ADAMA Ltd. Full Content of the First Quarter Report 2020 ADAMA LTD. FIRST QUARTER REPORT 2020 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. April 2020 1 ADAMA Ltd. Full Content of the First Quarter Report 2020 Section I - 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. Ignacio Dominguez, the person leading the Company (President and Chief Executive Officer) as well as its legal representative, and Aviram Lahav, the person leading the accounting function (Chief Financial Officer & Deputy Chief Executive Officer), hereby assert and confirm the truthfulness, accuracy and completeness of the Financial Report. All of the Company’s directors attended the board meeting for the review of 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 2020 Section II - Financial Highlights & Shareholder Changes 1. Main accounting and financial results 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 January - March 2020 January - March 2019 YoY +/- (%) Operating revenues (RMB’000) 6,782,243 6,787,751 -0.08% Net profit attributable to shareholders of the Company (16,707) 366,756 -104.56% (RMB’000) Net profit attributable to shareholders of the Company 16,813 285,087 -94.10% excluding non-recurring profit and loss (RMB’000) Net cash flow from operating activities (RMB’000) (384,708) (1,289,484) -70.17% Basic EPS (RMB/share) (0.007) 0.150 -104. 67% Diluted EPS (RMB/share) NA NA NA Weighted average return on net assets -0.07% 1.61% -1.68% End of Reporting End of last year +/- (%) Period Total assets (RMB’000) 47,780,240 45,288, 940 5.50% Net assets attributable to shareholders (RMB’000) 22,500,143 22,371,665 0.57% Please see key additional information and further details included in the Annex. Non-Recurring profit/loss √ Applicable □ Not applicable Unit: RMB’000 Item January-March 2020 Notes Gains/losses on the disposal of non-current assets (including the write-off of 7,692 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 10,794 determined under quantitative methods in accordance with the national standard) Reversal of provision for receivables and contract assets, that are subject to 9,871 specific provision Other non-operating income and expenses other than the above 2,176 Employee early Other profit or loss that meets the definition of non-recurring profit or loss (59,752) retirement plan expenses Less: Income tax effects 4,301 Total (33,520) 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 given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases during the Reporting Period. 3 ADAMA Ltd. Full Content of the First Quarter Report 2020 I. 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 and shareholdings of top 10 shareholders at the period-end Unit: share 51,151 Total number of preference (the number of ordinary A Total number of ordinary shareholders at the shareholders who had resumed share shareholders is 35,706; 0 end of the Reporting Period their voting right at the end of the number of B share the Reporting Period (if any) shareholders is 15,445) Shareholdings of top 10 shareholders Number of Pledged or frozen Nature of Shareholding Number of shares Name of shareholder restricted shares shareholder percentage shares held 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 State-owned 4.89% 119,687,202 -- -- -- Co., Ltd. legal person China Cinda Asset State-owned 1.37% 33,557,046 -- -- -- Management Co., Ltd. legal person China Structural Reform State-owned 1.37% 33,557,046 -- -- -- Fund Co., Ltd. legal person Portfolio No.503 of National Others 0.92% 22,500,052 -- -- -- Social Security Fund Overseas UBS AG 0.58% 14,264,374 -- -- -- legal person CCB Principal-ICBC-Avic Trust, Trust Plan of Pooled Funds of CCB Principal Others 0.53% 12,885,906 -- -- -- Private Placement Investment, Tianqi (2016) No. 293 of Avic Trust Caitong Fund Fuchun Chuangyi Private Placement Others 0.19% 4,697,986 -- -- -- No.3 Asset Management Plan GUOTAI JUNAN Overseas SECURITIES(HONGKONG) 0.18% 4,309,872 -- -- -- legal person LIMITED State-owned Assets Administration Bureau of State 0.17% 4,169,266 -- -- -- Qichun County Shareholdings of top 10 non-restricted shareholders Number of non-restricted Type of shares Name of shareholder shares held at the period-end Type Number Jingzhou Sanonda Holding Co., RMB ordinary share 119,687,202 119,687,202 Ltd. China Cinda Asset Management RMB ordinary share 33,557,046 33,557,046 Co., 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 22,500,052 22,500,052 Security Fund UBS AG 14,264,374 RMB ordinary share 14,264,374 CCB Principal-ICBC-Avic Trust, Trust Plan of Pooled Funds of CCB Principal Private Placement 12,885,906 RMB ordinary share 12,885,906 Investment, Tianqi (2016) No. 293 of Avic Trust Caitong Fund Fuchun Chuangyi RMB ordinary share 4,697,986 4,697,986 Private Placement No.3 Asset 4 ADAMA Ltd. Full Content of the First Quarter Report 2020 Management Plan GUOTAI JUNAN SECURITIES(HONGKONG) 4,309,872 Domestically listed foreign share 4,309,872 LIMITED State-owned Assets Administration RMB ordinary share 4,169,266 4,169,266 Bureau of Qichun County China Agricultural Bank-CSI 500 Trading Open Index Investment 4,030,584 RMB ordinary share 4,030,584 Funds 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 Related or act-in-concert parties Listed Companies. Sanonda Holding is a wholly-controlled subsidiary of CNAC. It is among the shareholders above unknown to the Company 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 No suc h issue. trading (if any) Note: China National Agrochemical Co., Ltd. (“CNAC”) and Syngenta Group Co., Ltd. (formerly: “China (Shanghai) Agricultural Technology Co., Ltd.”, and hereinafter: the “Syngenta Group”) have signed a Share Transfer Agreement on January 5, 2020 for the transfer of the State-owned 74.02% shares of the Company directly held by CNAC to Syngenta Group. 