ADAMA Ltd.
Special Report on Fund-raising and Actual Use of Funds
For the year ended December 31, 2018
Note： The Accountant's Report will be issued in Chinese. This Accountant's Report is English
translations prepared for the Company's management review purpose only and cannot be provided
to third parties for other purpose. If there is any conflict between the Chinese and English version,
the Chinese version shall prevail.
Accountant's Report for Special Report on Fund-raising and Actual Use of Funds
for
ADAMA Ltd.
De Shi Bao (He) Zi (19) No. E00045
(Page 1 of 2 pages)
To the Board of Directors of ADAMA Ltd.:
We have attested the accompanying special report on fund-raising and actual use of funds for
ADAMA Ltd. ((Former name: Hubei Sanonda Co., Ltd. hereinafter referred to as "ADAMA") as
at 31 December 2018 (hereinafter referred to as 'Report on fund-raising and actual use of funds').
1. Board of directors’ responsibilities for the report on fund-raising and actual use of funds
The board of directors of ADAMA is responsible for the preparation of the report on fund-raising
and actual use of funds in accordance with ‘Regulatory Guidelines for Listed Companies No.2-
Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies’ of
China Securities Regulatory Commission (CSRC Notice [2012] No.44), ‘Guidelines for the
Standard Operation of the Companies Listed in Shenzhen Stock Exchange’ (2015 Amendment)
issued by Shenzhen Stock Exchange and ensuring the contents in the report true, accurate and
complete, no false records, misleading statements or major omissions.
2. Auditor’s responsibilities
Our responsibility is to issue an attestation opinion for the report on fund-raising and actual use of
funds on the basis of our special procedures. We conducted our certain procedures in accordance
with China Standard on Other Assurance Engagements No.3101- Assurance Engagements Other
Than Audits or Reviews of Historical Financial Information, which requires us to comply with the
code of professional ethics and design and implement the special procedures to obtain reasonable
assurance about whether the report on fund-raising and actual use of funds are free from material
misstatement.
During the attestation, we performed the procedures that we deem necessary to obtain the
evidence on the amounts and disclosures in the report on fund-raising and actual use of funds. We
believe that our procedures provide a reasonable basis for our opinion.
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Accountant's Report for Special Report on Fund-raising and Actual Use of Funds
for
ADAMA Ltd.
De Shi Bao (He) Zi (19) No. E00045
(Page 2 of 2 pages)
3. Attestation Opinion
We believe that the report on fund-raising and actual use of funds for ADAMA is prepared in
accordance with 'Regulatory Guidelines for Listed Companies No.2-Regulatory Requirements for
the Management and Use of Funds Raised by Listed Companies’ of China Securities Regulatory
Commission (CSRC Notice [2012] No.44), ‘Guidelines for the Standard Operation of the
Companies Listed in Shenzhen Stock Exchange’ (2015 Amendment) issued by Shenzhen Stock
Exchange and present fairly, in all material respects, the fund-raising and actual use of funds of
ADAMA as at 31 December 2018.
4. Scope of the report
This report can be only used by ADAMA to report the fund-raising and actual use of funds to
relevant regulatory authorities this time, and cannot be used for other purposes.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant: Xu Yusun
Shanghai, China
Chinese Certified Public Accountant: Ma Renjie
March 19, 2019
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Board of Directors of ADAMA Ltd.
Special Report on Annual Fund-raising and Actual Use of Funds
For the year ended December 31, 2018
The Company and Board of Directors ensure that the contents of information disclosures true, accurate
and complete, no false records, misleading statements or major omissions.
The Board of Directors of ADAMA Ltd. (Former name: Hubei Sanonda Co., Ltd. , hereinafter
referred to as the “Company”) prepared the Special Report on Deposit and Actual Use of Funds
Raised from Non-Public Offerings as at 31 December 2018 in accordance with 'Regulatory
Guidelines for Listed Companies No.2-Regulatory Requirements for the Management and Use of
Funds Raised by Listed Companies' of China Securities Regulatory Commission (CSRC Notice
[2012] No.44), 'Guidelines for the Standard Operation of the Companies Listed in Shenzhen Stock
Exchange' (2015 Amendment) issued by Shenzhen Stock Exchange. Below is the special
explanation for the fund-raising and actual use of funds as at 31 December 2018:
1. General information about the raised funds
After approval of China Securities Regulatory Commission on agreeing Hubei Sanonda Co., Ltd.
to issue shares to China National Agrochemical Co., Ltd. to acquire assets and raise supporting
funds (CSRC Permits [2017] No.1096), the Company publicly issued 104,697,982 ordinary shares
domestically in December 2017, with the price of RMB14.90 per share. The total raised amount
was RMB1,559,999,931.80, and the Company actually received RMB1,531,919,933.02 after
deducting the underwriting fees of RMB28,079,998.78. The actually received amount has been
arrived on 27 December 2017 and got the capital verification report issued by Deloitte Touche
Tohmatsu Certified Public Accountant LLP (De Shi Bao (Yan) Zi (17) No.00540).
As at 31 December 2018, the Company has utilized the raised fund with a cumulative value of
RMB317,292,647.40, and the balance that hasn’t been used yet is RMB1,263,521,479.15,
including interest income after deducting bank charges RMB20,814,194.75.
2. Deposit and management of the raised funds
In order to standardize the management and use of the raised funds and protect the rights of
investors, the Company established a Management System for Raised Funds of Hubei Sanonda
Co., Ltd. (hereinafter referred to as ‘Management System for Raised Funds’) in accordance with
the laws and regulations and regulatory documents such as Management Measures for Initial
Public Offering of Shares and Listing, Notice on Further Standardize the Use of Raised Funds for
Listing Companies and Listing Rules of Shenzhen Stock Exchange etc. and the actual conditions of
the Company. The management system has been approved at the 25th Meeting of the Seventh
Board of Directors, which provides detailed regulations on the deposit, use, change of committed
investment project, management and supervision of raised funds.
