元 律师事务 的 北京市天元律师事务所 关于安道麦股份有限公司 2025 年第二次临时股东大会的法律意见 京天股字(2025)第 703 号 致:安道麦股份有限公司 安道麦股份有限公司(以下简称"公司")2025 年第二次临时股东大会(以下简 称"本次股东大会")采取现场投票与网络投票相结合的方式召开,其中现场会议于 2025 年 11 月 14 目在北京市朝阳区朝阳公园南路 10 号院 7 号楼 6 层召开。北京市 天元律师事务所(以下简称"本所")接受公司聘任,指派本所律师参加本次股东大 会现场会议,并根据《中华人民共和国公司法》《中华人民共和国证券法》(以下简 称"《证券法》")《上市公司股东会规则》(以下简称"《股东会规则》")以及《安 道麦股份有限公司章程》(以下简称"《公司章程》")等有关规定,就本次股东大会 的召集、召开程序、出席现场会议人员的资格、召集人资格、会议表决程序及表决 结果等事项出具本法律意见。 为出具本法律意见,本所律师审查了《安道麦股份有限公司第十届董事会第十 五次会议决议公告》《安道麦股份有限公司第十届监事会第七次会议决议公告》《安 道麦股份有限公司关于召开 2025 年第二次 ...

Group 1: Market Environment and Pricing Trends - The overall price turning point for pesticides has not yet been observed, with supply exceeding demand still a concern [2] - Some pesticide raw material prices, such as glyphosate, have seen slight increases, but these are not indicative of a sustained upward trend [2] - The pesticide raw material price index has started to recover, particularly for herbicides, but the majority of products remain at historically low prices [2] Group 2: Financial Performance and Management - Financial expenses increased by approximately 5% year-on-year in the first nine months of 2025, primarily due to interest payments on bonds and bank loans [3] - A one-time gain of $34 million from the revaluation of put options granted to minority shareholders in 2024 affected financial expenses [3] - The company generated positive cash flow in 2024 and 2025, which helped reduce debt and optimize financial expenses [3] Group 3: Operational Efficiency and Cost Management - The company has seen improvements in gross margin and profit data, although operating cash flow decreased by 3% [3] - Increased procurement to capture market recovery opportunities has impacted operating cash flow, despite maintaining positive cash flow [3] - The company is focused on continuous cost reduction and operational efficiency improvements as part of its "Advancement" transformation plan [4] Group 4: Strategic Responses to Market Conditions - The company supports the Chinese government's "anti-involution" policies, which aim to address oversupply issues in the agricultural protection industry [4] - The "Advancement" transformation plan is designed to enhance competitiveness and prepare for future growth opportunities in the agricultural protection market [4] - The company has implemented measures to optimize asset operations and will continue to assess asset performance against market standards [4] Group 5: Sales and Revenue Outlook - Sales volume increased by 3% year-on-year in the first nine months, but prices decreased by 3% [5] - The company is focused on rebuilding profitability and is preparing for future growth as market conditions improve [5] - Credit risk losses were recognized due to liquidity issues among local distributors in Brazil, prompting stricter approval processes for credit [5] Group 6: Inventory Management - Most regions have returned to pre-2020 inventory levels, but high inventory levels still affect sales in areas like Argentina and Paraguay [6] - The company does not anticipate a rapid replenishment cycle, as channel behavior has shifted towards just-in-time purchasing [7] - Inventory challenges from 2024 have been resolved, indicating a healthy adjustment in procurement practices among global channel customers [7]

Financial Performance - Q3 2025 - Sales increased by 2.4% to $853 million compared to Q3 2024[12, 14] - Gross profit rose by 18% to $242 million, with gross margin improving to 28.3% from 24.6%[12, 14] - EBITDA surged by 59% to $97 million, with EBITDA margin increasing to 11.3% from 7.3%[12, 14] - Net loss improved by 69% from -$73 million to -$23 million[12] Financial Performance - 9M 2025 - Sales remained stable at $2,698 million, a decrease of 0.8% compared to 9M 2024[15, 17] - Gross profit increased by 11% to $788 million, with gross margin improving to 29.2% from 26.1%[15, 17] - EBITDA increased by 29% to $341 million, with EBITDA margin improving to 12.6% from 9.7%[15, 17] - Net loss significantly improved from -$142 million to approximately $0 million[15, 17] Regional Performance - 9M 2025 - North America experienced a sales growth of 16% at CER[19] - APAC experienced a sales decline of 14% at CER[19]