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 2020 Section III - Significant 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 During the first quarter of 2020, the global agrochemical market, amongst many others, was impacted by the unprecedented Coronavirus pandemic, COVID-19 ("COVID-19"). The pandemic, which started early in the quarter and now continues to rage throughout the rest of the world, has had a number of adverse effects on the Company’s performance in the first quarter, compared to the corresponding period last year, the most significant of which were: In China, while operations at the Company’s Huai’An, Jiangsu site have continued without material interruption, operations at the Jingzhou site in Hubei province were temporarily suspended from late January until the end of February due to the COVID-19 in the province. Although operations at the site recommenced at the beginning of March, restrictions on logistics remained, impacting the free transport of goods to and from the sites and to the ports; Renewed tightening in supply of raw materials and intermediates sourced from third parties in China and around the world; Restrictions on international trading and sales through the Company’s global channels, as well as increased costs of global shipping, airfreight and other logistics; Lower demand in the Company’s US Consumer & Professional (non-crop) businesses, as retailers slowed their restocking of products; Significant impacts on global currency markets, which have seen the rapid depreciation of many currencies against the US dollar, most notably the Brazilian Real, Australian dollar, Turkish Lira and Indian Rupee, as well as increased volatility in the Euro. These movements have negatively impacted the Company’s performance in the first quarter compared to the corresponding period last year. The ongoing spread of the pandemic is expected to continue to negatively impact the performance of the Company in the second quarter, and potentially beyond. The Company is actively managing its response to the outbreak in order to ensure the safety of its employees and limit the impact on the Company’s performance. Actions being taken include extending and strengthening distribution channels, use of expedited transport options where possible, working collaboratively with supply chain partners, and raising prices wherever possible to accommodate the weaker currencies and increased logistics costs. 6 ADAMA Ltd. Full Content of the First Quarter Report 2020 Q1 2020 Q1 2019 Q1 2020 Q1 2019 +/-% +/-% (000’RMB) (000’RMB) (000’USD) (000’USD) Operating income 6,782,243 6,787,751 -0.08% 972,531 1,006,421 -3.37% (Revenues) Cost of goods sold 4,757,413 4,449,236 6.93% 682,181 659,691 3.41% Gross Profits 2,024,830 2,338,515 -13.41% 290,350 346,730 -16.26% % of Sales 29.85% 34.45% - 29.85% 34.45% - *Total Operating 1,647,108 1,682,833 -2.12% 240,055 249,511 -3.79% Expenses Financial Expenses 411,620 479,381 -14.14% 59,022 71,082 -16.97% Gain (loss) from Changes 323,813 794,180 -59.23% 46,433 117,753 -60.57% in Fair Value Investment Income (loss) -129,323 -550,462 -76.51% -18,544 -81,617 -77.28% Total Net Financial Expenses and Investment 217,130 235,663 -7,86% 31,133 34,946 -10.91% Income Total profits 136,632 415,111 -67.09% 19,601 61,547 -68.15% % of Sales 2.02% 6.12% - 2.02% 6.12% - Income tax expenses 153,339 48,355 217.11% 21,988 7,171 206.62% Net income (16,707) 366,756 -104.56% -2,387 54,376 -104.39% % of Sales -0.25% 5.4% - -0.25% 5.4% - EBITDA 927,888 1,232,110 -24.69% 133,058 182,689 -27.17% % of Sales 13.68% 18.15% - 13.68% 18.15% - * Total operating expenses includes Sales and Marketing, General and Administrative and Research and Development expenses Note: As the Company’s functional currency is USD, following explanations and analysis are based on USD-denominated numbers as listed above. Analysis of Financial Highlights (1) Revenues Revenues in the first quarter were $973 million, up 2% at constant exchange rates, with continued business growth in the face of the COVID-19 pandemic. Constant currency sales were constrained by an estimated $47 million due to COVID-19. In addition, sales were heavily impacted by the depreciation of global currencies, resulting in sales in US dollar terms being 3% below those of the same period last year. The Company delivered solid business growth in Europe, driven by a strong performance in Eastern European countries, as well as throughout the India, Middle East & Africa region supported by favorable weather conditions in key areas. In Latin America, the Company was strengthened by its recent acquisition in Peru, but sales were impacted by the depreciation of regional currencies, most notably the Brazilian Real. Sales in North America were lower largely due to the impact of the COVID-19 on demand for the Company’s Consumer & Professional products. In Asia-Pacific (excluding China), a strong performance in Australia, which has begun to see a recovery from the extreme drought conditions of the past few years, largely compensated for a COVID-19-driven slowdown in East-Asian markets and the depreciation of local currencies. In China, despite seeing continued growth in the sales of the Company’s branded, formulated products, overall sales in the country were impacted by lower sales of intermediates and unformulated products, mainly those produced at the Jingzhou site which was temporarily suspended during the quarter. 