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,
other 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 ofAssociation
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 listed
company.”
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 speci