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安道麦B:2020年第三季度报告全文(英文版) 下载公告
公告日期:2020-10-30

ADAMA LTD.

THIRD QUARTER REPORT 2020

ADAMA Ltd. (hereinafter referred to as “the Company”) 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 thatempowers our people in markets around the world to listen to farmers and ideate from thefield. This uniquely positions ADAMA to offer a vast array of distinctive mixtures, formulationsand high-quality differentiated products, delivering solutions that meet local farmer andcustomer needs in over 100 countries globally.Please see important additional information and further details included in the Annex.

October 2020

Section I - Important NoticeThe Company’s Board of Directors, Board of Supervisors, directors, supervisors andsenior managers confirm that the content of the Report is true, accurate and completeand 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 ExecutiveOfficer) as well as its legal representative, and Aviram Lahav, the person leading theaccounting function (Chief Financial Officer & Deputy Chief Executive Officer), herebyassert and confirm the truthfulness, accuracy and completeness of the FinancialReport.All of the Company’s directors attended the board meeting for the review of thisReport.This Report and its abstract have been prepared in both Chinese and English. Shouldthere be any discrepancy between the two versions, the Chinese version shall prevail.

Section II - Financial Highlights & Shareholder ChangesMain accounting and financial resultsWhether the Company performs any retroactive adjustments to, or restatements of, its accounting data of last year due tochange in accounting policies or correction of accounting errors

□ Yes√ No

End of Reporting PeriodEnd of last year+/- (%)
Total assets (RMB’000)48,292,71245,288,9406.63%
Net assets attributable to shareholders (RMB’000)21,964,10722,371,665-1.82%
July - September 2020YoY +/- (%)January - September 2020YoY +/- (%)
Operating revenues (RMB’000)6,768,5831.54%20,889,6233.00%
Net profit attributable to shareholders of the Company (RMB’000)20,409-90.10%225,058-71.68%
Net profit attributable to shareholders of the Company excluding non-recurring profit and loss (RMB’000)9,876-94.86%229,648-63.11%
Net cash flow from operating activities (RMB’000)157,469-60.55%1,392,0001376.75%
Basic EPS (RMB/share)0.0086-89.79%0.0929-71.40%
Diluted EPS (RMB/share)N/AN/AN/AN/A
Weighted average return on net assets0.10%-0.77%1.01%-2.45%
ItemJanuary - September 2020Note
Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions)7,535-
Government grants recognized through profit or loss (excluding government grants closely related to business of the Company and given at a fixed quota or amount in accordance with government’s uniform standards)25,556-
Recovery or reversal of provision for bad debts which is assessed individually during the years22,777-
Other non-operating income and expenses other than the above23,309-
Other profit or loss that meets the definition of non-recurring profit or loss(70,032)Employee early retirement plan expenses
Less: Income tax effects13,735-
Total(4,590)-

Explanation of why the Company classified an item as non-recurring profit/loss according to the definition in the FirstExplanatory Announcement on Information Disclosure for Companies Offering their Securities to the Public.Non-recurring Profit and Loss, and reclassified any non-recurring profit/loss items are given as examples in the saidexplanatory announcement to recurrent profit/loss

□ Applicable √ Not applicable

No such cases in the Reporting Period.

I. Total number of shareholders and shareholdings of top 10 shareholders at the

period-end

1. Total number of ordinary shareholders and preference shareholders who had resumed their voting

rights, and shareholdings of top 10 shareholders at the period-end

Unit: share

Total number of ordinary shareholders at the end of the Reporting Period49,443 (the number of ordinary A share shareholders is 34,867; the number of B share shareholders is 14,576)Total number of preference shareholders who had resumed their voting right at the end of the Reporting Period (if any)0
Shareholdings of top 10 shareholders
Name of shareholderNature of shareholderShareholding percentageNumber of shares heldNumber of restricted shares heldPledged or frozen shares
StatusNumber
Syngenta Group Co., Ltd.State-owned legal person72.88%1,708,450,759------
Jingzhou Sanonda Holding Co., Ltd.State-owned legal person5.11%119,687,202------
China Structural Reform Fund Co., Ltd.State-owned legal person1.43%33,557,046------
China Cinda Asset Management Co., Ltd.State-owned legal person1.33%31,115,916------
Portfolio No.503 of National Social Security FundOthers0.98%23,000,052------
CCB Principal-ICBC-Avic Trust, Trust Plan of Pooled Funds of CCB Principal Private Placement Investment, Tianqi (2016) No. 293 of Avic TrustOthers0.55%12,885,906------
Hong Kong Securities Clearing Company LimitedOverseas legal person0.25%5,890,633
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITEDOverseas legal person0.19%4,477,972------
State-owned Assets Administration Bureau of Qichun CountyState0.18%4,169,266------
Wu FengDomestic natural person0.17%4,035,169------
Shareholdings of top 10 non-restricted shareholders
Name of shareholderNumber of non-restricted shares held at the period-endType of shares
TypeNumber
Syngenta Group Co., Ltd.1,708,450,759RMB ordinary share1,708,450,759
Jingzhou Sanonda Holding Co., Ltd.119,687,202RMB ordinary share119,687,202
China Structural Reform Fund Co., Ltd.33,557,046RMB ordinary share33,557,046
China Cinda Asset Management Co., Ltd.31,115,916RMB ordinary share31,115,916
Portfolio No.503 of National Social Security Fund23,000,052RMB ordinary share23,000,052
CCB Principal-ICBC-Avic Trust, Trust Plan of Pooled Funds of CCB Principal Private Placement Investment, Tianqi (2016) No. 293 of Avic Trust12,885,906RMB ordinary share12,885,906
Hong Kong Securities Clearing Company Limited5,890,633RMB ordinary share5,890,633
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED4,477,972Domestically listed foreign share4,477,972
State-owned Assets Administration4,169,266RMB ordinary share4,169,266
Bureau of Qichun County
Wu Feng4,035,169RMB ordinary share4,035,169
Related or act-in-concert parties among the shareholders aboveSyngenta Group Co., Ltd. and Jingzhou Sanonda Holdings Co., Ltd. are related parties, and are acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. Both of them are controlled subsidiaries of CNAC. It is unknown to the Company whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.
Top 10 ordinary shareholders conducting securities margin trading (if any)Shareholder Wu Feng held 1,423,126 shares of the Company through a credit collateral securities trading account and 2,612,043 shares of the Company through a common securities account, totaling 4,035,169 shares of the Company.

