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1、ADAMA Ltd. Annual Report 2018 1 ADAMA LTD. ANNUAL REPORT 2018 ADAMA Ltd. is one of the worlds leading crop protection companies. We strive to Create Simplicity in Agriculture - offering farmers effective products and services that simplify their lives and help them grow. With one of the most compreh
2、ensive and diversified portfolios of differentiated, quality products, our 6,600 strong team reaches farmers in over 100 countries, providing them with solutions to control weeds, insects and disease, and improve their yields. Please see important additional information and further details included
3、in the Annex. March 2019 ADAMA Ltd. Annual Report 2018 2 Section I Important Notice, Table of Contents and Definitions The Companys Board of Directors, Board of Supervisors, directors, supervisors and senior managers confirm that the content of the Report is true, accurate and complete and contains
4、no false statement, misleading presentation or material omissions, and assume joint and several legal liability arising therefrom. Chen Lichtenstein, the person leading the Company as well as its legal representative, and Aviram Lahav, the person leading the accounting function (Chief Financial Offi
5、cer), hereby assert and confirm the truthfulness, accuracy and completeness of the Financial Report. All of the Companys directors attended the board meeting for the review of this Report. The forward looking information described in the Report, such as future plans, development strategy etc., does
6、not constitute, in any manner whatsoever, a substantial commitment of the Company to investors. Investors and other relevant people are cautioned to be sufficiently mindful of investment risks as well as the difference between plans, forecasts and commitments. The Company has described its future de
7、velopment strategies, work plan for 2019 and possible risks in “IX. Outlook of future development of the Company” in Section IV. The pre-plan of the dividend distribution approved by the meeting of the Board of Directors on March 19, 2019 refers to the total outstanding 2,446,553,582 shares of the C
8、ompany as of February 28, 2019 as the basis for the distribution of RMB 0.97 (including tax) as cash dividend per 10 shares, to all the shareholders of the Company. No shares will be distributed as share dividend, as well as no reserve will be transferred to equity capital. This Report and its abstr
9、act have been prepared in both Chinese and English. Should there be any discrepancies between the two versions, the Chinese version shall prevail. ADAMA Ltd. Annual Report 2018 3 Table of Contents Section I Important Notice, Table of Contents and Definitions . 2 Section II Corporate Profile and Fina
10、ncial Results . 5 Section III Business Profile . 9 Section IV Performance Discussion and Analysis . 13 Section V Significant Events . 44 Section VI Change in Shares & Shareholders . 64 Section VII Preferred Stock . 73 Section VIII Directors, Members of the Supervisory Board, Senior management Staff
11、& Emloyees . 74 Section IX Corporate Governance . 83 Section X Corporate Bonds . 89 Section XI Financial Report . 90 Section XII Documents Available for Reference . 220 ADAMA Ltd. Annual Report 2018 4 Definitions Unless otherwise specified, the following terms in the Report shall have the meaning sh
12、own below: General Terms Definition Company, the Company ADAMA Ltd. Solutions Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, incorporated in Israel according to its laws Board of Directors/Board The Board of Directors of the Company Board of Supervisors The Board of Sup
13、ervisors of the Company Articles of Association / AOA The Articles of Association of the Company Group, the Group The Company and its subsidiaries ChemChina China National Chemical Co., Ltd. CNAC China National Agrochemical Co., Ltd., the controlling shareholder of the Company, a wholly-owned subsid
14、iary of ChemChina CSRC China Securities Regulatory Commission GTJA Guotai Junan Securities Co., Ltd. SZSE Shenzhen Stock Exchange SASAC State Assets Supervision and Administration Commission of China Report This 2018 Annual Report Financial Report The Financial Reports for the year 2018, as containe
15、d in this Report Reporting period, this period, current year Year 2018 The Combination Transaction, the Major Assets Restructuring In July 2017, the Company acquired 100% of the shares of Solutions from CNAC in exchange for the issuance and allotment of 1,810,883,039 new A-shares of the Company to C
16、NAC. In addition, the Company issued 104,697,982 new A-shares to selected investors in an A-Share Private Placement conducted as Supporting Finance for the transaction. Company Law Company Law of the Peoples Republic of China Securities Law Securities Law of the Peoples Republic of China Listing Rul
