Acquisition Report of ADAMA Ltd.
Company Name: ADAMA Ltd.
Listing Location: Shenzhen Stock Exchange
Abbreviated Name: ADAMA A, ADAMA B
Ticker: 000553.SZ，200553.SZ
Acquiring Company: Syngenta Group Co., Ltd.
Location: Unit 08 of the 30th Floor, No. 88 of Shiji Avenue, Shanghai Pilot
Free-Trade Zone of China
Address: Unit 08 of the 30th Floor, No. 88 of Shijidadao Avenue, Shanghai Pilot
Free-Trade Zone of China
Name of Persons Acting in Concert: Hubei Sanonda Co., Ltd.
Location: No. 93 of Beijing Donglu Road, Shashi District
Address: No. 93 of Beijing Donglu Road, Shashi District
Financial Consultant
Date of Signature: February 2020
1
Statement of the Acquiring Company
And its Person Acting in Concert
I． The report is drafted according to laws, regulations and other regulatory documents, such as the
Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the
Administrative Measures on the Acquisition of Listed Companies (hereinafter referred to as “the
Acquisition Measures”) and Content and Format Guidelines of Information Disclosure for Companies that
Have Public Offering of Securities, Document No. 16, About the Acquisition Report of Listed Companies
(2014 Revision) and etc…
II. According to the Securities Law and the Acquisition Measures, the report has fully disclosed
shares of ADAMA Ltd. (hereinafter referred as “shares of ADAMA”, “ADAMA” or “the ListCo”) held by
the acquiring company and its person acting in concert. As of the signing date of this report, the acquiring
company and its person acting in concert did not have any interest of ADAMA shares through any other
means except the shareholding disclosed in the report.
III. The acquiring company and its person acting in concert have obtained the necessary
authorization and approval to sign the report, and their performance does not violate or conflict with any
provisions in the articles of association or internal rules.
IV. The acquisition, which has already been approved by ChemChina Group, refers to the transfer of
1,810,883,039 state-owned shares (74.02% of the total equity of ADAMA) held by China National
Agrochemical Corporation to the acquiring company free of charge. According to the Acquisition
Measures, it has already triggered the tender offer obligation of the acquiring company and its person
acting in concert, which can only proceed the transaction after they apply for and obtain a waiver from
CSRC.
V. The acquisition shall be conducted in accordance with the information contained in the report.
Except for the professional institutions employed by the acquiring company and its person acting in
concert, no other person has been entrusted or authorized to provide information not contained in this
report or to explain or interpret it.
2
Contents
Chapter 1 Terms and Definitions 6
Chapter 2 Introduction on the Acquiring Company and its Person Acting in Concert错误！未定义
书签。
I. Overview of the Acquiring Company 错误！未定义书签。
II. Overview of the Person Acting in Concert 错误！未定义书签。
Chapter 3 Decision Making and Purpose of the Acquisition 26
I. Purpose of the Acquisition 27
II. Shareholding Plan in the Coming Twelve Months of the Acquiring Company and its Person
Acting in Concert 错误！未定义书签。
III. Relevant Procedures of the Acquisition 错误！未定义书签。
Chapter 4 Acquisition Structure 错误！未定义书签。
I. Shares of Listed Companies Held by the Acquiring Company and its Person Acting in
Concert 28
II. the Transaction Agreement Involved in the Acquisition错误！未定义书签。
III. Approval Procedures already Fulfilled and still to be Fulfilled 错误！未定义书签。
IV. Restrictions on the Rights of Shares of Listed Companies Held by the Acquiring Company
and its Person Acting in Concert 错误！未定义书签。
Chapter 5 Source of Funds 错误！未定义书签。
Chapter 6 Follow-up Plans 35
I. Plans to Change or Adjust the Main Business of the Listed Company within the Next
Twelve Months 35
II. Plans to Dispose or Restructure Major Assets and Business of the Listed Company
and its Subsidiaires within the Next Twelve Months 错误！未定义书签。
3
III. Plans or Proposals on Ajustment of the Board and Management Team of the Listed
Company 错误！未定义书签。
IV. Plans to Change the Code of Conduct and Regulations of the Listed Company错误！未定义书签。
V. Plans on Major Changes of Staff Hirring 错误！未定义书签。
VI. Major Changes on the Divident Policies of the Listed Company 错误！未定义书签。
VII. Other Plans of Significant Impact on the Business and Organizational Structure of the
Listed Company 错误！未定义书签。
Chapter 7 Influence Analysis on the Listed Company38
I. Influence of the Acquisition on the Independency of the Listed Company 38
II. Peer Competition of the Acquirer and its Related Parties against the Listed Company
and the Corresponding Solutions 错误！未定义书签。
III. Influence of the Acquisition on the Transaction between Related Parties of the Listed
Company 43
Chapter 8 Major Transactions with the Listed Company 43
I. Major Transactions with the Listed Company and its Subsidiaires 45
II. Major Transactions with the Directors of the Board, the Supervisors and Executives of the
Listed Company 错误！未定义书签。
III. Compensation or Similar Arrangements for the Directors of the Board, the Supervisors
and Executives of the Listed Company to be Replaced 错误！未定义书签。
IV. Contracts, Tacit Agreement or Arrangements of Significant Impact on the Listed Company错误！
未定义书签。
Chapter 9 Share Trading of the Recent Six Months 47
I. Purchase and Sales of Shares of the Listed Company by the Acquirer错误！未定义书签。
II. Purchase and Sales of Shares of the Listed Company by the Directors of the Board, the
Supervisors, Senior Executives and their Immediate Families of the Acquirer错误！未定义书签。
Chapter 10 Financial Materials of the Acquirer and its Person Acting in Concert错 误 ！ 未 定 义 书
4
签。
I. Financial Materials of the Acquirer and its Controlling Shareholder 48
II. Financial Materials of the Person Acting in Concert 57
Chapter 11 Other Major Issues 69
Chapter 12 Files Prepared for Inspection 70
I. Files Prepared for Inspection 70
II. Place for the Prepared Files 错误！未定义书签。
5
Chapter 1 Terms and Definitions
Syngenta Group Co., Ltd., previous name ChemChina
The Acquiring Company (Shanghai) Agricultural Science and Technology Co.,
Ltd.
Sanonda Holding, the Person
Jingzhou Sanonda Holding Co., Ltd
Acting in Concert
The Acquiring Company and
Syngenta Group Co., Ltd., Sanonda Holding Co., Ltd.
its Person Acting in Concert
The Acquisition Report The Acquisition Report of ADAMA Ltd.
Syngenta Group Co., Ltd. will take over 1,810,883,039
The Acquisition, the Free
shares, namely 74.02% ADAMA shares held by CNAC
Transfer of Shares
through a free transfer of state-owned equity.
ADAMA, the ListCo ADAMA Ltd.
Hubei Sanonda Holding Co., Ltd., a used name of the
Hubei Sanonda
ListCo.
ChemChina China National Chemical Corporation Ltd.
Sinochem Group Co., Ltd. and China National
Sinochem and ChemChina
Chemical Corporation Ltd.
CNAC China National Agrochemical Co., Ltd
Syngent Syngenta A.G., namely Syngenta Co., Ltd.
ADAMA ADAMA Agricultural Solutions Ltd.
The Stock Listing Rules of Shenzhen Stock Exchange
the Listing Rules
(Revised in November 2018)
the Administrative Measures on the Acquisition of
the Acquisition Measures
Listed Companies(2014 Revision)
The Articles of Association the Articles of Association of ADAMA Ltd.
CSRC China Securities Regulatory Commission
Stock Exchange Shenzhen Stock Exchange
yuan RMB yuan
6
There are discrepancies in the sum of some totals and additions in this report, which are
caused by rounding.
Chapter 2 Introduction of the Acquiring Company and
its Person Acting in Concert
I. Overview of the Acquiring Company
(I) Basic Information of the Acquiring Company
Name of the Acquiring Syngenta Group Co., Ltd.
Company
Legal Representative Frank Ning
Registered Capital RMB 1000000.0000 yuan
Registered Address No. 93 of Beijing Donglu Road, Shashi District, Jingzhou City
of Hubei Province
Type of Businesses Other limited company (non-listed)
Shareholder and CNAC 99%
Shareholding Proportion
Maidao Agrochemical Co.,
Ltd. 1%
United Social Credit Code 91310000MA1FL6MN13
Business Scope Engaged in technology development, transfer, consultation and
services in the fields of agricultural science and technology,
biotechnology and information technology, production and
management of crop seeds, genetically modified crop seed
production, chemical raw materials and products (except
dangerous chemicals, monitoring chemicals, civil use) R&D and
sales of explosives and precursor chemicals, chemical fertilizer
management, warehousing (except dangerous goods), import
and export of goods and technology, and economic information
consultation. [Projects subject to approval according to law, can
be carried out after approval by relevant departments]
Operation Period From June 27th, 2019 to No Fixed Term
Address No. 93 of Beijing Donglu Road, Shashi District, Jingzhou City
of Hubei Province
7
(II) Equity Control of the Controlling Shareholder and the Actual Controller of the
Acquiring Company
As of the signing date of the report, CNAC, as the controlling shareholder of the
acquiring company, directly holds 99% of its shares. The State-owned Assets Supervision
and Administration Commission of the State Council (SASAC) is the actual controller of
the acquiring company. The relationship between the controlling shareholder and the actual
controller of the acquiring company is as follows:
SASAC
100%
ChemChina
100%
100%
CNAC
99% Maidao
Syngenta Group Co., Ltd.
1%
Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s
Republic of China", SASAC transferred 10% shares of ChemChina held by itself to the Social Security
Foundation.
As of the signing date of the report, the change to the business registration for the above-mentioned
transfer have not yet completed.
(III) Major Subsidiaries and their Main Businesses of the Controlling
Shareholder or the Actual Controller of the Acquiring Company
The controlling shareholder is a wholly-owned subsidiary of ChemChina Group. As of
the signing date of the report, main subsidiaries of ChemChina and its main business are as
follows:
8
Registered
Shareholding
Company Capital
No. Proportion Main Business
Name (by 10,000
（%）
yuan)
Research and development of new chemical
materials, chemical cleaning, anti-corrosion, water
treatment technology and fine chemical products;
research, manufacture, application of reverse osmosis
membranes and equipment; promotion of transfer
technology, contracting various cleaning services at
home and abroad; automation engineering design,
application, Services; self-operated and agent import
China National
and export business of various commodities and
BlueStar
1 79.481 1,816,886.90 technologies (except for goods and technologies that
(Group) Co.,
are restricted or restricted by the state); contracting
Ltd.
overseas chemical engineering and domestic
international bidding projects, equipment and
materials required for the above-mentioned overseas
projects Export, consulting services, housing rental.
(Projects subject to approval according to law shall be
subject to the approval of relevant departments to
carry out business activities in accordance with the
approved content
1,3-butadiene [stable], methanol, 1,3-xylene,
1,4-xylene, 1,2-xylene, methane, ammonia, methyl
tert-butyl ether, naphtha, Phenol, petroleum crude oil,
sulfur, propane, propylene, solvent benzene,
petroleum ether, styrene [stable], liquefied petroleum
gas, gasoline, calcium carbide, ethylene oxide (valid
until May 25, 2020); petrochemical technology
Investment; oil and gas technology, petrochemical
technology, petrochemical new process and new
product development; corporate image and marketing
planning; chemical technology, enterprise
ChemChina
management, financial management consulting;
2 Petrochemical 72.73 684,300.00
import and export business; chemical materials
Co., Ltd
(excluding hazardous chemicals), Construction
materials, instrumentation, wood, ferrous materials,
mechanical and electrical products, sales of
automobiles; equipment leasing. (Enterprises shall
independently select operating projects and carry out
business activities according to law; projects that are
subject to approval according to law shall be subject
to the approval of relevant departments to carry out
business activities; they shall not engage in the
business activities of the city's industrial policy
prohibition and restriction projects
Chemical raw materials, chemical products
(excluding hazardous chemicals), chemical minerals,
China Haohua petrochemicals, chemical equipment, machinery,
Chemical electronic products, instrumentation, building
3 69.20 422,121.93
(Group) materials, textiles, light industrial products, forest
Corporation products, forest products, organizational production,
warehousing, Sales; sales of automobiles and spare
parts, household appliances, steel, billets, pig iron,
1
ChemChina's shareholding in China Bluestar (Group) Co., Ltd. is the proportion of paid-in capital.