7 ADAMA Ltd. Full Content of the First Quarter Report 2020 Regional Sales Performance Q1 2020 Q1 2019 Change $m $m USD Europe 357 360 -1.0% North America 168 180 -6.7% Latin America 159 159 -0.3% Asia Pacific 158 186 -14.9% Of which China 68 94 -27.1% India, Middle East & Africa 131 121 +8.3% Total 973 1,006 -3.4% Europe: Sales increased by 2.7% in the first quarter at constant exchange rates, compared with the corresponding period last year, driven by continued business growth, partially offset by lower prices resulting from high inventory levels in the industry’s distribution channels. In Northern Europe, the Company saw pleasing business growth in the quarter, partially recovering from supply constraints seen in 2019 that affected key products. The Company delivered robust growth in most Eastern European countries supported by favorable weather conditions, with noteworthy performances recorded in Russia and Ukraine, where the Company is seeing continued market share gains, as well as Hungary and Romania, which benefited from an early start to the 2020 season. In addition, the Company grew in the key western European markets of France and Italy. In US dollar terms, sales in Europe were lower by 1.0% in the quarter, compared to the corresponding period last year, reflecting the net impact of weaker currencies, largely due to the COVID-19. North America: Sales in the quarter were lower by 6.0%, at constant exchange rates, compared to the corresponding period last year, largely due to the impact of the COVID-19, which reduced demand for the Company’s Consumer & Professional (non-crop) products. The Company recorded strong business growth in Canada with solid demand for crop protection products, as well as favorable weather conditions. In the US, the Company obtained two new rice herbicide registrations in the quarter, enhancing its portfolio of solutions for conventional rice and complementing the Company’s Preface and Postscript herbicides for the FullPage Rice Cropping Solution, furthering the Company’s offering to rice farmers. In US dollar terms, sales in North America were lower by 6.7% in the quarter, compared to the corresponding period last year, reflecting the COVID-19-related weakening of the Canadian Dollar. Latin America: Sales grew by 12.5% in the first quarter, at constant exchange rates, compared to the corresponding period last year. The robust performance was driven by strong business growth, bolstered by the Company’s recent acquisition in Peru, alongside continued price increases. The Company saw continued constant-currency business growth in Brazil in the quarter, despite drought conditions which delayed the planting season in key crops including soybean and reduced application of fungicides. Noteworthy performances were also recorded in the quarter in Mexico, benefiting from good weather conditions particularly in the Pacific region, as well as Colombia and Ecuador, driven by a good harvest season in key crops. The Company continues to expand its differentiated product offering in the region with the launch during the quarter of EMINENT, a dual mode broad-spectrum insecticide, in Argentina. The Company also obtained the registration of UBERTOP, an insecticide used mainly for the control of a wide range of pests in tomato and cabbage, in Mexico. In US dollar terms, sales in Latin America were lower by 0.3% in the quarter, compared to the corresponding period last 8 ADAMA Ltd. Full Content of the First Quarter Report 2020 year, reflecting the significant depreciation of regional currencies, most notably the Brazilian Real, as a result of the COVID-19outbreak. Asia Pacific: Sales were lower by 9.8% in the quarter, at constant exchange rates, compared to the corresponding period last year, due largely to the outbreak of the COVID-19, which started early in the quarter. In Asia-Pacific (excluding China), a strong performance in Australia, which has begun to see a recovery from the extreme drought conditions of the past few years, largely compensated for a COVID-19-driven slowdown in East-Asian markets. In China, despite seeing continued growth in the sales of the Company’s branded, formulated products, overall sales in the country were impacted by the COVID-19 which resulted in logistics and supply challenges, and reduced sales of intermediates and unformulated products from the temporarily suspended Jingzhou site. During the quarter, the Company launched new products including QUALIPRO ENCLAVE, a quadruple-mode of action fungicide mixture for use in turf in Australia, and obtained multiple new product registrations in the region, including BALORIC and SOLITO, an early post-emergence rice herbicide, in Thailand and Indonesia. In US dollar terms, sales in Asia-Pacific were lower by 14.9% in the quarter, compared to the corresponding period last year, reflecting the impact of weaker currencies following the COVID-19. India, Middle East and Africa: Sales in the first quarter grew by 12.5%, at constant exchange rates, compared to the corresponding period last year. The Company recorded robust business growth in all major markets throughout the region, alongside increased prices, despite the impact of the missing sales of Jingzhou old site products resulting from the temporary suspension of operations there due to the COVID-19. The Company delivered solid business growth in India combined with higher pricing, in spite of a countrywide lockdown enforced by the Indian government that commenced towards the end of the quarter. The Company also grew strongly in South Africa and Israel, benefiting from favorable weather conditions, and delivered pleasing results in Turkey from where the Company is also expanding its