Hubei Sanonda Co., Ltd. Annual Report 2016
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Hubei Sanonda Co., Ltd. Annual Report 2016 HUBEI SANONDA CO., LTD. ANNUAL REPORT 2016 March 2017 1 Hubei Sanonda Co., Ltd. Annual Report 2016 Section I Important Statements, Contents and Definitions The board of directors (the “Board”), the supervisory board (the “Supervisory Board”), as well as the directors, supervisors and executive officers of Hubei Sanonda Co., Ltd. (the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report, and shall be jointly and severally liable for any false representation, misleading statements or material omissions in this Report. An Liru, head of the Company, Liu Anping, accounting head for this Report, and Tu Zhiwen, head of the accounting department (head of accounting), hereby guarantee that the Financial Report carried in this Report is factual, accurate and complete. All directors attended the board meeting for the review of this Report. This Report involves futures plans and some other forward-looking statements, which shall not be considered as virtual promises to investors. Investors and people concerned shall fully understand the risk as well as the difference between plans, forecasts and promises. Investors are kindly reminded to pay attention to possible risks. The Company has described its future development strategies, work plan for 2017 and possible risks in “IX. Outlook of future development of the Company” in Section IV. China Securities Journal, Securities Times, Ta Kung Pao (HK) and www.cninfo.com.cn have been designated by the Company for its information disclosure in 2017. And all information about the Company shall be subject to what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to possible risks. The Company plans not to distribute cash dividends or bonus shares or convert capital reserve into share capital. This Annual Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2 Hubei Sanonda Co., Ltd. Annual Report 2016 Table of Contents Section I Important Statements, Contents and Definitions .......................................................... 2 Section II Corporate Profile and Financial Results ........................................................................ 5 Section III Business Profile ............................................................................................................... 9 Section IV Performance Discussion and Analysis ......................................................................... 11 Section V Significant Events ........................................................................................................... 27 Section VI Share Changes and Shareholders’ Profile ................................................................... 43 Section VII Preference Shares......................................................................................................... 50 Section VIII Directors, Supervisors, Executive Officers and Staff .............................................. 51 Section IX Corporate Governance ................................................................................................. 58 Section X Corporate Bonds ............................................................................................................. 64 Section XI Financial Report ............................................................................................................ 65 Section XII Documents Available for Reference ......................................................................... 201 3 Hubei Sanonda Co., Ltd. Annual Report 2016 Definitions Term Definition Company, the Company Hubei Sanonda Co., Ltd. CSRC Hubei The Hubei bureau of China Securities Regulatory Commission CSRC China Securities Regulatory Commission SSE Shenzhen Stock Exchange Reporting period, this period, current year Year 2016 ChemChina China National Chemical Corporation China National Agrochemical Corporation, the indirect controlling CNAC shareholder of the Company, a wholly-owned subsidiary of ChemChina ADAMA Celsius B.V., a company incorporated in the Netherlands Celsius according to its law, once called Celsius Property B.V., holding a stake of 10.6% in the Company ADAMA Agricultural Solutions LTD., a wholly-owned subsidiary of CNAC, once called Makhteshim-Agan Industries Ltd., a company ADAMA incorporated in Israel according to its law, indirectly holding the 100% equity of Celsius Jingzhou Sanonda Holdings Co., Ltd., once called Sanonda Group Co., Sanonda Holdings Ltd., the controlling shareholder of the Company CNAC International CNAC International Company Limited 4 Hubei Sanonda Co., Ltd. Annual Report 2016 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 Company name in English (if HUBEI SANONDA CO., LTD. any) Abbr. (if any) SANONDA Legal representative An Liru 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://www.sanonda.cn Email [email protected] II Contact information Board Secretary Securities Representative Name Li Zhongxi Liang Jiqin No. 93, Beijing East Road, Jingzhou, No. 93, Beijing East Road, Jingzhou, Address Hubei Hubei Tel. 0716-8208632 0716-8208232 Fax 0716-8321099 0716-8321099 E-mail [email protected] [email protected] III Information disclosure and place where this Report is kept Newspapers designated by the Company for China Securities Journal, Securities Times and Ta Kung Pao information disclosure Website designated by the China Securities Regulatory Commission (CSRC) for the publication http://www.cninfo.com.cn of this Report 5 Hubei Sanonda Co., Ltd. Annual Report 2016 Place where this Report is kept Securities Office of the Company IV Company registration and alteration Credibility code 91420000706962287Q Changes in main business activities of the No changes Company after going public (if any) Changes of controlling shareholder (if any) No changes 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. Accountants writing signatures Tang Qiyong, Xie Panying 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 VI Accounting and financial results Indicate by tick mark whether the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies or correction of accounting errors □ Yes √ No 2016 2015 +/-% 2014 Operating revenues (RMB) 1,854,732,684.88 2,169,936,637.07 -14.53% 3,131,186,300.05 Net profit attributable to shareholders of the Company -74,489,986.54 141,840,462.97 -152.52% 491,771,929.22 (RMB) Net profit attributable to shareholders of the Company -92,325,645.47 137,328,557.39 -167.23% 490,238,498.19 before exceptional profit and loss (RMB) Net cash flows from operating 268,365,045.35 276,090,052.80 -2.80% 699,173,855.92 activities (RMB) Basic earnings per share -0.1254 0.2388 -152.51% 0.8280 (RMB/share) 6 Hubei Sanonda Co., Ltd. Annual Report 2016 Diluted earnings per share -0.1254 0.2388 -152.51% 0.8280 (RMB/share) Weighted average return on equity -3.63% 6.90% -10.53% 27.68% (%) December 31, 2016 December 31, 2015 +/-% December 31, 2014 Total assets (RMB) 2,984,883,798.79 2,977,268,169.32 0.26% 2,934,299,657.47 Net assets attributable to shareholders of the Company 2,005,058,006.75 2,097,382,469.60 -4.40% 2,007,631,150.60 (RMB) 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 disclosed in the financial reports prepared under Chinese and foreign accounting standards □ Applicable √ Not applicable No such differences for this Reporting Period. VIII Financial results by quarter Unit: RMB 1Q 2Q 3Q 4Q Operating revenues 478,019,086.56 527,678,070.94 431,962,833.14 417,072,694.24 Net profit attributable to 8,016,805.81 8,790,749.69 3,692,704.99 -94,990,247.03 shareholders of the Company Net profit attributable to shareholders of the Company -1,097,269.16 7,495,224.16 2,871,974.22 -104,615,979.48 before exceptional profit and loss Net cash flows from operating -14,737,785.00 61,456,703.62 133,379,863.03 88,266,263.70 activities 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 semi-annual reports □ Yes √ No 7 Hubei Sanonda Co., Ltd. Annual Report 2016 IX Exceptional profit/loss √ Applicable □ Not applicable Unit: RMB Item 2016 2015 2014 Note Profit/loss on disposal of non-current assets (including offset asset impairment 17,682,729.41