9
Registered
Shareholding
Company Capital
No. Proportion Main Business
Name (by 10,000
（%）
yuan)
copper, aluminum, lead, zinc, tin, nickel, magnesium,
copper, aluminum, platinum group metals; contracted
approved domestic petrochemical engineering Import
and export business; technical consulting, technical
services, information services; equipment leasing.
(Projects subject to approval according to law shall be
subject to the approval of relevant departments to
carry out business activities in accordance with the
approved content
Agrochemicals and chemical products and chemical
raw materials (excluding hazardous chemicals),
electromechanical equipment, electrical equipment,
automatic control systems, instrumentation, building
materials, industrial salt, natural rubber and products,
computer hardware and software, office automation
equipment and textile raw materials Purchasing and
sales; sales of fertilizers; cargo warehousing; import
and export business; technical consulting, technical
ChemChina
services, technology development, technical testing;
4 Agrochemical 100.00 333,821.96
production of genetically modified crop seeds
Corporation
(excluding the six districts of Beijing Central City);
sales of crop seeds, grass seeds, edible fungi Kind.
(Enterprises shall independently select operating
projects and carry out business activities according to
law; projects that are subject to approval according to
law shall be subject to the approval of relevant
departments to carry out business activities; they shall
not engage in the business activities of the city's
industrial policy prohibition and restriction projects
Research, production and sales of new chemical
materials and related raw materials (excluding
hazardous chemicals), tires, rubber products and latex
products; development, design, production and sales
of rubber and chemical equipment; import and export
business; supervision of engineering construction;
Business-related technical consulting and technical
services. (Projects subject to approval according to
China National
law may be subject to approval by relevant
5 Tire & Rubber 100.00 160,000.00
departments before they can carry out business
Corporation
activities) (Enterprises shall independently select
operating projects and carry out business activities
according to law; projects subject to approval
according to law shall be subject to approval by
relevant departments to carry out business activities
according to the approved contents; Do not engage in
the business activities of the city's industrial policy
prohibition and restriction projects
Research, development, design, production and sales
China National of chemical machinery, rubber machinery,
Chemical environmental protection machinery, energy-saving
6 100.00 100,000.00
Equipment machinery, engineering machinery, ships,
Corporation automobiles and auto parts; petrochemical
engineering design, engineering construction, general
10
Registered
Shareholding
Company Capital
No. Proportion Main Business
Name (by 10,000
（%）
yuan)
contracting of projects; domestic and international
bidding agents , complete sets of mechanical and
electrical equipment; automobile, ship repair; import
and export business; provide consulting and services
related to the above business. (Enterprises shall
independently select operating projects and carry out
business activities according to law; projects that are
subject to approval according to law shall be subject
to the approval of relevant departments to carry out
business activities; they shall not engage in the
business activities of the city's industrial policy
prohibition and restriction projects
Investment management; asset management;
equipment leasing; sales of chemical raw materials
and chemical products (excluding hazardous
chemicals), fertilizers, fuel oil, tires, rubber products,
chemical equipment; import and export business;
housing leasing; property management; Legal,
ChemChina
financial advice; intermediary services (except for
Asset
7 35.00 85,714.29 legal and regulatory requirements). (Enterprises shall
Management
independently select operating projects and carry out
Co., Ltd
business activities according to law; projects that are
subject to approval according to law shall be subject
to the approval of relevant departments to carry out
business activities; they shall not engage in the
business activities of the city's industrial policy
prohibition and restriction projects
Handling financial and financing consultants, credit
certificates and related consulting and agency
services to member units; assisting member units in
realizing the payment and payment of transaction
funds; approved insurance agency business;
providing guarantees to member units; handling
entrusted loans between member units And entrusted
investment; handling bill acceptance and discounting
for member units; handling internal transfer
settlement between member units and corresponding
ChemChina settlement and clearing plan design; absorbing
8 Finance 86.20 84,122.50 deposits from member units; handling loans and
Corporation financing leases for member units; engaging in
interbank lending; Underwriting member companies'
corporate bonds and fixed income portfolio securities
investments. (Enterprises shall independently select
operating projects and carry out business activities
according to law; projects that are subject to approval
according to law shall be subject to the approval of
relevant departments to carry out business activities;
they shall not engage in the business activities of the
city's industrial policy prohibition and restriction
projects
ChemChina Engineering technology research; chemical testing;
9 Academy of 100.00 18,762.90 technology promotion, technical consultation;
Science bidding agency for science and technology projects.
11
Registered
Shareholding
Company Capital
No. Proportion Main Business
Name (by 10,000
（%）
yuan)
(Enterprises shall independently select operating
projects and carry out business activities according to
law; projects that are subject to approval according to
law shall be subject to the approval of relevant
departments to carry out business activities; they shall
not engage in the business activities of the city's
industrial policy prohibition and restriction projects
Publishing China Chemical Industry Yearbook, China
Chemical Trade, China Fertilizer Information, China
Chemical Industry Report (English Edition), China
Chemical Information, Chemical New Materials, Fine
and Specialty Chemicals, Publication of Modern
Chemicals, Chemical Safety and Environment, China
Petroleum and Chemical Standards and Quality,
Cleaning the World, and Polysilicon (valid until
December 31, 2023) (limited to the journal editors of
the company's internal institutions); Online data
processing and transaction processing business
(business e-commerce only, Internet finance business
without network lending information intermediary);
chemical information research and consulting
services; engineering consulting; computer software
development, network technology services;
undertaking computer network engineering Designing
and producing print advertisements; using the
above-mentioned journals to publish advertisements;
China National
publishing foreign advertisements to China;
Chemical
10 100.00 15,000.00 providing chemical abstracts services; hosting,
Information
hosting, organizing various international exhibitions,
Center
conferences, and domestic and international technical
and cultural exchange activities; technology
development and technology Transfer, technical
consultation, technical services; production and sales
of computer and peripheral equipment, electronic
components, petroleum products (excluding refined
oil) (excluding hazardous chemicals); development,
testing, analysis and sales of chemical products
(excluding hazardous chemicals) ); sales of fertilizers;
import and export business; property management;
rental of houses; research on chemical technical
standards; production of chemical products
(excluding hazardous chemicals), chemical
machinery and equipment, instrumentation,
automation equipment, building materials, electronic
products , sales; market research. (Enterprises
independently choose to operate projects and carry
out business activities in accordance with the law;
projects subject to approval according to law)
(IV) Business Development and Finance Overview of the Acquiring Company
1. Overview of Main Business
12
The acquiring company was founded on June 27, 2019. As of the signing date of the
report, it has not carried out any actual operations.
CNAC, the controlling shareholder of the acquiring company is a wholly-owned
subsidiary of ChemChina. It owns two major business segments, which are plant protection
and seeds, and it is the world's largest company in plant protection and the third largest in
the seed industry.
Its plant protection segment covers herbicides, pesticides, fungicides, seed treatments,
plant growth regulators, dietary supplements, food additives, aromatic products and
environmental protection services etc.… The seed business includes the development of
traditional hybrid seeds and breeding, etc.….
2. Finance Overview in the Last Three Years
The acquiring company was established on June 27, 2019, not long ago. As of the signing date of the
report, it has not yet formed up any annual financial statements. The main consolidated financial data of
the acquiring company's controlling shareholder CNAC in the last three years are as follows:
Unit: 10,000 RMB yuan
st st
Balance Sheet Dec. 31 , 2018 Dec. 31 , 2017 Dec. 31st, 2016
Total Assets 11,351,984.47 10,922,740.18 5,439,097.33
Total Liabilities 8,780,251.61 8,016,200.68 4,449,747.07
Owners’ Equity 2,571,732.86 2,906,539.51 989,350.26
Equity Attributed to the Parent Company 1,786,095.60 2,272,940.51 735,929.52
Debt Asset Ratio 77.35% 73.39% 81.81%
Profit and Loss 2018 2017 2016
Revenue 3,211,748.51 3,019,171.60 2,679,024.65
Net Income 72,279.46 207,294.95 14,364.75
Net Income Attributed to the Parent Company -64,514.80 82,239.99 -41,691.19
ROE - 5.47% -
Note 1: The financial data for the last three years mentioned above was audited.
Note 2: Asset-liability ratio = total liabilities / total assets
Note 3: ROE = net profit attributed to owners of the parent company / [(owners’ equity attributed to the
parent company at the ending period + owners’ equity attributed to the parent company at the beginning
period) /2]
V. Basic Information of the Board Directors, Supervisors and Senior Management
13
Members
As of the signing date of the report, the basic information of the board directors,
supervisors and senior management members of the acquiring company is as follows:
Whether
to obtain
the
Previous Long-term residency
Name Positions Nationality
Names Residence right of
other
countries
or regions
Frank Chairman of the Board and
None PRC PRC No
Ning General Manager
Huang
None Board Director PRC PRC No
Jianjun
Zhang
None Board Director PRC PRC No
Qizhi
Bai Wei None Board Director PRC PRC No
Zhou
None Board Director PRC PRC No
Hong
Yang Chairman of
None PRC PRC No
Xingqiang the Supervisory Board
Jin
None Supervisor PRC PRC No
Hongxiang
Yin Fang None Financial Director PRC PRC No
(VI) Punishment, Major Lawsuits or Arbitration of the Acquiring Company and its
Board Members, Supervisors and Senior Management Members in the Past Five
Years
The acquiring company, established on June 27th, 2019, has been operating for less
than five years. From its establishment to the signing date of this summary of the report,
there has been no administrative penalty (except those that are clearly unrelated to the
securities market), criminal penalties, or major civil litigation or arbitration related to
economic disputes.
As of the signing date of this summary of the report, the directors, supervisors and
senior management personnel of the acquiring company have not been subject to
14
administrative penalties (except those that are clearly unrelated to the securities market),
criminal penalties or major civil litigation or arbitration related to economic disputes within
the last five years.
(VII) Cases in which the acquiring company, its controlling shareholder and the
actual controller have interests in other domestic or overseas listed companies
accounting for or exceeding 5% of the issued shares of the company, and in which
they hold more than 5% of the shares of any financial institutions
1. Cases in which the acquiring company, its controlling shareholder and actual
controller have interests in other domestic and overseas listed companies accounting for
or exceeding 5% of the issued shares of the company
As of the signing date of the report, the acquiring company did not have any interest in
domestic or overseas listed companies.
As of the signing date of the report, in addition to ADAMA ChemChina directly and
indirectly holds more than 5% of the shares of other listed companies in China and abroad as
follows:
Unit: 10,000 RMB yuan
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
Import and export of goods;
(the following branches
operate) chemical machinery,
electrical, instrumentation
technical services; urea,
synthetic ammonia production;
industrial circulating water
production, sales;
Cangzhou
toluene-2.4-diisocyanate
1 Dahua Co., 600230.SH 41,186.35 46.25%
Ltd. (TDI), 2.4-dinitro Production
of toluene (DNT),
hydrochloric acid,
o-toluenediamine (OTD),
caustic soda, liquid chlorine,
sulfuric acid, sodium
hypochlorite, mirabilite,
hydrogen, nitric acid (HNO3);
production and sales of urea
15
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
aqueous solution; road
transport of ordinary goods,
road of dangerous goods
Transportation; the following
restrictions on the operation of
the original branch: wholesale
natural gas (no storage
operations, and limited to
non-fuel uses such as
industrial production
materials). (Projects subject to
approval according to law may
be operated after approval by
relevant departments)
As of the signing date of the report, in addition to ADAMA ChemChina directly and
indirectly holds more than 5% of the shares of other listed companies in China and abroad as
follows:
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
Development, production and
marketing of animal nutrition
Bluestar
additives, including functional
1 Adisseo 600299.SH 268,190.1273 63.74%
Company products, specialty products
and other additive products for
animal feed
Chemical machinery, chemical
engineering and equipment,
materials and corrosion, automatic
control of production processes,
on-line analytical instruments,
Krauss Maffei
2 600579.SH 88,339.6363 radioactive detection instruments 75.39%
Co., Ltd.
and environmental technology and
equipment research and
development, engineering design,
product manufacturing and
promotion and application
Carbon-chemical technology and
catalyst, pressure swing adsorption
gas separation technology and
device, industrial special valves,
China Haohua
synthetic linalool, vitamin E series
3 Chemical Group 600378.SH 89,662.4657 68.45%
fine chemical products (excluding
Co., Ltd.
drugs), industrial gases Certificated
business scope engaged in
business) research, development,
production (other branches in the
16
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
industrial industry or alternative
business site management), sales,
technical services and related
engineering design and engineering
contracting; gas cylinder
inspection; engineering consulting
services (Except when the state has
special regulations (projects
involving qualification permits are
operated with qualification
permits); those involving
qualification permits are operated
with qualification permits);
operating export business of
self-produced products and
technologies of the enterprise;
Import business of raw and
auxiliary materials, instruments
and meters, machinery and
equipment, spare parts and
technology (except for state limited
company operations and state
prohibited import / export
commodities and technologies);
import processing and "three to one
supplement" business. The above
operating items do not include
items that require pre-approval or
permission as determined by laws,
regulations and the State Council
Production and sales of
chlor-alkali chemical products,
production and sales of
petrochemical products,
production and sales of
polyether chemical products.
