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安道麦B:关于间接控股股东中国中化控股有限责任公司履行避免同业竞争承诺情况的公告(英文版)

深圳证券交易所 09-19 00:00 查看全文

Stock Code: 000553(200553) Stock abbreviation: ADAMA A(B) Announcement No. 2026-38

ADAMALtd.Announcement on the Fulfillment of the Commitment

to Avoid Horizontal Competition by the Indirect

The Company and all members of its board of directors hereby confirm that all

information disclosed herein is true accurate and complete with no false or

misleading statement or material omission.Controlling Shareholder Sinochem Holdings Co. Ltd.I. Background to and Contents of the Commitment Issued by Sinochem

Holdings Co. Ltd. (“SinoChem Holdings”) the Indirect Controlling

Shareholder

(I) Background to the Issuance of the Commitment

In 2021 Sinochem Group Co. Ltd. (“Sinochem Group”) and ChemChina (China

National Chemical Corporation) (“ChemChina”) implemented the joint restructuring of

Sinochem Group and ChemChina. Through the gratuitous transfer of state-owned equity

interests Sinochem Holdings the new holding company set up afterwards acquired 100%

of the equity interests in Sinochem Group and ChemChina thereby indirectly holding

78.47% of the shares of ADAMA Ltd. (“ADAMA” or “the Company”). In this regard

Sinochem Holdings issued the Letter of Commitment on Avoiding Horizontal

Competition with ADAMA Ltd. For details please refer to the Acquisition Report of

ADAMA Ltd. published by the Company on www.cninfo.com.cn on September 4 2021.(II) Specific Contents of the Commitment

The Letter of Commitment on Avoiding Horizontal Competition with ADAMA Ltd.issued by Sinochem Holdings states as follows“1. With respect to any existing or potential competition that may arise between anyother subsidiaries of ChemChina and the listed company we will ensure that ChemChina

fulfils the relevant undertakings it has given to the listed company to avoid horizontal

competition.

2. With regard to any new instances of horizontal competition arising between any

other subsidiaries of Sinochem Holdings and the listed company resulting from this

transfer we shall in accordance with the requirements of the relevant securities

regulatory authorities and to the extent permitted by applicable laws regulations and

relevant regulatory rules within five years from the effective date of this Letter of

Commitment and guided by the principles of facilitating the development of the listed

company and protecting the interests of shareholders—particularly those of minority

shareholders—comprehensively employ a combination of entrusted management asset

restructuring equity swaps/ transfer business mergers/adjustments or other lawful means

to prudently advance the integration of relevant assets or businesses that meet the criteria

for injection into the listed company so as to resolve the issue of horizontal competition.

3. We shall strictly comply with relevant laws regulations and normative documents

as well as the provisions of internal management rules such as theArticles of Association

of the listed company. In accordance with the principle that state-owned assets are owned

by the State and managed on a tiered basis we shall exercise our shareholder rights in

accordance with the law through our equity holdings properly handle matters involving

the interests of the listed company and shall not exploit our controlling position to seek

improper benefits or engage in the transfer of benefits.The foregoing commitment shall take effect from the date of completion of the

Transfer and shall remain effective for so long as we have control over the listedcompany.”

II. Performance of the Commitment

Since the Joint Restructuring Sinochem Holdings has actively undertaken

comprehensive planning and coordination to resolve the Company’s horizontal

competition issues. Following the principles of facilitating the business development of

the listed company and protecting the interests of all shareholders it has taken targeted

and effective measures to actively perform its commitment and endeavor to eliminate and

avoid substantive horizontal competition. The specific performance is as follows.(I) Urging ChemChina to Perform the Relevant Commitments

In 2016 during the Company’s planning of a material asset restructuring in which

the Company acquired 100% of the equity interests in Israel-based Adama Agricultural

Solutions Limited. from its controlling shareholder ChemChina made a commitment to

avoid horizontal competition in respect of the same or similar businesses conducted by its

subsidiaries and ADAMA (the “2016 Commitment”). In 2020 ChemChina issued a

supplemental letter of commitment (the “2020 Supplemental Commitment”)

undertaking to gradually resolve through appropriate means the horizontal competition

between ADAMA and Syngenta AG a subsidiary of ChemChina. Syngenta Group Co.Ltd. (“Syngenta Group”) a subsidiary of ChemChina also issued a letter of commitment

regarding the horizontal competition between Syngenta AG and Jiangsu Yangnong

Chemical Co. Ltd. (“Yangnong Chemicals”) and ADAMA.

