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ADAMA Ltd. Annual Report 2019

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ADAMA Ltd. Annual Report 2019 ADAMA Ltd. Annual Report 2019 c ADAMA LTD. ANNUAL REPORT 2019 ADAMA Ltd. is a global leader in crop protection, providing solutions to farmers across the world to combat weeds, insects and disease. ADAMA has one of the widest and most diverse portfolios of active ingredients in the world, state-of-the art R&D, manufacturing and formulation facilities, together with a culture that empowers our people in markets around the world to listen to farmers and ideate from the field. This uniquely positions ADAMA to offer a vast array of distinctive mixtures, formulations and high-quality differentiated products, delivering solutions that meet local farmer and customer needs in over 100 countries globally. For further important additional information and details, please refer to the Annex to the Company’s Announcement on the 2019 Full-Year Financial Preview dated March 31, 2020 (announcement no. 2020-19), (available at www.cninfo.com.cn). April 2020 1 ADAMA Ltd. Annual Report 2019 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 statements, misleading presentations or material omissions, and assume joint and several legal liability arising therefrom. ▪ Ignacio Dominguez, the person leading the Company (President and Chief Executive Officer) as well as its legal representative, and Aviram Lahav, the person leading the accounting function (Chief Financial Officer & Deputy Chief Executive 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 2020 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 April 27, 2020 refers to the total outstanding 2,446,553,582 shares of the Company as of February 28, 2020 as the basis for the distribution of RMB 0.12 (including tax) as cash dividend per 10 shares, to all the shareholders of the Company. No shares will be distributed as share dividend, and 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 2019 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 ........................................................................................................... 10 Section IV - Performance Discussion and Analysis ....................................................................... 14 Section V - Significant Events ......................................................................................................... 51 Section VI. - Change in Shares & Shareholders ............................................................................ 83 Section VII. - Preferred stock .......................................................................................................... 94 Section VIII. - Directors, Members of the Supervisory Board, Senior Management Staff & Employees ......................................................................................................................................... 95 Section IX. - Corporate Governance ............................................................................................ 105 Section X - Corporate Bonds......................................................................................................... 113 Section XI - Financial Report ....................................................................................................... 114 Section XII - Documents Available for Reference ....................................................................... 248 3 ADAMA Ltd. Annual Report 2019 Definitions In this Report, the following terms have the meaning appearing alongside them, unless otherwise specified: General Terms Definition Company, the Company ADAMA Ltd. Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, Adama Solutions incorporated in Israel according to its laws ADAMA Anpon (Jiangsu) Ltd. (previously named Jiangsu Anpon Electrochemical Anpon, ADAMA Anpon Co., Ltd.), a wholly-owned subsidiary of the Company 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, ADAMA The Company, including all its subsidiaries, unless expressly stated otherwise ChemChina China National Chemical Co., Ltd. ChemChina-Syngenta The acquisition of Syngenta AG by ChemChina in 2017 Transaction China National Agrochemical Co., Ltd., the controlling shareholder of the Company, CNAC a wholly-owned subsidiary of ChemChina CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange SASAC State Assets Supervision and Administration Commission of China Syngenta Group Co., Ltd,, a newly-formed agriculture industry leader, registered in Shanghai and owned by ChemChina, being created through the bringing together Syngenta Group of the agricultural businesses of ChemChina and Sinochem, as announced on January 2020 by ChemChina and Sinochem. Report This 2019 Annual Report Financial Report The Financial Reports for the year 2019, as contained in this Report Reporting Period, this Period, Year 2019 Current Year In July 2017, 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 The Combination Transaction, of the Company to CNAC. In addition, the Company issued 104,697,982 new the Major Assets Restructuring 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 2019 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 Ignacio Dominguez (*) 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] (*) On February 26, 2020 the 21st Meeting of the 8th Session of the Board of Directors of the Company appointed Mr. Ignacio Dominguez as the President & CEO of the Company, and as the legal representative of the Company. The appointment is effective as of March 1, 2020. Due to the impact of the COVID-19 novel coronavirus epidemic, the Company will register Mr. Ignacio Dominguez as the legal representative in Hubei Administration for Market Regulation Bureau when the circumstances shall enable it. II. Contact information Board Secretary Securities Affairs Representative Investor Relations Manager Name Li Zhongxi Liang Jiqin Wang Zhujun Address 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing Tel. 010-56718110 010-56718110 010-56718110 Fax 010-59246173 010-59246173 010-59246173 E-mail [email protected] [email protected] [email protected] 5 ADAMA Ltd. Annual Report 2019 III. Information disclosure China Securities Journal Newspapers designated by the Company for information Securities Times disclosure Kung 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 IV. Company registration and alteration Credibility code 91420000706962287Q Changes in main business activities of the Company after going public (if any) None in the reporting period. Changes of controlling shareholder (if any) None in the reporting period. V. Other information Company’s Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Auditors Office address 30/F, Bund Center, 222 Yan An Road East, Shanghai PRC Hu Ke and Ma Renjie Signing Certified Public Accountant Sponsor engaged by the Company to continuously perform its supervisory function during the Reporting Period □ Applicable √ Not applicable Financial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period √ Applicable □ Not applicable Name of Address Names of Period for the Financial Advisor the Sponsors Continuous Supervision Guotai Junan No. 618 of Shangcheng
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