presence into surrounding countries in the region. In US dollar terms, sales in the region grew by 8.3% in the quarter, compared to the corresponding period last year, reflecting the impact of softer currencies, which were adversely affected by the COVID-19, most notably the Turkish Lira and the Indian Rupee. (2) Gross Profit: Gross margin was lower mainly a result of the material depreciation of global currencies, alongside some pricing pressure, mainly in Europe and China, and sustained high procurement costs, all of which were only partially offset by the business growth achieved in the quarter. (3) Operating Expenses: Operating expenses include Sales and Marketing, General and Administration and R&D - The Company continues to exercise tight control of its operating expenses, assisted by the beneficial impact of the strengthening of the US dollar against global currencies, achieving significant savings even while including companies acquired during 2019. The first quarter this year also saw the recording of Jingzhou-related idleness costs resulting from the temporary suspension of operations there due to the COVID-19 in an amount similar to those recorded also during Q1 2019 when the sites were similarly suspended. In recent years, the Company recorded various one-time or non-cash or non-operational items affecting its reported numbers, including as a result of mergers and acquisitions, which resulted in the inclusion within its operating expenses 9 ADAMA Ltd. Full Content of the First Quarter Report 2020 of, mainly, the following items: Amortization of legacy Purchase Price Allocation (PPA) of 2011 acquisition of Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company (hereinafter: “Solutions”) (non-cash): Under PRC GAAP, since the first combined reporting in Q3 2017 following the combination, the Company has inherited the historical “legacy” amortization charge 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 fully amortized by the end of 2020. Its reported financial impact (affecting the Sales & Marketing expenses) in the first quarter of 2020 is RMB 66.3 million (USD 9.6 million), net of tax, compared with RMB 64.1 million (USD 9.6 million) in the corresponding period in 2019. 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, the Divestment and Transfer transactions had no net impact on the underlying economic performance of the Company. Its reported financial impact (affecting the Sales & Marketing expenses) in the first quarter of 2020 is RMB 54.9 million (USD 7.9 million), net of tax, compared with RMB 71.7 million (USD 10.6 million) in the corresponding period in 2019. Employee early retirement plan expenses: a one-time provision for the early retirement plan of employees at the Company’s Israeli manufacturing facilities. Its reported financial impact (affecting the General & Administrative expenses) in the first quarter of 2020 is RMB 59.8 million (USD 8.6 million), net of tax. (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 RMB 412 million (USD 59 million) for the first three months of 2020 compared with RMB 479 million (USD 71 million) for the corresponding period in 2019. 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. Net gains/losses from hedging of those positions, are recorded in “Gains/Losses from Changes in Fair Value”, and are then transferred to “Investment Income” upon realization. The combined impact of Gains/Losses from Changes in Fair Value and Investment Income is a net gain of RMB 194 million (USD 28 million) in the first three months of 2020 compared with RMB 244 million (USD 36 million) in the corresponding period in 2019. The aggregate of Financial Expenses, Gains/Losses from Changes in Fair Value and Investment Income (hereinafter as “Total Net Financial Expenses and Investment Income”), which more comprehensively reflects the financial expenses of the Company in supporting its main business and protecting its monetary assets/liabilities, amounts to RMB 217 million (USD 31 million) in the first three months of 2020 compared with RMB 236 million (USD 35 million) in the corresponding period in 2019. The lower level in the first quarter compared with the same period last year reflects mainly financial income earned due to the effect of the appreciation of the US dollar against the RMB on the value of US dollar-denominated monetary assets in China, while the higher expenses in the prior year resulted from the opposite. This financial income in the quarter more than offset the slightly increased interest costs on higher net debt levels. 10 ADAMA Ltd. Full Content of the First Quarter Report 2020 (5) Income Tax Expenses The net tax expense in the quarter was higher largely due to the impact of weakening of currencies, against the US dollar, most notably that of the Brazilian Real, driving higher non-cash tax expenses due to differences between the functional (US dollar) and tax (local) currencies regarding the value of non-monetary assets. Changes in main assets and liabilities Unit: RMB’000 Assets and liabilities March 31, 2020 December 31, 2019 % change Explanation for any major change Derivative financial Realization and revaluation of 1,829,988 490,113 273.38% assets* derivatives Due to the Company's strong growth in regions with Accounts receivable 8,577,783 8,004,157 7.17% generally longer credit terms, especially Brazil and Latin America Derivative financial Realization and revaluation of 1,687,360 691,475 144.02% liabilities derivatives. Seasonality increase mainly Taxes payable 515,575 369,038 39.71% due to VAT Seasonality increase mainly Contractual liability 888,232 664,228 33.72% due to rebates Increase mainly