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安道麦B:2023年第三季度报告(英文版)2023-10-31  

                        ADAMA Ltd.                                                               Third Quarter Report 2023


  Stock Code: 000553(200553)     Stock Abbreviation: ADAMA A(B)   Announcement No. 2023-35




 The Company and all members of its board of directors hereby confirm that all
 information disclosed herein is true, accurate and complete with no false or misleading
 statement or material omission.




                                 ADAMA LTD.

             THIRD QUARTER REPORT 2023


ADAMA Ltd. (hereinafter referred to as “the Company”) is a global leader in crop protection,
providing solutions to farmers across the world to combat weeds, insects and disease.
ADAMA has one of the widest and most diverse portfolios of active ingredients in the world,
state-of-the art R&D, manufacturing and formulation facilities, together with a culture that
empowers our people in markets around the world to listen to farmers and ideate from the
field. This uniquely positions ADAMA to offer a vast array of distinctive mixtures, formulations
and high-quality differentiated products, delivering solutions that meet local farmer and
customer needs in over 100 countries globally.

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


                                     October 2023

                                                                                                     1
ADAMA Ltd.                                                        Third Quarter Report 2023




Important Notice

The Company’s Board of Directors, Board of Supervisors, directors, supervisors and
senior managers confirm that the content of the Report is true, accurate and complete
and contains no false statements, misleading presentations or material omissions,
and assume joint and several legal liability arising therefrom.

Steve Hawkins, the person leading the Company (President and Chief Executive
Officer) as well as its legal representative, and Efrat Nagar, the person leading the
accounting function (Chief Financial Officer), hereby assert and confirm the
truthfulness, accuracy and completeness of the Financial Report.

The Third Quarter Report has not been audited.

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




                                                                                              2
ADAMA Ltd.                                                                                  Third Quarter Report 2023


I.     Main accounting and financial results
1. Whether the Company performs any retroactive adjustments to , or restatements of, its accounting data of last year due
to change in accounting policies or correction of accounting errors
□ Yes √ No


                                                        July - September                     January -
                                                                              +/- (%)                           +/- (%)
                                                               2023                       September 2023
Operating revenues (RMB’000)                               7,406,903        -20.20%        24,660,104         -12.17%
Net profit (loss) attributable to shareholders of the
                                                            (800,317)      -2,320.27%        (1,042,473)       -235.71%
Company (RMB’000)
Net profit (loss) attributable to shareholders of the
Company excluding non-recurring profit and loss             (818,268)      -18,897.79%       (1,123,234)       -270.35%
(RMB’000)
Net cash flow from operating activities (RMB’000)           590,706        377.54%           525,830           133.74%
Basic EPS (RMB/share)                                        (0.3435)      -2,316.19%         (0.4474)         -235.70%
Diluted EPS (RMB/share)                                         N/A            N/A               N/A              N/A
Weighted average return on net assets                         -3.46%          -3.62%           -4.55%           -7.99%
                                                        End of Reporting End of last
                                                                                                     +/- (%)
                                                            Period          year
Total assets (RMB’000)                                   58,239,864     57,980,489                  0.45%
Net assets attributable to shareholders (RMB’000)        22,642,235     23,124,655                  -2.09%




                                                                                                                          3
ADAMA Ltd.                                                                                      Third Quarter Report 2023


2. Non-Recurring profit/loss
√ Applicable □ Not applicable
                                                                                                              Unit: RMB’000
                                                               July -          January -
Item                                                         September        September                  Note
                                                               2023              2023
Gains/losses on the disposal of non-current assets
(including the offset part of asset impairment provisions)           4,820          28,222
Government grants recognized through profit or loss
(excluding government grants closely related to
business of the Company and given at a fixed quota or                4,401          23,454
amount in accordance with government’s uniform
standards)
Recovery or reversal of provision for bad debts which is
assessed individually during the years                              17,395          44,720
Other non-operating income and expenses other than
the above                                                            1,724          15,293
                                                                                            Mainly provision for early
Other profit or loss that meets the definition of non -                                     retirement plan of employees at
recurring profit or loss                                           (2,149)          (4,900) the Company’s Israeli
                                                                                            manufacturing facilities.
Less: Income tax effects                                             8,240          26,028
Total                                                               17,951          80,761

Explanation of other profit or loss that meets the definition of non-recurring profit or loss
√ Applicable □ Not applicable

Mainly provisions for early retirement plan of employees at the Company’s Israeli manufacturing facilities as explained
above in the note.