Section III - Significant Events

I. Changes in main accounting statement items and financial indicators in the Reporting

Period, as well as reasons for the changes

√ Applicable □ Not applicable

During the third quarter of 2020, the global agrochemical market is expected to have seen moderate growth, as the residualimpact from COVID-19 continues to linger in many markets. Crop prices have recovered in many key crops, however forsome such as cotton, planted acreage was lower due to the lower crop prices at the time of planting during the first half ofthe year, impacting sales in this segment markets such as the US, Brazil and Turkey. Governments across the worldcontinue to include farmers in extensive support programs, partially offsetting lost income due to the COVID-19 pandemic.While global currencies recovered somewhat against the US Dollar during the third quarter, they generally remainedsignificantly weaker when compared to the third quarter and first nine months of 2019, especially in the emerging marketswhere the Company is seeing its strongest growth.Following an extended period of industry-wide supply constraints in recent years due to the increasingly stringentenvironmental regulations imposed on Chinese producers, during the first half of the year procurement costs of chemicalraw materials and intermediates started to decline as general levels of production and supply increased. This increase inproduction and supply was seen despite some disruptions due to the initial COVID-19 outbreak in the first quarter.The Company started to benefit from this trend in the third quarter as these lower procurement costs have migrated throughthe Company’s inventory cycle. However, the lower prices have also had a negative impact on the Company’s sales ofchemical raw materials and intermediates, which form part of its Ingredients & Intermediates business in both China andIsrael.Acquisition of HuifengOn October 29, 2020, the Company announced the acquisition of a majority stake in a newly established company thatwill hold the vast majority of the crop protection synthesis and formulation facilities of Jiangsu Huifeng Bio Agriculture Co.,Ltd (“Huifeng”), a leading Chinese crop protection producer and key player in the Chinese crop protection market.For further details, please refer to “Progress on significant events, as well as the impact and solutions” section herein.

January - September 2020 (000’RMB)Same period last year (000’RMB)+/-%January - September 2020 (000’USD)Same period last year (000’USD)+/-%
Operating income (Revenues)20,889,62320,282,0753.00%2,986,6092,961,5720.85%
Cost of goods sold14,757,40613,607,4338.45%2,110,0391,986,3776.23%
Sales & Marketing expenses3,681,0113,664,4120.45%526,484535,288-1.65%
General & Administrative expenses768,156902,506-14.89%109,877131,88516.68% -
R&D expenses280,212317,642-11.78%40,06946,357-13.57%
January - September 2020 (000’RMB)Same period last year (000’RMB)+/-%January - September 2020 (000’USD)Same period last year (000’USD)+/-%
Financial Expenses1,191,1551,503,130-20.75%170,242219,199-22.33%
Gain (loss) from Changes in Fair Value228,8491,157,695-80.23%32,905170,076-80.65%
Investment Income (loss)171,333(467,057)-136.68%24,295(69,534)-134.94%
Total Net Financial Expenses and Investment Income790,973812,492-2.65%113,042118,657-4.73%
Total profits465,547962,140-51.61%66,070140,951-53.12%
Income tax expenses240,489167,40743.66%34,27724,53739.70%
Net income225,058794,733-71.68%31,793116,414-72.69%
EBITDA3,068,8573,524,465-12.93%438,459515,069-14.87%
Q3 2020 (000’RMB)Q3 2019 (000’RMB)+/-%Q3 2020 (000’USD)Q3 2019 (000’USD)+/-%
Operating income (Revenues)6,768,5836,666,0431.54%978,205953,4222.60%
Cost of goods sold4,852,9364,584,1915.86%701,346655,6666.97%
Sales & Marketing expenses1,212,4431,164,6384.10%175,224166,5735.19%
General & Administrative expenses214,970274,24721.61% -31,06739,22420.79% -
R&D expenses92,027106,943-13.95%13,30015,295-13.05%
Financial Expenses348,363564,934-38.33%50,34880,798-37.69%
Gain (loss) from Changes in Fair Value(36,661)273,560-113.40%(5,298)39,126-113.54%
Investment Income (loss)119,20447,386151.56%17,2276,777154.20%
Total Net Financial Expenses and Investment income265,820243,9888.95%38,41934,89510.10%
Total profits16,700232,965-92.83%2,41833,320-92.73%
Q3 2020 (000’RMB)Q3 2019 (000’RMB)+/-%Q3 2020 (000’USD)Q3 2019 (000’USD)+/-%
Income tax expenses(3,709)26,870-113.80%(534)3,845-113.89%
Net income20,409206,095-90.09%2,95229,475-89.97%
EBITDA949,5861,063,546-10.71%137,242152,113-9.77%
Q3 2020 $mQ3 2019 $mChange USD9M 2020 $m9M 2019 $mChange USD
Europe181188-4.0%790816-3.2%
North America145160-9.3%518560-7.6%
Latin America33530210.9%7146578.6%
Asia Pacific1481387.0%4974970.2%
Of which China82769.0%250255-1.9%
India, Middle East & Africa1701662.8%4684328.3%
Total9789532.6%2,9872,9620.8%

high inventories in distribution channels. During the quarter, the Company completed the acquisition of the remaining 51%of Alfa in Greece, bolstering its activities in this important market.During the quarter, the Company obtained multiple new product registrations in the region, including COLT

?, a herbicidefor the control of broadleaf weeds in winter cereals and pasture, and FOLPAN GOLD

