ADAMA Ltd. ENGLISH TRANSLATION OF FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2021 ADAMA Ltd. (Expressed in RMB '000) AUDITOR'S REPORT AND FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2021 CONTENTS PAGES THE CONSOLIDATED AND COMPANY'S BALANCE SHEETS 1-3 THE CONSOLIDATED AND COMPANY'S INCOME STATEMENTS 4-5 THE CONSOLIDATED AND COMPANY'S CASH FLOW STATEMENTS 6-7 THE CONSOLIDATED AND COMPANY'S STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 8 - 10 NOTES TO THE FINANCIAL STATEMENTS 11 - 117 ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Consolidated Balance Sheet June 30 December 31 Notes 2021 2020 Current assets Cash at bank and on hand V.1 4,633,440 3,863,886 Financial assets held for trading V.2 2,494 1,253 Derivative financial assets V.3 376,746 1,560,788 Bills receivable V.4 108,078 102,082 Accounts receivable V.5 9,295,611 8,766,869 Receivables financing V.6 99,066 109,483 Prepayments V.7 363,364 406,008 Other receivables V.8 1,045,685 1,310,029 Inventories V.9 11,280,638 10,338,273 Other current assets V.10 940,835 769,641 Total current assets 28,145,957 27,228,312 Non-current assets Long-term receivables V.11 98,400 95,329 Long-term equity investments V.12 15,847 14,081 Other equity investments V.13 151,537 152,200 Investment properties 3,186 4,364 Fixed assets V.14 7,695,471 6,576,116 Construction in progress V.15 1,812,323 1,405,328 Right-of-use assets V.16 505,895 483,618 Intangible assets V.17 5,150,421 5,226,455 Goodwill V.18 4,600,258 4,584,226 Deferred tax assets V.19 939,867 773,673 Other non-current assets V.20 330,844 257,332 Total non-current assets 21,304,049 19,572,722 Total assets 49,450,006 46,801,034 -1- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Consolidated Balance Sheet (continued) June 30 December 31 Notes 2021 2020 Current liabilities Short-term loans V.21 1,209,421 1,205,498 Derivative financial liabilities V.22 799,715 1,463,614 Bills payable V.23 198,428 369,791 Accounts payable V.24 5,184,480 4,557,006 Contract liabilities V.25 1,260,942 1,092,253 Employee benefits payable V.26 916,236 1,208,834 Taxes payable V.27 426,631 358,988 Other payables V.28 1,562,623 1,075,721 Non-current liabilities due within one year V.29 1,744,770 1,272,581 Other current liabilities V.30 347,366 315,597 Total current liabilities 13,650,612 12,919,883 Non-current liabilities Long-term loans V.31 3,271,544 2,387,628 Debentures payable V.32 7,995,724 8,078,113 Lease liabilities V.33 394,531 379,190 Long-term payables 99,815 27,327 Long-term employee benefits payable V.34 748,266 645,755 Provisions V.35 178,699 163,251 Deferred tax liabilities V.19 362,973 331,942 Other non-current liabilities V.36 1,315,490 434,030 Total non-current liabilities 14,367,042 12,447,236 Total liabilities 28,017,654 25,367,119 Shareholders' equity Share capital V.37 2,329,812 2,344,121 Capital reserve V.38 12,882,324 13,023,219 Less: Treasury shares - 60,357 Other comprehensive income V.39 (194,961) (72,055) Special reserves 18,458 15,960 Surplus reserve V.40 240,162 240,162 Retained earnings V.41 6,156,557 5,862,702 Total equity attributed to the shareholders of the company 21,432,352 21,353,752 Non-controlling interests - 80,163 Total Equity 21,432,352 21,433,915 Total liabilities and equity 49,450,006 46,801,034 Ignacio Dominguez Aviram Lahav Legal representative Chief of accounting work & Chief of accounting organ These financial statements were approved by the Board of Directors of the Company on August 24, 2021. The notes form part of these financial statements. -2- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Balance Sheet June 30 December 31 Notes 2021 2020 Current assets Cash at bank and on hand XV.1 443,269 1,034,812 Accounts receivable XV.2 121,301 387,117 Receivables financing XV.3 22,031 25,060 Prepayments 49,582 5,973 Other receivables XV.4 26,995 27,138 Inventories 51,746 141,235 Other current assets 39,956 42,243 Total current assets 754,880 1,663,578 Non-current assets Long-term equity investments XV.5 17,511,352 16,663,212 Other equity investments 85,495 85,495 Investment properties 3,186 4,364 Fixed assets 731,493 784,218 Construction in progress 1,163,591 992,863 Right-of-use assets 9 37 Intangible assets 261,282 220,963 Deferred tax assets 66,264 66,036 Other non-current assets 588,302 238,750 Total non-current assets 20,410,974 19,055,938 Total assets 21,165,854 20,719,516 Current liabilities Short-term loans - 100,000 Bills payables 970 19,600 Accounts payables 182,619 324,047 Contract liabilities 3,701 17,480 Employee benefits payable 40,929 99,808 Taxes payable 2,029 3,143 Other payables 573,086 240,939 Non-current liabilities due within one year 564,000 39,302 Total current liabilities 1,367,334 844,319 Non-current liabilities Long-term loans 810,200 941,430 Long-term employee benefits payable 84,178 89,658 Provisions 51,900 44,743 Other non-current liabilities 260,000 143,770 Total non-current liabilities 1,206,278 1,219,601 Total liabilities 2,573,612 2,063,920 Shareholders’ equity Share capital V.37 2,329,812 2,344,121 Capital reserve 15,523,881 15,569,929 Less: Treasury shares - 60,357 Other comprehensive income 47,020 47,390 Special reserves 19,149 16,651 Surplus reserve 240,162 240,162 Retained earnings V.41 432,218 497,700 Total shareholders’ equity 18,592,242 18,655,596 Total liabilities and shareholders’ equity 21,165,854 20,719,516 -3- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Consolidated Income Statement Six months ended June 30 Notes 2021 2020 I. Operating income V.42 15,063,780 14,121,040 Less: Cost of sales V.42 10,706,710 9,904,470 Taxes and surcharges V.43 59,007 46,117 Selling and Distribution expenses V.44 2,506,436 2,468,568 General and administrative expenses V.45 571,807 553,186 Research and Development expenses V.46 226,940 188,185 Financial expenses V.47 448,790 842,792 Including: Interest expense 322,765 350,041 Interest income 31,363 29,625 Add: Investment income (loss), net V.48 527,756 52,129 Including: Income from investment in associates and joint ventures 3,243 14,392 Gain (loss) from changes in fair value V.49 (664,582) 265,510 Credit impairment reversal (losses) V.50 10,051 5,589 Asset impairment reversal (losses) V.51 (29,403) (25,376) Gain from disposal of assets V.52 14,799 7,694 II. Operating profit 402,711 423,268 Add: Non-operating income 33,032 39,020 Less: Non-operating expenses 15,429 13,441 III. Total profit 420,314 448,847 Less: Income tax expenses V.53 51,081 244,198 IV. Net profit 369,233 204,649 (1). Classified by nature of operations (1.1). Continuing operations 369,233 204,649 (2). Classified by ownership (2.1). Shareholders of the Company 367,036 204,649 (2.2). Non-controlling interests 2,197 - V. Other comprehensive income, net of tax V. 39 (122,906) 147,373 Other comprehensive income (net of tax) attributable to shareholders of the Company (122,906) 147,373 (1) Items that will not be reclassified to profit or loss: (6,971) 39,373 (1.1) Re-measurement of defined benefit plan liability (6,971) 39,373 (2) Items that were or will be reclassified to profit or loss (115,935) 108,000 (2.1) Effective portion of gains or loss of cash flow hedge 144,297 (78,285) (2.2) Translation differences of foreign financial statements (260,232) 186,285 VI. Total comprehensive income for the period attributable to Shareholders of the Company 246,327 352,022 Total comprehensive income for the period attributable to shareholders of the Company 244,130 352,022 Total comprehensive income for the period attributable to Non-controlling interests 2,197 - VII. Earnings per share XIV.2 (1) Basic earnings per share (Yuan/share) 0.16 0.08 (2) Diluted earnings per share (Yuan/share) N/A N/A -4- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Income Statement Six months ended June 30 Notes 2021 2020 I. Operating income XV.6 617,097 673,646 Less: Operating costs XV.6 482,937 537,314 Taxes and surcharges 3,982 2,821 Selling and Distribution expenses 19,304 17,072 General and administrative expenses 140,326 133,338 Research and Development expenses 19,709 4,559 Financial expenses (income) 3,523 (4,826) Including: Interest expense 10,176 3,143 Interest income 9,971 8,507 Add: Credit impairment reversal (losses) 107 (674) Asset Impairment reversal (losses) (1,068) (2,864) Gain from disposal of assets 16,081 101 II. Operating Profit (37,564) (20,069) Add: Non-operating income 10,143 5,597 Less: Non-operating expenses 1,012 420 III. Total profit (28,433) (14,892) Less: Income tax expense (income) (228) 27,872 IV. Net profit (loss) (28,205) (42,764) V. Other comprehensive income, net of tax (370) (4,041) (1) Items that will not be reclassified to profit or loss (370) (4,041) (1.1) Re-measurement of defined benefit plan liability (370) (4,041) VI. Total comprehensive income (loss) for the period (28,575) (46,805) -5- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Consolidated Cash Flow Statement Six months ended June 30 Notes 2021 2020 I. Cash flows from operating activities: Cash received from sale of goods and rendering of services 14,644,075 13,378,983 Refund of taxes and surcharges 82,190 67,336 Cash received relating to other operating activities V.55(1) 363,408 630,515 Sub-total of cash inflows from operating activities 15,089,673 14,076,834 Cash paid for goods and services 9,737,778 9,247,435 Cash paid to and on behalf of employees 1,988,051 1,967,484 Payments of taxes and surcharges 208,458 168,816 Cash paid relating to other operating activities V.55(2) 1,664,093 1,458,568 Sub-total of cash outflows from operating activities 13,598,380 12,842,303 Net cash flows from (used in) operating activities V.56(1)a 1,491,293 1,234,531 II. Cash flows from investing activities : Cash received from disposal of investments 856 16,224 Cash received from returns of investments - 54,304 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 19,507 15,677 Cash received relating to other investing activities V.55(3) 6,754 - Sub-total of cash inflows from investing activities 27,117 86,205 Cash paid to acquire fixed assets, intangible assets and other long-term assets 1,179,017 803,315 Cash paid for acquisition of investments - 51,435 Net cash paid to acquire subsidiaries or other business units 655,039 - Cash paid relating to other investing activities V.55(4) 85,108 46,840 Sub-total of cash outflows from investing activities 1,919,164 901,590 Net cash flows used in investing activities (1,892,047) (815,385) III. Cash flows from financing activities : Cash received from borrowings 3,776,407 2,822,626 Cash received from other financing activities V.55(5) 412,308 4,449 Sub-total of cash inflows from financing activities 4,188,715 2,827,075 Cash repayments of borrowings 2,328,962 745,547 Cash payment for dividends, profit distributions and interest 387,611 356,793 Including: Dividends paid to non-controlling interest 35,904 26,828 Cash paid relating to other financing activities V.55(6) 263,351 249,286 Sub-total of cash outflows from financing activities 2,979,924 1,351,626 Net cash from financing activities 1,208,791 1,475,449 IV. Effects of foreign exchange rate changes on cash and cash equivalents (27,900) 41,605 V. Net increase in cash and cash equivalents V.56(1)b 780,137 1,936,200 Add: Cash and cash equivalents at the beginning of the year 3,835,071 719,313,4 I. VI. Cash and cash equivalents at the end of the period V.56(2) 4,615,208 611,61,,4 -6- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Cash Flow Statement Six months ended June 30 Notes 2021 2020 I. Cash flows from operating activities: Cash received from sale of goods and rendering of services 838,428 581,672 Refund of taxes and surcharges 22,166 27,022 Cash received relating to other operating activities XV.7(1) 21,203 15,063 Sub-total of cash inflows from operating activities 881,797 623,757 Cash paid for goods and services 440,234 467,607 Cash paid to and on behalf of employees 122,202 122,633 Payments of taxes and surcharges 6,834 4,959 Cash paid relating to other operating activities XV.7(2) 67,311 90,807 Sub-total of cash outflows from operating activities 636,581 686,006 Net cash flows from (used in) operating activities XV.8 245,216 (62,249) II. Cash flows from investing activities : Net cash received from disposal of fixed assets, intangible assets and other long-term assets 17,630 114 Sub-total of cash inflows from investing activities 17,630 114 Cash paid to acquire fixed assets, intangible assets and other long-term assets 280,865 154,378 Cash paid for acquisition of investments 697,909 - Sub-total of cash outflows from investing activities 978,774 154,378 Net cash flows used in investing activities (961,144) (154,264) III. Cash flows from financing activities : Cash received from borrowings 615,200 441,500 Cash received relating to other financing activities XV.7.(3) 5,880 4,449 Sub-total of cash inflows from financing activities 621,080 445,949 Cash repayments of borrowings 293,732 190,500 Cash payment for dividends, profit distributions or interest 24,027 14,606 Cash paid relating to other financing activities XV.7.(4) 172,061 200 Sub-total of cash outflows from financing activities 489,820 205,306 Net cash flow provided by (used in) financing activities 131,260 240,643 IV. Effects of foreign exchange rate changes on cash and cash equivalents (1,286) 3,172 V. Net decrease in cash and cash equivalents (585,954) 27,302 Add: Cash and cash equivalents at the beginning of the year XV.8(2) 1,022,758 1,395,994 VI. Cash and cash equivalents at the end of the period XV.8(2) 436,804 1,423,296 -7- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Consolidated Statement of Changes in Shareholders’ Equity For the six months ended June 30, 2021 Attributable to shareholders of the Company Other Share Capital Less: Treasury comprehensive Special Surplus Retained Non-controlling capital * reserve * shares * income reserves reserve earnings Total interests Total equity I. Balance at December 31, 2020 2,344,121 13,023,219 60,357 (72,055) 15,960 240,162 5,862,702 21,353,752 80,163 21,433,915 II. Changes in equity for the period (14,309) (140,895) (60,357) (122,906) 2,498 - 293,855 78,600 (80,163) (1,563) 1. Total comprehensive income - - - (122,906) - - 367,036 244,130 2,197 246,327 2. Owner’s contributions and reduction (14,309) (140,895) (60,357) - - - - (94,847) (82,360) (177,207) 2.1 Repurchase of shares (14,309) (46,048) (60,357) - - - - - - - 2.2 Non-controlling interests in respect of business combination - (94,847) - - - - - (94,847) (82,360) (177,207) 3. Appropriation of profits - - - - - - (73,181) (73,181) - (73,181) 3.1 Distribution to owners - - - - - - (37,277) (37,277) - (37,277) 3.2 Distribution to non-controlling - - - - - - - interest (35,904) (35,904) (35,904) 4. Special reserve - - - - 2,498 - - 2,498 - 2,498 4.1 Transfer to special reserve - - - - 3,866 - - 3,866 - 3,866 4.2 Amount utilized - - - - (1,368) - - (1,368) - (1,368) III. Balance at June 30, 2021 2,329,812 12,882,324 - (194,961) 18,458 240,162 6,156,557 21,432,352 - 21,432,352 * For further information of the changes during the period see Note XI.2 – Commitments and Contingent Liabilities -8- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Statement of Changes in Shareholders’ Equity For the six months ended June 30, 2020 Attributable to shareholders of the Company Other Share Capital comprehen-si Special Surplus Retained capital reserve ve income reserves reserve earnings Total I. Balance at December 31, 2019 2,446,554 12,903,168 1,192,681 14,927 240,162 5,574,173 22,371,665 II. Changes in equity for the period - - 147,373 2,278 - 148,462 298,113 1. Total comprehensive income - - 147,373 - - 204,649 352,022 2. Owner’s contributions and reduction - - - - - - - 3. Appropriation of profits - - - - - (56,187) (56,187) 3.1 Distribution to owners - - - - - (29,359) (29,359) 3.2 Distribution to - - non-controlling interest - - - (26,828) (26,828) 4. Transfers within owners’ equity - - - - - - - 5. Special reserve - - - 2,278 - - 2,278 5.1 Transfer to special reserve - - - 3,756 - - 3,756 5.2 Amount utilized - - - (1,478) - - (1,478) III. Balance at June 30, 2020 2,446,554 12,903,168 1,340,054 17,205 240,162 5,722,635 22,669,778 -9- ADAMA Ltd. Semmi-Annual Report 2021 (Expressed in RMB '000) Statement of Changes in Shareholders’ Equity For the six months ended June 30, 2021 Attributable to shareholders of the Company Less: Other Share Capital treasury comprehensive Special Surplus Retained capital reserve share income reserves reserve earnings Total I. Balance at December 31, 2020 2,344,121 15,569,929 60,357 47,390 16,651 240,162 497,700 18,655,596 II. Changes in equity for the period (14,309) (46,048) (60,357) (370) 2,498 - (65,482) (63,354) 1. Total comprehensive income - - - (370) - - (28,205) (28,575) 2. Owner’s contributions and reduction (14,309) (46,048) (60,357) - - - - - 2.1 Repurchase of shares (14,309) (46,048) (60,357) - - - - - 2.2 Other - - - - - - - - 3. Appropriation of profits - - - - - - (37,277) (37,277) 3.1 Transfer to Distribution to shareholders - - - - - - (37,277) (37,277) 4. Special reserve - - - - 2,498 - - 2,498 4.1 Transfer to special reserve - - - - 3,866 - - 3,866 4.2 Amount utilized - - - - (1,368) - - (1,368) Ⅲ. Balance at June 30, 2021 2,329,812 15,523,881 - 47,020 19,149 240,162 432,218 18,592,242 For the six months ended June 30, 2020 Attributable to shareholders of the Company Other Share Capital comprehensive Special Surplus Retained capital reserve income reserves reserve earnings Total I. Balance at December 31, 2019 2,446,554 15,449,878 41,308 12,973 240,162 531,784 18,722,659 II. Changes in equity for the period - - (4,041) 2,278 - (72,123) (73,886) 1. Total comprehensive income - - (4,041) - - (42,764) (46,805) 2. Owner’s contributions and reduction - - - - - - - 3. Appropriation of profits - - - - - (29,359) (29,359) 3.1 Transfer to Distribution to shareholders - - - - - (29,359) (29,359) 4. Special reserve - - - 2,278 - - 2,278 4.1 Transfer to special reserve - - - 3,756 - - 3,756 4.2 Amount utilized - - - (1,478) - - (1,478) Ⅲ. Balance at June 30, 2020 2,446,554 15,449,878 37,267 15,251 240,162 459,661 18,648,773 - 10 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements I BASIC CORPORATE INFORMATION ADAMA Ltd. (hereinafter the “Company” or the “Group”) is a company limited by shares established in China with its head office located in Hubei Jingzhou. In June 2020, the controlling shareholder of the Company changed from China National Agrochemical Co,. Ltd. (hereinafter – “CNAC") to Syngenta Group Co., Ltd. (hereinafter “Syngenta Group”). The ultimate controlling shareholder remains China National Chemical Corporation (hereinafter - “ChemChina”). The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engaged in development, manufacturing and marketing of agrochemicals, intermediate materials for other industries, food additives and synthetic aromatic products, mainly for export. For information about the largest subsidiaries of the Company, refer to Note VII. The Company’s consolidated financial statements had been approved by the Board of Directors of the Company on August 24, 2021. Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities", whereas the changes of the scope of consolidation are set out in Note VI "Changes in consolidation scope". II BASIS OF PREPARATION 1. Basis of preparation The Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance (the "MoF"). In addition, the Group has disclosed relevant financial information in these financial statements in accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to the Public No. 15-General Provisions on Financial Reporting (revised by China Securities Regulatory Commission (hereinafter "CSRC”) in 2014). 2. Accrual basis and measurement principle The Group has adopted the accrual basis of accounting. Except for certain financial instruments which are measured at fair value, deferred tax assets and liabilities, assets and liabilities relating to employee benefits, provisions, and investments in associated companies and joint ventures, the Group adopts the historical cost as the principle of measurement in the financial statements. Where assets are impaired, provisions for asset impairment are made in accordance with relevant requirements. In the historical cost measurement, assets obtained shall be measured at the amount of cash or cash equivalents or fair value of the consideration paid. Liabilities shall be measured at the actual amount of cash or assets received, or the contractual amount in a present obligation, or the prospective amount of cash or cash equivalents paid to discharge the liabilities. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing market participants in an arm’s length transaction at the measurement date. Fair value measured and disclosed in the financial statements are determined on this basis whether it is observable or estimated by valuation techniques. - 11 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements II BASIS OF PREPARATION - (cont’d) 2. Accrual basis and measurement principle - (cont’d) The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fair value input is observable and significant to the fair value measurement as a whole: Level 1 - based on quoted prices (unadjusted) in active markets; Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable (other than quoted prices included within Level 1), either directly or indirectly; Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. 3. Going concern The financial statements have been prepared on the going concern basis. The Group has performed going concern assessment for the following 12 months from June 30, 2021 and have not identified any significant doubtful matter or event on the going concern, as such the financial statement have been prepared on the going concern basis. III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES 1. Statement of compliance These financial statements are in compliance with the Accounting Standards for Business Enterprises to truly and completely reflect the Company's consolidated financial position as at June 30, 2021 and the Company's consolidated operating results, changes in shareholders' equity and cash flows for the six months then ended. 2. Accounting period The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December. 3. Business cycle The company takes the period from the acquisition of assets for processing to the ir realisation in cash or cash equivalents as a normal operating cycle. The operating cycle for the company is 12 months. 4. Reporting currency The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional currency. Functional currencies of overseas subsidiaries are determined on the basis of the principal economic environment in which the overseas subsidiaries operate. The functional currency of the overseas subsidiaries is mainly the United States Dollar (hereinafter "USD"). The presentation currency of these financial statements is Renminbi. - 12 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 5. Business combinations 5.1 Business combinations involving enterprises under common control A business combination involving enterprises under common control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded by the combining entities at the date of the combination. The difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid for the combination is adjusted to the share premium in capital reserve. If the share premium is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. Costs that are directly attributable to the combination are charged to profit or loss in the period in which they are incurred. 5.2 Business combinations not involving enterprises under common control and goodwill. A business combination not involving enterprises under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties before and after the combination. The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed and equity instruments issued by the acquirer for the purpose of achieving the control rights over the acquiree. The intermediary costs such as audit, legal services and assessment consulting costs and other related management costs that are directly attributable to the combination by the acquirer are charged to profit or loss in the period in which they are incurred. Direct capital issuance costs incurred in respect of equity instruments or liabilities issued pursuant to the business combination should be charged to the respect equity instruments or liabilities upon initial recognition of the underlying equity instruments or liabilities. The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a business combination, that meet the recognition criteria shall be measured at fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for the current year. The goodwill raised because of the business combination should be separately disclosed in the consolidated financial statement and measured by the initial amount less any accumulative impairment provision. In a business combination achieved in stages, the Group remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss. - 13 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 6. Basis for preparation of consolidated financial statements The scope of consolidation in consolidated financial statements is determined on the basis of control. Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost) are included in consolidated income statement and consolidated statement of cash flows. For a subsidiary acquired through a business combination not involving enterprises under common control, the operating results and cash flows from the acquisition date (the date when control is obtained) are included in consolidated income statement and consolidated statement of cash flows. For a subsidiary acquired through a business combination involving enterprises under common control, it will be fully consolidated into consolidated financial statements from the date on which the subsidiary was ultimately under common control by the same party or parties. The significant accounting policies and accounting years adopted by the subsidiaries are determined based on the uniform accounting policies and accounting years set out by the Company. All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation. The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling interests and presented as "non-controlling interests" in the shareholders’ equity in consolidated balance sheet. The portion of net profits or losses of subsidiaries for the period attributable to non -controlling interests is presented as "non-controlling interests" in consolidated income statement below the "net profit" line item. Total comprehensive income attributable to non-controlling shareholders is presented separately in the consolidated income statement below the total comprehensive income line item. When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders' portion of the opening balance of owners' equity of the subsidiary, the excess amount is still allocated against non-controlling interests. Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result in the loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of the Company's interests and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is adjusted to capital reserve under owners' equity. If the capital reserve is not sufficient to absorb the difference, the excess is adjusted against retained earnings. Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders of the company. - 14 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 6. Basis for preparation of consolidated financial statements - (cont’d) A put option issued by the Group to holders of non-controlling interests that is settled in cash or other financial instrument is recognized as a liability at the present value of the exercise price (according to the "anticipated acquisition method"). The Group’s share of a subsidiary’s profits includes the share of the holders of the non-controlling interests to which the Group issued a put option. In cases which the Group has a Call option in addition to the Put option above, due to the anticipated acquisition method implementation no value is given to the Call option in the consolidated financial statements. When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons, any retained interest is re-measured at its fair value at the date when control is lost. The difference between (i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according to the original proportion of ownership interest is recognized as investment income in the period in which control is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to investment income in the period in which control is lost. 7. Classification and accounting methods of joint arrangement Joint arrangement involves by two or more parties jointly control. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control (the ventures). The Group makes the classification of the joint arrangements according to the rights and obligations in the joint arrangements to either joint operations or joint ventures. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint ventures are accounted for using the equity method. 8. Cash and cash equivalents Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are the Group's short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. - 15 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 9. Translation of transactions and financial statements denominated in foreign currencies 9.1 Transactions denominated in foreign currencies On initial recognition, foreign currency transactions are translated into functional currency using the spot exchange rate prevailing at the date of transaction. At the balance sheet date, foreign currency monetary items are translated into functional currency using the spot exchange rates at the balance sheet date. Exchange differences arising from the differences between the spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previous balance sheet date are recognized in profit or loss for the period, except that (i) exchange differences related to a specific-purpose borrowing denominated in foreign currency that qualify for capitalization are capitalized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differences related to hedging instruments for the purpose of hedging against foreign currency risks are accounted for using hedge accounting. When preparing financial statements involving foreign operations, if there is any foreign currency monetary items, which in substance forms part of the net investment in the foreign operations, exchange differences arising from the changes of foreign currency are recorded as other comprehensive income, and will be reclassified to profit or loss upon disposal of the foreign operations. Foreign currency non-monetary items measured at historical cost are translated to the amounts in functional currency at the spot exchange rates on the dates of the transactions and the amounts in functional currency remain unchanged. 9.2 Translation of financial statements denominated in foreign currency For the purpose of preparing consolidated financial statements, financial statements of a foreign operation are translated from the foreign currency into RMB using the following method: assets and liabilities on the balance sheet are translated at spot exchange rate prevailing at the balance sheet date; shareholders' equity items, except for retained earnings, are translated at the spot exchange rates at the dates on which such items arose; all items in the income statement as well as items reflecting the distribution of profits are translated at average rate or at spot exchange rates on the dates of the transactions; the retained earnings opening balance is previous year's translated retained earnings closing balance; the closing balance of retained earnings is calculated and presented on the basis of each translated income statement and profit distribution item. The difference between the translated assets and the aggregate of liabilities and shareholders' equity items is recorded as other comprehensive income. Cash Flows arising from transaction in foreign currency and the cash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow, the effect of exchange rate changes on the cash and cash equivalents is regarded as a reconciling item and present separately in the statement “effect of foreign exchange rate changes on the cash and cash equivalents". The opening balances and the comparative figures of prior year are presented at the translated amounts in the prior year's financial statements. On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over a foreign operation due to disposal of certain equity interest in it or other reasons, the Group transfers the - 16 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements accumulated translation differences, which are attributable to the owners' equity of the Company and presented under other comprehensive income to profit or loss in the period in which the disposal occurs. - 17 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 9. Translation of transactions and financial statements denominated in foreign currencies - (cont’d) 9.2 Translation of financial statements denominated in foreign currency - (cont’d) In case of a disposal or other reason that does not result in the Group losing control over a foreign operation, the proportionate share of accumulated translation differences are re-attributed to non-controlling interests and are not recognized in profit and loss. For partial disposals of equity interest in foreign operations, which are associates or joint ventures, the proportionate share of the accumulated translation differences are reclassified to profit or loss. 10. Financial instruments The Group recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Initial recognition in trade receivables which do not contain a significant financing component, shall be made according to their transaction price. 10.1 Classification and measurement of financial assets After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value through other comprehensive income (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”). 10.1.1 Financial assets at amortised cost A financial asset is measured at amortised cost if both of the following conditions are me t: (a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains or losses upon impairment and derecognition are recognized in profit or loss. 10.1.1.1 Effective interest method and amortised cost Effective interest method represents the method for calculating the amortized costs and interest income or expense of each period in accordance with the effective interest rate of financial assets or financial liabilities (inclusive of a set of financial assets or financial liabilities). Effective interest rate represents the rate that discounts the future cash flow over the expected subsisting period or shorter period, if appropriate, of the financial asset or financial liability to the current carrying va lue of such financial asset or financial liability. When calculating the effective interest rate, the Group will consider the anticipated future cash flow (not considering the future credit loss) on the basis of all contract clauses of financial assets or financial liabilities, as well as consider all kinds of charges which are an integral part of the effective interest rate, including transaction fees and discount or premium paid or received between both parties of financial asset or financial liability contract. - 18 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments - (cont’d) 10.1 Classification and measurement of financial assets - (cont’d) 10.1.2 Financial assets at FVTOCI A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met: (a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A gain or loss on a financial asset measured at fair value through other comprehensive income is recognized in other comprehensive income, except for impairment gains or losses, foreign exchange gains and losses and interest calculated using the effective interest method, until the financial asset is derecognized or reclassified. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. 10.1.3 Financial assets at FVTPL Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated as financial assets at FVTPL. A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI. The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accounting mismatch’) that would otherwise arise from measur ing assets or liabilities or recognizing the gains and losses on them on different bases. A gain or loss on a financial asset that is measured at FVTPL is recognized in profit or loss unless it is part of a hedging relationship. Dividends are recognized in profit or loss. 10.1.4 Designated financial assets at FVTOCI At initial recognition, the Group makes an irrevocable election to designate to FVTOCI an investment in an equity instrument that is not held for trading. When a non-trading equity instrument investment is designated as a financial asset that is measured at fair value through other comprehensive income, the changes in the fair value of the financial asset are recognised in other comprehensive income. Upon realization the accumulated gains or losses from other comprehensive income are transferred from other comprehensive income and included in retained earnings. During the period in which the Group holds these non-trading investment instruments, the right to receive dividends in the Group has been established, and the economic benefits related to dividends are likely to flow into the Group, and when the amount of dividends can be reliably measured, the dividend income is recognized in the current profit and loss. - 19 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments - (cont’d) 10.2 Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on financial assets that are classified to amortised cost and FVTOCI. The Group always measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables. For financial assets other than trade receivables, the Group initially measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. At each balance sheet date, if the credit risk on that financial instrument has increased significantly since initial recognition, the Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses. The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized. 10.2.1 Significant increases in credit risk At each balance sheet date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. The Group mainly considers the following list of information in assessing changes in credit risk: (a) significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception. (b) significant changes in external market indicators of credit risk for a particular f inancial instrument or similar financial instruments with the same expected life. (c) a significant change in the debtors’ ability to meet its debt obligations. (d) an actual or expected significant change in the operating results of the debtor. (e) significant increases in credit risk on other financial instruments of the same debtor. (f) an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor. (g) significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements, which are expected to reduce the debtor’s economic incentive to make scheduled contractual payments or to otherwise have an effect on the probability of a default occurring. (h) significant changes that are expected to reduce the receivable’s economic incentive to make scheduled contractual payments. (i) significant changes in the expected performance and behaviour of the debtor. (j) past due information. The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. - 20 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments - (cont’d) 10.2 Impairment of financial assets - (cont’d) 10.2.2 Credit-impaired financial asset A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events: (a) significant financial difficulty of the issuer or the receivable; (b) a breach of contract, such as a default or past due event; (c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’s financial difficulty, having granted to the receivable a concession(s) that the lender(s) would not otherwise consider; (d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganization; 10.2.3 Recognition of expected credit losses For the purpose of determining significant increases in credit risk and recognizing a loss allowance on a collective basis, financial instruments are grouped on the basis of shared credit risk. Examples of shared credit risk characteristics may include, but are not limited to, the:(a) instrument type; (b) credit risk ratings; (c) collateral type; (d) industry; (e) geographical location of the debtor; and (f) the value of collateral relative to the financial asset if it has an impact on the probability of a default occurring. Expected credit losses of financial instruments are determined as the present value of the difference between: (a) the contractual cash flows that are due to an entity under the contract; and (b) the cash flows that the entity expects to receive. For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected credit losses as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognized in profit or loss as an impairment gain or loss. The Group measures expected credit losses of a financial instrument in a way that reflects: (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes; (b) the time value of money; and (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. - 21 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments - (cont’d) 10.2 Impairment of financial assets - (cont’d) 10.2.4 Written-off of financial assets The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. A write -off constitutes a derecognition event. 10.3 Transfer of financial asset The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractual rights to the cash flows from the financial asset expire; or (ii) the financial asset has been transferred and substantially all the risks and rewards of ownership of the financial asset is transferred to the transferee; or (iii) although the financial asset has been transferred, the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its continuing involvement in the transferred financial asset and recognizes an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset. When the company is derecognizing a financial asset in its entirety, except for equity instrument designated to FVTOCI, the difference between (i) the carrying amount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer is recognized in profit or loss. 10.4 Classification and measurement of financial liabilities Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. All financial liabilities are subsequently measured at FVTPL or other financial liabilities. Financial liabilities are classified as at FVTPL when the financial liability is (i) held for trading or (ii) it is designated as at FVTPL. The financial liability other than derivative financial liabilities are stated as liabilities held for trading. Other financial liabilities are subsequently measured at amortized cost by using effective interest method. Gain or loss arising from derecognition or amortization is recognized in current profit or loss. - 22 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 10. Financial instruments - (cont’d) 10.5 Derecognition of financial liabilities Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full or in part. An agreement entered into force between the Group (debtor) and a creditor to replace the original financial liabilities with new financial liabilities with substantially different terms, derecognize the original financial liabilities as well as recognize the new financial liabilities. When financial liabilities is derecognized in full or in part, the difference between the carrying amount of the financial liabilities derecognized and the consideration paid (including transferred non-cash assets or new financial liability) is recognized in profit or loss for the current period. 10.6 Derivatives Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchange options, etc. Derivatives are initially measured at fair value at the date when the derivative contracts are entered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profit or loss unless the derivative is designated and highly effective as a hedging instrument, in which case the timing of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 28.1). 10.7 Offsetting financial assets and financial liabilities Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset, except for circumstances where the Group has a legal right that is currently enforceable to offset the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. 10.8 Equity instruments The consideration received from the issuance of equity instruments net of transaction costs is recognized in shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted from shareholders’ equity. When the Company repurchases its own shares, those shares are treated as treasury shares. All expenditures relating to the repurchase are recorded in the cost of the treasury shares, with the transaction entering into the share capital. Treasury shares are excluded from profit distributions and are stated as a deduction under shareholders’ equity in the balance sheet. - 23 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 11. Receivables Receivables are assessed for impairment on a collective group and/or on an individual basis as follows: Expected credit losses in respect of a receivables is measured at an amount equal to lifetime expected credit losses. The assessment is made collectively for account receivables, where receivables share similar credit risk characteristics based on geographical location, using the expected credit losses model including inter-alia aging analysis, historical loss experiences adjusted by the observable factors reflecting current and expected future economic conditions. The ratio of the collective provision for non-overdue account receivables is between 0%-1.7%. When credit risk on a receivable has increased significantly since initial recognition, the group records specific provision or collective provision, which is determined for groups of similar assets in countries in which there are large number of customers with immaterial balances. In assessing whether the credit risk on a receivable has increased significantly since initial recognition, the Group compares the risk of a default occurring on the receivable at the reporting date with the risk of a default occurring on the receivable at the date of initial recognition and considers both quantitative and qualitative information that is reasonable and supportable, including observable data that comes to the attention of the Group about loss events such as a significant decline in the solvency of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. 12. Inventories 12.1 Categories of inventories and initial measurement The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished goods and reusable materials. Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do not meet the definition of f ixed assets. Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expenditures incurred in bringing the inventories to their present location and condition including direct labor costs and an appropriate allocation of production overheads. 12.2 Valuation method of inventories upon delivery The actual cost of inventories upon delivery is calculated using the weighted average method. 12.3 Basis for determining net realizable value of inventories and provision methods for decline in value of inventories At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. - 24 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 12. Inventories - (cont’d) After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realizable value of inventories is higher than their carrying amount, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. 12.4 The perpetual inventory system is maintained for stock system. 13. Long-term equity investments Long-term equity investments include investments in subsidiaries, joint ventures and associates. Subsidiaries are the companies that are controlled by the Company. Associates are the companies over which the Group has significant influence. Joint ventures are joint arrangements over which the Group has joint control along with other investors and has rights to the net assets of the joint arrangement. The Company accounts for the investment in subsidiaries at historical cost in the Company's financial statements. Investments in associates and joint ventures are accounted for under equity method. 13.1 Determination of investment cost For a long-term equity investment acquired through a business combination involving enterprises under common control, the investment cost of the long-term equity investment is the share of the carrying amount of the shareholders' equity of the acquiree attributable to the ultimate controlling party at the date of combination. The difference between initial investment cost and cash paid, non-cash assets transferred and book value of liabilities assumed, is adjusted in capital reserve. If the balance of capital reserve is not sufficient to absorb the difference, any excess is adjusted to retained earnings. For a long-term equity investment acquired through business combination not involving enterprises under common control, the investment cost of the long-term equity investment is the cost of acquisition. For a business combination not involving enterprises under common control achieved in stages that involves multiple exchange transactions, the initial investment cost is carried at the aggregate of the carrying amount of the acquirer’s previously held equity interest in the acquiree and the new investment cost incurred on the acquisition date. Regarding the long-term equity investment acquired otherwise than through a business combination, if the long-term equity investment is acquired by cash, the historical cost is determined based on the amount of cash paid and payable; if the long-term equity investment is acquired through the issuance of equity instruments, the historical cost is determined based on the fair value of the equity instruments issued. - 25 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 13. Long-term equity investments - (cont’d) 13.2 Subsequent measurement and recognition of profit or loss If the long-term equity investment is accounted for at cost, it should be measured at historical cost less accumulated impairment losses. Dividend declared by the investee should be accounted for as investment income. Under the equity method, where the long-term equity investment initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly. Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensive income of the investee for the period as investment income or loss and other comprehensive income for the period. The Group recognizes its share of the investee’s net profit or loss based on the fair value of the investee’s individual separately identifiable assets, etc. at the acquisition date after making appropriate adjustments to be confirmed with the Group's accounting policies and accounting period. The Group discontinues recognizing its share of net losses of the investee after the carrying amount of the long-term equity investment together with any long-term interests that in substance form part of its net investment in the investee is reduced to zero. If the Group has incurred obligations to assume additional losses of the investee, a provision is recognized according to the expected obligation, and recorded as investment loss for the period. 