安道麦B：2021年年度报告（英文版）.PDF

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1、ADAMA Ltd. Annual Report 2021 1 c ADAMA LTD. ANNUAL REPORT 2021 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

2、-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 differentiat

3、ed 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. March 2022 ADAMA Ltd. Annual Report 2021 2 Section I - Important Notice, Table of Contents and Definitions

4、The Companys 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 arisi

5、ng therefrom. Ignacio Dominguez, the person leading the Company (President and Chief Executive Officer) as well as its legal representative and the person leading the accounting function (acting Chief Financial Officer), hereby assert and confirm the truthfulness, accuracy and completeness of the Fi

6、nancial Report. All of the Companys 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

7、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 2022 and possible risks in “VIII. Outlook of the

8、Companys future development” in Section III. The major risks of the Company include, among others, exchange rate fluctuations; exposure to interest rate, Israel CPI and NIS exchange rate fluctuations; fluctuations in raw material inputs and prices, and in sales. Investors and other relevant people a

9、re cautioned to be sufficiently mindful of investment risks. For the complete “Risk factors and countermeasures” of the Company, please see the relevant section below. The pre-plan of the dividend distribution approved by the meeting of the Board of Directors on March 29, 2022 refers to the total ou

10、tstanding 2,329,811,766 shares of the Company on February 28, 2022 as the basis for the distribution as cash dividend of RMB 0.08 (before tax) 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.

11、 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. ADAMA Ltd. Annual Report 2021 3 Table of Contents Section I - Important Notice, Table of Contents and Definitions. 2 Section II

12、 - Corporate Profile and Financial Results . 6 Section III - Performance Discussion and Analysis . 12 Section IV - Corporate Governance. 64 Section V - Environment and Social Responsibilities . 89 Section VI - Significant Events . 96 Section VII - Change in Shares & Shareholders . 136 Section VIII -

13、 Preferred stock . 149 Section IX - Corporate Bonds . 150 Section X - Financial Report . 151 ADAMA Ltd. Annual Report 2021 4 Contents of Documents Available for Reference (I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of the Accounting Organ

14、. (II) Duly signed Auditors Report and seals the certified public accountants. (II) Originals of all Companys documents previously disclosed in media designated by the CSRC as well as the originals of all the public notices, were deposited in the Companys office. ADAMA Ltd. Annual Report 2021 5 Defi

15、nitions In this Report, the following terms have the meaning appearing alongside them, unless otherwise specified: General Terms Definition Company, the Company ADAMA Ltd. Adama Solutions Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, incorporated in Israel according to

16、 its laws Anpon, ADAMA Anpon ADAMA Anpon (Jiangsu) 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

17、, the Group, ADAMA The Company, including all its subsidiaries, unless expressly stated otherwise ChemChina China National Chemical Co., Ltd. ChemChina-Syngenta Transaction The acquisition of Syngenta AG by ChemChina in 2017 CNAC China National Agrochemical Co., Ltd. CSRC China Securities Regulatory

18、 Commission SZSE Shenzhen Stock Exchange SASAC State Assets Supervision and Administration Commission of China Syngenta Group Syngenta Group Co., Ltd., the controlling shareholder of the Company as of June 15, 2020, a wholly-owned subsidiary of CNAC Sinochem Holdings Sinochem Holdings Corporation Lt

19、d. Sinochem Group Sinochem Holdings including all its subsidiaries unless otherwise indicated or the context otherwise requires Report This 2021 Annual Report Financial Report The Financial Reports for the year 2021, as contained in this Report Reporting Period, this Period, Current Year Year 2021 C

20、ompany Law Company Law of the Peoples Republic of China Securities Law Securities Law of the Peoples Republic of China Listing Rules Listing Rules of the SZSE ADAMA Ltd. Annual Report 2021 6 Section II - Corporate Profile and Financial Results I. Corporate information Stock name ADAMA A, ADAMA B Sto