due to tax Deferred tax liability 447,499 323,304 38.41% basis revaluation of non- monetary assets in Brazil *Both derivative financial assets and liabilities are hedging instruments, the sum-up of which reflects the net position. II. Progress on significant events, as well as the impact and solutions √ Applicable □ Not applicable 1. In January 2020 the Company announced that it is becoming a distinctive member of the Syngenta Group, a newly- formed ag-industry leader being created through the bringing together of the agricultural businesses of ChemChina and Sinochem. The Syngenta Group, comprising the Company, Syngenta AG and Sinochem’s agriculture-related activities, is expected to become one of the world’s leading agriculture inputs companies, spanning crop protection, seeds, fertilizers, additional agricultural and digital technologies, as well as an advanced distribution network in China, reaching farmers nationwide. As mentioned above, CNAC and Syngenta Group have signed a Share Transfer Agreement on January 5, 2020 for the transfer of the State-owned 74.02% shares of the Company directly held by CNAC to Syngenta Group, which is also owned by ChemChina. The Company will maintain its unique brand and positioning. 2. In this context, Mr. Chen Lichtenstein ceased to serve as the President and CEO of the Company (while continuing to serve as a director) effective as of March 1, 2020, following his nomination as CFO of Syngenta Group, with responsibility also for strategy and Integration; Mr. Ignacio Dominguez was appointed on February 26, 2020 as the President and CEO of the Company also acting as its legal representative, effective from March 1, 2020, after serving as the CCO of the Company’s subsidiary - Adama Agricultural Solutions Ltd. (hereinafter: “Solutions”) for the last 6 years, and in other executive positions prior to that. Due to the impact of the coronavirus pandemic, the Company will register Ignacio Dominguez as the legal representative in Hubei Administration for Market Regulation Bureau when circumstance permits; Mr. Aviram Lahav, the CFO of the Company was also appointed as Deputy CEO, concurrently with his appointment as 11 ADAMA Ltd. Full Content of the First Quarter Report 2020 Solutions’ CEO (on top of his role as Solution’s CFO). Additionally, on April 9, 2020, the shareholders meeting approved the nomination of Mr. Erik Fyrwald, the CEO of Syngenta Group and CEO and Executive Director of Syngenta AG, as director and Chairman of the Board of Directors of the Company, replacing Mr. Yang Xingqiang, and the continuous nomination of Mr. Chen Lichtenstein, CFO of the Syngenta Group and Syngenta AG, as a director of the Board of Directors of the Company. Concurrently, Mr. Ignacio Dominguez was nominated as the Chairman of the board of directors of Solutions, replacing Mr. Yang Xingqiang. 3. Within the context of the 2017 combination between the Company and Solutions, the Company entered into a Performance Compensation Agreement with CNAC, then the 100% owner of Solutions and the controlling shareholder of the Company, according to which, CNAC made a commitment regarding Solutions’ aggregate net profit in the years 2017, 2018 and 2019. In case of failure to meet such commitment, CNAC committed to compensate the Company either through shares or cash according to a predetermined formula. Despite Solutions’ strong performance during the three-year period, due to exogenous reasons, the calculated net profit of Solutions for this period implies a certain shortfall. This shortfall was caused entirely by the impact of the Divestment & Transfer of several products that Solutions implemented to facilitate the approval by the EU Commission of the acquisition of Syngenta by ChemChina, which caused an incremental non-cash amortization charges related to the written-up value of the assets received from Syngenta. Absent these non-cash amortization charges, Solutions would have exceeded the profit commitment. As a result, CNAC shall return to the Company a certain number of shares of the Company it received in exchange for the transfer of 100% of Solutions to the Company, and return an additional amount in dividends it received in respect of such shares. Following their receipt, these shares will be canceled by the Company. As a result, the total number of shares in issue will be reduced, and CNAC’s ownership (directly and indirectly) in the Company will go from 78.9% to 78.0%. Additionally, according to the Impairment Test Report of Solutions due to the Expiration of the Compensation Period of Major Assets Restructuring Project issued by Deloitte, there was no impairment of Solutions on December 31, 2019. In view of CNAC transferring the shares directly held by it in the Company to the Syngenta Group, CNAC and Syngenta Group will compensate the Company. For details, please refer to the Announcement on the Overall Achievement of the Committed Performance in the Major Assets Restructuring and the Planned Compensations to the Company by the Obligors disclosed by the Company on April 28, 2020 on the website www.cninfo.com.cn. For details on the aforesaid compensation, please refer to Item II of Section V of the 2019 Annual Report. Significant Events Date of Index of the Disclosed Announcements Disclosure CNAC is January 6, Announcement on the Transfer of State-owned Shares of transferring its 2020 Controlling Shareholders (Announcement No. 2020-1) direct ownership in January 23, Announcement-SinoChem Group and ChemChina Planning for Strategic the Company to 2020 Restructuring (Announcement No. 2020-4) Syngenta Group March 14, Announcement on Approval from China Securities