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沙隆达B:2018年第三季度报告附件(英文版)2018-10-31  

						   ADAMA DELIVERS RECORD SALES IN THIRD QUARTER AND FIRST
       NINE MONTHS IN SPITE OF EUROPE DROUGHT DRAG
   Q3 Sales up 3.4% to a record $872 million
    Continued volume growth driven by demand for differentiated products and market share
     gains in all key regions, despite worst drought in 40 years across most of Europe, which
     reduced demand for high-end fungicides by several tens of millions. Global growth outside
     Europe was 10.0% in the quarter
    In constant currency terms, Q3 sales grew by 10.7%
    Continued price increases of 6% supported by solid demand conditions, largely offsetting
     softer currencies
    As previously communicated, the negative impact of 2017 European hedge positions largely
     ended in the first half of the year, and had negligible impact in the third quarter
    Nine-month sales grew 8.0% to a record $2,918 million (up 9.2% in constant currency terms),
     driven by 5.7% growth in volumes and increased prices. Growth outside Europe was 13.1% in
     the nine-month period
    Excluding the negative impact of hedge positions on European currencies created in
     2017, sales over the nine-month period grew 9.4% to $2,957 million
   Q3 Gross profit of $279 million vs. $298 million Q3 record last year, largely due to
   European drought reducing sales of high-end fungicides, and thereby gross profit by
   several tens of millions
    Gross margin of 32.0% vs 35.4% in Q3 last year
    Strong price increases and continued differentiated volume growth offset by softer currencies
     and higher procurement costs
    Gross profit over the nine-month period up 1.1% to a record $972 million, with gross margin of
     33.3% vs. 35.6% in the same period last year
    Excluding the 2017 European hedge impact, gross profit over the nine-month period
     was $1,011 million and gross margin 34.2%
   Operating cost, collection and supply chain discipline result in improved cost/sales ratio,
   record low receivable and inventory days, and improved working capital/sales ratio
   Q3 EBITDA of $140 million vs. $161 million Q3 record last year
    EBITDA margin of 16.0% vs 19.1% in Q3 last year
    EBITDA over the nine-month period of $518 million (margin of 17.8%) vs. $546 million nine-
     month record (margin of 20.2%) in the same period last year
    Excluding the 2017 European hedge impact, EBITDA over the nine-month period was
     $558 million and EBITDA margin 18.9%
   Q3 Net income of $46 million compared to last year’s Q3 record of $55 million
    Net income margin of 5.3% vs 6.5% in Q3 last year
    Net income over the nine-month period of $203 million (margin of 7.0%) vs. $255 million nine-
     month record (margin of 9.4%) in the same period last year
    Excluding the 2017 European hedge impact, net income over the nine-month period
     was $242 million and net income margin 8.2%
   Continued strong cash flow generation
    Operating Cash Flow of $99 million in Q3 and $221 million over the nine-month period
    Free Cash Flow generation of $52 million in Q3 and $93 million over the nine-month period
   Significant $327 million reduction in balance sheet net debt over the last 12 months to
   $435 million
    Net debt / EBITDA ratio of 0.7x vs. 1.2x at same point last year

                                                1
BEIJING, CHINA and TEL AVIV, ISRAEL, October 30, 2018 – Adama Agricultural Solutions Ltd.
(“Solutions”), together with Hubei Sanonda Co., Ltd. (the “Listed Entity”), to be named ADAMA
(together, “ADAMA” or “the Combined Company”), today reported their combined consolidated
financial results for the third quarter and nine-month period ended September 30, 2018.


                                                                                                      9M 2018
                                                                %                               %
   Adjusted, US$m                      Q3 2018 Q3 2017                   9M 2018 9M 2017             (ex. ‘17 EU
                                                              Change                          Change
                                                                                                       hedge)
   Revenues                               872       844        3.4%       2,918     2,702     8.0%          2,957
   Gross profit                           279       298       -6.5%         972       962     1.1%          1,011
      Gross margin                     32.0%      35.4%                  33.3%      35.6%                   34.2%
   Operating income (EBIT)                 87       108    -19.9%           359       391     -8.1%           399
      EBIT margin                      10.0%      12.9%                  12.3%      14.5%                   13.5%
   Net income                              46        55    -16.3%           203       255    -20.2%           242
      Net income margin                  5.3%      6.5%                   7.0%       9.4%                    8.2%
   EBITDA                                 140       161    -13.5%           518       546     -5.1%           558
      EBITDA margin                    16.0%      19.1%                  17.8%      20.2%                   18.9%
   Earnings per share     –   USD     0.0188    0.0235                  0.0830    0.1088
                          –   RMB     0.1281    0.1570                  0.5367    0.7429

All income statement items contained in this release are presented on a combined, adjusted basis, reflecting the
performance of the Combined Company. For a detailed description and analysis of the differences between the adjusted
income statement items and the items as reported in the financial statements, see “Analysis of Gaps between Adjusted
Income Statement and Income Statement in Financial Statements” in the appendix to this release.
Revenue growth in constant currencies in the third quarter was 10.7%, and 9.2% in the nine-month period.
Earnings per share are the same for basic and diluted. The number of shares used to calculate earnings per share in Q3
2017 is 2,341.9 million shares. The number of shares used to calculate earnings per share in Q3 2018 is 2,446.6 million
shares, reflecting the issuance of shares in the private placement equity offering.


