安道麦A(000553)_公司公告_安道麦B：估值提升计划(英文版)_公司公告

安道麦B：估值提升计划(英文版)（下载公告）
公告日期:2025-03-14
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-13 Valuation Enhancement Plan of ADAMA Ltd. In order to enhance the Company's investment value, improve investor returns,and safeguard the legitimate rights and interests of investors, ADAMA Ltd. (hereinafterreferred to as the "Company") actively responds to regulatory requirements, andformulated the Valuation Enhancement Plan based on the Company's situation.I. Context and Consideration ProceduresFrom January 1 st to December 31 st, 2024, the closing price of the Company’sshares on each trading day had been lower than the audited net asset per share for themost recent fiscal year on that day as what had been disclosed by 31 st December 2024,as detailed, From 1 st January 2024 to 26 thMarch 2024, the closing price of ADAMA A wasbetween RMB5.3 per share and RMB7.01 per share, which was lower than RMB9.93per share, the Company's audited net asset per share for the year of 2022. From 27 th March 2024 to 31 stDecember 2024, the closing price of ADAMA A was betweenRMB4.16 per share and RMB8.7 per share, which was lower than RMB9.41 per share,the Company's audited net asset per share for the year of 2023. It triggers the situationthat a valuation enhancement plan should be developed as required by the Guidelines for Listed Companies No. 10 - Market Value Management. 2. On 12 th March, 2025, the 10 thmeeting of the Tenth Session of the Board ofDirectors of the Company considered and approved the “Proposal on Formulating theValuation Enhancement Plan”. Of the six board members of the Company, there were6 votes in favor, 0 vote against and 0 abstention.II. Contents of the Valuation Enhancement Plan(I) Overview of the PlanIn order to strengthen the market value management, enhance the Company'sinvestment value, increase returns of investors and safeguard their interests, theValuation Enhancement Plan (hereinafter referred to as the “Plan”) was formulated inaccordance with the Company Law of the People's Republic of China, the SecuritiesLaw of the People's Republic of China, the Guidelines for Listed Companies No. 10 -Market Value Management, the Rules Governing Listing of Stocks on Shenzhen StockExchange, other laws and regulations, regulatory documents and the Articles ofAssociation. (II) ObjectivesThe Plan aims at enhancing the quality of the Company and improving itsoperational efficiency and profitability first and foremost through a series of specificand feasible measures, and on this basis, improving investor relations management,enhancing the quality and transparency of information disclosure, and promoting theCompany's market value through share repurchase and cash dividend payment basedon actual situation, to strengthen the confidence of investors and add up their returns. (III) Organizational Structure and PersonnelThe implementation of the Plan shall be supervised under the leadership of the Board of Directors, led by the management executives, coordinated and monitored bythe Board Secretary and the Global Head of Investor Relations in the ordinary course.The Department of Securities and Legal Affairs, as the execution body, is responsiblefor carrying out the routine work related to the capital market, monitoring stock price,urging relevant departments to implement the tasks in the Plan, regularly tracking theprogress, organizing evaluation of the Plan, and proposing specific improvementmeasures for the management and the Board of Directors to consider and approve whennecessary. (IV) Specific measures 1. Accelerate the implementation of the “Fight Forward” transformation plan toimprove operational efficiency and profitabilityIn early 2024, ADAMA launched “Fight Forward”, a strategic transformation planaimed at gradually delivering improved profit and cash targets over a three-year period(2024-2026). This plan has three main pillars: (1) Optimize financial management: With a focus on improving the company’sfinancial fitness in both the short and long term through cost reduction, as well ascommercial and manufacturing excellence; (2) Streamline ADAMA’s operating model: Focus on key geographies withimproved resource allocation to the most profitable regions and centralize globalfunctions to leverage expertise in order to enable the Company’s commercial unitresources to primarily focus on customer needs to maximize ROI for all stakeholders; (3) Focus on the Value Innovation segment, where value is provided by using off-patent Active Ingredients (“AIs”) enhanced by innovations in proprietary formulationsand strengthened pipelines, to address farmers’ needs, improve their efficiency and help farmers improve their return on investment.After one year of implementation throughout the Company, the transformationplan has shown early impacts, including significant improvement of operating and freecash flow for the full year of 2024, high gross profits and margin despite lower sales,as well as higher EBITDA margin. In 2025, the Company will acceleration delivery ofthe transformation plan, including, (1) Continue to improve business quality: to improve the sales mix toward high-margin products and phase out certain products of low profitability; (2) Further reduce costs and expenses: to further improve costs through utilizingthe current situation of low AI market prices and excellent procurement management,logistics etc. and continue to exercise strict OPEX control, including measures toimprove efficiency; (3) Empower commercial engine by excelling in key account management,improved pricing mechanism and new product launches; (4) Enhance operations by accelerating transformation through asset layoutoptimization, process improvements, sustainable practices, and global logisticsoptimization. 2. In conjunction with the Company's strategic focus on winning “ValueInnovation” customer segment, evaluate and categorize regional markets, businesses,products and facilities, and on this basis gradually phase out some low-margin products,shift resources to prioritize higher potential markets and make necessary assetadjustments as needed to improve asset quality and resource allocation. When theCompany restores its financial health, it will explore the opportunity of external growthto complement organic growth, thereby strengthening the core competitiveness of its crop protection business and enhancing the quality and value of the Company. 3. The Company should give full consideration to the return to investors. Whenthe conditions for dividend distribution are fulfilled, the Company will returnshareholders with sustainable and reasonable cash dividend distribution, and based onthe Company's profit size, cash flow and capital demand in a specific period, make mid-year dividend distribution as appropriate. If the total cash dividends paid by theCompany for a year is less than 30% of the net profit for that year when theundistributed profit at the end of the year in the Company's consolidated balance sheetand the parent company's balance sheet are positive and the net income for thatreporting period is positive, the Company should fulfil its information disclosureobligations in accordance with the regulatory requirements for listed companies. 