1. Fulfillment of the 2016 Commitment through Internal Reorganization Business

Adjustments External Transfer and Entrusted Management

The 2016 Commitment made by ChemChina covered its controlled subsidiaries

Jiangsu Anpon Electrochemical Co. Ltd. (“Jiangsu Anpon” now known as “ADAMAAnpon (Jiangsu) Co. Ltd.”) Jiangsu Huaihe Chemical Co. Ltd. (“Jiangsu Huaihe”)

Jiangsu Maidao Agrochemical Co. Ltd. (“Jiangsu Maidao Agrochemicals”) Anhui

Petrochemical Group Co. Ltd. (“Anhui Petrochemicals”) and Jiamusi Heilong Pesticide

Co. Ltd. (“Jiamusi Heilong”). Before the expiration of the commitment performance

period (i.e. January 2022) Jiangsu Maidao Agrochemicals had been absorbed and

merged into Jiangsu Anpon; all of the 100% equity interests in Jiangsu Anpon had been

transferred to ADAMA; Jiangsu Huaihe had ceased to engage in pesticide business; after

all of its equity interests were transferred to a third party Jiamusi Heilong was no longer

controlled by ChemChina; and China National Chemical Agrochemical Co. Ltd. a

subsidiary of ChemChina had entered into an Entrusted Operation and Management

Agreement with the Company under which the Company was entrusted with the

management of Anhui Petrochemicals in which it held 100% of the equity interests.ChemChina fulfilled the 2016 Commitment within the prescribed period.

2. Fulfillment of the Commitments Relating to Syngenta AG and Yangnong

Chemicals through Entrusted Management

Syngenta AG entered into an entrusted management agreement with the Company

under which Syngenta AG entrusted the Company with the rights and responsibilities for

managing the entrusted business relating to overlapping products between the Company

and Syngenta AG. The Company entered into an entrusted management agreement with

Yangnong Chemicals under which Yangnong Chemicals entrusted the Company with the

rights and responsibilities for managing the entrusted business relating to some of the

overlapping products between the Company and Yangnong Chemicals and

correspondingly the Company also entrusted Yangnong Chemicals with the rights and

responsibilities for managing the entrusted business relating to the remaining overlapping

products.For the foregoing information please refer to the Announcement on the Signing of

the Entrusted Management Agreement with Related Parties (Announcement No.:

2024-55) disclosed by the Company on www.cninfo.com.cn on November 7 2024 the

Announcement on the Resolutions of the 3rd Interim Shareholders Meeting in 2024

(Announcement No.:2024-58) disclosed on November 23 2024 and the Announcement

of the Resolutions of the 9th Meeting of the 10th Session of the Board of Directors

(Announcement No.: 2025-1) disclosed on January 2 2025.

(II) Horizontal Competition Matters Newly Arising from the Joint Restructuring of

Sinochem Group and ChemChina

In order to comprehensively verify the horizontal competition matters newly arising

from the completion of the joint reorganization of Sinochem Group and ChemChina

Sinochem Holdings coordinated and facilitated business reviews between the Company

and other subsidiaries within the group. Focusing on the specific entities engaged in the

business the positioning of each entity in relation to the business (whether it constitutes a

core business) their respective main products production and sales models sales regions

and revenue share amongst other key factors. Comparisons analyses and assessments

were carried out across multiple dimensions including product categories business

models and sales regions. The results of this review are as follows: the agrochemicals

business had already been addressed under item (I) above; With regard to basic chemical

products although the Company’s small number of main basic chemical products

overlaps or is similar to that of Sinochem’s subsidiaries these basic chemical products

serve as raw materials used in the Company's chemical synthesis of agrochemical

products. The surplus remaining is sold externally after satisfying internal production

needs. As a non-core business this accounts for a low proportion of the Company’s total

sales. There are differences between the two parties in terms of the positioning of their

basic chemical businesses the layout of production facilities geographical sales

coverage and business priorities; Consequently such identical or similar basic chemical

products don’t have a material adverse effect on the Company nor constitute substantive

competition between Sinochem and the Company. Going forward Sinochem will

continue to fully utilize the coordination functions of its head office paying close

attention to issues of horizontal competition in strategic planning and operation and

urging the relevant entities to maintain the current arrangements for business

differentiation to prevent horizontal competition that could have a material adverse effect

on the Company.The areas in which the two parties currently have the same or similar positions on

main basic chemical products are as follows.

1. Sodium Hydroxide

As a chemical commodity Sodium hydroxide is a raw material for the synthesis of

active ingredients in pesticides. The Company operates chlor-alkali facilities and

produces sodium hydroxide for the production of DMPAT and wastewater treatment. Any

surplus beyond internal production consumption is sold externally. The Company has

chlor-alkali facility at its production sites in Jingzhou Hubei Province. Previously the