Commenting on the results, Yang Xingqiang, Chairman of ADAMA’s Board of Directors, said,
“The harsh drought in Europe stopped us short of achieving a great quarter, as the need for our
leading fungicide products was absent. However, ADAMA continues to prove its ability to grow
strongly elsewhere, and has once again posted record revenues in both the quarter and the nine-
month period. The Company’s strong commercial and operational efficiency allowed us to deliver
robust cash flow generation and lowest ever leverage level, ensuring that ADAMA can look to the
future with confidence, and continue to execute on its growth strategy.”

Chen Lichtenstein, President and CEO of ADAMA, added, “The extraordinarily dry summer in
Europe this year has been the toughest we have seen in decades, impacting our top line and profit
in the quarter. In spite of this challenge, we continue to grow our business and gain share in key
markets across the globe. In addition, expense discipline and working capital management mitigated
the impact and we continue to generate strong cash flow. We continue to invest in the expansion
and further differentiation of our product portfolio, building on our strong foundations to drive growth
and profits going forward.”




                                                          2
Performance in Context of Market Environment
The third quarter saw extreme drought conditions across most of Europe. The unprecedented dry
weather led to reduced disease pressure, impacting sales of high-margin fungicides. This resulted in
lower sales and gross profit contribution from Europe, which moderated the Combined Company’s
overall growth and adversely impacted the gross margin.
Softness of many currencies during the third quarter, most notably in Brazil (which seem to be
reversing), India, Turkey and Argentina, impacted sales and profit contribution, yet was more than
offset by the strong growth and price increases.
As previously communicated, the negative impact of 2017 European hedge positions largely ended
in the first half of the year, and had negligible impact on the Q3 2018 results. There was, however, a
marked effect over the nine-month period, with a negative impact of almost $40 million on sales and
profits.
ADAMA continues to deliver robust growth, driven by the introduction of new and differentiated
products, and increased penetration in markets across the globe.
The Combined Company continues to maintain manufacturing cost discipline. Shortage in certain
raw materials and intermediates, mostly owing to increased environmental focus in China, led to
higher procurement costs and to some extent limited even greater volume growth.
Robust demand conditions facilitated increased prices in the quarter of approximately 6% across the
portfolio.
The Company continues to advance collaboration opportunities with other ChemChina group entities,
as well as other entities in China, to make the most of its positioning.
The Company is to enter into an agreement, through a US affiliate, to acquire Bonide Products Inc.,
a provider of pest-control solutions for the consumer Home & Garden market with 2017 sales of
approximately $70 million. With a nationwide distribution network, Bonide will provide enhanced
access to an approximately $1.5 billion market. The acquisition is expected to close by the end of
2018, subject to customary closing conditions and required regulatory approvals.

Financial Highlights
Revenues grew by 3.4% in the quarter and by 8.0% in the nine-month period in US dollar terms,
compared to the corresponding periods last year. In constant currency terms, revenues grew by
10.7% in the quarter and by 9.2% in the nine-month period, compared to the corresponding periods
last year. Excluding the 2017 European hedge impact, revenues increased by 9.4% to $2,957
million in the nine-month period, compared to the corresponding period last year.
This increase was driven by volume growth of 3.8% in the quarter and 5.7% in the nine-month
period. Especially strong performance was recorded in Latin America, India, Middle East and Africa
as well as in Asia-Pacific, which more than offset the tens of millions of sales missed due to the
severe drought in Europe. In addition to the volume growth, improved demand conditions facilitated
a stronger pricing environment, largely compensating for the softer currencies and allowing the
passing on of some of the impact of the constrained supply and higher procurement costs.

Gross profit in the quarter was lower by 6.5% to $279 million (gross margin of 32.0%), while gross
profit in the nine-month period increased by 1.1% to $972 million (gross margin of 33.3%), compared
to the corresponding periods last year. Excluding the 2017 European hedge impact, gross profit
increased by 5.1% to $1,011 million (gross margin of 34.2%) in the nine-month period, compared to
the corresponding period last year.



                                                  3
The lower gross profit in the quarter reflects primarily the impact of the missed high-margin sales in
Europe due to the drought in the region, particularly of fungicides, which hurt gross profit by tens of
millions. Apart from the drought impact, strong volume growth and increased prices more than offset
continued higher procurement costs of raw materials and intermediates and the softer currencies,
most notably the Brazilian Real and the Indian Rupee.

Operating expenses. Total operating expenses were contained at $192 million (22.0% of sales) in
the quarter and $612 million (21.0% of sales) in the nine-month period, while accommodating
significantly higher sales, compared to $190 million (22.5% of sales) and $571 million (21.1% of
sales) in the corresponding periods last year, respectively.

Sales and Marketing expenses in the quarter were $144 million (16.5% of sales), in line with $143
million (17.0% of sales) in the corresponding period last year. Sales and Marketing expenses in the
nine-month period were $463 million (15.9% of sales), compared to $432 million (16.0% of sales) in
the corresponding period last year. This resulted primarily from an increase in sales, marketing and
product development teams in growing geographies and higher other variable expenses as a result
of the increased sales volumes.