Shenyang The main products of
4 Chemical Co., 000698.SZ 81,951.4395 chlor-alkali chemical industry 47.23%
Ltd. are caustic soda, polyvinyl
chloride (PVC) paste resin,
etc. The main products of
petrochemical industry include
acrylic acid and esters,
polyethylene, propylene, liquid
paraffin, liquefied gas, etc…
Import and export of goods;
Cangzhou
(the following branches
5 Dahua Co., 600230.SH 41,186.35 46.25%
Ltd. operate) chemical machinery,
electrical, instrumentation
17
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
technical services; urea,
synthetic ammonia production;
industrial circulating water
production, sales;
toluene-2.4-diisocyanate
(TDI), 2.4-dinitro Production
of toluene (DNT),
hydrochloric acid,
o-toluenediamine (OTD),
caustic soda, liquid chlorine,
sulfuric acid, sodium
hypochlorite, mirabilite,
hydrogen, nitric acid (HNO3);
production and sales of urea
aqueous solution; road
transport of ordinary goods,
road of dangerous goods
Transportation; the following
restrictions on the operation of
the original branch: wholesale
natural gas (no storage
operations, and limited to
non-fuel uses such as
industrial production
materials). (Projects subject to
approval according to law may
be operated after approval by
relevant departments)
Operating the export business
of tires and related
technologies produced by the
company; import and export
business and commission
agents (excluding auctions) for
tires, rubber products, raw and
Aeolus Tyre
6 600469.SH 56,241.3222 auxiliary materials required for 44.58%
Co., Ltd.
tire production, machinery and
equipment, spare parts,
instruments and related
technologies; Foreign
cooperative production,
processing of incoming
materials, sample processing,
18
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
assembly of parts and
compensation trade; import
and export of goods and
technology (except for goods
and technologies that are
restricted or restricted by the
state); sales of raw and
auxiliary materials for tire
production Automobile and
construction machinery spare
parts sales; tire development
and related technical
consultation; business
management consulting;
housing, equipment leasing;
warehousing services
(excluding dangerous
chemicals such as flammable
and explosive)
Production and sales of urea,
compound fertilizer, liquid
carbon dioxide, formic acid,
ammonium sulfate, yuanming
powder, oxalic acid, sulfur,
synthetic ammonia, industrial
methanol, liquefied methane
(production of hazardous
chemicals should be obtained
after production license);
organic-inorganic Production
Guangxi Hechi
and sales of compound
7 Chemical Co., 000953.SZ 34,026.0127 11.02%
Ltd. fertilizers, organic fertilizers,
bio-organic fertilizers,
compound micro-fertilizers,
etc.; operation of feed
processing and “three to one
supplement” business; painting
engineering, construction and
construction of anti-corrosion,
metal plating; road ordinary
cargo transportation;
Production of plastic
packaging for food (only for
19
Name of the Registered Shareholding
No. Ticker Main Business
Listed Company Capital Proportion
the lease of Guangxi Hechi
Jinsu Co., Ltd. production and
operation project), coal
purchase and sale
Chassis suspension system
special shock absorbing
Shanghai components and control
8 Carthane Co., 603037.SH 10,582.37 system development, 9.68%
Ltd. production and sales of
lightweight pedal assembly
products
Tires for automobiles,
9 Pirelli & C. SpA PIRC - 45.52%
motorcycles and bicycles
Silicon-based materials and
10 Elkem ASA ELK - 58.20%
metal silicon alloys
Note: On October 18, 2019, China Blue Star (Group) Co., Ltd. issued the exchangeable corporate bonds
(the first Period) by making A shares of Adisseo held by itself as a target stock.
China Bluestar (Group) Co., Ltd. has taken its legally owned 680,000,000 Bluestar Adisseo A shares
(accounting for 25.36% of the total share capital) as guarantees and trust properties and has processed
guarantees and trusts registration procedures according to laws and regulations. Therefore, the
aforementioned shares are not included in the shareholding of Bluestar Adisseo held by ChemChina.
2. Cases in which the acquiring company, its controlling shareholder and actual
shareholder hold more than 5% of the shares of any financial institutions
As of the signing date of the report, the acquiring company did not hold any shares of
financial institutions.
As of the signing date of the report, CNAC, the controlling shareholder of the
acquiring company did not hold any shares of financial institutions.
As of the signing date of the report, ChemChina directly and indirectly holds more
than 5% of the shares of financial institutions as follows:
Unit: 10,000 RMB yuan
Name of the Shareholding
No. Registered Capital Main Business
Company Proportion
Handling financial and
ChemChina
financing consultants, credit
1 Finance 84,122.5 100%
certificates and related
Corporation
consulting and agency services
20
Name of the Shareholding
No. Registered Capital Main Business
Company Proportion
to member units; assisting
member units in realizing the
payment and payment of
transaction funds; approved
insurance agency business;
providing guarantees to member
units; handling entrusted loans
between member units And
entrusted investment; handling
bill acceptance and discounting
for member units; handling
internal transfer settlement
between member units and
corresponding settlement and
clearing plan design; absorbing
deposits from member units;
handling loans and financing
leases for member units;
engaging in interbank lending;
Underwriting member
companies' corporate bonds and
fixed income portfolio securities
investments. (Enterprises shall
independently select operating
projects and carry out business
activities according to law;
projects that are subject to
approval according to law shall
be subject to the approval of
relevant departments to carry
out business activities; they
shall not engage in the business
activities of the city's industrial
policy prohibition and
restriction projects)
II. Overview of the Person Acting in Concert
(I) About Sanonda Holding Co., Ltd.
Name of the Acquiring
Jingzhou Sanonda Holding Co., Ltd
Company
Legal Representative Chen Hongbo
Registered Capital RMB 276.375286 million yuan
21
Registered Address No. 93 Beijing Donglu Road, Shashi District
Limited Liability Company (Taiwan, Hong Kong or Macau and
Type of Businesses
Domestic Joint Venture)
Shareholders and Their CNAC International Co., Ltd 87.08%
Shareholding Proportion China Agricultural Development Fund Co., Ltd. 12.92%
Unified Social Credit
914210001789877892
Code
Sales of mechanical equipment and accessories, general machinery,
metal materials, office supplies, advertising consumables,
packaging materials, chemical products (excluding hazardous
chemicals); advertising planning, design, production agency,
Business Scope publishing; copying, typing; own house rental. (Involving the
license business project, it should be approved by the relevant
department before it can operate) (The above projects do not
involve special management measures for foreign-invested
enterprises)
Operation Period From July 23rd, 1996 to Dec. 14th, 2044
Address No. 93, Beijing Donglu Road, Shashi District
Contact 010-82677835
(II) Equity Control of the Controlling and Actual Shareholders of Sanonda Holding
Co., Ltd.
As of the signing date of the report, CNAC indirectly holds 87.08% shares of Sanonda
Holdings through its wholly-owned subsidiary, CNAC International Co., Ltd.
CNAC International Co., Ltd is the controlling shareholder of the person acting in
concert and SASAC is its actual controller. The equity control relationship between the
controlling and the actual shareholder of the person acting in concert is shown in the
following figure.
22
Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s
Republic of China", SASAC transferred 10% shares of ChemChina held by itself to the Social Security
Foundation.
As of the signing date of the report, the change to the business registration for the above-mentioned
transfer have not yet completed.
(III) Major Subsidiaries and Their Main Businesses of the Controlling Shareholder or
the Actual Controller of Sanonda Holding
CNAC International, the controlling shareholder of Sanonda Holding, is a
wholly-owned subsidiary of ChemChina Group. The major subsidiaries and their main
businesses of ChemChina as of the signing date of the report are listed in “(III) Major
Subsidiaries and Their Main Businesses of the Controlling Shareholder or the Actual
Controller of the Acquiring Company” of “I Overview of the Acquiring Company” in
“Chapter 2 Introduction of the Acquiring Company and its Person Acting in Concert”.
(IV) Business Development and Finance Overview of Sanonda Holding
1. Main Business
23
Sanonda Holdings was incorporated on July 23, 1996. It is registered as No. 93 Beijing
Donglu Road, Shashi District. Its business scope is "mechanical equipment and accessories,
general machinery, metal materials, office supplies, advertising consumables, packaging
materials, chemical products (Sales of dangerous chemicals are not included; advertising
planning, design, production agency, publishing; copying, typing; own house rental.
(Involving licensing projects, they should obtain permission from relevant departments
before they can operate) (The above projects do not involve special management measures
for foreign-invested enterprises.)
2．Summary of Financial Statements for the Last Three Years
As of the signing date of this report, the main financial data for the last three years of
Sanonda Holdings are as follows.
Unit: 10,000 RMB yuan
Balance Sheet Dec. 31st, 2018 Dec. 31st, 2017 Dec. 31st, 2016
Total Assets 131,928.79 210,737.74 307,957.52
Total Liabilities 59,886.43 79,653.80 118,674.34
Owners’ Equity 72,042.37 131,083.94 189,283.18
Equity Attributed to the Parent Company 72,042.37 131,083.94 29,179.30
Debt Asset Ratio 45.39% 37.80% 38.54%
Profit and Loss 2018 2017 2016
Revenue 9.05 18.33 185,474.59
Net Income 1,280.78 -471.04 -7,941.37
Net Income Attributed to the Parent
1,280.78 -471.04 -1,993.35
Company
ROE 1.26% - -
Note 1: The financial data for the last three years mentioned above was audited.
Note 2: Asset-liability ratio = total liabilities / total assets
Note 3: ROE = net profit attributed to owners of the parent company / [(owners’ equity
attributed to the parent company at the ending period + owners’ equity attributed to the
parent company at the beginning period) /2].
(V) Holding Directors, Supervisors and Senior Management of Sanonda
As of the signing date of the report, the basic information of the controlling board directors,
supervisors and senior management members of Sanonda Holdings is as follows.
24
Whether to
obtain the
Previously residency
Long-term
Name Used Positions Nationality right of
Residency
Names other
countries or
regions
Chen Chairman of the Board and
None PRC PRC No
Hongbo General Manager
Zhang
None Board Director PRC PRC No
Xiaowei
Xie
None Board Director PRC PRC No
shaolan
Zhao
None Board Director PRC PRC No
Junyi
(VI) Punishment, Major Lawsuits or Arbitration of Sanonda Holdings and its Board
Members, Supervisors and Senior Management Members in the Past Five Years
As of the signing date of the report, Sanonda Holdings, its directors, supervisors, and
senior management personnel have not been subject to administrative penalties (except
those that are clearly unrelated to the securities market) and criminal penalties, or involved
in any major civil lawsuits or arbitrations related to economic disputes that should be
disclosed in accordance with the standards required by the Rules for Listed Companies
within the last five years.