Regulatory Commission 2020 for the Application of Offeror and its Person Acting in Concert for Waiving of the Obligation of a Mandatory Tender Offer for the Transfer (Announcement No. 2020-12) Replacement of February 27, Announcement on the Resolutions of the 21st meeting of the 8th Session of directors and senior 2020 the Board (Announcement No. 2020-7) executives March 26, Announcement on the Resolutions of the 23rd meeting of the 8th Session of 2020 the Board (Announcement No. 2020-15) April 10,2020 Announcement on the Resolutions of the 2nd Interim Shareholders Meeting in 2020 (Announcement No. 2020-20) Please see key additional information and further details included in the Annex. Status of share buyback □Applicable √Not applicable Status of share buyback in the way of centralized bidding 12 ADAMA Ltd. Full Content of the First Quarter Report 2020 □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. Securities investment □ Applicable √ Not applicable No such cases in the Reporting Period. V. Wealth management entrustment □ Applicable √ Not applicable No such cases in the Reporting Period. 13 ADAMA Ltd. Full Content of the First Quarter Report 2020 VI. Investment in derivative financial instruments √ Applicable □ Not applicable Unit: RMB’000 The party that Related party Initial Investment amount at Amount purchased Percentage of investment Gain/loss during Relation with Expiring Amount sold during Impairment Investment amount operates the transaction or Type investment Starting date beginning of the during the reporting amount divided by net asset at the reporting the Company date the reporting period accrued (if any) at end of the period investment not? amount period period end of the period period Banks No No Option 2,078,908 2020/02/17 26/05/2020 2,078,908 3,703,626 -3,671,174 No 2,111,360 9.38% 73,918 Banks No No Forward 19,122,640 29/11/2019 04/08/2020 19,122,640 37,826,042 -37,527,533 No 19,421,149 86.32% 172,474 Total 21,201,548 -- -- 21,201,548 41,529,668 -41,198,707 21,532,509 95.70% 246,392 Source of fund for the investment Internal litigation-related situations (if applicable) N/A Date of disclosure of Board approval (if any) December 30, 2017 Date of disclosure of Shareholders’ approval (if any) N/A 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. Risk and control analysis for the reporting period (including but No legal risk is involved. not limited to market risk, liquidity risk, credit risk, operational The actions taken in order to further reduce risks are: risk, legal risk, etc.) The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' financial statements committee of the board, which specifies, inter alia, the hedging policy, the persons that have the authorization to deal with hedging, the tools, ranges etc. The only 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 investments during the Segregation of duties as follows: reporting period. For the fair value evaluation, the relevant subsidiary is usually using external experts. The relevant subsidiary hedges currencies only; the relevant transactions are simple (Options and forwards) for short Specific methodology and assumptions should be disclosed in terms. For fair value methodology see section XI of the annual report, note IX. Fair Value. The exchange rates are provided by the accounting department of the relevant subsidiary and all other parameters the analysis of fair value of the investments are provided by the experts. Explanation for any significant changes in accounting policies N/A and principles, compared with last reporting period The derivative investments carried by the Company are for hedging and narrowing down the risk of market fluctuations. The investments respond to the Company’s routine business demands and are in Independent Directors’ opinion on the investment in derivative accordance with the relevant laws and regulations. Additionally, the Company has adopted Currency Risk Hedging Policy to strengthen the risk management and control which benefit the Company’s ability financial instruments and related risk controls to protect against market risk. The derivative investments do not harm the interests of the Company and its shareholders. 14 ADAMA Ltd. Full Content of the First Quarter Report 2020 VII. Information regarding communication with investors √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About March 30th, 2020 Tele-conference Institutional Debriefing of 2019 Annual Financial Preview VIII. Illegal provision of guarantees for external parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX. Inadequate use of Company’s capital by the controlling shareholder or by its related parties for non-operating purposes □ Applicable √ Not applicable No such cases in the Reporting Period. 15 ADAMA Ltd. Full Content of the First Quarter Report 2020 Section IV Financial Statements II. Financial statements 1. Consolidated balance sheet Prepared by ADAMA Ltd. 31 March 2020 Unit: RMB’000 March 31, December 31, March 31, December 31, Item Item 2020 2019 2020 20109 Current assets: Current liabilities: Cash at bank and on hand 4,264,450 4,348,588 Short-term loans 2,515,622 2,009,882 Financial assets held for 26,831 29,510 1,687,360 691,475 Derivative financial liabilities trading Derivative financial assets 1,829,988 490,113 Bills payable 379,381 321,674 Bills receivable 31,203 26,000 Accounts payable 4,434,631 4,205,901 Accounts receivable 8,577,783 8,004,157 Contract liabilities 888,232 664,228 Receivables financing 35,624 78,948 Employee benefits payable 1,127,486 1,211,713 Prepayments 388,841 377,808 Taxes payable 515,575 369,038 Other receivables 1,752,959 1,195,253 