?, a systemic fungicide to combatgrapevine mildew, both registered in Bulgaria.In US dollar terms, sales were lower by 4.0% in the quarter and by 3.2% in the nine-month period, compared to thecorresponding periods last year, reflecting the net impact of the relative strengthening of European currencies againstthe US dollar in the quarter, contrasted with their relative weakness over the nine-month period.North America: Sales were lower by 9.3% in the third quarter and by 7.1% in the nine-month period, in CER terms,compared with the corresponding periods last year.Crop protection sales were markedly lower, largely due to disruptive weather conditions in the US which saw windstormsdamage corn fields in the mid-west, fires raging in the orchards and vineyards of California and Oregon, and a heatwavechallenging cotton farmers in Texas already contending with reduced demand due to the COVID-19 impact on the apparelindustry, alongside low insect pressure impacting sales of insecticides. This was partially mitigated by the robustperformance of the Company’s Consumer and Professional Solutions business, which continues its strong recovery fromthe COVID-19 related challenges seen earlier in the year.The Company continued to expand its differentiated product offering in the region, following the earlier launches in Canadaof CUSTODIA

?, a combination fungicide controlling a wide range of diseases in corn, soybeans and wheat, as well asORIUS

?, a broad-spectrum fungicide for wheat, barley and oat crops.In US dollar terms, sales were lower by 9.3% in the quarter and by 7.6% in the nine-month period, compared to thecorresponding periods last year, reflecting the moderate weakening of the Canadian Dollar seen in the first half of theyear.Latin America: Sales grew by a robust 38.7% in the third quarter and by 32.7% in the nine-month period, in CER terms,compared to the corresponding periods last year, driven by significant volume growth in key countries and continued priceincreases to partially compensate for the material weakness of the currencies in the region, and despite widespreadCOVID-19 related restrictions.The Company saw significant volume growth in Brazil, driven by strong performances from its differentiated productportfolio including flagship product CRONNOS

?

, the triple-action fungicide for soybean rust, GALIL

?

, a differentiatedcombination insecticide and TRIVOR

?

, a dual-action insecticide for rapid and extended control of sucking pests, followingits successful 2019 launch.Noteworthy performances were also recorded in Argentina, Colombia, Mexico and Paraguay, as well as in Peru, bolsteredby the Company’s recent acquisition in the country.On October 14, 2020, the Company acquired a majority stake in FNV S.A., its key crop protection distributor in Paraguay,strengthening the Company’s commercial presence in this important market and providing the Company with direct marketaccess, ensuring the sustainability and growth of its key distribution platform.During the quarter, the Company obtained multiple new product registrations in the region, including ARADDO

?

, a completesolution for the management of a wide range of glyphosate-resistant weeds in soybean, corn and wheat crops in Brazil.In US dollar terms, sales in the region grew by 10.9% in the quarter and 8.6% in the nine month period, compared to thecorresponding periods last year, as the robust business growth was heavily impacted by weaker currencies in the region,in particular the significant decline in the Brazilian Real against the US dollar.

Asia Pacific: Sales grew by 5.3% in the quarter and by 3.4% in the nine-month period, in CER terms, compared to thecorresponding periods last year, driven by continued volume growth.In Asia-Pacific (outside of China), the Company saw strong performance from Australia and New Zealand, benefiting fromfavorable weather, and more than offsetting challenging seasonal conditions in South East Asia.During the quarter, the Company obtained multiple new product registrations in the region, including ULTRO

?

(Carbetamide), a herbicide for the control of grasses in all pulse crops. This is a new active ingredient in Australia forbroadacre cropping, the country’s largest cropping segment.In China, the Company delivered moderate growth in the quarter, with a strong performance from its branded, formulatedsales being partially offset by lower prices received for its raw materials and intermediates due to increased supplygenerally from Chinese producers. The growth in the formulated products was supported by new product launchesincluding AN GUO XUAN

?, a protective fungicide for tomatoes, and XIN TUO LONG

?, an effective growth regulatingsolution for cotton harvesting in the Xinjiang region.In US dollar terms, sales in the region grew by 7.0% in the third quarter were flat over the nine-month period, comparedto the corresponding periods last year, reflecting the strengthening of the Chinese Renminbi against the US dollar in Q3,contrasted with the generally weaker currencies over the nine month period.India, Middle East and Africa: Sales grew by 7.5% in the quarter and by 14.2% in the nine-month period, in CER terms,compared to the corresponding periods last year, driven by robust volume growth.The growth in the region was driven mainly by a strong performance in India, which benefited from above-average monsoonrains and good cropping conditions.During the quarter, the Company continued to expand its hybrid product offering in the region, launching TRIGUS

?

, aninsecticide for use on sucking pests, in India.In US dollar terms, sales in the region grew by 2.8% in the quarter and by 8.3% in the nine month period, compared tothe corresponding periods last year, reflecting the impact of softer currencies, most notably the Turkish Lira, the IndianRupee and the South African Rand.

(2) Gross Profit:

The third quarter saw the Company start to benefit from a marked drop in procurement costs which began earlierin the year and which are now migrating through the Company’s inventory cycle. This was partially offset bysomewhat higher manufacturing costs related to the stronger Israel shekel. However, in both the third quarter andnine-month periods, the strong volume growth and lower procurement costs were more than offset by the materialdepreciation of global currencies, which constrained gross profit by an estimated $75 million and $184 million,respectively.

(3) Operating Expenses:

Operating expenses include Sales and Marketing, General and Administration and R&D. Total operating expensesin the third quarter were $220 million (22.5% of sales) and $676 million (22.6% of sales) in the nine-month period,compared to $221 million (23.2% of sales) and $714 million (24.1% of sales) in the corresponding periods last year,respectively. The Company continues to maintain tight control of its operating expenses, which were also naturallyconstrained by the impact of COVID-19, and saw a marked decrease in expenses in both the quarter and nine-month periods, despite the inclusion of recent acquisitions. Operating expenses in the 2020 periods also benefitedfrom the global currency weakness against the US dollar when compared to prior periods, while operating expensesin the 2019 nine-month period were net of income related to expropriation of land recorded then.