Explanation of why the Company classified an item as non-recurring profit/loss according to the definition in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public. Non-recurring Profit
and Loss, and reclassified any non-recurring profit/loss item s are given as examples in the said explanatory announcement
to recurrent profit/loss
□ Applicable √ Not applicable

No such cases in the Reporting Period.


3. Changes in main accounting statement items and financial indicators in the Reporting Period, as well as reasons for
the changes
√ Applicable □ Not applicable




                                                                                                                              4
ADAMA Ltd.                                                                                         Third Quarter Report 2023


General Crop Protection (CP) Market Environment 1

High crop protection channel inventories across all geographies due to channel loading in 2022 continued to negatively
impact channel consumption over Q3 2023. In addition, the distribution channel is opting to buy crop inputs on a "just in
time" basis and striving to carry minimal inventory given wide high interest rate environment outside China and abundant
supply of CP products. As a result, customers are buying much closer to the season, leading to a phasing of purchases
into later quarters vs last year. The Brazilian CP market, the largest crop protection market, was down significantly in USD
terms 2, mostly driven by lower volumes. This trend, coupled with the ongoing decline in Active Ingredients prices coming
out of China, is also putting pressure on commodity crop protection prices.


Over Q3 2023 the price trend of crop commodities continued to be mixed. Farmer CP consumption remained positive
across most regions supported by strong planted area.


Update on the War Situation in Israel

On October 7 th 2023, an unprecedented attack was launched against Israel, which thrust Israel into a state of war.

ADAMA is headquartered in Israel and has three manufacturing sites in the country. ADAMA is continuing the production
in its manufacturing sites in Israel, with certain non-significant restrictions, and globally and, at this time, does not expect
this situation to have a material impact on ADAMA's ability to support its markets or on ADAMA’s consolidated financial
results.
ADAMA continues to monitor the situation closely and support its people through these challenging times.



                                        January -                                      January -         Same
                                                         Same period
                                       September                                      September          period
                                                           last year       +/-%                                        +/-%
                                          2023                                           2023          last year
                                                          (000’RMB)
                                       (000’RMB)                                     (000’USD)      (000’USD)
Operating income
                                          24,660,104        28,077,814      -12.17%      3,524,283     4,257,997       -17.23%
(Revenues)

    Cost of goods sold                    19,435,730        20,838,317       -6.73%      2,775,876     3,159,552       -12.14%

    Sales & Marketing expenses             3,206,154         3,231,093       -0.77%        457,749       489,682        -6.52%

    General & Administrative
                                             713,482             972,450    -26.63%        101,885       147,192       -30.78%
    expenses

    R&D expenses                             372,361             415,855    -10.46%         53,240         63,027      -15.53%

     Financial Expenses                      686,670             132,048   420.02%          97,891         15,496     531.72%

     Gain (loss) from Changes in
                                          (1,068,797)      (1,364,883)      -21.69%      (152,786)      (210,040)      -27.26%
     Fair Value

Total Net Financial Expenses               1,755,467         1,496,931      17.27%         250,677       225,536        11.15%

Total profits (loss)                      (1,104,176)            901,110   -222.54%      (154,701)       138,853      -211.41%




1   Sources: Rabobank, Agri Commodity Markets Research, Sep 2023; AgbioInvestor -Quarterly-Briefing-Service-PLUS_Q3-2023;
2   Year-to-date as of Aug 2023, Source: Brazil Industry Panel
                                                                                                                               5
ADAMA Ltd.                                                                                    Third Quarter Report 2023


                                  January -                                      January -          Same
                                                  Same period
                                 September                                      September           period
                                                    last year        +/-%                                        +/-%
                                    2023                                           2023           last year
                                                   (000’RMB)
                                 (000’RMB)                                     (000’USD)       (000’USD)
 Income tax expenses
                                       (61,703)        132,966      -146.41%           (8,894)       20,121     -144.20%
 (income)
Net profit (loss) attributable
to shareholders of the             (1,042,473)         768,144      -235.71%        (145,807)       118,732     -222.80%
Company

EBITDA                               2,209,544       3,983,221       -44.53%         318,310        604,598      -47.35%




                                   Q3 2023          Q3 2022                       Q3 2023         Q3 2022
                                                                     +/-%                                         +/-%
                                  (000’RMB)       (000’RMB)                    (000’USD)      (000’USD)
Operating income
                                     7,406,903       9,281,986       -20.20%        1,032,600      1,359,044      -24.02%
(Revenues)