17、es Listing Rules of the SZSE ADAMA Ltd. Annual Report 2018 5 Section II Corporate Profile and Financial Results I. Corporate information Stock name ADAMA A, ADAMA B Stock code 000553, 200553 Stock exchange Shenzhen Stock Exchange Company name in Chinese 安道麦股份有限公司 Abbr. 安道麦 Company name in English (i
18、f any) ADAMA Ltd. Abbr. (if any) ADAMA Legal representative Chen Lichtenstein Registered address No. 93, East Beijing Road, Jingzhou, Hubei Zip code 434001 Office address No. 93, East Beijing Road, Jingzhou, Hubei Zip code 434001 Company website Email II. Contact information Board Secretary Securiti
19、es Affairs Representative Name Li Zhongxi Liang Jiqin Address No. 93, East Beijing Road, Jingzhou, Hubei No. 93, East Beijing Road, Jingzhou, Hubei Tel. 0716-8208632 0716-8208232 Fax 0716-8321099 0716-8321099 E-mail Investors can also contact Wang Zhujun, the Companys investor relations manager, on
20、telephone number 010-56718110. III. Information disclosure and place where this Report is kept Newspapers designated by the Company for information disclosure China Securities Journal, Securities Times and Ta Kung Pao Website designated by the CSRC for the publication of this Report http:/ Place whe
21、re this Report is kept Securities office of the Company ADAMA Ltd. Annual Report 2018 6 IV. Company registration and alteration Credibility code 91420000706962287Q Changes in main business activities of the Company after going public (if any) No change Changes of controlling shareholder (if any) No
22、change V. Other information Accounting Firm hired by the Company Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Office address 30/F, Bund Center, 222 Yan An Road East, Shanghai PRC Signing Certified Public Accountant Xu Yusun, Ma, Renjie Sponsor engaged by the Company to continuously
23、 perform its supervisory function during this Reporting Period Applicable Not applicable Financial advisor engaged by the Company to continuously perform its supervisory function during this Reporting Period Applicable Not applicable Name of Financial Advisor Address Names of the Sponsors Period for
24、 the Continuous Supervision GTJA No. 618 of Shangcheng Road, Free Trade Area, Shanghai, China Zhu Wenchuan, Tang Weijie From Aug 2, 2017 to Dec 31, 2019 VI. Main Accounting and financial results Whether the Company performed any retroactive adjustments to or restatement of its accounting data Yes No
25、 2018 2017 +/- (%) 2016 Operating revenue (RMB000) 25,615,119 23,819,568 7.54% 22,070,405 Net profit attributable to shareholders of the Company (RMB000) 2,402,462 1,545,879 55.41% 369,076 Net profit attributable to shareholders of the Company excluding extraordinary profit and loss (RMB000) 859,448
26、 382,275 124.82% -92,340 Net cash flows from operating activities (RMB000) 2,002,139 3,958,389 -49.42% 4,237,145 Basic EPS (RMB/share) 0.9820 0.6601 48.77% 0.2200 Diluted EPS (RMB/share) N/A N/A N/A N/A Weighted average return on equity 11.68% 9.05% 2.63% 2.97% 31.12.2018 31.12.2017 +/- (%) 31.12.20
27、16 Total assets (RMB000) 42,812,505 39,613,922 8.07% 36,492,512 Net assets attributable to shareholders of the Company (RMB000) 22,280,126 18,778,013 18.65% 16,917,794 ADAMA Ltd. Annual Report 2018 7 Are there any corporate bonds? Yes No VII. Differences in accounting data under domestic and foreign
28、 accounting standards 1. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese and international accounting standards Applicable Not applicable No such differences for this Reporting Period. 2. Differences in the net profit and the net assets disc
29、losed in the financial reports prepared under Chinese and foreign accounting standards Applicable Not applicable No such differences for this Reporting Period. 3. Explanation on the differences in accounting data Applicable Not applicable VIII. Main Financial results by quarter Unit: RMB000 Q1 2018
30、Q2 2018 Q3 2018 Q4 2018 Operating revenue 6,499,510 6,526,748 5,928,627 6,660,234 Net profit attributable to shareholders of the Company 2,032,027 330,754 179,661 -139,980 Net profit attributable to shareholders of the Company after deduction of nonrecurring profits and losses 466,066 324,230 175,71
31、8 -106,566 Net cash flows from operating activities -215,819 995,337 675,039 547,582 Whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports Yes No ADAMA Ltd. Annual Report 2018 8 IX
32、. Non-Recurring profit/loss Applicable Not applicable Unit: RMB000 Item 2018 2017 2016 Note Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions) 1,959,005 -3,000 17,682 2018 amount is mainly from divestment in Europe, related to the Syngenta T
33、ransaction. Government grants charged to the profit/loss for this Reporting Period (except for the government grants closely related to the business of the Company and given at a fixed quota or amount in accordance with the States uniform standards) 21,089 14,628 5,418 Profit or loss of subsidiaries