In recent years, the Company recorded various one-time or non-cash or non-operational items affecting its reportednumbers, including as a result of mergers and acquisitions, which resulted in the inclusion within its operatingexpenses of, mainly, the following items:

? Amortization of legacy Purchase Price Allocation (PPA) of 2011 acquisition of Adama AgriculturalSolutions Ltd., a wholly-owned subsidiary of the Company (hereinafter: “Solutions”) (non-cash): UnderPRC GAAP, since the first combined reporting in Q3 2017 following the combination, the Company has inheritedthe historical “legacy” amortization charge that ChemChina previously was incurring in respect of its acquisitionof Solutions in 2011. This amortization is done in a linear manner on a quarterly basis, most of which will be fullyamortized by the end of 2020. Its reported financial impact (affecting the Sales & Marketing expenses) in both thethird quarter and the first nine months of 2020 is RMB 66 million (USD 10 million) and RMB 199 million (USD 29million), net of tax, respectively, compared with RMB 66 million (USD 10 million) and RMB 195 million (USD 29million) in the corresponding periods in 2019.? Amortization of Transfer assets received and written-up due to 2017 ChemChina-Syngenta transaction

(non-cash): The proceeds from the Divestment of crop protection products in connection with the approval bythe EU Commission of the acquisition of Syngenta by ChemChina, net of taxes and transaction expenses, werepaid to Syngenta in return for the transfer of a portfolio of products in Europe of similar nature and economic value.Since the products acquired from Syngenta are of the same nature, and with the same net economic value asthose divested, the Divestment and Transfer transactions had no net impact on the underlying economicperformance of the Company. Its reported financial impact (affecting the Sales & Marketing expenses) in both thethird quarter and the first nine months of 2020 is RMB 53 million (USD 8 million) and RMB 160 million (USD 23million), net of tax, respectively, compared with RMB 54 million (USD 8 million) and RMB 188 million (USD 27million) in the corresponding periods in 2019.? Employee early retirement plan expenses: a one-time provision for the early retirement plan of employees atthe Company’s Israeli manufacturing facilities. Its reported financial impact (affecting the General & Administrativeexpenses) in both the third quarter and the first nine months of 2020 is RMB 4.2 million (USD 0.6 million) andRMB 70 million (USD 10 million), net of tax, respectively, most of which was recorded in the first quarter of 2020.

(4) Financial Expenses

“Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreignexchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out anyhedging. The impact of Financial Expenses (before hedging) is RMB 1,191 million and RMB 348 million (USD 170million and USD 50 million) for the three and first nine months of 2020, respectively, compared with RMB 1,503million and RMB 565 million (USD 219 million and USD 81 million) for the corresponding periods in 2019.Given the global nature of its operational activities and the composition of its assets and liabilities, the Company, inthe ordinary course of its business, uses foreign currency derivatives (forwards and options) to hedge the cash flowrisks associated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations.Net gains/losses from hedging of those positions, are recorded in “Gains/Losses from Changes in Fair Value”, andare then transferred to “Investment Income” upon realization. The combined impact of the hedging transactions onGains/Losses from Changes in Fair Value and Investment Income is a net gain of RMB 324 million and RMB 21million (USD 46 million and USD 3 million) in the three and first nine months of 2020, respectively, compared withRMB 665 million and RMB 317 million (USD 97 million and USD 45 million) in the corresponding period in 2019.In addition, Investment Income also mainly includes an amount of RMB 15 million (USD 2 million) in respect ofequity accounted investees in the first nine months of 2020 compared with RMB 23 million (USD 3 million) in thecorresponding period in 2019 and RMB 59 million (USD 9 million) capital gain from gaining control over an equity

investee, bringing the total Gains/Losses from Changes in Fair Value and Investment Income to RMB 400 million(USD 57 million) in the first nine months of 2020 compared with RMB 691 million (USD 101 million) in thecorresponding period in 2019.The aggregate of Financial Expenses, Gains/Losses from Changes in Fair Value and Investment Income(hereinafter as “Total Net Financial Expenses and Investment Income”), which more comprehensively reflects thefinancial expenses of the Company in supporting its main business and protecting its monetary assets/liabilities,amounts to RMB 867 million and RMB 328 million (USD 124 million and USD 47 million) in the three and first ninemonths of 2020, respectively, compared with RMB 838 million and RMB 248 million (USD 122 million and USD 35million) in the corresponding period in 2019.The higher financial expenses in the quarter were due to an increase in financing costs on the NIS-denominated,CPI-linked bonds due to a higher CPI in Israel, as well as the effect on balance sheet positions of the strengtheningof the RMB when compared to 2019.

(5) Income Tax Expenses

The lower tax expenses in the quarter were driven by the lower operating income, while the comparative quarter in2019 saw higher tax expenses due to the devaluation of the Brazilian Real in that quarter, which resulted in non-cash tax expenses due to differences between the functional currency (US dollar) and tax currency (BRL) withrespect to the value of non-monetary assets. The higher tax expenses in the nine-month period are largely due tothe first-quarter impact of the weakening of the Brazilian Real against the US dollar, which resulted once again inan increase in non-cash tax expenses.

Changes in main assets and liabilities

Unit: RMB’000

Assets and liabilitiesSeptember 30, 2020December 31, 2019% changeExplanation for any major change
Cash at bank and on hand5,733,4134,348,58831.85%Additional loans mainly to support the relocation projects
Accounts receivable8,156,7418,004,1571.91%No Significant change
Inventories11,109,6149,932,65411.85%No Significant change
Investment property3,5283,771-6.44%No Significant change
Long term equity investments13,353133,098-89.97%Gaining control over an equity investee and impairment of an equity investee.
Fixed assets6,758,2416,939,610-2.61%No Significant change
Construction in progress1,085,781788,38637.72%Changes are mainly due to investments as part of China relocation and CIP transferred to fixed assets.
Short-term loans2,026,0512,009,8820.80%No Significant change
Long-term loans2,169,444927,159133.99%Additional loans mainly to support the relocation and working capital
Financial assets at fair value through profit or loss3,04429,510-89.68%Mainly as a result of realization of assets.
Derivative financial assets879,374490,11379.42%Revaluation and realization of derivatives.
Bills receivable128,05026,000392.50%Increase from inclusion of a newly consolidated company
Assets and liabilitiesSeptember 30, 2020December 31, 2019% changeExplanation for any major change
Other receivables1,708,9411,195,25342.98%Mainly increase in receivables included in the securitization program
Derivative financial liabilities1,004,517691,47545.27%Realization and revaluation of derivatives.
Other payables1,468,9511,049,59439.95%Mainly increase in liabilities in respect of securitization transaction
Contract liabilities1,078,082664,22862.31%Seasonality increase mainly due to rebates
Other comprehensive income623,5221,192,681-47.72%Mainly from strengthening of the RMB in relation to the USD which decreased the investment in ADAMA solutions
Treasury shares28,200-100.00%Due to the B-Shares repurchase

a price that shall not exceed 5.70 HKD/share, such that the total funds to be used for the repurchase shall notexceed RMB 132.562 million (including foreign exchange fees, transaction fees and other related fees).Within the period starting at September 16, 2020 and ending on September 30, 2020, the Company repurchased6,255,343 B-Shares by means of centralized price bidding transactions through a B-Shares repurchase account,which account for 0.27% of the Company’s total share capital. Within this period, the highest transaction price was

