ADAMA Ltd. Annual Report 2018
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ADAMA Ltd. Annual Report 2018 ADAMA LTD. ANNUAL REPORT 2018 ADAMA Ltd. is one of the world's 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 comprehensive 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 in the Annex. March 2019 1 ADAMA Ltd. Annual Report 2018 Section I Important Notice, Table of Contents and Definitions . The Company’s 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 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 Officer), hereby assert and confirm the truthfulness, accuracy and completeness of the Financial Report. All of the Company’s 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 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 development 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 Company 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 abstract have been prepared in both Chinese and English. Should there be any discrepancies between the two versions, the Chinese version shall prevail. 2 ADAMA Ltd. Annual Report 2018 Table of Contents Section I Important Notice, Table of Contents and Definitions ................................................... 2 Section II Corporate Profile and Financial 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 & Emloyees ...................................................................................................................................... 74 Section IX Corporate Governance ............................................................................................. 83 Section X Corporate Bonds ........................................................................................................ 89 Section XI Financial Report ....................................................................................................... 90 Section XII Documents Available for Reference ...................................................................... 220 3 ADAMA Ltd. Annual Report 2018 Definitions Unless otherwise specified, the following terms in the Report shall have the meaning shown below: General Terms Definition Company, the Company ADAMA Ltd. Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Solutions 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 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. China National Agrochemical Co., Ltd., the controlling shareholder of the CNAC 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 2018 Annual Report Financial Report The Financial Reports for the year 2018, as contained in this Report Reporting period, this period, current year Year 2018 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 The Combination Transaction, the Major Assets A-shares of the Company to CNAC. In addition, the Company issued Restructuring 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 People’s Republic of China Securities Law Securities Law of the People’s Republic of China Listing Rules Listing Rules of the SZSE 4 ADAMA Ltd. Annual Report 2018 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 (if 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 www.adama.com Email [email protected] II. Contact information Board Secretary Securities 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 [email protected] [email protected] Investors can also contact Wang Zhujun, the Company’s investor relations manager, on telephone number 010-56718110. III. Information disclosure and place where this Report is kept China Securities Journal, Securities Times and Ta Kung Newspapers designated by the Company for information disclosure Pao Website designated by the CSRC for the publication of this Report http://www.cninfo.com.cn Place where this Report is kept Securities office of the Company 5 ADAMA Ltd. Annual Report 2018 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 change V. Other information Accounting Firm Deloitte Touche Tohmatsu Certified Public Accountants Name hired by the LLP Company 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 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 Address Names of the Sponsors Period for the Continuous Financial Advisor Supervision GTJA No. 618 of Shangcheng Road, Zhu Wenchuan, Tang Weijie From Aug 2, 2017 to Dec 31, 2019 Free Trade Area, Shanghai, China VI. Main Accounting and financial results Whether the Company performed any retroactive adjustments to or restatement of its accounting data □ Yes √ No 2018 2017 +/- (%) 2016 Operating revenue (RMB’000) 25,615,119 23,819,568 7.54% 22,070,405 Net profit attributable to shareholders of the Company (RMB’000) 2,402,462 1,545,879 55.41% 369,076 Net profit attributable to shareholders of the Company excluding 859,448 382,275 124.82% -92,340 extraordinary profit and loss (RMB’000) Net cash flows from operating activities (RMB’000) 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 +/- (%) 31.12.2016 Total assets (RMB’000) 42,812,505 39,613,922 8.07% 36,492,512 Net assets attributable to shareholders of the Company (RMB’000) 22,280,126 18,778,013 18.65% 16,917,794 6 ADAMA Ltd. Annual Report 2018 Are there any 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 for this Reporting Period. 2. Differences in the net profit and the net assets