 Cost of goods sold                  6,077,003       7,015,562       -13.38%          847,196      1,027,235      -17.53%

 Sales & Marketing expenses          1,044,955       1,072,004         -2.52%         145,675        156,961        -7.19%

 General & Administrative
                                       252,336         330,137       -23.57%           35,177         48,309      -27.18%
 expenses

 R&D expenses                          109,983         141,117       -22.06%           15,335         20,664      -25.79%

 Financial Expenses                    230,815         570,273       -59.53%           32,164         83,487      -61.47%

 Gain (loss) from Changes in
                                     (286,579)         (23,165)    1,137.12%         (39,952)         (3,392) 1,077.83%
 Fair Value

Total Net Financial Expenses           517,394         593,438       -12.81%           72,116         86,879      -16.99%

Total profits (loss)                 (785,587)           67,736   -1,259.78%        (109,501)           9,918 -1,204.06%

 Income tax expenses                    14,730           31,690      -53.52%            2,054           4,639     -55.72%

Net profit (loss) attributable
to shareholders of the               (800,317)           36,046   -2,320.27%         (111,555)          5,279 -2,213.18%
Company

EBITDA                                 268,554       1,211,159       -77.83%           37,444        177,324      -78.88%

Note: Since the functional currency of main overseas sub sidiaries is the USD, and the Company’s management review of
the Company’s performance is b ased on the USD results, following explanations and analysis are b ased on USD -
denominated numbers as listed ab ove.


Analysis of Financial Highlights
(1)    Revenues
       Revenues in the third quarter declined by approximately 24% (-20% in RMB terms; -25% in CER terms) to $1,033
       million, reflecting a decrease of 12% in volumes and a decrease of 13% in prices. The lower sales reflect market
       dynamics of high channel inventories, last-minute purchasing following channel destocking in light of high interest
       rates and pressure on crop protection product pricing due to the lower channel demand.
       These results brought the revenues in the first nine months of 2023 to $3,524 million, a decline of approximately
                                                                                                                          6
ADAMA Ltd.                                                                                     Third Quarter Report 2023


        17% (-12% in RMB terms; -15% in CER terms), reflecting a decrease of 10% in volumes and a decrease of 5% in
        prices. This is in comparison to the record sales the Company achieved in 2022, which reflected the high demand
        due to supply uncertainty in the market.



Regional Sales Performance


                                               Q3 2023   Q3 2022       Change       9M 2023      9M 2022       Change
                                                 $m        $m           USD           $m           $m           USD
Europe, Africa & Middle East (EAME)*             235         257         -8.8%          999        1,051         -4.9%
North America                                    133         174        -23.9%          568          736        -22.8%
Latin America                                    350         548        -36.1%          912        1,161        -21.4%
Asia Pacific                                     315         380        -17.0%        1,044        1,310        -20.3%
 Of which China                                  130         156        -16.5%          453          605        -25.1%
Total                                           1,033      1,359        -24.0%        3,524        4,258        -17.2%



* 2022 denote proforma sales. As of 2023, the India, Middle East & Africa (IMA) region has been reorganized such that the
countries formerly included in this region are now included in the Europe region (renamed EAME) or in the Asia Pacific
region.
Note: the numbers in this table may not sum due to rounding.


Europe, Africa & Middle East (EAME): Sales in EAME decreased in the third quarter and nine-month period following
overall crop protection market slow down leading to lower volumes and pressure on prices. In Europe this trend was
particularly notable in Northern Europe with high channel inventory and in Central Europe, where cheap grain from Ukraine
impacted farmers' investments in crops. The Company succeeded in increasing its sales in France , Italy and Iberia
following weak seasons last year and with the company seizing opportunities in the cereal market in France.

North America: Consumer & Professional Solutions - Sales in the third quarter and nine-month period were impacted
by softening demand both in the consumer and professional solutions markets following a decline in disposable income,
an outcome of inflationary pressures and high interest rates, and high channel inventories. Additionally, sales shifted from
the third quarter to the fourth quarter to align with season use.

In the US Ag market sales in the third quarter and the nine-month period declined reflecting the overall dynamic of the
channel lowering inventory levels due to high interest rates with demand focusing on "just-in-time" supply from producers.

Sales in Canada were significantly impacted in the third quarter among others due to the negative effect of the weather on
fungicide sales and pricing pressure. In the nine-month period the decline in sales was more moderate as the sales were
supported by the strong performance in the first half of the year fo llowing expansion of the Company's portfolio during 2022
and relatively stable pricing in the market.