General and Administrative expenses in the quarter were $28 million (3.2% of sales) compared to
$36 million (4.3% of sales) in the corresponding period last year. This decrease resulted primarily
from lower personnel-related expenses, as well as reversal of provisions related to successful
resolution of legal claims. General and Administrative expenses in the nine-month period were $103
million (3.5% of sales) compared to $102 million (3.8% of sales) in the corresponding period last
year.

R&D expenses in the quarter were $16 million (1.8% of sales) compared to $9 million (1.1% of sales)
in the corresponding period last year. R&D expenses in the nine-month period were $40 million (1.4%
of sales) compared to $28 million (1.0% of sales) in the corresponding period last year. These
increases resulted primarily from higher spend on strategic research and development projects.

In addition to these factors, operating expenses in the third quarter benefited somewhat from the
softer currencies against the US dollar.

Operating income in the quarter was $87 million and $359 million in the nine-month period, lower
by 19.9% and 8.1% compared to the corresponding periods last year, respectively. Excluding the
2017 European hedge impact, operating income increased by 2.0% to $399 million in the nine-
month period, compared to the corresponding period last year.

EBITDA in the quarter was $140 million and $518 million in the nine-month period, lower by 13.5%
and 5.1% compared to the corresponding periods last year, respectively. Excluding the 2017
European hedge impact, EBITDA increased by 2.1% to $558 million in the nine-month period,
compared to the corresponding period last year.

Financial expenses and investment income. Total net financial expenses and investment income
in the quarter were $30 million compared to $34 million in the corresponding period last year. This
decrease was primarily due to foreign exchange income related to balance sheet positions and
lower interest costs due to reduced debt levels. These were partially offset by the adoption of a new
accounting standard (which classifies interest income on sales as revenue) and an increase in costs
of the CPI-linked bonds as a result of the increase in the Israeli CPI over the quarter, compared to a
decrease in the index in the corresponding quarter last year. Total net financial expenses and
investment income in the nine-month period were $97 million compared to $95 million in the
corresponding period last year, reflecting the adoption of the new accounting standard and the
increase in bond costs due to the higher Israeli CPI, largely offset by lower interest costs due to
reduced debt levels.

                                                  4
Tax expenses. Net tax expenses were $11 million in the quarter, compared to $19 million in the
corresponding period last year. This decrease was primarily due to lower profits accrued. Net tax
expenses in the nine-month period were $59 million compared to $41 million in the corresponding
period last year, reflecting mainly the devaluation of net, non-cash tax assets as a result of the
weakening of the Brazilian Real against the US dollar, a trend which seems to be reversing.

Net income in the quarter was $46 million and $203 million in the nine-month period, compared to
$55 million and $255 million in the corresponding periods last year, respectively. Excluding the 2017
European hedge impact, net income was lower by 4.8% at $242 million in the nine-month period,
compared to the corresponding period last year.

Working capital was higher by only $51 million compared to the corresponding point last year,
accommodating the strong sales growth momentum of more than $300 million during this period.

Inventories were higher due to significant product preparation in advance of the upcoming season,
as well as the higher procurement costs. Notwithstanding the stronger growth momentum, due to the
continued implementation of advanced supply chain alignment, inventory days have reached record
low levels.

Strong collection and the impact of currencies have driven receivables lower in the third quarter and
compared to the same period last year, notwithstanding continued sales growth in the quarter and
over the last 12 months. Ongoing control of credit has resulted in receivable days at their record best
levels for this time of year.

Net working capital has also benefited from a higher level of payables in comparison to the same
point last year.

Cash Flow. Operating cash flow of $99 million was generated in the third quarter compared to $41
million in the same period last year. Over the nine month period, operating cash flow of $221 million
was generated, compared to $369 million generated in the corresponding period last year. Strong
working capital discipline facilitated the continued generation of robust operating cash flow, while
accommodating the significant sales growth.

Net cash used in investing activities amounted to $44 million in the quarter and $85 million in the
nine-month period, compared to $54 million and $125 million invested in the corresponding periods
last year, respectively. Additions to assets include investments in product registrations and other
intangible and fixed assets, including the transfer of products in Europe from Syngenta in the first
quarter of 2018. Proceeds from disposal of assets include the divestment of certain products in
Europe in the first quarter of 2018 in connection with the approval of the European Commission for
ChemChina’s acquisition of Syngenta, while in 2017 similarly includes one-time proceeds resulting
from the divestment of certain products in the US in the second quarter of 2017 in connection with
the approval of the US FTC for ChemChina’s acquisition of Syngenta, as well as the sale of non-
core assets. Investments in fixed assets, net of investment grants, amounted to $22 million in the
quarter, and $77 million in the nine-month period, compared to $33 million and $77 million invested
in the corresponding periods last year, respectively.

Free cash flow of $52 million was generated in the quarter and $93 million in the nine-month period,
compared to $19 million used and $192 million generated in the corresponding periods last year,
respectively.

Leverage: Balance sheet net debt at the end of the quarter was $435 million, down by $327 million
compared to net debt of $762 million as of September 30, 2017. This puts the Combined Company’s
net debt/EBITDA ratio at 0.7x, compared to 1.2x at the same time last year.


