assets intangible assets upon purchase of products
marketing rights and rights to use tradenames and trademarks land use rights software and customer rela-
tions. Intangible assets are stated at cost less accumulated amortization and impairment losses.When an intangible asset with a finite useful life is available for use its original cost less any accumulated
impairment losses is amortized over its estimated useful life using the straight-line method. An intangible
asset with an indefinite useful life is not amortized.For an intangible asset with a finite useful life the Group reviews the useful life and amortization method at
the end of the year and makes adjustments when necessary.The respective amortization periods for such intangible assets are as follows:
Item Amortization period (years)
Land use rights 49-50 years
Product registration 8-11 years
Intangible assets on purchase of products 7-20 years
Marketing rights tradename and trademarks 4-10 30 years
Exclusivity agreement 21 years
Software 3-5 years and 12 years for ERP
Customer relations 5-10 13 years
The difference between recoverable amounts of the intangible assets under the carrying amount is referred
to as impairment loss (see Note III 23).
181ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
21. Intangible assets - (cont’d)
21.2 Research and development expenditure
Internal research and development project expenditures were classified into research expenditures and de-
velopment expenditures depending on its nature and the greater uncertainty whether the research activities
becoming to intangible assets.Expenditure during the research phase is recognized as an expense in the period in which it is incurred.Expenditure during the development phase that meets all of the following conditions at the same time is
recognized as intangible asset:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- The Group has the intention to complete the intangible asset and use or sell it;
- The Group can demonstrate the ways in which the intangible asset will generate economic benefits;
- The availability of adequate technical financial and other resources to complete the development and the
ability to use or sell the intangible asset;
- The expenditure attributable to the intangible asset during its development phase can be reliably meas-
ured.Expenditures that do not meet all of the above conditions at the same time are recognized in profit or loss
when incurred. If the expenditures cannot be distinguished between the research phase and development
phase the Group recognizes all of them in profit or loss for the period. Expenditures that have previously
been recognized in the profit or loss would not be recognized as an asset in subsequent years. Those expend-
itures capitalized during the development stage are recognized as development costs incurred and will be
transferred to intangible asset when the underlying project is ready for an intended use.The research and development expenditure includes salaries and welfare expenses of personnel directly en-
gaged in research and development activities depreciation expenses of instruments and equipment used in
research and development activities expenses for field trial and professional services materials consumed
and lease and maintenance expenses related to research and development activities.
182ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
22. Goodwill
The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair
value of the identifiable net assets of the acquiree under a business combination not involving enterprises
under common control.Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses (see
Note III 23). On disposal of an asset group or a set of asset groups any attributable goodwill is written off
and included in the calculation of the profit or loss on disposal.
23. Impairment of long-term assets
The Company assesses at each balance sheet date whether there is any indication that the fixed assets con-
struction in progress right of use assets intangible assets with finite useful lives investment properties
measured at historical cost investments in subsidiaries joint ventures and associates may be impaired. If
there is any indication that such assets may be impaired recoverable amounts are estimated for such assets.The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value of
the future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount on
an individual basis. If it is not possible to estimate the recoverable amount of the individual asset the Group
determines the recoverable amount of the asset group to which the asset belongs. Identification of an asset
group is based on whether major cash inflows generated by the asset group are largely independent of the
cash inflows from other assets or asset groups.Goodwill arising from a business combination is tested for impairment at least at each year end irrespective
of whether there is any indication that the asset may be impaired. For the purpose of impairment testing the
carrying amount of goodwill acquired in a business combination is allocated from the acquisition date on a
reasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups
it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groups
is an asset group or set of asset group that is able to benefit from the synergies of the business combination
and shall not be larger than a reportable segment determined by the Group. If the carrying amount of the
asset group or set of asset groups is higher than its recoverable amount the amount of the impairment loss
first reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups and
then the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups
pro rata based on the carrying amount of each asset.Once the impairment loss of such assets is recognized it will not be reversed in any subsequent period.
24. Contract liabilities
Contract liabilities refer to the Group’s obligation to transfer goods or services to a customer for which the
Group has received consideration from the customer.
183ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
25. Employee benefits
25.1 Short-term employee benefits
Employee wages or salaries bonuses social security contributions measured on a non-discounted basis and
the expense is recorded when the related service is provided. A provision for short-term employee benefits
in respect of cash bonuses is recognized in the amount expected to be paid where the Group has a current
legal or constructive obligation to pay the said amount for services provided by the employee in the past and
the amount can be estimated reliably.
25.2 Post-employment benefits
Post-employment benefits are classified into defined contribution plans and defined benefit plans.A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to
a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contri-
butions to defined contribution plans are recognized as an expense in profit or loss in the periods during
which related services are rendered by employees.Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans.In accordance with the projected unit credit method the Group measures the obligations under defined ben-
efit plans using unbiased and mutually compatible actuarial assumptions to estimate related demographic
variables and financial variables and discount obligations under the defined benefit plans to determine the
present value of the defined benefit liability. The discount rate used is the yield on the reporting date on
highly-rated corporate debentures denominated in the same currency that have maturity dates approximating
the terms of the Group’s obligation.The Group attributes benefit obligations under a defined benefit plan to periods of service provided by re-
spective employees. Service cost and interest expense on the defined benefit liability are charged to profit or
loss and remeasurements of the defined benefit liability are recognized in other comprehensive income.
25.3 Termination benefits
When the Group terminates the employment with employees or provides compensation under an offer to
encourage employees to accept voluntary redundancy a provision is recognized with a corresponding ex-
pense in profit or loss at the earlier of when the Group can no longer withdraw the offer of the termination
benefit and when it recognises any related restructuring costs.If the benefits are payable more than 12 months after the end of the reporting period they are discounted to
their present value. The discount rate used is the yield on the reporting date on highly-rated corporate de-
bentures denominated in the same currency that have maturity dates approximating the terms of the Group’s
obligation.
184ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
25. Employee benefits - (cont’d)
25.4 Other long-term employee benefits
The Group’s net obligation for long-term employee benefits which are not attributable to post-employment
benefit plans is for the amount of the future benefit to which employees are entitled for services that were
provided during the current and prior periods.The amount of these benefits is discounted to its present value and the fair value of the assets related to these
obligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-rated
corporate debentures denominated in the same currency that have maturity dates approximating the terms
of the Group’s obligation.
26. Share-based payment
Share-based payment refers to the transaction in order to acquire the service offered by the employees or
other parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-based
payment classified into equity-settled share-based payment and cash-settled share-based payment.
26.1 Cash-settled share-based payment
The cash-settled share-based payment should be measured according to the fair value of the liabilities rec-
ognized based on the shares or other equity instrument undertaken by the Company. For cash-settled share-
based payment made in return for the rendering of employee services that cannot be exercised until the
services are fully provided during the vesting period or specified performance targets are met on each bal-
ance sheet date within the vesting period the services acquired in the current period shall based on the best
estimate of the number of exercisable instruments be recognized in relevant expenses and the corresponding
liabilities at the fair value of the liability incurred by the Company.On each balance sheet date and the settlement date before the settlement of the relevant liabilities the Com-
pany should re-measure the fair value of the liabilities and the changes should be included in the current
period profit and loss.
27. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency it is probable
that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation
can be measured reliably.The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the settlement date taking into account factors pertaining to a contingency such as the risks
uncertainties and time value of money. Where the effect of the time value of money is material the amount
of the provision is determined by discounting the related future cash outflows. The increase in the provision
due to passage of time is recognized as interest expense.If all or part of the provision settlements is reimbursed by third parties when the realization of income is
virtually certain then the related asset should be recognized. However the amount of related asset recog-
nized should not be exceeding the respective provision amount.At the balance sheet date the amount of provision should be re-assessed to reflect the best estimation then.
185ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
28. Revenue
Revenue of the Group is mainly from sale of goods.The Group recognizes revenue when transferring goods to a customer at the amount of the transaction price.The timing of transferring the control of goods changes according to the specific terms of the sale contract.Regarding sales of products transfer of the control of goods generally occurs when the products arrive at the
customer’s warehouse while for certain overseas shipments the transfer occurs when the products are loaded
on the shipper’s transport vehicles.Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for
transferring goods to a customer excluding amounts collected on behalf of third parties.Variable consideration
Variable consideration includes sales with a right of return (see below) refunds discounts volume rebates
etc. The amounts of variable consideration are estimated using the Group’s past experience in the relevant
markets. The Group includes in the transaction price the amounts of variable consideration only to the extent
that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not
occur when the uncertainty associated with the variable consideration is subsequently resolved.Significant financing component
For a contract with a significant financing component the Group recognize revenue at an amount that reflects
the price that a customer would have paid for the goods if the customer had paid cash for those goods at
receipt. The difference between the amount of consideration and the cash selling price of the goods is amor-
tized in the contract period using effective interest rate. The Group does not adjust the amount of consider-
ation for the effects of a significant financing component if the Group expects at contract inception that the
period between when the entity transfers a good to a customer and when the customer pays for that good
will be one year or less.Sale with a right of return
For sale with a right of return the Group recognizes revenue at the amount of consideration to which the
Group expects to be entitled (ie excluding the products expected to be returned). For any amounts received
(or receivable) for which an entity does not expect to be entitled the entity shall not recognize revenue when
it transfers products to customers but shall recognize those amounts received (or receivable) as a refund
liability. An asset recognized for the Group’s right to recover products from a customer on settling a refund
liability shall initially be measured by reference to the former carrying amount of the product less any ex-
pected costs to recover those products.Advance receipts for the sale of goods
When the Group receives advance payments from customers for the sale of goods it first recognizes such
payments as liabilities and then transfers them to revenue when the relevant performance obligations are
fulfilled.
186ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
29. Government grants
Government grants are transfer of monetary assets and non-monetary assets from the government to the
Group at no consideration including tax returns financial subsidies and so on. A government grant is rec-
ognized only when the Group can comply with the conditions attached to the grant and the Group will receive
the grant.If a government grant is in the form of a transfer of a monetary asset it is measured at the amount received
or receivable. If a government grant is in the form of a non-monetary asset it is measured at fair value. If
the fair value cannot be reliably determined it is measured at a nominal amount.Government grants are either related to assets or income.
(1) The basis of judgment and accounting method of the government grants related to assets
Government grants obtained for acquiring long-term assets are government grants related to assets. A gov-
ernment grant related to an asset is offset with the cost of the relevant asset.
(2) The basis of judgment and accounting method of the government grants related to income
For a government grant related to income if the grant is a compensation for related expenses or losses to be
incurred in subsequent periods the grant is recognized as deferred income and recognized in profit or loss
over the periods in which the related costs are recognized. If the grant is a compensation for related expenses
or losses already incurred the grant is recognized immediately in profit or loss for the period.Government grants related to the Group’s normal course of business are offset with related costs and ex-
penses. Government grants related that are irrelevant with the Groups’s normal course of business are in-
cluded in non-operating gains.
30. Current and deferred tax
The income tax expenses include current income tax and deferred income tax.
30.1 Current income tax
At the balance sheet date current income tax liabilities (or assets) for the current and prior periods are meas-
ured at the amount expected to be paid (or recovered) according to the requirements of tax laws.
30.2 Deferred tax assets and deferred tax liabilities
Temporary differences are differences between the carrying amounts of certain assets or liabilities and their
tax base.All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against which the
deductible losses and tax credits can be utilized.
187ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
30. Current and deferred tax - (cont’d)
30.2 Deferred tax assets and deferred tax liabilities - (cont’d)
For deductible losses and tax credits that can be carried forward deferred tax assets are recognized to the
extent that it is probable that future taxable profits will be available against which the deductible losses and
tax credits can be utilized. However for deductible temporary differences associated with the initial recog-
nition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business
combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time
of transaction no deferred tax asset or liability is recognized.At the balance sheet date deferred tax assets and liabilities are measured at the tax rates according to tax
laws that are expected to apply in the period in which the asset is realized or the liability is settled.Deferred tax liabilities are recognized for taxable temporary differences associated with investments in sub-
sidiaries and associates and interests in joint ventures except where the Group is able to control the timing
of the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.The Group may be required to pay additional tax in case of distribution of dividends by the Group companies.This additional tax was not included in the financial statements since the policy of the Group is not to
distribute in the foreseeable future a dividend which creates a significant additional tax liability.Except for those current income tax and deferred tax charged to comprehensive income or shareholders’
equity in respect of transactions or events which have been directly recognized in other comprehensive in-
come or shareholders’ equity and deferred tax recognized on business combinations all other current in-
come tax and deferred tax items are charged to profit or loss in the current period.At the balance sheet date the carrying amount of deferred tax assets is reviewed and reduced if it is no longer
probable that sufficient taxable profits will be available in the future to allow the benefit of deferred tax
assets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits will
be available.
30.3 Offset of income tax
When the Group has a legal right to settle current tax assets and liabilities on a net basis and tax assets and
tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities which intend to realize the assets and liabilities simultaneously current tax assets
and liabilities are offset and presented on a net basis.When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets and
liabilities simultaneously in each future period in which significant amounts of deferred tax assets or liabil-
ities are expected to be reversed deferred tax assets and deferred tax liabilities are offset and presented on a
net basis.
188ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
31. Leases
Lease is a contract that conveys the right to use an asset for a period of time in exchange for consideration.
31.1 Determining whether an arrangement contains a lease
On the inception date of the lease the Group determines whether the arrangement is a lease or contains a
lease while assessing if it conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use
of an identified asset the Group assesses whether it has the following two rights throughout the lease term:
(a) The right to obtain substantially all the economic benefits from use of the identified asset; and
(b) The right to direct the identified asset’s use.An arrangement does not contain a lease if an asset is leased for a period of less than 12 months or to lease of
asset with low economic value.
31.2 Initial recognition of leased assets and lease liabilities
Upon initial recognition the Group recognizes a liability at the present value of future lease payments (ex-
clude certain variable lease payments as detailed in Note III 31.4) and concurrently the Group recognizes a
right-of-use asset at the same amount adjusted for any prepaid lease payments paid at the lease date or before
plus initial direct costs incurred in respect of the lease.When the interest rate implicit in the lease is not readily determinable the incremental borrowing rate of the
lessee is used.The Group presents right-of-use assets separately from other assets in the balance sheet.
31.3 The lease term
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination
option if it is reasonably certain that the lessee will exercise or not exercise the option respectively.If there is a change in the lease term or in the assessment of an option to purchase the underlying asset the
Group remeasures the lease liability on the basis of the revised lease term and the revised discount rate and
adjust the right-of-use assets accordingly.
31.4 Variable lease payments
Variable lease payments that depend on an index or a rate are initially measured using the index or rate
existing at the commencement of the lease. When the cash flows of future lease payments change as the
result of a change in an index or a rate the balance of the liability is adjusted with a correspondence change
in the right-of-use asset.Other variable lease payments that are not included in the measurement of the lease liability are recognized
in profit or loss in the period in which the condition that triggers payment occurs.
189ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
31. Leases - (cont’d)
31.5 Subsequent measurement
After lease commencement a right-of-use asset is measured on a cost basis less accumulated depreciation
and accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset is
depreciated on a straight-line basis over the useful life or contractual lease period whichever earlier.The Group applies ASBE8 Impairment of Assets to determine whether the right-of-use asset is impaired
and to account for any impairment loss identified.A lease liability is measured after the lease commencement date at amortized cost using the effective interest
method.
