Securities code: 000553 (200553) securities abbreviation: Adama Ltd(000553) (b) Announcement No.: 2022-2
Announcement on signing entrusted operation and management agreement with related parties
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
According to the indirect controlling shareholder of Adama Ltd(000553) (hereinafter referred to as "the company"), China Chemical Group
According to the commitment letter issued by Jiangsu Anbang electrochemical Co., Ltd. (hereinafter referred to as "chemical group") on the major asset restructuring of the company in 2017, the chemical group shall take appropriate measures to gradually solve the problems of Jiangsu Anbang electrochemical Co., Ltd. and Jiangsu Huaihe River within the commitment period
He Chemical Co., Ltd., Jiangsu McDonnell Douglas agrochemical Co., Ltd., Jiamusi Heilong pesticide Co., Ltd., Anhui Province
For the horizontal competition between Petrochemical Group Co., Ltd. (hereinafter referred to as "Anhui petrochemical") and the company, the relevant methods include but are not limited to adopting reasonable commercial means such as entrusted operation (see the plan for issuing shares to purchase assets and raising supporting funds and related party transactions disclosed by the company on www.cn.info.com.. CN on October 15, 2016).
During the commitment fulfillment period, the chemical group has previously solved the horizontal competition between the following enterprises and companies, including
Including: Jiangsu Anbang electrochemical Co., Ltd., Jiangsu McDonnell Douglas agrochemical Co., Ltd., Jiamusi Heilong Pesticide Chemical Co., Ltd
Co., Ltd. and Jiangsu Huaihe Chemical Co., Ltd. (please refer to Section V "commitment fulfillment matters" of the 2020 annual report disclosed by the company on cninfo.com on March 31, 2021). With regard to the horizontal competition between Anhui petrochemical and the company, in order to give full play to the company's professional management and operation advantages, the chemical group shall timely fulfill its obligations to the company
A wholly-owned subsidiary of chemical industry group and a wholly-owned shareholder of Anhui petrochemical, China Chemical agrochemical Co., Ltd
(hereinafter referred to as "agrochemical company") intends to entrust Anhui Petrochemical Company directly held by it to operate and manage.
On December 31, 2021, the seventh meeting of the ninth board of directors of the company deliberated and approved the signing of the entrusted management agreement
Proposals related to the management agreement (hereinafter referred to as the "agreement"). According to the agreement signed by the company and the agrochemical company,
During the trusteeship period, Andorra wheat is entrusted to exercise the management right enjoyed by agrochemical company over Anhui petrochemical and report to agrochemical company
The custody fee is charged as the consideration for the provision of management services (hereinafter referred to as the "transaction").
The company is a subsidiary indirectly held by agrochemical company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, agrochemical company is a related party of the company, and this transaction constitutes a related party transaction.
Among the five directors of the company, the affiliated directors Mr. Erik fyrwald and Mr. Chen Lichtenstein abstained from voting. The voting results of other directors were 3 in favor, 0 against and 0 abstention. The independent directors of the company have expressed independent opinions on this matter.
This transaction falls within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 2、 Introduction to related parties
1. Company Name: China Chemical agrochemical Co., Ltd
2. Company nature: limited liability company (sole proprietorship of legal person)
3. Date of establishment: January 21, 1992
4. Registered capital: RMB 41821159860.91
5. Legal representative: Chen Hongbo
6. Unified social credit Code: 91110000100011399y
7. Registered address: No. 62, North Fourth Ring West Road, Haidian District, Beijing
8. Business scope: procurement and sales of agricultural chemicals, chemical products and chemical raw materials (excluding hazardous chemicals), electromechanical equipment, electrical equipment, automatic control system, instruments and meters, building materials, industrial salt, natural rubber and products, computer software and hardware, office automation equipment and textile raw materials; Sales of chemical fertilizers; Storage of goods; Import and export business; Technical consultation, technical services, technical development and technical testing; Production of genetically modified crop seeds (except for six areas in central Beijing); Sales of crop seeds, grass seeds and edible fungi. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies)
9. Main financial indicators:
The financial status of the agrochemical company in the latest year is as follows:
RMB (million yuan)
Project September 30, 2021 December 31, 2020
Total assets 537508509384
Total liabilities 356997331703
Owner's equity 180511177681
January to September 2021 2020
Operating income 139504154406
Total profit 56243392
10. Affiliated relationship: according to Item 1 of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, agrochemical company is an affiliated party of the company.
11. Integrity: according to the verification of "China implementation information disclosure network", agrochemical company is not listed as the dishonest executee.
3、 Basic information of related party transactions
1. Company Name: Anhui Petrochemical Group Co., Ltd
2. Company nature: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
3. Date of establishment: October 8, 2003
4. Registered capital: RMB 107412700
5. Legal representative: Huang lighting
6. Unified social credit Code: 913400007548671294
7. Registered address: No. 3086, Dangshan Road, Luyang District, Hefei City, Anhui Province
8. Business scope: licensed business items: coal sales. General business items: production and sales of petrochemical products, chemical mining products, sulfur and phosphorus products, chemical fertilizers and raw and auxiliary materials (excluding dangerous goods); Sales of metal materials, building materials, instruments and meters, general machinery and hardware tools; Chemical research, development, design, consultation and service; Real estate investment; Pesticide R & D and sales; Import and export business
9. Equity structure: the equity structure of the subject company is as follows:
No. shareholder name shareholding ratio
1. Agrochemical company 100%
The financial situation of Anhui petrochemical in the latest year and another period is as follows:
RMB (million yuan)
Project September 30, 2021 December 31, 2020
Total assets 524537
Total liabilities 121182
Owner's equity 403355
January to September 2021 2020
Operating income 215342
Total profit 57120
11. Integrity: according to the verification of "China implementation information disclosure network", Anhui Petrochemical is not listed as a dishonest executee.