(VII) Cases in which Sanonda Holdings, its controlling shareholder and the actual
controller have interests in other domestic or overseas listed companies accounting for
or exceeding 5% of the issued shares of the company, and in which they hold more
than 5% of the shares of any financial institutions
1. Cases in which Sanonda Holdings, its controlling shareholder and actual
controller have interests in other domestic and overseas listed companies accounting for
or exceeding 5% of the issued shares of the company
As of the signing date of the report, Sanonda Holdings has no interests in other listed
companies in China and overseas except for ADAMA.
Please refer to “1. Cases in which Sanonda Holdings, its controlling shareholder and
actual controller have interests in other domestic and overseas listed companies
accounting for or exceeding 5% of the issued shares of the company” under “(VII) Cases
25
in which Sanonda Holdings, its controlling shareholder and the actual controller have
interests in other domestic or overseas listed companies accounting for or exceeding 5% of
the issued shares of the company, and in which they hold more than 5% of the shares of any
financial institutions” in “Chapter 2 Introduction on the Acquiring Company and its
Person Acting in Concert” for detailed cases in which ChemChina directly and indirectly
holds more than 5% shares of other listed companies at home and abroad As of the signing
date of the report.
2. Cases in which Sanonda Holdings, its controlling shareholder and actual
controller hold more than 5% of the shares of any financial institutions
As of the signing date of the report, Sanonda Holdings did not hold any shares of
financial institutions.
Please refer to “2. Cases in which the acquiring company, its controlling shareholder
and actual shareholder hold more than 5% of the shares of any financial institutions”
under “(VII) Cases in which Sanonda Holdings, its controlling shareholder and the actual
controller have interests in other domestic or overseas listed companies accounting for or
exceeding 5% of the issued shares of the company, and in which they hold more than 5% of
the shares of any financial institutions” in “Chapter 2 Introduction on the Acquiring
Company and its Person Acting in Concert” for detailed cases in which ChemChina
directly and indirectly holds more than 5% shares of any financial institutions as of the
signing date of the report.
26
Chapter 3 Decision Making and Purpose of the
I. Purpose of the Acquisition
In order to deepen the reform of state-owned enterprises and optimize resource
allocation, ChemChina Agricultural Science and Technology will receive 74.02% shares of
ADAMA held by CNAC through the free transfer of state-owned equity rights.
II. The Shareholding Plan of the Acquiring Company and its Person Acting in
Concert in the Next 12 Months
As of the signing date of the report, the acquiring company and its person acting in
concert have no plan to increase or dispose shares of the listed company in the next 12
months, except for the shares of the listed company to be acquired as disclosed in the
report.
However, it does not rule out the increase or decrease of ADAMA shares due to the
business merger, capital operation and other matters of the acquiring company.
If such case happens, the acquiring company and its person acting in concert shall
perform their obligation of information disclosure in a timely manner in compliance with
the requirements of relevant laws and regulations.
III. Relevant Procedures Fulfilled during the Acquisition
(I) Relevant Procedures Already Fulfilled
On December 30, 2019, ChemChina issued the “Notice on the Transfer of State-owned
Equities of ADAMA Ltd. for Free”, approving CNAC to transfer 1,810,883,039 ADAMA
shares of its own to the acquiring company free of charge.
On December 31st, 2019, the executive director of CNAC signed the "Decision of the
Executive Director of CNAC on the Transfer of Shares" and agreed that the company would
transfer 74.02% ADAMA shares held by itself to the acquiring company free of charge.
On December 31st, 2019, ChemChina signed the "Shareholders' Decision by CNAC of
ChemChina Group on the Transfer of Shares" and agreed that CNAC would transfer 74.02%
27
ADAMA shares to the acquiring company for free.
On December 31st, 2019, the acquiring company convened the third meeting of the first
session of its board of directors, and agreed that, as the transferee, it would receive 74.02%
ADAMA shares held by CNAC free transfer.
On December 31st, 2019, all shareholders of the acquiring company convened the
second extraordinary general meeting of shareholders for 2019, and agreed that the
acquiring company, as the transferee, would receive 74.02% ADAMA shares held by
CNAC free of charge.
On January 5th, 2020, the acquiring company and CNAC signed the "Agreement on
Share Transfer”.
(II) Approval Procedures to be Fulfilled for the Acquisition
According to the relevant provisions of the "Acquisition Measures", this acquisition still
needs the consent of CSRC to exempt the acquiring company from the obligation of tender
offer.
Chapter 4 Acquisition Structure
28
I. Shares of Listed Companies Held by the Acquiring Company and its Person Acting
in Concert
Prior to the acquisition, the acquiring company did not directly or indirectly hold
shares of the listed company. Sanonda Holdings, the person acting in concert, holds
119,687,202 shares of the listed company, accounting for 4.89% of its total equity.
After the acquisition, the acquiring company will directly hold 1,810,883,039 shares
of the listed company, accounting for 74.02% of the total. Then, it will become the
controlling shareholder of the listed company, and the shareholding status of the person
acting in concert, namely Sanonda Holdings, will remain unchanged.
(I) the Shareholding Structure before the Acquisition
SASAC
100%
ChemChina
CNAC
100%
100%
100%
99%
Maidao
CNAC International
1%
74.02% 87.08%
The Acquiring Company Jingzhou Sanonda Holding
4.89%
ADAMA Ltd.
Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s
Republic of China", SASAC transferred 10% shares of ChemChina held by itself to the Social Security
Foundation.
As of the signing date of the report, the change to the business registration for the above-mentioned
transfer have not yet completed.
29
(II) Equity Structure after the Acquisition
SASAC
100%
ChemChina
100%
CNAC
100%
100%
99% CNAC International
Maidao Agrochemical
1% Syngenta Group Co., Ltd. 87.08%
Sanonda Holding
74.02%
4.89%
ADAMA Ltd.
Note: According to the "Property Registration Certificate of State-owned Enterprises of the People’s
Republic of China", SASAC transferred 10% shares of ChemChina held by itself to the Social Security
Foundation.
As of the signing date of the report, the change to the business registration for the above-mentioned
transfer have not yet completed.
II. Transaction Agreement Involved in the Acquisition
(I) Signing Parties and Time
The state-owned equity is transferred from CNAC to ChemChina (Shanghai)
Agricultural Science and Technology Co., Ltd. (The name has changed to Syngenta Group
Co., Ltd.)
The agreement of the transfer is signed on Jan.5th, 2020.
(II) Main Contents of the Agreement
1． Transfer Method
30
It will be a free transfer.
2. Transferred Shares and the Base Date
The transferred shares are 1,810,883,039 shares of the ListCo. held by CNAC,
accounting for 74.02% of the total capital of the listed company.
The base date for this free transfer is December 31st, 2018.
3. Liabilities and Employees
After the completion of this transfer, the original claims, debts and contingent
liabilities (including guarantees, mortgages, pledges, liens, etc...) of the listed company will
continue to be borne by itself. The transfer does not involve staff relocation and
resettlement; the employment of the existing employees of the listed company will not be
adjusted due to the transfer.
4. Condition Precedent
The agreement should be signed and sealed by the authorized representatives of both
parties and approved by (1) the authorized institution of the state-owned assets authorities
or the authorized institutions of the state-owned assets authorities, and (2) approved by
CSRC to exempt the obligation of the tender offer.
III. Approval Procedures Already Fulfilled and Still to be Fulfilled
(I) Approval Procedures Already Fulfilled
On December 30, 2019, ChemChina issued the “Notice on the Transfer of State-owned
Equities of ADAMA Ltd. for Free”, approving CNAC to transfer 1,810,883,039 ADAMA
shares of its own to the acquiring company free of charge.
On December 31st, 2019, the executive director of CNAC signed the "Decision of the
Executive Director of CNAC on the Transfer of Shares" and agreed that the company would
transfer 74.02% ADAMA shares held by itself to the acquiring company free of charge.
On December 31st, 2019, ChemChina signed the "Shareholders' Decision by CNAC of
ChemChina Group on the Transfer of Shares" and agreed that CNAC would transfer 74.02%
ADAMA shares to the acquiring company for free.
31
On December 31st, 2019, the acquiring company convened the third meeting of the first
session of its board of directors, and agreed that, as the transferee, it would receive 74.02%
ADAMA shares held by CNAC free transfer.
On December 31st, 2019, all shareholders of the acquiring company convened the
second extraordinary general meeting of shareholders for 2019, and agreed that the
acquiring company, as the transferee, would receive 74.02% ADAMA shares held by
CNAC free of charge.
On January 5th, 2020, the acquiring company and CNAC signed the "Agreement on
Share Transfer”.
(II) Approval Procedures to be Fulfilled for the Acquisition
According to the relevant provisions of the "Acquisition Measures", this acquisition still
needs the consent of CSRC to exempt the acquiring company from the obligation of tender
offer.
IV. Restrictions on the Rights of Shares of Listed Companies Held by the Acquiring
Company and its Person Acting in Concert
As of the signing date of the report, CNAC directly holds 1,810,883,039 shares of the
listed company, accounting for 74.02% of its total equity; according to the shareholding
commitment of CNAC, these shares are currently locked and the restriction for sales will
expire on August 2nd, 2020. Except the case mentioned above, there is no other restriction
of rights such as pledge and judicial freezing, etc. for this free transfer.
As of the signing date of the report, Sanonda Holdings directly holds 119,687,202
shares of the listed company, accounting for 4.89% of its total equity. The shares mentioned
above are floating stock and there are no restrictions on pledge, judicial freeze and other
restrictions of rights.
As this acquisition is a free transfer between subsidiaries of ChemChina, it belongs to
the exception of the commitment made by CNAC for the restricted sales of shares.
Therefore, the restriction does not affect the acquisition. The acquiring company has
promised to continue to fulfill what CNAC had been committed in locking the sales of
32
1,810,883,039 shares of the listed company during the remaining period.
V. Other Relevant Arrangements
According to the "Performance Compensation Agreement" signed by CNAC and the
ListCo as well as requirements of relevant laws and regulations, CNAC shall fulfill its
commitment of performance compensation for the previous major asset restructuring.
If the performance compensation obligation is activated, CNAC will first perform the
compensation obligation with ADAMA shares held by itself and make up the total amount
in cash if there is any shortfall.
As of the signing date of the report, the above-mentioned compensation commitments
are still valid within the performance period. The acquisition is an internal free transfer of
assets within ChemChina and therefore, the acquiring company has promised to continue to
fulfill the relevant obligations CNAC is bearing according to the Performance
Compensation Agreement.
Chapter 5 Other Major Issues
33
This change in equity was realized through a free transfer of state-owned shares and did
not involve the delivery of funds.
34
Chapter 6 Follow-up Plans
I. Plans to Change or Adjust the Main Business of the Listed Company within the Next
Twelve Months
As of the signing date of this report, the acquiring company and its person acting in
concert have no plan to change or adjust the main business of the listed company within the
next 12 months.
II. Plans to Dispose or Restructure Major Assets and Business of the Listed Company
and its Subsidiaires within the Next Twelve Months
As of the signing date of this report, the acquiring company and its person acting in
concert do not have plans to dispose or restructure major assets and business of the listed
company and its subsidiaries within the next 12 months.
If assets and business restructuring are required in the future based on the actual
situation of the listed company, the acquiring company and its person acting in concert will
perform the corresponding legal procedures and information disclosure obligations in
accordance with relevant laws.
III. Plans or Proposals on Ajustment of the Board and Management
Team of the Listed Company
The acquiring company and its person acting in concert plan to adjust the current board
and senior management of the ListCo. as follows:
In order to facilitate management, Mr. Yang Xingqiang, chairman of the ListCo., intends
to resign from his current position in the board. Mr. Chen Lichtenstein plans to give up his
positions as the president and CEO but sustain to be a board director.
Chen is to be nominated as the chief financial officer of ChemChina Agricultural
Science and Technology.
35
In addition, the acquiring company intends to recommend Mr. Erik Fyrwald as a
candidate for a board director and chairman of the ListCo. after the completion of the free
transfer. Mr. Ignacio Dominguez, currently joint CCO of ADAMA Agricultural Solutions Ltd.,
a wholly-owned subsidiary of the company, is to be nominated as the CEO of the ListCo.,
and Mr. Aviram Lahav, the current CFO of the ListCo. and ADAMA Agricultural Solutions
Ltd., is to be nominated as deputy CEO of the ListCo.