                                                  5
                                         Regional Sales Performance
                               Q3 2018   Q3 2017   Change   Change   9M 2018   9M 2017   Change   Change
                                 $m        $m       USD      CER       $m        $m       USD      CER

Europe                           168       206     -18.5%   -19.2%     870       892      -2.5%    -5.0%

North America                    124       125      -1.0%    -0.9%     530       486     +9.0%    +8.5%

Latin America                    277       231     +20.2%   +40.2%     588       497     +18.4%   +30.4%

Asia Pacific                     131       125     +4.9%    +8.4%      487       444     +9.7%    +6.8%

Of which China                    59        61      -3.8%    -0.7%     231       187     +23.4%   +18.3%

India, Middle East & Africa      172       157     +9.7%    +17.7%     442       383     +15.4%   +18.7%

  Total                          872       844     +3.4%    +10.7%    2,918     2,702    +8.0%    +9.2%

CER: Constant Exchange Rates


Europe: Sales were lower by 19.2% in the quarter and by 5.0% in the nine-month period in
constant currency terms, compared with the corresponding periods last year.
The unprecedented drought that began towards the end of the second quarter continued
throughout the third quarter, resulting in a decline in highly profitable sales in the region. The dry
weather caused a reduction in disease and insect pressure, mainly impacting sales of high margin
fungicides, as well as delaying the planting of the winter cereal crops, pushing some herbicide
sales into the fourth quarter.
New products were registered in the quarter, including TRIVOR, a unique insecticide combination
product for sucking pests in citrus, as well as NIKITA, a novel three-way herbicide mixture with
triple modes-of-action for corn, both in Italy.
In US dollar terms, sales in Europe were lower by 18.5% in the quarter and by 2.5% in the nine-
month period compared with the corresponding periods last year. Excluding the 2017 European
hedge impact, sales in the region increased by 1.9% to $909 million in the nine-month period.
North America: Sales were lower by 0.9% in the quarter, yet increased by 8.5% in the nine-month
period in constant currency terms, compared with the corresponding periods last year.
The slight decline in sales in the quarter was largely due to dry weather conditions in Texas and
Western Canada, which was largely offset by increased selling prices.
In the US, the generally stronger pricing environment continued in the face of industry-wide supply
shortages, compensating for the higher procurement costs.
Consumer and Professional Solutions continues to perform well, with strong momentum in both
professional pest and industrial vegetation management.
In US dollar terms, sales in North America were lower by 1.0% in the quarter, yet increased by 9.0%
in the nine-month period, compared to the corresponding periods last year.
Latin America: Sales increased by 40.2% in the quarter and by 30.4% in the nine-month period in
constant currency terms, compared with the corresponding periods last year. This strong
performance was a result of recent product launches, alongside increased pricing across most
countries in the region.



                                                       6
ADAMA continued to grow strongly in Brazil, with a robust increase in volumes and increased
prices partially compensating for the volatility of the Brazilian Real.
During the third quarter, the recently launched CRONNOS TOV exceeded expectations both in
Brazil as well as in Paraguay, with strong market acceptance of this novel three-way mixture
fungicide meeting unmet needs in soybean rust.
In US dollar terms, sales in Latin America increased by a significant 20.2% in the quarter and by
18.4% in the nine-month period compared with the corresponding periods last year, reflecting the
softness of local currencies.
Asia-Pacific: Sales increased by 8.4% in the quarter and by 6.8% in the nine-month period in
constant currency terms, compared with the corresponding periods last year.
The robust performance in the quarter was driven by increased volumes and prices,
notwithstanding the continued severe drought conditions in Australia and Indonesia.
In China, sales of branded and formulated products continue to grow strongly, as ADAMA
continues to expand its product portfolio and geographic reach, and despite typhoon conditions in
the south of the country in August. A number of new registrations were obtained, including the
herbicide AGIL in potato, the insecticide GALIL in citrus, and BANJO FORTE a broad-spectrum
fungicide in pepper. ADAMA is markedly shifting away from selling unformulated, technical product
to intermediaries, by prioritizing the sale rather of distinctive branded, formulated products through
both its domestic and global commercial networks, and in so doing benefiting from the full product
positioning as well as end-to-end margin.
Thailand, Korea, and Japan performed well, supported by an expanded and increasingly
differentiated portfolio and favorable weather conditions. In spite of the continued drought in
Australia, ADAMA continues to grow its share in the country.
ADAMA registered a number of new and differentiated products, including RIMON FAST, a
unique mixture insecticide in the Philippines, OUTSHINE, a differentiated combination herbicide
for cereals in Australia, as well as BREVIS, ADAMA’s unique fruit thinner for apples in Australia,
and NIMITZ, the proprietary nematicide in Vietnam.
In US dollar terms, sales increased by 4.9% in the quarter, while sales increased by 9.7% in the
nine-month period, compared to the corresponding periods last year.
India, Middle East & Africa: Sales grew by 17.7% in the quarter and by 18.7% in the nine-month
period in constant currency terms, compared with the corresponding periods last year, driven by
significant volume growth as well as substantial price increases, as a result of strong demand for
the Combined Company’s portfolio and generally favorable weather conditions.
India saw solid growth in the quarter. ADAMA continues to expand its portfolio of differentiated
products in the country, with the launch in the quarter of BARAZIDE, a tailor-made mixture
insecticide developed specifically for the Indian market, SHAMIR a novel fungicide with dual
modes of action and NIMROD, a systemic fungicide with both protective and curative activity
against powdery mildew.
Sales in Africa grew strongly in the quarter, with South Africa enjoying a robust recovery after the
breaking of the drought in the Cape, and as well as significant growth in West Africa.
In US dollar terms, sales increased by a strong 9.7% in the quarter and 15.4% in the nine-month
period, compared to the corresponding periods last year, with the softness of local currencies,
most notably the Indian Rupee and Turkish Lira, against the US dollar, somewhat moderating the
strong growth in constant currency terms.




