意见反馈 手机随时随地看行情

公司公告

安道麦B:2019年第一季度报告全文(英文版)2019-04-30  

						ADAMA Ltd.                                                       Full Content of the First Quarter Report 2019




                                 ADAMA LTD.
             FIRST QUARTER REPORT 2019




ADAMA Ltd. 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 7,000 strong team reaches farmers in over 100 countries, providing them with solutions
to control weeds, insects and disease, and improve their yields.

Please see important additional information and further details included in the Annex.


                                          April 2019


                                                                                                             1
ADAMA Ltd.                                           Full Content of the First Quarter Report 2019




                 Section I Important Statements
The Board of Directors, the Supervisory Committee as well as all directors,
supervisors and senior management staff of ADAMA Ltd. (hereinafter referred to
as “the Company”) confirm that the content of the report is true, accurate and
complete and contains no false statement, misleading presentation or material
omissions, and assume joint and several legal liability arising therefrom.

All of the Company’s directors attended the board meeting for the review of this
report.

Chen Lichtenstein, the person leading the Company as well as its legal
representative, and Aviram Lahav, the person leading the accounting function and
Chief Financial Officer & Chief of the accounting organ, hereby confirm the
ruefulness accuracy and completeness of the Financial Report enclosed in this
report.

This Report and its abstract have been prepared in both Chinese and English.
Should there be any discrepancy between the two versions, the Chinese version
shall prevail.




                                                                                                 2
ADAMA Ltd.                                                                             Full Content of the First Quarter Report 2019



                           Section II Basic Information of the Company

I Highlights of accounting data and financial indicators

Whether the Company performs any retroactive adjustments to or restatements of its accounting data of last year
√ Yes □ No
The reason for the retroactive adjustments or restatements:
Business combination under common control.
                                                                                                                    Unit: RMB’000
                                                                              January-March 2018                   +/- (%)
                                             January-March 2019
                                                                    Before adjustment      After adjustment    After adjustment
Operating revenue                                       6,787,751              6,499,510             6,757,166            0.45%
Net profit attributable to shareholders of
                                                          366,756                 2,032,027            2,032,870          (81.96%)
the Company
Net profit attributable to shareholders of
the Company excluding non-recurring                       285,087                  466,066                466,066         (38.83%)
profit and loss
Net cash flows from operating activities              (1,289,484)              (215,819)            (246,200)          423.75%
Basic EPS (RMB/share)                                       0.150                  0.831                0.831         (81.95%)
Diluted EPS (RMB/share)                                      N/A                    N/A                  N/A                N/A
Weighted average return on equity                          1.61%                 10.39%               10.14%            (8.53%)
                                                                              December 31, 2018                   +/- (%)
                                               March 31 2019
                                                                    Before adjustment     After adjustment    After adjustment
Total assets                                          45,503,823                 42,812,505           44,157,758              3.05%
Net assets attributable to shareholders of
                                                      22,243,351                 22,280,126           22,759,274             (2.27%)
the Company


Please see key additional information and further details included in the Annex.
Non-Recurring gain/loss
√ Applicable □ Not applicable
                                                                                                                    Unit: RMB’000
Item                                                                                 January-March 2019              Notes
Gains/losses on the disposal of non-current assets (including the write-off of
                                                                                                      40,479
asset impairment provisions accrued during the period)
Government grants recognized in profit or loss (other than grants which are
closely related to the Company's business and are either in fixed amounts or
                                                                                                       5,238
determined under quantitative methods in accordance with the national
standard)
Net profit or loss of subsidiaries from the beginning of the period up to the
business combination date recognized as a result of business combination of                           38,027
enterprises under common control
Reversal of provision for receivables and contract assets, that are subject to
                                                                                                      11,917
specific provision
Other non-operating income and expenses other than the above                                          (6,208)
Less: Income tax effects                                                                               7,784
Total                                                                                                 81,669                      --




                                                                                                                                   3
ADAMA Ltd.                                                                             Full Content of the First Quarter Report 2019


Explanation of why the Company classified an item as non-recurring gain/loss according to the definition in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public— Non-recurring Gain and Loss,
or reclassified any non-recurring gain/loss item given as an example in the said explanatory announcement to recurrent gain/loss
□ Applicable √ Not applicable
In the reporting period, the Company had no such case that classified non-recurring profit (gain)/loss as defined and listed in the
Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Nonrecurring
Profit/loss as recurring profit (gain)/loss.


II 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 right &
shareholdings of top 10 shareholders at the period-end
                                                                                                                          Unit: share
                                                           52,346
                                                                               Total number        of    preference
                                              (the number of ordinary A share
Total number of ordinary shareholders at the                                   shareholders who had resumed their
                                                   shareholders is 36,181;                                            0
end of the Reporting Period                                                    voting right at the end of the
                                                   the number of B share
                                                                               Reporting Period (if any)
                                                   shareholders is 16,165)
                                             Shareholdings of top 10 shareholders
                                 Nature of      Shareholding       Number of Number of restricted Pledged or frozen shares
      Name of shareholder
                               shareholder       percentage        shares held      shares held          Status     Number
China National Agrochemical State-owned
                                                     74.02%        1,810,883,039      1,810,883,039            -              -
Co., Ltd.                   legal person
Jingzhou Sanonda Holding Co.,        State-owned
                                                      4.89%         119,687,202              -                 -              -
Ltd.                                 legal person
China Cinda Asset Management         State-owned
                                                      1.37%          33,557,046              -                 -              -
Co., Ltd.                            legal person
China Structural Reform Fund         State-owned
                                                      1.37%          33,557,046              -                 -              -
Co., Ltd.                            legal person
Portfolio No.503 of National
                                        Others        0.53%          12,999,893              -                 -              -
Social Security Fund
CCB         Principal-ICBC-Avic
Trust, Trust Plan of Pooled
Funds of CCB Principal Private          Others        0.53%          12,885,906              -                 -              -
Placement Investment, Tianqi
(2016) No. 293 of Avic Trust
Industrial Bank Co., Ltd, Mixed
Securities Investment Fund,
                                        Others        0.33%           8,053,736              -                 -              -
Aegon-Industrial          Trend
Investment (LOF)
                                      Domestic
Jiang Yun                                             0.27%           6,500,073              -                 -              -
                                      individual
GUOTAI                 JUNAN
                                 Foreign
SECURITIES(HONGKONG)                                0.20%         4,989,844               -                -                  -
                               legal person
LIMITED
Caitong Fund Fuchun Chuangyi
Private Placement No.3 Asset       Others           0.19%         4,697,986               -                -                  -
Management Plan
                                      Shareholdings of top 10 non-restricted shareholders
                                     Number of non-restricted shares                        Type of shares
         Name of shareholder
                                          held at the period-end                      Type                           Number
Jingzhou Sanonda Holding Co., Ltd.             119,687,202                    RMB ordinary share                   119,687,202
China Cinda Asset Management Co.,                                             RMB ordinary share
                                               33,557,046                                                           33,557,046
Ltd.
China Structural Reform Fund Co.,                                             RMB ordinary share
                                               33,557,046                                                           33,557,046
Ltd.
Portfolio No.503 of National Social                                           RMB ordinary share
                                               12,999,893                                                           12,999,893
Security Fund