32. Other significant accounting policies and accounting estimates
32.1 Hedging
The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflation
risks and derivatives that are not used for hedging.Hedge accounting
The Group makes an assessment both at the inception of the hedge relationship as well as on an ongoing
basis whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flows
that can be attributed to the hedged risk during the period for which the hedge is designated.An effective hedge exists when all of the below conditions are met:
* There is an economic relationship between the hedged item and the hedging instrument;
* the effect of credit risk does not dominate the value changes that result from that economic relation-
ship;
* the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity
actually uses to hedge that quantity of hedged item.On the commencement date of the accounting hedge the Group formally documents the relationship between
the hedging instrument and hedged item including the Group’s risk management objectives and strategy in
executing the hedge transaction together with the methods that will be used by the Group to assess the
effectiveness of the hedging relationship.With respect to a cash-flow hedge a forecasted transaction that constitutes a hedged item must be highly
probable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss.
190ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
32. Other significant accounting policies and accounting estimates - (cont’d)
32.1 Hedging - (cont’d)
Cash-flow hedges
Subsequent to the initial recognition changes in the fair value of derivatives used to hedge cash flows are
recognized through other comprehensive income directly in a hedging reserve with respect to the part of the
hedge that is effective. Regarding the portion of the hedge that is not effective the changes in fair value are
recognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit and
loss in the period in which the hedged cash flows impact profit or loss and is presented in the same line item
in the statement of income as the hedged item.If the hedging instrument no longer meets the criteria for hedge accounting expires or is sold terminated or
exercised the hedge accounting is discontinued. The cumulative gain or loss previously recognized in a
hedging reserve through other comprehensive income remains in the reserve until the forecasted transaction
occurs or is no longer expected to occur. If the forecasted transaction is no longer expected to occur the
cumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profit
or loss.Economic hedge
Hedge accounting is not applied with respect to derivative instruments used to economically hedge financial
assets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of such deriv-
atives are recognized in profit or loss as gain (loss) from changes in fair value.
32.2 Securitization of assets
Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Account
receivables.
32.3 Segment reporting
Reportable segments are identified based on operating segments which are determined based on the structure
of the Group’s internal organization management requirements and internal reporting system.Two or more operating segments may be aggregated into a single operating segment if the segments have
similar economic characteristics and are same or similar in respect of the nature of each product and service
the nature of production processes the type or class of customers for the products and services the methods
used to distribute the products or provide the services and the nature of the regulatory environment.Inter-segment revenues are measured on the basis of actual transaction price for such transactions for seg-
ment reporting. Segment accounting policies are consistent with those for the consolidated financial state-
ments.
191ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
32. Other significant accounting policies and accounting estimates - (cont’d)
32.4 Profit distributions to shareholders
Dividends which are approved after the balance sheet date are not recognized as a liability at the balance
sheet date but are disclosed in the notes separately.
33. Changes in significant accounting policies and accounting estimates
33.1 Changes in significant accounting policies
There are no significant changes in accounting policies in the reporting period.
33.2 Changes in significant accounting estimates
There are no significant changes in accounting estimates in the reporting period.
34. Significant accounting estimates and judgments
The preparation of the financial statements requires management to make estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets liabilities income and ex-
penses. Actual results may differ from these estimates. Estimates as well as underlying assumptions and
uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimate is revised and in any future periods affected.Notes V.34 Note VIII Note IX and Note XIII contain information about the assumptions and their risk
factors relating to post-employment benefits – defined benefit plans fair value of financial instruments and
share-based payments. Other key sources of estimation uncertainty are as follows:
34.1 Expected credit loss of trade receivables
As described in Note III.12 trade receivables are reviewed at each balance sheet date to determine whether
credit risk on a receivable has increased significantly since initial recognition lifetime expected losses is
accrued for impairment provision. Evidence of impairment includes observable data that comes to the atten-
tion of the Group about loss events such as a significant decline in the solvency of an individual debtor or
the portfolio of debtors and significant changes in the financial condition that have an adverse effect on the
debtor. If there is objective evidence of a recovery in the value of receivables which can be related objectively
to an event occurring after the impairment was recognized the previously recognized impairment loss is
reversed.
192ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.2 Provision for impairment of inventories
As described in Note III.15 the net realisable value of inventories is under management’s regular review
and as a result provision for impairment of inventories is recognized for the excess of inventories’ carrying
amounts over their net realisable value. When making estimates of net realisable value the Group takes into
consideration the use of inventories held on hand and other information available to form the underlying
assumptions including the inventories’ market prices and the Group’s historical operating costs. The actual
selling price the costs of completion and the costs necessary to make the sale and relevant taxes may vary
based on the changes in market conditions and product saleability manufacturing technology and the actual
use of the inventories resulting in the changes in provision for impairment of inventories. The net profit or
loss may then be affected in the period when the impairment of inventories is adjusted.
34.3 Impairment of assets other than inventories and financial assets
As described in Note III.23 if impairment indication exists assets other than inventories and financial assets
are assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable amount
of the assets. If any such case exists an impairment loss is recognized.If it is not practical to estimate the recoverable amount of an individual asset the recoverable amount of the
asset group to which the asset belongs will be estimated. Impairment exists if the carrying amount of an asset
or asset group is higher than recoverable amount the higher of its fair value less costs of disposal and the
present value of the future cash flows expected to be derived from the asset or asset group. In assessing the
present value of estimated future cash flows significant judgements are exercised over the asset’s production
selling price related operating expenses and discount rate to calculate the present value. All the parameters
used for estimation of the recoverable amount are based on reasonable and supportable assumptions.
34.4 Depreciation and amortisation of assets such as fixed assets and intangible assets
As described in Note III.18 and III.21 assets such as fixed assets and intangible assets are depreciated and
amortised over their useful lives after taking into account residual value. The estimated useful lives of the
assets are regularly reviewed to determine the depreciation and amortisation costs charged in each reporting
period. The useful lives of the assets are determined based on historical experience of similar assets and the
estimated technical changes. If there have been significant changes in the factors used to determine the de-
preciation or amortisation the rate of depreciation or amortisation is revised prospectively.
193ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.5 Income taxes and deferred income tax
The Company and Group companies are assessed for income tax purposes in a large number of jurisdictions
and therefore Company management is required to use considerable judgment in determining the total pro-
vision for taxes and attribution of income.When assessing whether there will be sufficient future taxable profits available against which the deductible
temporary differences can be utilised the Group recognizes deferred tax assets to the extent that it is probable
that future taxable profits will be available against which the deductible temporary differences can be utilised
using tax rates that would apply in the period when the asset would be utilised. In determining the amount
of deferred tax assets the Group makes reasonable judgements and estimates about the timing and amount
of taxable profits to be utilised in the following periods and of the tax rates applicable in the future according
to the existing tax policies and other relevant regulations. If the actual timing and amount of future taxable
profits or the actual applicable tax rates differ from the estimates made by management the differences affect
the amount of tax expenses.
34.6 Contingent liabilities
When assessing the possible outcomes of legal claims filed against the Company and its investee companies
the company positions are based on the opinions of their legal advisors. These assessments by the legal
advisors are based on their professional judgment considering the stage of the proceedings and the legal
experience accumulated regarding the various matters. Since the results of the claims will be determined by
the courts the outcomes could be different from the assessments.In addition to the said claims the Group is exposed to unasserted claims inter alia where there is doubt as
to interpretation of the agreement and/or legal provision and/or the manner of their implementation. This
exposure is brought to the Company’s attention in several ways among others by means of contacts made
to Company personnel. In assessing the risk deriving from the unasserted claims the Company relies on
internal assessments by the parties dealing with these matters and by management who weigh assessment
of the prospects of a claim being filed and the chances of its success if filed. The assessment is based on
experience gained with respect to the filing of claims and the analysis of the details of each claim. By their
nature in view of the preliminary stage of the clarification of the legal claim the actual outcome could be
different from the assessment made before the claim was filed.
34.7 Employee benefits
The Group’s liabilities for long-term post-employment and other benefits are calculated according to the
estimated future amount of the benefit to which the employee will be entitled in consideration for his services
during the current period and prior periods. The benefit is stated at present value net of the fair value of the
plan’s assets based on actuarial assumptions. Changes in the actuarial assumptions could lead to material
changes in the book value of the liabilities and in the operating results.
194ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d)
34. Significant accounting estimates and judgments - (cont’d)
34.8 Derivative financial instruments
The Group enters into transactions in derivative financial instruments for the purpose of hedging risks related
to foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair value of
derivative financial instruments is based on quotes from financial institutions. The reasonableness of the
quotes is examined by discounting the future cash flows based on the terms and length of the period to
maturity of each contract while using market interest rates of a similar instrument as of the measurement
date. Changes in the assumptions and the calculation model could lead to material changes in the fair value
of the assets and liabilities and in the results.
195ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation
1. Main types of taxes and corresponding tax rates
The income tax rate in China is 25% (2024: 25%). The subsidiaries outside of China are assessed based on
the tax laws in the country of their residence.Set forth below are the tax rates outside China relevant to the largest subsidiaries of the Group in respect of
assets and operating income:
Name of subsidiary Location 2025
ADAMA agriculture solutions Ltd. Israel 23.0%
ADAMA Makhteshim Ltd. Israel 7.5%
ADAMA Agan Ltd. Israel 16.0%
ADAMA Brasil S/A Brazil 34.0%
Makhteshim Agan of North America Inc. U.S. 24.1%
ADAMA India Private Ltd India 25.2%
ADAMA Deutschland GmbH Germany 32.5%
Control Solutions Inc. U.S. 25.8%
Adama Australia Pty Ltd Australia 30.0%
ADAMA Northern Europe B.V. Netherlands 25.8%
ADAMA Italia SRL Italy 27.9%
Alligare LLC U.S. 26.1%
The VAT rate of the Group's subsidiaries is in the range between 2.6% to 27%.
(1) Benefits from High-Tech Certificate
The Company was jointly approved as new and high-tech enterprise by the Hubei Provincial Department
of Science and Technology Department of Finance of Hubei Province and Hubei Provincial Office of the
State Administration of Taxation. The applicable income tax rate for 2025 and 2024 is 15%.Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd hereinafter -“Anpon") a subsidiary of the Company was jointly approved as new and high-tech enterprise by the JiangsuProvincial Department of Science and Technology Department of Finance of Jiangsu Province and Jiangsu
Provincial Office of the State Administration of Taxation. The applicable income tax rate for 2025 and 2024
is 15%.
(2) Amendment to the Law for the Encouragement of Capital Investments 1959
Since 2013 the Israeli enterprises are taxed under the "Preferred Enterprise" regime. The benefits include a
grants track for enterprises located in Area A. Tax rates on preferred income as from 2017 tax year are as
follows: 7.5% for Development Area A and 16% for the rest of the country. The amendment further deter-
mined that no tax shall apply to dividend distributed out of preferred income to Israel resident company
shareholder.
196ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation - (cont’d)
1. Main types of taxes and corresponding tax rates - (cont’d)
(3) Amendment to the Law for the Encouragement of Capital Investments 1959 - (cont’d)
As of January 1 2017 the law includes new tax benefit tracks for a “preferred technological enterprise” and
a “special preferred technological enterprise” which award reduced tax rates to a technological industrial
enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets.The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a
“special preferred technological enterprise” with respect to taxable “preferred technological income” per its
definition in the Encouragement Law. Regulations that provide a nexus formula for allocating eligible profits
govern these regimes.Income of a Preferred Technological Enterprise a Special Preferred Technological Enterprise will be subject
to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located.
197ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements
1. Cash at Bank and On Hand
December 31 December 31
20252024
Cash on hand 1107 1317
Deposits in banks 3352219 3582646
Other cash and bank balances 96974 46645
34503003630608
Including cash and bank balances placed outside China 2279489 2849640
As at December 31 2025 restricted cash and bank balances was 96974 thousand RMB (as at December 31
2024 46645 thousand RMB) mainly including deposits that guarantee bank acceptance drafts.
2. Financial assets held for trading
December 31 December 31
20252024
Bank deposits 1223 1035
12231035
3. Derivative financial assets
December 31 December 31
20252024
Economic hedge 401091 445465
Accounting hedge derivatives 48288 38357
449379483822
4. Bills Receivable
December 31 December 31
20252024
Post-dated checks receivable 358489 65565
35848965565
198ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable
a. By category
December 31 2025
Provision for expected
Book value credit losses
Percentage Carrying
Amount (%) Amount Percentage (%) amount
Account receivables assessed 617676 8 350083 57 267593
individually for impairment
Account receivables assessed 6968418 92 111275 2 6857143
collectively for impairment
758609410046135867124736
December 31 2024
Provision for expected
Book value credit losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed 497541 6 321410 65 176131
individually for impairment
Account receivables assessed 7911529 94 109830 1 7801699
collectively for impairment
840907010043124057977830
b. Aging analysis
December 31 2025
Within 1 year (inclusive) 7015671
Over 1 year but within 2 years 306667
Over 2 years but within 3 years 49131
Over 3 years but within 4 years 16609
Over 4 years but within 5 years 13109
Over 5 years 184907
7586094
199ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
Main groups of account receivables assessed collectively for impairment based on geographical loca-
tion:
Geographical location A:
Account receivables in geographical location A are grouped based on similar credit risk:
December 31 2025
Provision for expected
Book value credit loss Percentage (%)
Credit group A 1214775 4040 0.3
Credit group B 578576 8932 1.5
Credit group C 437027 12277 2.8
Credit group D 69751 264 0.4
2300129255131.1
Geographical location B:
Account receivables in geographical location B are grouped based on aging analysis:
December 31 2025
Provision for expected
Book value credit loss Percentage (%)
Accounts receivable that are not overdue 571330 5646 1
Debts overdue less than 100 days 78380 2351 3
Debts overdue less than 190 days but 7316 732 10
more than 100 days.Debts overdue less than 360 days but 17873 7149 40
more than 190 days.Debts overdue above 360 days 18034 13338 74
Legal Debtors 45260 45260 100
7381937447610
Other geographical locations:
December 31 2025
Provision for expected
Book value credit loss Percentage (%)
Other account receivables assessed 3930096 11286 0.3
collectively for impairment
200ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
c. Addition written-back and written-off of provision for expected credit losses during the period
Lifetime ex-
pected credit loss Lifetime expected
(credit losses has credit loss (credit
not occurred) losses has occurred) Total
January 1 2025 55908 375332 431240
Addition (write back) during the period net (12641) 117980 105339
Write-off during the period - (31365) (31365)
Classification between long term and short - (45942) (45942)
term net
Exchange rate effect (839) 2925 2086
Balance as of December 31 2025 42428 418930 461358
d. Five largest accounts receivable at December 31 2025:
Allowance of expected
Proportion of Accounts credit losses (credit losses
Name Closing balance receivable (%) has occurred)
Customer 1 211212 2.8 -
Customer 2 121331 1.6 -
Customer 3 118864 1.6 -
Customer 4 102135 1.3 95261
Customer 5 94636 1.2 -
Total 648178 8.5 95261
e. Derecognition of accounts receivable due to transfer of financial assets
Certain subsidiaries of the group entered into a securitization transaction with Rabobank International for
sale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”).Pursuant to the Securitization Program the companies will sell their trade receivables debts in various dif-
ferent currencies to a foreign company that was set up for this purpose and that is not owned by the Adama
Ltd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the Acquiring Com-
pany is financed by Cooperative Rabobank U.A..The trade receivables included as part of the Securitization Transaction are trade receivables that meet the
criteria provided in the agreement.Every year the credit facility is re-approved in accordance with the Securitization Program. As at 31 Decem-
ber 2025 the Securitization agreement was approved up to October 24 2026.
201ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’s
activities as follows: during January - 350m$ (as of December -2025 2460 million RMB ) during the
months of February through July – 400m$ ((as of December -2025 2812 million RMB ) during the months
of August through September – 300m$ (as of December -2025 2109 million RMB) during the months of
October through November- 275m$ (as of December -2025 1933 million RMB) and during the month of
December – 300m$ (as of December -2025 2109 million RMB). In addition the company has a permanent
uncommitted facility of 50$ million (as of December 30 2025- 351 million RMB) which will be applicable
each period. The proceeds received from those customers whose debts were sold are used for acquisition of
new trade receivables.The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculated
based on among other things the expected length of the period between the date of sale of the trade receiv-
able and its anticipated repayment date. In the month following acquisition of the debt the Acquiring Com-
pany pays in cash most of the debt while the remainder is recorded as a subordinated note and as continuing
involvement that is paid after collection of the debt sold. If the customer does not pay its debt on the antici-
pated repayment date the Company bears interest up to the earlier of the date on which the debt is actually
repaid or the date on which debt collection is transferred to the insurance company (the actual costs are not
significant and are not expected to be significant).The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold and
will not have a right of recourse to the Company in respect of the amounts paid in cash except regarding
debts with respect to which a commercial dispute arises between the companies and their customers that is
a dispute the source of which is a claim of non-fulfillment of an obligation of the seller in the supply agree-
ment covering the product such as: a failure to supply the correct product a defect in the product delin-
quency in the supply date and the like.The Acquiring Company appointed a policy manager who will manage for it the credit risk involved with
the trade receivables sold including an undertaking with an insurance company.Pursuant to the Receivables Servicing Agreement the Group subsidiaries handle collection of the trade re-
ceivables as part of the Securitization Transaction for the benefit of the Acquiring Company.As part of the agreement Solutions is committed to comply with certain financial covenants mainly the ratio
of the liabilities to equity and profit ratios. As of December 31 2025 Solutions was in compliance with the
financial covenants.The accounting treatment of sale of the trade receivables included as part of the Securitization Program is:
The Company is not controlling the Acquiring Company therefore the Acquiring Company is not consoli-
dated in the financial statements.The Company continues to recognize the trade receivables included in the Securitization Program based on
the extent of its continuing involvement therein.A subordinated note is recorded in respect of the portion of trade receivables included in the Securitization
Program with respect to outstanding cash proceeds however the Company has transferred the credit risk.The continuing involvement and subordinated note recorded in the balance sheet as part of the “other receiv-ables” line item.
202ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the
“financing expenses”.f. A subsidiary in Brazil (hereinafter - “the subsidiary”) entered into the following securitization agree-
ments:
Since 2016 a securitization transaction with Rabobank Brazil for sale of customer receivables (hereinafter
"FIDC-Donegal agreement"). Under the FIDC-Donegal agreement the subsidiary will sell its receivables to
a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the subsidiary
has subordinate rights of 5% of the entity's capital.As at June 17 2024 the FIDC-Donegal agreement was approved up to September 30 2027. The maximum
securitization scope as of December 31 2025 is BRL 386 million (498 million RMB).On the date of the sale of the customer receivables the entity pays the full amount which is the debt amount
sold net of discount calculated among others over the expected length of the period between the date of sale
of the customer receivable and its anticipated repayment date.The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the entity
has the right of recourse to 5% of the unpaid amount. The subsidiary has a pledged deposit with regards to
the entity’s right of recourse.The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its con-
tinuing involvement therein (5% right of recourse) and also recognizes an associated liability in the same
amount.In "FIDC-Donegal agreement" the subsidiary handles the collection of receivables included in the securiti-
zation for the entity.In the agreement above the subsidiary does not control the entities and therefore the entities are not consol-
idated in the Group's financial statements.The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income in
the “financing expenses” category.
203ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
5. Accounts Receivable – (cont'd)
f. Derecognition of accounts receivable due to transfer of financial assets - (cont'd)
December 31 December 31
20252024
Accounts receivables derecognized 3275491 3114041
Continuing involvement 148167 137471
Subordinated note in respect of trade receivables 777505 897443
Liability in respect of trade receivables 29191 21127
Year ended December 31
20252024
Loss in respect of sale of trade receivables 230243 219652
6. Receivables financing
December 31 December 31
20252024
Bank acceptance draft 30767 144763
30767144763
As at December 31 2025 bank acceptance endorsed but not yet due amounts to 422948 thousands RMB.
7. Prepayments
(1) The aging analysis of prepayments is as follows:
December 31 December 31
20252024
Amount Percentage (%) Amount Percentage (%)
Within 1 year (inclusive) 358321 98 306019 98
Over 1 year but within 2 years (inclusive) 8726 2 5138 2
Over 2 years but within 3 years (inclusive) 774 - 1711 -
Over 3 years 191 - 674 -
368012100313542100
(2) Total of five largest prepayments by debtor at the end of the period:
Percentage of prepayments
Amount (%)
December 31 2025 169817 46
204ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
8. Other Receivables
(1) Other receivables by nature
December 31 December 31
20252024
Dividend receivable 2325 -
Others 1073839 1147469
10761641147469
a. Others breakdown by categories
December 31 December 31
20252024
Subordinated note in respect of trade receivables 777505 897443
Trade receivables as part of securitization transactions
not yet eliminated 148167 137471
Other 162387 130385
Sub total 1088059 1165299
Provision for expected credit losses - other receivables (14220) (17830)
10738391147469
b. Other receivables by aging
December 31
2025
Within 1 year (inclusive) 1065262
Over 1 year but within 2 years 3901
Over 2 years but within 3 years 3564
Over 3 years but within 4 years 4238
Over 4 years but within 5 years 2474
Over 5 years 8620
1088059
(2) Additions recovery or reversal and written-off of provision for expected credit losses during the
period:
Year ended
December 31 2025
Balance as of January 1 2025 17830
Addition (written back) during the period (1031)
Write-off during the period (2430)
Exchange rate effect (149)
Balance as of December 31 2025 14220
205ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
8. Other Receivables – (cont'd)
(3) Five largest other receivables at December 31 2025:
Allowance of ex-
Proportion of other re- pected credit
Name Closing balance ceivables (%) losses
Party 1 777505 71 -
Party 2 7479 1 -
Party 3 4780 - -
Party 4 3125 - 3125
Party 5 1647 - 1647
Total 794536 72 4772
9. Inventories
(1) Inventories by category:
December 31 2025
Provision for impair-
Book value ment Carrying amount
Raw materials 2903909 32098 2871811
Work in progress 1806286 820 1805466
Finished goods 6729824 277285 6452539
Others 495793 17767 478026
1193581232797011607842
December 31 2024
Provision for impair-
Book value ment Carrying amount
Raw materials 2675281 24255 2651026
Work in progress 1831853 4151 1827702
Finished goods 6490899 280088 6210811
Others 487335 12211 475124
1148536832070511164663
206ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
9. Inventories - (cont'd)
(2) Provision for impairment of inventories:
For the year ended December 31 2025
December
January 1 Reversal or 31 2025
2025 Provision write-off Other 2025
Raw material 24255 20576 (12027) (706) 32098
Work in progress 4151 1039 (4363) (7) 820
Finished goods 280088 301382 (302202) (1983) 277285
Others 12211 6396 (1090) 250 17767
320705329393(319682)(2446)327970
10. Other Current Assets
December 31 December 31
20252024
Deductible VAT 528604 611737
Current tax assets 311227 261872
Short term investments 155154 72725
Others 99288 41759
1094273988093
11. Long-Term Receivables
December 31 December 31
20252024
Long term account receivables from sale of goods 180324 159813
Provision for expected credit losses (62121) -
118203159813
1) Additions recovery or reversal of provision for expected credit losses during the period:
Provision for
long term re-
ceivables
Balance as of January 1 2025 -
Classification between long term and short term net 45942
Addition (write back) during the period net 11238
Exchange rate effect 4941
Balance as of December 31 2025 62121
207ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
12. Long-Term Equity Investments
(1) Long-term equity investments by category:
December 31 December 31
20252024
Joint venture 2129 1907
Associate 37183 28320
3931230227
(2) Movements of long-term equity investments for the period are as follows:
Other Compre- Declared dis-
January 1 Investment hensive gain tribution of Balance at the
2025 income (loss) cash dividend end of the period
Joint ven-
ture
Investee A 1907 269 (47) - 2129
Sub-total 1907 269 (47) - 2129
Associate
Investee B 28320 9369 2817 (3323) 37183
Sub-total 28320 9369 2817 (3323) 37183
Sub-total 30227 9638 2770 (3323) 39312
13. Other equity investments
December 31 December 31 Dividend recognized
2025 2024 during 2025
Investment A 54299 54299 2325
Investment B 75497 77174 -
1297961314732325
Other equity investments are non-core businesses that are intended to be held in the foreseeable future.
208ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
14. Fixed assets
Land & Machinery & Office & other
Buildings equipment Motor vehicles equipment Total
Cost
Balance as at January 1 2025 4555365 19377869 192853 513027 24639114
Purchases 111311 81426 32442 37344 262523
Transfer from construction in progress 97441 1380207 663 5709 1484020
Disposals (52408) (814947) (52934) (63259) (983548)
Currency translation adjustment (19237) (287641) (618) ) 5585( (313081)
Balance as at December 31 2025 4692472 19736914 172406 487236 25089028
Accumulated depreciation
Balance as at January 1 2025 (1931798) (11484429) (85812) (410178) (13912217)
Charge for the period (145564) (814360) (30772) (40847) (1031543)
Disposals 37927 759900 38219 61634 897680
Currency translation adjustment 19975 158590 322 5967 184854
Balance as at December 31 2025 (2019460) (11380299) (78043) (383424) (13861226)
Provision for impairment
Balance as at January 1 2025 (392586) (569765) (694) (957) (964002)
Charge for the period (191) (246817) - - (247008)
Transfer from construction in progress - (3897) - - (3897)
Disposals 7005 39990 13 5 47013
Currency translation adjustment 5192 8447 - 4 13643
Balance as at December 31 2025 (380580) (772042) (681) (948) (1154251)
Carrying amounts
As at December 31 2025 2292432 7584573 93682 102864 10073551
As at January 1 2025 2230981 7323675 106347 101892 9762895
The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China.
209ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
15. Construction in Progress
(1) Construction in progress
December 31 December 31
20252024
Provision for im- Provision for im-
Book value pairment Carrying amount Book value pairment Carrying amount
1213760(316585)8971752306480(309588)1996892
(2) Details and Movements of major construction projects in progress during period ended December 31 2025
Actual
Including: Currency Transfer cost to Project
January Interest translation to fixed December budget progress
Budget 1 2025 Additions capitalized differences assets Impairment 31 2025 (%) (%) Source of funds
Project A 1048741 123633 8889 - - (63282) (2932) 66308 77% 77% Bank loan and internal finance
Project B 941859 788927 66168 9336 (72198) (620521) - 162376 83% 83% Bank loan and internal finance
* As of December 31 2025 Project A and include impairment of RMB 17 million.
210ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
16. Right-of-use assets
Land & Build- Machinery & Office & other
ings equipment Motor vehicles equipment Total
Cost
Balance as at January 1 2025 733276 44712 287129 4773 1069890
Additions 218216 585 108726 - 327527
Decrease (110033) (2420) (109870) (447) (222770)
Currency translation adjustment 11484 (950) (3357) (102) 7075
Balance as at December 31 2025 852943 41927 282628 4224 1181722
Accumulated depreciation
Balance as at January 1 2025 (338365) (20471) (151141) (2754) (512731)
Charge for the period (96473) (5434) (84350) (819) (187076)
Decrease 75011 2420 95658 440 173529
Currency translation adjustment 3234 482 2201 82 5999
Balance as at December 31 2025 (356593) (23003) (137632) (3051) (520279)
Provision for impairment
Balance as at January 1 2025 - - - - -
Balance as at December 31 2025 - - - - -
Carrying amounts
As at December 31 2025 496350 18924 144996 1173 661443
As at January 1 2025 394911 24241 135988 2019 557159
211ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
17. Intangible Assets
Marketing
Intangible assets rights trade-
Product registra- on Purchase of name and trade- Customers rela-
tion Products Software marks tions Land use rights (1) Others(2) Total
Costs
Balance as at January 1 2025 13458047 4280000 1522254 851480 647905 507127 677222 21944035
Purchases 340558 - 130384 - - - 24449 495391
Disposals (251153) - (50442) (51321) - - (90088) (443004)
Currency translation adjustment (255558) (96803) (34021) (17031) (9783) (882) (6574) (420652)
Balance as at December 31 2025 13291894 4183197 1568175 783128 638122 506245 605009 21575770
Accumulated amortization
Balance as at January 1 2025 (10900925) (3541336) (943309) (591866) (410266) (119350) (306093) (16813145)
Charge for the period (560979) (111158) (115929) (21579) (42412) (10335) (21084) (883476)
Disposals 230152 - 50074 51321 - - 88449 419996
Currency translation adjustment 225193 80507 16910 11649 6647 (752) 3921 344075
Balance as at December 31 2025 (11006559) (3571987) (992254) (550475) (446031) (130437) (234807) (16932550)
Provision for impairment
Balance as at January 1 2025 (161347) (161782) (9488) - - - (1618) (334235)
Charge for the period (14431) (1436) - - - - - (15867)
Disposals 8765 - - - - - - 8765
Currency translation adjustment (3376) 3621 215 - - - - 460
Balance as at December 31 2025 (170389) (159597) (9273) - - - (1618) (340877)
Carrying amount
As at December 31 2025 2114946 451613 566648 232653 192091 375808 368584 4302343
As at January 1 2025 2395775 576882 569457 259614 237639 387777 369511 4796655
(1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office mostly due to registration procedures or technical problems.
(2) Mainly exclusivity agreements.
212ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
18. Goodwill
Changes in goodwill
The Group allocates goodwill to two cash generating units ("CGU" ) Crop Protection (Agro) and a non-core ac-
tivity included in the Intermediates and ingredients segment. At the end of the year or more frequently whether
indicators for impairment exists the Group estimates the recoverable amount of each CGU for which goodwill
has been allocated to using the DCF model based on:
* The actual results of 2025 2026 workplan and the forecast results for the next 4 years. The key assump-
tions contains projected revenue growth rate and gross margin.* The discount rate (8.6% WAAC) based on the company's cost of equity and cost of debt taking into
account the comprehensive risk factors.* The annual growth rate (1.5%) based on the management projections and market expectations.As of December 31 2025 the value in use of the cash generating units to which goodwill has been allocated to
exceeds its carrying amount.Currency Balance at De-
January 1 Change dur- translation cember 31
2025 ing the year adjustment 2025
Book value 5074283 - (109833) 4964450
Impairment provision - - - -
Carrying amount 5074283 - (109833) 4964450
19. Deferred Tax Assets and Deferred Tax Liabilities
(1) Deferred tax assets without taking into consideration of the offsetting of balances within the same
tax jurisdiction
December 31 December 31
20252024
Deductible Deductible
temporary Deferred tax temporary Deferred tax
differences assets differences assets
Deferred tax assets
Deferred tax assets in respect of carry
forward losses 3217169 484298 3882406 572189
Deferred tax assets in respect of inven-
tories 2199271 585021 1717590 450346
Deferred tax assets in respect of em-
ployee benefits 874432 142094 889110 143905
Other deferred tax asset 2508133 644334 2026968 545029
8799005185574785160741711469
213ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
19. Deferred Tax Assets and Deferred Tax Liabilities - (cont’d)
(2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the
same tax jurisdiction
December 31 December 31
20252024
Taxable Taxable
temporary Deferred tax temporary Deferred tax
differences liabilities differences liabilities
Deferred tax liabilities
Deferred tax liabilities in respect of
fixed assets intangible assets and
right-of-use assets 4258988 785595 3982775 702896
42589887855953982775702896
(3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting
December 31 December 31
20252024
The offset The offset
amount of Deferred tax amount of de-
deferred tax assets or lia- ferred tax as- Deferred tax
assets and li- bilities after sets and liabili- assets or liabili-
abilities offset ties ties after offset
Presented as:
Deferred tax assets 561571 1294176 419815 1291654
Deferred tax liabilities 561571 224024 419815 283081
(4) Details of unrecognized deferred tax assets
December 31 December 31
20252024
Deductible temporary differences 830630 790191
Deductible losses carry forward 5547431 4875741
63780615665932
(5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets
December 31 December 31
20252024
2026190326190008
20274058520920
2028238789215536
2029199050148322
After 2029 4878681 4295683
55474314875741
214ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
19. Deferred Tax Assets and Deferred Tax Liabilities - (cont'd)
(6) Unrecognized deferred tax liabilities
When calculating the deferred taxes taxes that would have applied in the event of realizing investments
in subsidiaries were not taken into account since it is the Company’s intention to hold these investments
and not realize them.