                                                   7
Further Information
All filings of the Combined Company, together with a presentation of the key financial highlights of
the period, can be accessed through the websites of the Combined Company at www.adama.com
and www.sanonda.cn.


##


About the Combined Company
The Combined Company, which will be named ADAMA subject to required approvals, is comprised
of Adama Agricultural Solutions Ltd. and Hubei Sanonda Ltd., and is one of the world's leading
crop protection companies. We strive to Create Simplicity in Agriculture – offering farmers effective
products and services that simplify their lives and help them grow. With one of the most
comprehensive and diversified portfolios of differentiated, quality products, our 6,600 strong team
reaches farmers in over 100 countries, providing them with solutions to control weeds, insects and
disease, and improve their yields. For more information, visit us at www.adama.com and follow us
on Twitter at @AdamaAgri.


Contact
Wayne Rudolph                            Zhujun Wang
Head of Investor Relations               China Investor Relations
Email: ir@adama.com                      Email: irchina@adama.com




                                                   8
Abridged Consolidated Financial Statements
The following abridged consolidated financial statements and notes have been prepared as
described in Note 1. While prepared based on the principles of PRC GAAP, they do not contain all
of the information which either PRC GAAP or IFRS would require for a complete set of financial
statements and should be read in conjunction with the consolidated financial statements of both
Hubei Sanonda Co., Ltd and Adama Agricultural Solutions Ltd. as filed with the Shenzhen and Tel
Aviv Stock Exchanges, respectively.

Abridged Consolidated Income Statement for the Third Quarter
                                                             Q3 2018            Q3 2017             Q3 2018             Q3 2017
Adjusted1
                                                             USD(m)             USD(m)              RMB(m)              RMB(m)
Revenues                                                         872                 844                5,929                  5,624
Cost of Sales                                                    591                 543                4,019                  3,618
Business taxes and surcharges                                       2                   2                  12                      16
Gross profit                                                     279                 298                1,897                  1,990
% of revenue                                                  32.0%               35.4%                32.0%                   35.4%
Operating expenses                                               192                 190                1,307                  1,267
Operating income (EBIT)                                           87                 108                  590                     723
% of revenue                                                  10.0%               12.9%                10.0%                   12.9%
Financial expenses and investment income                          30                  34                  203                     226
Income before taxes                                               57                  75                  387                     498
Taxes on Income                                                   11                  19                   73                     130
Net income                                                        46                  55                  313                     368
% of revenue                                                   5.3%                6.5%                 5.3%                    6.5%
EBITDA                                                           140                 161                  949                  1,078
% of revenue                                                  16.0%               19.1%                16.0%                   19.1%

Earnings per Share – Basic                                  0.0188              0.0235               0.1281                  0.1570
                           – Diluted                        0.0188              0.0235               0.1281                  0.1570


The number of shares used to calculate earnings per share in Q3 2017 is 2,341.9 million shares. The number of shares used to
calculate earnings per share in Q3 2018 is 2,446.6 million shares, reflecting the issuance of shares in the private placement equity
offering.




1
    For an analysis of the differences between the adjusted income statement items and the income statement items as reported in the
    financial statements, see below “Analysis of Gaps between Adjusted Income Statement and Income Statement in Financial Statements”.




                                                                     9
Abridged Consolidated Income Statement for the First Nine Months
                                                                                 9M 2018                                    9M 2018
            2                                       9M 2018        9M 2017        ex. EU       9M 2018        9M 2017        ex. EU
Adjusted
                                                    USD(m)         USD(m)         hedge        RMB(m)         RMB(m)         hedge
                                                                                 USD(m)                                     RMB(m)
Revenues                                            2,918          2,702             2,957      18,955         18,394          19,205
Cost of Sales                                       1,937          1,733             1,937      12,591         11,799          12,591
Business taxes and surcharges                            8              7                 8          54             49              54
Gross profit                                          972            962             1,011        6,310         6,547           6,560
% of revenue                                       33.3%          35.6%             34.2%        33.3%         35.6%            34.2%
Operating expenses                                    612            571               612        3,984         3,882           3,984
Operating income (EBIT)                               359            391               399        2,326         2,665           2,577
% of revenue                                       12.3%          14.5%             13.5%        12.3%         14.5%            13.5%
Financial expenses and investment income                97            95                 97         630           646              630
Income before taxes                                   263            296               302        1,697         2,019           1,947
Taxes on Income                                         59            41                 60         384           279              384
Net income                                            203            255               242        1,313         1,740           1,564
% of revenue                                         7.0%          9.4%               8.2%        6.9%           9.5%            8.2%
EBITDA                                                518            546               558        3,360         3,724           3,611
% of revenue                                       17.8%          20.2%             18.9%        17.7%         20.2%            18.9%

Earnings per Share – Basic                        0.0830        0.1088                         0.5367         0.7429
                           – Diluted              0.0830        0.1088                         0.5367         0.7429




2
    For an analysis of the differences between the adjusted income statement items and the income statement items as reported in the
    financial statements, see below “Analysis of Gaps between Adjusted Income Statement and Income Statement in Financial Statements”.