21、ck 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 addre

22、ss No. 93, East Beijing Road, Jingzhou, Hubei Zip code 434001 Company website Email II. Contact information Board Secretary Securities Affairs Representative Investor Relations Manager Name Guo Zhi Wang Zhujun Address 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang Dis

23、trict, Beijing Tel. 010-56718110 010-56718110 Fax 010-59246173 010-59246173 E-mail ADAMA Ltd. Annual Report 2021 7 III. Information disclosure Website of the Stock Exchange on which the Company Discloses its Annual Report China Securities Journal Securities Times Ta Kung Pao Media and Website on whi

24、ch the Company Discloses its Annual Report http:/ Location on which 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 pe

25、riod. Changes of controlling shareholder (if any) The Company was reorganized as Hubei Sanonda Co., Ltd. in 1992 after being approved by departments of Commission for Reorganization of Hubei Province. The largest shareholder of the Company was Shashi State-Owned Assets Administration Bureau. In 1994

26、, the original Shashi State-Owned Assets Administration Bureau and Jiangling State-owned Assets Administration Bureau were classified as Jingsha State-Owned Assets Administration Bureau. Therefore, the shares of the Company held by Shashi State-Owned Assets Administration Bureau and Jiangling State-

27、Owned Assets Administration Bureau were all held by Jingsha State-Owned Assets Administration Bureau, and Jingsha State-Owned Assets Administration Bureau became the controlling shareholder of the Company. In 1996, according to the Reply of Hubei Provincial Peoples Government on Authorization of San

28、onda Group Co., Ltd. Operating the State-Owned Assets (EZBH1995 No.92), Jingsha State-Owned Assets Administration Bureau set up Sanonda Group Co., Ltd. (renamed “Jingzhou Sanonda Holdings Co., Ltd.”). On March 20, 2005, Jingzhou State-Owned Assets Administration Bureau and China Mingda Chemical and

29、Mining Corporation (later renamed China National Agrochemical Co., Ltd.,CNAC) signed the Asset Transfer Agreement of Sanonda Group Co., Ltd, and CNAC received 100% equity of Sanonda Group Co., Ltd, from Jingzhou State-Owned Assets Administration Bureau. After the completion of the above transfer, th

30、e actual controller of the Company was changed from Jingzhou State-Owned Assets Administration Bureau to SASAC. In July, 2017, the Company received the Approval on Issuing Shares by Hubei Sanonda Co., Ltd. to China National Agrochemical Corporation for Acquiring Assets and Raising Supporting Funds (

31、CSRC license No. 20171096). CSRC approved of the Companys issuance of 1,810,883,039 shares to China National Agrochemical Corporation for the purchase of 100% equity of ADAMA Solutions held by it. After the completion of the major assets restructuring, ADAMA Ltd. Annual Report 2021 8 the controlling

32、 shareholder of the Company was changed from Jingzhou Sanonda Holdings Co., Ltd. to CNAC. In June, 2020, CNAC transferred 1,810,883,039 shares of the Company held by it to Syngenta Group free of charge and completed the registration procedures for the above transferred shares. After the completion o

33、f the share transfer, Syngenta Group has become the direct controlling shareholder of the Company. During the reporting period, the controlling shareholder of the Company did not change. V. Other information The Accounting Firm Engaged by the Company Companys Auditors Name Deloitte Touche Tohmatsu C

34、ertified Public Accountants LLP Office address 30/F, Bund Center, 222 Yan An Road East, Shanghai PRC Signing Certified Public Accountant Mou Zhengfei and Ji Yuting Sponsor engaged by the Company to continuously perform its supervisory function during the Reporting Period Applicable Not applicable Fi

35、nancial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period Applicable Not applicable ADAMA Ltd. Annual Report 2021 9 VI. Main accounting and financial results Whether the Company performed any retroactive adjustments to or restatement of its a