Relevant successors will be nominated by the ListCo. in accordance with the relevant
corporate governance rules as well as the decision-making and disclosure procedures of the
board of directors and the shareholders’ meeting.
Mr. Erik Fyrwald is currently the CEO, Executive Director of Syngenta and Chairman of
Syngenta Sustainable Agriculture Foundation as well as a member of the board of directors of
CropLife International, Swiss-American Chamber of Commerce, Bunge Limited, and Eli
Lilly & Co.
Eric previously served as President and CEO of Univar, General Manager of Ecolab,
Chairman, CEO and General Manager of Nalco, and Deputy General Manager of DuPont
Agriculture and Nutrition.
He was graduated from the University of Delaware with a bachelor's degree in chemical
engineering and studied advanced management programs at Harvard Business School.
Mr. Ignacio Dominguez is the current CCO of ADAMA and has been with ADAMA for
more than a decade. Prior to joining ADAMA, Ignacio held various management positions in
companies such as Syngenta and American Cyanamid, boasting more than 20 years of
experience in the agrochemical industry. He holds a master's degree in physics from
Complutense University of Madrid.
Mr. Aviram Lahav is currently the chief financial officer of the ListCo. For his resume,
please refer to the annual report.
In addition to the above-mentioned adjustment, the acquiring company and its person
acting in concert will comply with relevant laws and regulations to perform necessary legal
procedures and fulfill information disclosure obligation if both parties intend to adjust the
composition of the board of directors and senior management team of the ListCo.
36
IV. Plans to Change the Code of Conduct and Regulations of the
Listed Company
As of the signing date of the report, the acquiring company and its person acting in
concert have no plan to modify the Articles of Association of the ListCo. If it is to be
modified in the future based on the development needs of the company, the acquiring
company and its person acting in concert will strictly comply with relevant laws and
regulations and perform the necessary legal procedures and information disclosure
obligations
V. Plans on Major Changes of Staff Hirring
As of the signing date of the report, the acquiring company and its person acting in
concert do not have plans to make significant changes to the existing employment plan of the
listed company.
VI. Major Changes on the Divident Policies of the Listed Company
As of the signing date of the report, the acquiring company and its person acting in
concert do not have plans to adjust the dividend policy of the listed companies.
VII. Other Plans of Significant Impact on the Business and
Organizational Structure of the Listed Company
As of the signing date of the report, the acquiring company and its person acting in
concert do not have any other adjustment plans of significant impact on the business and
organizational structure of the listed company.
37
Chapter 7 Influence Analysis on the Listed Company
I. Influence of the Acquisition on the Independency of the Listed
Company
When the acquisition completes, the acquiring company will become the controlling
shareholder of ADAMA, which operates independently.
ADAMA is independent of the acquiring company in terms of personnel, assets, finance
and institution. And it remains independent in procurement, production, sales, and intellectual
property rights.
In order to maintain the independence of ADAMA’s operation and guarantee the
legitimate rights and interests of other shareholders, ChemChina promised as follows,
"The free transfer will not affect the independence of ADAMA in terms of personnel, assets, finance,
business, organization and other aspects. When it completes, ADAMA will continue to maintain a
complete system comprised of procurement, production and sales and has independent intellectual property
rights.
The Group and our affiliates will continue to maintain ADAMA’s independence in terms of personnel,
assets, finance, business and institution to ensure that it is capable of operating in the agrochemical market
of China.
The Group will continue to abide by relevant provisions of the ‘Company Law of the People ’s
Republic of China’ and the ‘Securities Law of the People ’s Republic of China’ to avoid engaging in any
behavior that affects the independence of ADAMA. It is hereby committed.”
II. Impact of the Acquisition on Peer Competition for the ListCo.
In order to prevent peer competition among ADAMA and ChemChina and other
subsidiaries and protect interests of the company as well as its minority shareholders, the
Group issued the "Supplementary Commitment Letter for the Prevention against Peer
Competition with ADAMA Limited”. The main ideas of the Letter are briefed as follows.
1. Companies controlled by the Group that may involve in or constitute peer competition
against ADAMA
38
As of October 12th, 2016, on which the commitment letter for avoiding peer competition
was issued, other subsidiaries controlled by the Group, which are engaged in the pesticide
business and compete with ADAMA are listed as follows.
Business
that may
be
Name of Major Major involved
Main Type of
the CP Formulation Customers in peer
Business Products
Company Products Products competit
ion
against
ADAMA
Jiangsu Pesticide Pymetrozi Etosulfuron, Herbicid AI: Other Herbicid
Maidao Producti ne, Dicloquinac, es, Pesticide es and
Agro-chemi on and Buprofezi Glyphosate, Insectici Companies; Insecticid
cal Co., Ltd, Sales ne, Acetochlor, des, Formulations: es
Jiangsu Endosulfa Bensulfuron-me Fungicid Distributors
Anpon n, thyl, es, Plant
Electroche Carbenda Pymetrozine, Growth
mical Co., zim and Thiazinone, Regulato
Ltd, and Ethephon Monosultap, r
Huaihe Bisultap,
Chemical Dichlorfen,
Co., Ltd. Endosulfan,
Imidacloprid,
Dimethoxam,
Carbendazim,
Triazolone,
Tricyclazole,
Benomyl,
Azoxystrobin,
Ethephon,
Thiabenzuron,
Hydroxyene
adenine
Anhui Pesticide Oxadiazo Clomazone, Herbicid AI: Herbicid
Petrochemic Producti n and Nicosulfuron, es, Self-consump es and
al Co., Ltd. on and Nicosulfu Trimethoprim, Insectici tion; Insecticid
Sales ron Butachlor, des and Formulations: es
Avermectin, Fungicid Distributors
Lambda-cyhalo es
thrin,
Beta-cypermeth
rin and
39
Azoxystrobin
Jiamusi Pesticide None 2,4-D, 2 methyl Herbicid Formulations: Herbicid
Heilong Formulat 4-chloride, es Distributors es
Pesticides ion Acetochlor,
Co., Ltd. Producti Oxadiazon,
on and Sulfamethoxam
Sales , Quinacloline,
Imazatolynic
acid,
Fenacetone,
Profenazine
As of the date on which this Supplementary Commitment Letter for Avoiding Peer
Competition, (1) Jiangsu Anpon Electrochemical Co., Ltd. (hereinafter referred to as "Anpon")
has absorbed Jiangsu Maidao Agrochemical Co., Ltd. (hereinafter referred to as "Maidao").
Anpon sustains as the consolidated entity and Maidao was dissolved;
(2) The Group has transferred 100% equity of Anpon held by itself to ADAMA, making
the former a wholly-owned subsidiary of the latter;
(3) Jiangsu Huaihe Chemical Co., Ltd. (hereinafter referred to as "H&H") has no longer
been engaged in pesticide business;
(4) The Group has transferred its entire equity interest in Jiamusi Heilong Pesticide Co.,
Ltd. (hereinafter referred to as “Heilong”) to a third party, making Heilong no longer a
subsidiary.
2. Other companies that have peer competition against ADAMA
（1）Syngenta A.G.
The Group’s acquisition of Syngenta AG has successfully implemented, and the transfer
of relevant equity has concluded. Syngenta's business is divided into plant protection, seeds,
lawn and horticulture. Its plant protection business products include fungicides, insecticide,
herbicides, seed dressing and other agrochemicals.
Based on a preliminary review, the Group believes that Syngenta and ADAMA may
have peer competition to some extent. It will further analyze, confirm and specify if the two
companies share the same or similar businesses and products in terms of business content,
40
suppliers and customers, product substitution, processes and core technologies and
distribution channels, etc.
If the result shows positive, the Group will gradually resolve the issue of peer
competition in accordance with the following commitments in this Letter.
（ 2 ） China Fertilizer (Holdings) Company Limited (hereinafter referred to as
“Sinofert.”)
According to the "Share Transfer Agreement" signed by ChemChina (Shanghai)
Agricultural Science and Technology Co., Ltd and Sinochem Hong Kong (Group) Co., Ltd.
on January 5th, 2020, the Group will obtain 3,698,660,874 Sinofert shares, accounting for
52.65% of the existing issued equity of the holding company through a wholly-owned
oversea subsidiary.
According to the "Explanation on the Business Scope of China Fertilizer (Holdings)
Company Limited” issued by Sinofert, it generated 204 million yuan from pesticide sales in
2018, accounting for 0.88% of the total revenue of its own and equal to 0.79% of ADAMA's
revenue from the crop protection business during the same period. Namely, its crop
protection business is small in size.
（3）Sinochem Agriculture Holdings Co., Ltd.
According to the "Share Transfer Agreement" signed by ChemChina (Shanghai)
Agricultural Science and Technology Co., Ltd and Sinochem Hong Kong (Group) Co., Ltd.
on January 5th, 2020, the Group will obtain 100% equity of Sinochem Agriculture Holdings
Co., Ltd. through ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd.
According to the "Explanation on the Business Scope of Sinochem Agriculture
Holdings Co., Ltd.” issued by Sinochem Agriculture Holdings Co., Ltd., its sales income
from pesticides was about 15 million RMB yuan, accounting for 1.70% of its total income
and equal to 0.06% of ADAMA’s revenue from crop protection business. Namely, the size of
its entire business is small.
As the Group's acquisition of Sinofert and Sinochem Agriculture has not yet been
completed, it is temporarily impossible to assess whether the two companies have peer
competition against ADAMA.
III. Commitment and Agenda to Solve the Issue of Peer Competition
41
The Group continues to fulfill its original commitments. It has already solved the
competition among ADAMA and Maidao, Anpon, H&H and Heilong.
And it will keep taking appropriate measures to resolve the same issue between
ADAMA and Anhui Petrochemical Co., Ltd. within four years after ADAMA buys 100%
shares of ADAMA Agricultural Solutions Ltd. through the issuance of shares to CNAC and
finishes the raising of supporting finance in accordance with the original commitments as
well as various the requirements of securities laws and regulations and industry policies.
In view of the possible peer competition between ADAMA and Syngenta, the Group
promises that if it is confirmed that the two compete with each other after analysis, the Group
will gradually solve the issue within 5 years after the issuance of this Letter by taking
appropriate measures, including but not limited to internal asset restructuring, industrial
planning and business structure adjustment, technology transformation and product upgrading,
market segmentation or other feasible solutions in accordance with the requirements of
securities laws and regulations and industry policies.
In view of the fact that the Group's acquisition of Sinofert and Sinochem Agriculture has
not yet been concluded, it is not yet possible to confirm whether there is specific competition
against ADAMA.
Once the transaction concludes, the Group promises that after the transfer of the two
companies’ equity, it will analyze if there are identical or similar businesses among the three
subsidiaries.
If any potential competing business or product is found, the Group will then propose
corresponding solutions for any business or product that constitutes competition in
accordance with the requirements of applicable laws, regulations and regulations to solve the
issue of peer competition.
IV. Other Commitments for Avoiding Peer Competition
Except companies mentioned above, the main business of the Group and its other
subsidiaries is not the same or similar to that of ADAMA.
V. Commitment for Potential Peer Competition that the Pesticide Business Development
may Confront with in the Future
42
The Group will continue to take effective measures to prevent itself and its other
subsidiaries from adding new businesses in the future that are the same as or similar to those
of ADAMA.
If the Group or any of its other subsidiaries develops related businesses that constitutes
peer competition against the domestic business of ADAMA in the future, it will actively take
relevant measures, including but not limited to asset restructuring, adjustment of industrial
planning and business structure, technological transformation and Product upgrades, market
segmentation and other feasible solutions, so that each enterprise will be different in their
portfolio and end users and avoid and eliminate the peer competition against ADAMA.
From the effective date of this Letter, if the Group violates the above commitments, it
should compensate ADAMA for the losses or expenses suffered or incurred by the violation.
This Letter of Commitment will take effect on the date on which the free transfer of
shares concludes. It remains valid and cannot be changed or revoked during the period when
the Group is an indirect controlling shareholder of ADAMA.
It is hereby committed.
VI. Impact of the Acquisition on the Related Party Transaction of the ListCo.
Prior to the acquisition, there was no related party transactions that should be disclosed
but not disclosed among the acquiring company, its person acting in concert and other
companies controlled by ChemChina Group.
