Stock Code: 000553(200553) Stock Abbreviation: Sanonda A(B)
Announcement No. 2018-48
Hubei Sanonda Co., Ltd.
Announcement on the Application of Designated Raised Funds by Way of
Investment in Wholly Owned Subsidiaries of the Company
The Company and all members of its Board of Directors confirm that all the information
disclosed herein is true, accurate, and complete with no false or misleading statement or
material omission.
On October 30, 2018, the 8th meeting of the 8th session of the Board of Directors of Hubei
Sanonda Co., Ltd. (the “Company”) approved a proposal on the application of designated
raised funds by way of investment in Wholly Owned Subsidiaries of the Company.
For implementing certain designated projects included in the Project of Share Issuance for
Assets Purchase and Supporting Finance (“Designated Projects”), the Company will inject
RMB 69,000,000 of the designated raised funds into Adama Agricultural Solutions Ltd.
(“Solutions”), a wholly owned subsidiary of the Company. Thereafter, Solutions will invest
RMB 34,500,000, into each of Adama Agan Ltd.(“Agan”), and Adama Makhteshim Ltd.
(“Makhteshim”), the entities that will implement the relevant Designated Projects.
According to the Listing Rules of Shenzhen Stock Exchange and the Articles of Association
of the Company, the aforesaid capital injection is not a related party transaction, and
deliberation by the shareholders meeting is not required.
I. General Information About the Raised Funds
After receiving the approval of China Securities Regulatory Commission for the issuance of
shares to China National Agrochemical Co., Ltd. to acquire assets and raise supporting funds
(CSRC Permits [2017] No.1096), the Company issued 104,697,982 ordinary A shares in
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December 2017, at the issue price of RMB14.9 per share, raising a total amount of
RMB1,559,999,931.80. After deducting the underwriting fees of RMB28, 079,998.78, the
net amount received by the Company was RMB1, 531,919,933.02. The net amount was
received on 27 December 2017 and was verified by Deloitte Touche Tohmatsu Certified
Public Accountant LLP which issued a capital verification report (De Shi Bao (Yan) Zi (17)
No.00540).
According to the Report of the Company on Share Issuance for Assets Purchase and
Supporting Funds & Connected Transactions, the raised funds are to be used on the projects
of Huai’an pesticide formulation center, R&D projects and registrations, fixed-assets
investment of Adama, and fees for the intermediary agencies and transaction taxes.
As at September 30, 2018, the balance of the raised funds that had not yet been used was
RMB1,258,766,077.73.
II. Overview of the Application of Designated Funds
In order to facilitate the projects of R&Ds and registrations, fixed-assets investment of
Adama, the Company will invest an amount of RMB 69,000,000 of the raised funds in
Solutions. Thereafter, Solutions will invest RMB 34,500,000, into each of Agan and
Makhteshim. Following the completion, Agan and Makhteshim will still be the wholly
owned subsidiaries of Solutions, and therefore of the Company.
III. Basic information of the Relevant Subsidiaries
1. Basic information of Solutions
Company Adama Agricultural Solutions Ltd.
Registered Address Golan St., Airport City, Israel
Established Date December 8th, 1997
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Registered Capital NIS 936,000,000 (300,000,000 shares, NIS 3.12 per share)
Nature of the Limited Liability
Enterprise
Business Scope Crop Protection
Share Ratio Solutions is a wholly owned subsidiary of the Company.
Main Financial Data as of the date December 31, 2017 and September 30, 2018
Items As of the date September 30, 2018 As of the date December 31, 2017
Total Assets RMB 34,736.403 million RMB 31,906.078 million
Total Debits RMB19,257.013 million RMB19,787.157 million
Net Assets RMB15,479.390 million RMB12,118.921 million
Revenue RMB17,147.584 million RMB 21,216.735 million
Net Profits RMB2,328.843 million RMB1,609,486 million
2. Basic information of Agan
Company Adama Agan Ltd.
Registered Address PO Box 262, Northern Industrial Zone, Ashdod, 7710201, Israel
Established Date May 7, 1954
Registered Capital 50 M ILS
Nature of the Limited Liability
Enterprise
Business Scope Crop Protection
Share Ratio Agan is a wholly owned subsidiary of the Company.
Main Financial Data as of the date December 31, 2017 and September 30, 2018
Items As of the date September 30, 2018 As of the date December 31, 2017
Total Assets RMB 10,887.978 million RMB 9,561.149 million
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Total Debits RMB 7,377.055 million RMB 7,497.661 million
Net Assets RMB 3,510.924 million RMB 2,063.487 million
Revenue RMB 4,134.43 million RMB 5,037.027 million
Net Profits RMB 1,418.452 million RMB 154.124 million
3. Basic information of Makhteshim
Company Adama Makhteshim Ltd.
Registered Address PO Box 60 Industrial Zone, Beer Sheva, 8410001, Israel
Established Date July 17, 1952
Registered Capital 212 M ILS
Nature of the Limited Liability
Enterprise
Business Scope Crop Protection
Share Ratio Makhteshim is a wholly owned subsidiary of the Company.
Main Financial Data as of the date December 31, 2017 and September 30, 2018
Items As of the date September 30, 2018 As of the date December 31, 2017
Total Assets RMB 12,326.068 million RMB 10,342.09 million
Total Debits RMB 9,177.217 million RMB 7,792.099 million
Net Assets RMB 3,148.851 million RMB 2,549.991 million
Revenue RMB 4,070.561 million RMB 4,477.957 million
Net Profits RMB 455.009 million RMB 309.099 million
IV. Purpose of the application of designated funds and its Impact
The application of designated funds through investment is to facilitate the implementation of
the relevant Designated Projects. It is in line with the planned usage of the raised funds and
the Company’s development strategy and will benefit the interests of the Company and all
shareholders.
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V. Approval Procedures of the Company
The 8th meeting of the 8th session of the Board of Directors of the Company and the 7th
meeting of the 8th session of the Board of Supervisors of the Company severally approved a
proposal on the application of designated raised funds by way of investment in Wholly
Owned Subsidiaries of the Company on October 30, 2018. The directors and supervisors
agree that the investment shall be used for the aforesaid Designated Projects.
VI. Documents for Reference
1. Resolution of the 8th Meeting of the 8th Session of the Board of Directors of the Company;
2. Resolution of the 7th Meeting of the 8th Session of the Board of Supervisors of the
Company;
3. Opinion of the Independent Directors;
4. Verification Report issued by Guotai Junan Securities Co., Ltd.
Board of Directors of Hubei Sanonda Co., Ltd.
October 30, 2018
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