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安道麦B:关于相关方承诺事项的公告(英文版)2022-04-07  

                        Stock Code: 000553 (200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2022-14


                                      ADAMA Ltd.

          Announcement on the Commitment Made by the Controlling
                               Shareholder


     The Company and all members of the Company’s Board of Directors confirm that all
     information disclosed herein is true, accurate and complete, with no false or
     misleading statement or material omission.



          Syngenta Group Co., Ltd. (hereinafter referred to as “Syngenta Group”), the
     controlling shareholder of ADAMA Ltd. (hereinafter referred to as “the Company”),
     recently informed the Company that it made a commitment letter on the horizontal
     competitions between Syngenta Group and the Company. The main commitment is as
     follows.

          I. Companies that are controlled by Syngenta Group and have horizontal
     competition with ADAMA

          After reviewing, as of the date of issuance of the commitment letter, there is a
     small amount of overlap in the field of off-patent crop protection products between
     SAG, a subsidiary of Syngenta Group, and the Company, and a small amount of
     overlap in the field of active ingredients and formulation products between Yangnong
     Chemical Co., Ltd. (hereinafter referred to as "YN Chemical") and the Company. In both
     cases, such small overlap is not causing a negative impact on any of the subject
     companies.

          Except for the aforementioned scenarios, the major business of Synge nta Group
     and other companies controlled by Syngenta Group does not operate the same or
     similar business with the Company.

          II. Commitme nt and timetable to address the horizontal competitions
     me ntioned above

          In accordance with and in compliance with the applicable laws, regulations and
     relevant regulatory requirements then in effectiveness, Syngenta Group will adopt


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appropriate measures to gradually solve the horizontal competitions among SAG, YN
Chemical and the Company within 5 years after the issuance of Supplemental
Commitment Letter of China National Chemical Corporation on Avoiding Horizontal
Competition with ADAMA by ChemChina on January 7, 2020. The aforementioned
solutions include but not limited to:

     (1) Asset restructuring: adopt different methods permitted by relevant laws,
regulations and regulatory policies such as cash or issuance of shares to purchase
assets, asset replacement, asset transfer or other feasible restructuring methods. Assets
are sorted out and reorganized to eliminate the overlap of relevant businesses;

     (2) Adjust industry planning and business structure: sort out business boundaries,
realize business differentiation through asset transactions, business divisions and other
different methods, including but not limited to business co mposition, product grades,
application areas, and customer groups. Syngenta Group will try its best to achieve
differentiated business operations;

     (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;

     (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


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fulfilled according to relevant laws and regulations.

     III. Syngenta Group’s commitme nt to potential horizontal competition with
the Company in the future

     Syngenta Group will continue to take effective measures to prevent itself and its
controlled companies from having new businesses that are the same or similar to the
Company’s domestic business in the future. If Syngenta Group or a company
controlled by Syngenta Group develops related businesses that constitute horizontal
competition with the Company’s domestic business in the future, Syngenta Group will
actively take relevant measures, including but not limited to asset restructuring,
adjustment of industry planning and business structure, technological transformation
and product upgrades, market segmentation or other feasible 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.

     It is hereby announced.



                                                   Board of Directors of ADAMA Ltd.

                                                                         April 7, 2022




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