After the completion of the acquisition, if the acquiring company, its person acting in
concert and other companies controlled by the Group have connected transactions with the
ListCo., then such transactions will be in compliance with the Listing Rules, the Articles of
Association and other relevant provisions, and at the same time the relevant information
disclosure obligations will be performed in a timely manner.
ChemChina Group has issued the following commitments regarding the arrangements
for regulating related party transactions:
"The Group will continue to avoid and reduce the related party transaction with
ADAMA in accordance with laws, regulations and other regulatory documents.
For related party transactions, if there is any, which cannot be avoided or justified by
43
concrete evidence, the Group will keep following principles of fairness, justice and openness
to sign any agreement with ADAMA in accordance with the law, perform relevant procedures,
fulfill its own information disclosure obligations and complete all necessary approval
procedures in compliance with relevant laws and regulations, so that the legal rights of both
ADAMA and its other shareholders will not be compromised.
It is hereby committed.”
44
Chapter 8 Major Transactions with the Listed Company
I. Major Transactions with the Listed Company and its
Subsidiaires
Within 24 months before the signing date of the report, the acquiring company, its directors,
supervisors and senior managers as well as the ListCo and its subsidiaries have not had any transaction
with a total amount exceeding 30 million yuan or worth more than 5% of the net assets of their recently
audited and consolidated financial statements.
The acquiring company and its person acting in concert have transactions between related parties for
daily operation within the 24 months before the signing date of the report, which have been disclosed in
accordance with relevant regulatory requirements.
In addition to these above-mentioned transactions, there has been no transactions with a total amount
exceeding 30 million yuan or worth more than 5% of the net assets of the recently audited and
consolidated financial statements among Sanonda Holdings, which is the person acting in concert of the
ListCo., and its directors, supervisors, senior managers, and the ListCo. and its subsidiaries.
II. Major Transactions with the Directors of the Board, the
Supervisors and Executives of the Listed Company
Within 24 months before the signing date of the report, there has been no transactions with a total
amount exceeding 50,000 yuan among the acquiring company and its directors, supervisors, senior
management, its person acting in concert Sanonda Holdings and its directors, supervisors, senior
management and directors, supervisors and senior management of the ListCo.
III. Compensation or Similar Arrangements for the Directors of
the Board, the Supervisors and Executives of the Listed Company to
be Replaced
Within 24 months before the signing date of the report, the acquiring company and its
directors, supervisors, senior management personnel, person acting in concert, namely
Sanonda Holdings and its directors, supervisors and senior management personnel did not
45
pay any compensation to any directors, supervisors and senior managers or have any other
similar arrangement.
IV. Contracts, Tacit Agreement or Arrangements of Significant
Impact on the Listed Company
As of the signing date of the report, the acquiring company and its directors, supervisors, senior
management personnel, person acting in concert, namely Sanonda Holdings and its directors, supervisors,
and senior management personnel have not been signing or engaged in any contract, tacit agreement or
other similar arrangement that may trigger significant impact on the ListCo.
46
Chapter 9 Share Trading of the Recent Six Months
I. Purchase and Sales of Shares of the Listed Company by the Acquiring Company and
its Person Acting in Concert
The acquiring company and its person acting in concert have not traded ADAMA stocks through
securities transactions on the stock exchange within six months before the occurrence date of the
acquisition.
II. Purchase and Sales of Shares of the Listed Company by the Directors of the Board,
the Supervisors, Senior Executives and their Immediate Families of the Acquirer and
Its Person Acting in Concert
The directors, supervisors, senior management personnel and their immediate family members of the
acquiring company and its person acting in concert did not buy or sell ADAMA shares within six months
before the occurrence date of the acquisition.
47
Chapter 10 Financial Materials of the Acquiring
and its Person Acting in Concert
I. Financial Materials of the Acquirer and its Controlling Shareholder
The acquiring company was established on June 27th, 2019. As of the signing date of the
report, it has not yet formed up any annual financial statements.
The financial statements of CNAC, the acquiring company's controlling shareholder is
as follows.
(I) Auditing Status of Financial Statements in the Last Three Years
The financial statements of CNAC for 2016, 2017 and 2018 have been audited, and an
qualified audit report with no unqualified opinion was issued by an accounting firm with
securities and futures qualifications.
(II) Financial Statements in the Last Three Years
1. Consolidated Financial Statements
（1）the Balance Sheet
Unit: 10,000 RMB yuan
st
Item Dec.31st, 2018 Dec. 31 , 2017 Dec.31st, 2016
Cash at bank and on hand 2,056,308.96 2,120,553.60 565,454.38
Financial Assets at Fair Value through
14,653.29 13,768.59 47,358.85
Profit or Loss
Derivative Financial Assets 51,772.60 45,515.30 -
Notes Receivable 50,665.75 133,877.08 81,333.36
Accounts Receivable 641,337.66 519,917.43 554,028.13
Prepayments 43,893.79 27,754.27 33,159.88
Interest Receivable 73,040.94 31,402.20 -
Other Receivables 347,690.19 442,559.15 776,921.61
Dividend Receivable 524.00 - 151.92
Inventories 963,121.84 791,345.52 794,654.14
Assets Classified as Held for Sale 1,024.94 40,329.70 -
Non-current Assets due within One Year 4.80 4.60 4.86
Other Current Assets 92,621.31 68,176.57 327,949.07
Total Current Assets 4,336,660.07 4,235,204.03 3,181,016.21
48
Item Dec.31st, 2018 Dec. 31st, 2017 Dec.31st, 2016
Financial Assets Held for Trading 4,817,680.00 4,655,134.40 7,812.59
Investment in Other Equity Instruments 9,155.90 - -
Long-term accounts receivable 15,760.00 19,296.80 20,764.80
Long-term Equity Investments 10,835.00 10,238.30 10,428.39
Investment Property 409.40 440.80 472.25
Fixed Assets 969,490.11 957,336.28 1,030,245.49
Construction in progress 63,175.48 99,303.61 75,664.50
Construction Materials 475.86 5,573.98 11,689.57
Disposal of Fixed Assets 1,489.13 277.86 92.03
Intangible Assets 589,292.03 426,958.10 527,104.62
Goodwill 408,594.50 389,009.70 454,230.21
Long-term Deferred Expenses 1,831.65 1,118.86 1,284.36
Deferred Tax Assets 76,657.93 93,682.16 68,622.04
Other Non-current Assets 50,477.42 29,165.31 49,670.27
Total Non-current Assets 7,015,324.40 6,687,536.15 2,258,081.12
Total Assets 11,351,984.47 10,922,740.18 5,439,097.33
Short-term Loans 673,586.47 1,275,535.22 694,018.23
Financial Liabilities Held for Trading - - 74,771.84
Derivative Financial Liabilities 145,167.00 78,905.00 -
Bills Payable 53,023.18 36,120.30 42,908.92
Accounts Payable 476,318.89 441,163.97 401,102.71
Advanced Receipts 9,669.43 47,920.86 21,446.41
Contract Liabilities 82,167.30 - -
Employee Benefit Payable 106,092.48 108,820.70 108,368.76
Taxes Payable 64,946.15 69,023.15 43,610.12
Interest Payable 47,151.42 15,988.62 13,133.55
Dividend Payable 81.30 81.30 81.30
Other Payables 565,712.10 334,419.21 318,338.89
Non-current Liabilities due within One
377,666.10 185,633.44 213,277.31
Year
Other Current Liabilities 357,818.40 198,258.30 209,594.49
Total Current Liabilities 2,959,400.21 2,791,870.07 2,140,652.53
Long-term Loans 2,971,412.57 2,943,617.02 1,334,154.79
Debentures payable 2,138,518.88 2,079,162.64 741,740.81
49
Item Dec.31st, 2018 Dec. 31st, 2017 Dec.31st, 2016
Long-term Accounts Payable 60,934.35 60,869.05 79,567.87
Long-term Employee Benefit Payable 59,039.12 62,328.73 53,126.61
Special Accounts Payable 2,829.01 2,948.92 3,804.03
Accrued Liabilities 15,783.81 21,731.44 20,398.57
Deferred tax liabilities 44,385.21 22,461.30 28,708.25
Deferred Income-Non-current Liabilities 5,132.45 5,859.31 22,886.17
Other Non-current Liabilities 522,816.00 25,352.20 24,707.45
Total Non-current Liabilities 5,820,851.40 5,224,330.60 2,309,094.54
Total Liabilities 8,780,251.61 8,016,200.68 4,449,747.07
Share Capital 333,821.96 333,821.96 333,821.96
Other Equity Instruments 2,148,000.00 2,648,000.00 938,000.00
Capital Reserves 221,464.26 225,877.50 131,694.44
Other Comprehensive Income -77,962.34 -156,973.22 70,030.67
Special Reserves 756.51 70.35 933.21
Retained Earnings -839,984.79 -777,856.08 -738,550.75
Total Equity Attributed to Owners of the
1,786,095.60 2,272,940.51 735,929.52
Parent Company
Minority Interest 785,637.26 633,599.00 253,420.74
Total Owners’ Equity 2,571,732.86 2,906,539.51 989,350.26
Total Liabilities and Owners’ Equity 11,351,984.47 10,922,740.19 5,439,097.33
（2）Income Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Total Operating Income 3,211,748.51 3,019,171.60 2,679,024.65
Total Operating Cost 3,197,340.65 2,879,286.64 2,636,486.87
Cost of Sales 2,100,489.80 1,881,106.26 1,824,813.06
Taxes and Surcharges 18,156.07 18,073.53 11,343.83
Selling and Distribution expenses 489,865.98 451,810.71 388,961.08
General and Administrative Expense 167,271.44 206,142.90 203,430.86
Research and Development Expense 46,980.79 36,720.36 -
Financial Expense 324,769.36 229,841.26 151,981.33
Asset Impairment Loss 44,769.92 55,591.62 55,956.70
50
Item 2018 2017 2016
Gain (loss) from Changes in Fair Value -100,235.70 37,031.50 13,108.78
Investment Income, net 62,977.70 67,429.02 -45,171.77
Including: Income from investment in
761.30 665.50 -9,925.96
associates
Other Gain (loss) 1,082.46 1,119.24 -
Credit Impairment Loss 5,037.30 - -
Net Exposure to Hedging - - -
Gain (loss) from disposal of assets 212,906.84 6,296.81 -
Operating Profit 191,139.16 251,761.54 10,474.80
Add: Non-operating income 2,827.15 8,241.17 14,742.03
Less: Non-operating expense 6,286.78 5,520.89 2,516.92
Including: Net Loss from Disposal of
- 167.43 334.46
Non-current Assets
Total profit 187,679.53 254,481.82 22,699.91
Less: income tax expense 115,400.07 47,186.87 8,335.16
Add: Unrecognized Investment Loss - -
Net Profit 72,279.46 207,294.95 14,364.75
Continuing operations 72,279.46 207,294.95 14,364.75
Discontinued operations - - -
Less: Minority Gain (loss) 136,794.26 125,054.96 56,055.95
Net Profit Attributable to Owners of the
-64,514.80 82,239.99 -41,691.19
Parent Company
Add: Other Comprehensive Income 100,219.87 -242,149.35 117,960.32
Total Comprehensive Income 172,499.32 -34,854.40 132,325.07
Less: Total Comprehensive Income
161,997.73 109,909.50 85,175.81
