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Hubei Sanonda Co., Ltd. 2014 Annual Report

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Hubei Sanonda Co., Ltd. 2014 Annual Report 2014 Annual Report of Hubei Sanonda Co., Ltd. Hubei Sanonda Co., Ltd. 2014 Annual Report March 2015 1 2014 Annual Report of Hubei Sanonda Co., Ltd. Section I. Important Reminders, Catalogue & Explanation The Board of Directors, the Supervisory Committee, as well as all directors, supervisors and senior management staff of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. The Company’s profit distribution preplan upon review and approval of this board session: Based on the total shares of the Company as at 31 Dec. 2014, a cash dividend of RMB 1.00 (tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no capital reserve will be turned into share capital. Mr. Li Zuorong, person in charge of the Company, Mr. He Xuesong, person in charge of the accounting work and the accounting organization (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. Please be especially noted that any statement in this report in regard to any future plan shall not be considered as the Company’s virtual promises to investors. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 2014 Annual Report of Hubei Sanonda Co., Ltd. Catalogue 2014 Annual Report ........................................................................................................................... 1 Section I. Important Reminders, Catalogue & Explanation .......................................................... 2 Section II. Company Profile .............................................................................................................. 6 Section III. Accouonting & Business Highlights ............................................................................. 8 Section IV. Report of the Board of Directors ................................................................................. 10 Section V. Significant Events ........................................................................................................... 27 Section VI. Change in Shares & Shareholders .............................................................................. 40 Section VII. Preferred Shares ......................................................................................................... 49 Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......................... 50 Section IX. Corporate Governance ................................................................................................ 57 Section X. Internal Control ............................................................................................................. 63 Section XI. Financial Report ........................................................................................................... 64 Section XII. Documents Available for Reference ........................................................................ 195 3 2014 Annual Report of Hubei Sanonda Co., Ltd. Explanation Refers Term Contents to Company, the Company Refers Hubei Sanonda Co., Ltd. to Refers CSRC Hubei The Hubei bureau of China Securities Regulatory Commission to Refers CSRC China Securities Regulatory Commission to Refers SSE Shenzhen Stock Exchange to Refers Reporting period, this period, current year Year 2014 to Refers China National Agrochemical Corporation (holding 100% equity of CNAC to Sanonda Group, the Company’s controlling shareholder) Refers ADAMA Celsius B.V., a company incorporated in the Netherlands Celsius to according to its law, once called Celsius Property B.V., holding a stake of 10.6% in the Company Refers ADAMA Agricultural Solutions LTD., a subsidiary indirectly controlled to by CNAC, once called Makhteshim-Agan Industries Ltd., a company ADAMA incorporated in Israel according to its law, indirectly holding the 100% equity of Celsius Refers Jingzhou Sanonda Holdings Co., Ltd., once called Sanonda Group Co., Sanonda Holdings to Ltd., the controlling shareholder of the Company 4 2014 Annual Report of Hubei Sanonda Co., Ltd. Reminder of Major Risks Please note that the future development strategies, the work plan for 2015 and possible risks in the future are described in “Section IV. Report of the Board of Directors”—“Outlook of the Company’s future development”. The media designated for information disclosure in 2015 were China Securities Journal, Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn. And all information about the Company shall be subject to the information disclosed by the Company on the aforesaid designated media. Investors are kindly reminded to pay attention to possible investment risks. 5 2014 Annual Report of Hubei Sanonda Co., Ltd. Section II. Company Profile I. Basic information of the Company Stock abbreviation SLDA, SLDB Stock code 000553, 200553 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 湖北沙隆达股份有限公司 Abbr. of the Chinese name of 沙隆达 the Company English name of the Company HUBEI SANONDA CO., LTD. (if any) Abbr. of the English name of SANONDA the Company (if any) Legal representative of the Li Zuorong Company Registered address No. 93, Beijing East Road, Jingzhou, Hubei Postal code for the registered 434000 address Office address No. 93, Beijing East Road, Jingzhou, Hubei Postal code for the office 434000 address Internet website of the http://www.sanonda.cn Company Email address [email protected] II. Contact us Company Secretary Securities Affairs Representative Name Li Zhongxi Liang Jiqin No. 93, Beijing East Road, Jingzhou, No. 93, Beijing East Road, Jingzhou, Contact address Hubei Hubei Tel. 0716-8208632 0716-8208232 Fax 0716-8321099 0716-8321099 E-mail [email protected] [email protected] 6 2014 Annual Report of Hubei Sanonda Co., Ltd. III. About information disclosure and where this report is placed Newspapers designated by the Company for China Securities Journal, Securities Times, and Ta Kung Pao information disclosure Internet website designated by CSRC for disclosing http://www.cninfo.com.cn this report Where this report is placed Office of the Company IV. Change of the registered information Registration code of Registration date Registration place Business license No. Organizational code taxation Hubei Administration for Initial registration 30 Nov. 1993 420000400004491 421001706962287 70696228-7 Industry & Commerce At the end of the 25 Sept. 2014 Unchanged Unchanged Unchanged Unchanged reporting period Changes of the main business since listing Unchanged (if any) Changes of the controlling shareholder (if Unchanged any) V. Other information The CPAs firm hired by the Company: Name Ruihua Certified Public Accountants (LLP) 5-11F, West Tower, China Overseas Property Plaza, Building No. 7, Compound No. 8, Xibinhe Office address Road, Yongding Men, Dongcheng District, Beijing, P.R.C. Signing accountants Liu Hongping, Kuang Xiaochang Sponsor engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable Financial consultant engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable 7 2014 Annual Report of Hubei Sanonda Co., Ltd. Section III. Accounting & Business Highlights I. Major accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Increase or decrease of 2014 2013 this year over last year 2012 (%) Operating revenue (RMB Yuan) 3,131,186,300.05 3,078,467,310.53 1.71% 2,345,146,528.97 Net profit attributable to shareholders of the Company 491,771,929.22 320,811,958.67 53.29% 103,768,969.35 (RMB Yuan) Net profit attributable to shareholders of the Company after 490,238,498.19 326,183,175.01 50.30% 106,185,400.70 extraordinary gains and losses (RMB Yuan) Net cash flows from operating 699,173,855.92 799,701,589.04 -12.57% 233,590,424.82 activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.8280 0.5402 53.28% 0.1747 Diluted EPS (RMB Yuan/share) 0.8280 0.5402 53.28% 0.1747 Weighted average ROE (%) 27.68% 22.88% 4.80% 8.62% Increase or decrease of As at 31 Dec. 2014 As at 31 Dec. 2013 this year-end than last As at 31 Dec. 2012 year-end (%) Total assets (RMB Yuan) 2,934,299,657.47 2,708,271,174.34 8.35% 2,405,494,385.09 Net assets attributable to shareholders of the Company 2,007,631,150.60 1,546,189,571.66 29.84% 1,255,536,761.52 (RMB Yuan) II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable √ Inapplicable No difference. 8 2014 Annual Report of Hubei Sanonda Co., Ltd. 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable √ Inapplicable No difference. III. Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 2014 2013 2012 Note Gain/loss on the disposal of non-current assets (including the offset part of the asset 54,813.19
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