5.22 HKD/share, the lowest transaction price was 4.93 HKD/share, and the total amount paid amounted to HKD31,835,349 (excluding transaction fees).

Whether the Company sold out the shares which were bought back by means of centralized price bidding

□ Applicable √ Not applicable

III. None completion of Commitments that should have been completed in the Reporting

Period by the Company, actual controller, shareholders, related parties, acquirer, andother committed parties

□ Applicable √ Not applicable

No such cases in the Reporting Period.

IV. Investments on Finance Assets

1. Securities investment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

2. Investment in derivative financial instruments

√ Applicable □ Not applicable

Unit: RMB’000

The party that operates the investmentRelation with the CompanyRelated party transaction or not?TypeInitial investment amountStarting dateExpiring dateInvestment amount at beginning of the periodAmount purchased during the reporting periodAmount sold during the reporting periodImpairment accrued (if any)Investment amount at end of the periodPercentage of investment amount divided by net asset at end of the periodGain/loss during the reporting period
BanksNoNoOption2,078,90804/07/202014/12/20202,078,9082,833,227-3,393,207No1,518,9286.92%111,428
BanksNoNoForward19,122,64022/04/202019/01/202119,122,64035,613,098-35,220,935No19,514,80388.85%259,998
Total21,201,548--21,201,54838,446,325-38,614,142No21,033,73195.77%371,426
Source of fund for the investmentInternal
litigation-related situations (if applicable)N/A
Date of disclosure of Board approval (if any)December 30, 2017
Date of disclosure of Shareholders’ approval (if any)N/A
Risk and control analysis for the reporting period (including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc.)The aforesaid refers to short term hedging currency transactions made with banks. The Group’s transactions are not traded in the market. The Transactions are between the applicable company in the Group and the applicable bank until the expiration date of the transaction, therefore no market risk is involved. Regarding credit and liquidity risk, the Group is working with large and substantial banks only and with some of them the Group has ISDA agreements. As to operational risk, the Group is working with relevant software, which is its back office for all transactions. No legal risk is involved. The actions taken in order to further reduce risks are: ? The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only subsidiary that has hedging positions in the Group in the period was Solutions and its subsidiaries. ? The relevant subsidiaries apply management designed procedures and controls, which among other things, monitor the working process and the controls of the hedging transactions and are quarterly reviewed and annually audited. ? The controllers of the relevant subsidiaries are involved in the process and are monitoring the hedging accounting treatment. Every 2-3 years the internal audit of the relevant subsidiaries’ department is auditing the entire procedure.
Market price or fair value change of investments during the reporting period. Specific methodology and assumptions should be disclosed in the analysis of fair value of the investmentsThe aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks. Segregation of duties as follows: For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant transactions are simple (Options and forwards) for short terms. For fair value methodology see section XI of the annual report, note IX. Fair Value. The exchange rates are provided by the accounting department of the relevant subsidiary and all other parameters are provided by the experts.
Explanation for any significant changes in accounting policies and principles, compared with last reporting periodN/A
Independent Directors’ opinion on the investment in derivative financial instruments and related risk controlsThe derivative investments carried by the Company are for hedging and narrowing down the risk of market fluctuations. The investments respond to the Company’s routine business demands and are in accordance with the relevant laws and regulations. Additionally, the Company has adopted Currency Risk Hedging Policy to strengthen the risk management and control which benefit the Company’s ability to protect against market risk. The derivative investments do not harm the interests of the Company and its shareholders.

V. Progress on the designated projects used the raised funds

√ Applicable □ Not applicable

With the approval of China Securities Regulatory Commission for the issuance of shares to China NationalAgrochemical Co., Ltd. to acquire assets and raise supporting funds (CSRC Permits [2017] No.1096), the Companyissued 104,697,982 ordinary A shares in December 2017, at an issue price of RMB 14.90 per share, raising a totalamount of RMB1,559,999,931.80 (“Raised Funds”). After deducting the underwriting fees of RMB 28, 079,998.78,the net amount received by the Company on 27 December 2017 was RMB 1, 531,919,933.02. Deloitte ToucheTohmatsu Certified Public Accountant LLP verified the amount and issued a capital verification report (De Shi Bao(Yan) Zi (17) No.00540).As of the disclosure date of this Report, the Company has used RMB 400.08 million of the Raised Funds for theacquisition of Anpon; RMB 131.03 million in the product development and registration project; RMB 59.13 million inthe fixed asset investment project; and RMB 127.13 million in the transaction cost, taxes and fees.As of September 30, 2020, the balance of the Raised Funds is RMB 893,731,302.67. The Company intends to usethe above balance (including interest income, and subject to the bank settlement balance on the date oftransfer),with the approval of the shareholders meeting to be held on November 16, 2020, for the payment for the51% equity stake in Shanghai Dibai Plant Protection Co., Ltd. and the 51% equity stake in Jiangsu KelinongAgrochemical Co., Ltd. from Jiangsu Huifeng Agrochemical Co., Ltd.For details, please refer to the Announcement on the Use of the Raised Funds for the Acquisition of the 51% EquityStake in Jiangsu Kelinong Agrochemical Co., Ltd. as well as that in Shanghai Dibai Plant Protection Co., Ltd.(announcement no. 2020-61), Announcement on the Termination of the Use of Raised Funds for Certain DesignatedProjects(announcement no. 2020-26), Announcement on the Change of Certain Designated Projects(announcement no. 2019-17) separately published by the Company on October 29, 2020, April 28, 2020, and March21, 2019.VI. Performance forecast for January-December 2020

Warning of possible loss or considerable YoY change in the accumulative net profit made during the period-beginning to the end of the next reporting period, as well as the reasons:

□ Applicable √ Not applicable

VII. Significant contract in the routine business

□ Applicable √ Not applicable

VIII. Wealth management entrustment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

IX. Illegal provision of guarantees for external parties

□ Applicable √ Not applicable

No such cases in the Reporting Period.