4. The Company will closely track its share price. In the event that its market valuecontinues staggering and obviously deviates from its financial performance and sectorvaluation, the Company may, based on its business and investment needs and theenvironment of the capital market, and subject to the approval of the Company'srelevant authorized bodies, carry out share repurchase according to the law to enhanceinvestor confidence. In principle, the Company will use its own or self-raised funds toimplement the repurchase, and the repurchased shares is expected to be cancelled inaccordance with the law to reduce the registered capital accordingly. 5. The Company should continuously improve information disclosure, including: (1) Further improve the information disclosure system oriented to the needs ofinvestors: improving the Company's information disclosure management system in atimely manner in accordance with updated policy requirements of CSRC and the SZSEto ensure continued compliance with the latest laws and regulations and the rules of the Exchange; (2) Maintain the mechanism for the regular exchanges of the informationdisclosure department to guarantee timely and fair disclosure of information or mattersthat may have a material impact on its share price or investor decisions, and to enhancethe transparency of the Company. Finance, legal and information disclosuredepartments should regularly exchange information on the topics of material mattersthat may activate interim information disclosure obligations, to ensure that theconsideration procedures do not affect the progress of business operations, and that therelevant announcements are disclosed in a timely manner. Time schedule forpreparation of periodic reports should be prepared to ensure that information can bereleased to the public on time and accurately; (3) Continuously optimize the contents of disclosed information to ensure that theinformation disclosed is true, accurate and complete, and to improve the readability ofannouncements by using concise and easy-understanding language, charts and otherforms to help investors better learn about the Company; (4) Make necessary voluntary disclosures: In addition to mandatory informationdisclosure, the Company may voluntarily disclose information relevant to investors’judgements and investment decisions, including appendix to periodic reports(Management’s Discussion and Analysis), to help investors understand the company'sstrategic planning, analysis of the market environment, and other information that canhelp investors comprehend the Company's value; (5) Enhance the disclosure of social responsibility and ESG information: prepareand proactively disclose information on the Company’s environmental protection,social responsibility and corporate governance in accordance with applicable domestic and international ESG guidelines, and demonstrate the Company’s efforts andachievements in sustainable development. The Company may actively participate inESG rating as appropriate; (6) Conduct trainings on information disclosure: conducting trainings oninformation disclosure regulations for directors, supervisors and senior management,information disclosure staff, as well as personnel from relevant departments andsubsidiaries that may be involved in information disclosure matters, to ensure that theundertakers of disclosure obligations are aware of the regulatory requirements and tosafeguard the Company's compliance with such requirements. 6. The Company should formulate annual investor communication plan andactively carry out investor relationship management through multiple channels,platforms and methods, including but not limited to: (1) holding online roadshows regularly with senior leadership (e.g. the Presidentand CEO, the CFO and Secretary of the Board of Directors), to share with investors theCompany’s operating progress and the implementation effectiveness of the FightForward Plan in a timely manner; (2) Frequently communicating information about the Company, addressinginvestor concerns and questions through roadshows, investor briefings and analystmeetings; (3) Updating information regarding the Company’s operations in a timely mannerthrough the official website, social media and other channels in the form of videos,graphics and other readable forms; maintaining the investor relations section of theCompany’s website; (4) Regularly collecting and analyzing market opinions on the Company’s investment value and expectations on the Company’s operation, and providingfeedback to the Board of Directors and management team; (5) Strengthening the monitoring and analysis of public news, paying closeattention to media reports and market rumors, and reporting to the Board of Directorsin a timely manner if it is found that any of those mentioned above may have asignificant impact on the decision-making of investors or the trading price of the shares.(VI) EvaluationThe Company will conduct a detailed assessment of the implementation of theValuation Enhancement Plan at least once a year to check the plan’s effectivenessagainst the expected targets. If there is any failure of achieving the expected results, thereasons will be analyzed and adjustments will be made in a timely manner, which willbe announced to the public after consideration and approval by the Board of Directors.In an accounting year where the Company triggers the situation that the closing priceof its shares on each trading day is below its equity per share for 12 months, and if thedaily average price-to-book ratio is lower than the industry average, the Company willprovide a special explanation on the implementation of the Valuation Enhancement Planduring the future annual online roadshows. III. Opinions of the Board of Directors On 12 th March, 2025, the 10 thmeeting of the Tenth Session of the Board ofDirectors of the Company considered and approved the Valuation Enhancement Plan.The Board of Directors is of the opinion that, The Company is focusing on implementation of the three-year “Fight Forward”transformation plan, which is aimed at enhancing its business quality so as to sustainably increase the Company’s investment value and shareholders’ return. Basedon the same purpose to improve the quality of the Company, this Plan has proposedreasonable and feasible market value management measures, including improvinginvestor relationship management, enhancing the quality and transparency ofinformation disclosure and, if necessary, actively taking measures such as sharerepurchase and dividend distribution, to boost investor confidence, which is conduciveto the enhancement of the investment value and the increase of investor returns. IV. Risk ReminderThis plan does not represent the Company's commitment to its share price, marketvalue and future performance, etc. The implementation results of this Plan may faceuncertainty due to influence of the macroeconomic environment, sector trends, changesin the capital market and the Company's operating conditions as well as other factors.Investors are kindly reminded of the investment risks.It is hereby announced. Board of Directors of ADAMA Ltd. March 14 th, 2025
附件： ↘公告原文阅读