                                                                   10
Abridged Consolidated Balance Sheet

                                           September 30        September 30   September 30   September 30
                                               2018                2017           2018           2017
                                             USD (m)             USD (m)        RMB (m)        RMB (m)
Assets
 Current assets:
   Cash at bank and on hand                       933                 655           6,416          4,347
   Bills and accounts receivable                  942                 917           6,479          6,089
   Inventories                                  1,296               1,117           8,918          7,413
   Assets held for sale                             -                  54               -            360
   Other current assets, receivables and
                                                 347                 399            2,384          2,649
   prepaid expenses
  Total current assets                          3,517               3,143          24,197         20,858
 Non-current assets:
  Fixed assets, net                             1,052               1,072           7,237          7,118
  Intangible assets, net                        1,453               1,224           9,996          8,123
  Deferred tax assets                              98                 101             673            671
  Other non-current assets                         76                  76             525            502
   Total non-current assets                     2,679               2,473          18,431         16,414
Total assets                                    6,197               5,616          42,628         37,272

Liabilities
  Current liabilities:
   Loans and credit from banks and
                                                 129                 202             887           1,342
   other lenders
   Bills and accounts payable                    610                 548            4,195          3,635
   Other current liabilities                     798                 800            5,492          5,309
   Total current liabilities                    1,537               1,550          10,574         10,286
  Long-term liabilities:
   Long-term loans from banks and other
                                                  44                  71             305             469
   lenders
   Debentures                                   1,151               1,168           7,915          7,752
   Deferred tax liabilities                        63                  35             431            235
   Employee benefits                               93                  69             637            456
   Other long-term liabilities                     50                  86             344            568
   Total long-term liabilities                  1,400               1,428           9,631          9,480
Total liabilities                               2,937               2,978          20,205         19,766

Equity
   Total equity                                 3,260               2,638          22,423         17,505
   Total equity                                 3,260               2,638          22,423         17,505
Total liabilities and equity                    6,197               5,616          42,628         37,272




                                                          11
Abridged Consolidated Cash Flow Statement for the Third Quarter

                                                            Q3 2018   Q3 2017   Q3 2018   Q3 2017
                                                            USD (m)   USD (m)   RMB (m)   RMB (m)
Cash flow from operating activities:
   Cash flow from operating activities                          99        41      675       272
Cash flow from operating activities                             99        41      675       272

Investing activities:
    Additions to fixed and intangible assets                   -42       -51      -288      -338
    Proceeds from disposal of fixed and intangible assets        0         0         0         2
    Other investing activities                                  -2        -4       -10       -24
Cash flow used for investing activities                        -44       -54      -298      -360

Financing activities:
    Receipt of loans from banks and other lenders               12        11        85        76
    Repayment of loans from banks and other lenders            -10        -8       -68       -51
    Other financing activities                                 -33        -7      -218       -44
Cash flow from (used for) financing activities                 -30        -3      -201       -19
Effects of exchange rate movement on cash and cash              -9         0      174        -94
equivalents
Net change in cash and cash equivalents                         16       -16       350      -201
Cash and cash equivalents at the beginning of the period       910       670     6,021     4,538
Cash and cash equivalents at the end of the period             926       653     6,371     4,337


Free Cash Flow                                                  52       -19      352       -128




                                                       12
Abridged Consolidated Cash Flow Statement for the First Nine Months

                                                            9M 2018   9M 2017   9M 2018   9M 2017
                                                            USD (m)   USD (m)   RMB (m)   RMB (m)
Cash flow from operating activities:
   Cash flow from operating activities                         221       369     1,455     2,522
Cash flow from operating activities                            221       369     1,455     2,522

Investing activities:
    Additions to fixed and intangible assets                  -463      -156    -2,966    -1,061
    Proceeds from disposal of fixed and intangible assets      380        14     2,413        96
    Other investing activities                                  -1        17       -10       118
Cash flow used for investing activities                        -85      -125      -563      -847

Financing activities:
    Receipt of loans from banks and other lenders               12        27        85       181
    Repayment of loans from banks and other lenders           -332       -99    -2,116      -676
    Other financing activities                                 -81       -71      -526      -488
Cash flow from (used for) financing activities                -401      -143    -2,557      -983
Effects of exchange rate movement on cash and cash             -13         0      -172      -189
equivalents
Net change in cash and cash equivalents                       -277       101    -1,493       503
Cash and cash equivalents at the beginning of the period     1,204       553     7,864     3,834
Cash and cash equivalents at the end of the period             926       653     6,371     4,337


Free Cash Flow                                                  93       192      616      1,320