Latin America: Brazil - CP market contraction, characterized by channel destocking and softening pricing, led to a decline
in the company's sales in the third quarter and nine-month period.

In the rest of LATAM, sales in the third quarter and nine-month period decreased, following pressure on prices and dryer
weather than expected. This is despite the strong performance of the biologicals portfolio and gaining market share in
some key countries .

Asia-Pacific: In China, the market is experiencing oversupply and pricing pressure impacting both the branded formulation
                                                                                                                           7
ADAMA Ltd.                                                                                          Third Quarter Report 2023


and non-ag sales, partially offset by the increase of AI sales as a result of active efforts to expand the markets and
customers along with the Sanonda Jingzhou site reaching high utilization after relocation.

Sales in the wider APAC and in India decreased in the third quarter and first nine-month period despite an increase in
volumes sold in Asia and Pacific regions. Sales were negatively impacted by pressure on prices, especially in Australia
and India with the beginning of El Nio and a weak monsoon season.



(2)    Cost of Goods and Gross Profit
       The decline in the gross profit in the first nine months was due to the decline in sales, as described above, high-
       cost inventory and negative exchange rates moderated by lower transportation and logistics costs . In the third
       quarter, these impacts had a higher adverse effect, though moderated by lower transportation and logistics costs
       and slightly moderated by the positive impact of exchange rates and the initial effect of new inventory sold, priced
       at market levels.


(3)    Operating Expenses:
       Operating expenses include Sales and Marketing, General a nd Administration and R&D.
       The Company recorded certain non-operational charges within its operating expenses amounting to RMB 49 million
       ($7 million) in Q3 2023 in comparison to RMB 20 million ($3 million) in Q3 2022, and RMB 153 million ($22 million)
       in 9M 2023 in comparison to RMB 202 million ($31 million) in 9M 2022, mainly as follows:
       (i) Non-cash amortization charges in respect of Transfer assets received and written -up related to the 2017
       ChemChina-Syngenta acquisition. 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, the Divestment and Transfer transactions had no net impact on the underlying
       economic performance of the Company. These additional amortization charges will continue until 2032 but at a
       reducing rate, yet will still be at a meaningful level until 2028; (ii) Charges related mainly to the non -cash amortization
       of intangible assets created as part of the Purchase Price Allocation (PPA) on acquisitions, with no impact on the
       ongoing performance of the companies acquired; and (iii) Incentive plans - share-based compensation.
       Excluding the impact of the abovementioned non-operational items, the lower operating expenses in the third
       quarter and first nine-month period of 2023 were mainly due to OPEX management measures, an adjustment of a
       provision for success-based compensation and the positive impact of exchange rates. Additionally, in the first nine
       months year of 2022 the Company recorded a provision for doubtful debts in Ukraine.



(4)    Financial Expenses
       “Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreign
       exchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out any
       hedging.
       The impact of Financial Expenses (before hedging) is an expense of RMB 687 million ($98 million) for the nine
       months of 2023 compared with an expense of RMB 132 million ($15 million) for the corresponding period in 2022.
       Given the global nature of its operational activities and the composition of its assets and liabilities, the Company, in
       the ordinary course of its business, uses foreign currency derivatives (forwards and options) to hedge the cash flow
       risks associated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations.
       “Gains/Losses from Changes in Fair Value” amounted to a net loss of RMB 1,069 million ($153 million) in the

                                                                                                                                 8
ADAMA Ltd.                                                                                         Third Quarter Report 2023


      first nine months of 2023, mainly due to hedging transactions, compared with a net loss of RMB 1,365 million ($210
      million) in the corresponding period in 2022
      The aggregate of Financial Expenses and Gains/Losses from Changes in Fair Value (hereinafter as “Total Net
      Financial Expenses”), which more comprehensively reflects the financial expenses of the Company in supporting
      its main business and protecting its monetary assets/liabilities, amounts to RMB 1,755 million ($251 million) in the
      nine months of 2023 compared with RMB 1,497 million ($226 million) in the corresponding period in 2022.
      The higher Total Net Financial Expenses were mainly due to higher bank interest expenses as stated above partially
      offset by lower bond interest and CPI.


(5)   Credit and Asset Impairment Loss
      During the first nine months of 2023, the Company recorded provisions for asset and credit loss impairments totaling
      RMB 275 million (approximately $39 million). These provisions are mainly related to impairment of inventories
      mainly due to the decline in the market price of certain products and other inventory management issues part of the
      ordinary course of the Company’s business and credit loss impairment of accounts receivables made during the
      ordinary course of the Company’s business. For details, please refer to Asset Impa irment Announcement
      (Announcement No. 2023-36) disclosed on October 31, 2023 at cninfo.com.