4、 Pricing basis of related party transactions
In view of the lack of comparable independent third-party market price for this related party transaction, combined with the current operation and management situation and financial situation of Anhui petrochemical, both parties have determined the pricing of this transaction through negotiation, followed the principles of voluntariness, fairness and impartiality, and there is no damage to the interests of the company and non related shareholders.
5、 Main contents of entrusted operation and management agreement
Party A: China Chemical agrochemical Co., Ltd
Party B: Adama Ltd(000553)
Main terms:
1. Trusteeship subject: agrochemical company is the entrusting party, andomai is the trustee, and the target company is Anhui petrochemical.
2. Hosting mode:
(1). Andoma is entrusted to exercise the management right of Anhui Petrochemical enjoyed by agrochemical company during the trusteeship period; Andomai has the right to give guidance and instructions to Anhui petrochemical and charge custody fees from agrochemical company as the consideration for providing such management services.
(2). Anhui Petrochemical is an independent enterprise legal person and enjoys the property ownership of the enterprise legal person. Its creditor's rights, debts and legal liabilities are enjoyed or borne by Anhui Petrochemical itself. During the trusteeship period, unless otherwise agreed, all shareholders' rights and obligations of Anhui Petrochemical are still enjoyed or assumed by agrochemical company only.
(3). Trusteeship service content: during the trusteeship period, agrochemical company entrusts andomai to provide management services including but not limited to business, finance, human resources and organization.
3. Custody fee and fee payment
(1). During the trusteeship period, agrochemical company shall pay the trusteeship fee to Andorra in RMB. The amount of trusteeship fee shall be calculated in RMB / year equivalent to five hundred thousand (500000) US dollars. The amount of custody fee actually incurred shall be calculated according to the actual days of custody and the above applicable custody rate.
(2). The above custody fee shall be settled quarterly and paid by agrochemical company to the company within 15 days after the end of each quarter. All costs and expenses incurred by the company or its representatives in connection with the services shall be reimbursed by Anhui Petrochemical on a quarterly basis, and agrochemical company shall cause Anhui Petrochemical to reimburse (or otherwise compensate) such costs or expenses for Andorra. 4. Effectiveness: the agreement shall come into force on the date when all the following conditions are met: (1) signing of the agreement; And (2) Andorra completed the internal approval process required by the articles of association.
5. Termination: unless the agreement is terminated in advance due to any of the following circumstances, the custody period under the agreement is twenty-four (24) months: (I) agrochemical company has transferred the controlling equity of Anhui Petrochemical to a third party that is not its affiliated party; Or (II) potential horizontal competition has been eliminated by other means approved by the securities regulatory authority. Without prejudice to the legal right of relevant parties to terminate this Agreement (including in case of breach of contract), the company has the right to terminate this agreement by giving written notice to the other parties at least 90 days in advance. Both parties agree that during the custody period, agrochemical company shall form a reasonable business plan to finally solve the potential horizontal competition between Anhui petrochemical and andomai as soon as possible, including but not limited to the sale of all or controlling shares of Anhui Petrochemical by agrochemical company to a third party.
6、 Transaction purpose and impact on the company
The entrusted operation and management agreement signed between the company and the agricultural chemical company on Anhui Petrochemical is conducive to solving the potential horizontal competition between Anhui petrochemical and the company, and give full play to the company's management ability and operation advantages.
7、 Accumulated various related party transactions between the company and related parties
Various related party transactions between the company and subsidiaries of Sinochem Holdings Co., Ltd., the ultimate controlling shareholder, are as follows:
1. Deposits and loans of the company and its wholly-owned subsidiary andoma Anbang (Jiangsu) Co., Ltd. in China Chemical Finance Co., Ltd.: as of the date of this announcement, the balance of RMB deposits was 32486556.74 yuan and the balance of US dollar deposits was 24068474.46 yuan, which had been deliberated and adopted at the third extraordinary general meeting in 2020;
2. Daily related party transactions: from the beginning of 2021 to November 30, 2021, the amount of daily related party transactions of the company is RMB 2836.98 million; The daily connected transactions in 2021 are expected to have been deliberated and approved by the 2020 general meeting of shareholders, with a total amount of RMB 3539.1 million;
3. Syngenta group (NL) B.V., a subsidiary of Syngenta Group Co., Ltd., the controlling shareholder of the company, agreed to grant Adama Fahrenheit B.V., a wholly-owned subsidiary of the company, a committed credit line with a total amount of US $100 million, which has been deliberated and adopted at the fifth meeting of the ninth board of directors of the company.
8、 Opinions of independent directors
The independent directors of the company expressed independent opinions on this transaction as follows:
1. The matters related to the entrusted operation and management agreement signed between the company and agrochemical company constitute related party transactions.
2. The deliberation procedures of the board of directors on related party transactions comply with the provisions of laws, regulations and the articles of association,