                                                                                                                                   4
ADAMA Ltd.                                                                             Full Content of the First Quarter Report 2019


CCB Principal-ICBC-Avic Trust,                                                   RMB ordinary share
Trust Plan of Pooled Funds of CCB
Principal      Private      Placement               12,885,906                                                      12,885,906
Investment, Tianqi (2016) No. 293 of
Avic Trust
Industrial Bank Co., Ltd, Mixed                                                  RMB ordinary share
Securities Investment Fund, Aegon-                  8,053,736                                                       8,053,736
Industrial Trend Investment (LOF)
Jiang Yun                                           6,500,073                  RMB ordinary share                   6,500,073
GUOTAI                        JUNAN                                        Domestically listed foreign share
SECURITIES(HONGKONG)                                4,989,844                                                       4,989,844
LIMITED
Caitong Fund Fuchun Chuangyi                                                     RMB ordinary share
Private Placement No.3 Asset                        4,697,986                                                       4,697,986
Management Plan
State-owned Assets Administration                                                RMB ordinary share
                                                    4,169,266                                                       4,169,266
Bureau of Qichun County
                                     Jingzhou Sanonda Holdings Co., Ltd. and CNAC are related parties, and are acting-in-concert
                                     parties as prescribed in the Administrative Methods for Acquisition of Listed Companies.
Related or act-in-concert parties
                                     Sanonda Holding is a wholly-controlled subsidiary of CNAC. It is unknown to the Company
among the shareholders above
                                     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
                                          No such issue.
(if any)


Did any of the top 10 ordinary shareholders or the top 10 non-restricted ordinary shareholders of the Company conduct any promissory
buy-back transaction during the Reporting Period?
□ Yes √ No
No such cases in the Reporting Period.


2. Total number of preference shareholders and shareholdings of the top 10 of them
□ Applicable √ Not applicable




                                                                                                                                    5
ADAMA Ltd.                                                                        Full Content of the First Quarter Report 2019




                                  Section III Important 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
                                                                                                                 Unit: RMB’000
                             March 31,
 Assets and liabilities                       December 31, 2018   +/- (%)               Main reason for change
                              2019
                                                                            Increase in Subordinated note in respect of
 Other receivables                1,671,583           1,079,332      55%
                                                                            securitization transaction.
 Rights of use assets              534,410                    -     100%    Adoption of ASBE21 - Leases.
 Other non-current                                                          Mainly due to guarantees received from
                                   312,686              217,282      44%
 assets                                                                     customers.
                                                                            Mainly due to increase of short-term credits from
                                                                            banks to finance the increase in the needs of
 Short term loans                 2,198,189           1,122,774      96%
                                                                            working capital and the increased investments in
                                                                            the period.
 Derivative financial
                                   772,083            1,451,670     -47%    Realization and revaluation of derivatives.
 liabilities
                                                                            Mainly due to increase of payables to CNAC for
 Other payables                   1,786,678           1,197,579      49%    the acquisition of Anpon and interest payable for
                                                                            debentures.
                                                                            Mainly due to reclassification of put options to
 Other current
                                   317,242              578,184     -45%    holders of non-controlling interests to long term
 liabilities
                                                                            liability.
                                                                            Mainly due to increase of long-term loans from
                                                                            banks in order to finance acquisitions and other
 Long-term loans                   471,796              235,819     100%
                                                                            investments and due to the increase in the
                                                                            working capital in the period.
                                                                            Mainly due to reclassification of put options to
 Other non-current
                                   387,275              222,625      74%    holders of non-controlling interests from short
 liabilities
                                                                            term liability.
 Lease liability                   401,911                    -     100%    Adoption of ASBE 21 - Leases.
 Other comprehensive                                                        Mainly due to translation effect of foreign
                                   700,784            1,090,827     -36%
 income                                                                     operations.
                             January -        January - March,
   Profit and losses                                              +/- (%)               Main reason for change
                            March, 2019            2018
                                                                            Mainly written-up amortization of transferred
 Selling and                      1,268,966           1,092,897      16%    assets from Syngenta and addition from Anpon
 Distribution expenses                                                      and Bonide.
 General and
                                                                            The increase is mainly idleness expenses of the
 administrative                    317,514              266,991      19%
                                                                            Jingzhou old site of the Company.
 expenses
 Research and
                                                                            Mainly reflecting higher spending on strategic
 Development                        96,353               80,091      20%
                                                                            research and development projects.
 expenses
 Impairment losses                   8,777               20,942     -58%    Decrease in inventory impairment.
 Gains from changes                                                         Mainly due to change in the fair value of
                                   794,180            (315,265)     352%
 in fair value                                                              derivatives.
 Investment income                (550,462)             137,676    -500%    Mainly due to realization of derivatives
 Financing Expense                  479,381              53,066     803%    Mainly due to exchange rate differences
 Gain (Loss) from
                                                                            Significant higher amount in Q1 2018 gain from
 disposal of non-                   40,479            1,997,866     -98%
                                                                            disposal of divestiture assets in Europe.
 current assets
 Non-operating
                                     5,707                2,600     120%    Increase in non-operating income
 income
 Non-operating
                                     9,196                2,965     210%    Increase in non-operating expenses
 expenses
                                                                            Significant higher amount in Q1 2018 mainly due
 Income tax expenses                48,355              542,804     -91%
                                                                            to increase of income before tax due to gain from