Core Viewpoint - The A-share market shows a slight decline with the Shanghai Composite Index closing at 3997.56 points, down 0.25%, while the total trading volume reached 20202.05 billion yuan, indicating a mixed performance among stocks breaking through the annual line [1] Group 1: Stock Performance - A total of 52 A-shares have surpassed the annual line today, with notable stocks including Luzhou Laojiao, Qiaoyuan Co., and Jiachuan Vision, which have deviation rates of 6.56%, 5.10%, and 4.86% respectively [1] - Stocks with smaller deviation rates that have just crossed the annual line include Lubnorth Chemical, Phoenix Optical, and Wuzhou Special Paper [1] Group 2: Individual Stock Data - Luzhou Laojiao (000912) saw a price increase of 9.93% with a turnover rate of 2.87%, closing at 4.87 yuan, resulting in a deviation rate of 6.56% [1] - Qiaoyuan Co. (301286) increased by 14.19% with a turnover rate of 9.67%, closing at 30.66 yuan, with a deviation rate of 5.10% [1] - Jiachuan Vision (300264) rose by 5.38% with a turnover rate of 10.65%, closing at 6.27 yuan, leading to a deviation rate of 4.86% [1]

Core Viewpoint - The stock of Andermatt A has shown a slight increase in price and trading activity, indicating a stable market presence despite recent fluctuations in revenue and profit margins [1][2]. Financial Performance - For the period from January to September 2025, Andermatt A achieved a revenue of 21.678 billion yuan, reflecting a year-on-year growth of 0.72% [2]. - The company reported a net profit attributable to shareholders of -423 million yuan, which represents a significant year-on-year increase of 77% [2]. Stock Market Activity - As of November 7, Andermatt A's stock price rose by 2.13% to 6.70 yuan per share, with a total market capitalization of 15.610 billion yuan [1]. - The stock has experienced a year-to-date increase of 0.30%, a 5-day increase of 4.36%, a 20-day increase of 2.29%, and a 60-day decrease of 2.76% [1]. Shareholder Information - As of September 30, the number of shareholders for Andermatt A decreased by 3.69% to 36,200 [2]. - The average number of circulating shares per shareholder increased by 4.37% to 87,654 shares [2]. Dividend Distribution - Since its listing, Andermatt A has distributed a total of 9.64 billion yuan in dividends, with 62.905 million yuan distributed over the past three years [3]. Major Shareholders - As of September 30, 2025, Hong Kong Central Clearing Limited is the fourth largest circulating shareholder, holding 14.4147 million shares, a decrease of 3.8769 million shares from the previous period [3].

Company Overview - AnDuoMai A's stock price decreased by 2.00% on November 5, trading at 6.36 CNY per share with a total market capitalization of 14.818 billion CNY [1] - The company has experienced a year-to-date stock price decline of 4.79%, with a 5-day drop of 2.75%, a 20-day drop of 2.15%, and a 60-day drop of 7.96% [1] - AnDuoMai Co., Ltd. is located in Jingzhou, Hubei Province, established on March 27, 1998, and listed on December 3, 1993 [1] Business Segments - The company's main business involves the research, production, and sales of pesticide raw materials and intermediates [1] - Revenue composition includes herbicides (43.89%), insecticides (26.05%), fungicides (20.96%), and fine chemical products (non-agricultural) (9.10%) [1] - AnDuoMai A is categorized under the basic chemicals - agrochemical products - pesticides industry [1] Financial Performance - For the period from January to September 2025, AnDuoMai A reported operating revenue of 21.678 billion CNY, a year-on-year increase of 0.72% [1] - The net profit attributable to the parent company was -423 million CNY, showing a year-on-year increase of 77.00% [1] Shareholder Information - As of September 30, 2025, the number of shareholders for AnDuoMai A was 36,200, a decrease of 3.69% from the previous period [1] - The average number of circulating shares per shareholder was 87,654, an increase of 4.37% from the previous period [1] - The top ten circulating shareholders include Hong Kong Central Clearing Limited, holding 14.4147 million shares, which is a decrease of 3.8769 million shares from the previous period [2] Dividend Information - AnDuoMai A has cumulatively distributed 9.64 billion CNY in dividends since its listing, with 62.9049 million CNY distributed over the past three years [2]