36、ccounting data Yes No 2021 2020 +/- (%) 2019 Operating revenue (RMB000) 31,038,605 28,444,833 9.12% 27,563,239 Net profit attributable to the shareholders (RMB000) 157,397 352,753 -55.38% 277,041 Net profit attributable to the shareholders, excluding non-recurring profit and loss (RMB000) 77,853 287

37、,724 -72.94% 610,059 Net cash flows from operating activities (RMB000) 4,561,875 2,023,015 125.50% 843,487 Basic EPS (RMB/share) 0.0676 0.1505 -55.08% 0.1132 Diluted EPS (RMB/share) N/A N/A N/A N/A Weighted average return on equity 0.74% 1.61% -0.87% 1.23% 31.12.2021 31.12.2020 +/- (%) 31.12.2019 To

38、tal assets (RMB000) 50,235,308 46,801,034 7.34% 45,288,940 Net assets attributable to the shareholders (RMB000) 21,075,083 21,353,752 -1.31% 22,371,665 The net income before or after deduction of non-recurring profit or loss for the last three fiscal years is negative no matter which amount is less

39、and the audit report for the most recent year shows that there is uncertainty about the companys ability to continue its operation. Yes No The less amount of the net income before and after extraordinary gain or loss is negative Yes No VII. Differences in accounting data under domestic and foreign a

40、ccounting 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 None during the Reporting Period. 2. Differences in the net profit and the net assets disclosed in the fi

41、nancial reports prepared under Chinese and foreign accounting standards Applicable Not applicable None during the Reporting Period. ADAMA Ltd. Annual Report 2021 10 3. Explanation on the differences in accounting data Applicable Not applicable VIII. Main Financial results by quarter Unit: RMB000 Q1

42、2021 Q2 2021 Q3 2021 Q4 2021 Operating revenue 7,187,164 7,876,616 7,424,584 8,550,241 Net profit attributable to the shareholders 148,784 218,252 -370,952 161,313 Net profit attributable to the shareholders excluding non-recurring profit and loss 121,678 200,445 -384,112 139,842 Net cash flows from

43、 operating activities -837,773 2,329,066 690,694 2,379,888 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 ADAMA Ltd. Annual Report 2021 11 IX. Non-Recurring profit/loss Applicable Not

44、applicable Unit: RMB000 Item 2021 2020 2019 Note Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions) 846 69,710 127,073 Government grants charged to the profit/loss for the Reporting Period (except for the government grants closely related to

45、 the regular operation of the Company and continuously given at a fixed quota or amount in accordance with certain standards) 38,543 41,871 27,410 Profit or loss of subsidiaries generated before combination date of a business combination involving enterprises under common control - - 38,027 Profit o

46、r loss arising from contingencies other than those related to normal operating business - - (45,989) Recovery or reversal of provision for bad debts which is assessed individually during the years 32,487 26,102 25,821 Other non-operating income and expenses other than the above 12,503 19,989 (40,992

47、) Other profit or loss that meets the definition of non-recurring profit or loss 13,191 (62,855) (574,500) Mainly provision for early retirement plan of employees at the Companys Israeli manufacturing facilities. Less: Income tax effects 18,026 29,788 (110,132) NCI (after tax) - - Total 79,544 65,02

48、9 (333,018) Details of other profit and loss items that meet the definition of non-recurring profit or loss. Applicable Not applicable Mainly provision for early retirement plan of employees at the Companys Israeli manufacturing facilities as explained above in the note. Explanation of non-recurring

49、 items of profit or loss listed in Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public-Non-Recurring Profit and Loss reclassified as recurring items of profit or loss Applicable Not applicable No such cases during the Reporting Period. ADAMA

50、 Ltd. Annual Report 2021 12 Section III - Performance Discussion and Analysis I. Industry in which the Company operates during the reporting period General environment and the effect of external factors on the Companys operations As a global leader in the crop protection industry, major trends, even