                                                                                                                                6
ADAMA Ltd.                                                                               Full Content of the First Quarter Report 2019


                                                                                  disposal of divesture assets in Europe.
Note: Given the global nature of its operational activities and the composition of its assets and liabilities, the Group uses foreign
currency derivatives (forward transactions and currency options) to hedge the cash flow risk associated with existing monetary assets
and liabilities that may be affected by exchange rate fluctuations.

Financial expenses mainly reflect interest payments on corporate bonds and loans as well as Foreign Exchange income/losses on the
bonds and other monetary assets and liabilities, while net gains/losses from hedging of those positions are recorded in Gains/Losses
from Changes in Fair Value, and further transferred to Investment Income upon realization. The aggregate of these three items for Q1
2019 amounts to 235.6 million RMB compared with 216.1 million RMB for Q1 2018.

In addition to the reported financial results that the Company prepares in accordance with PRC GAAP, the Company’s management
prepares non-GAAP, adjusted financial results, contained in the Business Update annexed to this Report, to present what the Company
believes is a more useful view of the true economic performance of the business on an ongoing basis. These adjusted results exclude
items that are of a one-time, or non-cash or non-operational nature that do not impact the ongoing performance of the business, and
reflects the way the management and board of directors view the performance of the Company. The Company believes that excluding
the effects of these items from its operating results allows an effective assessment and comparison of the underlying financial
performance of its business from period to period and within the market.

The main one-time or non-cash or non-operational items affecting the Company’s reported numbers are as follows:

    Amortization of legacy PPA of 2011 acquisition of Adama Agricultural Solutions Ltd. (“Solutions”) (non-cash):
    Under PRC GAAP, the Company has inherited the historical “legacy” amortization charge from the first combined reporting for
    Q3 2017 that ChemChina previously was incurring in respect of its acquisition of Solutions in 2011. This amortization is done in
    a linear manner on a quarterly basis, most of which will be completed and removed in the second half of 2020.
    Amortization of acquisition PPA (non-cash):

    Related to the amortization of non-cash intangible assets created as part of acquisitions, in addition to the full reflection of the
    purchase price paid in the Company’s net debt; has no impact on the ongoing performance of the companies acquired.

    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 by the EU Commission of the
    acquisition of Syngenta by ChemChina, net of taxes and transaction expenses, were paid 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 as those divested, and since the Company excludes the one-time gain that it made on
    the divested products, the additional amortization charge incurred due to the written-up of the acquired assets is also excluded to
    present a consistent view of Divestment and Transfer transactions, which had no net impact on the underlying economic
    performance of the Company.



II Progress on significant events, as well as the influence and solutions
√ Applicable □ Not applicable
    On March 19, 2019, the Company entered into an agreement with China National Agrochemical Co., Ltd. (“CNAC”) and CNAC
    International Company Limited for the acquisition of Jiangsu Anpon Electrochemical Co., Ltd. (“Anpon”), a backward-integrated
    manufacturer of key active ingredients used in crop protection markets worldwide, most notably Ethephon, Pymetrozine and
    Buprofezin, as well as intermediates such as chlor-alkali, with advanced membrane production technology. The above transaction
    was closed on March 29, 2019.

    At the end of January 2019, preceding the Spring Festival, the Company voluntarily suspended operations at the old site in Jingzhou,
    which is in the process of being relocated to a nearby advanced site, due to recording of higher than permitted levels of wastewater
    compounds. The Company was subsequently instructed by the local government not to resume operations before rectification. The
    Company is deeply committed to environmentally sustainable production, has a strong track record worldwide of compliance with
    relevant regulations, and takes seriously any potential instance of exceeding of emissions thresholds. During the suspension of its
    production, the Company took specific measures to meet all rectification requirements of the relevant authorities. On March 29,


                                                                                                                                      7
ADAMA Ltd.                                                                                Full Content of the First Quarter Report 2019


    2019, the local government issued a Notice on Agreeing to the Production Resumption of ADAMA Ltd. and allowed the resumption
    of production at the Company’s old site in Jingzhou. The Jingzhou old site is gradually resuming operation, following its connection
    via pipeline to the state-of-the-art wastewater treatment facility installed at the new and already operational site. As a consequence
    of the disruption, the Company lacked sufficient product to fulfill first quarter demand, and incurred approximately $11 million of
    additional idleness cost, reflected in operating expenses. The impact of the suspension is expected to continue to some extent into
    the second quarter, and subside alongside the increase in output at the old site.

         Significant Events          Date of                             Index of the Disclosed Announcements
                                   Disclosure
                                  March      21,   Announcement on the Acquisition of 100% of the Equity Interests in Jiangsu Anpon
       Anpon Acquisition          2019             Electrochemical Co., Ltd., in a Related-Party Transaction (Announcement No:
                                                   2019-16 ) disclosed at www.cninfo.com.cn.
                                  March      30,   Announcement on the Progress of the Acquisition of 100% of the Equity Interests
                                  2019             in Jiangsu Anpon Electrochemical Co., Ltd. (Announcement No: 2019-24)
                                                   disclosed at www.cninfo.com.cn.
       Resumption of the          February 13,     Announcement on Receiving a Notice Prior to Administrative Punishment
       Production at the Old      2019             (Hearing) and Decision Notice of Production Suspension and Rectification
       Site in Jingzhou                            (Announcement No: 2019-9) disclosed at www.cninfo.com.cn.
                                  April 2, 2019    Announcement on the Resumption of Production at the Old Site in Jingzhou
                                                   (Announcement No: 2019-25) disclosed at www.cninfo.com.cn.