Stock Code: 000553(200553) Stock Abbreviation: ADAMA A (B) NO. 2025-13

Valuation Enhancement Plan of ADAMA Ltd.

In order to enhance the Company's investment value, improve investor returns,and safeguard the legitimate rights and interests of investors, ADAMA Ltd. (hereinafterreferred to as the "Company") actively responds to regulatory requirements, andformulated the Valuation Enhancement Plan based on the Company's situation.I. Context and Consideration ProceduresFrom January 1

st to December 31

st, 2024, the closing price of the Company’sshares on each trading day had been lower than the audited net asset per share for themost recent fiscal year on that day as what had been disclosed by 31

December 2024,as detailed,

From 1

st January 2024 to 26

thMarch 2024, the closing price of ADAMA A wasbetween RMB5.3 per share and RMB7.01 per share, which was lower than RMB9.93per share, the Company's audited net asset per share for the year of 2022. From 27

March 2024 to 31

stDecember 2024, the closing price of ADAMA A was betweenRMB4.16 per share and RMB8.7 per share, which was lower than RMB9.41 per share,the Company's audited net asset per share for the year of 2023. It triggers the situationthat a valuation enhancement plan should be developed as required by the Guidelines

for Listed Companies No. 10 - Market Value Management. 2. On 12

th March, 2025, the 10

thmeeting of the Tenth Session of the Board ofDirectors of the Company considered and approved the “Proposal on Formulating theValuation Enhancement Plan”. Of the six board members of the Company, there were6 votes in favor, 0 vote against and 0 abstention.II. Contents of the Valuation Enhancement Plan(I) Overview of the PlanIn order to strengthen the market value management, enhance the Company'sinvestment value, increase returns of investors and safeguard their interests, theValuation Enhancement Plan (hereinafter referred to as the “Plan”) was formulated inaccordance with the Company Law of the People's Republic of China, the SecuritiesLaw of the People's Republic of China, the Guidelines for Listed Companies No. 10 -Market Value Management, the Rules Governing Listing of Stocks on Shenzhen StockExchange, other laws and regulations, regulatory documents and the Articles ofAssociation.

(II) ObjectivesThe Plan aims at enhancing the quality of the Company and improving itsoperational efficiency and profitability first and foremost through a series of specificand feasible measures, and on this basis, improving investor relations management,enhancing the quality and transparency of information disclosure, and promoting theCompany's market value through share repurchase and cash dividend payment basedon actual situation, to strengthen the confidence of investors and add up their returns.