34、 generated before combination date of a business combination involving enterprises under common control - 1,147,797 829,068 Profit or loss arising from contingencies other than those related to normal operating business - -15,671 - Recovery or reversal of provision for bad debts which is assessed in
35、dividually during the years 17,303 22,204 - Profit or loss on changes in the fair value of held-for-trading financial assets and held-for-trading financial liabilities and investment income on disposal of held-for-trading financial assets, held-for-trading financial liabilities and available-for-sal
36、e financial assets, other than those used in the effective hedging activities relating to normal operating business N/A - 19 Other non-operating income and expenses other than the above -11,719 4,036 348 Less: Income tax effects 442,664 6,390 5,616 NCI (after tax) - - 385,503 Total 1,543,014 1,163,6
37、04 461,416 Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public-Non-Recurring Profit and Loss, and reclassified any non-recurring
38、profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss Applicable Not applicable No such cases in the Reporting Period. ADAMA Ltd. Annual Report 2018 9 Section III Business Profile I. Main business of the Company during Reporting Period Does the Company ne
39、ed to abide by the disclosure requirement in special industry? No The Company is a corporation incorporated in the Peoples Republic of China. The Group engages in the development, manufacturing and commercialization of crop protection products, that are largely off-patent, and is one of the leading
40、companies in the world in this field. The Group provides solutions to farmers in approximately 100 countries, through approximately 60 subsidiary companies throughout the world. In 2018, the Group was the worlds leading company in off-patent crop protection solutions (by sales), and is ranked sixth
41、in the world among companies engaged in the field of crop protection. The Groups business model integrates end-customer access, regulatory expertise, global R&D and production capabilities, thereby providing the Group a significant competitive edge and allowing it to launch new and differentiated pr
42、oducts that address farmers needs in key markets. In December 2018, the final milestone in the Combination Transaction was achieved with the name of the Company being changed to ADAMA Ltd. demonstrating their coming together under ADAMA as a single global brand, reflecting the Groups farmer-centric
43、focus and its commitment to advancing agriculture in markets around the world. The Company continues to advance collaboration opportunities with other ChemChina group entities, as well as other entities in China, to make the most of its positioning. ADAMA has been working together with Syngenta and
44、other key agriculture-related businesses in China, to identify opportunities for closer collaboration. In this context, the companies are exploring various initiatives, including the potential provision of reciprocal access to certain products in specific territories, as well as exploiting opportuni
45、ties aimed at optimizing the utilization of the companies operational facilities. The Groups primary operations are focused on Europe, North America, Latin America, Asia-Pacific and India, the Middle-East and Africa, and in total, the Group sells its products in approximately 100 countries across th
46、e globe. The Group is focused on the development, manufacturing and commercialization of largely off-patent crop protection products, which are generally herbicides, insecticides and fungicides, which protect agricultural and other crops against weeds, insects and disease, respectively. The Group al
47、so utilizes its expertise to adapt such products also for the development, manufacturing and commercialization of similar products for non-agricultural purposes (Consumer and Professional Solutions). In addition, the Group leverages its core capabilities in the agricultural and chemical fields and o
48、perates in several other non-agricultural areas, none of which, individually, is material for the Group. These activities include primarily, (a) the manufacturing and marketing of dietary supplements, food colors, texture and flavor enhancers, and food fortification ingredients; (b) fragrance produc
49、ts for the perfume, cosmetics, body care and detergents industries; (c) the manufacturing of industrial products and (d) other non-material activities. Trends, events and key developments in the Groups macro-economic environment may have a material impact on its business results and development. The
50、 effects of these factors may differ depending on the geographic region and the different products of the Group. Since the Group maintains a broad product portfolio and since it is active in many geographic regions, the aggregate effect of these factors in any given year, and the course thereof, is