(6)   Income Tax Expenses
      Despite reaching losses before tax, the Company recorded tax expenses in the third quarter and recorded a low
      tax income in the first nine-month period of 2023, mainly because the generation of the losses were primarily by
      subsidiaries with relatively lower tax rates than the subsidiaries that generated profit. Additionally, in the third quarter
      the company recorded tax expenses due to the non-cash impact of the weakness of the BRL in the third quarter
      that effect the value of non-monetary tax assets. In the first nine months of 2022, the company recognized a high
      deferred tax asset, related to inter-group sales, that led to a decline in the tax on income.




                                                                                                                                9
ADAMA Ltd.                                                                                 Third Quarter Report 2023


Changes in main assets and liabilities
                                                                                                         Unit: RMB’000
                                End of
                                            End of last
      Assets and liabilities   Reporting                   +/- (%)                      Explanation
                                               year
                                Period
  Cash at bank and on
                               5,294,442    4,290,961     23.39%      Additional financing and less procurement
  hand
  Derivative financial
                                308,208      233,809      31.82%      Changes due to revaluation of derivatives
  assets
                                                                      Mainly decrease in receivables in respect of
  Other receivables             684,280     1,021,824     -33.03%
                                                                      securitization transaction
  Inventories                  15,283,558   16,927,241     -9.71%     Decrease in the procurement of goods

  Deferred tax assets          1,758,080    1,347,263     30.49%      Mainly due to losses carried forward

  Short-term loans             6,513,139    3,342,921     94.83%      Supporting the on-going business activities
  Derivative financial
                                792,872      545,516      45.34%      Changes due to revaluation of derivatives
  liabilities
  Bills payable                 469,390     1,114,775     -57.89%     Decrease in the procurement of goods

  Accounts payable             4,727,821    7,527,269     -37.19%     Decrease in the procurement of goods
  Employee benefits                                                   Adjustment of a provision for success -based
                                847,842     1,370,786     -38.15%
  payable                                                             compensation
                                                                      Mainly increase liabilities in respect of
  Other payables               2,422,564    1,611,282     50.35%      securitization transaction and accrued
                                                                      expenses for interests
  Other non-current
                               2,389,178    1,255,875     90.24%      Increase in loan from related party
  liabilities




II.       Information regarding the Shareholders
1.        Total number of ordinary shareholders and preference shareholders who had resumed their voting
          rights, and shareholdings of top 10 shareholders at the period-end
                                                                                                             Unit: share
                                                                               Total number of preference
                                             41,822 (the number of ordinary A
                                                                               shareholders    who      had
Total number of ordinary shareholders at the share shareholders is 28,918; the
                                                                               resumed their voting right at     0
end of the Reporting Period                  number of B share shareholders the end of the Reporting
                                             is 12,904)
                                                                               Period (if any)
                                         Shareholdings of top 10 shareholders
     Name of shareholder         Nature of Shareholding         Number of         Number of       Pledged or frozen
                                shareholde percentage          shares held        restricted           shares
                                     r                                           shares held      Status     Number
Syngenta Group Co., Ltd.          State-
                                  owned
                                                 78.47%       1,828,137,961           --            --           --
                                   legal
                                  person
China       Cinda         Asset   State-
Management Co., Ltd.              owned
                                                  1.34%          31,115,916           --            --           --
                                   legal
                                  person
Bosera            Funds-China
Merchants Bank- Bosera Funds Others               0.28%           6,500,000           --            --           --
Xincheng No.2 Collective Asset
                                                                                                                     10
ADAMA Ltd.                                                                                   Third Quarter Report 2023