In January 2019, the Company, through a subsidiary of Solutions, acquired Bonide Products Inc., a US provider of pest-control solutions
for the consumer Home & Garden use, allowing the Company to bring its advanced technologies and differentiated portfolio of pest-
control directly to the consumers.

Please see key additional information and further details included in the Annex.


Progress of repurchasing the shares (share buy-back)
□ Applicable √ Not applicable


Progress of selling the buy-back shares through call auction
□ 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, and other committed parties.
□ Applicable √ Not applicable



IV Performance forecast for months 1-6 2019
Warning of possible loss or considerable YoY change in the accumulative net profit made during the year-beginning to the end of the

next reporting period, as well as the reasons.
□ Applicable √ Not applicable


V Securities investment
□ Applicable √ Not applicable
No such cases in the Reporting Period.

VI Investment in derivative financial instruments
√ Applicable □ Not applicable


                                                                                                                                        8
        ADAMA Ltd.                                                                                           Full Content of the First Quarter Report 2019


                                                                                                                                                 Unit: RMB’000
                                                                                                                                            Percentage of
                                                                                           Amount        Amount                              investment
 The party              Related                                               Investment                                      Investment                    Gain/loss
             Relation                          Initial                                    purchased    sold during Impairment                  amount
    that                 party                           Starting   Expiring amount at                                         amount at                    during the
             with the                Type   investment                                    during the       the       accrued                 divided by
operates the          transaction                          date       date   beginning of                                      end of the                   reporting
             Company                          amount                                      reporting     reporting    (if any)                net asset at
investment              or not?                                                the period                                        period                       period
                                                                                            period        period                              end of the
                                                                                                                                                period
Banks           No        No         Option 3,362,968 17.9.2018 25.8.2019 3,362,968        2,363,459 -2,016,268       No       3,710,159       16.51%         94,112
Banks           No        No        Forward 11,634,236 11.12.2018 12.7.2019 11,634,236    17,611,172 -15,747,202      No      13,498,206       60.07%        219,593
Total                                       14,997,204     --         --    14,997,204    19,974,631 -17,763,470              17,208,365       76.58%        313,705
Source of fund for the investment        Internal
litigation-related situations (if
                                         N/A
applicable)
Date of disclosure of Board approval (if
                                         December 30, 2017
any)
Date of disclosure of Shareholders’
                                            N/A
approval (if any)
                                           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.
Risk and control analysis for the          The actions taken in order to further reduce risks are:
reporting period (including but not                    The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by
limited to market risk, liquidity risk,                the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging
credit risk, operational risk, legal risk,             policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only
etc.)                                                  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.
                                           The aforesaid refers to short time hedging currency transactions made by the relevant subsidiary with banks.
Market price or fair value change of
                                           Segregation of duties as follows:
investments during the reporting period.
                                           For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary
Specific methodology and assumptions
                                           hedges currencies only; the relevant transactions are simple (Options and forwards) for short terms. For fair value
should be disclosed in the analysis of
                                           methodology see section XI of this report, note IX. Fair Value. The exchange rates are provided by the accounting
fair value of the investments
                                           department of the relevant subsidiary and all other parameters are provided by the experts.
Explanation for any significant changes
in accounting policies and principles,     N/A
compared with last reporting period
                                           The derivative investments carried by the Company are for hedging and narrowing down the risk of market
Independent Directors’ opinion on the fluctuations. The investments respond to the Company’s routine business demands and are in accordance with the
investment in derivative financial         relevant laws and regulations. Additionally, the Company has adopted Currency Risk Hedging Policy to strengthen
instruments and related risk controls      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.




        VII Visits paid to the Company for purposes of research, communication, interview, etc. during the
        Reporting Period
        √ Applicable □ Not applicable




                                                                                                                                                                       9
ADAMA Ltd.                                                                           Full Content of the First Quarter Report 2019


          Date                    Activity        Visitor Type                 Main Topics and Provided Materials
                                                Institutional &   Introduction of the company, future development plan and
 January 10, 2019         Online Roadshow
                                                Retail            recent M&A project
                                                                  Introduction of the company’s recent M&A project and future
 January 14, 2019         Roadshow              Institutional
                                                                  development plan
                          Investment Strategy
                                                                  Introduction of the company’s recent M&A project and future
 January 15, 2019         Meeting of Security   Institutional
                                                                  development plan,
                          Companies
                          Investment Strategy                     Introduction of the company, core advantage, future
 January 16, 2019         Meeting of Security   Institutional     development plan and recent M&A project, answering the
                          Companies                               questions from investors
                                                                  Introduction of the company, core advantage, future
 January 17, 2019         Roadshow              Institutional     development plan and recent M&A project, answering the
                                                                  questions from investors
                                                                  Introduction of the company, core advantage, future
 January 28-31, 2019      Roadshow              Institutional     development plan and recent M&A project, answering the
                                                                  questions from investors
                                                                  Introduction of the company, future development plan
 February 2, 2019         Roadshow              Institutional       and recent M&A project, as well as the trend of global
                                                                    agrochemical industry
                                                                  Introduction of the company’s recent M&A project and future
 February 13, 2019        Roadshow              Institutional
                                                                  development plan,as well as the global market outlook in 2019
                                                                  The impact of halting production of Sanonda old factories and
 February 13, 2019        Phone Call            Retail
                                                                  time of resuming production
 March 19, 2019           Phone Call            Retail            Answer the question of how the company will deal with B share
 March 20, 2019           Call Conference       Institutional     Introduction of Q4 and full year result in 2018
 March 20, 2019           Phone Call            Retail            Answer the question related to the 2018 Q4 and full year result
 March 26, 2019           Roadshow              Institutional     Introduction of Q4 and full year result in 2018
 March 27, 2019           Roadshow              Institutional     Introduction of Q4 and full year result in 2018


VIII Illegal provision of guarantees for external parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.