13.3 Basis for determining control, joint control and significant influence over investee Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating policy decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts) held by the investing enterprises or other parties that are currently exercisable or convertible shall be considered. 13.4 Methods of impairment assessment and determining the provision for impairment loss If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than their carrying amounts, an impairment loss should be recognized to reduce the carrying amounts to the recoverable amounts (Note III 20). - 26 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 13. Long-term equity investments - (cont’d) 13.5 The disposal of long-term equity investment On disposal of a long term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognized in profit or loss for the period. 14. Investment properties Investment property refers to real estate held to earn rentals or for capital appreciation, or both, including leased land use rights, land use rights held and provided for transferring after appreciation and leased constructions, etc. Investment property is initially measured at cost. Subsequent expenditures related to an investment property shall be included in cost of investment property only when the economic benefits associated with the asset will likely flow to the Group and its cost can be measured reliably. All other subsequent expenditures on investment property shall be included in profit or loss for the current period when incurred. The Group adopts cost method for subsequent measurement of investment property, which is depreciated or amortized using the same policy as that for buildings and land use rights. When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related taxes and surcharges is recognized in profit or loss for the current period. 15. Fixed assets 15.1 Recognition criteria for fixed assets Fixed assets include land owned by the Group and buildings, machinery and equipment, transportation vehicles, office equipment and others. Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrative purposes, and have useful lives of more than one accounting year. A fixed asset is recognized only when it is probable that economic benefits associated with the asset will flow to the Group and the cost of the asset can be reliably measured. Purchased or constructed fixed assets are initially measured at cost when acquired. Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is probable that economic benefits associated with the asset will flow to the Group and the subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the period in which they are incurred. - 27 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 15. Fixed assets - (cont’d) 15.2 Depreciation of each category of fixed assets Fixed asset is depreciated based on the cost of fixed asset recognized less expected net residual value over its useful life using the straight-line method since the month subsequent to the one in which it is ready for intended use. Depreciation is calculated based on the carrying amount of the fixed asset after impairment over the estimated remaining useful life of the asset. The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation method applied at least once at each financial year-end, and account for any change as a change in an accounting estimate. The estimated useful life, estimated net residual value and annual depreciation rate of each category of fixed assets are as follows: Residual Annual Useful life value depreciation rate Category Depreciation (years) (%) (%) Buildings the straight-line method 15-50 0-4 1.9-6.7 Machinery and equipment the straight-line method 3-22 0-4 4.4-33.3 Office and other equipment the straight-line method 3-17 0-4 5.6-33.3 Motor vehicles the straight-line method 5-9 0-2 10.9-20.0 Land owned by the Group is not depreciated. 15.3 Other explanations If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognized in profit or loss for the period. The difference between recoverable amounts of the fixed assets under the carrying amount is referred to as impairment loss (Note III 20). 16. Construction in progress Construction in progress is measured at its actual costs. The actual costs include various construction, installation costs, borrowing costs capitalized and other expenditures incurred until such time as the relevant assets are completed and ready for its intended use. When the asset concerned is ready for its intended use, the cost of the asset is transferred to fixed assets and depreciated starting from the following month. The difference between recoverable amounts of the construction in progress under the carrying amount is referred to as impairment loss (Note III 20). - 28 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 17. Borro wing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequently should be charged to profit or loss. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition, construction or production of the asset is resumed. Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is the actual interest expenses incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment of those funds. Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalization rate is the weighted average of the interest rates applicable to the general-purpose borrowings. During the capitalization period, exchange differences on foreign currency specific-purpose borrowing are fully capitalized whereas exchange differences on foreign currency general-purpose borrowing, charged to profit or loss. 18. Intangible assets 18.1 Valuation methods, useful life, impairment test The Group’s intangible assets include product registration assets, intangible assets upon purchase of products, marketing rights and rights to use tradenames and trademarks, land use rights, software and customer relations. Intangible assets are stated at cost less accumulated amortization and impairment losses. When an intangible asset with a finite useful life is available for use, its original cost less any accumulated impairment losses is amortized over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortized. For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method at the end of the year, and makes adjustments when necessary. The respective amortization periods for such intangible assets are as follows: Item Amortization period (years) Land use rights 49-50 years Product registration 8 years Intangible assets on purchase of products 7-11, 20 years Marketing rights, tradename and trademarks 4-10, 30 years Software 3-5 years Customer relations 5-10 years - 29 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements The difference between recoverable amounts of the intangible assets under the carrying amount is referred to as impairment loss (see Note III 20 – Impairment of long-term assets). - 30 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 18. Intangible assets - (cont’d) 18.2 Research and development expenditure Internal research and development project expenditures were classified into research expenditures and development expenditures depending on its nature and the greater uncertainty whether the research activities becoming to intangible assets. Expenditure during the research phase is recognized as an expense in the period in which it is incurred. Expenditure during the development phase that meets all of the following conditions at the same time is recognized as intangible asset: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - The Group has the intention to complete the intangible asset and use or sell it; - The Group can demonstrate the ways in which the intangible asset will generate economic benefits; - The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; - The expenditure attributable to the intangible asset during its development phase can be reliably measured. Expenditures that do not meet all of the above conditions at the same time are recognized in profit or loss when incurred. If the expenditures cannot be distinguished between the research phase and development phase, the Group recognizes all of them in profit or loss for the period. Expenditures that have previously been recognized in the profit or loss would not be recognized as an asset in subsequent years. Those expenditures capitalized during the development stage are recognized as development costs incurred and will be transferred to intangible asset when the underlying project is ready for an intended use. 19. Goodwill The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair value of the identifiable net assets of the acquiree under a business combination not involving enterprises under common control. Goodwill is not amortized and is stated in the balance sheet at cost less accumulated impairment losses (see Note III 20 – Impairment of long-term assets). On disposal of an asset group or a set of asset groups, any attributable goodwill is written off and included in the calculation of the profit or loss on disposal. 20. Impairment of long-term assets The Company assesses at each balance sheet date whether there is any indication that the fixed assets, construction in progress, right of use assets, intangible assets with finite useful lives, investment properties measured at historical cost, investments in subsidiaries, joint ventures and associates may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. The recoverable amount of an asset is the higher of its fair value less costs to sell and the present value of the future cash flow estimated to be derived from the asset. The Group estimates the recoverable amount on an individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the asset group to which the asset belongs. Identification of an asset group is based on whether major cash inflows generated by the asset group are largely independent of the cash inflows from other assets or asset groups. - 31 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 20. Impairment of long-term assets - (cont’d) Goodwill arising from a business combination is tested for impairment at least at each year end, irrespective of whether there is any indication that the asset may be impaired. For the purpose of impairment testing, the carrying amount of goodwill acquired in a business combination is allocated from the acquisition date on a reasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups, it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groups is an asset group or set of asset group that is able to benefit from the synergies of the business combination and shall not be larger than a reportable segment determined by the Group. If the carrying amount of the asset group or set of asset groups is higher than its recoverable a mount, the amount of the impairment loss first reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups, and then the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups, pro rata based on the carrying amount of each asset. Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period. 21. Employee benefits 21.1 Short-term employee benefits Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis, and the expense is recorded when the related service is provided. A provision for short-term employee benefits in respect of cash bonuses is recognized in the amount expected to be paid where the Group has a current legal or constructive obligation to pay the said amount for services provided by the employee in the past and the amount can be estimated reliably. 21.2 Post-employment benefits Post-employment benefits are classified into defined contribution plans and defined benefit plans. A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans. In accordance with the projected unit credit method, the Group measures the obligations under defined benefit plans using unbiased and mutually compatible actuarial assumptions to estimate related demographic variables and financial variables, and discount obligations under the defined benefit plans to determine the present value of the defined benefit liability. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. The Group attributes benefit obligations under a defined benefit plan to periods of service provided by respective employees. Service cost and interest expense on the defined benefit liability are charged to profit or loss and remeasurements of the defined benefit liability are recognized in other comprehensive income. - 32 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 21. Employee benefits - (cont’d) 2112 Termination benefits When the Group terminates the employment with employees or provides compensation under an offer to encourage employees to accept voluntary redundancy, a provision is recognized with a corresponding expense in profit or loss at the earlier of the following dates: - When the Group cannot unilaterally withdraw the offer of termination benefits because of an employee termination plan or a curtailment proposal. - When the Group has a formal detailed restructuring plan involving the payment of termination benefits and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. If the benefits are payable more than 12 months after the end of the reporting period, they are discounted to their present value. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. 21.4 Other long-term employee benefits The Group’s net obligation for long-term employee benefits, which are not attributable to post-employment benefit plans, is for the amount of the future benefit to which employees are entitled for services that were provided during the current and prior periods. The amount of these benefits is discounted to its present value and the fair value of the assets related to these obligations is deducted therefrom. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligation. 22. Share-based payment Share-based payment refers to the transaction in order to acquire the service offered by the employees or other parties that grants equity instruments or liabilities on the basis of the equity instruments. Share-based payment classified into equity-settled share-based payment and cash-settled share-based payment. 22.1 Cash-settled share-based payment The cash-settled share-based payment should be measured according to the fair value of the liabilities recognized based on the shares or other equity instrument undertaken by the Company. For cash-settled share-based payment made in return for the rendering of employee services that cannot be exercised until the services are fully provided during the vesting period or specified performance targets are met, on each balance sheet date within the vesting period, the services acquired in the current period shall, based on the best estimate of the number of exercisable instruments, be recognized in relevant expenses and the corresponding liabilities at the fair value of the liability incurred by the Company. On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the Company should re-measure the fair value of the liabilities and the changes should be included in the current period profit and loss. - 33 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 23. Provisions Provisions are recognized when the Group has a present obligation related to a contingency, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be measured reliably. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the settlement date, taking into account factors pertaining to a contingency such as the risks, uncertainties and time value of money. Where the effect of the time value of money is material, the amount of the provision is determined by discounting the related future cash outflows. The increase in the provision due to passage of time is recognized as interest expense. If all or part of the provision settlements is reimbursed by third parties, when the realization of income is virtually certain, then the related asset should be recognized. However, the amount of related asset recognized should not be exceeding the respective provision amount. At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then. 24. Revenue Revenue of the Group is mainly from sale of goods. The Group recognizes revenue when transferring goods to a customer, at the amount of the transaction price. Goods are considered transferred when the customer obtains control of the goods. Transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring goods to a customer, excluding amounts collected on behalf of third parties. Significant financing component For a contract with a significant financing component, the Group recognize revenue at an amount that reflects the price that a customer would have paid for the goods if the customer had paid cash for those goods at receipt. The difference between the amount of consideration and the cash selling price of the goods, is amortized in the contract period using effective interest rate. The Group does not adjust the amount of consideration for the effects of a significant financing component if the Group expects, at contract inception, that the period between when the entity transfers a good to a customer and when the customer pays for that good will be one year or less. Sale with a right of return For sale with a right of return, the Group recognizes revenue at the amount of consideration to which the Group expects to be entitled (ie excluding the products expected to be returned). For any amounts received (or receivable) for which an entity does not expect to be entitled, the entity shall not recognize revenue when it transfers products to customers but shall recognize those amounts received (or receivable) as a refund liability. An asset recognized for the Group’s right to recover products from a customer on settling a refund liability shall initially be measured by reference to the former carrying amount of the product less any expected costs to recover those products. - 34 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 25. Government grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration, including tax returns, financial subsidies and so on. A government grant is recognized only when the Group can comply with the conditions attached to the grant and the Group will receive the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. Government grants are either related to assets or income. (1) The basis of judgment and accounting method of the government grants related to assets Government grants obtained for acquiring long-term assets are government grants related to assets. A government grant related to an asset is offset with the cost of the relevant asset. (2) The basis of judgment and accounting method of the government grants related to income For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period. Government grants related to the Group’s normal course of business are offset with related costs and expenses. Government grants related that are irrelevant with the Groups’s normal course of business are included in non-operating gains. 26. Current and deferred tax The income tax expenses include current income tax and deferred income tax. 26.1 Current income tax At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. 26.2 Deferred tax assets and deferred tax liabilities Temporary differences are differences between the carrying amounts of certain assets or liabilities and their tax base. All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized. - 35 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 26. Current and deferred tax - (cont’d) 26.2 Deferred tax assets and deferred tax liabilities - (cont’d) For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized. However, for deductible temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognized. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax laws, that are expected to apply in the period in which the asset is realized or the liability is settled. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group may be required to pay additional tax in case of distribution of dividends by the Group companies. This additional tax was not included in the financial statements, since the policy of the Group is not to distribute in the foreseeable future a dividend which creates a significant additional tax liability. Except for those current income tax and deferred tax charged to comprehensive income or shareholders’ equity in respect of transactions or events which have been directly recognized in other comprehensive income or shareholders’ equity, and deferred tax recognized on business combinations, all other current income tax and deferred tax items are charged to profit or loss in the current period. At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longer probable that sufficient taxable profits will be available in the future to allow the benefit of deferred tax assets to be utilized. Such reduction is reversed when it becomes probable that sufficient taxable profits will be available. 26.3 Offset of income tax When the Group has a legal right to settle current tax assets and liabilities on a net basis, and tax assets and tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to realize the assets and liabilities simultaneously, current tax assets and liabilities are offset and presented on a net basis. When the Group has a legal right to settle deferred tax assets and liabilities on a net basis which relates to income taxes levied by the same taxation authority, on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis. - 36 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 27. Leases Lease is a contract, that conveys the right to use an asset for a period of time in exchange for consideration. 27.1 Determining whether an arrangement contains a lease On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while assessing if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset’s use. An arrangement does not contain a lease if an asset is leased for a period of less than 12 months, or to lease of asset with low economic value. 27.2 Initial recognition of leased assets and lease liabilities Upon initial recognition, the Group recognizes a liability at the present value of future lease payments (exclude certain variable lease payments, as detailed in note III 27.4), and concurrently the Group recognizes a right-of-use asset at the same amount, adjusted for any prepaid lease payments paid at the lease date or before, plus initial direct costs incurred in respect of the lease. When the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of the lessee is used. The Group presents right-of-use assets separately from other assets in the balance sheet. 27.3 The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option, if it is reasonably certain that the lessee will exercise or not exercise the option, respectively. If there is a change in the lease term, or in the assessment of an option to purchase the underlying asset, the Group remeasures the lease liability, on the basis of the revised lease term and the revised discount rate and adjust the right-of-use assets accordingly. 27.4 Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted with a correspondence change in the right-of-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the condition that triggers payment occurs. - 37 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 27. Leases (cont’d) 27.5 Subsequent measurement After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. The asset is depreciated on a straight-line basis over the useful life or contractual lease period, whichever earlier. The Group applies ASBE8 Impairment of Assets, to determine whether the right-of-use asset is impaired and to account for any impairment loss identified. A lease liability is measured after the lease commencement date at amortized cost using the effective interest method. 28. Other significant accounting policies and accounting estimates 28.1 Hedging The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflation risks and derivatives that are not used for hedging. Hedge accounting The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedge is expected to be effective in offsetting the changes in the fair value of cash flows that can be attributed to the hedged risk during the period for which the hedge is designated. An effective hedge exists when all of the below conditions are met: There is an economic relationship between the hedged item and the hedging instrument; the effect of credit risk does not dominate the value changes that result from that economic relationship; the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item. On the commencement date of the accounting hedge, the Group formally documents the relationship between the hedging instrument and hedged item, including the Group’s risk management objectives and strategy in executing the hedge transaction, together with the methods that will be used by the Group to assess the effectiveness of the hedging relationship. With respect to a cash-flow hedge, a forecasted transaction that constitutes a hedged item must be highly probable and must give rise to exposure to changes in cash flows that could ultimately affect profit or loss. - 38 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 28. Other significant accounting policies and accounting estimates - (cont’d) 28.1 Hedging (cont’d) Measurement of derivative financial instruments Derivative financial instruments are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Cash-flow hedges Subsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows are recognized through other comprehensive income directly in a hedging reserve, with respect to the part of the hedge that is effective. Regarding the portion of the hedge that is not effective, the chan ges in fair value are recognized in profit and loss. The amount accumulated in the hedging reserve is reclassified to profit and loss in the period in which the hedged cash flows impact profit or loss and is presented in the same line item in the statement of income as the hedged item. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, the hedge accounting is discontinued. The cumulative gain or loss previously recognized in a hedging reserve through other comprehensive income remains in the reserve until the forecasted transaction occurs or is no longer expected to occur. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profit or loss. Economic hedge Hedge accounting is not applied with respect to derivative instruments used to economically hedge financial assets and liabilities denominated in foreign currency or CPI linked. Changes in the fair value of such derivatives are recognized in profit or loss as gain (loss) from changes in fair value or investment income. Derivatives that are not used for hedging Changes in the fair value of derivatives that are not used for hedging are recognized in profit or loss as gain (loss) from changes in fair value or investment income. 28.2 Securitization of assets Details of the securitization of asset agreements and accounting policy are set out in Note V.5 - Account receivables. 28.3 Segment reporting Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organization, management requirements and internal reporting system. - 39 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 28. Other significant accounting policies and accounting estimates - (cont’d) 28.3 Segment reporting - (cont’d) Two or more operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics and are same or similar in respect of the nature of each product and service, the nature of production processes, the type or class of customers for the products and services, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting. Segment accounting policies are consistent with those for the consolidated financial statements. 28.4 Profit distributions to shareholders Dividends which are approved after the balance sheet date are not recognized as a liability at the balance sheet date but are disclosed in the notes separately. 29. Changes in significant accounting policies and accounting estimates 29.1 Changes in significant accounting policies There are no significant changes in accounting policies in the reporting period. 29.2 Changes in significant accounting estimates There are no significant changes in accounting estimates in the reporting period. - 40 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements 30. Significant accounting estimates and judgments The preparation of the financial statements requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates as well as underlying assumptions and uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Notes V.34, Note VIII, Note IX and Note XIII contain information about the assumptions and their risk factors relating to post-employment benefits – defined benefit plans, fair value of financial instruments and share-based payments. Other key sources of estimation uncertainty are as follows: 30.1 Expected credit loss of trade receivables As described in Note III.11, trade receivables are reviewed at each balance sheet date to determine whether credit risk on a receivable has increased significantly since initial recognition, lifetime expected losses is accrued for impairment provision1 Evidence of impairment includes observable data that comes to the attention of the Group about loss events such as a significant decline in the solvency of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. If there is objective evidence of a recovery in the value of receivables which can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed1 30.2 Provision for impairment of inventories As described in Note III.12, the net realisable value of inventories is under management’s regular review, and as a result, provision for impairment of inventories is recognized for the excess of inventories’ carrying amounts over their net realisable value. When making estimates of net realisable value, the Group takes into consideration the use of inventories held on hand and other information available to form the underlying assumptions, including the inventories’ market prices and the Group’s historical operating costs. The actual selling price, the costs of completion and the costs necessary to make the sale and relevant taxes may vary based on the changes in market conditions and product saleability, manufacturing technology and the actual use of the inventories, resulting in the changes in provision for impairment of inventories. The net profit or loss may then be affected in the period when the impairment of inventories is adjusted. - 41 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 30. Significant accounting estimates and judgments - (cont’d) 30.3 Impairment of assets other than inventories and financial assets As described in Note III.20, if impairment indication exists, assets other than inventories and financial assets are assessed at balance sheet date to determine whether the carrying amount exceeds the recoverable amount of the assets. If any such case exists, an impairment loss is recognized. The recoverable amount of an asset (or an asset group) is the greater of its fair value less costs to sell and its present value of expected future cash flows. Since a market price of the asset (or the asset group) cannot be obtained reliably, the fair value of the asset cannot be estimated reliably, the recoverable amount is calculated based on the present value of estimated future cash flows. In assessing the present value of estimated future cash flows, significant judgements are exercised over the asset’s production, selling price, related operating expenses and discount rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the recoverable amount, including the estimation of the production, selling price and related operating expenses based on reasonable and supportable assumptions. 30.4 Depreciation and amortisation of assets such as fixed assets and intangible assets As described in Note III.15 and III.18, assets such as fixed assets and intangible assets are depreciated and amortised over their useful lives after taking into account residual value. The estimated useful lives of the assets are regularly reviewed to determine the depreciation and amortisation costs charged in each reporting period. The useful lives of the assets are determined based on historical experience of similar assets and the estimated technical changes. If there have been significant changes in the factors used to determine the depreciation or amortisation, the rate of depreciation or amortisation is revised prospectively. 30.5 Income taxes and deferred income tax The Company and Group companies are assessed for income tax purposes in a large number of jurisdictions and, therefore, Company management is required to use considerable judgment in determining the total provision for taxes and attribution of income. When assessing whether there will be sufficient future taxable profits available against which the deductible temporary differences can be utilised, the Group recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised, using tax rates that would apply in the period when the asset would be utilised. In determining the amount of deferred tax assets, the Group makes reasonable judgements and estimates about the timing and amount of taxable profits to be utilised in the following periods, and of the tax rates applicable in the future according to the existing tax policies and other relevant regulations. If the actual timing and amount of future taxable profits or the actual applicable tax rates differ from the estimates made by management, the differences affect the amount of tax expenses. - 42 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - (cont’d) 30. Significant accounting estimates and judgments - (cont’d) 30.6 Contingent liabilities When assessing the possible outcomes of legal claims filed against the Company and its investee companies, the company positions are based on the opinions of their legal advisors. These assessments by the legal advisors are based on their professional judgment, considering the stage of the proceedings and the legal experience accumulated regarding the various matters. Since the results of the claims will be determined by the courts, the outcomes could be different from the assessments. In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt as to interpretation of the agreement and/or legal provision and/or the manner of their implementation. This exposure is brought to the Company’s attention in several ways, among others, by means of contacts made to Company personnel. In assessing the risk deriving from the unasserted claims, the Company relies on internal assessments by the parties dealing with these matters and by management, who weigh assessment of the prospects of a claim being filed, and the chances of its success, if filed. The assessment is based on experience gained with respect to the filing of claims and the analysis of the details of each claim. By their nature, in view of the preliminary stage of the clarification of the legal claim, the actual outcome could be different from the assessment made before the claim was filed. 30.7 Employee benefits The Group’s liabilities for long-term post-employment and other benefits are calculated according to the estimated future amount of the benefit to which the employee will be entitled in consideration for his services during the current period and prior periods. The benefit is stated at present value net of the fair value of the plan’s assets, based on actuarial assumptions. Changes in the actuarial assumptions could lead to material changes in the book value of the liabilities and in the operating results. 30.8 Derivative financial instruments The Group enters into transactions in derivative financial instruments for the purpose of hedging risks related to foreign currency and inflationary risks. The derivatives are recorded at their fair value. The fair value of derivative financial instruments is based on quotes from financial institutions. The reasonableness of the quotes is examined by discounting the future cash flows, based on the terms and length of the period to maturity of each contract, while using market interest rates of a similar ins trument as of the measurement date. Changes in the assumptions and the calculation model could lead to material changes in the fair value of the assets and liabilities and in the results. - 43 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IV. Taxation 1. Main types of taxes and corresponding tax rates The income tax rate in China is 25% (2020: 25%). The subsidiaries outside of China are assessed based on the tax laws in the country of their residence. Set forth below are the tax rates outside China relevant to the subsidiaries with significant sales to third party: Name of subsidiary Location 202 1 ADAMA agriculture solutions Ltd. Israel 23.0% ADAMA Makhteshim Ltd. Israel 7.5% ADAMA Agan Ltd. Israel 7.5% ADAMA Brasil S/A Brazil 34.0% Makhteshim Agan of North America Inc. U.S. 24.7% ADAMA India Private Ltd India 25.2% ADAMA Deutschland GmbH Germany 32.5% Control Solutions Inc. U.S. 24.0% Adama Australia Pty Ltd Australia 30.0% ADAMA France S.A.S France 28.0% ADAMA Northern Europe B.V. Netherlands 25.0% ADAMA Italia S.R.L. Italy 27.9% Alligare Inc. U.S. 27.5% The VAT rate of the Group's subsidiaries is in the range between 2.5% to 27%. - 44 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IV. Taxation - (cont’d) 1. Main types of taxes and corresponding tax rates - (cont’d) (1) Benefits from High-Tech Certificate The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Department of Science and Technology, Department of Finance of Hubei Province, Hubei Provincial Office of the State Administration of Taxation and Hubei Local Taxation Bureau. The applicable income tax rate from 2020 to 2022 is 15%. Adama Anpon (Jiangsu) Ltd. (Formally know as Jiangsu Anpon Electrochemical Co. Ltd, hereinafter - “Anpon"), a subsidiary of the Company, was jointly approved as new and high-tech enterprise, by the Jiangsu Provincial Department of Science and Technology, Department of Finance of Jiangsu Province, Jiangsu Provincial Office of the State Administration of Taxation. The applicable income tax rate from 2018 to 2020 is 15%. (2) Benefits under the Law for the Encouragement of Capital Investments Industrial enterprises of subsidiaries in Israel were granted “Approved Enterprise” or “Beneficiary Enterprise” status under the Israeli Law for the Encouragement of Capital Investments, 1959. Should a dividend be distributed from the retained earning produced in which the company was considered as an “Approved Enterprise” or “Beneficiary Enterprise”, the company may be liable for tax at the time of distribution. On December 29, 2010 the Knesset approved the Economic Policy Law for 2011-2012, which includes an amendment to the Law for the Encouragement of Capital Investments - 1959 (hereinafter - “the Amendment”). The Amendment is effective from January 1, 2011 and its provisions apply to preferred income derived or accrued in 2011 and thereafter by a preferred company, per the definition of these terms in the Amendment. The Amendment provides that only companies in Development Area A will be entitled to the grants track and that they will be entitled to receive benefits under this track and under the tax benefits track at the same time. The tax benefit tracks under the law constitute a preferred enterprise and a special preferred enterprise, which mainly provide a uniform and reduced tax rate for all the company’s income entitled to benefits. Tax rates on preferred income as from 2017 tax year are as follows: 7.5% for Development Area A and 16% for the rest of the country. The amendment further determined that no tax shall apply to dividend distributed out of preferred income to Israel resident company shareholder. As of the date of the report, all subsidiaries in Israel adopted the amendment and the deferred taxes were calculated accordingly. - 45 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IV. Taxation - (cont’d) 1. Main types of taxes and corresponding tax rates - (cont’d) (2) Benefits under the Law for the Encouragement of Capital Investments - (cont’d) On December 21, 2016 the Knesset plenum passed the second and third reading of the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016 in which the Encouragement Law was also amended (hereinafter: “the Amendment”). The Amendment is effective as from January 1, 2017 and added new tax benefit tracks for a “preferred technological enterprise” and a “special preferred technological enterprise” which award reduced tax rates to a technological industrial enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets. The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a “special preferred technological enterprise” with respect to taxable “preferred technological income” per its definition in the Encouragement Law. Preferred technological income that meets the conditions required in the law, will be subject to a reduced corporate tax rate of 12%, and if the preferred technological enterprise is located in Development Area A to a tax rate of 7.5%. Special preferred technological enterprise will be subject to a reduced corporate tax rate of 6% regardless of the development area in which the enterprise is located. In addition, as part of the amendment, a temporary provision was enacted, valid until June 30, 2021, which settles tax benefits continuation on income that is eligible to the Preferred Enterprise tax benefits as at June 30, 2016. ADAMA Agricultural Solutions Ltd. (hereinafter: “Solutions”) implement and act in accordance with the temporary provision. On May 16, 2017 the Knesset Finance Committee approved Encouragement of Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological Enterprise) – 2017 (hereinafter: “the Regulations”), which provides rules for applying the “preferred technological enterprise” and “special preferred technological enterprise” tax benefit tracks including the Nexus formula that provides the mechanism for allocating the technological income eligible for the benefits. Solutions, through a subsidiary, filed an application to the Israeli Tax Authority for settling its eligibility to the tax benefits in accordance with the amendment to the Encouragement Law. (3) Benefits under the Law for the Encouragement of Industry (Taxes), 1969 Under the Israeli Law for the Encouragement of Industry (Taxes) 1969, Solutions is an Industrial Holding Company and some of the subsidiaries in Israel are “Industrial Companies”. The main benefit under this law is the filing of consolidated income tax returns (Solutions files a consolidated income tax return with Adama Makhteshim and submission of a consolidated report together with Adama Agan as of 2017), amortization of know-how over 8 years and higher rates of depreciation. - 46 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements 1. Cash at Bank and On Hand June 30 December 31 2021 2020 Cash on hand 3,504 4,590 Deposits in banks 4,611,704 3,830,481 Other cash and bank 18,232 28,815 4,633,440 3,863,886 Including cash and bank placed outside China 3,379,563 2,064,876 As at June 30, 2021 restricted cash and bank balances was 18,232 thousand RMB (as at December 21, 2022 28,515 thousand RMB) mainly including deposits that guarantee bank acceptance drafts. 2. Financial assets held for trading June 30 December 31 2021 2020 Debt instruments - - Other 2,494 1,253 2,494 1,253 3. Derivative financial assets June 30 December 31 2021 2020 Economic hedge 359,401 1,545,481 Accounting hedge derivatives 17,345 15,307 376,746 1,560,788 4. Bills Receivable June 30 December 31 2021 2020 Post-dated checks receivable 87,302 91,975 Bank acceptance draft 20,776 10,107 108,078 102,082 All bills receivables are due within 1 year. - 47 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable a. By category June 30, 2021 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed individually for impairment 422,926 4 253,510 60 169,416 Account receivables assessed collectively for impairment 9,211,527 96 85,332 1 9,126,195 9,634,453 100 338,842 4 9,295,611 December 31, 2020 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed individually for impairment 467,325 5 262,933 56 204,392 Account receivables assessed collectively for impairment 8,661,818 95 99,341 1 8,562,477 9,129,143 100 362,274 4 8,766,869 b. Aging analysis June 30, 2021 Within 1 year (inclusive) 9,150,914 Over 1 year but within 2 years 167,433 Over 2 years but within 3 years 78,705 Over 3 years but within 4 years 74,239 Over 4 years but within 5 years 35,808 Over 5 years 127,354 9,634,453 - 48 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) Main groups of account receivables assessed collectively for impairment based on geographical location: Geographical location A: Account receivables in geographical location A are grouped based on similar credit risk: June 30, 2021 Provision for expected Book value credit loss Percentage (%) Credit group A 1,250,702 4,270 0.07-0.62 Credit group B 746,847 6,463 0.87 Credit group C 226,381 9,876 4.36 Credit group D 43,419 906 2.09 2,267,349 21,515 0.95 Geographical location B: Account receivables in geographical location B are grouped based on aging analysis: June 30, 2021 Provision for expected Book value credit loss Percentage (%) Accounts receivable that are not overdue 463,544 4,118 0.9 Debts overdue less than 60 days 29,029 871 3.0 Debts overdue less than 180 days but more than 60 days 29,812 2,981 10.0 Debts overdue above 180 days 19,002 7,601 40.0 Legal Debtors 35,648 35,648 100.0 577,035 51,219 8.9 Other geographical locations: June 30, 2021 Provision for expected Book value credit loss Percentage (%) Other account receivables assessed collectively for impairment 6,367,143 12,598 0.0-2.03% - 49 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) c. Addition, written-back and written-off of provision for expected credit losses during the period Addition of provision for expected credit loss during the period Lifetime expected credit Lifetime expected loss (credit losses has credit loss (credit losses not occurred) has occurred) Total January 1, 2021 51,895 310,379 362,274 First time consolidation - 246 246 Addition during the period, net (12,761) 18,294 5,533 Write back during the period - (15,470) (15,470) Write-off during the period - (14,343) (14,343) Exchange rate effect (903) 1,505 602 Balance as of June 30, 2021 38,231 300,611 338,842 d. Five largest accounts receivable at June 30, 2021: Allowance of expected Proportion of Accounts credit losses (credit losses Name Closing balance receivable (%) has occurred) Customer 1 151,580 2 - Customer 2 140,391 2 - Customer 3 128,525 1 - Customer 4 108,497 1 - Customer 5 95,325 1 13,095 Total 622,631 7 13,095 e. Derecognition of accounts receivable due to transfer of financial assets Certain subsidiaries of the group entered into a securitization transaction with Rabobank International for sale of trade receivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”). Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in various different currencies, to a foreign company that was set up for this purpose and that is not owned by the Adama Ltd. (hereinafter – “the Acquiring Company”). Acquisition of the trade receivables by the Acquiring Company is financed by Cooperative Rabobank U.A.. The trade receivables included as part of the Securitization Transaction are trade receivables that meet the criteria provided in the agreement. Every year the credit facility is re approved in accordance with the Securitization Program. As at the report date, the Securitization agreement was approved up to October 31, 2021. - 50 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd) The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’s activities, as follows: during the months March through June the maximum scope of the securitization is $350 million (as of June 30, 2021 – 2,261 million RMB), during the months July through September the maximum scope of the securitization is $300 million (as of June 30, 2021 – 1,938 million RMB) and during the months October through February the maximum scope of the securitization is $250 million (as of June 30, 2021 - 1,615 million RMB). In addition the company has uncommitted facility of $50 million (as of June 30, 2021 - 326 million RMB) which will be applicable each period. The proceeds received from those customers whose debts were sold are used for acquisition of new trade receivables. The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculated based on, among other things, the expected length of the period between the date of sale of the trade receivable and its anticipated repayment date. In the month following acquisition of the debt, the Acquiring Company pays in cash most of the debt while the remainder is recorded as a subordinated note and as continuing involvement that is paid after collection of the debt sold. If the customer does not pay its debt on the anticipated repayment date, the Company bears interest up to the earlier of the date on which the debt is actually repaid or the date on which debt collection is transferred to the insurance company (the actual costs are not significant and are not expected to be significant). The Acquiring Company bears 95% of the credit risk in respect of the customers whose debts were sold and will not have a right of recourse to the Company in respect of the amounts paid in cash, except regarding debts with respect to which a commercial dispute arises between the companies and their customers, that is, a dispute the source of which is a claim of non-fulfillment of an obligation of the seller in the supply agreement covering the product, such as: a failure to supply the correct product, a defect in the product, delinquency in the supply date, and the like. The Acquiring Company appointed a policy manager who will manage for it the credit risk involved with the trade receivables sold, including an undertaking with an insurance company. Pursuant to the Receivables Servicing Agreement, the Group subsidiaries handle collection of the trade receivables as part of the Securitization Transaction for the benefit of the Acquiring Company. As part of the agreement, Solutions is committed to comply with certain financial covenants, mainly the ratio of the liabilities to equity and profit ratios. As of June 30, 2021, Solutions was in compliance with the financial covenants. The accounting treatment of sale of the trade receivables included as part of the Securitization Program is: The Company is not controlling the Acquiring Company, therefore the Acquiring Company is not consolidated in the financial statements. The Company continues to recognize the trade receivables included in the Securitization Program based on the extent of its continuing involvement therein. In respect of the part of the trade receivables included in the securitization Program with respect to which cash proceeds were not yet received, however regarding which the Company has transferred the credit risk, a subordinated note is recorded. The continuing involvement and subordinated note recorded in the balance sheet as part of the “other receivables” line item. - 51 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 5. Accounts Receivable – (cont'd) e. Derecognition of accounts receivable due to transfer of financial assets - (cont'd) The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the “financing expenses”. The Company’s subsidiary in Brazil (hereinafter - “the subsidiary”) entered into a securitization agreement with Rabobank Brazil for sale of trade receivables. Under the agreement, the subsidiary will sell its trade receivables to a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the subsidiary has subordinate rights of 5% of the entity's