Other payables 1,237,407 1,049,594 10,091,315 9,932,654 Non-current liabilities due 1,079,671 1,066,243 Inventories within one year Other current assets 639,603 659,195 Other current liabilities 303,740 355,243 Total current assets 27,638,597 25,142,226 Total current liabilities 14,169,105 11,944,991 Non-current assets: Non-current liabilities: Long-term receivables 135,332 170,896 Long-term loans 1,181,250 927,159 Long-term equity investments 141,184 133,098 Debentures payable 7,804,486 7,965,942 Other equity investments 156,148 155,062 Lease liabilities 406,109 406,358 Investment properties 3,690 3,771 Long-term accounts payable 26,570 29,021 6,926,084 6,939,610 Long-term employee benefits 686,505 738,854 Fixed assets payables Construction in progress 859,769 788,386 Provisions 164,473 176,822 Right-of-use assets 533,749 536,034 Deferred tax liabilities 447,499 323,304 Intangible assets 5,698,552 5,835,785 Other non-current liabilities 394,100 404,824 Goodwill 4,609,054 4,511,193 Total non-current liabilities 11,110,992 10,972,284 Deferred tax assets 833,511 826,696 Total liabilities 25,280,097 22,917,275 Other non-current assets 244,570 246,183 Shareholders’ equity: Total non-current assets 20,141,643 20,146,714 Share capital 2,446,554 2,446,554 Total assets 47,780,240 45,288,940 Capital reserves 12,903,168 12,903,168 Other comprehensive 1,336,915 1,192,681 income Special reserves 15,888 14,927 Surplus reserves 240,162 240,162 Retained earnings 5,557,456 5,574,173 Total shareholders’ equity 22,500,143 22,371,665 Total liabilities and 47,780,240 45,288,940 shareholders’ equity Ignacio Dominguez Aviram Lahav Aviram Lahav Legal representative Chief of the accounting work Chief of the accounting organ 16 ADAMA Ltd. Full Content of the First Quarter Report 2020 2. Balance sheet of the Company Unit: RMB’000 March 31, December 31, March 31, December 31, Item Item 2020 2019 2020 20109 Current assets: Current liabilities: Cash at bank and on hand 1,464,248 1,423,051 Short-term loans 122,000 150,000 Accounts receivable 192,541 349,109 Bills payable 83,020 90,190 Receivables financing 11,091 11,722 Accounts payable 125,030 124,228 Prepayments 38,418 6,055 Contract liabilities 7,230 6,748 Other receivables 28,964 14,051 Employee benefits payable 176,567 204,238 Inventories 89,956 97,861 Taxes payable 2,710 3,614 Other current assets 7,164 19,117 Other payables 239,224 237,266 1,832,382 1,920,966 Non-current liabilities due 11,339 454 Total current assets within one year Non-current assets: Total current liabilities 767,120 816,738 Long-term equity investments 16,371,411 16,371,411 Non-current liabilities: Other equity investments 85,495 85,495 Long-term loans 173,210 141,960 Investment properties 3,690 3,771 Lease liabilities - 21 738,208 777,476 Long-term employee benefits 95,961 96,826 Fixed assets payables Construction in progress 532,564 504,936 Provisions 43,379 43,238 Right-of-use assets 369 486 Other non-current liabilities 171,770 171,770 Intangible assets 168,942 170,053 Total non-current liabilities 484,320 453,815 Deferred tax assets 86,353 84,950 Total liabilities 1,251,440 1,270,553 Other non-current assets 77,247 73,668 Shareholders’ equity: Total non-current assets 18,064,279 18,072,246 Share capital 2,446,554 2,446,554 Total assets 19,896,661 19,993,212 Capital reserves 15,449,878 15,449,878 Other comprehensive 41,308 41,308 income Special reserves 13,933 12,973 Surplus reserves 240,162 240,162 Retained earnings 453,386 531,784 Total shareholders’ equity 18,645,221 18,722,659 Total liabilities and 19,896,661 19,993,212 shareholders’ equity 17 ADAMA Ltd. Full Content of the First Quarter Report 2020 3. Consolidated income statement Unit: RMB’000 Item January-March, 2020 January-March, 2019 1. Total operating Income 6,782,243 6,787,751 Less: Cost of sales 4,757,413 4,449,236 Taxes and surcharges 18,943 24,541 Selling and Distribution expenses 1,256,871 1,268,966 General and Administrative expenses 325,229 317,514 Research and Development expenses 92,008 96,353 Financial expenses 411,620 479,381 Including: Interest expense 165,243 163,299 Interest income 10,530 20,227 Add: Investment income, net (129,323) (550,462) Including: Income from investment in associates 9,128 5,773 and joint ventures Gain (loss) from changes in fair value 323,813 794,180 Credit impairment loss 13,886 (8,580) Asset impairment loss (1,923) (8,777) Gain (loss) from disposal of assets 7,692 40,479 2. Operating profit 134,304 418,600 Add: Non-operating income 17,390 5,707 Less: Non-operating expense 15,062 9,196 3. Total profit 136,632 415,111 Less: income tax expense 153,339 48,355 4. Net profit (16,707) 366,756 5.1 Classified by nature of operations 5.1.1 Continuing operations (16,707) 366,756 5.2 Classified by ownership 5.2.1 Shareholders of the Company (16,707) 366,756 5. Other comprehensive income net of tax Other comprehensive income net of tax attributable to shareholders 144,207 (390,043) of the Company 5.1 Items that will not be reclassified into profit/loss 34,218 (4,152) 5.1.1 Re-measurement of defined benefit plan liability 34,218 (9,202) 5.1.2 FV changes in other equity investment - 5,050 5.2 Items that were or will be reclassified to profit or loss 109,989 (385,891) 5.2.1 Effective portion of gains or loss of cash flow hedge 45,885 (40,304) 5.2.2 Translation differences of foreign financial statements 64,104 (345,587) 6. Total comprehensive income for the period 127,500 (23,287) 7. Earnings per share 7.1 Basic earnings per share (RMB/ share) (0.007) 0.150 7.2 Diluted earnings per share (RMB/ share) N/A N/A Ignacio Dominguez Aviram Lahav Aviram Lahav Legal representative Chief of the