IX Occupation of the Company’s funds by the controlling shareholder or its related parties for non-
operating purposes
□ Applicable √ Not applicable
No such cases in the Reporting Period.




                                                                                                                                10
ADAMA Ltd.                                                      Full Content of the First Quarter Report 2019




                         Section IV Financial Statements
I Financial statements

1. Consolidated balance sheet
Prepared by ADAMA Ltd.
                                                31 March 2019
                                                                                            Unit: RMB’000
                                                                                        December 31, 2018
                                         Item                      March 31, 2019
                                                                                           (Restated)
Current assets:
Cash at bank and on hand                                                    4,801,192             6,400,190
Financial assets held for trading                                              38,934                46,095
Derivative financial assets                                                   589,909               517,726
Bills and accounts receivable                                               7,667,955             6,683,450
       Including: Bills receivable                                            129,388               113,785
                  Accounts receivable                                       7,538,567             6,569,665
Prepayments                                                                   371,470               413,941
Other receivables                                                           1,671,583             1,079,332
       Including: Dividends receivable                                              -                 5,240
Inventories                                                                 9,979,162             9,433,876
Non-current assets due within one year                                             54                    48
Other current assets                                                          661,159               660,806
Total current assets                                                       25,781,418            25,235,464
Non-current assets:
Long-term accounts receivable                                                 148,150               157,600
Long-term equity investments                                                  111,103               108,350
Other equity investments                                                       97,285                91,559
Investment properties                                                           4,013                 4,094
Fixed assets                                                                7,174,200             7,280,584
Construction in progress                                                      462,691               493,181
Right-of-use assets                                                           534,410                     -
Intangible assets                                                           5,879,971             5,741,962
Goodwill                                                                    4,197,052             4,085,945
Deferred tax assets                                                           800,844               741,737
Other non-current assets                                                      312,686               217,282
Total non-current assets                                                   19,722,405            18,922,294
Total assets                                                               45,503,823            44,157,758




                                                                                                           11
ADAMA Ltd.                                     Full Content of the First Quarter Report 2019



                                                                       December 31, 2018
Item                                              March 31, 2019
                                                                          (Restated)

Current liabilities:
Short-term loans                                           2,198,189             1,122,774
Derivative financial liabilities                             772,083             1,451,670
Bills and accounts payable                                 5,162,562             5,073,469
Contract liabilities                                         891,245               799,509
Employee benefits payable                                    999,382               944,175
Taxes payable                                                591,510               616,780
Other payables                                             1,786,678             1,197,579
       Including: Interest payable                           152,952                46,258
                   Dividends payable                          57,062                   750
Non-current liabilities due within one year                  428,996               350,707
Other current liabilities                                    317,242               578,184
Total current liabilities                                 13,147,887            12,134,847
Non-current liabilities:
Long-term loans                                              471,796               235,819
Debentures payable                                         7,723,041             7,649,098
Lease liabilities                                            401,911                     -
Long-term payables                                            25,049                25,106
Long-term employee benefits payable                          588,371               606,234
Provisions                                                   135,036               132,351
Deferred tax liabilities                                     380,106               392,404
Other non-current liabilities                                387,275               222,625
Total non-current liabilities                             10,112,585             9,263,637
Total liabilities                                         23,260,472            21,398,484
Shareholders' equity
Share capital                                              2,446,554             2,446,554
Capital reserve                                           12,917,359            13,332,359
Other comprehensive income                                   700,784             1,090,827
Special reserves                                              16,042                13,536
Surplus reserve                                              240,162               240,162
Retained earnings                                          5,922,450             5,635,836
Total shareholders’ equity                               22,243,351            22,759,274
Total liabilities and shareholders’ equity               45,503,823            44,157,758


Legal representative: Chen Lichtenstein;
Chief of the accounting work: Aviram Lahav;
Chief of the accounting organ: Aviram Lahav.




                                                                                          12
ADAMA Ltd.                                    Full Content of the First Quarter Report 2019


2. Balance sheet of the Company
                                                                          Unit: RMB’000
                                       Item   March 31, 2019        December 31, 2018
Current Assets:
Cash at bank and on hand                                2,266,633               2,058,253
Bills and accounts receivable                             402,350                 712,116
       Including: Bills receivable                         39,076                  19,917
                   Accounts receivable                    363,274                 692,199
Prepayments                                                61,627                  10,500
Other receivables                                          31,288                  31,748
       Including: Dividends receivable                          -                   1,808
Inventories                                                96,050                 147,975
Other current assets                                          192                   1,343
Total current assets                                    2,858,140               2,961,935
Non-current assets:
Long-term equity investments                           16,403,642              15,939,826
Other equity investments                                   86,059                  80,119
Investment properties                                       4,013                   4,094
Fixed assets                                              981,647               1,012,674
Construction in progress                                  194,530                 188,020
Right-of-use assets                                           714                       -
Intangible assets                                         173,824                 174,997
Deferred tax assets                                        50,041                  48,103
Other non-current assets                                   74,334                  54,060
Total non-current assets                               17,968,804              17,501,893
Total assets                                           20,826,944              20,463,828
Current liabilities:
Short-term loans                                           20,000                  20,000
Bills and accounts payable                                321,284                 391,810
Contract liabilities                                        5,814                   9,983
Employee benefits payable                                  16,351                  25,758
Taxes payable                                              56,471                  55,198
Other payables                                            585,750                 187,762
         Including: Dividends payable                         250                     250
Non-current liabilities due within one year                72,000                  72,000
Total current liabilities                               1,077,670                 762,511
Non-current liabilities:
Lease liabilities                                             824                       -
Long-term employee benefits payable                        98,815                 100,144
Provisions                                                 16,660                  16,454
Other non-current liabilities                             171,770                 171,770
Total non-current liabilities                             288,069                 288,368
Total liabilities                                       1,365,739               1,050,879
Shareholders’ equity
Share capital                                           2,446,554               2,446,554
Capital reserve                                        15,463,245              15,414,429
Other comprehensive income                                 48,217                  43,167
Special reserves                                           13,684                  11,564
Surplus reserve                                           240,162                 240,162
Retained earnings                                       1,249,343               1,257,073
Total shareholders’ equity                            19,461,205              19,412,949
Total liabilities and shareholders’ equity            20,826,944              20,463,828