The Company signed Regulatory Agreement on the Special Account of Raised Funds among the
Three Parties with Sanwan sub-branch Jingzhou Branch China Construction bank Co. Ltd. and
Guotai Junan Securities Co., Ltd. Respectively on 22 January, 2018. And signed Regulatory
Agreement on the Special Account of Raised Funds among the Four Parties with Guotai Junan
Securities Co., Ltd. , Shanghai branch of HSBC Bank(China) Company Limited, ADAMA AGAN
LTD and ADAMA MAKHTESHIM LTD on 25 June, 2018. All the parties are in strict
compliance with the agreement mentioned above in current year.
As at 31 December 2018, the special accounts of raised funds are as follows:
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Board of Directors of ADAMA Ltd.
Special Report on Annual Fund-raising and Actual Use of Funds
For the year ended December 31, 2018
Bank Account number Balance (RMB)
Sanwan sub-branch Jingzhou Branch China Construction bank Co. Ltd. 42050162610109000999 1,263,521,479.15
Shanghai branch of HSBC Bank(China) Company Limited 715-039582-001 -
Shanghai branch of HSBC Bank(China) Company Limited 715-039574-001 -
3. Actual use of the raised funds in the current year
During the reporting period, the Company has actually used RMB 289,212,288.62 of the raised A-
share funds. For the detailed information, please refer to the following table.
As at 31 December 2018, the balance of raised funds of the Company is RMB 1,263,521,479.15,
which will continue to be used in the Fund-raising Investment Projects committed by the Company.
4. Changes in the use of funds for fund-raising investment projects
There is no new changes in the use of funds for fund-raising investment projects for the current year.
5. Problems in use and disclosure of raised funds
The Company has disclosed relevant information timely, truly, accurately and completely. There are
no situations where the management of raised funds violates the rules.
Board of Directors of ADAMA Ltd.
19 March 2019
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Board of Directors of ADAMA Ltd.
Special Report on Annual Fund-raising and Actual Use of Funds
For the year ended December 31, 2018
Appendix 1: Comparison Table for the Use of Raised Funds
Comparison Table for the Use of Raised Funds
Unit: RMB'0000
Total investment of
Total amount of raised funds 155,999.99 raised funds for the 28,921
current year
Total amount of raised funds with change of purpose
-
during the reporting period
Accumulated
Accumulated amount of raised funds with change of
- investment amount 31,729
purpose
of raised funds
Percentage of accumulated amount of raised funds
-
with change of purpose
Whether the
Whether the Total Accumulated feasibility
Committed fund-
projects has Total investment Investment investment amount Investment progress Date of projects Realized Whether the of the
raising investment
been changed, committed amount after amount for as at the end of the as at the end of reaching benefits of expected project has
projects
including part investment adjustment the current current year period(% ) intended useable the current benefits are changed
change (if any) amount (1) year (2) (3)=(2)/(1) condition year achieved significantly
It will be
Huaian pesticide
clear after the
preparation center No 24,980 24,980 - - - 2019 N/A No
completion of
project
the project
It will be
Product development
clear after the
and registration No 93,507 93,507 13,103 13,103 14% 2019 N/A No
completion of
project
the project
It will be
ADAMA fixed asset clear after the
No 66,204 66,204 5,913 5,913 9% 2019 N/A No
investment project completion of
the project
Payment for
transaction cost, No 13,600 13,600 9,905 12,713 93% —— —— N/A No
taxes and fees
Subtotal of
198,291 198,291
nonpublic offering
(Note1) (Note1)
28,921 31,729 —— —— —— —— ——
investment project
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Board of Directors of ADAMA Ltd.
Special Report on Annual Fund-raising and Actual Use of Funds
For the year ended December 31, 2018
Appendix 1: Comparison Table for the Use of Raised Funds – (cont’d)
Situations failing to meet the planned schedule or achieve
expected benefits and the reasons (according to the specific N/A
investment project)
Explanation of projects whose feasibility changed significantly N/A(Note 2)
Amounts, usage and progress of the excess-raised funds N/A
Changes of location of investment programs N/A
Changes of implementation of the investment programs N/A
The company held the fifth session of the eighth meeting of the Board of
Directors on June 25th, 2018. During the session, it reviewed and approved the
Proposal on the Use of a Part of the Raised Funds to Replace the Self-Financed
Fund Pre-invested into the Fund-raising investment Project. Therefore, the
Internal funds previously invested and replacement from the
company was allowed to replace its self-financed investment at the primary
funds raised
stage with 276.53 million yuan coming from the raised fund. As of June 30th,
2018, the replacement has completed and the same amount of cash has been
transferred from a special account into a basic account controlled by the
Company.
Use of idle funds to temporarily supplement working funds N/A
Balance amount of raised funds and the reasons N/A
Purpose and hereabouts of unused funds Unused funds have been kept in special account for further project investment.
Other issues in the usage and disclosure of the raised funds N/A
Note 1: The Company intends to raise funds of no more than 198,291 RMB’0000 in the supporting finance program, while the actual funds raised
was 155,999.99 RMB’0000 on December 27, 2017.
Note 2: For improving the efficiency of the use of raised funds, the Company plans to change certain designated projects and use the accordingly
raised fuds to pay towards the consideration of the equity transfer of Jiangsu Anpon Electrochemical Co., Ltd. The 12th meeting of the 8th session of
the Board of Directors, the 8th meeting of the 8th session of the Board of Supervisors, and the Independent Directors have approved the above change.
The change is subject to the approval of shareholders.
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