Management Plan
                                 Domestic
Wu Feng                           Natural        0.26%             6,156,969          --              --           --
                                  Person
Bosera Funds -Postal Savings
Bank- Bosera Funds Xincheng
                                   Others        0.26%             6,000,000          --              --           --
No.3     Collective   Asset
Management Plan
                                Domestic
Zhu Shenglan                      Natural         0.25%             5,756,000          --               --           --
                                  Person
                                Overseas
Hong Kong Securities Clearing
                                    Legal         0.24%             5,566,301
Company Ltd. (HKSCC)
                                  Person
China     Universal      Asset
Management Fund-Industrial
Bank-CUAM-Strategic               Others          0.19%             4,400,000          --               --           --
Enhancement No.3 Collective
Asset Management Plan
                                   State-
Qichun County State-owned
                                  owned
Assets     Supervision     and                    0.18%             4,169,266          --               --           --
                                    Legal
Administration Bureau
                                  Person
Bosera Funds -Postal Savings
Bank- Bosera Funds Xincheng
                                  Others          0.17%             4,000,000          --               --           --
No.4      Collective     Asset
Management Plan
                                 Shareholdings of top 10 non-restricted shareholders
       Name of shareholder             Number of non-restricted                        Type of shares
                                     shares held at the period-end              Type                       Number
Syngenta Group Co., Ltd.                   1,828,137,961                RMB ordinary share            1,828,137,961
China Cinda Asset Management
                                               31,115,916               RMB ordinary share                 31,115,916
Co., Ltd.
Bosera Funds-China Merchants
Bank- Bosera Funds Xincheng
                                                6,500,000               RMB Ordinary Share                  6,500,000
No.2 Collective Asset Management
Plan
Wu Feng                                         6,156,969               RMB Ordinary Share                  6,156,969
Bosera Funds-Postal Savings
Bank- Bosera Funds Xincheng
                                                6,000,000               RMB Ordinary Share                  6,000,000
No.3 Collective Asset Management
Plan
Zhu Shenglan                                    5,756,000               RMB Ordinary Share                  5,756,000
Hong Kong Securities Clearing
                                                5,566,301               RMB Ordinary Share                  5,566,301
Company Ltd. (HKSCC)
China        Universal       Asset
Management          Fund-Industrial
Bank-CUAM-Strategic                             4,400,000               RMB Ordinary Share                  4,400,000
Enhancement No.3 Collective
Asset Management Plan
Qichun    County      State-owned
Assets       Supervision      and               4,169,266               RMB Ordinary Share                  4,169,266
Administration Bureau
Bosera Funds-Postal Savings
Bank- Bosera Funds Xincheng
                                                4,000,000               RMB Ordinary Share                  4,000,000
No.4 Collective Asset Management
Plan
                                     Syngenta Group Co., Ltd. is not a related party or acting -in-concert party as
                                     prescribed in the Administrative Methods for Acquisition of Listed Companies to other
Related or act-in-concert parties
                                     shareholders. It is unknown to the Company whether shareholders above are related
among the shareholders above
                                     parties or acting-in-concert parties as prescribed in the Administrative Methods for
                                     Acquisition of Listed Companies.
Top 10 ordinary shareholders Shareholder Wu Feng held 4,776,243 shares of the Company through an ordinary

                                                                                                                        11
ADAMA Ltd.                                                                                  Third Quarter Report 2023


conducting      securities    margin securities trading account and 1,380,726 shares of the Company through a credit
trading                              collateral securities trading account, the total sum of which is 6,156,969 shares.
                                     Shareholder Zhu Shenglan held 5,756,000 shares of the Company through a credit
                                     collateral securities trading account.

2.     Total number of preference shareholders and shareholdings of the top 10 of such at the period-end
□ Applicable √ Not applicable



III.   Other Significant Events
□ Applicable √ Not applicable




                                                                                                                      12
ADAMA Ltd.                                                                                                 Third Quarter Report 2023