                                                                                         13
ADAMA Ltd.                                                                            Full Content of the First Quarter Report 2019




3. Consolidated income statement
                                                                                                                   Unit: RMB’000
                                                                                    January-March 2019       January-March 2018
                                      Item
                                                                                                                 (Restated)
I.   Operating income                                                                            6,787,751              6,757,166
     Less: Cost of sales                                                                         4,449,236              4,445,300
            Taxes and surcharges                                                                    24,541                 34,579
            Selling and Distribution expenses                                                    1,268,966              1,092,897
            General and administrative expenses                                                    317,514                266,991
             Research and Development expenses                                                      96,353                 80,091
            Financial expenses                                                                     479,381                 53,066
                    Including: Interest expense                                                    163,299                152,842
                               Interest income                                                      20,227                 20,203
           Asset impairment loss                                                                     8,777                 20,942
           Credit impairment loss                                                                    8,580                  7,538
     Add: Investment income, net                                                                 (550,462)                137,676
                  Including: Income from investment associates and joint ventures                    5,773                  5,646
           Gain (loss) from changes in fair value                                                  794,180              (315,265)
           Gain from disposal of assets                                                             40,479              1,997,866
II. Operating profit                                                                               418,600              2,576,039
      Add: Non-operating income                                                                      5,707                  2,600
      Less: Non-operating expenses                                                                   9,196                  2,965
III. Total profit                                                                                  415,111              2,575,674
      Less: Income tax expense                                                                      48,355                542,804
IV.   Net profit                                                                                   366,756              2,032,870
(1) Classified by nature of operations
            (1.1) Continuing operations                                                           366,756                2,032,870
(2) Classified by ownership
            (2.1) Shareholders of the Company                                                     366,756                2,032,870
V. Other comprehensive income, net of tax
      Other comprehensive income (net of tax)
                                                                                                 (390,043)               (488,115)
     attributable to shareholders of the Company
     (1) Items that will not be reclassified to profit or loss:
             (1.1) Re-measurement of defined benefit plan liability                                (9,202)                   2,205
            (1.2) Fair value change in other equity investment                                       5,050                       -
     (2) Items that were or will be reclassified to profit or loss
            (2.1) Effective portion of gains or loss of cash flow hedge                           (40,304)                  81,077
            (2.2) Translation differences of foreign financial statements                        (345,587)               (571,397)
VI.    Total comprehensive income for the period attributable to
                                                                                                  (23,287)               1,544,755
       Shareholders of the Company
VII. Earnings per share
       (1) Basic earnings per share (Yuan/share)                                                     0.150                   0.831
       (2) Diluted earnings per share (Yuan/share)                                                    N/A                     N/A

For the business combination under common control in the reporting period, net profit attributable to the owners of the Company from
the merged party before the closing date (January-March) was RMB’000 37,830, with the corresponding amount for the same period
(January-March) of last year being RMB’000 4,073.


Legal representative: Chen Lichtenstein;
Chief of the accounting work: Aviram Lahav;
Chief of the accounting organ: Aviram Lahav.



                                                                                                                                 14
ADAMA Ltd.                                                                        Full Content of the First Quarter Report 2019


4. Income statement of the Company
                                                                                                               Unit: RMB’000
                                           Item                                 January-March 2019 January-March 2018
I.     Operating income                                                                     416,354            837,781
       Less: Cost of sales                                                                  292,548            614,109
                 Taxes and surcharges                                                          6,241            14,642
                 Selling and Distribution expenses                                            19,482            30,261
                 General and administrative expenses                                          96,492            34,816
                 Research and Development expenses                                             1,470             1,325
                 Financial expenses                                                            8,886             6,092
                           Including: Interest expense                                         1,077             2,755
                                       Interest income                                         6,901             6,199
                 Asset impairment loss                                                            69               780
                 Credit impairment loss                                                          577             2,177
       Add:      Investment income (loss), net                                                     -                 -
                 Gain (loss) from changes in fair value                                            -                 -
II.    Operating Profit                                                                      (9,411)           133,579
        Add:       Non-operating income                                                          710               238
        Less:      Non-operating expenses                                                      1,857                 4
III.    Total profit                                                                        (10,558)           133,813
        Less:      Income tax expense                                                        (2,828)            20,667
IV.    Net profit                                                                            (7,730)           113,146
       Continuing operations                                                                 (7,730)           113,146
V.     Other comprehensive income, net of tax                                                  5,050                 -
        (1) Items that will not be reclassified to profit or loss                              5,050                 -
               (1.1) Fair value change in other equity investment                              5,050                 -
        (2) Items that may be reclassified to profit or loss                                       -                 -
VI.      Total comprehensive income for the period                                           (2,680)           113,146


5. Consolidated cash flow statement
                                                                                                               Unit: RMB’000
                                                                                January-March 2019      January-March 2018
                                         Item
                                                                                                            (Restated)
I. Cash flows from operating activities:
        Cash received from sale of goods and rendering of services                          5,006,120               5,239,661
        Refund of taxes and surcharges                                                         30,497                   5,475
        Cash received relating to other operating activities                                  109,616                 134,505
        Sub-total of cash inflows from operating activities                                 5,146,233               5,379,641
        Cash paid for goods and services                                                    4,604,831               3,998,904
        Cash paid to and on behalf of employees                                               829,857                 840,323
        Payments of taxes and surcharges                                                      264,648                 108,862
        Cash paid relating to other operating activities                                      736,381                 677,752
        Sub-total of cash outflows from operating activities                                6,435,717               5,625,841
        Net cash flows used in operating activities                                       (1,289,484)               (246,200)
II. Cash flows from investing activities:
       Cash received from disposal of investments                                               8,148                    7,470
       Cash received from returns of investments                                                3,372                        -
       Net cash received from disposal of fixed assets, intangible assets and
       other long-term assets                                                                  30,843               2,411,752
       Sub-total of cash inflows from investing activities                                     42,363               2,419,222
       Cash paid to acquire fixed assets, intangible assets and other
       long-term assets                                                                       287,509               2,373,718
       Net cash paid to acquire subsidiaries or other business units                          824,583                       -