X. Inadequate use of Company’s capital by the controlling shareholder or its related

parties for non-operating purposes

□ Applicable √ Not applicable

No such cases in the Reporting Period.

XI. Information regarding communication with investors

√ Applicable □ Not applicable

DatePlaceReception modeType of visitorName of the visitorAboutIndex
April 27, 2020Not applicablePhone callInstitutional investorsEverbright Securities, CITIC Securities, CICC, Industrial Securities, TF Securities, Shenwan Hongyuan Securities, North East Securities, Haitong Securities, Dongxing Securities, CMS, Zhongtai SecuritiesIntroduction on the Q1 performance. Corresponding slides was published on the website of the Company.Record of the Communications between the Company and the Investors (record number-2020-1) published by the Company on April 29, 2020.
August 20, 2020Not applicablePhone callInstitutional investorsEverbright Securities, CICC, Industrial Securities, TF Securities, Haitong Securities, Dongxing Securities, CMS, Zhongtai Securities, BOC International, Nanjing Securities, HSBC Qianhai Securities, Banc of America SecuritiesIntroduction on the Q2 performance. Corresponding slides was published on the website of the Company.Record of the Communications between the Company and the Investors (record number-2020-2) published by the Company on August 23, 2020.
August 21, 2020Not applicableWebcastingInstitutional investors and natural person investorsNot applicableIntroduction on the H1 and Q2 performance. Corresponding slides was published on the website of the Company.Record of the Communications between the Company and the Investors (record number-2020-3) published by the Company on August 25, 2020.

Section IV - Financial StatementsI. Financial statements

1. Consolidated balance sheet

Prepared by Adama Ltd.

30 September 2020

Unit: RMB’000

ItemSeptember 30, 2020December 31, 2019ItemSeptember 30, 2020December 31, 2019
Current assets:Current liabilities:
Cash at bank and on hand5,733,4134,348,588Short-term loans2,026,0512,009,882
Financial assets held for trading3,04429,510Derivative financial liabilities1,004,517691,475
Derivative financial assets879,374490,113Bills payable349,629321,674
Notes receivable128,05026,000Accounts payable4,681,9944,205,901
Accounts receivable8,156,7418,004,157Contract liabilities1,078,082664,228
Receivables financing37,97978,948Employee benefits payable1,044,8401,211,713
Prepayments283,840377,808Taxes payable410,166369,038
Other receivables1,708,9411,195,253Other payables1,468,9511,049,594
Inventories11,109,6149,932,654Non-current liabilities due within one year1,288,0811,066,243
Other current assets670,500659,195Other current liabilities319,299355,243
Total current assets28,711,49625,142,226Total current liabilities13,671,61011,944,991
Non-current assets:Non-current liabilities:
Long-term accounts receivable132,511170,896Long-term loans2,169,444927,159
Long-term equity investments13,353133,098Debentures payable8,402,4787,965,942
Other equity investments153,405155,062Lease liabilities385,813406,358
Investment property3,5283,771Long-term accounts payable27,43829,021
Fixed assets6,758,2416,939,610Long-term employee benefits payables693,492738,854
Construction in progress1,085,781788,386Provisions158,451176,822
Right-of-use assets503,899536,034Deferred tax liabilities387,133323,304
Intangible assets5,282,6565,835,785Other non-current liabilities432,746404,824
Goodwill4,532,8364,511,193Total non-current liabilities12,656,99510,972,284
Deferred tax assets883,283826,696Total liabilities26,328,60522,917,275
Other non-current assets231,723246,183Owners’ equity:
Total non-current assets19,581,21620,146,714Share capital2,344,1212,446,554
Total assets48,292,71245,288,940Capital reserve13,023,21812,903,168
Less: Treasury share28,200-
Other comprehensive income623,5221,192,681
Special reserves18,28414,927
Surplus reserve240,162240,162
Retained earnings5,743,0005,574,173
Total shareholders’ equity21,964,10722,371,665
Total liabilities and shareholders’ equity48,292,71245,288,940
Ignacio Dominguez Legal representativeAviram Lahav Chief of the accounting workAviram Lahav Chief of the accounting organ

2. Balance sheet of the Company

Unit: RMB’000

ItemSeptember 30, 2020December 31, 2019
Current Assets:
Cash at bank and on hand1,506,7081,423,051
Accounts receivable319,014349,109
Receivables financing11,96911,722
Prepayments6,4806,055
Other receivables39,69414,051
Inventories120,46197,861
Other current assets34,65719,117
Total current assets2,038,9831,920,966
Non-current assets:
Long-term equity investments16,371,41116,371,411
Other equity investments85,49585,495
Investment property3,5283,771
Fixed assets762,383777,476
Construction in progress746,809504,936
Right-of-use assets144486
Intangible assets222,374170,053
Deferred tax assets57,32284,950
Other non-current assets39,06873,668
Total non-current assets18,288,53418,072,246
Total assets20,327,51719,993,212
Current liabilities:
Short-term loans150,000150,000
Bills payables70,46090,190
Accounts payables215,144124,228
Contract liabilities10,2616,748
Employee benefits payable144,864204,238
Taxes payable2,3273,614
Other payables220,997237,266
Non-current liabilities due within one year24,500454
Total current liabilities838,553816,738
Non-current liabilities:
Long-term loans526,500141,960
Lease liabilities-21
Long-term employee benefits payables96,16196,826
Provisions43,85143,238
Other non-current liabilities171,770171,770
Total non-current liabilities838,282453,815
Total liabilities1,676,8351,270,553
Owners’ equity:
Share capital2,344,1212,446,554
Capital reserves15,569,92915,449,878
Less: Treasury share28,200-
Other comprehensive income37,26741,308
Special reserves16,34312,973
Surplus reserves240,162240,162
Retained earnings471,060531,784
Total owners’ equity18,650,68218,722,659
Total liabilities and owners’ equity20,327,51719,993,212