accounting work Chief of the accounting organ 18 ADAMA Ltd. Full Content of the First Quarter Report 2020 4. Income statement of the Company Unit: RMB’000 Item January-March, 2020 January-March, 2019 1. Operating income 170,951 416,354 Less: Cost of sales 149,890 292,548 Taxes and surcharges 1,695 6,241 Selling and Distribution expenses 2,938 19,482 General and Administrative expenses 98,878 96,492 Research and Development expenses 1,961 1,470 Financial expenses (income) (3,725) 8,886 Including: Interest expense 1,415 1,077 Interest income 4,033 6,901 Add: Credit impairment loss (1,266) (577) Asset Impairment loss (1,587) (69) 2. Operating profit (83,539) (9,411) Add: Non-operating income 4,100 710 Less: Non-operating expense 363 1,857 3. Total profit (79,802) (10,558) Less: Income tax expense (1,404) (2,828) 4. Net profit (78,398) (7,730) 4.1 Continuing operations (78,398) (7,730) 5. Other comprehensive income net of tax - 5,050 5.1 Items that will not be reclassified into profit/loss - 5,050 5.1.1 FV changes in other equity investment - 5,050 6. Total comprehensive income for the period (78,398) (2,680) 19 ADAMA Ltd. Full Content of the First Quarter Report 2020 5. Consolidated cash flow statement Unit: RMB’000 Item January-March, 2020 January-March, 2019 1. Cash flows from operating activities: Cash received from sale of goods and rendering of services 5,144,846 5,006,120 Refund of taxes and surcharges 26,579 30,497 Cash received relating to other operating activities 167,605 109,616 Sub-total of cash inflows from operating activities 5,339,030 5,146,233 Cash paid for goods and services 4,028,009 4,604,831 Cash paid to and on behalf of employees 905,294 829,857 Payments of taxes and surcharges 75,043 264,648 Cash paid relating to other operating activities 715,392 736,381 Sub-total of cash outflows from operating activities 5,723,738 6,435,717 Net cash flows from operating activities (384,708) (1,289,484) 2. Cash flows from investing activities: Cash received from disposal of investments 2,218 8,148 Cash received from returns of investments - 3,372 Net cash received from disposal of fixed assets, intangible assets 9,429 30,843 and other long-term assets Sub-total of cash inflows from investing activities 11,647 42,363 Cash paid to acquire fixed assets, intangible assets and other 357,353 287,509 long-term assets Net cash paid to acquire subsidiaries or other - 824,583 business units Cash paid for other investing activities 27,393 - Sub-total of cash outflows from investing activities 384,746 1,112,092 Net cash flows from investing activities (373,099) (1,069,729) 3. Cash flows from financing activities: Cash received from borrowings 1,194,240 1,537,197 Sub-total of cash inflows from financing activities 1,194,240 1,537,197 Cash repayment of borrowings 428,544 258,676 Cash payment for dividends, profit distributions or interest 46,210 64,551 Including: dividends paid to non-controlling interest - 23,830 Cash paid relating to other financing activities 90,259 380,425 Sub-total of cash outflows from financing activities 565,013 703,652 Net cash flows from financing activities 629,227 833,545 4. Effect of foreign exchange rate changes on cash and cash 46,592 (81,844) equivalents 5. Net increase (decrease) in cash and cash equivalents (81,988) (1,607,512) Add: Cash and cash equivalents at the beginning of the period 4,319,907 6,346,196 6. Cash and cash equivalents at the end of the period 4,237,919 4,738,684 20 ADAMA Ltd. Full Content of the First Quarter Report 2020 6. Cash flow statement of the Company Unit: RMB’000 Item January-March, 2020 January-March, 2019 1. Cash flows from operating activities: Cash received from sale of goods and rendering of services 309,170 633,069 Refund of taxes and surcharges 17,306 15,759 Cash received relating to other operating activities 8,199 7,737 Sub-total of cash inflows from operating activities 334,675 656,565 Cash paid for goods and services 169,917 290,452 Cash paid to and on behalf of employees 59,625 55,606 Payments of taxes and surcharges 2,723 20,779 Cash paid relating to other operating activities 43,067 51,452 Sub-total of cash outflows from operating activities 275,332 418,289 Net cash flows from operating activities 59,343 238,276 2. Cash flows from investing activities: 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 32,861 25,850 long-term assets Sub-total of cash outflows from investing activities 32,861 25,850 Net cash flows from investing activities (32,861) (24,042) 3. Cash flows from financing activities: Cash received from borrowings 114,500 - Cash received relating to other financing activities 2,151 - Sub-total of cash inflows from financing activities 116,651 - Cash repayment of borrowings 100,000 - Cash payment for dividends, profit distributions or interest 3,381 1,077 Cash paid relating to other financing activities - 8,610 Sub-total of cash outflows from financing activities 103,381 9,687 Net cash flows from financing activities 13,270 (9,687) 4. Effect of foreign exchange rate changes on cash and cash 3,596 (4,777) equivalents 5. Net increase (decrease) in cash and cash equivalents 43,348 199,770 Add: cash and cash equivalents at the beginning of the period 1,395,994 2,005,313 6. Cash and cash equivalents at the end of the period 1,439,342 2,205,083 21 ADAMA Ltd. Full Content of the First Quarter Report 2020 III. 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 2. Retrospective adjustments due to adoption of new accounting standards for financial instruments and leases □ Applicable √ Not applicable IV. Auditor’s report Is this Report audited? □ Yes √ No This Report is unaudited. ADAMA Ltd. April 27, 2020 22