                                                                                                                             15
ADAMA Ltd.                                                                       Full Content of the First Quarter Report 2019


                                                                               January-March 2019    January-March 2018
                                     Item
                                                                                                         (Restated)
      Sub-total of cash outflows from investing activities                                 1,112,092            2,373,718
      Net cash flows from (used in) investing activities                                 (1,069,729)               45,504
III. Cash flows from financing activities:
      Cash received from borrowings                                                        1,537,197                  227,500
      Sub-total of cash inflows from financing activities                                  1,537,197                  227,500
      Cash repayments of borrowings                                                          258,676                2,106,526
      Cash payment for dividends, profit distributions and interest                           64,551                   51,261
         Including: Dividends paid to non-controlling interest                                23,830                   16,028
      Cash paid relating to other financing activities                                       380,425                    8,885
      Sub-total of cash outflows from financing activities                                   703,652                2,166,672
      Net cash from (used in) financing activities                                           833,545              (1,939,172)
IV. Effects from foreign exchange rate changes on cash and cash equivalents                 (81,844)                (210,948)
V. Net decrease in cash and cash equivalents                                             (1,607,512)              (2,350,816)
     Add: Cash and cash equivalents at the beginning of the period                         6,346,196                7,979,502
VI. Cash and cash equivalents at the end of the period                                     4,738,684                5,628,686


6. Cash flow statement of the Company
                                                                                                              Unit: RMB’000
                                        Item                                   January-March 2019       January-March 2018
I. Cash flows from operating activities:
      Cash received from sale of goods and rendering of services                             633,069                 636,451
      Refund of taxes and surcharges                                                          15,759                       -
      Cash received relating to other operating activities                                     7,737                   6,835
      Sub-total of cash inflows from operating activities                                    656,565                 643,286
      Cash paid for goods and services                                                       290,452                 267,037
      Cash paid to and on behalf of employees                                                 55,606                  49,453
      Payments of taxes and surcharges                                                        20,779                  15,462
      Cash paid relating to other operating activities                                        51,452                  27,075
      Sub-total of cash outflows from operating activities                                   418,289                 359,027
      Net cash flows from operating activities                                               238,276                 284,259
II. Cash flows from investing activities:
      Net cash received from disposal of fixed assets, intangible assets and
      other long-term assets                                                                       -                        -
      Cash received relating to other investing activities                                     1,808                        -
      Sub-total of cash inflows from investing activities                                      1,808                        -
      Cash paid to acquire fixed assets, intangible assets and
      other long-term assets                                                                  25,850                   12,582
      Sub-total of cash outflows from investing activities                                    25,850                   12,582
      Net cash flows from investing activities                                              (24,042)                 (12,582)
III. Cash flows from financing activities:
      Cash received from borrowings                                                                 -                      -
      Cash received relating to other financing activities                                          -                      -
      Sub-total of cash inflows from financing activities                                           -                      -
      Cash repayments of borrowings                                                                 -                 76,590
      Cash payment for dividends, profit distributions or interest                              1,077                  2,680
      Cash paid relating to other financing activities                                          8,610                  7,555
      Sub-total of cash outflows from financing activities                                      9,687                 86,825
      Net cash used in financing activities                                                   (9,687)               (86,825)
IV. Effects of foreign exchange rate changes on cash and cash equivalents                     (4,777)               (13,876)
V. Net increase in cash and cash equivalents                                                 199,770                 170,976
      Add: Cash and cash equivalents at the beginning of the period                        2,005,313               1,864,003
VI. Cash and cash equivalents at the end of the period                                     2,205,083               2,034,979


                                                                                                                            16
ADAMA Ltd.                                                                      Full Content of the First Quarter Report 2019




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
Consolidated Balance Sheet
                                                                                                             Unit: RMB’000
                                                                                Adjustments from
                           Item                        December 31, 2018      adoption of new lease      January 1, 2019
                                                                                    standard
Current assets
Cash at bank and on hand                                          6,400,190                    -                   6,400,190
Financial assets held for trading                                    46,095                    -                      46,095
Derivative financial assets                                         517,726                    -                     517,726
Bills and accounts receivable                                     6,683,450                    -                   6,683,450
       Including: Bills receivable                                  113,785                    -                     113,785
                  Accounts receivable                             6,569,665                    -                   6,569,665
Prepayments                                                         413,941                    -                     413,941
Other receivables                                                 1,079,332                    -                   1,079,332
Inventories                                                       9,433,876                    -                   9,433,876
Non-current assets due within one year                                   48                    -                          48
Other current assets                                                660,806                    -                     660,806
Total current assets                                             25,235,464                    -                  25,235,464
Non-current assets                                                                             -
Long-term accounts receivable                                       157,600                    -                     157,600
Long-term equity investments                                        108,350                    -                     108,350
Other equity investments                                             91,559                    -                      91,559
Investment properties                                                 4,094                    -                       4,094
Fixed assets                                                      7,280,584                    -                   7,280,584
Construction in progress                                            493,181                    -                     493,181
Right-of-use assets                                                    N/A                  506,862                  506,862
Intangible assets                                                 5,741,962                    -                   5,741,962
Goodwill                                                          4,085,945                    -                   4,085,945
Deferred tax assets                                                 741,737                    -                     741,737
Other non-current assets                                            217,282                    -                     217,282
Total non-current assets                                         18,922,294                 506,862               19,429,156
Total assets                                                     44,157,758                 506,862               44,664,620




