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1、Hubei Sanonda Co.,Ltd.Annual Report 2017 1 HUBEI SANONDA CO.,LTD.ANNUAL REPORT2017 Adama Agricultural Solutions Ltd.,one of the worlds leading crop protection companies,and Hubei Sanonda Co.,Ltd.have combined,creating the only integrated,publicly traded Global-China crop protection company.At ADAMA,
2、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 comprehensive and diversified portfolios of differentiated,quality products,our 6,600strong team reaches farmers in over 100 countries,prov
3、iding them with solutions to control weeds,insects and disease,and improve their yields.Please see key additional information and further details included in the Annex.March 2018 Hubei Sanonda Co.,Ltd.Annual Report 2017 2 Section I Important Notice,Table of Contents and Definitions The Companys Boar
4、d of Directors,Board of Supervisors,directors,supervisors and senior managersconfirmthat the content of the Report is true,accurate and complete and contains no false statement,misleading presentation or material omissions,and assume joint and several legal liability arising therefrom.Chen Lichtenst
5、ein,the person in charge of the Company as well as its legal representative,andAviram Lahav,the person in charge of the accounting function(Chief Financial Officer),hereby state and ensure the truthfulness,accuracy and completeness of the Financial Report.All of the Companys directors attended the b
6、oard meeting for the review of this Report.The forward looking information described in the Report,such as future plans,development strategy etc.,does not constitute,in any manner whatsoever,a substantialcommitment of the Companyto investors.Investors and other relevant people shall be sufficiently
7、mindful ofinvestment risks as well as the difference between plans,forecasts and commitments.The Company has described its future development strategies,work plan for 2018 and possible risks in“IX.Outlook of future development of the Company”in Section IV.The pre-plan of the dividend distribution ap
8、proved by the meeting of the Board of Directors is taking the total outstanding 2,446,553,582 shares of the Company dated February 28,2018 as the basis to distribute RMB 0.63(including tax)as cash dividend per 10 shares to all the shareholders.Zero share(including tax)will be distributed as share di
9、vidend,as well as no reserve will be transferred to equity capital.This Annual Report and its abstract have been prepared in both Chinese and English.Should there be any discrepancies between the two versions,the Chinese version prevails.Hubei Sanonda Co.,Ltd.Annual Report 2017 3 Table of Contents S
10、ection I Important Notice,Table of Contents and Definitions.2 Section II Corporate Profile and Financial Results.5 Section III Business Profile.10 Section IV Performance Discussion and Analysis.14 Section V Significant Events.43 Section VI Change in Shares and Shareholders.66 Section VII Preference
11、Shares.75 Section VIII Directors,Supervisors,Executive Officers and Staff.76 Section IX Corporate Governance.86 Section X Corporate Bonds.92 Section XI Financial Report.93 Section XII Documents Available for Reference.242 Hubei Sanonda Co.,Ltd.Annual Report 2017 4 Definitions Unless otherwise specif
12、ied,the following terms in the Report shall have the meaning shown below:General Terms Definition Company,the Company Hubei Sanonda Co.,Ltd.Adama Solutions Adama Agricultural Solutions Ltd.,a wholly-owned subsidiary of the Company,incorporated in Israel according to its laws Board of Directors/Board
13、 The Board of Directors of the Company Board of Supervisors The Board of Supervisors 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.,L
14、td.,the controlling shareholder of the Company,a wholly-owned subsidiary 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 2017 Annual Report Fin
15、ancial Report The Financial Reports for the year 2017 Reporting period,this period,current year Year 2017 The transaction,the major assets restructuring The Company acquired 100%of the shares of Adama Solutions from CNAC in exchange for the issuance and allotment of 1,810,883,039 new A-shares of the
16、 Company to CNAC.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 L