Company also had a chlor-alkali facility at the Huai'an old site in the downtown area of

the city. In compliance with the "Chemical Enterprises into Industrial Parks" policy

requirements and based on its own business decisions the Company shut down and

decommissioned the chlor-alkali production capacity at the Huai'an base in 2025 and

completed the disposal of the associated chlor-alkali assets. This has objectively and

substantially reduced the overlap with subsidiaries of Sinochem Holdings in sodium

hydroxide. Based on its strategic decisions and future key investment priorities and

taking into account overall investment returns the Company did not construct

high-energy-consuming chlor-alkali facilities at the new Huai'an site relocated into the

chemical industrial park nor does it have any plans to build new chlor-alkali facilities.Instead the Company has shifted to procuring the relevant raw materials externally for

production purposes.In 2025 the Company’s domestic sales of sodium hydroxide amounted to RMB 664

million accounting for 2.3% of its total sales for the year. Due to the aforementioned

shutdown of chlor-alkali facility in the first half of 2026 the Company’s domestic sales

of sodium hydroxide fell to RMB 177 million accounting for 1.2% of the total sales for

the period.Given that Sodium Hydroxide is hazardous corrosive and irritant care must be

taken during transport to ensure that its containers do not leak collapse fall or become

damaged. Sodium hydroxide suppliers generally sell in the vicinity of their production

facilities with a sales radius of approximately 300 kilometers. As described above the

Company's chlor-alkali facility currently producing sodium hydroxide is located in

Jingzhou Hubei Province. The local sodium hydroxide market in Hubei Province is in a

growth phase. From the perspective of economic efficiency and subject to constraints on

the sales radius the Company focuses on selling sodium hydroxide in Hubei and its

surrounding regions. Among the subsidiaries of Sinochem Holdings the companies with

sodium hydroxide production capacity include Jiangsu Ruiheng New Materials

Technology Co. Ltd. and Ningxia Ruitai Technology Co. Ltd. etc. with production

facilities located in Lianyungang of Jiangsu Province Zhongwei of Ningxia Hui

Autonomous Region and Liaocheng of Shandong Province respectively. Constrained by

their sales radius these entities sell sodium hydroxide in the North China

Jiangsu-Zhejiang and Northwest China regions. Accordingly there is a clear difference

between the production and sales regions of Sinochem Holdings' subsidiaries and those of

ADAMAwith respect to this product.In summary due to capacity phase-out taking into account factors such as the

characteristics of the product itself and the differed sales regions there is no substantive

horizontal competition between enterprises under Sinochem Holdings and the Company

with respect to Sodium Hydroxide.

2. Phosphorus Trichloride

Phosphorus trichloride is a controlled chemical and requires the license for export.The phosphorus trichloride produced by the Company primarily serves as an intermediate

product required for the production of agrochemical products such as ethephon and

acephate. After satisfying its own production needs the domestic market can absorb the

Company's surplus volume and accordingly the Company sells the remaining portion on

the domestic market. In 2025 the Company's phosphorus trichloride sales amounted to

RMB 167 million accounting for 0.6% of the Company's total sales in 2025. Subsidiaries

of Sinochem Holdings do not produce phosphorus trichloride; only two companies are

engaged in a small volume of phosphorus trichloride trading business. These two

companies hold export licenses for phosphorus trichloride and all of their trading

activities are directed at overseas export markets.In summary there is no horizontal competition between enterprises under Sinochem

Holdings and the Company with respect to phosphorus trichloride.

3. o-Toluidine

The Company's former ortho-toluidine business was produced and sold by its

production base located in Huai'an Jiangsu Province and was a downstream product of

the hydrogen generated by the chlor-alkali facility. As described above as the Company’s

chlor-alkali facility at Huai’an was shut down in mid-2025 ADAMA had no production

of the downstream product o-toluidine in 2026. Therefore no horizontal competition

exists between subsidiaries of Sinochem Holdings and ADAMA with respect to

o-toluidine.III.Conclusion of the Legal OpinionTianyuan Law Firm is of the view that Sinochem Holdings has fulfilled the “Letterof Commitment on Avoiding Horizontal Competition with ADAMA Ltd.” it had issued

within the committed timeframe; the relevant measures are conducive to resolving the

issue of competition between Sinochem Holodings’ subsidiaries and ADAMA; and the

remaining overlapping or similar products do not constitute a material adverse effect on

ADAMA.IV. Conclusion

In summary Sinochem Holdings has fulfilled the Letter of Commitment on Avoiding

Horizontal Competition with ADAMA Ltd. that it issued within the committed timeframe

effectively addressed the impact of horizontal competition on the Company through

various means and the remaining overlapping/similar products do not have a material

adverse impact on the Company. Going forward the Company will continue to monitor

and urge the relevant parties to maintain the existing differentiated business arrangements

and prevent horizontal competition that may have a material adverse impact on the

Company to effectively protect the lawful rights and interests of the listed company and

its minority shareholders.V. Documents Available for Inspection

The Special Legal Opinion on the Performance by Sinochem Holdings Co. Ltd. of

Its Commitment toAvoid Horizontal Competition issued by Tianyuan Law Firm Beijing.It is hereby announced.Board of Directors of ADAMALtd.September 19 2026

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