(III) Organizational Structure and PersonnelThe implementation of the Plan shall be supervised under the leadership of the

Board of Directors, led by the management executives, coordinated and monitored bythe Board Secretary and the Global Head of Investor Relations in the ordinary course.The Department of Securities and Legal Affairs, as the execution body, is responsiblefor carrying out the routine work related to the capital market, monitoring stock price,urging relevant departments to implement the tasks in the Plan, regularly tracking theprogress, organizing evaluation of the Plan, and proposing specific improvementmeasures for the management and the Board of Directors to consider and approve whennecessary.

(IV) Specific measures

1. Accelerate the implementation of the “Fight Forward” transformation plan toimprove operational efficiency and profitabilityIn early 2024, ADAMA launched “Fight Forward”, a strategic transformation planaimed at gradually delivering improved profit and cash targets over a three-year period(2024-2026). This plan has three main pillars:

(1) Optimize financial management: With a focus on improving the company’sfinancial fitness in both the short and long term through cost reduction, as well ascommercial and manufacturing excellence;

(2) Streamline ADAMA’s operating model: Focus on key geographies withimproved resource allocation to the most profitable regions and centralize globalfunctions to leverage expertise in order to enable the Company’s commercial unitresources to primarily focus on customer needs to maximize ROI for all stakeholders;

(3) Focus on the Value Innovation segment, where value is provided by using off-patent Active Ingredients (“AIs”) enhanced by innovations in proprietary formulationsand strengthened pipelines, to address farmers’ needs, improve their efficiency and help

farmers improve their return on investment.After one year of implementation throughout the Company, the transformationplan has shown early impacts, including significant improvement of operating and freecash flow for the full year of 2024, high gross profits and margin despite lower sales,as well as higher EBITDA margin. In 2025, the Company will acceleration delivery ofthe transformation plan, including,

(1) Continue to improve business quality: to improve the sales mix toward high-margin products and phase out certain products of low profitability;

(2) Further reduce costs and expenses: to further improve costs through utilizingthe current situation of low AI market prices and excellent procurement management,logistics etc. and continue to exercise strict OPEX control, including measures toimprove efficiency;

(3) Empower commercial engine by excelling in key account management,improved pricing mechanism and new product launches;

(4) Enhance operations by accelerating transformation through asset layoutoptimization, process improvements, sustainable practices, and global logisticsoptimization.

2. In conjunction with the Company's strategic focus on winning “ValueInnovation” customer segment, evaluate and categorize regional markets, businesses,products and facilities, and on this basis gradually phase out some low-margin products,shift resources to prioritize higher potential markets and make necessary assetadjustments as needed to improve asset quality and resource allocation. When theCompany restores its financial health, it will explore the opportunity of external growthto complement organic growth, thereby strengthening the core competitiveness of its

crop protection business and enhancing the quality and value of the Company.

3. The Company should give full consideration to the return to investors. Whenthe conditions for dividend distribution are fulfilled, the Company will returnshareholders with sustainable and reasonable cash dividend distribution, and based onthe Company's profit size, cash flow and capital demand in a specific period, make mid-year dividend distribution as appropriate. If the total cash dividends paid by theCompany for a year is less than 30% of the net profit for that year when theundistributed profit at the end of the year in the Company's consolidated balance sheetand the parent company's balance sheet are positive and the net income for thatreporting period is positive, the Company should fulfil its information disclosureobligations in accordance with the regulatory requirements for listed companies.

4. The Company will closely track its share price. In the event that its market valuecontinues staggering and obviously deviates from its financial performance and sectorvaluation, the Company may, based on its business and investment needs and theenvironment of the capital market, and subject to the approval of the Company'srelevant authorized bodies, carry out share repurchase according to the law to enhanceinvestor confidence. In principle, the Company will use its own or self-raised funds toimplement the repurchase, and the repurchased shares is expected to be cancelled inaccordance with the law to reduce the registered capital accordingly.