IV.    Financial Statements
i. Financial Statements
1. Consolidated balance sheet
Prepared by ADAMA Ltd.
                                                       30 September 2023
                                                                                                                          Unit: RMB’000
                                 September 30,    December 31,                                         September 30,      December 31,
Item                                                                            Item
                                     2023             2022                                                 2023               2022
Current assets:                                                   Current liabilities:
 Cash at bank and on hand             5,294,442      4,290,961      Short-term loans                          6,513,139       3,342,921
 Financial assets held for
                                         1,881           1,685      Derivative financial liabilities           792,872         545,516
    trading
 Derivative financial assets            308,208        233,809      Bills payable                               469,390       1,114,775
 Bills receivable                       129,839        112,297      Accounts payable                          4,727,821       7,527,269
 Accounts receivable                  8,655,994      9,018,375      Contract liabilities                      1,657,021       1,776,573
 Receivables financing                  191,102         63,639      Employee benefits payable                   847,842       1,370,786
 Prepayments                            348,360        341,102      Taxes payable                               419,240         459,574
 Other receivables                      684,280      1,021,824      Other payables                            2,422,564       1,611,282
                                                                    Non-current liabilities due
  Inventories                        15,283,558      16,927,241                                               2,519,292       2,262,131
                                                                      within one year
  Other current assets                1,117,735       1,129,688     Other current liabilities                   748,337         703,794
Total current assets                 32,015,399      33,140,621   Total current liabilities                  21,117,518      20,714,621
Non-current assets:                                               Non-current liabilities:
  Long-term receivables                 73,126          82,510      Long-term loans                           3,037,852       3,662,870
  Long-term equity investments          28,955          26,368      Debentures payable                        7,199,797       7,353,511
  Other equity investments             163,503         158,341      Lease liabilities                           506,316         431,076
  Investment properties                 22,554           3,168      Long-term accounts payable                  102,463         107,686
                                                                    Long-term employee benefits
  Fixed assets                        9,386,997      8,952,184        payables                                 648,046         792,153
  Construction in progress            3,241,534       2,961,401     Provisions                                  291,561         222,181
  Right-of-use assets                   646,491         555,889     Deferred tax liabilities                    304,898         315,861
  Intangible assets                   5,392,647       5,342,754     Other non-current liabilities             2,389,178       1,255,875
  Goodwill                            5,068,366       4,805,157   Total non-current liabilities              14,480,111      14,141,213
  Deferred tax assets                 1,758,080       1,347,263   Total liabilities                          35,597,629      34,855,834
  Other non-current assets              442,212         604,833   Shareholders’ equity:
Total non-current assets             26,224,465      24,839,868     Share capital                             2,329,812       2,329,812
Total assets                         58,239,864      57,980,489     Capital reserves                         12,950,464      12,986,333
                                                                    Other comprehensive
                                                                      income                                  1,829,985       1,080,590
                                                                    Special reserves                             16,852          15,818
                                                                    Surplus reserves                            242,498         242,498
                                                                    Retained earnings                         5,272,624       6,469,604
                                                                  Total equity attributed to the
                                                                                                             22,642,235      23,124,655
                                                                  shareholders of the company
                                                                  Non-controlling interests                           -               -
                                                                  Total equity                               22,642,235      23,124,655
                                                                  Total liabilities and equity               58,239,864      57,980,489




          Steve Hawkins                                    Efrat Nagar                                         Efrat Nagar
       Legal representative                        Chief of the accounting work                        Chief of the accounting organ




                                                                                                                                         13
ADAMA Ltd.                                                                                Third Quarter Report 2023


2.   Consolidated income statement for the period from the year-beginning to the end of the Reporting Period
                                                                                                       Unit: RMB’000
                                                                           January-September, January-September,
                                 Item
                                                                                  2023               2022
1. Total operating Income                                                           24,660,104         28,077,814
    Less:       Cost of sales                                                       19,435,730         20,838,317
                Taxes and surcharges                                                    79,817             80,507
                Selling and Distribution expenses                                    3,206,154          3,231,093
                General and Administrative expenses                                    713,482            972,450
                Research and Development expenses                                      372,361            415,855
                Financial expenses                                                     686,670            132,048
                      Including: Interest expense                                      873,611            525,681
                                 Interest income                                       235,730            111,595
    Add:        Investment income, net                                                  17,134             10,889
                   Including: Income from investment in associates
                                                                                         4,393                 10,889
                     and joint ventures
                Loss from changes in fair value                                     (1,068,797)          (1,364,883)
                Credit impairment losses                                               (46,205)             (97,785)
                Asset Impairment losses                                               (228,926)            (132,121)
                Gain from disposal of assets                                             26,971               62,491
2. Operating profit (loss)                                                          (1,133,933)              886,135
    Add: Non-operating income                                                            61,910               38,257
    Less: Non-operating expense                                                          32,153               23,282
3. Total profit (loss)                                                              (1,104,176)              901,110
    Less: income tax expense (income)                                                  (61,703)              132,966
4. Net profit (loss)                                                                (1,042,473)              768,144
    4.1 Classified by nature of operations
        4.1.1 Continuing operations                                                 (1,042,473)              768,144
    4.2 Classified by ownership
        4.2.1 Shareholders of the Company                                           (1,042,473)               768,144
        4.2.2 Non-controlling interests                                                       -                     -
5. Other comprehensive income net of tax                                                749,395             1,797,634
    Other comprehensive income net of tax attributable to shareholders
                                                                                       749,395              1,797,634
       of the Company
    5.1 Items that will not be reclassified into profit/loss                            15,564                  75,796
         5.1.1 Re-measurement of defined benefit plan liability                         15,564                  75,796
    5.2 Items that were or will be reclassified to profit or loss                      733,831              1,721,838
         5.2.1 Effective portion of gains or loss of cash flow hedge                    56,675                (24,433)
         5.2.2 Translation differences of foreign financial statements                 677,156              1,746,271
   Other comprehensive income net of tax attributable to Non-controlling
                                                                                              -                        -
      interests
6. Total comprehensive income (loss) for the period                                  (293,078)              2,565,778
   Total comprehensive income (loss) attributable to shareholders
                                                                                     (293,078)              2,565,778
      of the Company
   Total comprehensive income attributable to Non-controlling interests                       -                        -
7. Earnings (loss) per share
      7.1 Basic earnings (loss) per share (RMB/ share)                                (0.4474)                 0.3297
      7.2 Diluted earnings per share (RMB/ share)                                          N/A                    N/A