3. Consolidated income statement for the Reporting Period

Unit: RMB’000

ItemJuly-September, 2020July-September, 2019
1. Total operating Income6,768,5836,666,043
Less: Cost of sales4,852,9364,584,191
Taxes and surcharges21,33018,495
Selling and Distribution expenses1,212,4431,164,638
General and Administrative expenses214,970274,247
Research and Development expenses92,027106,943
Financial expenses348,363564,934
Including: Interest expense172,212196,172
Interest income17,24623,000
Add: Investment income, net119,20447,386
Including: Income from investment in associates and joint ventures299944
Gain (loss) from changes in fair value(36,661)273,560
Credit impairment loss(14,460)(23,376)
Asset impairment loss(82,152)(16,626)
Gain (loss) from disposal of assets(173)5,890
2. Operating profit12,272239,429
Add: Non-operating income9,3083,022
Less: Non-operating expense4,8809,486
3. Total profit16,700232,965
Less: income tax expense(3,709)26,870
4. Net profit20,409206,095
4.1 Classified by nature of operations
4.1.1 Continuing operations20,409206,095
4.1.2 Discontinued operations--
4.2 Classified by ownership
4.2.1 Shareholders of the Company20,409206,095
4.2.2 Non-controlling interests--
5. Other comprehensive income net of tax
Other comprehensive income net of tax attributable to shareholders of the Company(716,531)535,389
5.1 Items that will not be reclassified into profit/loss(19,483)(29,628)
5.1.1 Re-measurement of defined benefit plan liability(19,483)(23,079)
5.1.2 FV changes in other equity investment-(6,549)
5.2 Items that were or will be reclassified to profit or loss(697,048)565,017
5.2.1 Effective portion of gains or loss of cash flow hedge(27,290)120,790
5.2.2 Translation differences of foreign financial statements(669,758)444,227
6. Total comprehensive income for the period Attributable to shareholders of the Company(696,122)741,484
7. Earnings per share
7.1 Basic earnings per share (RMB/ share)0.00860.0842
7.2 Diluted earnings per share (RMB/ share)N/AN/A
Ignacio Dominguez Legal representativeAviram Lahav Chief of the accounting workAviram Lahav Chief of the accounting organ

4. Income statement of the Company for the Reporting Period

Unit: RMB’000

ItemJuly-September, 2020July-September, 2019
1. Operating income431,956395,343
Less: Cost of sales354,584286,894
Taxes and surcharges1,4111,625
Selling and Distribution expenses14,13212,885
General and Administrative expenses38,96997,658
Research and Development expenses2,66816,362
Financial expenses (income)13,977(13,275)
Including: Interest expense2,478583
Interest income4,4586,439
Add: Investment income, net2,5832,583
Credit impairment reversal4,457376
Asset Impairment loss(2,581)(3,990)
2. Operating profit10,674(7,837)
Add: Non-operating income82825
Less: Non-operating expense34750
3. Total profit11,155(7,862)
Less: Income tax expense(244)(50,591)
4. Net profit11,39942,729
4.1 Continuing operations11,39942,729
4.2 Discontinued operations--
5. Other comprehensive income net of tax-(6,549)
5.1 Items that will not be reclassified into profit/loss-(6,549)
5.1.1 Re-measurement of defined benefit plan liability--
5.1.2 FV changes in other equity investment-(6,549)
5.2 Items that were or will be reclassified to profit or loss--
6. Total comprehensive income for the period11,39936,180

5. Consolidated income statement for the period from the year-beginning to the end of the Reporting

Period

Unit: RMB’000

ItemJanuary-September, 2020January-September, 2019
1. Total operating Income20,889,62320,282,075
Less: Cost of sales14,757,40613,607,433
Taxes and surcharges67,44764,721
Selling and Distribution expenses3,681,0113,664,412
General and Administrative expenses768,156902,506
Research and Development expenses280,212317,642
Financial expenses:1,191,1551,503,130
Including: Interest expense522,253521,310
Interest income46,87164,534
Add: Investment income (loss), net171,333(467,057)
Including: Income from investment in associates and joint ventures14,69122,668
Gain (loss) from changes in fair value228,8491,157,695
Credit impairment loss(8,871)(20,029)
Asset impairment loss(107,528)(40,435)
Gain from disposal of assets7,521121,404
2. Operating profit435,540973,809
Add: Non-operating income48,32813,833
Less: Non-operating expense18,32125,502
3. Total profit465,547962,140
Less: income tax expense240,489167,407
4. Net profit225,058794,733
4.1 Classified by nature of operations
4.1.1 Continuing operations225,058794,733
4.1.2 Discontinued operations--
4.2 Classified by ownership
4.2.1 Shareholders of the Company225,058794,733
4.2.2 Non-controlling interests--
5. Other comprehensive income net of tax
Other comprehensive income net of tax attributable to shareholders of the Company(569,158)421,918
5.1 Items that will not be reclassified into profit/loss19,890(34,045)
5.1.1 Re-measurement of defined benefit plan liability19,890(37,057)
5.1.2 FV changes in other equity investment-3,012
5.2 Items that were or will be reclassified to profit or loss(589,048)455,963
5.2.1 Effective portion of gains or loss of cash flow hedge(105,575)(31,203)
5.2.2 Translation differences of foreign financial statements(483,473)487,166
6. Total comprehensive income for the period Attributable to shareholders of the Company(344,100)1,216,651
7. Earnings per share
7.1 Basic earnings per share (RMB/ share)0.09290.3248
7.2 Diluted earnings per share (RMB/ share)N/AN/A
Ignacio Dominguez Legal representativeAviram Lahav Chief of the accounting workAviram Lahav Chief of the accounting organ