5. The Company should continuously improve information disclosure, including:

(1) Further improve the information disclosure system oriented to the needs ofinvestors: improving the Company's information disclosure management system in atimely manner in accordance with updated policy requirements of CSRC and the SZSEto ensure continued compliance with the latest laws and regulations and the rules of the

Exchange;

(2) Maintain the mechanism for the regular exchanges of the informationdisclosure department to guarantee timely and fair disclosure of information or mattersthat may have a material impact on its share price or investor decisions, and to enhancethe transparency of the Company. Finance, legal and information disclosuredepartments should regularly exchange information on the topics of material mattersthat may activate interim information disclosure obligations, to ensure that theconsideration procedures do not affect the progress of business operations, and that therelevant announcements are disclosed in a timely manner. Time schedule forpreparation of periodic reports should be prepared to ensure that information can bereleased to the public on time and accurately;

(3) Continuously optimize the contents of disclosed information to ensure that theinformation disclosed is true, accurate and complete, and to improve the readability ofannouncements by using concise and easy-understanding language, charts and otherforms to help investors better learn about the Company;

(4) Make necessary voluntary disclosures: In addition to mandatory informationdisclosure, the Company may voluntarily disclose information relevant to investors’judgements and investment decisions, including appendix to periodic reports(Management’s Discussion and Analysis), to help investors understand the company'sstrategic planning, analysis of the market environment, and other information that canhelp investors comprehend the Company's value;

(5) Enhance the disclosure of social responsibility and ESG information: prepareand proactively disclose information on the Company’s environmental protection,social responsibility and corporate governance in accordance with applicable domestic

and international ESG guidelines, and demonstrate the Company’s efforts andachievements in sustainable development. The Company may actively participate inESG rating as appropriate;

(6) Conduct trainings on information disclosure: conducting trainings oninformation disclosure regulations for directors, supervisors and senior management,information disclosure staff, as well as personnel from relevant departments andsubsidiaries that may be involved in information disclosure matters, to ensure that theundertakers of disclosure obligations are aware of the regulatory requirements and tosafeguard the Company's compliance with such requirements.

6. The Company should formulate annual investor communication plan andactively carry out investor relationship management through multiple channels,platforms and methods, including but not limited to:

(1) holding online roadshows regularly with senior leadership (e.g. the Presidentand CEO, the CFO and Secretary of the Board of Directors), to share with investors theCompany’s operating progress and the implementation effectiveness of the FightForward Plan in a timely manner;

(2) Frequently communicating information about the Company, addressinginvestor concerns and questions through roadshows, investor briefings and analystmeetings;

(3) Updating information regarding the Company’s operations in a timely mannerthrough the official website, social media and other channels in the form of videos,graphics and other readable forms; maintaining the investor relations section of theCompany’s website;

(4) Regularly collecting and analyzing market opinions on the Company’s

investment value and expectations on the Company’s operation, and providingfeedback to the Board of Directors and management team;

(5) Strengthening the monitoring and analysis of public news, paying closeattention to media reports and market rumors, and reporting to the Board of Directorsin a timely manner if it is found that any of those mentioned above may have asignificant impact on the decision-making of investors or the trading price of the shares.(VI) EvaluationThe Company will conduct a detailed assessment of the implementation of theValuation Enhancement Plan at least once a year to check the plan’s effectivenessagainst the expected targets. If there is any failure of achieving the expected results, thereasons will be analyzed and adjustments will be made in a timely manner, which willbe announced to the public after consideration and approval by the Board of Directors.In an accounting year where the Company triggers the situation that the closing priceof its shares on each trading day is below its equity per share for 12 months, and if thedaily average price-to-book ratio is lower than the industry average, the Company willprovide a special explanation on the implementation of the Valuation Enhancement Planduring the future annual online roadshows.

III. Opinions of the Board of Directors

On 12

March, 2025, the 10

thmeeting of the Tenth Session of the Board ofDirectors of the Company considered and approved the Valuation Enhancement Plan.The Board of Directors is of the opinion that,

The Company is focusing on implementation of the three-year “Fight Forward”transformation plan, which is aimed at enhancing its business quality so as to

sustainably increase the Company’s investment value and shareholders’ return. Basedon the same purpose to improve the quality of the Company, this Plan has proposedreasonable and feasible market value management measures, including improvinginvestor relationship management, enhancing the quality and transparency ofinformation disclosure and, if necessary, actively taking measures such as sharerepurchase and dividend distribution, to boost investor confidence, which is conduciveto the enhancement of the investment value and the increase of investor returns.

IV. Risk ReminderThis plan does not represent the Company's commitment to its share price, marketvalue and future performance, etc. The implementation results of this Plan may faceuncertainty due to influence of the macroeconomic environment, sector trends, changesin the capital market and the Company's operating conditions as well as other factors.Investors are kindly reminded of the investment risks.It is hereby announced.

Board of Directors of ADAMA Ltd.

March 14

th, 2025

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安道麦A(000553)_公司公告_安道麦B：估值提升计划(英文版)