Attributable to Minorities
Total Comprehensive Income Attributable
10,501.59 -144,763.90 47,149.26
to shareholders of the Company
（3）Cash Flow Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Cash received from sale of goods and rendering of
2,988,212.83 2,855,668.24 2,568,665.46
services
Refund of taxes and surcharges 5,744.50 6,594.03 7,058.53
Cash received relating to other operating activities 105,490.91 377,090.08 66,742.23
Sub-total of cash inflows from operating 3,099,448.24 3,239,352.35 2,642,466.22
51
Item 2018 2017 2016
activities
Cash paid for goods and services 1,868,644.85 1,576,717.78 1,664,764.41
Cash paid to and on behalf of employees 362,983.69 336,639.14 307,688.84
Payments of taxes and surcharges 177,692.21 122,201.28 60,567.12
Cash paid relating to other operating activities 331,898.33 397,451.49 134,676.95
Sub-total of cash outflows from operating
2,741,219.09 2,433,009.68 2,167,697.33
activities
Net cash flows from operating activities 358,229.16 806,342.66 474,768.89
Cash received from disposal of investments 1,150.00 253,779.80 951.90
Cash received from returns of investments 835.40 1,315.33 926.57
Net cash received from disposal of fixed assets,
245,451.36 11,508.62 8,814.54
intangible assets and other long-term assets
Cash Received from disposal of Subsidiaries and
- 7,908.56 3,291.26
Other Business Units
Cash received from other investing activities 83,797.43 392,807.50 1,795.96
Sub-total of cash inflows from investing
331,234.19 667,319.80 15,780.23
activities
Cash paid to acquire fixed assets, intangible assets
344,873.32 162,795.95 144,666.86
and other long-term assets
Cash paid for acquisition of investments 656.60 3,406,860.00 -
Net cash paid to acquire subsidiaries or other
- - 5,393.55
business units
Cash paid for other investing activities 176,074.37 1,138,835.30 657,900.64
Sub-total of cash outflows from investing
521,604.29 4,708,491.25 807,961.05
activities
Net cash flows from investing activities -190,370.10 -4,041,171.45 -792,180.82
Cash Received from Investment - 168,760.80 3,664.22
Including: Cash Received from Minority
- 153,192.00 -
Investment by Subsidiaries
Cash received from borrowings 2,234,196.12 4,270,620.69 1,608,946.48
Cash received relating to other financing activities 1,533,506.97 1,757,025.21 792,583.36
Cash received from issuance of debentures - - -
Sub-total of cash inflows from financing
3,767,703.09 6,196,406.71 2,405,194.05
activities
Cash repayment of borrowings 2,665,364.71 1,874,177.92 1,491,032.05
Cash payment for dividends, profit distributions or
320,623.45 610,715.63 295,729.68
interest
Including: dividends paid to non-controlling
11,157.70 3,250.90 3,939.00
interest
Cash paid relating to other financing activities 992,325.31 68,656.57 169,271.55
Sub-total of cash outflows from financing
3,978,313.47 2,553,550.12 1,956,033.28
activities
52
Item 2018 2017 2016
Net cash flows from financing activities -210,610.38 3,642,856.58 449,160.77
Effect of foreign exchange rate changes on cash
-32,348.89 -23,358.77 23,063.12
and cash equivalents
Net increase (decrease) in cash and cash
-75,100.21 384,669.03 154,811.96
equivalents
Add: Cash and cash equivalents at the beginning of
947,317.56 562,648.53 407,836.56
the period
Cash and cash equivalents at the end of the
872,217.35 947,317.56 562,648.53
period
2、母公司财务报表
（1）资产负债表
Unit: 10,000 RMB yuan
2018 年 2017 年 2016 年
Item
12 月 31 日 12 月 31 日 12 月 31 日
Cash at bank and on hand 1,179,776.00 1,174,625.88 126,636.82
Financial Assets at Fair Value through Profit or
10,043.79 12,346.09 644.40
Loss
Derivative Financial Assets 335.13 363.13 986.02
Notes Receivable 206.97 197.10 209.16
Accounts Receivable 2,702.71 2,702.71 2,702.71
Prepayments 72,950.88 31,402.20 -
Interest Receivable 192,666.34 218,587.24 609,767.01
Other Receivables - - 198.07
Dividend Receivable - - -
Inventories 2,390.77 1,299.99 250,276.01
Assets Classified as Held for Sale 1,461,072.59 1,441,524.35 991,420.23
Non-current Assets due within One Year 1,385,880.00 1,385,880.00 6,705.29
Other Current Assets 565,578.75 517,277.84 544,037.55
Total Current Assets 2,458,110.83 2,458,110.83 2,532,566.42
Financial Assets Held for Trading 1,415.53 1,685.34 1,966.03
Investment in Other Equity Instruments 4,410,985.11 4,362,954.01 3,085,275.30
Long-term accounts receivable 5,872,057.70 5,804,478.36 4,076,695.52
Long-term Equity Investments 567,927.39 463,117.12 422,171.60
Investment Property - - -
Fixed Assets - - -
53
2018 年 2017 年 2016 年
Item
12 月 31 日 12 月 31 日 12 月 31 日
Construction in progress 1.00 1.00 1.00
Construction Materials - - 0.12
Disposal of Fixed Assets 33.32 - -
Intangible Assets 16.40 47.63 10.36
Goodwill - 5,068.09 4,795.87
Long-term Deferred Expenses 148,227.29 139,863.78 63,750.67
Deferred Tax Assets 344,801.60 133,183.04 77,694.40
Other Non-current Assets 300,000.00 150,000.00 150,000.00
Total Non-current Assets 1,361,007.00 891,280.67 718,424.02
Total Assets 696,064.96 996,205.21 1,053,268.21
Short-term Loans - - -
Financial Liabilities Held for Trading 56,148.27 56,148.27 56,148.27
Derivative Financial Liabilities - - -
Bills Payable - - -
Accounts Payable - - -
Advanced Receipts 1,608,891.33 1,055,734.61 1,120,815.24
Contract Liabilities 2,361,104.56 2,108,088.09 2,230,231.72
Employee Benefit Payable 3,722,111.57 2,999,368.75 2,948,655.74
Taxes Payable 333,821.96 333,821.96 333,821.96
Interest Payable -20,618.41 -16,743.41 -16,743.41
Dividend Payable 2,148,000.00 2,648,000.00 938,000.00
Other Payables 72.72 72.72 72.72
Non-current Liabilities due within One Year -311,330.13 -160,041.65 -127,111.48
Other Current Liabilities 2,149,946.13 2,805,109.61 1,128,039.78
Total Current Liabilities - - -
Long-term Loans 2,149,946.13 2,805,109.61 1,128,039.78
Debentures payable 5,872,057.70 5,804,478.36 4,076,695.52
（2）利润表
Unit: 10,000 RMB yuan
Item 2018 2017 2016
54
Item 2018 2017 2016
I. Total Operating Income 471.70 145.19 -
Including: Operating Income 471.70 145.19 -
II. Total Operating Cost 160,844.65 44,870.47 60,037.47
Including: Cost of Sales - 198.07 -
Taxes and Surcharges 38.94 954.33 980.55
Selling and Distribution expenses - - -
General and Administrative Expense 22,440.62 32,024.01 5,544.68
Financial Expense 137,493.26 11,341.50 30,514.08
Asset Impairment Loss 871.82 352.55 22,998.15
Others - - -
Add: Gain(loss) from Changes in Fair Value -2,302.30 10,096.40 -163.20
Investment Income 11,408.56 1,654.30 -3,934.25
III. Operating Profit -151,288.69 -32,974.58 -64,134.92
Add: Non-operating income 8.21 44.81 8.53
Less: Non-operating expense 30.00 0.40 -
IV. Total Income -151,288.48 -32,930.17 -64,126.39
Less: Gain from Income Tax - - -
V. Net Income -151,288.48 -32,930.17 -64,126.39
Net Profit Attributable to Owners of the
-151,288.48 -32,930.17 -64,126.39
Parent Company
Minority Profit and Loss - - -
（3）Cash Flow Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Cash received from sale of goods and
506.00 596.57 -
rendering of services
Refund of taxes and surcharges - - -
Cash received relating to other operating
9,065.50 22,266.81 88,625.87
activities
Sub-total of cash inflows from operating
9,571.50 22,863.38 88,625.87
activities
Cash paid for goods and services 4,526.87 18,257.61 2,034.85
Cash paid to and on behalf of employees 2,731.32 2,459.58 1,800.95
Payments of taxes and surcharges 43.43 943.37 61.06
55
Item 2018 2017 2016
Cash paid relating to other operating
13,100.68 9,746.53 111,501.44
activities
Sub-total of cash outflows from operating
20,402.31 31,407.09 115,398.30
activities
Net cash flows from operating activities -10,830.81 -8,543.71 -26,772.43
Cash received from disposal of investments - 250,000.00 5,887.06
Cash received from returns of investments 11,408.56 1,315.33 203.27
Net cash received from disposal of fixed
assets, intangible assets and other long-term - 1.30 -
assets
Cash Received from disposal of Subsidiaries
- - -
and Other Business Units
Cash received from other investing activities - 389,827.40 -
Sub-total of cash inflows from investing
11,408.56 641,144.03 6,090.33
activities
Cash paid to acquire fixed assets, intangible
14.16 6.69 3.20
assets and other long-term assets
Cash paid for acquisition of investments - 1,380,780.00 -
Net cash paid to acquire subsidiaries or other
- - -
business units
Cash paid for other investing activities - 1,170,850.00 640,000.00
Sub-total of cash outflows from investing
14.16 2,551,636.69 640,003.20
activities
Net cash flows from investing activities 11,394.40 -1,910,492.66 -633,912.87
Cash Received from Investment - - -
Including: Cash Received from Minority
1,986,379.94 1,627,707.69 1,096,450.00
Investment by Subsidiaries
Cash received from borrowings 277,067.23 1,774,271.22 818,470.46
Cash received relating to other financing
2,263,447.17 3,401,978.92 1,914,920.46
activities
Cash received from issuance of debentures 1,890,340.23 1,475,575.06 1,063,918.50
Sub-total of cash inflows from financing
100,688.93 88,996.69 78,092.67
activities
Cash repayment of borrowings 268,787.15 40,916.24 -
Cash payment for dividends, profit
2,259,816.30 1,605,487.99 1,142,011.17
distributions or interest
Including: dividends paid to non-controlling
3,630.87 1,796,490.92 772,909.29
interest
Cash paid relating to other financing
955.66 -315.49 1,135.37
activities
Sub-total of cash outflows from financing
5,150.12 -122,860.94 113,359.36
activities
Net cash flows from financing activities 3,775.88 126,636.82 13,277.46
Effect of foreign exchange rate changes on
8,926.00 3,775.88 126,636.82
cash and cash equivalents
56
(III) Preparation Base of Financial Statements
CNAC implements all corporate accounting standards and related regulations issued by
the Ministry of Finance.
(IV) Explanation on Important Accounting policies and Assumptions of the Acquiring
Company
For details about the accounting system, important accounting policies, and notes for
main items adopted by CNAC, please refer to the File Prepared for Inspection “Financial
Accounting Report and Audit Report of the Controlling Shareholder of the Acquiring
Company for the Last Three Years” of the report.
II. Financial Statements of the Person Acting in Concert
As of the signing date of the report, Sanonda' s financial statements are briefed as
follows.
(I) Auditing Status of Financial Statements in the Last Three Years
The financial statements of Sanonda Holdings for 2016, 2017 and 2018 have been
audited, and an audit report with unqualified opinions has been issued by an accounting firm
with securities and futures qualifications.
In 2016, Sanonda Holding was the controlling shareholder of Hubei Sanonda Co., Ltd.,
and therefore, Hubei Sanonda was consolidated into its financial statements.
In 2017, Hubei Sanonda issued shares to CNAC in order to purchase 100% equity of
ADAMA Agricultural Solutions Ltd. held by the corporation. When the transaction
concluded, CNAC has become the controlling shareholder of Hubei Sanonda. Sanonda
Holdings has not consolidated any company in its own statements.