                                                       13
Notes to Abridged Consolidated Financial Statements

Note 1: Basis of preparation

Basis of presentation and accounting policies: The abridged consolidated financial statements for the
quarters and nine-month periods ended September 30, 2018 and 2017 incorporate the financial statements of
Hubei Sanonda Ltd. (so called prior to its expected name change) and of all of its subsidiaries (“The Combined
Company”), including Adama Agricultural Solutions Ltd. (“Solutions”) and its subsidiaries.
The Combined Company has adopted the Accounting Standards for Business Enterprises issued by the
Ministry of Finance (the "MoF") and the implementation guidance, interpretations and other relevant provisions
issued or revised subsequently by the MoF (collectively referred to as "CASBE").
Solutions’ consolidated financial statements are prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The abridged consolidated financial statements contained in this release are presented in both Chinese
Renminbi (RMB) as the Combined Company’s shares are traded on the Shenzhen Stock Exchange as well as
in United States dollars ($) as this is the major currency in which the Combined Company’s business is
conducted. For the purposes of this release, a customary convenience translation has been used for the
translation from RMB to US dollars, with Income Statement and Cash Flow items being translated using the
quarterly average exchange rate, and Balance Sheet items being translated using the exchange rate at the
end of the period.

The preparation of financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimated.

Note 2: Abridged Financial Statements
For ease of use, the Financial Statements shown in this release have been abridged as follows:

Abridged Consolidated Income Statement:
        “Operating expenses” includes selling and distribution expenses; general and administrative (including
        research and development); impairment losses; gain (loss) from disposal of assets and non-operating
        income and expenses
        “Financial expenses and investment income” includes net financing expenses; gains from changes in
        fair value; and investment income (including share of income of equity accounted investees)

Abridged Consolidated Balance Sheet:
        “Other current assets, receivables and prepaid expenses” includes financial assets held for trading;
        financial assets in respect of derivatives; prepayments; other receivables; and other current assets
        “Fixed assets, net” includes fixed assets and construction in progress
        “Intangible assets, net” includes intangible assets and goodwill
        “Other non-current assets” includes other equity investments; long-term equity investments; long-term
        receivables; investment property; and other non-current assets
        “Loans and credit from banks and other lenders” includes short-term loans and non-current liabilities
        due within one year
        “Other current liabilities” includes financial liabilities in respect of derivatives; payables for employee
        benefits, taxes, interest, dividends and others; advances from customers and other current liabilities
        “Other long-term liabilities” includes long-term payables, provisions, deferred income and other non-
        current liabilities




                                                        14
Analysis of Gaps between Adjusted Income Statement and Reported
Income Statement in Financial Statements
               Q3                 Adjusted                         Adjustments                   Reported
             USD(m)       Q3 2018          Q3 2017           Q3 2018        Q3 2017      Q3 2018          Q3 2017
Revenues                        872              844                  -             -          872              844
Gross profit                    279              298                  -             1          279              297
Operating expenses              192              190                -22           -13          214              203
Operating income (EBIT)          87              108                 22            15           65               94
Income before taxes              57               75                 22            15           35               60
Net income                       46               55                 20            13           26               42
EBITDA                          140              161                  -             6          140              155
Earnings per share           0.0188            0.0235           0.0080          0.0055      0.0108            0.0181

              Q3                  Adjusted                         Adjustments                   Reported
            RMB(m)        Q3 2018          Q3 2017           Q3 2018        Q3 2017      Q3 2018          Q3 2017
Revenues                      5,929            5,624                  -             -        5,929            5,624
Gross profit                  1,897            1,990                 0             10        1,897            1,981
Operating expenses            1,307            1,267              -147            -88        1,454            1,355
Operating income (EBIT)         590              723               147             98          443              625
Income before taxes             387              498               147             98          240              400
Net income                      313              368               134             85          180              283
EBITDA                          949            1,078                  -            41          949            1,037
Earnings per share           0.1281            0.1570           0.0547          0.0364      0.0734            0.1206


               9M                Adjusted                          Adjustments                  Reported
             USD(m)       9M 2018           9M 2017          9M 2018        9M 2017      9M 2018           9M 2017
Revenues                      2,918             2,702                 -              -       2,918             2,702
Gross profit                    972               962                1               1         970               960
Operating expenses              612               571              260            -22          353               593
Operating income (EBIT)         359               391             -258             24          618               367
Income before taxes             263               296             -258             24          521               272
Net income                      203               255             -195             21          398               234
EBITDA                          518               546             -311              -6         829               553
Earnings per share           0.0830            0.1088          -0.0796          0.0089      0.1626            0.0999

              9M                  Adjusted                         Adjustments                   Reported
            RMB(m)        9M 2018          9M 2017           9M 2018        9M 2017      9M 2018          9M 2017
Revenues                     18,955           18,394                  -             -       18,955           18,394
Gross profit                  6,310            6,547                  9             9        6,300            6,538
Operating expenses            3,984            3,882              1,642          -152        2,341            4,034
Operating income (EBIT)       2,326            2,665             -1,633           160        3,959            2,505
Income before taxes           1,697            2,019             -1,633           160        3,330            1,859
Net income                    1,313            1,740             -1,229           140        2,542            1,600
EBITDA                        3,360            3,724             -1,976           -44        5,336            3,768
Earnings per share           0.5367            0.7429          -0.5025          0.0599      1.0392            0.6830