Core Viewpoint - As of October 31, 2025, the number of A-share shareholders for the company is projected to be 25,247 households [2] Company Summary - The company provided an update on its A-share shareholder count during an interaction with investors on November 4 [2]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected investment return that will outperform the market benchmark by over 15% in the next 6-12 months [6][14]. Core Views - The company reported a revenue of 21.678 billion yuan for the first three quarters of 2025, a year-on-year increase of 0.72%. The net profit attributable to shareholders was a loss of 423 million yuan, narrowing by 77% year-on-year [1]. - The agricultural chemical industry is experiencing a recovery, with the company expected to benefit from this trend due to its leading position in the global crop protection sector [3]. - The report projects a gradual improvement in profitability, with net profits expected to be -512 million yuan in 2025, followed by positive profits in 2026 and 2027 [3]. Summary by Sections Financial Performance - For Q3 2025, the company achieved a revenue of 6.654 billion yuan, a year-on-year increase of 0.62%, but a quarter-on-quarter decrease of 15.25%. The net profit attributable to shareholders was a loss of 342 million yuan, narrowing by 63.69% year-on-year but widening by 47.94% quarter-on-quarter [1]. - The gross margin improved by 4.0 percentage points to 26.2% in the first three quarters of 2025, driven by operational efficiency and reduced inventory costs [2]. Industry Outlook - The agricultural chemical industry is seeing a recovery in demand, with channel inventories returning to pre-2020 levels. The domestic pesticide raw material price index increased by 1.7% in Q3 2025 [3]. - The company is well-positioned to benefit from the recovery in agricultural chemical prices, with certain product prices stabilizing after previous declines [3]. Profitability Forecast - The report revises the profit forecast for 2025-2027, expecting net profits of -512 million yuan, 396 million yuan, and 703 million yuan respectively, reflecting a significant improvement in profitability over the forecast period [3][5].

Core Viewpoint - AnDuoMai A is a leading global non-patent pesticide company, focusing on the research, production, and sales of pesticide active ingredients and intermediates, with a rich product line and global market presence [1] Group 1: Business Performance - In Q3 2025, AnDuoMai A achieved a revenue of 21.678 billion yuan, ranking first among 32 companies in the industry, significantly surpassing the second-ranked Xin'an Chemical's 11.699 billion yuan [2] - The company's net profit for the same period was -0.423 billion yuan, placing it last in the industry, while the top performer, Yangnong Chemical, reported a net profit of 1.056 billion yuan [2] Group 2: Financial Ratios - As of Q3 2025, AnDuoMai A's debt-to-asset ratio was 63.04%, higher than the industry average of 46.06% [3] - The gross profit margin for the same period was 26.17%, exceeding the industry average of 21.70% [3] Group 3: Leadership and Shareholder Information - The chairman, Qin Hengde, has a rich background, currently serving as the CFO of Syngenta Group and has held various positions in the past [4] - As of September 30, 2025, the number of A-share shareholders decreased by 4.19% to 24,800, while the average number of circulating A-shares held per account increased by 4.37% to 87,700 [5]

Core Viewpoint - The company reported a slight increase in revenue for the first three quarters of 2025, but also faced significant net losses [1] Financial Performance - The company achieved an operating revenue of 21.678 billion yuan, representing a year-on-year increase of 0.72% [1] - The net loss attributable to shareholders was 423 million yuan [1] - The net loss attributable to shareholders, excluding non-recurring gains and losses, was 522 million yuan [1] - The basic loss per share was 0.1815 yuan [1]