20. Other Non-Current Assets
December 31 December 31
20252024
Judicial deposits 152033 117624
Advances in respect of non-current assets 38745 16296
Assets related to securitization 27799 60296
Long term investments - 49837
Others 184882 76774
403459320827
21. Short-Term Loans
Short-term loans by category:
December 31 December 31
20252024
Unsecured loans 6673792 4748720
66737924748720
215ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements – (cont'd)
22. Derivative financial liabilities
December 31 December 31
20252024
Economic hedge 152525 268149
Accounting hedge derivatives 37056 10431
189581278580
23. Bills Payables
December 31 December 31
20252024
Post-dated checks payables 221808 202821
Note payables draft 400852 236674
622660439495
As at December 31 2025 none of the bills payable are overdue.
24. Accounts payable
December 31 December 31
20252024
Within 1 year (including 1 year) 5379999 4881335
1-2 years (including 2 years) 43276 14600
2-3 years (including 3 years) 4125 11061
Over 3 years 34349 27869
54617494934865
There are no significant accounts payables aging over one year.As at December 31 2025 the amount of the accounts payable included under the supplier financing
arrangements was 1040262 thousand RMB (as at December 31 2024: 1595824 thousand RMB).Accounts payables under financing arrangements have payment due dates ranging from 90 to 180 days
from the invoice date. Comparable accounts payable that are not part of supplier financing arrange-
ments have similar payment terms.Under supplier finance arrangements participating suppliers may elect to receive early payment from
the financial institutions for invoices owed and the company makes a payment to the financial institu-
tions on the original invoice due date regardless of whether the supplier has elected to receive early
payment or not.
216ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
24. Accounts payable - (cont'd)
The company may provide guarantees to the financial institutions (as may be provided to suppliers
directly as well) but incurs no interest or other charges payable to the financial institutions on the
payments made.The balance of the accounts payable is not derecognized from the balance sheet because the original
liability is not substantially modified on entering the arrangements as it continues to carry the charac-
teristic of accounts payable and represent liabilities to pay for goods and services.The settlements to the financial institutions are included within operating cash flows because they
continue to be part of the normal operating cycle.Supplier financing arrangements have no impact on the company's liquidity risk.
25. Contract liabilities
December 31 December 31
20252024
Discount for customers 813747 941955
Advances from customers 975743 868809
17894901810764
26. Employee Benefits Payable
December 31 December 31
20252024
Short-term employee benefits 643371 539144
Post-employment benefits 46389 53100
Share based payment (See note XIII) 110 14191
Other benefits within one year 197286 185565
887156792000
Current maturities 49568 59784
936724851784
217ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
27. Taxes Payable
December 31 December 31
20252024
Corporate income tax 322939 276343
VAT 187569 212957
Others 28660 27461
539168516761
28. Other Payables
December 31 December 31
20252024
Dividends payables 750 750
Other payables 1417343 1416569
14180931417319
(1) Other payables
December 31 December 31
20252024
Accrued expenses 762284 692046
Liability in respect of securitization transactions 29191 21127
Hold-back payment due to acquistions 100000 131000
Payables in respect of intangible assets 43944 100350
Financial institutions 886 6692
Others 481038 465354
14173431416569
29. Non-Current Liabilities Due Within One Year
Non-current liabilities due within one year by category are as follows:
December 31 December 31
20252024
Long term loans from related party due within one year 2359991 -
Long-term loans due within one year 819790 1493018
Debentures payable due within one year 489394 574562
Lease liabilities due within one year 156028 163133
38252032230713
218ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
30. Other Current Liabilities
December 31 December 31
20252024
Put options to holders of non-controlling interests 544725 488531
Provision in respect of returns 344273 284287
Provision in respect of claims 39846 11264
Others 415 374
929259784456
31. Long-Term Loans
Long-term loans by category
December 31 December 31
2025 Interest range 2024 Interest range
Long term loans
Guaranteed loans - 352017 3.20%-3.40%
Unsecured loans 2327304 1.65%-6.45% 3307626 1.73%-9.79%
Total Long term loans 2327304 3659643
Less:
Long term loans from banks due within 1 year (819790) (1493018)
Long term loans net 1507514 2166625
* For more detailes regarding the guaranteed loans – see note X. related parties and related parties transac-
tions.For the maturity analysis see note VIII.C - Liquidity risk.
32. Debentures Payable
December 31 December 31
20252024
Debentures Series B 5383470 6894719
Current maturities (489394) (574562)
48940766320157
December 31
2025
First year (current maturities) 489394
Second year 489394
Third year 489394
Fourth year 489394
Fifth year and thereafter 3425894
5383470
219ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
32. Debentures Payable - (cont'd)
Movements of debentures payable for the year ended December 31 2025:
Original Original Balance at Amortization CPI and Repayment Currency Balance at
Maturity Face value Face value Issuance Maturity Issuance January 1 of discounts exchange during the translation December
period in RMB NIS date period amount 2025 or premium rate effect period adjustment 31 2025
Debentures November
Series B 2673640 1650000 4.12.2006 2020-2036 3043742 2890593 200 426854 (1005619) (74572) 2237456
Debentures November
Series B 843846 513527 16.1.2012 2020-2036 842579 876223 9170 131418 (301483) (22991) 692337
Debentures November
Series B 995516 600000 7.1.2013 2020-2036 1120339 1077469 3967 160781 (365644) (28197) 848376
Debentures November
Series B 832778 533330 1.2.2015 2020-2036 1047439 1002056 (2423) 149367 (336078) (26181) 786741
Debentures November
Series B 418172 266665 1-6.2015 2020-2036 556941 539058 (6490) 80170 (177507) (14058) 421173
Debentures November
Series B 497989 246499 5.5.2020 2020-2036 692893 509320 (7626) 75816 (166832) (13291) 397387
6894719(3202)1024406(2353163)(179290)5383470
Series B debentures in amount of NIS 3810 million par value (2958 million par value net of self-purchased) linked to the CPI and bear interest at the base annual rate of
5.15%. The debenture principal shall be repaid in 17 equal payments in the years 2020 through 2036.
On August 5 2024 ADAMA Solutions Board of Directors approved a buyback plan for the Company's debentures (Series B) in the amount of up to USD 50 million (RMB
356 million). On September 1 2024 the Company purchased NIS 129081 thousand par value of Bonds for a total consideration of approximately USD 50 million (RMB
356 million) fully utilizing the buyback plan
On May 26 2025 ADAMA Solutions Board of Directors approved a buyback plan for the Company's debentures (Series B) in the amount of up to USD 300 million (RMB
2148 million). On May 29 2025 the Company purchased NIS 642448000 par value of Bonds for a total consideration of approximately USD 268 million (RMB 1927
million). The loss in respect of the debentures buyback was USD 9 million (RMB 68 million) and included in the financial expenses.- 220 -ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
33. Lease liabilities
December 31 December 31
2025 Interest range 2024 Interest range
Lease liabilities 907254 1.0%-14.1% 773548 1.5%-15.4%
Less: Lease liabilities due within one year (156028) (163133)
Long term lease liabilities net 751226 610415
34. Long-Term Employee Benefits Payable
Post-employment benefit plans – defined benefit plan and early retirement
December 31 December 31
20252024
Total present value of obligation 490562 453398
Less: fair value of plan's assets (63751) (54186)
Net liability related to Post-employment benefits 426811 399212
Termination benefits 67828 78054
Total recognized liability for defined benefit plan net (1) 494639 477266
Other long-term employee benefits 91824 126373
Total long-term employee benefits net 586463 603639
Including: Long-term employee benefits payable due within one year 49568 59784
536895543855
(1) Movement in the net liability and assets in respect of defined benefit plans early retirement and
their components
Defined benefit obli-
gation and early re- Fair value of plan's
tirement assets Total
202520242025202420252024
Balance as at January 1 531452 593169 54186 59884 477266 533285
Expense/income recognized
in profit and loss:
Current service cost 20261 26801 - - 20261 26801
Past service cost - (7200) - - - (7200)
Gain or loss on plan settlement - (7461) - - - (7461)
Interest costs 21659 20783 2722 2556 18937 18227
Losses on curtailments and settlements 6051 36819 - - 6051 36819
Changes in exchange rates 56115 (3889) 7465 (306) 48650 (3583)
Actuarial losses due to early retirement 953 (755) - - 953 (755)
Included in other comprehensive income:
Actuarial gain (losses) as a result of changes in actu-
arial assumptions 7465 (31779) 4436 2542 3029 (34321)
Foreign currency translation differences in respect of
foreign operations (12808) 7675 (1664) 817 (11144) 6858
Additional movements:
Benefits paid (72758) (102711) (8216) (13507) (64542) (89204)
Contributions paid by the Group - - 4822 2200 (4822) (2200)
Balance as at December 31 558390 531452 63751 54186 494639 477266
221ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
34. Long-Term Employee Benefits Payable - (cont'd)
Post-employment benefit plans – defined benefit plan and early retirement - (cont'd)
(2) Actuarial assumptions and sensitivity analysis
The principal actuarial assumptions at the reporting date for defined benefit plan
December 31 December 31
20252024
Discount rate (%)* 1.8%-3.3% 1.8%-3.0%
* According to the demographic and the benefit components.The assumptions regarding the future mortality rate are based on published statistical data and acceptable
mortality rates.Possible reasonable changes as of the date of the report in the discount rate assuming the other assumptions
remain unchanged would have affected the defined benefit obligation as follows:
As of December 31 2025
Increase of 1% Decrease of 1%
Change in defined benefit obligation (36711) 43693
35. Provisions
December 31 December 31
20252024
Liabilities in respect of contingencies* 210045 164271
Provision in respect of site restoration 211997 147446
Other 2305 4773
424347316490
* Liabilities in respect of contingencies includes obligations of pending litigations where an outflow of re-
sources had been reliably estimated.
222ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
36. Other Non-Current Liabilities
December 31 December 31
20252024
Long term loans from related party 2359991 2330911
Put options to holders of non- controlling interests - 292589
23599912623500
Current maturities (2359991) -
-2623500
37. Share Capital
Balance at
Balance at Janu- Issuance of new December 31
ary 1 2025 shares Buyback of shares 2025
Share capital 2329812 - - 2329812
38. Capital Reserve
Balance at
Balance at Janu- Additions during Reductions during December 31
ary 1 2025 the period the period 2025
Share premiums 12606562 - - 12606562
Other capital reserve 343902 - (83341) 260561
12950464-(83341)12867123
223ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
39. Other Comprehensive Income net of tax
Attributable to shareholders of the company
Less:
Balance at transfer Less: In-
January 1 Before tax to profit come tax Net-of-tax Balance at Decem-
2025 amount or loss expenses amount ber 31 2025
Items that will not be re-
classified to profit or loss 116584 (3029) - (586) (2443) 114141
Re-measurement of changes
in liabilities under defined
benefit plans 87909 (3029) - (586) (2443) 85466
Changes in fair value of
other equity investment 28675 - - - - 28675
Items that may be reclassi-
fied to profit or loss 1604444 (202534) (52344) (2353) (147837) 1456607
Effective portion of gain or
loss of cash flow hedge 23241 (69058) (52344) (2353) (14361) 8880
Translation difference of for-
eign financial statements 1581203 (133476) - - (133476) 1447727
1721028(205563)(52344)(2939)(150280)1570748
40. Surplus reserve
Additions Reductions Balance at
Balance at during the during the December 31
January 1 2025 period period 2025
Statutory surplus reserve 294796 - - 294796
Discretional surplus reserve 3814 - - 3814
298610--298610
41. Retained Earnings
20252024
Retained earnings as at January 1 1680382 4678091
Net loss for the period attributable to shareholders of the Company (1045719) (2903204)
Dividends to non-controlling Interest (131686) (69512)
Appropriation to statutory surplus reserve - (24993)
Retained earnings as at December 31 502977 1680382
224ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
42. Operating Income and Cost of Sales
Year ended December 31 Year ended December 31
20252024
Income Cost of sales Income Cost of sales
Principal activities 28886199 21301378 29435604 22730889
Other businesses 58387 20475 52442 18036
28944586213218532948804622748925
43. Taxes and Surcharges
Year ended December 31
20252024
Tax on turnover 28162 29988
Others 74076 70339
102238100327
44. Selling and Distribution Expenses
Year ended December 31
20252024
Salaries and related expense 1810824 1921537
Depreciation and amortization 908544 955199
Advertising and sales promotion 288392 295674
Warehouse expenses 186124 154770
Registration 148339 138531
Travel expenses 134915 126026
Professional services 103380 114060
Insurance 76038 95313
Legal claims settlements 2682 267151
Others 326937 332509
39861754400770
225ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
45. General and Administrative Expenses
Year ended December 31
20252024
Salaries and related expenses 524908 492153
Professional services 450697 233964
IT systems 149922 139007
Depreciation and amortization 144099 118313
Cost contribution arrangement 49385 66506
Office rent maintenance and expenses 36326 38422
Other 118643 97078
14739801185443
46. Research and development expenses
Year ended December 31
20252024
Salaries and related expenses 222187 220061
Depreciation and amortization 66878 64743
Materials 28403 22232
Field trial 26957 24910
Professional services 20246 22306
Office rent maintenance and expenses 16828 14002
Other 43201 48073
424700416327
47. Financial expenses (incomes) net
Year ended December 31
20252024
Interest expenses on debentures and loans and other charges 1008800 1066778
Exchange rate differences net 710749 560080
CPI expenses in respect of debentures 165400 255618
Interest income from customers banks and others (192291) (242845)
Loss in respect of sale of trade receivables 230243 219652
Revaluation of put option net 107777 (259380)
Interest expense on lease liabilities 57212 40449
Interest expense in respect of post-employment benefits and early retire-
ment net 18925 19192
Others 125880 110286
22326951769830
226ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
48. Investment income net
Year ended December 31
20252024
Income from long-term equity investments accounted for using
the equity method 9638 8201
Other 2325 2324
1196310525
49. Gain (loss) from changes in fair value
Year ended December 31
20252024
Gain (loss) from changes in fair value of derivative financial
Instruments 177185 (8272)
Others 42301 (37802)
219486(46074)
50. Credit impairment reversal (losses)
Year ended December 31
20252024
Bills receivable and accounts receivable (116577) (103524)
Other receivables 1031 3811
(115546)(99713)
51. Asset impairment losses
Year ended December 31
20252024
Fixed assets (247008) (634114)
Inventories (159047) (162787)
Intangible asset (15867) (161126)
Construction in progress (11008) (3331)
(432930)(961358)
227ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
52. Gain from Disposal of Assets
Year ended December 31 Included in
non-recurring
2025 2024 items
Gain from disposal of fixed assets 16963 40985 16963
Gain (loss) from disposal of intangible assets (247) 7123 (247)
167164810816716
53. Income Tax Expenses (incomes)
Year ended December 31
20252024
Current year 426506 439848
Deferred tax expenses (income) (80284) 301259
Adjustments for previous years net (101) 37795
346121778902
(1) Reconciliation between income tax expense and accounting profit is as follows:
Year ended December 31
20252024
Loss before taxes (699598) (2124302)
Statutory tax in china 25% 25%
Tax calculated according to statutory tax in china (174900) (531076)
Tax benefits from Approved Enterprises (12715) (7232)
Difference between measurement basis of income for financial
statement and for tax purposes (66081) 165229
Taxable income (loss) and temporary differences at other tax rate (63117) 186598
Taxes in respect of prior years (101) 37795
Utilization of tax losses prior years for which deferred taxes were
not created (5356) (2954)
Temporary differences and losses in the report year for which de-
ferred taxes were not created 168576 417256
Non-deductible expenses non-taxable income and other difference
net 415525 47808
Neutralization of tax calculated in respect of the Company’s share
in results of equity accounted investees (3219) (2758)
Effect of change in tax rate in respect of deferred taxes (1322) 341041
Creation and reversal of deferred taxes for tax losses and temporary
differences from previous years net 88831 127195
Income tax expenses (incomes) 346121 778902
54. Other comprehensive income
Details of the Other comprehensive income are set out in Note V.39
228ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
55. Government grants
Amount recognized in the profit
and loss statements during the
year ended December 31
Category Presentation accounts 2025 2024
Government grants related to income Non-Operating income 16498 6268
Government grants related to assets Fixed assets Intangible assets 10372 12114
56. Notes to items in the cash flow statements
(1) Cash received relating to other operating activities
Year ended December 31
20252024
Derivatives transactions - 159217
Financial institutions 22552 83292
Interest income 63733 110267
Government subsidies 17501 6268
Compensation related to product liabilities 186867 -
Others 60818 189585
351471548629
(2) Cash paid relating to other operating activities
Year ended December 31
20252024
Derivatives transactions 632808 309927
Financial institutions 71112 41613
Professional services 590901 364417
Advertising and sales promotion 270237 286467
IT and Communication 234502 220619
Commissions and Warehouse 196490 197662
Registration and Field trials 145197 142700
Insurance 114736 132979
Travel 107042 87641
Legal claims settlements - 257201
Other 953206 959304
33162313000530
(3) Cash received relating to other investing activities
Year ended December 31
20252024
Dividend received from other equity investment - 2324
Other - -
-2324
229ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
56. Notes to items in the cash flow statements - (cont'd)
(4) Cash paid relating to other investing activities
Year ended December 31
20252024
Increase in short and long term investments 124725 125641
124725125641
(5) Cash received from other financing activities
Year ended December 31
20252024
Borrowing from related party * 789364 569822
Proceeds in respect of hedging transactions on debentures 845416 403236
Deposit for issuing bills payables 226131 46568
Other - 10072
18609111029698
* For more detailes regarding the borrowing from related party – see note X. related parties and related par-
ties transactions.