17、isting Rules Listing Rules of the SZSE Hubei Sanonda Co.,Ltd.Annual Report 2017 5 Section II Corporate Profile and Financial Results I Corporate information Stock name Sanonda A,Sanonda B Stock code 000553,200553 Stock exchange Shenzhen Stock Exchange Company name in Chinese 湖北沙隆达股份有限公司 Abbr.沙隆达 Com
18、pany name in English(if any)Hubei Sanonda Co.,Ltd.Abbr.(if any)SANONDA Legal representative Chen Lichtenstein Registered address No.93,Beijing East Road,Jingzhou,Hubei Zip code 434001 Office address No.93,Beijing East Road,Jingzhou,Hubei Zip code 434001 Company website http:/ Email II Contact inform
19、ation Board Secretary Securities Affairs Representative Name Li Zhongxi Liang Jiqin Address No.93,Beijing East Road,Jingzhou,Hubei No.93,Beijing East Road,Jingzhou,Hubei Tel.0716-8208632 0716-8208232 Fax 0716-8321099 0716-8321099 E-mail III Information disclosure and place where this Report is kept
20、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 where this Report is kept Securities Office of the Company Hubei Sanonda Co.,Ltd.Annual Report 2017
21、 6 IV Company registration and alteration Credibility code 91420000706962287Q Changes in main business activities of the Company after going public(if any)No changes Changes of controlling shareholder(if any)The controlling shareholder of the Company changed from Jingzhou Sanonda Holdings Co.,Ltd.to
22、 China National Agrochemical Co.,Ltd.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 Chen Xi,Zhao Yan Sponsor engaged by the C
23、ompany to continuously 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 t
24、he Sponsors Period for the Continuous Supervision GTJA No.618 of Shangcheng Road,Free Trade Area,Shanghai,China Zhu Wenchuan,Tang Weijie From Aug 2,2017 to Dec 31,2018 VI Main Accounting and financial results Indicate by tick mark whether the Company performed any retroactive adjustments to or resta
25、tement of its accounting data due to changes of accounting policies or correction of accounting errors Yes No 2017 2016+/-(%)2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating revenue(RMB000)23,819,568 1,854,733 22,070,405 7.93%2,169,937 21,161,365
26、Net profit attributable to 1,545,879-74,490 369,076 318.85%141,840 409,206 Hubei Sanonda Co.,Ltd.Annual Report 2017 7 2017 2016+/-(%)2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment shareholders of the Company(RMB000)Net profit attributable to shareholders
27、of the Company excluding extraordinary profit and loss(RMB000)382,275-92,340-92,340 NM 137,329 137,329 Net cash flows from operating activities(RMB000)3,958,389 268,365 4,237,145-6.58%276,090 3,980,788 Basic EPS(RMB/share)0.6601-0.1254 0.2200 200.05%0.2388 0.255 Diluted EPS(RMB/share)0.6601-0.1254 0
28、.2200 200.05%0.2388 0.255 Weighted average return on net assets 9.05%-3.63%2.97%298.04%6.90%3.57%31.12.2017 31.12.2016+/-(%)31.12.2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment Total assets(RMB000)39,613,922 2,984,884 36,492,511 8.55%2,977,268 34,946,504
29、Net assets attributable to shareholders of the Company(RMB000)18,778,013 2,005,058 16,917,794 11.00%2,097,382 11,522,703 The reason for the change of accounting policy and the results of correction of accounting errors Please see the relevant contents of VI of Section V of this report.Are there any
30、corporate bonds?Yes No VII Differences in accounting data under domestic and foreign 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
31、for this Reporting Period.2.Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese and foreign accounting standards Applicable Not applicable No such differences for this Reporting Period.Hubei Sanonda Co.,Ltd.Annual Report 2017 8 VIII Main Financi
32、al results by quarter Unit:RMB000 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Operating revenue 6,343,615 6,426,449 5,624,175 5,425,329 Net profit attributable to shareholders of the Company 762,710 554,284 282,520-53,635 Net profit attributable to shareholders of the Company after deduction of nonrecurring pro
33、fits and losses 58,358 108,702 246,907-31,692 Net cash flows from operating activities 37,028 2,212,113 272,400 1,436,848 Indicate by tick mark whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or se
34、mi-annual reports Yes No IX Non-Recurring profit/loss Applicable Not applicable Unit:RMB000 Item 2017 2016 2015 Note Gains/losses on the disposal of non-current assets(including the offset part of asset impairment provisions)-3,000 17,682 32 Government grants charged to the profit/loss for this Repo