capital. As at the report date, the subsidiary agreement was approved up to September 1, 2022. The maximum securitization scope as of June 30, 2021 is BRL 364 million (470 million RMB). On the date of the sale of the trade receivables, the entity pays the full amount which is the debt amount sold net of discount calculated, among others, over the expected length of the period between the date of sale of the customer receivable and its anticipated repayment date. The entity bears 95% of the credit risk in respect of the customers whose debts were sold such that the entity has the right of recourse of 5% of the unpaid amount. The subsidiary should make a pledged deposit equal to the amount the entity’s right of recourse. The subsidiary handles the collection of receivables included in the secur itization for the entity. The subsidiary does not control the entity and therefore the entity is not consolidated in the group's financial statements. The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its continuing involvement therein (5% right of recourse) and also recognizes an associated liability in the same amount. The loss from the sale of the trade receivables is recorded at the time of sale to profit and loss under financing expenses. June 30 December 31 2021 2020 Accounts receivables derecognized 2,899,468 2,552,045 Continuing involvement 127,981 125,578 Subordinated note in respect of trade receivables 512,938 762,598 Liability in respect of trade receivables 303,121 22,002 Six months ended June 30 2021 2020 Loss in respect of sale of trade receivables 15,403 36,790 - 52 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 6. Receivables financing June 30 December 31 2021 2020 Bank acceptance draft 99,066 109,483 99,066 109,483 As at June 30, 2021, bank acceptance endorsed but not yet due amounts to 531,091 thousands RMB. 7. Prepayments (1) The aging analysis of prepayments is as follows: June 30 December 31 2021 2020 Amount Percentage (%) Amount Percentage (%) Within 1 year (inclusive) 354,921 98 400,549 99 Over 1 year but within 2 years (inclusive) 5,595 1 3,037 1 Over 2 years but within 3 years (inclusive) 687 - 842 - Over 3 years 2,161 1 1,052 - 363,364 100 406,008 100 (2) Total of five largest prepayments by debtor at the end of the period: Amount Percentage of prepayments (%) June 30, 2021 115,867 32 - 53 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 8. Other Receivables (1) Other receivables by nature June 30 December 31 2021 2020 Dividends receivable 903 - Others 1,044,782 1,310,029 1,045,685 1,310,029 a. Others breakdown by categories June 30 December 31 2021 2020 Trade receivables as part of securitization transactions not yet eliminated 127,981 125,578 Subordinated note in respect of trade receivables 512,938 762,598 Financial institutions 175,747 231,183 Receivables in respect of disposal of fixed assets 23,949 23,949 Other 220,188 182,867 Sub total 1,060,803 1,326,175 Provision for expected credit losses - other receivables (16,021) (16,146) 1,044,782 1,310,029 b. Other receivables by aging June 30 2021 Within 1 year (inclusive) 1,001,463 Over 1 year but within 2 years 17,151 Over 2 years but within 3 years 13,730 Over 3 years but within 4 years 2,218 Over 4 years but within 5 years 2,843 Over 5 years 23,398 1,060,803 - 54 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 8. Other Receivables - (cont'd) (2) Additions, recovery or reversal and written-off of provision for expected credit losses during the period: Six months ended June 30, 2021 Balance as of January 1 2021, 16,146 Addition during the period - Written back during the period (114) Write-off during the period - Exchange rate effect (11) Balance as of June 30, 2021 16,021 (3) Five largest other receivables at June 30, 2021: Allowance of Proportion of other expected credit Name Closing balance receivables (%) losses Party 1 512,938 49 - Party 2 175,747 17 - Party 3 13,321 1 - Party 4 12,921 1 - Party 5 10,627 1 - Total 725,554 69 - 9. Inventories (1) Inventories by category: June 30, 2021 Provision for Book value impairment Carrying amount Raw materials 2,052,521 21,452 2,049,251 Work in progress 822,821 1,228 821,295 Finished goods 8,892,106 150,118 8,525,258 Others 202,022 0,928 284,524 11,405,285 190,020 11,252,825 December 31, 2020 Provision for Book value impairment Carrying amount Raw materials 2,282,985 42,945 2,215,222 Work in progress 024,291 - 024,291 Finished goods 8,455,855 152,500 8,225,251 Others 255,215 0,420 252,051 12,542,222 222,959 12,225,202 - 55 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 9. Inventories - (cont'd) (2) Provision for impairment of inventories: For the six months ended June 30, 2021 January 1, First time Reversal or 2021 consolidation Provision write-off Other June 30, 2021 Raw material 42,945 956 7,356 )19,225( )452( 21,452 Work in 1,134 progress - 50 )55( 120 1,228 Finished goods 152,500 3,355 42,380 (40,449) (1,745) 150,115 Others 0,420 - 509 ) 285( ) 125( 0,928 222,959 5,445 50,665 (60,094) (2,245) 190,022 10. Other Current Assets June 30 December 31 2021 2020 Deductible VAT 564,790 499,136 Current tax assets 262,515 232,051 Short term investments 80,267 - Others 33,263 38,454 940,835 769,841 11. Long-Term Receivables June 30 December 31 2021 2020 Long term account receivables from sale of goods 98,400 95,329 98,400 95,329 - 56 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 12. Long-Term Equity Investments (1) Long-term equity investments by catego ry: June 30 December 31 2021 2020 Investments in joint ventures 15,847 14,081 15,847 14,081 (2) Movements of long-term equity investments for the period are as follows: Balance Other Declared Change in at the end January Investment Comprehensive distribution of Capital consolidation of the 1, 2021 income income cash dividend investment scope Impairment period Joint ventures Investee A 2,884 566 (26) - - - - 3,424 Investee B 933 - (84) - - (849) - - Investee C 10,264 2,678 349 (868) - - - 12,423 Sub-total 14,081 3,244 239 (868) - (849) - 15,847 13. Other equity investments June 30 December 31 2021 2020 Investment A 85,495 85,495 Investment B 64,388 65,034 Investment C 1,654 1,671 151,537 152,200 Other equity investments are non-core businesses that are intended to be held in the foreseeable future. For the six months period ended at June 30, 2021 the company did not recognize dividend income from other equity investments. - 57 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements – (cont'd) 14. Fixed assets Land & Machinery & Office & other Buildings equipment Motor vehicles equipment Total Cost Balance as at January 1, 2021 3,299,569 13,982,376 122,215 371,573 17,775,733 First time consolidation 327,898 909,326 1,830 7,490 1,246,544 Purchases 22,474 132,069 7,031 10,848 172,422 Transfer from construction in progress 12,714 180,102 1,210 1,229 195,255 Disposals (13,613) (28,950) (5,745) (14,493) (62,801) Currency translation adjustment (28,689) (113,265) (2,449) (5,170) (149,573) Balance as at June 30, 2021 3,620,353 15,061,658 124,092 371,477 19,177,580 Accumulated depreciation Balance as at January 1, 2021 (1,673,044) (8,647,241) (62,224) (293,523) (10,676,032) First time consolidation (11,075) (49,997) (256) (1,406) (62,734) Charge for the period (46,557) (292,582) (8,245) (17,877) (365,261) Disposals 13,344 27,498 4,432 15,236 60,510 Currency translation adjustment 11,311 72,722 1,293 4,514 89,838 Balance as at June 30, 2021 (1,706,021) (8,889,602) (65,000) (293,056) (10,953,679) Provision for impairment Balance as at January 1, 2021 (159,691) (363,008) (651) (235) (523,585) First time consolidation - (5,915) (8) - (5,923) Charge for the period - - - - - Disposals - 245 7 - 252 Currency translation adjustment 100 725 (1) 2 826 Balance as at June 30, 2021 (159,591) (367,953) (653) (233) (528,430) Carrying amounts As at June 30, 2021 1,754,741 5,804,103 58,439 78,188 7,695,471 As at January 1, 2021 1,466,834 4,972,127 59,340 77,815 6,576,116 The lands reported as fixed assets are owned by the group subsidiaries and are located outside of China. - 58 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 15. Construction in Progress (1) Construction in progress June 30 December 31 2021 2020 Provision for Provision for Book value impairment Carrying amount Book value impairment Carrying amount 1,838,063 (25,740) 1,812,323 1,431,068 (25,740) 1,405,328 (2) Details and Movements of major construction projects in progress during year ended June 30, 2021 Actual Currency Transfer cost to Project January 1, translati on to fixed June 30, budget progress Budget 2021 Addi tions di fferences assets 2021 (% ) (% ) Source of funds Project A 1,509,420 632,656 87,045 - - 719,701 55% 55% Bank loan Project B 722,302 25,441 13,820 - - 39,261 5% 5% Bank loan Project C 333,373 15,803 22,955 (191) - 38,567 12% 12% Internal finance Project D 279,367 56,460 84,942 (688) - 140,714 50% 50% Internal finance Project E * 172,055 51,402 10,855 - (14,920) 47,337 50% 50% Internal finance Project F 138,000 39,786 33,627 - - 73,413 53% 53% Internal finance Project G 140,649 53,922 71,956 (455) (125,423) - 100% 100% Internal finance Project H 135,662 59,699 17,611 (620) - 76,690 57% 57% Internal finance Project I 70,101 32,300 33,177 - - 65,477 93% 93% Internal finance Project J 70,035 54,618 6,171 - - 60,789 87% 87% Internal finance * As of June 30, 2021 Project E include impairment of RMB 26 million. - 59 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 16. Right-of-use assets Land & Machinery & Office & other Buildings equipment Motor vehicles equipment Total Cost Balance as at January 1, 2021 468,521 45,329 223,914 3,445 741,203 Additions 62,899 757 53,038 1,837 118,531 Disposals (12,105) (408) (30,110) (970) (43,593) Currency translation adjustment (10,077) (451) (2,747) (67) (13,342) Balance as at June 30, 2021 509,238 45,227 244,095 4,245 802,805 Accumulated depreciation Balance as at January 1, 2021 (145,226) (12,553) (98,233) (1,579) (257,59,) Charge for the period (40,323) (705) (38,249) (408) (79,685) Disposals 10,630 401 25,167 660 36,858 Currency translation adjustment 2,081 137 1,268 22 3,508 Balance as at June 30, 2021 (172,838) (12,720) (110,047) (1,305) (296,910) Provision for impairment Balance as at January 1, 2021 - - - - - Balance as at June 30, 2021 - - - - - Carrying amounts As at June 30, 2021 336,400 32,507 134,048 2,940 505,895 As at January 1, 2021 323,295 32,776 125,681 1,866 483,615 - 60 - ADAMA LTD. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 17. Intangible Assets Marketing Intangi ble assets rights, Product on Purchase of tradename and Customers (1) registration Products Software trademarks relations Land use rights Others (2) Total Costs Balance as at January 1, 2021 12,892,221 2,915,420 558,041 044,282 451,225 292,508 222,040 10,208,502 First time consolidation (3) 82,642 - 2,833 - - 65,397 2,809 134,681 Purchases 215,551 757 71,146 757 - - 0,647 295,555 Currency translation adjustment (107,518) (38,924) (9,747) (7,582) (4,822) (361) (3,226) (172,180) Transfer fro m construction in progress - - 45,418 - - - - 45,418 Disposal (212,688) - (1,048) (841) - - - (214,577) Balance as at June 30, 2021 12,655,018 2,880,240 965,343 736,394 446,186 450,912 220,977 10,469,070 Accumul ated amortizati on Balance as at January 1, 2021 ) 5,128,152( ) 2,458,812( ) 525,255( ) 442,825( ) 222,222( ) 01,485 ( ) 152,225( ) 12,219,852 ( First time consolidation (3) (1,879) - (141) - - (886) (609) (3,515) Charge for the period (271,853) (143,888) (36,558) (15,075) (16,026) (4,455) (14,890) (502,745) Currency translation adjustment 83,275 24,613 5,825 4,542 2,555 (3) 2,136 122,943 Disposal 212,688 - 545 252 - - - 212,788 Balance as at June 30, 2021 (8,083,952) (2,575,887) (568,281) (453,906) (233,773) (76,812) (196,598) (12,189,209) Provision for i mpairment Balance as at January 1, 2021 ) 51,809 ( ) 45,528 ( - - - - ) 252 ( ) 122,025( Charge for the period - - - - - - - - Disposal - - - - - - - - Currency translation adjustment 511 454 - - - - - 1,295 Balance as at June 30, 2021 (80,868) (48,322) - - - - (250) (129,440) Carrying amount As at June 30, 2021 2,490,198 1,256,031 397,062 282,488 212,413 381,100 131,129 5,150,421 As at January 1, 2021 2,525,189 1,412,959 215,458 222,425 222,028 221,425 120,282 5,228,455 (1) Include land parcel in Israel that has not yet been registered in the name of the Group subsidiaries at the Land Registry Office, mostly due to registration procedures or technical problems. (2) Mainly non-compete. (3) Product registration includes provisional purchase price allocation related to Adama Huifeng (shanghai) Agricultural Technology Co. Ltd acquired in December 31, 2020. - 61 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 18. Goodwill Changes in goodwill The Group allocates goodwill to two cash generating units ("CGU"), Crop Protection (Agro) and a non-core activity included in the Intermediates and ingredients segment. At the end of the year, or more frequently whether indicators for impairment exists, the Group estimates the recoverable amount of each CGU for which goodwill has been allocated to using th DCF model. The carrying amount of goodwill is mainly allocated to Agro units, which includes RMB 261 million from the acquisitions of Adama Huifeng (shanghai) Agricultural Technology Co., Ltd and Adama Huifeng (Jiangsu) Co. Ltd.. The goodwill allocated to non-core CGU is not significant. As of December 31, 2020 the fair value of the cash generating units to which goodwill has been allocated to exceeds its carrying amount. Currency January 1, translation Balance at June 2021 Additions adjustment 30, 2021 Book value 4,584,226 59,305 (43,273) 4,600,258 Impairment provision - - - - Carrying amount 4,584,226 59,305 (43,273) 4,600,258 19. Deferred Tax Assets and Deferred Tax Liabilities (1) Deferred tax assets without taking into consideration of the offsetting of balances within the same tax jurisdiction June 30 December 31 2021 2020 Deductible Deductible temporary Deferred tax temporary Deferred tax differences assets differences assets Deferred tax assets Deferred tax assets in respect of carry forward losses 978,130 173,245 055,259 142,212 Deferred tax assets in respect of inventories 1,688,325 472,415 1,555,525 422,995 Deferred tax assets in respect of employee benefits 900,207 130,032 912,251 125,808 Other deferred tax asset 1,586,051 391,185 1,589,155 288,852 5,152,713 1,166,877 4,522,258 1,282,825 - 62 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 19. Deferred Tax Assets and Deferred Tax Liabilities - (cont’d) (2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the same tax jurisdiction June 30 December 31 2021 2020 Taxable Taxable temporary Deferred tax temporary Deferred tax differences liabilities differences liabilities Deferred tax liabilities Deferred tax liabilities in respect of fixed assets and intangible assets 3,321,928 589,983 2,512,829 815,924 3,321,928 589,983 2,512,829 815,924 (3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting June 30 December 31 2021 2020 The offset The offset amount of Deferred tax amount of Deferred tax deferred tax assets or deferred tax assets or assets and liabilities assets and liabilities after liabilities after offset liabilities offset Presented as: Deferred tax assets 227,010 939,867 258,982 002,873 Deferred tax liabilities 227,010 362,973 258,982 221,942 (4) Details of unrecognized deferred tax assets June 30 December 31 2021 2020 Deductible temporary differences 450,995 522,951 Deductible losses carry forward 211,553 103,402 882,545 627,353 (5) Expiration of deductible tax losses carry forward for unrecognized deferred tax assets June 30 December 31 2021 2020 2021 2,364 2,255 2022 1,612 1,828 2023 2,089 2,125 2224 1,764 1,055 2025 5,827 5,885 After 2025 197,897 89,613 211,553 103,402 - 63 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 19. Deferred Tax Assets and Deferred Tax Liabilities - (cont'd) (6) Unrecognized deferred tax liabilities When calculating the deferred taxes, taxes that would have applied in the event of realizing investments in subsidiaries were not taken into account since it is the Company’s intention to hold these investments and not realize them. 20. Other Non-Current Assets June 30 December 31 2021 2020 Judicial deposits 99,854 93,182 Assets related to securitization 28,566 31,979 Advances in respect of non-current assets 122,431 40,857 Call option in respect of business combination - 18,733 Others 79,993 72,581 330,844 257,332 21. Short-Term Loans Short-term loans by category: June 30 December 31 2021 2020 Unsecured loans 1,209,421 1,205,498 1,209,421 1,205,498 22. Derivative financial liabilities June 30 December 31 2021 2020 Economic hedge 675,597 1,197,274 Accounting hedge derivatives 124,118 266,340 799,715 1,463,614 - 64 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 23. Bills Payables June 30 December 31 2021 2020 Post-dated checks payables 179,610 264,402 Note payables draft 18,818 105,389 198,428 369,791 As at June 30, 2021, none of the bills payable are overdue. 24. Accounts payable June 30 December 31 2021 2020 Within 1 year (including 1 year) 5,143,044 4,523,845 1-2 years (including 2 years) 14,492 7,454 2-3 years (including 3 years) 3,659 4,349 Over 3 years 23,285 21,358 5,184,480 4,557,006 There are no significant accounts payables aging over one year. 25. Contract liabilities June 30 December 31 2021 2020 Discount for customers 1,015,799 633,882 Advances from customers 245,143 458,371 1,260,942 1,092,253 26. Employee Benefits Payable June 30 December 31 2021 2020 Short-term employee benefits 488,340 882,144 Post-employment benefits* 63,467 122,218 Share based payment (See note XIII) 116,348 55,922 Other benefits within one year 219,150 228,528 887,305 1,104,088 Current maturities 28,931 24,285 916,236 1,225,524 * For further information regarding the termination benefits to employees during the periods see note XI.2 – Commitments and contingent liabilities. - 65 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 27. Taxes Payable June 30 December 31 2021 2020 Corporate income tax 206,365 168,033 VAT 195,635 166,073 Others 24,631 24,882 426,631 358,988 28. Other Payables June 30 December 31 2021 2020 Dividends payables 38,027 3,780 Other payables 1,524,596 1,071,941 1,562,623 1,075,721 (1) Other payables June 30 December 31 2021 2020 Accrued expenses 613,152 541,250 Payables in respect of intangible assets 109,447 135,176 Financial institutions 13,870 111,863 Liability in respect of securitization transactions 303,121 22,002 Others 485,006 261,650 1,524,596 1,071,941 As at June 30, 2021, the Group did not have any significant other payables overdue. 29. Non-Current Liabilities Due Within One Year Non-current liabilities due within one year by category are as follows: June 30 December 31 2021 2020 Long-term loans due within one year 1,064,974 587,864 Lease liabilities due within one year 146,747 146,178 Debentures payable due within one year 533,049 538,539 1,744,770 1,272,581 - 66 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 30. Other Current Liabilities June 30 December 31 2021 2020 Put options to holders of non-controlling interests 85,700 87,388 Provision in respect of returns 195,373 194,775 Provision in respect of claims 65,912 33,036 Others 381 398 347,366 315,597 31. Long-Term Loans Long-term loans by category June 30 December 31 2021 Interest range 2020 Interest range Long term loans Guaranteed loans 373,200 3.9%-4.1% - - Unsecured loans 3,963,318 1.4%-4.1% 2,947,492 1.4%-4.7% Total Long term loans 4,336,518 2,947,492 Less: Long term loans from banks due within 1 year (1,064,974) (559,864) Long term loans, net 3,271,544 2,387,628 For the maturity analysis, see note VIII.C - Liquidity risk. 32. Debentures Payable June 30 December 31 2021 2020 Debentures Series B 8,528,773 8,616,652 Current maturities (533,049) (538,539) 7,995,724 8,078,113 June 30 2021 First year (current maturities) 533,049 Second year 533,049 Third year 533,049 Fourth year 533,049 Fifth year and thereafter 6,396,577 8,528,773 - 67 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 32. Debentures Payable - (cont'd) Movements of debentures payable: For the six months ended June 30, 2021: Issuance Balance at during Amortization CPI and Repayment Currency Balance at Maturity Face value Face value Issuance Maturity Issuance January 1, the of discounts exchange during the translation June 30, period in RMB NIS date period amount 2021 period or premium rate effect period adjustment 2021 Debentures November Series B 2,673,640 1,650,000 4.12.2006 2020-2036 3,043,742 3,611,389 - 104 (6) - (35,825) 3,575,659 Debentures November Series B 843,846 513,527 16.1.2012 2020-2036 842,579 1,074,338 - 5,318 - - (10,677) 1,068,979 Debentures November Series B 995,516 600,000 7.1.2013 2020-2036 1,120,339 1,335,327 - 2,329 19 - (13,264) 1,324,411 Debentures November Series B 832,778 533,330 1.2.2015 2020-2036 1,047,439 1,255,064 - (1,456) 19 - (12,467) 1,241,160 Debentures November Series B 418,172 266,665 1-6.2015 2020-2036 556,941 687,307 - (3,979) 6 - (6,813) 676,521 Debentures November Series B 497,989 246,499 5.5.2020 2020-2036 892,598 653,227 - (4,710) 6 - (6,480) 642,043 8,616,652 - (2,394) 44 - (85,529) 8,528,773 Series B debentures amounts to NIS 3,810 million par value (3,510 million par value, net of self-purchased) linked to the CPI, bearing basic annual interest of 5.15%. The principal is repaid in 17 equal payments in the years 2020 to 2036. On November 30, 2020 the Company made the first principal repayment of its Series B debentures, for a total of NIS 219.4 million par value (approximately RMB 525 million). - 68 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 33. Lease liabilities June 30 December 31 2021 Interest range 2020 Interest range Lease liabilities 541,278 1.1%-6.3% 525,368 1.2%-6.1% Less: Lease liabilities due within one year (146,747) (146,178) Long term lease liabilities, net 394,531 379,190 34. Long-Term Employee Benefits Payable Post-employment benefit plans – defined benefit plan and early retirement June 30 December 31 2021 2020 Total present value of obligation 672,093 594,185 Less: fair value of plan's assets (88,161) )92,824 ( Net liability related to Post-employment benefits 583,932 521,521 Termination benefits 83,325 99,488 Total recognized liability for defined benefit plan, net (1) 667,257 822,990 Share based payment (See note XIII) 33,589 21,255 Other long-term employee benefits 76,351 50,025 Total long-term employee benefits, net 777,197 809,522 Including: Long-term employee benefits payable due within one year 28,931 24,285 748,266 845,055 (1) Movement in the net liability and assets in respect of defined benefit plans, early retirement and their components Defined benefit obligation and early Fair value of plan's retirement assets Total 2021 2020 2021 2020 2021 2020 Balance as at January 1, 2020 892,821 021,921 92,634 104,448 600,997 617,483 Expense/income recognized in profit and loss: Current service cost 7,595 7,975 - - 7,595 7,975 Interest costs 9,495 9,522 1,113 1,299 8,382 5,122 Losses (gains) on curtailments and settlements 9,369 57,120 - - 9,369 57,120 Changes in exchange rates (9,436) ) 2,229( (1,204) ) 282( (8,232) ) 1,949( Actuarial gain (losses) due to early retirement (10,298) ) 1,522( - - (10,298) ) 1,522( Included in other comprehensive income: Actuarial gain (losses) as a result of changes in actuarial assumptions 9,121 ) 55,552( 1,540 ) 5,449( 7,581 ) 40,422( Foreign currency translation differences in respect of foreign operations (6,859) 5,928 (967) 1,215 (5,892) 0,855 Additional movements: Benefits paid (47,174) ) 52,158( (6,825) ) 5,152( (40,349) ) 42,222( Contributions paid by the Group - - 1,870 2,282 (1,870) ) 2,282( Cllasification 99,974 - - - 99,974 - Balance as at June 30, 2021 755,418 695,395 88,161 92,585 667,257 602,830 - 69 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 34. Long-Term Employee Benefits Payable - (cont'd) Post-employment benefit plans – defined benefit plan and early retirement - (cont'd) (2) Actuarial assumptions and sensitivity analysis The principal actuarial assumptions at the reporting date for defined benefit plan June 30 December 31 2021 2020 Discount rate (%)* 0.4%-3.3% 0.6%-3.3% *According to the demographic and the benefit components. The assumptions regarding the future mortality rate are based on published statistical data and acceptable mortality rates. Possible reasonable changes as of the date of the report in the discount rate, assuming the other assumptions remain unchanged, would have affected the defined benefit obligation as follows: As of June 30, 2021 Increase of 1% Decrease of 1% Change in defined benefit obligation ) 55,214( 85,128 35. Provisions June 30 December 31 2021 2020 Liabilities in respect of contingencies* 85,122 77,138 Provision in respect of site restoration 73,733 79,706 Long-term liability in respect of business combinations 17,434 3,954 Other 2,410 2,453 178,699 163,251 * Liabilities in respect of contingencies includes obligations of pending litigations, where an outflow of resources had been reliably estimated. - 70 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 36. Other Non-Current Liabilities June 30 December 31 2021 2020 Put options to holders of non- controlling interests (1) 1,315,490 290,260 Long term loans – others - 171,770 1,315,490 462,030 Current maturities - (28,000) 1,315,490 434,030 (1) For further information see note VI.1 – Change in consolidation Scope. 37. Share Capital Balance at Issuance of new Balance at January 1, 2021 shares Buyback of shares June 30, 2021 Share capital 2,344,121 - (14,309) 2,329,812 * For further information of the changes see note XI.2 – Commitments and contingent liabilities. 38. Capital Reserve Balance at Additions during Reductions during Balance at January 1, 2021 the period the period June 30, 2021 Share premiums 12,652,610 - (46,048) 12,606,562 Other capital reserve 370,609 - (94,847) 275,762 13,022,219 - (140,895) 12,882,324 * For further information of the changes see note XI.2 – Commitments and contingent liabilities. 