6. Income statement of the Company for the period from the year-beginning to the end of the Reporting

Period

Unit: RMB’000

ItemJanuary-September, 2020January-September, 2019
1. Operating income1,105,6021,130,769
Less: Cost of sale891,898805,455
Taxes and surcharges4,23210,535
Selling and Distribution expenses31,20455,939
General and Administrative expenses172,307288,608
Research and Development expenses7,22740,826
Financial expenses :9,151(14,529)
Including: Interest expense5,6212,642
Interest income12,96520,772
Add: Investment income (loss), net2,5832,583
Credit impairment loss3,783(1,257)
Asset Impairment loss(5,445)(4,262)
Gain from disposal of assets101-
2. Operating profit(9,395)(59,001)
Add: Non-operating income6,4254,455
Less: Non-operating expense7671,946
3. Total profit(3,737)(56,492)
Less: Income tax expense27,628(61,432)
4. Net profit(31,365)4,940
4.1 Continuing operations(31,365)4,940
4.2 Discontinued operations--
5. Other comprehensive income net of tax(4,041)(1,499)
5.1 Items that will not be reclassified into profit/loss(4,041)(1,499)
5.1.1 Re-measurement of defined benefit plan liability(4,041)(1,499)
5.2 Items that were or will be reclassified to profit or loss--
6. Total comprehensive income for the period(35,406)3,441

7. Consolidated cash flow statement for the period from the year-beginning to the end of the Reporting

Period

Unit: RMB’000

ItemJanuary-September, 2020January-September, 2019
1. Cash flows from operating activities:
Cash received from sale of goods and rendering of services19,666,33018,678,554
Refund of taxes and surcharges156,47550,825
Cash received relating to other operating activities653,446385,343
Sub-total of cash inflows from operating activities20,476,25119,114,722
Cash paid for goods and services13,839,03713,819,496
Cash paid to and on behalf of employees2,751,0862,589,280
Payments of taxes and surcharges289,260579,208
Cash paid relating to other operating activities2,204,8682,032,477
Sub-total of cash outflows from operating activities19,084,25119,020,461
Net cash flows from operating activities1,392,00094,261
2. Cash flows from investing activities:
Cash received from disposal of investments27,99420,173
Cash received from returns of investments54,3047,763
Net cash received from disposal of fixed assets, intangible assets and other long-term assets17,615182,089
Cash received from other investing activities2,67359,687
Sub-total of cash inflows from investing activities102,586269,712
Cash paid to acquire fixed assets, intangible assets and other long-term assets1,301,3091,090,047
Cash paid for acquisition of investments51,435-
Net cash paid to acquire subsidiaries or other business units96,207826,805
Cash paid for other investing activities47,73915,177
Sub-total of cash outflows from investing activities1,496,6901,932,029
Net cash flows from investing activities(1,394,104)(1,662,317)
3. Cash flows from financing activities:
Cash received from borrowings3,852,3542,668,024
Cash received relating to other financing activities74,843132,216
Sub-total of cash inflows from financing activities3,927,1972,800,240
Cash repayment of borrowings1,671,9131,483,578
Cash payment for dividends, profit distributions or interest411,063706,890
Including: dividends paid to non-controlling interest26,17629,209
Cash paid relating to other financing activities320,160894,617
Sub-total of cash outflows from financing activities2,403,1363,085,085
Net cash flows from financing activities1,524,061(284,845)
4. Effect of foreign exchange rate changes on cash and cash Equivalents(147,850)61,806
5. Net increase (decrease) in cash and cash equivalents1,374,107(1,791,095)
Add: Cash and cash equivalents at the beginning of the period4,319,9076,346,196
6. Cash and cash equivalents at the end of the period5,694,0144,555,101

8. Cash flow statement of the Company for the period from the year-beginning to the end of the

Reporting Period

Unit: RMB’000

ItemJanuary-September, 2020January-September, 2019
1. Cash flows from operating activities:
Cash received from sale of goods and rendering of services1,043,8381,357,646
Refund of taxes and surcharges55,55725,691
Cash received relating to other operating activities21,07026,770
Sub-total of cash inflows from operating activities1,120,4651,410,107
Cash paid for goods and services764,441843,164
Cash paid to and on behalf of employees163,232138,028
Payments of taxes and surcharges7,21176,174
Cash paid relating to other operating activities140,369133,914
Sub-total of cash outflows from operating activities1,075,2531,191,280
Net cash flows from operating activities45,212218,827
2. Cash flows from investing activities:
Cash received from returns of investments2,5834,391
Net cash received from disposal of fixed assets, intangible assets and other long-term assets114-
Sub-total of cash inflows from investing activities2,6974,391
Cash paid for acquisition of investments-415,000
Cash paid to acquire fixed assets, intangible assets and other long-term assets311,234214,548
Sub-total of cash outflows from investing activities311,234629,548
Net cash flows from investing activities(308,537)(625,157)
3. Cash flows from financing activities:
Cash received from borrowings601,500190,000
Cash received relating to other financing activities5,91939,886
Sub-total of cash inflows from financing activities607,419229,886
Cash repayment of borrowings192,50092,000
Cash payment for dividends, profit distributions or interest25,221240,028
Cash paid relating to other financing activities28,4008,836
Sub-total of cash outflows from financing activities246,121340,864
Net cash flows from financing activities361,298(110,978)
4. Effect of foreign exchange rate changes on cash and cash Equivalents(8,397)(184)
5. Net increase (decrease) in cash and cash equivalents89,576(517,492)
Add: cash and cash equivalents at the beginning of the period1,395,9942,005,313
6. Cash and cash equivalents at the end of the period1,485,5701,487,821

II. Adjustments of the financial statements

1. Opening balance adjustments due to adoption of new accounting standards for financial instruments,

revenue and leases

□ Applicable √ Not applicable

2. Retrospective adjustments due to adoption of new accounting standards for financial instruments,

revenue and leases

□ Applicable √ Not applicable

III. Auditor’s reportIs this Report audited?

□ Yes √ NoThis Report is unaudited.

ADAMA Ltd.October 29, 2020


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