35、rting 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)14,628 5,418 5,585 Profit or loss of subsidiaries generated before combination date of a business combination involving en
36、terprises under common control 1,147,797 829,068 443,651 Profit or loss arising from contingencies other than those related to normal operating business-15,671-Recovery or reversal of provision for bad 22,204-Hubei Sanonda Co.,Ltd.Annual Report 2017 9 Item 2017 2016 2015 Note debts which is assessed
37、 individually during the years 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-sale financial as
38、sets,other than those used in the effective hedging activities relating to normal operating business-19-Other non-operating income and expenses other than the above 4,036 348 86 Less:Income tax effects 6,390 5,616 1,180 NCI(after tax)-385,503 176,297-Total 1,163,604 461,416 271,877 Explanation of wh
39、y 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-Exceptional Profit and Loss,or reclassified any exceptional profit/loss item given as an exampl
40、e in the said explanatory announcement to recurrent profit/loss Applicable Not applicable No such cases in the Reporting Period.Hubei Sanonda Co.,Ltd.Annual Report 2017 10 Section III Business Profile I.Main businesses of the Company during Reporting Period Doesthe Company need to abide by the discl
41、osure 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 marketing of crop protection products,that are off-patent,and is one of the leading companies in the world in this field.The Grou
42、p supplies solutions to farmers in approximately 100 countries across the globe,through approximately 60 subsidiary companies throughout the world.The Group is the worlds leading off-patent crop protection solutionscompany(by sales),and is ranked sixth in the world among all companies engaged in the
43、 field of crop protection.The Groups business model integrates end-customer access,regulatory expertise,and global R&D and production capacities,thereby providing the Group with a significant competitive edge and allowing it to launch new and differentiated products that cater to farmers needs in ke
44、y markets worldwide.Adama-Sanonda combination and flotation The combination of Adama Solutions and the Company was successfully completed,whereby on July 4,2017,the entire share capital of Adama Solutions was transferred from CNAC to the Company,in return for the issuance of new shares in the Compan
45、y to CNAC and their registration for trade on the SZSE which was completed on August 2,2017(together the“Combined Company”;the“Combination Transaction”).Subsequently,the Company is consolidating Adama Solutions financial statements as of the third quarter 2017.Following the completion of the said co
46、mbination,on September 29,2017,a new board of directors of the Combined Company was appointed.Adama Solutions global management leads the Combined Company,which will operate under the ADAMA name and brand,subject to the required approvals.In this context Adama Solutions CEO,CFO and GLC were each app
47、ointed to corresponding positions in the Company.As part of the combination,Adama Celsius B.V completed the transfer and the cancellation of the B shares of the Company which it held in accordance with the repurchase agreement signed in September 2016 and its amendment.Internal group services agreem
48、ents-on December 28,2017 the Company and Adama Solutions entered into services agreements for the provision of various services by Adama Solutions to the Company.The Company completed a capital raise of approximately 1.5 billion RMBfrom equity investors.The Combined Company will utilize the funds fo
49、r further development of its global product portfolio,as well as the establishment and expansion of advanced operational capabilities.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 pro
50、ducts in approximately 100 countries across the globe.The Group is focused on the development,manufacturing and marketing of off-patent crop protection products(which are mainly herbicides,fungicides and insecticides designed to protect agricultural and other crops),and utilizes its expertise for th