                                                                                                                           17
ADAMA Ltd.                                                                             Full Content of the First Quarter Report 2019




                                                            December 31, 2018         Adjustments from           January 1, 2019
                                                                                    adoption of new lease
Item                                                                                      standard
Current liabilities
Short-term loans                                                        1,122,774                      -                   1,122,774
Derivative financial liabilities                                        1,451,670                      -                   1,451,670
Bills and accounts payable                                              5,073,469                      -                   5,073,469
Advances from customers                                                         -                      -                           -
Contract liabilities                                                      799,509                      -                     799,509
Employee benefits payable                                                 944,175                      -                     944,175
Taxes payable                                                             616,780                      -                     616,780
Other payables                                                          1,197,579                      -                   1,197,579
       Including: Interest payable                                         46,258                      -                      46,258
                   Dividends payable                                          750                      -                         750
Non-current liabilities due within one year                               350,707                   120,584                  471,291
Other current liabilities                                                 578,184                      -                     578,184
Total current liabilities                                              12,134,847                   120,584               12,255,431
Non-current liabilities                                                                                -
Long-term loans                                                           235,819                      -                     235,819
Debentures payable                                                      7,649,098                      -                   7,649,098
Lease liabilities                                                            N/A                    386,278                  386,278
Long-term payables                                                         25,106                      -                      25,106
Long-term employee benefits payable                                       606,234                      -                     606,234
Provisions                                                                132,351                      -                     132,351
Deferred tax liabilities                                                  392,404                      -                     392,404
Other non-current liabilities                                             222,625                      -                     222,625
Total non-current liabilities                                           9,263,637                   386,278                9,649,915
Total liabilities                                                      21,398,484                   506,862               21,905,346
Shareholders' equity
Share capital                                                           2,446,554                      -                   2,446,554
Capital reserve                                                        13,332,359                      -                  13,332,359
Other comprehensive income                                              1,090,827                      -                   1,090,827
Special reserves                                                           13,536                      -                      13,536
Surplus reserve                                                           240,162                      -                     240,162
Retained earnings                                                       5,635,836                      -                   5,635,836
Total shareholders’ equity                                            22,759,274                      -                  22,759,274
Total liabilities and shareholders’ equity                            44,157,758                   506,862               44,664,620


Notes to the adjustments:

   As from January 1, 2019, the Group initially applies revised Accounting Standards for Business Enterprises 21, Leases
   (hereinafter: “the new lease standard”). According to the new lease standard, the Group recognized right-of-use asset and
   lease liabilities as of January 1, 2019.




                                                                                                                                   18
ADAMA Ltd.                                                                        Full Content of the First Quarter Report 2019


Balance Sheet
                                                                                                                Unit: RMB’000
                                                                               Adjustments from adoption
                           Item                         December 31, 2018                                    January 1, 2019
                                                                                 of new lease standard
Current assets
Cash at bank and on hand                                           2,058,253                           -             2,058,253
Bills and accounts receivable                                        712,116                           -               712,116
       Including: Bills receivable                                    19,917                           -                19,917
                   Accounts receivable                               692,199                           -               692,199
Prepayments                                                           10,500                           -                10,500
Other receivables                                                     31,748                           -                31,748
Inventories                                                          147,975                           -               147,975
Other current assets                                                   1,343                           -                 1,343
Total current assets                                               2,961,935                           -             2,961,935
Non-current assets                                                                                     -
Long-term equity investments                                      15,939,826                           -            15,939,826
Other equity investments                                              80,119                           -                80,119
Investment properties                                                  4,094                           -                 4,094
Fixed assets                                                       1,012,674                           -             1,012,674
Construction in progress                                             188,020                           -               188,020
Right-of-use assets                                                     N/A                           818                  818
Intangible assets                                                    174,997                           -               174,997
Deferred tax assets                                                   48,103                           -                48,103
Other non-current assets                                              54,060                           -                54,060
Total non-current assets                                          17,501,893                          818           17,502,711
Total assets                                                      20,463,828                          818           20,464,646
Current liabilities
Short-term loans                                                      20,000                           -                20,000
Bills and accounts payable                                           391,810                           -               391,810
Contract liabilities                                                   9,983                           -                 9,983
Employee benefits payable                                             25,758                           -                25,758
Taxes payable                                                         55,198                           -                55,198
Other payables                                                       187,762                           -               187,762
       Including: Interest payable                                                                     -
                   Dividends payable                                     250                           -                   250
Non-current liabilities due within one year                           72,000                           -                72,000
Total current liabilities                                            762,511                           -               762,511
Non-current liabilities                                                                                -
Lease liabilities                                                       N/A                           818                  818
Long-term employee benefits payable                                  100,144                           -               100,144
Provisions                                                            16,454                           -                16,454
Other non-current liabilities                                        171,770                           -               171,770
Total non-current liabilities                                        288,368                          818              289,186
Total liabilities                                                  1,050,879                          818            1,051,697
Shareholders' equity
Share capital                                                      2,446,554                           -             2,446,554
Capital reserve                                                   15,414,429                           -            15,414,429
Other comprehensive income                                            43,167                           -                43,167
Special reserves                                                      11,564                           -                11,564
Surplus reserve                                                      240,162                           -               240,162
Retained earnings                                                  1,257,073                           -             1,257,073
Total shareholders’ equity                                       19,412,949                           -            19,412,949
Total liabilities and shareholders’ equity                       20,463,828                          818           20,464,646
2. Retrospective adjustments due to adoption of new accounting standards for financial instruments and leases
□ Applicable √ Not applicable

                                                                                                                               19
ADAMA Ltd.                  Full Content of the First Quarter Report 2019


III Auditor’s report
Is this Report audited?
□ Yes √ No
This Report is unaudited.


                                                      ADAMA Ltd.
                                                     April 28, 2019




                                                                       20