39. Other Comprehensive Income, net of tax Attributable to shareholders of the company Less: Less: Less: Balance at transfer Income transfer to Balance at January 1, Before tax to profit tax Net-of-tax retained June 30, 2021 amount or loss expenses amount earnings 2021 Items that will not be reclassified to profit or loss 49,933 (7,581) - (610) (6,971) - 42,962 Re-measurement of changes in liabilities under defined benefit plans (5,258) (7,581) - (610) (6,971) - (12,229) Changes in fair value of other equity investment 55,191 - - - - - 55,191 Items that may be reclassified to profit or loss (121,988) (296,048) (179,892) (221) (115,935) - (237,923) Effective portion of gain or loss of cash flow hedge (220,719) (35,816) (179,892) (221) 144,297 - (76,422) Translation difference of foreign financial statements 98,731 (260,232) - - (260,232) - (161,501) (72,055) (303,629) (179,892) (831) (122,906) - (194,961) - 71 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 40. Surplus reserve Additions Reductions Balance at during the during the Balance at January 1, 2021 period period June 30, 2021 Statutory surplus reserve 236,348 - - 236,348 Discretional surplus reserve 3,814 - - 3,814 240,162 - - 240,162 41. Retained Earnings 2021 2020 Retained earnings as at January 1 5,862,702 5,574,173 Net profits for the period attributable to shareholders of the Company 367,038 204,649 Dividends to non-controlling Interest (35,904) (26,828) Dividend to the shareholders of the company (Note 1 & 2) (37,277) (29,359) Retained earnings as at June 30 6,156,557 5,722,635 Note 1: On April 27, 2020, following approval of the 25th meeting of the Company's 8th session of the Board of Directors, the Company declared RMB 0.12 (before tax) per 10 shares as cash dividend to all shareholders, resulting in a total cash dividend of 29,359 thousands RMB (before tax). No shares were distributed as share dividend and no reserve was transferred to equity capital. The proposal was approved by the 2019 Annual General Meeting of the Company held on May 20, 2020 and was fully paid during the third quarter of 2020. Note 2: On March 29, 2021, after obtaining the approval of the 31st meeting of the Company's 8th Board of Directors, the Company declared RMB 0.16 (before tax) per 10 shares as cash dividend to all shareholders, resulting in a total cash dividend of 37,277 thousands RMB (before tax). No shares were distributed as share dividend and no reserve was transferred to equity capital. The proposal was approved by the 2020 Annual General Meeting of the Company held on May 21, 2021 and was fully paid during the third quarter of 2021. - 72 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 42. Operating Income and Cost of Sales Six months ended June 30 Six months ended June 30 2021 2020 Income Cost of sales Income Cost of sales Principal activities 15,037,841 10,694,295 14,100,337 9,594,415 Other businesses 25,939 12,415 20,703 10,055 15,063,780 10,706,710 14,121,040 9,904,470 43. Taxes and Surcharges Six months ended June 30 2021 2020 Tax on turnover 12,693 11,087 Others 46,314 35,030 59,007 46,117 44. Selling and Distribution Expenses Six months ended June 30 2021 2020 Salaries and related expense 885,153 804,371 Depreciation and amortization 536,516 712,432 Transportation and Commissions 481,263 384,906 Advertising and sales promotion 154,157 161,027 Travel expenses 38,180 42,169 Warehouse expenses 83,456 77,121 Registration 62,030 81,676 Professional services 51,735 45,113 Insurance 48,945 36,863 Others 165,001 122,890 2,506,436 2,468,568 - 73 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 45. General and Administrative Expenses Six months ended June 30 2021 2020 Salaries and related expenses 265,783 263,523 Idleness expenses 96,638 87,755 Professional services 47,805 56,030 Depreciation and amortization 41,558 44,550 IT systems 49,294 46,259 Office rent, maintenance and expenses 19,315 17,759 Other 51,414 37,310 571,807 553,186 46. Research and development expenses Six months ended June 30 2021 2020 Salaries and related expenses 109,731 91,566 Field trial 18,063 17,652 Professional services 22,169 31,068 Depreciation and amortization 22,194 13,942 Materials 27,714 3,251 Office rent, maintenance and expenses 4,946 3,631 Other 22,123 27,075 226,940 188,185 47. Financial expenses, net Six months ended June 30 2021 2020 Interest expenses on debentures and loans 333,733 352,342 CPI expense (income) in respect of debentures 118,106 (63,213) Loss in respect of sale of trade receivables 15,403 36,790 Interest expense in respect of post-employment benefits and early retirement, net 12,967 8,133 Revaluation of put option, net 24,449 8,566 Interest income from customers, banks and others (31,363) (29,625) Exchange rate differences, net (45,084) 507,673 Interest expense on lease liabilities 12,364 11,955 Other expenses 8,215 10,171 448,790 842,792 - 74 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 48. Investment income, net Six months ended June 30 2021 2020 Investment income (expenses) from disposal of derivatives 524,513 37,737 Income from long-term equity investments accounted for using the equity method 3,243 14,392 527,756 52,129 49. Gain (loss) from Changes in Fair Value Six months ended June 30 2021 2020 Gain (loss) from changes in fair value of derivative financial (660,975) 267,775 instruments Others (3,607) (2,265) (664,582) 265,510 50. Credit impairment reversal (losses) Six months ended June 30 2021 2020 Bills receivable and accounts receivable 9,937 5,780 Other receivables 114 (191) 10,051 5,589 51. Asset impairment reversal (losses) Six months ended June 30 2021 2020 Inventories (29,403) (24,724) Intangible asset - (21) Other - (631) (29,403) (25,376) 52. Gain from Disposal of Assets Six months ended June 30 Included in non-recurring 2021 2020 items Gain from disposal of fixed assets 15,654 720 15,654 Gain (loss) from disposal of intangible assets (855) 6,974 (855) 14,799 7,694 14,799 - 75 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 53. Income Tax Expenses Six months ended June 30 2021 2020 Current year 204,125 211,779 Deferred tax expenses (income) (120,112) 17,038 Adjustments for previous years, net (32,931) 15,383 51,081 244,198 (1) Reconciliation between income tax expense and accounting profit is as follows: Six months ended June 30 2021 2020 Profit before taxes 420,314 445,547 Statutory tax in china 25% 25% Tax calculated according to statutory tax in china 105,079 112,212 Tax benefits from Approved Enterprises (48,293) ) 22,109( Difference between measurement basis of income for financial statement and for tax purposes (5,629) 125,291 Taxable income and temporary differences at other tax rate (32,963) ) 41,514( Taxes in respect of prior years (32,931) 15,252 Utilization of tax losses prior years for which deferred taxes were not created - ) 001( Temporary differences and losses in the report year for which deferred taxes were not created 9,293 22,294 Non-deductible expenses and other differences 22,144 12,994 Neutralization of tax calculated in respect of the Company’s share in results of equity accounted investees (1,051) )2,559( Effect of change in tax rate in respect of deferred taxes 15,399 15,425 Creation and reversal of deferred taxes for tax losses and temporary differences from previous years 20,033 )8,555( Income tax expenses 51,081 244,198 54. Other comprehensive income Details of the Other comprehensive income are set out in Note V.39 - 76 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 55. Notes to items in the cash flow statements (1) Cash received relating to other operating activities Six months ended June 30 2021 2020 Derivatives transactions 19,943 404,824 Financial institutions 265,280 126,770 Interest income 24,203 26,314 Government subsidies 10,922 6,236 Others 43,060 66,371 363,408 630,515 (2) Cash paid relating to other operating activities Six months ended June 30 2021 2020 Transportation, Commissions and Warehouse 507,772 389,972 Advertising and sales promotion 146,744 145,267 Professional services 117,566 134,480 Financial institutions 211,211 136,897 IT and Communication 87,785 94,321 Registration and Field trials 79,988 81,576 Derivatives transactions 168,475 90,297 Travel 35,094 51,360 Insurance 41,736 36,663 Others 267,722 297,735 Net cash flow from operating activities 1,664,093 1,458,568 (3) Cash received relating to other investing activities Six months ended June 30 2021 2020 Investment grant 6,754 - 6,754 - (4) Cash paid relating to other investing activities Six months ended June 30 2021 2020 Increase in securitization facility - 31,483 Incraese in short and long term investments 85,108 15,357 85,108 46,840 - 77 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 55. Notes to items in the cash flow statements - (cont'd) (5) Cash received from other financing activities Six months ended June 30 2021 2020 Cash received in respect of hedging transactions on debentures 396,096 - Deposit for issuing bills payables 16,212 4,449 412,308 4,449 (6) Cash paid relating to other financing activities Six months ended June 30 2021 2020 Repayment of lease liability 85,595 81,915 Payment in respect of hedging transactions on debentures - 154,335 Repayment of loan from others 171,770 - Deposit for issuing bills payable 5,986 13,036 263,351 249,286 56. Supplementary Information on Cash Flow Statement (1) Supplementary information on Cash Flow Statement a. Reconciliation of net profit to cash flows from operating activities: Six months ended June 30 2021 2020 Net profit 369,233 204,649 Add: Impairment provisions for assets 29,403 25,376 Credit impairment gain (10,051) (5,589) Depreciation of fixed assets and investment property 365,261 391,110 Depreciation of right-of-use asset 79,685 78,568 Amortization of intangible asset 502,745 673,105 Gains on disposal of fixed assets, intangible assets, and other long-term assets, net (14,799) (7,694) Losses (gains) from changes in fair value 664,582 (265,510) Financial expenses 340,716 245,591 Investment income, net (34,729) (245,248) Increase in deferred tax assets (159,673) (43,845) Increase in deferred tax liabilities 39,560 60,881 Increase in inventories, net (748,037) (717,127) Increase in operating receivables (1,049,194) (701,359) Increase in operating payables 1,069,229 1,525,228 Others 47,362 16,395 Net cash flow from operating activities 1,491,293 1,234,531 - 78 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 56. Supplementary Information on Cash Flow Statement - (cont'd) b. Net increase (decrease) in cash and cash equivalents Six months ended June 30 2021 2020 Closing balance of cash 4,615,208 6,256,107 Less: Opening balance of cash 3,835,071 4,319,907 Increase in cash and cash equivalents 780,137 1,936,200 (2) Information on acquisition or disposal of subsidiaries and other business units Six months ended June 30 2021 Cash paid for business combination not under common control 697,909 Less: cash and cash equivalents of the acquirees at the date of acquisition (42,870) Net cash paid to acquire subsidiaries 655,039 (3) Details of cash and cash equivalents June 30 January 1 2021 2021 Cash on hand 1,598 4,590 Bank deposits available on demand without restrictions 4,613,610 3,830,481 4,615,208 3,835,071 57. Assets with Restricted Ownership or Right of Use June 30 2021 Reason Cash 18,232 Pledged Other non-current assets 108,660 Guarantees 126,892 - 79 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 58. Foreign currencies denominated items (1) Foreign currencies denominated items As at June 30, 2021 Foreign currency at the end of the RMB at the end of period Exchange rate the period Cash and bank balances BRL 350,009 1.2915 452,020 USD 46,718 6.4601 301,801 EUR 28,881 7.6784 221,762 PLN 128,520 1.6985 218,287 ILS 80,724 1.9816 159,965 ZAR 133,888 0.4503 60,286 GBP 6,548 8.9524 58,619 ARS 371,489 0.0675 25,072 Other 254,007 Total 1,751,819 Bills and Accounts receivable BRL 1,253,654 1.2915 1,619,034 EUR 125,571 7.6784 964,183 RON 220,340 1.5595 343,613 TRY 386,911 0.7421 287,126 USD 44,018 6.4601 284,361 HUF 8,064,722 0.0218 175,986 CAD 22,167 5.2101 115,494 ILS 75,368 1.9816 149,351 RUB 1,278,240 0.0893 114,098 ZAR 193,615 0.4503 87,179 GBP 7,576 8.9524 67,825 Other 436,021 Total 4,644,271 Other receivables EUR 46,041 7.6784 353,525 ILS 98,628 1.9816 195,444 GBP 11,406 8.9524 102,108 Other 125,983 Total 777,060 Other current assets ILS 96,153 1.9816 190,541 BRL 85,017 1.2915 109,796 ARS 404,991 0.0675 27,333 EUR 3,174 7.6784 24,374 USD 2,963 6.4601 19,141 Other 70,452 Total 441,637 - 80 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 58. Foreign currencies denominated items - (cont'd) (1) Foreign currencies denominated items - (cont'd) As at June 30, 2021 Foreign currency at the end of the RMB at the end of period Exchange rate the period Long-term receivables BRL 76,193 1.2915 98,400 Total 98,400 Other non-current assets BRL 67,795 1.2915 87,554 Other 3,728 Total 91,282 Short-term loans TRY 203,536 0.7421 151,044 UAH 391,013 0.2377 92,948 EUR 653 7.6784 5,013 Other 17,842 Total 266,847 Bills and Accounts payable ILS 322,602 1.9816 639,279 EUR 23,718 7.6784 182,120 BRL 114,950 1.2915 148,453 USD 9,668 6.4601 62,457 Other 138,100 Total 1,170,409 Other payables ILS 102,637 1.9816 203,390 BRL 42,153 1.2915 54,439 PLN 24,152 1.6985 41,022 ILS CPI 18,149 1.9816 35,965 OTHER 42,354 TOTAL 377,170 Contract liabilities EUR 49,527 7.6784 380,287 CAD 20,448 5.2101 106,534 BRL 60,142 1.2915 77,670 TRY 50,891 0.7421 37,766 Other 82,850 Total 685,107 - 81 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 58. Foreign currencies denominated items - (cont'd) (1) Foreign currencies denominated items - (cont'd) As at June 30, 2021 Foreign currency at RMB at the end of the end of the period Exchange rate the period Non-current liabilities due within one year ILS CPI 288,883 1.9816 572,461 EUR 24,429 7.6784 187,575 Other 21,313 Total 781,349 Other current liabilities EUR 3,198 7.6784 24,555 ILS 4,169 1.9816 8,262 Other 730 Total 33,547 Long-term loan EUR 33,659 7.6784 258,449 Total 258,449 Debentures payable ILS CPI 4,034,911 1.9816 7,995,724 Total 7,995,724 Provision and Long-term payables BRL 50,017 1.2915 64,595 EUR 374 7.6784 2,874 Total 67,469 Other non-current liabilities USD 11,784 6.4601 76,126 EUR 7,599 7.6784 58,349 ILS CPI 18,840 1.9816 37,334 GBP 1,055 8.9524 9,445 Other 38,178 Total 219,432 - 82 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements V. Notes to the consolidated financial statements - (cont'd) 58. Foreign currencies denominated items - (cont'd) (2) Major foreign operations Registration & Principal place of Functional Name of the Subsidiary business Business nature currency ADAMA France S.A.S France Distribution USD ADAMA Brasil S/A Brazil Manufacturing; Distribution; USD Registration ADAMA Deutschland GmbH Germany Distribution; Registration USD ADAMA India Private Ltd. India Manufacturing INR Distribution; Registration Makhteshim Agan of North United States Manufacturing; Distribution; USD America Inc. Registration Control Solutions Inc. United States Manufacturing; Distribution; USD Registration ADAMA Agan Ltd. Israel Manufacturing; Distribution; USD Registration ADAMA Makhteshim Ltd. Israel Manufacturing; Distribution; USD Registration ADAMA Australia Pty Australia Distribution AUD Limited ADAMA Italia SRL Italy Distribution USD ADAMA Northern Netherlands Distribution USD Europe B.V. Alligare LLC United States Manufacturing; Distribution; USD Registration The functional currency of the subsidiaries above is the main currency that represent the principal economic environment. - 83 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VI. Change in consolidation Scope 1. Business combinations involving enterprises not under common control (1) Business combinations involving enterprises not under common control during current period Cost of equity From acquisition date Name of investment – Proportion Basis of till period end the Acquisition cash of equity Acquisition acquisition date Net Revenue Company date consideration investment method determination profit Adama 1.6.2021 664,000 51% Stock Obtained control 108,691 364 Huifeng purchase (Jiangsu) Co. Ltd. (2) Acquisition cost and goodwill Adama Huifeng (Jiangsu) Co. Acquisition costs Ltd. Total acquisition cost in cash 664,000 Contingent consideration 13,140 Put option 826,730 Other 254,000 Less: share of the fair value of the identifiable net assets acquired 1,723,861 Goodwill 34,009 In June 2021, the Company acquired a 51% stake in ADAMA Huifeng (Jiangsu) Co., Ltd (hereinafter – "ADAMA Huifeng"), a wholly owned subsidiary of Jiangsu Huifeng Bio Agriculture Co., Ltd (hereinafter – "Jiangsu Huifeng"). ADAMA Huifeng was established to incorporate Jiangsu Huifeng's key crop protection synthesis and formulation facilities. This acquisition follows the acquisition of a 51% stake in Adama Huifeng (Shanghai) Agricultural Technology Co. Ltd, a wholly owned subsidiary of Jiangsu Huifeng focused on the sale and distribution of key formulated crop protection products in China, which took place on December 31st , 2020. ADAMA Huifeng was purchased for a total cash consideration of approximately RMB 918 million RMB (including RMB 254 million RMB held back to secure the post-Cacquisition closing obligations of Jiangsu Huifeng). As of June 1st, 2021 (hereinafter: “date of the business combination”), cControl has been achieved acquired over ADAMA Huifeng as of June 1st, 2021 (hereinafter: “date of the business combination”), and from this date forward, the Group consolidates ADAMA Huifeng's results in its consolidated financial statements. The initial accounting treatment for the acquisition of the operations, as presented in these financial statements, is accounted for using "provisional amounts" (as this term is defined in ASBE 20 Business combination). Until the date of approval of the financial statements, the Group has not yet completed the initial treatment of Huifeng and Adama Huifeng (Shanghai) Agricultural Technology Co. Ltd business combination, including the estimation of the fair value of the acquired assets and the goodwill. Therefore, the fair value data is still provisional, based on the information available to the company's management at the time of the acquisition, and may be subject to changes affecting the data as included in these financial statements. - 84 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VI. Change in consolidation Scope - (cont'd) 1. Business combinations involving enterprises not under common control - (cont'd) (3) Identifiable assets and liabilities of the acquiree, at acquisition date Adama Huifeng (Jiangsu) Co. Ltd. Fair value at Book value at acquisition date acquisition date Assets: Cash and bank balances 42,870 42,870 Bills and Accounts receivable 102,679 102,679 Prepayments 10,221 10,221 Inventories 332,473 332,473 Fixed assets 1,177,886 1,177,886 Intangible assets 131,192 131,192 Deferred tax assets 18,929 18,929 Other assets 101,229 101,229 Liabilities: Bills and Accounts payable 179,461 179,461 Employee benefits payable 11,198 11,198 Deferred tax liabilities - - Other Liabilities 2,959 2,959 Net assets 1,723,861 1,723,861 Less: Non-controlling interests - - Net assets acquired 1,723,861 1,723,861 - 85 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VII. Interest in Other Entities 1. Interests in subsidiaries Composition of the largest subsidiaries of the Group in respect of assets and operating income Registration & Method of Principal place of obtaining the Name of the Subsidiary business Business nature Direct Indirect subsidiary ADAMA France S.A.S FRA NCE Distribution 100% Established ADAMA Brasil S/A BRAZIL Manufacturing; Distribution; 100% Purchased Registration ADAMA Deutschland Gmb H GERMANY Distribution; Reg istration; 100% Established ADAMA India Private Ltd. INDIA Manufacturing; 100% Established Distribution; Reg istration Makhteshim Agan of North A merica UNITED STATES Manufacturing; Distribution; 100% Established Inc. Registration Control So lutions Inc. UNITED STATES Manufacturing; Distribution; 67% Purchased Registration ADAMA Agan Ltd. ISRA EL Manufacturing; Distribution; 100% Restructure Registration ADAMA Makhteshim Ltd. ISRA EL Manufacturing; Distribution; 100% Restructure Registration ADAMA Australia Pty Limited AUSTRALIA Distribution 100% Purchased ADAM Italia SRL ITALY Distribution 100% Established ADAMA Northern Europe B.V. NETHERLANDS Distribution 55% Purchased Manufacturing; Distribution; Alligare LLC UNITED STATES 100% Purchased Registration Adama Anpon (Jiangsu) Ltd. CHINA Manufacturing; Distribution 100% Purchased 2. Interests in joint ventures or associates June 30 December 31 2021 2020 Joint ventures 15,847 14,081 Associates - - 15,847 14,081 3. Summarized financial information of joint ventures and associates June 30, 2021 and six June 30, 2020 and six months then ended months then ended Joint ventures: Total carrying amount 15,847 93,419 The Group's share of the following items: Net profit 3,244 14,392 Other comprehensive income 239 (2,427) Total comprehensive income 3,483 11,965 Associates: Total carrying amount - 41,001 The Group's share of the following items: Net profit - - Other comprehensive income - 595 Total comprehensive income - 595 - 86 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments A. General The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risks and market risks (including currency risk, interest risk and other price risk). In order to reduce the exposure to these risks, the Group uses financial derivatives instruments, including forward transactions and options (hereinafter - “derivatives”). Transactions in derivatives are undertaken with major financial institutions, and therefore, in the opinion of Group Management the credit risk in respect thereof is low. This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes regarding the measurement and management of the risk. Additional quantitative disclosure is included throughout the consolidated financial statements. The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group's risk management policy. The Finance Committee is responsible for establishing and monitoring the Group's actual risk management policy. The Chief Financial Officer reports to the Finance Committee on a regular basis regarding these risks. The Group’s risk management policy, established to identify and analyze the risks facing the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The policy and methods for managing the risks are reviewed regularly, in order to reflect changes in market conditions and the Group's activities. The Group, through training, and management standards and procedures, aims to develop a disciplined and constructive control environment in which all the employees understand their roles and obligations. B. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and derives mainly from trade receivables and other receivables as well as from cash and deposits in financial institutions. Accounts and other receivables The Group’s revenues are derived from a large number of widely dispersed customers in many countries. Customers include multi-national companies and manufacturing companies, as well as distributors, agriculturists, agents and agrochemical manufacturers who purchase the products either as finished goods or as intermediate products for their own requirements. The Company entered into an agreement for the sale of trade receivables in a securitization transaction, for details see note V.5.e. In April 2021, a two-years agreement with an international insurance company was renewed. The amount of the insurance coverage was fixed at $150 million cumulative per year. The indemnification is limited to about 90% of the debt. The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer, and by the demographic characterization of the customer’s base, including the risk of insolvency of the industry and geographic region in which the customer operates. No single customer accounted for greater than 5% of total accounts receivable. - 87 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) B. Credit risk - (cont’d) The Company management has prescribed a credit policy, whereby the Company performs current ongoin g credit evaluations of existing and new customers, and every new customer is examined thoroughly regardin g the quality of his credit, before offering him the Group’s customary shipping and payment terms. The examination made by the Group includes an outside credit rating, if any, and in many cases, receipt of documents from an insurance company. A credit limit is prescribed for each customer, outstanding amount of the accounts receivable balance. These limits are examined annually. Customers that do not meet the Group’s criteria for credit quality may do business with the Group on the basis of a prepayment or against furnishing of appropriate collateral. Most of the Group’s customers have been doing business with it for many years. In monitoring customer credit risk, the customers were grouped according to a characterization of their credit, based on geographica l location, industry, aging of receivables, maturity, and existence of past financial difficulties. Customers defined as “high risk” are classified to the restricted customer list and are supervised by management. In certain countries, mainly, Brazil, customers are required to provide property collaterals (such as agricultura l lands and equipment) against execution of the sales, the value of which is examined on a current ongoin g basis by the Company. In these countries, in a case of expected credit risk, the Company records a provision for the amount of the debt less the value of the collaterals provided and acts to realize the collaterals. The Group closely monitors the economic situation in Eastern Europe and South America on an ongoin g basis. As a result of the Covid-19 pandemic, the Group also closely monitors the economic situation worldwide. Where necessary, the Group operates to limit its exposure to customers. The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk of account receivables, Other receivables and investments on a lifetime expected credit loss basis. See also notes Ⅲ.10 – Financial instruments and Ⅲ.11 – Receivables. Cash and deposits in banks The Company holds cash and deposits in banks with a high credit rating. These banks are also required to comply with capital adequacy or maintain a level of security based on different situations. Guarantees The Company’s policy is to provide financial guarantees only to investee companies. Aging of receivables and expected credit risk Presented below is the aging of the past due trade receivables: June 30, 2021 Past due by less than 90 days 527,612 Past due by more than 90 days 672,583 1,200,195 - 88 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) B. Credit risk - (cont’d) The company measure the provision for credit losses on a collective group basis, where receivables share similar credit risk characteristics based on geographical locations. The examination for expected credit losses is performed using model including aging analysis and historical loss experiences, and adjusted by the observable factors reflecting current and expected future economic conditions. When credit risk on a receivable has increased significantly since initial recognition, the group records specific provision or general provision which is determined for groups of similar assets in countries in which there are large number of customers with immaterial balances. The Group has credit risk exposures for accounts receivables amounted to RMB 9,098,035 thousand relate to category of "Lifetime expected credit losses (credit losses has not occurred)" and amounted to RMB 536,418 thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The Group has credit risk exposures for other receivables amounted to RMB 16,021 thousand related to category of "Lifetime expected credit losses (credit losses occurred)". The credit risk exposures for all remaining balance of financial assets at amortised cost and financial assets at FVTOCI are related to "12-month expected credit losses". C. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when they come due. The Group's approach to managing its liquidity risk is to assure, to the extent possible, an adequate degree of liquidity for meeting its obligations timely, under ordinary conditions and under pressure conditions, without sustaining unwanted losses or hurting its reputation. The cash-flow forecast is determined both at the level of the various entities as well as of the consolidated level. The Company examines the current forecasts of its liquidity requirements in order to ascertain that there is sufficient cash for the operating needs, including the amounts required in order to comply with the financial liabilities, while taking strict care that at all times there will be unused credit frameworks so that the Company will not exceed the credit frameworks granted to it and the financial covenants with which it is required to comply with. These forecasts take into consideration matters such as the Company’s plans to use debt for financing its activities, compliance with required financial covenants, compliance with certain liquidity ratios and compliance with external requirements such as laws or regulation. The surplus cash held by the Group subsidiaries, which is not required for financing the current ongoin g operations, is invested in short-term interest-bearing investment channels. - 89 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) C. Liquidity risk - (cont’d) (1) Presented belo w are the contractual maturities of the financial liabilities at undiscounted amounts, including estimated interest payments: As at June 30, 2021 Third- Fifth year Contractual Carrying First year Second year Fourth year and above Cash flow amount Non-derivative financial liabilities Short-term loans 1,228,852 - - - 1,228,852 1,209,421 Bills payables 198,428 - - - 198,428 198,428 Accounts payables 5,184,480 - - - 5,184,480 5,184,480 Other payables 1,562,623 - - - 1,562,623 1,562,623 Other current liabilities 85,700 - - - 85,700 85,700 Debentures payable 919,886 928,471 1,774,822 8,349,492 11,972,671 8,528,773 Long-term loans 1,182,370 825,806 1,533,310 1,181,959 4,723,445 4,336,518 Long-term payables 3,170 8,616 16,967 86,383 115,136 99,815 Lease Liabilities 161,457 112,354 127,245 235,865 636,921 541,275 Long-term liability in respect of business combinations - 969 2,471 34,133 37,573 10,424 Other non-current liabilities - 40,285 252,585 1,049,525 2,251,285 1,215,492 Derivative financial liabilities Foreign currency derivatives 798,931 - - - 798,931 798,931 CPI/shekel forward transactions 784 - - - 784 784 11,326,681 1,923,584 3,738,680 11,820,880 25,828,812 22,509,805 D. Market risks Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates and prices of capital instruments, will affect the Group’s revenues or the value of its holdings in its financial instruments. The objective of market risk management is to manage and monitor the exposure to market risks within acceptable parameters, while optimizing the return. During the ordinary course of business, the Group purchases and sells derivatives and assumes financial liabilities for the purpose of managing market risks. (1) CPI and foreign currency risks Currency risk The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in currencies that differ from the Group’s functional currency. The main exposure is in Euro, Brazilian real, USD and in NIS. In addition, there are smaller exposures to various currencies such as the British pound, Polish zloty, Australian dollar, Indian rupee, Argentine peso, Canadian dollar, South African Rand, Ukraine Hryunia, the Turkish lira and Chinese Yuan Renminbi. The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedge the cash flows risk, which derive from existing monetary assets and liabilities and anticipated sales and purchases, which may be affected by exchange rate fluctuations. - 90 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (1) CPI and foreign currency risks - (cont’d) The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the subsequent year. Likewise, the Group hedges most of its monetary assets and liabilities denominated in a non- U.S. dollar currency. The Group uses foreign currency derivatives to hedge its currency risk, mostly with maturity dates of less than one year from the reporting date. Solutions debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well as changes in the NIS exchange rate, could cause significant exposure with respect to the subsidiary functiona l currency – the U.S. dollar. As of the approval date of the financial statements, the subsidiary had hedged most of its exposure deriving from issuance of the debentures, in options and forward contracts. (A) The Group’s exposure to NIS-CPI and foreign currency risk, except in respect of derivative financial instruments is as follows: June 30, 2021 Total assets Total liabilities In US Dollar 1,220,285 558,489 In Euro 1,010,024 1,292,291 In Brazilian real 2,258,022 251,220 CPI-linked NIS 1,195 5,822,212 In New Israeli Shekel 895,221 501,850 Denominated in or linked to other foreign currency 4,490,920 980,550 12,528,225 12,021,504 (B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows: June 30, 2021 Currency/ Currency/ Average USD RMB linkage linkage expiration thousands thousands receivable payable date Par value Par value Fair value Forward foreign currency USD EUR 2211112221 229,814 1,484,622 )185,762( Contracts and call options USD PLN 2112512221 17,950 115,960 )2,632( USD BRL 1012912221 440,092 2,843,037 )304,481( USD GBP 2112012221 39,154 252,936 197 USD ZAR 1012512221 30,422 196,528 )7,830( ILS USD 1912012221 1,595,647 10,308,039 )21,344( USD OTHER 1,495,697 9,662,350 40,621 CPI forward contracts CPI ILS 2012112222 774,540 5,003,605 58,256 - 91 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (1) CPI and foreign currency risks - (cont’d) (C) Sensitivity analysis The appreciation or depreciation of the Dollar against the following currencies as of December 31, 2020 and the increase or decrease in the CPI would increase (decrease) the equity and profit or loss by the amounts presented below. This analysis assumes that all the remaining variables, among others interest rates, remains constant. June 30, 2021 Decrease of 5% Increase of 5% Equity Profit (loss) Equity Profit (loss) New Israeli shekel 96,283 69,176 (41,178) (16,956) British pound (1,059) 1,729 1,112 (1,464) Euro (29,229) 16,828 32,953 (15,950) Brazilian real (54,973) 3,880 39,582 (13,504) Polish zloty (1,557) 199 1,530 (60) South African Rand (3,785) (553) 2,786 (141) Chinese Yuan Renminbi 19,859 (814) (10,975) 2,426 CPI-linked NIS 316,824 316,824 (316,824) (316,824) (2) Interest rate risks The Group has exposure to changes in the variable interest rate. The Group has different assets and liabilities in different countries which bear interest according to the economic environment in each country. Most of the loans, other than the debentures, bear Dollar and Euro Libor interest. As a result, most of the variable interest exposure of those loans is to the Libor interest. Due to market conditions, the variable interest rates on cash are relatively low. The Company prepares a quarterly summary of exposure to a change in the Libor interest rate. As at the approval date of the financial statements, the Company had not hedged this exposure. - 92 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements VIII. Risk Related to Financial Instruments - (cont’d) D. Market risks - (cont’d) (2) Interest rate risks - (cont’d) (A) Type of interest The interest rate profile of the Group’s interest-bearing financial instruments was as follows: June 30, 2021 Fixed-rate instruments – unlinked to the CPI Financial assets Cash at banks 591 Other non-current assets 45,025 Financial liabilities Long-term loans 2,851,814 Long-term payables 21,990 (2,626,982) Fixed-rate instruments – linked to the CPI Financial liabilities Debentures payable (1) 8,528,773 Variable-rate instruments Financial assets Cash at banks 1,033,900 Financial assets at fair value through profit or loss 2,494 Other current assets 52,280 Other non-current assets 24,006 Financial liabilities Short-term loans and credit from banks 1,209,421 Long-term loans (1) 1,684,904 Long-term payables 72,579 (1,826,237) (1) Including current maturities. (B) Sensitivity analysis of cash flows regarding variable-interest instruments A change of 5% in the interest rates on the reporting date would increase or reduce equity and profit or loss by the amounts presented below. This analysis assumes that all the remaining variables, among others exchange rates, remained fixed. Profit or loss Equity Increase in Decrease in Increase in Decrease in interest interest interest interest As at June 30, 2021 1,915 (1,931) 1,915 (1,931) 93 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IX. Fair Value The fair value of forward contracts on foreign currency is based on their listed market price, if available. In the absence of market prices, the fair value is estimated based on the discounted difference between the stated forward price in the contract and the current forward price for the residual period until redemption, using an appropriate interest rate. The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluated through discounting future cash flow estimates, based on the conditions and duration to maturity of each contract, using the market interest rates of a similar instrument at the measurement date and in accordance with the Black & Scholes model. 1. Financial instruments measured at fair value for disclosure purposes only The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills and accounts receivable, receivables financing, other receivables, derivatives financial assets, short-term loans, bills and accounts payable and other payable, are the same or proximate to their fair value. The following table details the carrying amount in the books and the fair value of groups of non -current financial instruments presented in the financial statements not in accordance with their fair values: June 30, 2021 Carrying amount Fair value Financial assets Other non-current assets (a – Level 2) 66,642 63,341 Financial liabilities Long-term loans and others (b – Level 2) 4,982,221 5,055,222 Debentures (c – Level 1) 8,528,773 11,395,230 a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptable interest rate for similar investment having similar characteristics (Level 2). b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptable interest rate for similar loans having similar characteristics (Level 2). c) The fair value of the debentures is based on stock exchange quotes (Level 1). 2. The interest rates used in determining fair value The interest rates used to discount the estimate of anticipated cash flows are: June 30, 2021 % U.S. dollar interest (1.16) – 1.82 Chinese Yuan Renminbi 2.06 – 3.07 Euro (0.65) – (0.07) 94 ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements IX. Fair Value - (cont’d) 3. Fair value hierarchy of financial instruments measured at fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The table below presents an analysis of financial instruments measured at fair value. The various levels have been defined as follows: Level 1: quoted prices (unadjusted) in active market for identical instrument. Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: inputs that are not based on observable market data (unobservable inputs). The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputs and therefore are concurrent with the definition of level 2. June 30 2021 Forward contracts and options used for hedging the cash flow (Level 2) (106,779) Forward contracts and options used for economic hedging (Level 2) (316,196) Other equity investment (Level 2) 151,537 Receivables financing (Level 2) 99,066 Other non-current assets (Level 2) 38,186 Other (Level 2) 2,494 Financial Instrument Fair value Fair value measured on the basis of discounting the difference between the stated forward price in the contract and the current forward price for the Forward contracts residual period until redemption using an appropriate interest rates. Foreign currency options The fair value is measured based on the Black&Scholes model. No transfer between any levels of the fair value hierarchy in the reporting period. No change in the valuation techniques in the reporting period. - 95 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions 1. Information on parent Company Company Registered Registered capital Shareholding Percentage name place Business nature (Thousand RMB) percentage of voting rights Production and sales of agrochemicals, Syngenta Shanghai, fertilizers and GM Group China seeds 11,144,545 73.33% 73.33% The Company’s ultimate controlling shareholder is ChemChina. 2. Information on the largest subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VII.1. 3. Information on largest joint ventures and associates of the Company For information about the joint ventures and associates of the Company, refer to Note V.12. Other joint ventures and associates that have related party transactions with the Group during this period or the previous periods are as follows: Name of entity Relationship with the Company Innovaroma SA Joint venture of the Group - 96 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 4. Information on other related parties Name of other related parties Related party relationship Bluestar Engineering co.,Ltd . Common control Bluestar (Beijing) Chemical Machinery Co.,Ltd Common control Changsha Huaxing Construction Supervision Co., Ltd. Common control ChemChina Asset Management co.,Ltd .(Headquarter) Common control ChemChina Information Center co.,Ltd . Common control China Bluestar Chengrand Research Institute Chemical Industry Common control Elkem Silicones Brasil Ltda Common control Hangzhou (Torch) Xidoumen Membrane Industry co.,Ltd Common control Jiangsu Ruixiang Chemical co., Ltd . Common control Jiangsu Youjia Plant Protection Co., Ltd. Common control Jiangsu Youshi Chemical co., Ltd . Common control Jiangsu Huaihe Chemical co.,Ltd .(H&H) Common control Jingzhou Sanonda Holdings Co.,Ltd. Common control Jiangsu Yangnong Chemical Co.,Ltd. Common control OOO Syngenta Common control PT Syngenta Indonesia Common control PT Syngenta Seed Indonesia Common control Shandong Dacheng Biochemical Co., Ltd. Common control Sinochem (Hainan) Crop Technology Co. Ltd Common control Sinochem Agricultural Ecological Technology (Hubei) Co. Ltd Common control Sinochem Agriculture (Xinjiang) Biotechnology Co. Ltd Common control Sinochem Agro Co.,Ltd. Common control Sinochem Chongqing Fuling Chemical Co. Ltd Common control Sinochem Fertilizer Co., Ltd Common control Sinochem Fertilizer Co., Ltd Fujian Branch Common control Sinochem Fertilizer Co., Ltd Guangxi Branch Common control Sinochem Fertilizer Co., Ltd Hebei Branch Common control Sinochem Fertilizer Co., Ltd Jiangsu Branch Common control Sinochem Fertilizer Co., Ltd Jilin Branch Common control Sinochem Fertilizer Co., Ltd Nothwest Branch Common control Sinochem Fertilizer Co., Ltd Shandong Branch Common control Sinochem Fertilizer Co., Ltd Southwest Branch Common control Sinochem International Crop Care (Overseas) Pte. Ltd. Common control Sinochem Modern Agriculture Anhui Co. Ltd Common control Sinochem Modern Agriculture Sichuan Co. Ltd Common control - 97 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 4. Information on other related parties - (cont’d) Name of other related parties Related party relationship Sinochem Modern Agriculture Xinjiang Co. Ltd Common control Sinochem Modern Agriculture(Jiangsu) Co. Ltd Common control Sinochem Modern Agriculture(Shandong) Co. Ltd Common control Sinochem Modern Agriculture(Shanxi) Co. Ltd Common control Syngenta AG Common control Syngenta Agro AG Common control Syngenta Agro GmbH Common control Syngenta Agro S.A. Common control Syngenta Agro SRL Common control Syngenta Agro,S.A.deC.V. Common control Syngenta AustraliaPty Limited Common control Syngenta Canada Inc. Common control Syngenta Coml Agr Ltda Common control Syngenta Crop Protection AG Common control Syngenta Crop Protection B.V. Common control Syngenta Crop Protection Limited Common control Syngenta Crop Protection S.A. Common control Syngenta Crop Protection, LLC Common control Syngenta Czech s.r.o. Common control Syngenta France S.A.S. Common control Syngenta Hellas AEBE Common control Syngenta Hungary Kft. Common control Syngenta India Limited Common control Syngenta Italia S.p.A Common control Syngenta Korea Ltd. Common control Syngenta Limited Liability Company Common control Syngenta Polska Sp.z.o.o. Common control Syngenta Protecao Cultivos Ltda Common control Syngenta S.A.(Colombia) Common control Syngenta Slovakia s.r.o Common control Syngenta South Africa (Pty) Ltd. Common control Syngenta (China) Investment Co.Ltd Common control Syngenta Espana S.A Common control Syngenta Tarim Sanayive Ticaret A.S. Common control Zhonglan International Chemical co.,Ltd Common control Zhonglan Lianhai Design Institute co.,Ltd. Common control Zhonglan Lianhai (Shanghai) Chemical Engineering Technology Co.,Ltd. Common control Zhonglan Chenguang Chemical Co., Ltd Common control - 98 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements 5. Transactions and balances with related parties (1) Transactions with related parties Six months ended June 30 Type of purchase Related Party Relationship 2021 2020 Summary of purchase of goods/services: Purchase of goods/services received Common control under ChemChina 875,206 618,225 Joint venture - 1,891 Purchase of fixed assets and other assets Common control under 42,917 163,931 ChemChina Summary of Sales of goods: Sale of goods/ Service rendered Common control under 550,260 ChemChina 408,470 Joint venture 45,515 96,378 (2) Guarantee The Group as the guarantee receiver Amount of Inception date Maturity date Guaranty Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N) Parent company 300,000 21/04/2021 20/04/2028 N 73,200 01/06/2021 31/05/2028 N (3) Remuneration of key management personnel and directors Periods ended June 30 2021 2020 Remuneration of key management personnel and directors 34,203 22,043 (4) Receivables from and payables to related parties (including loans) Receivable Items June 30 December 31 2021 2020 Expected Expected Book credit Book credit Items Related Party Relationship Balance losses Balance losses Trade receivables Common control under 144,295 - 155,252 - ChemChina Joint venture 29,484 - 21,630 - Associates - - 327 - Other receivables Common control under 501 - 681 - ChemChina Prepayments Common control under 17,879 - 17,065 - ChemChina Associates - - 350 - - 99 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements X. Related parties and related party transactions - (cont’d) 5. Transactions and balances with related parties - (cont'd) (4) Receivables from and payables to related parties (including loans) - (cont'd) Payable Items June 30 December 31 Items Related Party Relationship 2021 2020 Trade payables Common control under 490,713 357,148 ChemChina Associates - 15,907 Other payables Common control under 36,520 19,354 ChemChina Contract liability Common control under - 2,355 ChemChina Associates - 340 Other non-current Common control under liabilities due within ChemChina - 28,000 one year Other non-current Common control under - 143,770 liabilities* ChemChina * The liability is a loan from a related party, the interest expense for the six months ended June 30, 2021 is 2,865 thousand RMB (six months ended June 30, 2020: 1,048 thousand RMB). (5) Other related party transactions The closing balance of bank deposit in ChemChina Finance Corporation was 397,910 thousand RMB (21112.20: 370,141 thousand RMB) Interest income of bank deposit for the current period was 810 thousand RMB (amount for six months ended June 30, 2020 is 670 thousand RMB). The closing balance of a loan received from ChemChina Finance corporation was 100,000 thousand RMB (21112122: 2 thousand RMB). Interest expenses in the current period was 1,471 thousand RMB (amount for six months ended June 30, 2021 is 370 thousand RMB). - 100 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XI. Commitments and contingencies 1. Significant commitments June 30 December 31 2021 2020 Investment in Fixed assets 590,714 571,367 2. Commitments and Contingent Liabilities On December 10, 2018 the 9th meeting of the 8th session of the Board of Directors of the Company approved the extension of the engagement in annual liability insurance policies for directors, supervisors and senior officers of the Company (“D&O Liability Insurance) as originally approved by the 22nd meeting of the 7th session of Board of Directors and the 4th Interim Shareholders Meeting in 2017, and authorized the management to annually deal with all matters relating to renewal/extension of the customary D&O Liability Insurance policies, with up to 20% flexibility in the relevant terms of the original policy. On December 26, 2018 the 3rd Interim Shareholders Meeting approved the above resolution. The current D&O Liability Insurance was renewed for an additional one-year term commencing November 15, 2020. Environmental protection The manufacturing processes of the Company and the products it produces and market, entail environmental risks that impact the environment. The Company invests substantial resources in order to comply with the applicable environmental laws and attempts to prevent or minimize the environmental risks that could occur as a result of its activities. To the best of the Company’s knowledge, at the balance sheet date, there are no material environmental issues relating to the Company, there are no material administrative penalties or investigations related to environment, health and safety imposed or initiated by regulatory authorities, and none of the material permits and licenses regarding environmental issues required for the Company’s day to day operations have been revoked. Other Two of the Company’s production sites, Jingzhou old site in Jingzhou, Hubei Province and Anpon old site in Huai’An, Jiangsu Province (hereinafter the “Sites”) are in the process of relocating to new sites. As part of the relocation process, the Company and its subsidiary, Anpon, began to execute a reduction plan to reduce the number of employees. Claims against subsidiaries In the ordinary course of business, legal claims are filed against subsidiaries, including claims for patent infringement. The Company, inter alia like other companies operating in the crop protection market, is exposed to class actions for large amounts, which it must defend against while incurring considerable costs, even if these claims have no basis. In the opinion of the Company’s management, which is based, inter alia, on opinions of its legal advisors regarding the prospects of the proceedings, the financial statements include adequate provisions where necessary to cover the exposure resulting from the claims. - 101 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XI. Commitments and contingencies - (cont’d) 2. Commitments and Contingent Liabilities - (cont’d) Claims against subsidiaries (cont’d) Various immaterial claims have been filed against Group companies in courts throughout the world, in immaterial amounts, for causes of action involving mainly employee-employer relations and various civil claims, for which the Company did not record a provision in the financial statements. Furthermore, claims were filed against the Company for product liability damages, for which the Company has adequate insurance coverage, such that the Company’s exposure in respect thereof is limited to the deductible amount or the amount thereof does not exceed the deductible amount. In June 2021, a lawsuit was filed against a subsidiary of the Company, alleging a patent owned by a large competitor of the Company, has been infringed by such subsidiary. Among the claims, the plaintiff seeks a preliminary and permanent injunction to prevent the subsidiary from manufacturing, using or commercializin g any product that infringed the plaintiff’s patent, and seeks actual damages and profits loss. The preliminary injunction motion as well as an ex-parte appeal, were rejected by the court at this time. Prior to such claims, the subsidiary filed lawsuits against the said plaintiff and the local Patent and Trademark Office seeking to declare the said patent is invalid and the subsidiary does not infringe it. All these lawsuits are pending as of the Company’s financial results. At this preliminary stage, the claim filed by the plaintiff is not expected to have a material effect on the Company. Repurchase of the Company’s B-shares The 3rd Interim Shareholders Meeting held on September 7, 2020 approved a repurchase plan for part of the Company’s domestically listed foreign shares (B share) (the “Repurchase Plan”). According to the Repurchase Plan, during the period beginning at September 16, 2020 (the date on which the Company commenced repurchasing of the B-shares) and ending on December 6, 2020 (the end date of the Repurchase Plan), the Company repurchased 14,309,536 B-Shares, which account for 0.61% of the Company’s total share capital. The amount paid for the repurchased shares amounted to RMB 60,399,296 (HKD 69,747,209), including transaction fees. Within three years following the disclosure of the announcement on the results of the B-shares repurchase, the B-Shares that have been repurchased will be cancelled and the registered capital will be reduced accordingly following approval of the shareholders. During the 2020 Annual General Meeting of the Company, held on May 21 2021, the cancellation of the repurchased shares and subsequent the decrease of the Company's registered capital was approved and on June 17, 2021, the Company completed the cancellation at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd,. - 102 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIII. Share-based Payments 1. In February 2019, the remuneration committee and Solutions Board of Directors (as well as the General Meeting with respect to theformer CEO and Vice President who also serves as a director) approved the allocation of 77,864,910 phantom warrants to officers and employees in accordance with the long-term phantom compensation plan (hereinafter - "the 2019 Plan"), out of which 75,814,897 phantom warrants were granted at the grant date of February 21, 2019. During 2019, 1,206,081 additional Phantom warrants were granted. The warrants will vest in four equal portions, where the first and second quarters are exercisable after two years, the third quarter after three years and the fourth quarter after four years from January 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms of the 2019 plan, and subject to achieving financial targets as determined in the plan. The warrants will be exercisable until the end of 2025. Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference between the base price as determined at the time of the grant and the closing price of one share of the Company on the Shenzhen Stock Exchange, as it will be on the exercise date up, to the ceiling that was determined under the plan. The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model. The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the grant date, amounted to a total of approximately 186 million RMB. The liability at the end of the reporting period was recorded according to the vesting period as determined in the plan, taking into account the extent of the service that the employees provided until that date and the Company’s share price at the end of the reporting period. Statement of share based payments in the period Phantom warrants Total number of Phantom warrants at the beginning of the period 60,047,067 Total number of Phantom warrants granted in current period - Total number of Phantom warrants exercised in current period - Total number of Phantom warrants forfeited in current period (785,438) Total number of Phantom warrants at the end of the period 59,261,629 The exercise prices and the remainder of the contractual period for Phantom RMB 9.91 – 10.85 warrants outstanding at the end of period 4.5 years The parameters used in implementing the model at the grant date are as follows: Stock price (RMB) 10.85 Exercise increment (RMB) 10.03/10.85 Expected volatility 43.97% Risk-free interest rate 3.06% Economic value as of February 21, 2019 (in thousands RMB) 186,206 The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments The binomial pricing model Accumulated amount of liabilities arising from cash-settled share-based payments (in thousands RMB) 111,396 - 103 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements Expenses arising from cash-settled share-based payments in current period (in thousands RMB) 32,418 XIII. Share-based Payments - (cont’d) 2. In September 2019, the remuneration committee and Solutions Board of Directors (and the General Meetin g with respect to the CEO and Vice President who also serves as a director) approved the cancellation of 2017 Plan against the allocation of 28,258,248 warrants in accordance with the long-term phantom compensation plan (hereinafter - "The Alternative Warrants" and "The Alternative Plan"). The cancellation and allocation date is September 26, 2019. During 2019, an additional 90,130 Alternative Phantom Warrants were granted. The alternative warrants will vest in four equal portions, where the first quarter is exercisable after one year, the second quarter after two years, the third quarter after three years and the fourth quarter after four years from October 1, 2019. The warrants will be exercisable, in whole or in part, in accordance with the terms of the Alternative Plan, and subject to achieving financial targets as determined in the plan. The warrants will be exercisable until October 1, 2026. Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference between the base price as determined at the time of the grant and the closing price of one share of the parent company on the Shenzhen Stock Exchange, as it will be on the exercise date up to the ceiling that was determined under the plan. The fair value of the total granted alternative Warrants at the allocated date is equal to the fair value of the total warrants canceled from the 2017 plan. The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the cancellation and allocation date, amounted to a total of approximately 69 million RMB. The liability in the financial statements at the end of the reporting period was recorded at the fair value estimated using the binomial option pricing model and by the vesting period from the original grant date of the 2017 plan to the end of the service period determined by the alternative plan, taking into account the extent of the service that the employees provided until that date and the stock price at the reporting date. Statement of share based payments in the period Phantom warrants Changes in the number of 2017 Plan: Total number of Phantom warrants at the beginning of the period 20,739,142 Total number of Phantom warrants granted in current period - Total number of Phantom warrants exercised in current period - Total number of Phantom warrants forfeited in current period (398,150) Total number of Phantom warrants at the end of the period 20,340,992 The range of the exercise prices and the remainder of the contractual period RMB 9.40 – 9.43 for Phantom warrants outstanding at the end of period 5.25 years - 104 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIII. Share-based Payments - (cont’d) The parameters used in implementing the model at the grant date are as follows: Stock price (RMB) 9.23 Exercise increment (RMB) 9.43 Expected volatility 40.29% Risk-free interest rate 3.14% Economic value as of September 26, 2019 (in thousands RMB) 68,836 The methods for the determination of the fair value of liabilities arising from cash-settled share-based payments related to the alternative plan The binomial pricing model Accumulated amount of liabilities arising from cash-settled share-based payments related to the alternative plan (in thousands RMB) 38,541 Expenses (income) arising from cash-settled share-based payments in current period related to the alternative plan (in thousands RMB) 11,713 XIV. Other significant items 1. Segment reporting The Company presents its segment reporting based on a format that is based on a breakdown by business segments: Crop Protection (Agro) This is the main area of the Company’s operations and includes the manufacture and marketing of conventional agrochemical products. Intermediates and ingredients This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant), aromatic products, and other chemicals. It combines all the Company’s activities not included in the Crop Protection products segment. Segment results reported to the chief operating decision maker include items directly attributable to a segment as well as items that can be allocated on a reasonable basis. Unallocated items comprise mainly financing expenses, net, gains from changes in fair value, investment income and tax expenses. All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributed assets include: accounts and bills receivables, receivables financing, inventory, fixed assets, right-of-use assets, construction in progress, intangible assets, goodwill, non-current trade receivables and long-term equity investments. Attributed liabilities include account payables, bill payablesand lease liabilities. All other assets and liabilities which are not attributable to a specific segment are presented as unallocated assets and liabilities. - 105 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 1. Segment reporting - (cont’d) Information regarding the results and assets and liabilities of each reportable segment is included below: Crop Protection Intermediates and ingredients Elimination among segments Total Six months ended Six months ended Six months ended Six months ended June 30 June 30 June 30 June 30 2021 2020 2021 2020 2021 2020 2021 2020 Operating income from external customers 13,653,666 12,834,364 1,410,114 1,286,676 - - 15,063,780 14,121,042 Inter-segment operating income - - 977 665 (977) (665) - - Interest in the profit or loss of associates and joint ventures - 11,118 3,243 3,274 - - 3,243 14,392 Segment's results 840,793 927,549 168,380 60,843 - - 1,009,173 988,392 Financial expenses, net 448,790 842,792 Gain (loss) from changes in fair value (664,582) 265,510 Investment income 524,513 37,737 Profit before tax 420,314 448,847 Income tax expense (51,081) (244,198) Net profit 369,233 204,649 Crop Protection Intermediates and ingredients Unallocated assets and liabilities Total June 30 December 31 June 30 December 31 June 30 December 31 June 30 December 31 2021 2020 2021 2020 2021 2020 2021 2020 Total assets 39,158,700 36,454,726 2,144,227 2,135,310 8,147,079 8,210,998 49,450,006 46,801,034 Total liabilities 5,537,583 5,037,016 239,856 268,972 22,240,215 20,061,131 28,017,654 25,367,119 - 106 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 1. Segment reporting - (cont’d) Geographic information The following tables sets out information about the geographical segments of the Group’s operating income based on the location of customers (sales target) and the Group's non-current assets (including fixed assets, right-of-use assets, construction in progress, investment properties intangible assets and goodwill). In the case of investment property, fixed assets, right of used assets and construction in progress, the geographical location of the assets is based on its physical location. In case of intangible assets and goodwill, the geographical location of the company which owns the assets. Operating income from external customers Six months ended June 30 2021 2020 Europe 3,915,671 4,275,020 North America 2,880,327 2,622,636 Latin America 2,895,965 2,669,490 Asia Pacific 3,124,576 2,456,818 Africa, Middle East and India 2,247,241 2,097,076 15,063,780 14,121,040 Specified non-current assets June 30 December 31 2021 2020 Europe 992,265 1,229,245 Latin America 2,165,484 2,122,291 North America 1,148,709 1,189,512 Asia Pacific 5,117,155 3,550,785 Africa, Middle East and India 10,523,975 10,489,849 19,947,588 18,371,985 The dependency on major customers No single customer's proportion of the total amount of sales is over 10%. - 107 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XIV. Other significant items - (cont'd) 2. Calculation of Earnings per share and Diluted earnings per share Amount for the Amount for the current period prior period Net profit from continuing operations attributable to ordinary shareholders 367,036 204,649 Amount for the Amount for the Shares current period prior period Number of ordinary shares outstanding at the beginning of the year 2,329,811,766 2,446,553,582 Add: weighted average number of ordinary shares issued during the year - - Less: weighted average number of ordinary shares repurchased during the year - - Weighted average number of ordinary shares outstanding at the end of the year 2,329,811,766 2,446,553,582 Amount for Amount for the current the prior period period Calculated based on net profit attributable to ordinary shareholders Basic earnings per share 0.16 0.08 Diluted earnings per share N/A N/A Calculated based on net profit from continuing operations attributable to ordinary shareholders: Basic earnings per share 0.16 0.08 Diluted earnings per share N/A N/A Calculated based on net profit from discontinued operations attributable to ordinary shareholders: Basic earnings per share N/A N/A Diluted earnings per share N/A N/A - 108 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements 1. Cash at bank and on hand June 30 December 31 2021 2020 Deposits in banks 436,804 1,022,758 Other cash and bank 6,465 12,054 443,269 1,034,812 As at June 30, 2021, restricted cash and bank balances was 6,465 thousand RMB (as at December 21, 2020: 12,054 thousand RMB). 2. Accounts receivable a. By category June 30, 2021 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed individually for impairment 13,879 10 13,879 100 - Account receivables assessed collectively for impairment 121,324 90 23 - 121,301 135,203 100 13,902 10 121,301 December 31, 2020 Provision for expected Book value credit losses Carrying Amount Percentage (%) Amount Percentage (%) amount Account receivables assessed individually for impairment 13,879 3 13,879 100 - Account receivables assessed collectively for impairment 387,132 97 15 - 387,117 401,011 100 13,894 3 387,117 b. Aging analysis June 30, 2021 Within 1 year (inclusive) 121,310 Over 1 year but within 2 years 15 Over 2 years but within 3 years 1 Over 3 years but within 4 years 1 Over 4 years but within 5 years 1,699 Over 5 years 12,177 135,203 - 109 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 2. Accounts receivable - (cont'd) c. Addition, written-back and written-off of provision for expected credit losses during the period Six months ended June 30, 2021 Balance as of January 1 13,894 Addition during the year, net 23 Write back during the year (15) Write-off during the year - Exchange rate effect - Balance as of June 30 13,902 d. Five largest accounts receivable at June 30, 2021: Proportion of Allowance of Accounts expected Name Closing balance receivable (%) credit losses Party 1 (1) 56,971 42 - Party 2 (1) 25,048 18 - Party 3 7,764 6 2 Party 4 6,868 5 - Party 5 5,098 4 1 101,749 75 3 (1) The amounts are intergroup balances with Solutions' subsidiaries. 3. Receivable financing June 30 December 31 2021 2020 Bank acceptance draft 22,221 25,282 22,221 25,282 As at June 30, 2021, bank acceptance endorsed but not yet due amounts to 153,514 thousand RMB. - 110 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 4. Other Receivables June 30 December 31 2021 2020 Other receivables 26,995 27,138 26,995 27,138 (1) Other receivables a. Other receivables by categories June 30 December 31 2021 2020 Other 32,561 32,819 Provision for expected credit losses (5,566) (5,681) 26,995 27,138 b. Other receivables by aging June 30, 2021 Within 1 year (inclusive) 720 Over 1 year but within 2 years 13,283 Over 2 years but within 3 years 13,329 Over 3 years but within 4 years 265 Over 4 years but within 5 years - Over 5 years 4,964 32,561 - 111 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 4. Other Receivables - (cont'd) (2) Other receivables - (cont'd) c. Additions, recovery or reversal and written-off of provision for expected credit losses during the period: Year ended June 30, 2021 Balance as of January 1, 2021 5,681 Addition during the period - Written back during the period (115) Write-off during the period - Balance as of June 30, 2021 5,566 d. Five largest other receivables at June 30 2021: Proportion of other Name Closing balance receivables (%) Credit loss provision Party 1 13,322 41 - Party 2 * 11,611 36 - Party 3 3,125 9 3,125 Party 4 1,753 5 - Party 5 548 2 548 30,359 93 3,673 * The amount are intergroup balances with Anpon. - 112 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 5. Long-term equity investments June 30, 2021 December 31, 2020 Impairment Impairment Amount balance loss Book value Amount balance loss Book value Invest in subsidiaries 17,511,352 - 17,511,352 16,663,212 - 16,663,212 17,511,352 - 17,511,352 16,663,212 - 16,663,212 Investments in subsidiaries Current Balance provision provision Opening Closing Impairment Impairment Invested unit balance Increase Decrease balance loss loss ADAMA Agricultural Solutions Ltd. 15,890,213 - - 15,890,213 - - Adama Anpon (Jiangsu) Ltd. 450,449 - - 450,449 - - ADAMA Hiufeng (Jiangsu) Co. Ltd. - 848,140 - 848,140 - - Hubei Sanonda Foreign Trade Co. - Ltd. 11,993 - 11,993 - - Adama Huifeng (shanghai) Agricultural Technology Co., Ltd 310,557 - - 310,557 - - 16,663,212 848,140 - 17,511,352 - - 6. Operating Income and operating costs Six months ended June 30, 2021 Six months ended June 30, 2020 Operating Operating Revenue costs Revenue costs Main operations ,3,1131 76414,4 653,055 526,904 Other operations 1,18,, ,,111, 20,591 10,410 6,41,34 7811394 673,646 537,314 - 113 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 7. Notes to items in the cash flow statements (1) Other cash received relevant to operating activities Six months ended Six months ended June 30, 2021 June 30, 2020 Interest income 9,901 8,507 Government subsidies 9,908 4,992 Other 1,258 1,564 21,222 15,063 (2) Other cash paid relevant to operating activities Six months ended Six months ended June 30, 2021 June 30, 2020 Professional services 45,220 56,487 Transportation and Commissions 11,122 13,067 Other 5,182 21,253 80,211 90,807 (3) Other cash received relevant to financing activities Six months ended Six months ended June 30, 2021 June 30, 2020 Deposit for issuing bills payables 5,552 4,449 (4) Other cash paid relevant to financing activities: Six months ended Six months ended June 30, 2021 June 30, 2020 Other 291 222 291 222 - 114 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 8. Supplementary information to cash flow statement (1) Reconciliation of net profit to net cash flows generated from operating activities: Six months ended June 30 2021 2020 Net profit )25,225( (42,764) Add: Assets impairment loss 1,285 2,864 Credit impairment loss )120( 674 Depreciation of fixed assets 52,221 76,057 Depreciation of-right-of use assets 25 233 Amortization of intangible assets 5,299 2,222 Loss (gain) on disposal of fixed assets, intangible assets and other long-term assets )15,229( (101) Financial expenses ,91798 3,518 Decrease (increase) in deferred income tax assets )118( 27,873 Decrease (increase) in inventory 88171, 11,596 Increase in accounts receivable from operating activities 220,002 (102,463) Increase in payables from operating activities )99,552( (41,958) Net cash flows generated from operating activities 245,218 (62,249) (2) Net increase in cash and cash equivalents Six months ended June 30 2021 2020 Closing balance of cash 79618,7 1,423,296 Less: Opening balance of cash ,1,1114,8 1,395,994 Net increase in cash and cash equivalents ),8,13,7( 27,302 - 115 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Related parties and related parties transactions (1) Information on parent Company Registered capital Company Registered (Thousand Shareholding Percentage name place Business nature RMB) percentage of voting rights Production and sales of agrochemicals, Syngenta Shanghai, fertilizers and GM Group China seeds 11,144,545 73.33% 73.33% The ultimate controlling shareholder is ChemChina. (2) Information on the subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VII.1. (3) Transactions with related parties a. Transactions of goods and services Six months ended June 30 2021 2020 Summary of Purchase of goods/services Related Party Relationship received: Purchase of goods/services received Common control under ChemChina 40 2,063 Subsidiary 58,038 45,630 Purchase of fixed assets and other assets Common control under ChemChina 39,580 155,616 Subsidiary - 136 Summary of Sales of goods: Sale of goods Associated enterprises under ChemChina 1,082 - Subsidiary 328,762 450,283 Sale of raw materials Subsidiary 3,396 - - 116 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Transactions and balances with related parties - (cont'd) (3) Transactions with related parties - (cont'd) b. Guarantees The Company as the guarantor Amount of Inception Maturity Guaranty guaranteed date of date of completed loan guaranty guaranty (Y/ N) Subsidiary 30,000 21/07/2020 21/01/2021 Y 18,000 19/08/2020 19/02/2021 Y 30,000 01/09/2020 17/08/2021 Y 50,000 20/07/2020 14/07/2021 N 30,000 19/05/2020 18/05/2021 Y 20,000 22/12/2020 16/12/2021 N 50,000 16/12/2020 15/12/2021 N 50,000 14/12/2020 13/12/2021 N 50,000 29/06/2020 27/06/2021 Y 20,438 30/10/2020 30/04/2021 Y 14,004 17/12/2020 17/06/2021 Y 40,500 15/01/2021 14/01/2022 N 59,500 27/04/2021 26/04/2022 N 40,000 01/02/2021 03/01/2022 N 30,000 26/02/2021 24/02/2022 N 30,000 25/06/2021 24/06/2022 N 60,000 21/05/2021 18/05/2022 N 40,000 18/03/2021 17/03/2022 N 30,000 20/01/2021 20/01/2022 N 70,000 27/01/2021 27/01/2022 N 14,534 29/01/2021 29/07/2021 N The Company as the guarantee receiver Amount of Inception date Maturity date Guaranty Guarantee provider guaranteed loan of guaranty of guaranty completed (Y / N) Parent company 300,000 21/04/2021 20/04/2028 N 73,200 01/06/2021 31/05/2028 N - 117 - ADAMA Ltd. (Expressed in RMB '000) Notes to the Financial Statements XV. Notes to major items in the Company's financial statements - (cont'd) 9. Transactions and balances with related parties - (cont'd) (3) Transactions with related parties - (cont'd) c. Receivables from and payables to related parties (including loans) Receivable Items June 30 December 31 2021 2020 Expected Expected Related Party Book credit Book credit Items Relationship Balance losses Balance losses Trade receivables Subsidiary 85,769 344,436 - Other non-current assets Subsidiary 212,716 212,771 - Other receivables Subsidiary 11,611 11,744 - Payable Items June 30 December 31 Items Related Party Relationship 2021 2020 Trade payables Common control under ChemChina 50,409 127,082 Other payables Subsidiary 219,931 143,840 Common control under ChemChina 108 108 Associated enterprises under Contract liability ChemChina 340 Other non-current liabilities due within one year * Common control under ChemChina - 28,000 Other non-current liabilities* Common control under ChemChina - 143,770 * loans from related party, the interest expense for the 6 months ended June 30, 2021 was 2,865 thousand RMB (1,048 thoussand RMB in 2020). d. Other related party transactions The closing balance of bank deposit in ChemChina Finance Corporation was 200,467 thousand RMB (21112122: 102,210 thousand RMB). Interest income of bank deposit for the current period was 598 thousand RMB (amount for six months ended June, 2020 is 219 thousand RMB). The closing balance of a loan received from ChemChina Finance corporation was 0 thousand RMB (21112122: 2 thousand RMB). Interest expense in the current period was 0 thousand RMB (amount for six months ended June 30, 2020 is 370 thousand RMB). - 118 - ADAMA Ltd. Semi-Annual Report 2019 Supplementary information (Expressed in RMB '000) 1. Extraordinary Gain and Loss Six months ended June 30, 2021 Disposal of non-current assets 14,864 Government grants recognized through profit or loss 20,630 Recovery or reversal of expected credit losses which is assessed individually during the years 12,474 Other non-operating income or expenses other than the above 6,792 Other profit or loss that meets the definition of non-recurring profit or loss (44) Tax effect (9,803) 44,913 Note 1: Extraordinary gain and loss items listed above are presented in the amount before taxation 2. Return on net assets and earnings per share (“EPS”) The information of Return on net assets and EPS is in accordance with the Preparation Rules for Information Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of Return on net assets and Earnings per share (2010 Amendment) issued by China Securities Regulatory Commission. Weighted average rate of return on net Basic EPS Diluted EPS Profit during the repo rting period assets (RMB/share) (RMB/share) Net profit attributable to ordinary shareholders of the Company 1.71 0.16 N/A Net profit after deduction of extraordinary gains/losses attributable to ordinary shareholders of the Company 1.50 0.14 N/A - 119 -