(6) Cash paid relating to other financing activities
Year ended December 31
20252024
Payment in respect of hedging transactions on debentures 165934 270667
Repayment of lease liability 181873 183208
Deposit for issuing bills payable 276460 69243
Realization of Call option 423114 -
Others 441 460
1047822523578
230ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
57. Supplementary Information on Cash Flow Statement
(1) Supplementary information on Cash Flow Statement
a. Reconciliation of net profit to cash flows from operating activities:
Year ended December 31
20252024
Net loss (1045719) (2903204)
Add: Impairment provisions for assets 432930 961358
Credit impairment losses 115546 99713
Depreciation of fixed assets and investment property 1033181 1081821
Depreciation of right-of-use asset 187076 194390
Amortization of intangible asset 883476 889460
Gains on disposal of fixed assets intangible assets and other long-
term assets net (16716) (48108)
Gain (losses) from changes in fair value (219486) 46074
Financial expenses 2229841 908791
Investment income net (11963) (10525)
Decrease (increase) in deferred tax assets net (34983) 315167
Decrease in deferred tax liabilities net (45301) (13908)
Decrease (increase) in inventories net (640792) 1801866
Increase in operating receivables net (592368) (213492)
Increase in operating payables net 1773971 669167
Others - (17939)
Net cash flow provided by operating activities 4048693 3760631
b. Net Decrease in cash and cash equivalents
Year ended December 31
20252024
Closing balance of cash and cash equivalents 3353326 3583963
Less: Opening balance of cash and cash equivalents 3583963 4857358
Decrease in cash and cash equivalents (230637) (1273395)
231ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
57. Supplementary Information on Cash Flow Statement - (cont'd)
(2) Details of cash and cash equivalents
December 31 December 31
20252024
Cash on hand 1107 1317
Bank deposits available on demand without restrictions 3352219 3582646
33533263583963
58. Assets with Restricted Ownership or Right of Use
December 31
2025 Reason
Cash 96974 Pledged
Other non-current assets 152033 Guarantees
249007
232ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(1) Foreign currencies denominated items - (cont'd)
As at December 31 2025
RMB at the
Exchange end of the pe-
Foreign currency at the end of the period rate riod
Cash and bank balances
EUR 31639 8.253 261120
USD 29416 7.029 206768
ILS 72202 2.203 159062
BRL 112329 1.277 143444
ARS 7921458 0.005 39607
RUB 404859 0.090 36437
RON 21086 1.619 34139
PLN 15336 1.952 29936
Other 288673
Total 1199186
Bills and Accounts receivable
BRL 988710 1.277 1262583
EUR 67666 8.253 558444
ZAR 541882 0.423 229216
RON 111158 1.619 179965
USD 20633 7.029 145026
GBP 8874 9.453 83887
CAD 12535 5.128 64278
ILS 17382 2.203 38293
HUF 1614616 0.021 33907
CZK 88491 0.3407 30147
TRY 175206 0.164 28734
Other 242057
Total 2896537
Other receivables
EUR 22715 8.253 187466
ILS 27005 2.203 59491
GBP 5621 9.453 53133
BRL 29711 1.277 37941
Other 43743
Total 381774
233ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(2) Foreign currencies denominated items - (cont'd)
As at December 31 2025
RMB at the
Exchange end of the
Foreign currency at the end of the period rate period
Other current assets
BRL 91903 1.277 117360
ILS 52213 2.203 115026
EUR 8106 8.253 66900
ARS 7880691 0.005 39403
UAH 233221 0.166 38715
CLP 3191075 0.008 25529
CAD 2854 5.128 14634
TRY 80617 0.164 13221
GBP 1353 9.453 12792
Other 73662
Total 517242
Long-term receivables
BRL 92563 1.277 118203
Total 118203
Long-term investments loans
and other
BRL 215850 1.277 275641
Other 9208
Total 284849
Short-term loans
UAH 169919 0.166 28207
ARS 2676567 0.005 13537
Total 41744
Bills and Accounts payable
ILS 489081 2.203 1077445
EUR 60555 8.253 499763
BRL 160182 1.277 204552
USD 3471 7.029 24397
Other 81520
Total 1887677
234ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(3) Foreign currencies denominated items - (cont'd)
As at December 31 2025
Foreign currency
at the end of the RMB at the end of
period Exchange rate the period
Other payables
ILS 102793 2.203 226454
BRL 86911 1.277 110985
EUR 8654 8.253 71419
Other 139409
Total 548267
Contract liabilities
EUR 26322 8.253 217232
BRL 54034 1.277 69002
CAD 8046 5.128 41259
TRY 81088 0.164 13298
Other 42068
Total 382859
Non-current liabilities due within one year
CNH 2000000 1.004 2008550
ILS CPI 246665 2.203 543403
EUR 1637 8.253 13509
Other 33935
Total 2599397
Other current liabilities
EUR 6536 8.253 53939
Other 3767
Total 57706
Debentures payable
ILS CPI 2221551 2.203 4894076
Total 4894076
Provision and Long-term payables
BRL 152289 1.277 194473
ILS 54367 2.203 119771
Total 314244
Lease liabilities
ILS CPI 34065 2.203 75046
EUR 5530 8.253 45638
ILS 5820 2.203 12821
Other 38342
Total 171847
235ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements - (cont'd)
59. Foreign currencies denominated items - (cont'd)
(4) Major foreign operations
Registration &
Principal place of Functional
Name of the Subsidiary business Business nature currency
ADAMA France S.A.S France Distribution USD
ADAMA Brasil S/A Brazil Manufacturing; Distribution; Regis- USD
tration
ADAMA Deutschland GmbH Germany Distribution; Registration USD
ADAMA India Private Ltd. India Manufacturing INR
Distribution; Registration
Makhteshim Agan of North United States Manufacturing; Distribution; Regis- USD
America Inc. tration
Control Solutions Inc. United States Manufacturing; Distribution; Regis- USD
tration
ADAMA Agan Ltd. Israel Manufacturing; Distribution; Regis- USD
tration
ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; Regis- USD
tration
ADAMA Australia Pty Australia Distribution AUD
Limited
ADAMA Italia SRL Italy Distribution USD
ADAMA Northern Netherlands Distribution USD
Europe B.V.Alligare LLC United States Manufacturing; Distribution; USD
Registration
The functional currency of the subsidiaries above is the main currency that represent the principal economic
environment.VI. Change in consolidation Scope
There is no change of consolidation scope during the period.
236ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VII. Interest in Other Entities
1. Interests in subsidiaries
Composition of the largest subsidiaries of the Group in respect of assets and operating income
Registration & Method of ob-
Principal place of taining the sub-
Name of the Subsidiary business Business nature Direct Indirect sidiary
ADAMA France S.A.S France Distribution 100% Established
ADAMA Brasil S/A Brazil Manufacturing; Distribution; 100% Purchased
Registration
ADAMA Deutschland GmbH Germany Distribution; Registration; 100% Established
ADAMA India Private Ltd. India Manufacturing; 100% Established
Distribution; Registration
Makhteshim Agan of North America United States Manufacturing; Distribution; 100% Established
Inc. Registration
Control Solutions Inc. United States Manufacturing; Distribution; 100% Purchased
Registration
ADAMA Agan Ltd. Israel Manufacturing; Distribution; 100% Restructure
Registration
ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; 100% Restructure
Registration
ADAMA Australia Pty Limited Australis Distribution 100% Purchased
ADAMA Italia SRL Italy Distribution 100% Established
ADAMA Northern Europe B.V. Netherlands Distribution 55% Purchased
Manufacturing; Distribution; Purchased
Alligare LLC United States 100%
Registration
Adama Anpon (Jiangsu) Ltd. China Manufacturing; Distribution 100% Purchased
Adama Huifeng (Jiangsu) Co. Ltd. China Manufacturing; Distribution 51% Purchased
2. Interests in joint ventures or associates
December 31 December 31
20252024
Joint venture 2129 1907
Associate 37183 28320
3931230227
3. Summarized financial information of joint ventures and associates
December 31 2025 December 31 2024
and twelve months and twelve months
then ended then ended
Joint venture:
Total carrying amount 2129 1907
The Group's share of the following items:
Net profit 269 444
Other comprehensive income (47) 26
Total comprehensive income 222 470
Associate:
Total carrying amount 37183 28320
The Group's share of the following items:
Net profit 9369 7757
Other comprehensive income 2817 (6788)
Total comprehensive income 12186 969
237ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments
A. General
The Group has extensive international operations and therefore it is exposed to credit risks liquidity risks
and market risks (including currency risk interest risk and other price risk). In order to reduce the exposure to
these risks the Group uses financial derivatives instruments including forward transactions and options (here-
inafter - “derivatives”).Transactions in derivatives are undertaken with major financial institutions and therefore in the opinion of
Group Management the credit risk in respect thereof is low.This note provides information on the Group’s exposure to each of the above risks the Group’s objectives
policies and processes regarding the measurement and management of the risk. Additional quantitative dis-
closure is included throughout the consolidated financial statements.The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group's
risk management policy. The Finance Committee is responsible for establishing and monitoring the Group's
actual risk management policy. The Chief Financial Officer reports to the Finance Committee on a regular
basis regarding these risks.The Group’s risk management policy established to identify and analyze the risks facing the Group to set
appropriate risk limits and controls and to monitor risks and adherence to limits. The policy and methods for
managing the risks are reviewed regularly in order to reflect changes in market conditions and the Group's
activities. The Group through training and management standards and procedures aims to develop a disci-
plined and constructive control environment in which all the employees understand their roles and obligations.B. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and derives mainly from trade receivables and other receivables as well as
from cash and deposits in financial institutions.Accounts and other receivables
The Group’s revenues are derived from a large number of widely dispersed customers in many countries.Customers include multi-national companies and manufacturing companies as well as distributors agricul-
turists agents and agrochemical manufacturers who purchase the products either as finished goods or as in-
termediate products for their own requirements.The Company entered into an agreement for the sale of trade receivables in a securitization transaction for
details see note V.5.e. and f.In September 2025 a two-years agreement with an international insurance company was renewed. The amount
of the insurance coverage was fixed at $150 million cumulative per year. The indemnification is limited to 90%
of the debt.The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer
and by the demographic characterization of the customer’s base including the risk of insolvency of the indus-
try and geographic region in which the customer operates.
238ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The Company management has prescribed a credit policy whereby the Company performs current ongoing
credit evaluations of existing and new customers and every new customer is examined thoroughly regarding
the quality of his credit before offering him the Group’s customary shipping and payment terms. The exami-
nation made by the Group includes an outside credit rating if any and in many cases receipt of documents
from an insurance company. A credit limit is prescribed for each customer outstanding amount of the accounts
receivable balance. These limits are examined annually. Customers that do not meet the Group’s criteria for
credit quality may do business with the Group on the basis of a prepayment or against furnishing of appropriate
collateral.Most of the Group’s customers have been doing business with it for many years. In monitoring customer credit
risk the customers were grouped according to a characterization of their credit based on geographical locationindustry aging of receivables maturity and existence of past financial difficulties. Customers defined as “highrisk” are classified to the restricted customer list and are supervised by management. In certain countries
mainly Brazil customers are required to provide property collaterals (such as agricultural lands and equip-
ment) against execution of the sales the value of which is examined on a current ongoing basis by the Com-
pany. In these countries in a case of expected credit risk the Company records a provision for the amount of
the debt less the value of the collaterals provided and acts to realize the collaterals.The Group closely monitors the economic situation in Eastern Europe and in South America on an ongoing
basis.The Group recognizes an impairment provision which reflects its assessment regarding the credit risk of ac-
count receivables Other receivables and investments on a lifetime expected credit loss basis. See also notes
Ⅲ.11 – Financial instruments Ⅲ.12 – Accounts receivables and Ⅲ.14 – Other receivables.Cash and deposits in banks
The Company holds cash and deposits in banks with a high credit rating. These banks are also required to
comply with capital adequacy or maintain a level of security based on different situations.Guarantees
The Company’s policy is to provide financial guarantees only to investee companies.Aging of receivables and expected credit risk
Presented below is the aging of the past due trade receivables:
December 31 2025
Past due by less than 90 days 533262
Past due by more than 90 days 657545
1190807
239ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
B. Credit risk - (cont’d)
The company measure the provision for credit losses on a collective group basis where receivables share
similar credit risk characteristics based on geographical locations. The examination for expected credit losses
is performed using model including aging analysis and historical loss experiences and adjusted by the observ-
able factors reflecting current and expected future economic conditions.When credit risk on a receivable has increased significantly since initial recognition the group records specific
provision or general provision which is determined for groups of similar assets in countries in which there are
large number of customers with immaterial balances.The Group has credit risk exposures for accounts receivables amounted to RMB 6801553 thousand relate to
category of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 784538
thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has a
provision for other receivables amounted to RMB 14220 thousand related to category of "Lifetime expected
credit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financial assets
at amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses".C. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when they
come due. The Group's approach to managing its liquidity risk is to assure to the extent possible an adequate
degree of liquidity for meeting its obligations timely under ordinary conditions and under pressure conditions
without sustaining unwanted losses or hurting its reputation.The cash-flow forecast is determined both at the level of the various entities as well as of the consolidated
level. The Company examines the current forecasts of its liquidity requirements in order to ascertain that there
is sufficient cash for the operating needs including the amounts required in order to comply with the financial
liabilities while taking strict care that at all times there will be unused credit frameworks so that the Company
will not exceed the credit frameworks granted to it and the financial covenants with which it is required to
comply with. These forecasts take into consideration matters such as the Company’s plans to use debt for
financing its activities compliance with required financial covenants compliance with certain liquidity ratios
and compliance with external requirements such as laws or regulation.The surplus cash held by the Group subsidiaries which is not required for financing the current ongoing op-
erations is invested in short-term interest-bearing investment channels.
240ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
C. Liquidity risk - (cont’d)
(1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts
including estimated interest payments:
As at December 31 2025
Third- Fifth year Contractual Carrying
First year Second year Fourth year and above Cash flow amount
Non-derivative financial liabili-
ties
Short-term loans 6833357 - - - 6833357 6673792
Bills payables 622660 - - - 622660 622660
Accounts payables 5461749 - - - 5461749 5461749
Other payables 1418093 - - - 1418093 1418093
Other current liabilities 544725 - - - 544725 544725
Debentures payable 741883 740224 1404959 4124732 7011798 5383470
Long-term loans 881049 789203 774328 - 2444580 2327304
Long-term payables 9343 23021 42066 151968 226398 164735
Lease Liabilities 216672 175467 216666 1068131 1676936 907254
Other non-current liabilities 2398650 - - - 2398650 2359991
Derivative financial liabilities
Foreign currency derivatives 177605 - - - 177605 177605
CPI/shekel forward transactions 11976 - - - 11976 11976
193177621727915243801953448312882852726053354
D. Market risks
Market risk is the risk that changes in market prices such as foreign exchange rates CPI interest rates and
prices of capital instruments will affect the Group’s revenues or the value of its holdings in its financial in-
struments. The objective of market risk management is to manage and monitor the exposure to market risks
within acceptable parameters while optimizing the return.During the ordinary course of business the Group purchases and sells derivatives and assumes financial lia-
bilities for the purpose of managing market risks.
(1) CPI and foreign currency risks
Currency risk
The Group is exposed to currency risk from its sales purchases expenses and loans denominated in currencies
that differ from the Group’s functional currency. The main exposure is in Euro Brazilian real USD and in
NIS. In addition there are smaller exposures to various currencies such as the British pound Polish zloty
Australian dollar Indian rupee Argentine peso Canadian dollar South African Rand Ukraine Hryunia and
Chinese Yuan Renminbi.The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedge
the cash flows risk which derive from existing monetary assets and liabilities and anticipated sales and pur-
chases which may be affected by exchange rate fluctuations.
241ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the subse-
quent year. Likewise the Group hedges most of its monetary assets and liabilities denominated in a non- U.S.dollar currency. The Group uses foreign currency derivatives to hedge its currency risk with maturity dates of
less than one year from the reporting date.Solutions debentures are linked to the NIS-CPI and therefore an increase in the NIS-CPI as well as changes
in the NIS exchange rate could cause significant impact with respect to the subsidiary functional currency –
the U.S. dollar. As of the approval date of the financial statements the subsidiary had hedged most of its
exposure deriving from issuance of the debentures in options and forward contracts.
(A) The Group’s exposure to NIS-CPI and foreign currency risk is as follows:
December 31 2025
Total assets Total liabilities
In US Dollar 3353204 2456826
In Euro 1134491 924350
In Brazilian real 1955172 384539
CPI-linked NIS 3683 5522590
In New Israeli Shekel 372547 1331923
Denominated in or linked to other foreign currency 1821470 2432203
864056713052431
(B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows:
December 31 2025
Cur- Cur-
rency/link rency/link Average USD thou- RMB
age receiv- age paya- expiration sands Par thousands
able ble date value Par value Fair value
Forward foreign currency USD EUR 10/05/2026 403454 2835800 (5197)
Contracts and call options USD PLN 18/03/2026 16367 115042 (141)
USD BRL 22/01/2026 171035 1202174 2431
USD GBP 15/02/2026 20045 140892 (168)
USD ZAR 09/02/2026 31549 221752 (7574)
ILS USD 09/02/2026 1064933 7485200 315350
USD OTHER 839368 5899750 (33463)
CPI forward contracts CPI ILS 28/08/2026 501567 3525417 (11440)
242ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(1) CPI and foreign currency risks - (cont’d)
(C) Sensitivity analysis
The appreciation or depreciation of the Dollar against the following currencies as of December 31 2025
and the increase or decrease in the CPI would increase (decrease) the equity and profit or loss by the
amounts presented below. This analysis assumes that all the remaining variables among others interest
rates remains constant.December 31 2025
Decrease of 5% Increase of 5%
Equity Profit (loss) Equity Profit (loss)
New Israeli shekel 62366 28861 (16505) 4738
British pound (424) (424) 424 424
Euro (99539) 6120 98027 (6120)
Brazilian real 16012 16012 (21933) (21933)
Polish zloty 8007 8007 (7436) (7436)
South African Rand (1547) (1547) 408 408
Chinese Yuan Renminbi 165421 165421 (146966) (146966)
CPI-linked NIS 122697 122697 (122697) (122697)
(2) Interest rate risks
The Group has exposure to changes in the variable interest rate. The Group has different assets and liabil-
ities in different countries which bear interest according to the economic environment in each country.Most of the loans other than the debentures bear Dollar SOFR and Euro ESTER interest. As a result
most of the variable interest exposure of those loans is to the SOFR interest.The Company prepares a quarterly summary of exposure to a change in the SOFR interest rate. As at the
approval date of the financial statements the Company had not hedged this exposure.
243ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments - (cont’d)
D. Market risks - (cont’d)
(2) Interest rate risks - (cont’d)
(A) Type of interest
The interest rate profile of the Group’s interest-bearing financial instruments was as follows:
December 31
2025
Fixed-rate instruments – unlinked to the CPI
Financial assets
Other non-current assets 1567
Financial liabilities
Long-term loans (1) 2221304
Long-term payables 23089
Other non-current liabilities (1) 351441
(2594267)
Fixed-rate instruments – linked to the CPI
Financial liabilities
Debentures payable (1) 5383470
Variable-rate instruments
Financial assets
Cash at banks 694509
Financial assets at fair value through profit or loss 1223
Other current assets 155154
Financial liabilities
Short-term loans and credit from banks 6673792
Long-term loans (1) 106000
Long-term payables 129492
Other non-current liabilities (1) 2008550
(8066948)
(1) Including current maturities.
244ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value
The fair value of forward contracts on foreign currency is based on their listed market price if available. In the
absence of market prices the fair value is estimated based on the discounted difference between the stated
forward price in the contract and the current forward price for the residual period until redemption using an
appropriate interest rate.The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluated
through discounting future cash flow estimates based on the conditions and duration to maturity of each contract
using the market interest rates of a similar instrument at the measurement date and in accordance with the Black
& Scholes model.
1. Financial instruments measured at fair value for disclosure purposes only
The carrying amount of certain financial assets and liabilities including cash at bank and on hand bills and
accounts receivable receivables financing other receivables short-term loans bills and accounts payable and
other payable are the same or proximate to their fair value.The following table details the carrying amount in the books and the fair value of groups of non-current financial
instruments presented in the financial statements not in accordance with their fair values:
December 31 2025
Carrying amount Fair value
Financial assets
Other non-current assets (a – Level 2) 15252 11910
Financial liabilities
Long-term loans and others (b – Level 2) 5761468 5670850
Debentures (c – Level 1) 5383470 5901859
a) The fair value of the other non-current assets is based on a discounted future cash flows using the acceptable
interest rate for similar investment having similar characteristics (Level 2).b) The fair value of the long-term loans and others is based on a discounted future cash flows using the acceptable
interest rate for similar loans having similar characteristics (Level 2).c) The fair value of the debentures is based on stock exchange quotes (Level 1).
2. The interest rates used in determining fair value
The interest rates used to discount the estimate of anticipated cash flows are:
December 31 2025
%
U.S. dollar interest 6.01 -7.80
Chinese Yuan Renminbi 1.66 -3.30
245ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value - (cont’d)
3. Fair value hierarchy of financial instruments measured at fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The table below presents an analysis of financial instru-
ments measured at fair value. The various levels have been defined as follows:
? Level 1: quoted prices (unadjusted) in active market for identical instrument.? Level 2: inputs other than quoted prices included within Level 1 that are observable either directly or indirectly.? Level 3: inputs that are not based on observable market data (unobservable inputs).The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputs
and therefore are concurrent with the definition of level 2.December 31
2025
Forward contracts and options used for hedging the cash flow (Level 2) 11232
Forward contracts and options used for economic hedging (Level 2) 248566
Other equity investment (Level 2) 129796
Receivables financing (Level 2) 30767
Other non-current assets (Level 2) 27799
Other (Level 2) 1223
Financial Instrument Fair value
Fair value measured on the basis of discounting the difference between the
stated forward price in the contract and the current forward price for the
Forward contracts
residual period until redemption using an appropriate interest rates.Foreign currency options The fair value is measured based on the Black&Scholes model.No transfer between any levels of the fair value hierarchy in the reporting period.No change in the valuation techniques in the reporting period.
246ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions
1. Information on parent Company
Company Registered Registered capital Shareholding Percentage
name place Business nature (Thousand RMB) percentage of voting rights
Production and
sales of agro-
Syngenta Shanghai chemicals fertiliz-
Group China ers and GM seeds 11182127 78.47% 78.47%
The Company’s ultimate controlling shareholder is Sinochem Holdings .
2. Information on the largest subsidiaries of the Company
For information about the subsidiaries of the Company refer to Note VII.1.
3. Information on largest joint ventures and associates of the Company
For information about the joint ventures and associates of the Company refer to Note V.12.Other joint ventures and associates that have related party transactions with the Group during this period or the
previous periods are as follows:
Name of entity Relationship with the Company
Innovaroma SA Joint venture of the Group
247ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
4. Information on other related parties - (cont’d)
Name of other related parties Related party relationship
Agro Jangada Ltda Common control
Beijing Guangyuan Yinnong Chemical Co. LTD Common control
Bluestar (Beijing) Chemical Machinery Co. Ltd. Common control
Bluestar Engineering Co. Ltd. Common control
Dipagro LTDA Common control
Elkem Silicones Brasil Ltd. Common control
Hangzhou (Torch) Xidoumen Membrane Industry Co. LTD Common control
Huaxia Hanhua Chemical Equipment Co. LTD Common control
Jiangsu Huaihe Chemical Co. LTD Common control
Jiangsu Yangnong Chemical Co. Ltd. Common control
Jiangsu Youjia Plant Protection Co. LTD Common control
Jiangsu Youshi Chemical Co. LTD Common control
Liaocheng Luxi Polyol New Material Technology Co. Ltd. Common control
Sino MAP Common control
Ningxia Ruitai Technology Co. Ltd. Common control
P.T. Syngenta Indonesia Common control
Produtécnica Nordeste Comércio de Insumos Agrícolas Ltda. Common control
Shandong Dacheng Agrochemical Company Limited Common control
Shenyang Sciencreat Chemicals Co. Ltd. Common control
Shenyang Shenhua Institute Testing Technology Co. Ltd. Common control
Shenyang Sinochem Agrochemicals R&D Co. Ltd. Common control
Sinochem (Hainan) Agroecology Co. Common control
Sinochem (Linyi) Crop Nutrition Co. Ltd Common control
Sinochem Agro Co. Ltd. Common control
Sinochem International Crop Care (Overseas) Pte. Ltd. Common control
Sinochem Information Technology Co. Ltd. Common control
Sinochem Fertilizer Company Limited and its branches Common control
Sinochem Finance Co. Ltd. Common control
Sinochem Hebei Co. Ltd. Common control
Sinochem Modern Agriculture (Hunan) Co. LTD Common control
Sinochem Modern Agriculture (Inner Mongolia) Co. LTD Common control
Sinochem Modern Agriculture (Xinjiang) Co. LTD Common control
Sinochem Modern Agriculture Anhui Co. LTD Common control
Sinochem Modern Agriculture Co. LTD. Common control
Sinochem Oil (Hainan) Co.Ltd. Common control
Sinochem Petrochemical Sales Co. Ltd. Common control
Sinochem Shared Financial Services (Shanghai) Co. LTD Common control
Sinochem Zhoushan Hazardous Chemicals Emergency Rescue Common control
Base Co. Ltd.Syngenta (Shanghai) Crop Protection Technology Co. Ltd. Common control
Syngenta Agro (Argentina) S.A. Common control
Syngenta Agro AG Common control
Syngenta Agro GmbH Common control
Syngenta Agro SA de CV Common control
Syngenta Australia Pty Ltd Common control
Syngenta Canada Inc Common control
Syngenta Comercial Agricola Common control
Syngenta Crop Protection A/S Common control
248ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
4. Information on other related parties - (cont’d)
Name of other related parties Related party relationship
Syngenta Crop Protection AG Common control
Syngenta Crop Protection BV Common control
Syngenta Crop Protection Lda Common control
Syngenta Crop Protection LLC Common control
Syngenta Crop Protection SA Common control
Syngenta Czech s.r.o. Common control
Syngenta Espa?a S.A. Common control
Syngenta France SAS Common control
Syngenta Group Co. Ltd Common control
Syngenta Group Saturn (NL) B.V. Common control
Syngenta Hellas AEBE Common control
Syngenta India Ltd Common control
Syngenta Italia SpA Common control
Syngenta Korea Ltd Common control
Syngenta Nantong Crop Protection Co Ltd Common control
Syngenta Protecao de Cultivos Ltda Common control
Syngenta Slovakia s.r.o. Common control
Syngenta Tarim Sanay ve Ticaret AS Common control
Taicang Zhonglan Environmental Protection Common control
Technology Service Co. LTD
China Bluestar Chengrand Research Institute Common control
Chemical Industry
Zhonglan International Chemical Co. Ltd. Common control
Zhonglan Lianhai Design Institute Co. Ltd. Common control
Jiangsu Huifeng Biological Agriculture Co. Ltd Minority shareholder and its subsidiary
Nongyi Net (Yangling) e-commerce Co. Ltd. Minority shareholder and its subsidiary
Shanghai focus supply chain Co. Ltd Minority shareholder and its subsidiary
Shanghai nengjianyuan Biological Agriculture
Minority shareholder and its subsidiary
Co. Ltd
249ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
4. Transactions and balances with related parties
(1) Transactions with related parties
Year ended December
31
Type of purchase Related Party Relationship 2025 2024
Summary of purchase of goods/services:
Purchase of goods/services received Common control under Si-
nochem Holdings 1252090 1404596
Minority shareholder and 17359 27400
its subsidiary
Purchase of fixed assets and other assets Common control under Si- 49 -
nochem Holdings
Lease expenses Common control under Si- - 285
nochem Holdings
Minority shareholder and 1849 1849
its subsidiary
Summary of Sales of goods:
Sale of goods/ Service rendered Common control under Si-
nochem Holdings 988686 1212588
Joint venture 93908 82375
Minority shareholder and
its subsidiary 26061 51403
Lease income Minority shareholder 1088 1132
(2) Guarantees
The Group as the guarantee receiver
Amount of Inception date Maturity date Guaranty com-
Guarantee provider guaranteed loan of guaranty of guaranty pleted (Y / N)
Parent company 263000 21/04/2021 20/04/2028 Y
67971 01/06/2021 31/05/2028 Y
* During the reporting period the Company paid a guarantee fee amounting to 343 thousand RMB
(Year ended December 31 2024: 414 thousand RMB) to the parent company.
250ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
5. Transactions and balances with related parties - (cont'd)
(3) Remuneration of key management personnel and directors
Periods ended December 31
20252024
Remuneration of key management personnel and directors 35005 24251
(4) Receivables from and payables to related parties (including loans)
Receivable Items
December 31 December 31
20252024
Expected Expected
Related Party Relation- Book credit Book credit
Items ship Balance losses Balance losses
Trade receivables Common control under 214960 - 243093 -
Sinochem Holdings
Joint venture 15063 - 13198 -
Minority shareholder and 5201 - 8163 -
its subsidiary
Prepayments Common control under 1629 - 617 -
Sinochem Holdings
Minority shareholder and - - 547 -
its subsidiary
Payable Items
December 31 December 31
Items Related Party Relationship 2025 2024
Trade payables Common control under Sinochem Hold- 328410 235899
ings
Minority shareholder and its subsidiary 63 256
Other payables Common control under Sinochem Hold- 66612 35450
ings
Minority shareholder and its subsidiary 517 1641
Contractual liability Common control under Sinochem Hold- 22912 38676
ings
Short-term loans * Common control under Sinochem Hold- 3444112 2731591
ings
Other non-current li- Common control under Sinochem Hold- 2359991 2330911
abilities (including ings
current maturities). *
* Include liabilities are loans from a related party the interest expenses for the Year ended December 31
2025 is 278062 thousand RMB (Year ended December 31 2024: 238966 thousand RMB ).
251ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions - (cont’d)
5. Transactions and balances with related parties - (cont'd)
(4) Receivables from and payables to related parties (including loans) (cont'd)
On October 27 2021 the Board of Directors first approved (following the pre-approval of the Company’s
independent directors dated October 25 2021) the Company through one of its subsidiaries entering into
committed credit facilities agreements in the aggregate amount of $100 million (RMB 715 million) on mar-
ket terms with Syngenta Group or any of its subsidiaries. Following the approvals of the Company’s requi-
site organs these facilities were amended and further increased in December 2022 and in April 2023 to an
aggregate amount of $400 million (RMB 2863 million). As of December 31 2025 a total of $400 million
(RMB 2863 million) was utilized.On August 28 2023 the Board of Directors approved (following the pre-approval of the Company’s inde-
pendent directors dated August 22 2023) the Company through one of its subsidiaries entering into an
additional committed credit facility agreement in the amount of RMB 2000 million with Syngenta Group
or any of its subsidiaries. As of December 31 2025 a total of RMB 2000 million was utilized.On April 25 2024 the Board of Directors approved (following the pre-approval of the Company’s inde-
pendent directors dated April 24 2024) the Company through one of its subsidiaries entering into an com-
mitted credit facility agreement (“the Previous Credit Facility”) in the amount of $200 million (RMB 1432
million) with one subsidiary of Syngenta Group.On November 6 2024 the Board of Directors approved (following the pre-approval of the Company’s in-
dependent directors dated November 5 2024) the Company to apply on top of the previous credit facitiliy
a new credit line with an estimated amount of no more than $200 million (RMB 1432 million) and to sign
a new facility agreement. As of December 31 2025 $140 million (RMB 1002 million) was utilized under
this agreement.
(5) Other related party transactions
The closing balance of bank deposit in Sinochem Finance Corporation was 912869 thousand RMB
(31.12.24: 627434) Interest income of bank deposit for the current period was 6727 thousand RMB (amount
for Year ended December 31 2024 was 6626 thousand RMB).The closing balance of a loan received from Sinochem Finance Corporation was 209641 thousand RMB
(31.12.24: 20000). Interest expenses in the current period was 2168 thousand RMB (amount for Year
ended December 31 2024 was 228 thousand RMB).
252ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies
1. Significant commitments
December 31 December 31
20252024
Investment in Fixed assets
125136195204
2. Commitments and Contingent Liabilities
On June 12 2024 the 3rd meeting of the 10th session of the Board of Directors of the Company approved the
engagement on the purchase of joint liability insurance policy for Directors Supervisors and Senior Executives
of the Company and its PRC subsidiaries by way of adding the Company to the Directors and Officers liability
insurance policy of Syngenta Group which shall provide shared coverage. On June 28 2024，the Company’s
2nd Interim Shareholders Meeting in 2024 approved the above engagement. The insurance period is from July
1 2024 to June 30 2025.
Based on the Shareholders meeting approval the Company's management renewed the Directors and Officers
liability insurance policy and the insurance period was extended to April 30 2026.Environmental protection
The manufacturing processes of the Company and the products it produces and market entail environmental
risks that impact the environment. The Company invests substantial resources in order to comply with the ap-
plicable environmental laws and attempts to prevent or minimize the environmental risks that could occur as a
result of its activities. To the best of the Company’s knowledge at the balance sheet date there are no material
environmental issues relating to the Company there are no material administrative penalties or investigations
related to environment health and safety imposed or initiated by regulatory authorities and none of the material
permits and licenses regarding environmental issues required for the Company’s day to day operations have
been revoked.Claims against subsidiaries
In the ordinary course of business legal claims were filed against subsidiaries including claims for patent in-
fringement. The Company inter alia like other companies operating in the crop protection market is exposed
to class actions for large amounts which it must defend against while incurring considerable costs even if these
claims have no basis in the first place. In the opinion of the Company’s management which is based inter alia
on the opinions of its legal advisors regarding the prospects of the proceedings the financial statements include
adequate provisions where necessary to cover the exposure resulting from the claims.On October 20 2020 a claim and a motion for its approval as a class action (the “Motion”) was filed against
Monsanto Company and Bayer AG (the “Manufacturers”) as well as against ADAMA Agan Ltd. a wholly-
owned subsidiary of Solutions with respect to an herbicide bearing the brand name Roundup which is produced
by the Manufacturers and distributed in Israel in small quantities by Solutions’ subsidiary. The applicants argued
that the product allegedly poses a risk to users or those who have been exposed to it.On August 7 2025 the court rendered a first-instance judgment dismissing the Motion. On November 9 2025
an appeal was submitted to the Supreme Court.According to the Solutions' external counsels given the preliminary stages of the appeal it is too early to assess
the chances of the appeal and the Motion to be accepted.As Solutions is an authorized distributor of the Manufactures the Manufacturers undertook to fully indemnify
defend and hold harmless ADAMA Agan Ltd. for any monetary compensation or any other remedy it will have
to make in connection with the Motion.
253ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies - (cont’d)
2. Commitments and Contingent Liabilities - (cont’d)
Claims against subsidiaries (cont’d)
Therefore and based on the opinion of Solutions’ external counsels as of the date of the financial statements it
is the Company's estimation that this proceeding is not expected to have any non-negligible effect on the Com-
pany’s financial results.In June 2021 a lawsuit was filed against a subsidiary of the Company alleging two patents owned by a large
competitor of the Company have been infringed by such subsidiary. Among the claims the plaintiff seeks
preliminary and permanent injunctions to prevent the subsidiary from manufacturing using or commercializing
a product that allegedly infringes the plaintiff’s patents and seeks actual damages and profits loss. The said
preliminary injunctions were granted by the court in favor of the plaintiff. The subsidiary has filed appeals
against such preliminary injunctions which were rejected. Prior to such claims the subsidiary filed lawsuits
seeking declarations that the said patents are invalid and not infringed. These proceedings remain pending. In
May 2023 the same competitor filed an additional lawsuit alleging infringement of the same two patents by a
different product and sought a preliminary injunction. The injunction was rejected at first instance upheld on
appeal and finally dismissed by the superior court - a decision that is now final and unappealable. All these
lawsuits are pending as of the approval date of the financial statements. At this stage the claims filed by the
plaintiff are not expected to have a material effect on the Company.Various immaterial claims have been filed against Group companies in courts throughout the world in imma-
terial amounts for causes of action primarily involving employee-employer relations and various civil claims
for which the Company did not record a provision in the financial statements. The claims that in the estimation
of Company’s management based on its legal advisors’ opinion have lower chances of succeeding than being
rejected amount to a negligible amount. Furthermore claims were filed against the Company for product lia-
bility damages for which the Company has adequate insurance coverage such that the Company’s exposure in
respect thereof is limited to the deductible amount or the amount thereof does not exceed the deductible amount.Performance commitments
When the Company acquired the equity interest in Adama Huifeng (shanghai) Agricultural Technology Co.Ltd (“Adama Huifeng (Shanghai)”) and Adama Hiufeng (Jiangsu) Co. Ltd.(“Adama Huifeng (Jiangsu)") fromJiangsu Huifeng Biological Agriculture Co. Ltd (“Jiangsu Huifeng”) during 2020 and 2021 there were per-
formance commitments made by Jiangsu Huifeng regarding specific business operations of the acquired sub-
sidiaries. If the performance commitments is not met Jiangsu Huifeng shall make a price adjustment payment
calculated based on a method as agreed. By the end of 2023 when the commitment period ended the perfor-
mance commitments has not been fulfilled. There were disputes between the Company and Jiangsu Huifeng
regarding the price adjustment payment and the arbitration application filed by the Company as the Applicant
to the Shanghai International Economic and Trade Arbitration Commission against Jiangsu Huifeng as the
claimant was accepted in May 2024. The arbitration case was heard by the arbitration tribunal in September
2024.
On April 1 2025 Shanghai International Economic and Trade Arbitration Commission rendered an award in
respect of the arbitration according to which Jiangsu Huifeng shall pay the Company the price adjustment
payment of RMB45000000 yuan the damage compensation for failure to pay the price adjustment amount on
time and a certain proportion of fees for the attorney and the arbitration as well as other expenses incurred by
the Company for initiating the case.
254ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies - (cont’d)
2. Commitments and Contingent Liabilities - (cont’d)
Performance commitments - (cont’d)
On June 30 2025 the Company signed an agreement with Jiangsu Huifeng stipulating that the mutual payments
in the price adjustment payment case and the case of payment for equity transfer between the Company and
Jiangsu Huifeng shall be offset.According to the above agreement after calculation Jiangsu Huifeng shall pay the offset balance of RMB
34669 to the Company. On July 9 2025 Jiangsu Huifeng has paid the balance to the Company. The above-
mentioned performance commitments of Jiangsu Huifeng have been fulfilled.XII. Events subsequent to the balance sheet date
ADAMA is headquartered and has three manufacturing sites in Israel. Regional tensions escalated on October
7 2023 and more recently widened on February 28 2026. The Company’s Israeli production sites and supply
chain including ports continue to operate without significant delays. As of this publication date the events
have not had nor are expected to have material impact on the Company's ability to support its markets its
ongoing activities or its consolidated financial results.XIII. Share-based Payments
1. In February 2019 the remuneration committee and Solutions Board of Directors (as well as the General Meeting
with respect to theformer CEO and Vice President who also serves as a director) approved the allocation of
77864910 phantom warrants to officers and employees in accordance with the long-term phantom compensa-
tion plan (hereinafter - "the 2019 Plan") out of which 75814897 phantom warrants were granted at the grant
date of February 21 2019. During 2019 1206081 additional Phantom warrants were granted.The warrants were vested in four equal portions where the first and second quarters were exercisabled after two
years the third quarter after three years and the fourth quarter after four years from January 1 2019. The war-
rants were be exercisabled in whole or in part in accordance with the terms of the 2019 plan and subject to
achieving financial targets as determined in the plan. The warrants were exercisable until the end of 2025 at
which time they expired.The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model.The cost of the benefit embodied in the warrants that were allocated as aforesaid based on the fair value at the
grant date amounted to a total of approximately 186 million RMB. The liability at the end of the reporting
period was recorded according to the vesting period as determined in the plan taking into account the extent of
the service that the employees provided until that date and the Company’s share price at the end of the reporting
period.Statement of share based payments in the period Phantom warrants
Total number of Phantom warrants at the beginning of the period 20290025
Total number of Phantom warrants granted in current period -
Total number of Phantom warrants exercised in current period -
Total number of Phantom warrants forfeited in current period (20290025)
Total number of Phantom warrants at the end of the period -
The exercise prices and the remainder of the contractual period for Phantom RMB 9.87 – 10.85
Warrants outstanding at the end of period 0 year
255ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Share-based Payments - (cont’d)
1. (cont’d)
The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB) 10.85
Exercise increment (RMB) 10.03/10.85
Expected volatility 43.97%
Risk-free interest rate 3.06%
Economic value as of February 21 2019 (in thousands RMB) 186206
The methods for the determination of the fair value of liabilities arising from
cash-settled share-based payments The binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based pay-
ments (in thousands RMB) -
Expenses (income) arising from cash-settled share-based payments in cur-
rent period (in thousands RMB) (9490)
2. In September 2019 the remuneration committee and Solutions Board of Directors (and the General Meeting
with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017
Plan against the allocation of 28258248 warrants in accordance with the long-term phantom compensation
plan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocation
date is September 26 2019. During 2019 an additional 90130 Alternative Phantom Warrants were granted.The alternative warrants will vest in four equal portions where the first quarter is exercisable after one year
the second quarter after two years the third quarter after three years and the fourth quarter after four years
from October 1 2019. The warrants will be exercisable in whole or in part in accordance with the terms of
the Alternative Plan and subject to achieving financial targets as determined in the plan. The warrants will be
exercisable until October 1 2026.Upon exercise of each warrant the offeree will be entitled to receive cash payment equal to the difference
between the base price as determined at the time of the grant and the closing price of one share of the parent
company on the Shenzhen Stock Exchange as it will be on the exercise date up to the ceiling that was deter-
mined under the plan.The fair value of the total granted alternative warrants at the allocated date is equal to the fair value of the total
warrants canceled from the 2017 plan.The cost of the benefit embodied in the warrants that were allocated as aforesaid based on the fair value at the
cancellation and allocation date amounted to a total of approximately 69 million RMB. The liability in the
financial statements at the end of the reporting period was recorded at the fair value estimated using the bino-
mial option pricing model and by the vesting period from the original grant date of the 2017 plan to the end
of the service period determined by the alternative plan taking into account the extent of the service that the
employees provided until that date and the stock price at the reporting date.
256ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Share-based Payments - (cont’d)
2. (cont’d)
Statement of share based payments in the period
Phantom warrants
Changes in the number of 2017 Plan:
Total number of Phantom warrants at the beginning of the period 7404561
Total number of Phantom warrants granted in current period -
Total number of Phantom warrants exercised in current period -
Total number of Phantom warrants forfeited in current period (3715017)
Total number of Phantom warrants at the end of the period 3689544
The range of the exercise prices and the remainder of the contractual period RMB 9.37 – 9.43
for Phantom warrants outstanding at the end of period 0.75 year
The parameters used in implementing the model at the grant date are as follows:
Stock price (RMB) 9.23
Exercise increment (RMB) 9.43
Expected volatility 40.29%
Risk-free interest rate 3.14%
Economic value as of September 26 2019 (in thousands RMB) 68836
The methods for the determination of the fair value of liabilities arising from
cash-settled share-based payments related to the alternative plan The binomial pricing model
Accumulated amount of liabilities arising from cash-settled share-based pay-
ments related to the alternative plan (in thousands RMB) 110
Expenses (income) arising from cash-settled share-based payments in cur-
rent period related to the alternative plan (in thousands RMB) (4502)
257ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items
1. Segment reporting
The Company presents its segment reporting based on a format that is based on a breakdown by business
segments:
* Crop Protection (Agro)
This is the main area of the Company’s operations and includes the manufacture and marketing of conven-
tional agrochemical products.* Intermediates and ingredients
This field of activity includes a large number of sub-fields including: Lycopan (an oxidization retardant)
aromatic products and other chemicals. It combines all the Company’s activities not included in the Crop
Protection products segment.Segment results reported to the chief operating decision maker include items directly attributable to a segment
as well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly financing
expenses net gains from changes in fair value investment income and tax expenses.All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributed
assets include: accounts and bills receivables receivables financing inventory fixed assets right-of-use assets
construction in progress intangible assets goodwill non-current trade receivables and long-term equity in-
vestments. Attributed liabilities include account payables bill payablesand lease liabilities. All other assets
and liabilities which are not attributable to a specific segment are presented as unallocated assets and liabilities.
258ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
1. Segment reporting - (cont’d)
Information regarding the results and assets and liabilities of each reportable segment is included below:
Crop Protection Intermediates and ingredients Elimination among segments Total
Year ended Year ended Year ended Year ended
December 31 December 31 December 31 December 31
20252024202520242025202420252024
Operating income from external
customers 26652467 26802036 2292119 2686010 - - 28944586 29488046
Inter-segment operating income - - 1452 1336 )1452( (1336)
Interest in the profit or loss of
associates and joint ventures - - 9638 8201 - - 9638 8201
Segment's results 1146924 (363092) 164362 52370 - - 1311286 (310722)
Financial expenses 2232695 1769830
Gain (loss) from changes in fair
value 219486 (46074)
Investment income 2325 2324
loss before tax (699598) (2124302)
Income tax expenses 346121 778902
Net Loss (1045719) (2903204)
Crop Protection Intermediates and ingredients Unallocated assets and liabilities Total
December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31
20252024202520242025202420252024
Total assets 39011654 40394519 2092328 2371148 7359980 7294110 48463962 50059777
Total liabilities 7904219 6878372 240167 291201 22744150 23899110 30888536 31068683
259ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
1. Segment reporting - (cont’d)
Geographic information
The following tables sets out information about the geographical segments of the Group’s operating income
based on the location of customers (sales target) and the Group's non-current assets (including mainly fixed
assets right-of-use assets construction in progress investment properties intangible assets and goodwill). In
the case of investment property fixed assets right of used assets and construction in progress the geographical
location of the assets is based on its physical location. In case of intangible assets and goodwill the geograph-
ical location of the company which owns the assets.Operating income from external custom-
ers
Year ended December 31
20252024
Europe Africa and Middle East 8124365 8310285
North America 6727577 6059617
Latin America 7177085 7375759
Asia Pacific 6915559 7742385
2894458629488046
Specified non-current assets
December 31 December 31
20252024
Europe Africa and Middle East 13319926 14249233
North America 1232186 1252352
Latin America 1905677 1730472
Asia Pacific 4606298 5044172
2106408722276229
? As of 2025 South Africa is included in the Europe Africa and Middle East region . The information for 2024 was re-
classified accordingly.
2. The dependency on major customers
No single customer's proportion of the total amount of sales is over 10%.
260ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Other significant items - (cont'd)
3. Calculation of losses per share and Diluted earnings per share
Amount for the Amount for the
current period prior period
Net loss from continuing operations attributable to ordinary share-
holders (1045719) (2903204)
Amount for the Amount for the
Shares current period prior period
Number of ordinary shares outstanding at the beginning of the
year 2329811766 2329811766
Add: weighted average number of ordinary shares issued during
the year - -
Less: weighted average number of ordinary shares repurchased
during the year - -
Weighted average number of ordinary shares outstanding at the
end of the year 2329811766 2329811766
Amount for Amount for
the current the prior pe-
period riod
Calculated based on net loss attributable to ordinary shareholders
Basic losses per share (0.45) (1.25)
Diluted losses per share N/A N/A
Calculated based on net loss from continuing operations attributable
to ordinary shareholders:
Basic losses per share (0.45) (1.25)
Diluted losses per share N/A N/A
Calculated based on net loss from discontinued operations attributa-
ble to ordinary shareholders:
Basic losses per share N/A N/A
Diluted losses per share N/A N/A
261ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements
1. Cash at bank and on hand
December 31 December 31
20252024
Deposits in banks 58950 39173
Other cash and bank balances 6014 1858
6496441031
As at December 31 2025 restricted cash and bank balances was 6014 thousand RMB (as at December 31
2024: 1858 thousand RMB).
2. Accounts receivable
a. By category
December 31 2025
Provision for expected
Book value credit losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed
individually for impairment 13893 1 13893 100 -
Account receivables assessed
collectively for impairment 1637510 99 902 - 1636608
16514031001479511636608
December 31 2024
Provision for expected credit
Book value losses
Carrying
Amount Percentage (%) Amount Percentage (%) amount
Account receivables assessed
individually for impairment 13893 1 13893 100 -
Account receivables assessed
collectively for impairment 1182104 99 - - 1182104
11959971001389311182104
b. Aging analysis
December 31 2025
Within 1 year (inclusive) 1130403
Over 1 year but within 2 years 507107
Over 2 years but within 3 years -
Over 3 years but within 4 years -
Over 4 years but within 5 years -
Over 5 years 13893
1651403
262ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
2. Accounts receivable - (cont'd)
c. Addition written-back and written-off of provision for expected credit losses during the period
Year ended December 31 2025
Balance as of January 1 13893
Addition during the period net 902
Balance as of December 31 14795
d. Five largest accounts receivable at December 31 2025:
Proportion of Allowance of
Accounts re- expected
Name Closing balance ceivable (%) credit losses
Party 1* 1561634 94 -
Party 2 25093 2 -
Party 3 20329 1 902
Party 4 14400 1 -
Party 5 3004 - -
162446098902
* Include intergroup balance with ADAMA Solutions.
3. Receivable financing
December 31 December 31
20252024
Bank acceptance draft 10490 34350
1049034350
As at December 31 2025 bank acceptance endorsed but not yet due amounts to 224677 thousand RMB.
4. Other Receivables
December 31 December 31
2024
Dividends receivable 2325 -
Other receivables 24109 24393
2643424393
263ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
4. Other Receivables - (cont'd)
(1) Other receivables
a. Other receivables by categories
December 31 December 31
20252024
Other 29485 29769
Provision for expected credit losses (5376) (5376)
2410924393
b. Other receivables by aging
December 31 2025
Within 1 year (inclusive) -
Over 1 year but within 2 years 12498
Over 2 years but within 3 years
Over 3 years but within 4 years 113
Over 4 years but within 5 years 91
Over 5 years 16783
29485
c. Additions recovery or reversal and written-off of provision for expected credit losses during the
period:
Year ended December 31 2025
Balance as of January 1 2025 5376
Addition during the period -
Balance as of December 31 2025 5376
d. Five largest other receivables at December 31 2025:
Proportion of other re-
Name Closing balance ceivables (%) Credit loss provision
Party 1* 24109 82 -
Party 2 3125 11 3125
Party 3 548 2 548
Party 4 237 1 237
Par ty 5 221 1 221
28240974131
* Include intergroup balance with Anpon
264ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
5. Long-term equity investments
December 31 2025 December 31 2024
Impairment Impairment
Amount balance loss Book value Amount balance loss Book value
Invest in
subsidiaries 17511352 80636 17430716 17511352 80636 17430716
175113528063617430716175113528063617430716
Investments in subsidiaries
Provision of Balance of
Opening impairment Closing bal- Impairment
Invested unit balance Increase Decrease loss ance loss
ADAMA Agricultural Solutions Ltd. 15890213 - - - 15890213 -
Adama Anpon (Jiangsu) Ltd. 450449 - - - 450449 -
ADAMA Hiufeng (Jiangsu) Co. Ltd. 789116 - - - 789116 (59024)
Hubei Sanonda Foreign Trade Co.Ltd. 11993 - - - 11993 -
Adama Huifeng (shanghai) Agricul-
tural Technology Co. Ltd 288945 - - - 288945 (21612)
17430716---17430716(80636)
6. Operating Income and operating costs
Year ended December 31 2025 Year ended December 31 2024
Operating Operating
Revenue costs Revenue costs
Main operations 1960398 1651258 1756578 1551341
Other operations 51135 19732 45215 15005
2011533167099018017931566346
265ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
7. Notes to items in the cash flow statements
(1) Other cash received relevant to operating activities
Year ended Decem- Year ended De-
ber 31 2025 cember 31 2024
Interest income 1727 6109
Government subsidies 6760 4657
Other 12064 6406
2055117172
(2) Other cash paid relevant to operating activities
Year ended De- Year ended De-
cember 31 2025 cember 31 2024
Professional services 108111 33553
Other 20995 22122
12910655675
(3) Other cash received relevant to investing activities
Year ended De- Year ended De-
cember 31 2025 cember 31 2024
Loans 70000 180000
Other 1599 4147
71599184147
(4) Other cash paid relevant to investing activities
Year ended De- Year ended De-
cember 31 2025 cember 31 2024
Loans 50000 -
50000-
(5) Other cash paid relevant to investing activities
Year ended De- Year ended De-
cember 31 2025 cember 31 2024
Deposit for issuing bills payables 16105 9884
161059884
266ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
7. Notes to items in the cash flow statements
(6) Other cash paid relevant to financing activities:
Year ended De- Year ended De-
cember 31 2025 cember 31 2024
Deposit for issuing bills payable 20261 5282
Other 438 460
206995742
8. Supplementary information to cash flow statement
(1) Reconciliation of net profit to net cash flows generated from operating activities:
Year ended December 31
20252024
Net profit (loss) (69182) 249928
Add: Asset Impairment reversal (losses) 10258 160041
Credit impairment reversal (losses) 902 -
Depreciation of fixed assets and investment property 193048 235036
Depreciation of-right-of use assets 774 1136
Amortization of intangible assets 13229 12116
Gain (losses) on disposal of fixed assets intangible assets and other
long-term assets (3486) (481)
Losses (gains) from changes in fair value 130730 (326340)
Financial expenses 49809 12223
Investment income (34769) (34070)
Decrease in deferred income tax assets 5281 28601
Decrease (increase) in inventory 38069 (38120)
Increase in accounts receivable from operating activities (594557) (117885)
Increase in payables from operating activities 450081 62395
Net cash flows generated from operating activities 190187 244580
(2) Net increase in cash and cash equivalents
Year ended December 31
20252024
Closing balance of cash 58950 39173
Less: Opening balance of cash 39173 157186
Net increase in cash and cash equivalents 19777 ) 118013(
267ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Related parties and related parties transactions
(1) Information on parent Company
Registered
Company Registered capital (Thou- Shareholding Percentage
name place Business nature sand RMB) percentage of voting rights
Production and sales
Syngenta Shanghai of agrochemicals fer-
Group China tilizers and GM seeds 11182127 78.47% 78.47%
The ultimate controlling shareholder is Sinochem Holdings .
(2) Information on the subsidiaries of the Company
For information about the subsidiaries of the Company refer to Note VII.1.
(3) Transactions with related parties
a. Transactions of goods and services
Year ended December 31
20252024
Summary of Purchase of goods/ser- Related Party Relationship
vices received:
Purchase of goods/services received Common control under
Sinochem Holdings 54553 67599
Subsidiary 110609 67852
Summary of Sales of goods:
Sale of goods Common control under
Sinochem Holdings 750 737
Subsidiary 1145848 1010141
268ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees
The Company as the guarantor
Amount of Inception Maturity Guaranty
guaranteed date of guar- date of guar- completed
loan anty anty (Y/ N)
Subsidiary 72595 01.12.2021 28.11.2027 N
27000 17.11.2022 16.11.2027 N
50000 10.04.2024 09.04.2027 N
29000 25.03.2025 24.03.2028 N
66000 23.06.2022 22.06.2028 N
10000 26.04.2023 05.05.2028 N
4473 15.08.2025 16.02.2026 N
8774 25.07.2025 21.01.2026 N
16545 12.09.2025 11.03.2026 N
5840 12.09.2025 11.03.2026 N
11000 05.09.2025 04.03.2026 N
10632 24.12.2025 24.06.2026 N
5000 26.12.2025 24.06.2026 N
22623 26.12.2025 24.06.2026 N
269ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
9. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
b. Guarantees - (cont'd)
The Company as the guarantee receiver
Amount of Inception date Maturity date Guaranty com-
Guarantee provider guaranteed loan of guaranty of guaranty pleted (Y / N)
Parent company 263000 21.04.2021 20.04.2028 Y
Parent company 67971 01.06.2021 31.05.2028 Y
During the year the Company paid a guarantee fee amounting to 343 thousand RMB (2024: 414
thousand RMB) to the parent company.c. Intercompany borrowings/lending
Borrowing/
Related Lending Commencement Termination Balance at
party amount date date year end Interest rate
Lending
Subsidiary 70000 2023.12 2025.12 - 2.4%
Subsidiary 50000 2025.12 2028.11 50000 2.4%
270ADAMA Ltd.
(Expressed in RMB '000)
Notes to the Financial Statements
XV. Notes to major items in the Company's financial statements - (cont'd)
10. Transactions and balances with related parties - (cont'd)
(3) Transactions with related parties - (cont'd)
d. Receivables from and payables to related parties (including loans)
Receivable Items
December 31 December 31
20252024
Expected Expected
Related Party Re- Book credit Book credit
Items lationship Balance losses Balance losses
Trade receivables Subsidiary 1563401 - 1102274 -
Non-current assets
within one year Subsidiary - - 70000 -
Other non-current assets Subsidiary 50000 - - -
Other receivables Subsidiary 24109 - 24393 -
Prepayments Common control
under Sinochem
Holding 83 - 617 -
Payable Items
December 31 December 31
Items Related Party Relationship 2025 2024
Trade payables Subsidiary - 10
Trade payables Common control under Sinochem
Holdings 4665 4023
Other payables Subsidiary 587644 525071
Common control under Sinochem
Holdings 471 522
d. Other related party transactions
As at December 31 2025 the closing balance of bank deposit in SinoChem Finance Corporation was
41343 thousand RMB (31.12.24: 28470 thousand RMB) Interest income of bank deposit for the year
was 1569 thousand RMB (2024: 1768 thousand RMB).
271ADAMA Ltd Annual Report 2025
Supplementary information
(Expressed in RMB '000)
1. Extraordinary Gain and Loss
Year ended De-
cember 31 2025
Disposal of non-current assets 16716
Government grants recognized through profit or loss 16498
Changes in fair value of financial assets and liabilities held for trading 30714
Custodian fees earned from entrusted operation 4266
Recovery or reversal of expected credit losses which is assessed individually during
the years 76059
Post vesting fair value revaluation of cash-settled share based payment 13992
Other non-operating income or expenses other than the above 176288
Tax effect (44491)
290042
2. Return on net assets and earnings per share (“EPS”)
The information of Return on net assets and EPS is in accordance with the Preparation Rules for Infor-
mation Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of
Return on net assets and Earnings per share (2010 Amendment) issued by China Securities Regulatory
Commission.Weighted average
rate of return on net Basic EPS Diluted EPS
Profit during the reporting period assets (RMB/share) (RMB/share)
Net loss attributable to ordinary
shareholders of the Company (5.71%) (0.45) N/A
Net loss after deduction of extraordinary
gains/losses attributable to ordinary
shareholders of the Company (7.35%) (0.57) N/A
ADAMA Ltd.Legal Representative: Ga?l Hili
March 26th 2026
272
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