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