                                                        15
 Income Statement Adjustments
                                                                                        Q3 2018   Q3 2017   Q3 2018    Q3 2017
                                                                                        USD (m)   USD (m)   RMB (m)    RMB (m)
Net Income (as Reported)                                                                   26.4    42.3      179.7       282.5
Non-cash legacy amortization of 2011 PPA for acquisition of Solutions, net of tax           9.5     9.5        64.6       63.4

Non-cash Amortization of Transfer assets from Syngenta related to 2017 ChemChina           10.2       -        69.2          -
acquisition of Syngenta
One-time capital gain from sale of EU and US registrations, related to 2017 ChemChina         -       -           -          -
acquisition of Syngenta, net of taxes
Reinstatement of depreciation expenses due to classification of to-be-divested                -    -0.1           -       -0.6
European registrations as “Held-for-Sale”, related to 2017 ChemChina acquisition of
Syngenta

Adjustment of 2017 LTI provision made in Q4 to accrual over the full year                     -    -2.1           -      -13.9

Combination Transaction – one-time bonus for long-serving employees without option           -     5.5           -       36.4
plan
Total adjustments                                                                          19.7    12.8      133.8        85.2
Net Income (as Adjusted)                                                                   46.1    55.1      313.5       367.8


                                                                                        9M 2018   9M 2017   9M 2018    9M 2017
                                                                                        USD (m)   USD (m)   RMB (m)    RMB (m)
Net Income (as Reported)                                                                  397.9   233.9     2,542.4     1,599.5
Non-cash legacy amortization of 2011 PPA for acquisition of Solutions, net of tax          28.5    28.5       185.7      194.0

Non-cash Amortization of Transfer assets from Syngenta related to 2017 ChemChina           20.3       -       134.0           -
acquisition of Syngenta
One-time capital gain from sale of EU and US registrations, related to 2017 ChemChina    -244.8    -8.6     -1,556.6      -59.0
acquisition of Syngenta, net of taxes
Reinstatement of depreciation expenses due to classification of to-be-divested             -2.6    -1.5        -16.5      -10.2
European registrations as “Held-for-Sale”, related to 2017 ChemChina acquisition of
Syngenta

Adjustment of 2017 LTI provision made in Q4 to accrual over the full year                     -    -6.3            -      -42.6

Non-core asset disposal                                                                     2.3       -        14.8           -

Combination Transaction – one time taxes                                                   1.5       -         9.4           -

Combination Transaction – one-time bonus for long-serving employees without option           -     5.8            -      38.5
plan
Net expense related to conclusion of 1985 tax claim in Brazil                                 -     2.9            -      19.6

Total adjustments                                                                        -194.8    20.8     -1,229.3     140.2
Net Income (as Adjusted)                                                                  203.2   254.7     1,313.2     1,739.7




                                                                            16
Exchange Rate Data for the Combined Company's Principal
Functional Currencies


                         September 30                      Q3 Average                      9M Average

                 2018       2017        Change    2018        2017      Change     2018      2017       Change

EUR/USD          1.162      1.178       (1.3%)    1.163      1.175       (1.0%)    1.194     1.111        7.5%

USD/BRL          4.004      3.168   (26.4%)       3.958      3.164      (25.1%)    3.603     3.174      (13.5%)

USD/PLN          3.675      3.652       (0.6%)    3.704      3.624       (2.2%)    3.559     3.841        7.3%

USD/ZAR         14.182     13.496       (5.1%)   14.105     13.050       (8.1%)   12.891    13.159        2.0%

AUD/USD          0.721      0.782       (7.8%)    0.731      0.789       (7.4%)    0.758     0.766       (1.0%)

GBP/USD          1.306      1.342       (2.6%)    1.303      1.309       (0.4%)    1.351     1.274        6.0%

USD/ILS          3.627      3.529       (2.8%)    3.631      3.556       (2.1%)    3.553     3.626        2.0%

USD LIBOR 3M    2.40%       1.34%       79.1%    2.34%       1.31%       77.8%    2.19%      1.20%       82.9%




                         September 30                      Q3 Average                      9M Average

                 2018       2017        Change    2018        2017      Change     2018      2017       Change

USD/RMB          6.879      6.637        3.6%     6.797      6.668        1.9%     6.511     6.803       (4.3%)

EUR/RMB          7.996      7.818        2.3%     7.903      7.833        0.9%     7.776     7.558        2.9%

RMB/BRL          0.582      0.477   (21.9%)       0.582      0.475      (22.7%)    0.553     0.467      (18.6%)

RMB/PLN          0.534      0.550        2.9%     0.545      0.544       (0.2%)    0.547     0.565        3.2%

RMB/ZAR          2.062      2.033       (1.4%)    2.075      1.957       (6.0%)    1.980     1.934       (2.3%)

AUD/RMB          4.963      5.193       (4.4%)    4.971      5.264       (5.6%)    4.933     5.208       (5.3%)

GBP/RMB          8.987      8.906        0.9%     8.857      8.726        1.5%     8.795     8.670        1.4%

RMB/ILS          0.527      0.532        0.8%     0.534      0.533       (0.2%)    0.546     0.533       (2.4%)

RMB SHIBOR 3M   2.85%       4.36%   (34.6%)      3.11%       4.34%      (28.3%)   3.98%      4.30%       (7.5%)




                                                      17