         Steve Hawkins                               Efrat Nagar                              Efrat Nagar
      Legal representative                   Chief of the accounting work             Chief of the accounting organ
                                                                                                                      14
ADAMA Ltd.                                                                                   Third Quarter Report 2023


3.    Consolidated cash flow statement for the period from the year-beginning to the end of the Reporting
      Period
                                                                                                         Unit: RMB’000
                                                                        January-September,      January-September,
                                Item
                                                                               2023                    2022
1. Cash flows from operating activities:
   Cash received from sale of goods and rendering of services                     24,801,386               26,141,756
   Refund of taxes and surcharges                                                    120,349                   240,522
   Cash received relating to other operating activities                              360,690                   729,056
   Sub-total of cash inflows from operating activities                            25,282,425                27,111,334
   Cash paid for goods and services                                               18,461,118               22,192,149
   Cash paid to and on behalf of employees                                         3,439,222                 3,130,092
   Payments of taxes and surcharges                                                  487,549                   771,897
   Cash paid relating to other operating activities                                2,368,706                 2,575,896
   Sub-total of cash outflows from operating activities                           24,756,595               28,670,034
   Net cash flows from operating activities                                          525,830               (1,558,700)
2. Cash flows from investing activities:
   Cash receipts from disposal of investments                                       171,646                      5,887
   Cash received from investment income                                               4,637                      1,588
   Net cash received from disposal of fixed assets, intangible assets
                                                                                     36,850                     71,850
     and other long-term assets
   Cash received for other investing activities                                      37,984                      2,325
   Sub-total of cash inflows from investing activities                              251,117                     81,650
   Cash paid to acquire fixed assets, intangible assets and other
                                                                                   1,706,970                 1,968,585
     long-term assets
   Cash paid for acquisition of investments                                            2,843                             -
   Net cash paid to acquire subsidiaries or other
                                                                                    148,460                              -
     business units
   Cash paid for other investing activities                                            6,481                    89,395
   Sub-total of cash outflows from investing activities                            1,864,754                 2,057,980
   Net cash flows from investing activities                                      (1,613,637)               (1,976,330)
3. Cash flows from financing activities:
   Cash received from borrowings                                                   4,458,035                 3,909,042
   Cash received relating to other financing activities                            1,191,050                    26,750
   Sub-total of cash inflows from financing activities                             5,649,085                 3,935,792
   Cash repayment of borrowings                                                    1,973,706                 1,324,163
   Cash payment for dividends, profit distributions or interest                      915,438                   571,867
    Including: dividends paid to non-controlling interest                             91,597                    39,074
   Cash paid relating to other financing activities                                  723,786                   932,457
   Sub-total of cash outflows from financing activities                            3,612,930                 2,828,487
   Net cash flows from financing activities                                        2,036,155                 1,107,305
4. Effect of foreign exchange rate changes on cash and cash
                                                                                    107,187                    311,082
     equivalents
5. Net increase (decrease) in cash and cash equivalents                            1,055,535                (2,116,643)
   Add: Cash and cash equivalents at the beginning of the period                   4,225,253                 5,759,480
6. Cash and cash equivalents at the end of the period                              5,280,788                 3,642,837




                                                                                                                     15
ADAMA Ltd.                                                           Third Quarter Report 2023


ii. Impact of initial application of new accounting standards on the opening balances of
    current year
□ Applicable √ Not applicable



iii. Auditor’s report
Is this Report audited?

□ Yes √ No

This Report is unaudited.


                                                                              Board of Directors
                                                                                  ADAMA Ltd.

                                                                              October 31, 2023




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