（II）Financial Statements in the Last Three Years
1. Consolidated Financial Statements
（1）Balance Sheet
Unit: 10,000 RMB yuan
st
Item Dec.31st, 2018 Dec.31 , 2017 Dec.31st, 2016
57
Item Dec.31st, 2018 Dec.31st, 2017 Dec.31st, 2016
Cash at bank and on hand 5,474.23 3,148.80 57,971.24
Financial Assets at Fair Value through
- - -
Profit or Loss
Derivative Financial Assets - -
Notes Receivable - - 9,178.46
Accounts Receivable - - 20,860.84
Prepayments - - 4,201.24
Interest Receivable - -
Other Receivables 17,179.03 17,179.03 1,334.93
Dividend Receivable - - -
Inventories - - 17,364.08
Assets Classified as Held for Sale - - -
Non-current Assets due within One
- - -
Year
Other Current Assets 1.12 0.57 1,552.39
Total Current Assets 22,654.38 20,328.40 112,463.18
Financial Assets Held for Trading 109,274.42 189,704.22 857.30
Investment in Other Equity
- - -
Instruments
Long-term accounts receivable - - -
Long-term Equity Investments - - -
Investment Property - - 472.25
Fixed Assets - - 160,673.49
Construction in progress - - 2,122.53
Construction Materials - - -
Disposal of Fixed Assets - - -
Intangible Assets - 705.13 20,490.10
Goodwill - - -
Long-term Deferred Expenses - - -
Deferred Tax Assets - - 3,951.85
Other Non-current Assets - - 6,926.82
Total Non-current Assets 109,274.42 190,409.34 195,494.34
Total Assets 131,928.79 210,737.74 307,957.52
Short-term Loans - - -
Financial Liabilities Held for Trading - - -
58
Item Dec.31st, 2018 Dec.31st, 2017 Dec.31st, 2016
Derivative Financial Liabilities - - -
Bills Payable - - 2,600.00
Accounts Payable - - 16,918.25
Advanced Receipts - - 3,266.56
Contract Liabilities - -
Employee Benefit Payable - - 3,016.94
Taxes Payable 1.37 7.52 1,852.99
Interest Payable - - -
Dividend Payable - - 25.00
Other Payables 16,272.88 15,867.56 32,024.30
Non-current Liabilities due within
- - 14,700.00
One Year
Other Current Liabilities - - -
Total Current Liabilities 16,274.25 15,875.08 74,404.03
Long-term Loans - - 19,659.00
Debentures payable - - -
Long-term Accounts Payable - - -
Long-term Employee Benefit Payable - - -
Special Accounts Payable - - -
Accrued Liabilities 2,234.51 2,293.59 2,354.62
Deferred tax liabilities 21,377.67 41,485.12 -
Deferred Income-Non-current
- - 2,256.69
Liabilities
Other Non-current Liabilities 20,000.00 20,000.00 20,000.00
Total Non-current Liabilities 43,612.18 63,778.71 44,270.31
Total Liabilities 59,886.43 79,653.80 118,674.34
Share Capital 24,066.10 24,066.10 24,066.10
Other Equity Instruments - - -
Capital Reserves 133.77 133.77 212.01
Other Comprehensive Income 64,133.02 124,455.37 -
Special Reserves - - 460.21
Retained Earnings -16,290.52 -17,571.30 4,440.97
Total Equity Attributed to Owners of
72,042.37 131,083.94 29,179.30
the Parent Company
Minority Interest - - 160,103.88
59
Item Dec.31st, 2018 Dec.31st, 2017 Dec.31st, 2016
Total Owners’ Equity 72,042.37 131,083.94 189,283.18
Total Liabilities and Owners’
131,928.79 210,737.74 307,957.52
Equity
（2）Income Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Total Operating Income 9.05 18.33 185,474.59
Total Operating Cost 471.50 489.37 198,459.82
Cost of Sales - - 160,150.54
Taxes and Surcharges 12.92 27.56 1,460.47
Selling and Distribution expenses - - 8,952.96
General and Administrative Expense 49.54 85.27 22,516.08
Research and Development Expense - - -
Financial Expense 409.04 376.54 -73.44
Asset Impairment Loss - - 5,453.21
Gain (loss) from Changes in Fair
- - 9.30
Value
Investment Income, net 754.03 - 440.72
Including: Income from investment in
- - -
associates
Other Gain (loss) - - -
Credit Impairment Loss - - -
Net Exposure to Hedging - - -
Gain (loss) from disposal of assets 1,095.20 - -
Operating Profit 1,386.78 -471.04 -12,535.20
Add: Non-operating income 2.00 - 2,347.17
Less: Non-operating expense 108.00 - 2.59
Including: Net Loss from Disposal of
- - 0.53
Non-current Assets
Total profit 1,280.78 -471.04 -10,190.63
Less: income tax expense - - -2,249.25
Add: Unrecognized Investment Loss - - -
Net Profit 1,280.78 -471.04 -7,941.37
Continuing operations 1,280.78 -471.04 -7,941.37
60
Item 2018 2017 2016
Discontinued operations - - -
Less: Minority Gain (loss) - - -5,948.03
Net Profit Attributable to Owners of
1,280.78 -471.04 -1,993.35
the Parent Company
Add: Other Comprehensive Income -60,322.35 124,455.37
Total Comprehensive Income -59,041.57 123,984.33 -7,941.37
Less: Total Comprehensive Income
- - -5,948.03
Attributable to Minorities
Total Comprehensive Income
Attributable to shareholders of the -59,041.57 123,984.33 -1,993.35
Company
（3）Cash Flow Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Cash received from sale of goods and
- - 163,095.36
rendering of services
Refund of taxes and surcharges - - 1,971.27
Cash received relating to other
42.19 95.76 687.80
operating activities
Sub-total of cash inflows from
42.19 95.76 165,754.43
operating activities
Cash paid for goods and services - - 99,675.12
Cash paid to and on behalf of
26.80 29.05 18,918.66
employees
Payments of taxes and surcharges 718.17 42.06 7,083.11
Cash paid relating to other operating
181.60 85.74 13,567.76
activities
Sub-total of cash outflows from
926.56 156.85 139,244.65
operating activities
Net cash flows from operating
-884.38 -61.09 26,509.79
activities
Cash received from disposal of
- - 60.00
investments
Cash received from returns of
754.03 - 146.09
investments
Net cash received from disposal of
fixed assets, intangible assets and 2,490.13 - 2,337.00
other long-term assets
Cash Received from disposal of
Subsidiaries and Other Business - - -
Units
Cash received from other investing
- - -
activities
Sub-total of cash inflows from
3,244.16 2,543.09
investing activities
61
Item 2018 2017 2016
Cash paid to acquire fixed assets,
intangible assets and other long-term - - 13,084.59
assets
Cash paid for acquisition of
- - -
investments
Net cash paid to acquire subsidiaries
- - -
or other business units
Cash paid for other investing
- - -
activities
Sub-total of cash outflows from
- - 13,084.59
investing activities
Net cash flows from investing
3,244.16 - -10,541.51
activities
Cash Received from Investment - - -
Including: Cash Received from
- - -
Minority Investment by Subsidiaries
Cash received from borrowings - - -
Cash received relating to other
208.99 208.99 10,000.00
financing activities
Cash received from issuance of
- -
debentures
Sub-total of cash inflows from
208.99 208.99 10,000.00
financing activities
Cash repayment of borrowings - - 26,400.00
Cash payment for dividends, profit
243.33 243.33 3,660.61
distributions or interest
Including: dividends paid to
- - 1,185.62
non-controlling interest
Cash paid relating to other financing
- - 780.00
activities
Sub-total of cash outflows from
243.33 243.33 30,840.61
financing activities
Net cash flows from financing
-34.35 -34.35 -20,840.61
activities
Effect of foreign exchange rate
- - 1,133.65
changes on cash and cash equivalents
Net increase (decrease) in cash and
2,325.43 -95.43 -3,738.69
cash equivalents
Add: Cash and cash equivalents at
3,148.80 3,244.23 60,929.93
the beginning of the period
Cash and cash equivalents at the
5,474.23 3,148.80 57,191.24
end of the period
2. Financial Statements of the Parent Company
（1）Balance Sheet
Unit: 10,000 RMB yuan
st
Item Dec.31st, 2018 Dec.31 , 2017 Dec. 31st, 2016
62
Item Dec.31st, 2018 Dec.31st, 2017 Dec. 31st, 2016
Cash at bank and on hand 5,474.23 3,148.80 3,244.23
Financial Assets at Fair Value
- - -
through Profit or Loss
Derivative Financial Assets - - -
Notes Receivable - - -
Accounts Receivable - - -
Prepayments - - -
Interest Receivable - - -
Other Receivables 17,179.03 17,179.03 17,237.03
Dividend Receivable - - -
Inventories - - -
Assets Classified as Held for Sale - - -
Non-current Assets due within One
- - -
Year
Other Current Assets 1.12 0.57 0.57
Total Current Assets 22,654.38 20,328.40 20,481.83
Financial Assets Held for Trading 109,274.42 189,704.22 -
Investment in Other Equity
- - -
Instruments
Long-term accounts receivable - - -
Long-term Equity Investments - - 23,763.72
Investment Property - - -
Fixed Assets - - -
Construction in progress - - -
Construction Materials - - -
Disposal of Fixed Assets - - -
Intangible Assets - 705.13 722.87
Goodwill - - -
Long-term Deferred Expenses - - -
Deferred Tax Assets - - -
Other Non-current Assets - - -
Total Non-current Assets 109,274.42 190,409.34 24,486.59
Total Assets 131,928.79 210,737.74 44,968.42
Short-term Loans - - -
Financial Liabilities Held for
- - -
Trading
63
Item Dec.31st, 2018 Dec.31st, 2017 Dec. 31st, 2016
Derivative Financial Liabilities - - -
Bills Payable - - -
Accounts Payable - - -
Advanced Receipts - - -
Contract Liabilities - - -
Employee Benefit Payable - - -
Taxes Payable 1.37 7.52 5.75
Interest Payable - - -
Dividend Payable - - -
Other Payables 16,272.88 15,867.56 15,508.43
Non-current Liabilities due within
- - -
One Year
Other Current Liabilities - - -
Total Current Liabilities 16,274.25 15,875.08 15,514.18
Long-term Loans - - -
Debentures payable - - -
Long-term Accounts Payable - - -
Long-term Employee Benefit
- - -
Payable
Special Accounts Payable - - -
Accrued Liabilities 2,234.51 2,293.59 2,354.62
Deferred tax liabilities 21,377.67 41,485.12
Deferred Income-Non-current
- - -
Liabilities
Other Non-current Liabilities 20,000.00 20,000.00 20,000.00
Total Non-current Liabilities 43,612.18 63,778.71 22,354.62
Total Liabilities 59,886.43 79,653.80 37,868.81
Share Capital 24,066.10 24,066.10 24,066.10
Other Equity Instruments - - -
Capital Reserves 133.77 133.77 133.77
Other Comprehensive Income 64,133.02 124,455.37 -
Special Reserves - - -
Retained Earnings -16,290.52 -17,571.30 -17,100.26
Total Equity Attributed to Owners
72,042.37 131,083.94 7,099.61
of the Parent Company
Minority Interest - - -
64
Item Dec.31st, 2018 Dec.31st, 2017 Dec. 31st, 2016
Total Owners’ Equity 72,042.37 131,083.94 7,099.61
Total Liabilities and Owners’
131,928.79 210,737.74 44,968.42
Equity
（2）Income Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Total Operating Income 9.05 18.33 12.75
Total Operating Cost 471.50 489.37 492.35
Cost of Sales - - -
Taxes and Surcharges 12.92 27.56 0.71
Selling and Distribution expenses - - -
General and Administrative Expense 49.54 85.27 130.59
Research and Development Expense - - -
Financial Expense 409.04 376.54 361.05
Asset Impairment Loss - - -
Gain (loss) from Changes in Fair
- - -
Value
Investment Income, net 754.03 - 299.22
Including: Income from investment
- - -
in associates
Other Gain (loss) - - -
Credit Impairment Loss - - -
Net Exposure to Hedging - - -
Gain (loss) from disposal of assets 1,095.20 - -
Operating Profit 1,386.78 -471.04 -180.38
Add: Non-operating income 2.00 - -
Less: Non-operating expense 108.00 - 0.06
Including: Net Loss from Disposal
- - -
of Non-current Assets
Total profit 1,280.78 -471.04 -180.44
Less: income tax expense - - -
Add: Unrecognized Investment Loss - - -
Net Profit 1,280.78 -471.04 -180.44
Continuing operations 1,280.78 -471.04 -180.44
65
Item 2018 2017 2016
Discontinued operations - - -
Less: Minority Gain (loss) - - -
Net Profit Attributable to Owners
1,280.78 -471.04 -180.44
of the Parent Company
Add: Other Comprehensive Income -60,322.35 124,455.37 -
Total Comprehensive Income -59,041.57 123,984.33 -180.44
Less: Total Comprehensive Income
- - -
Attributable to Minorities
Total Comprehensive Income
Attributable to shareholders of the -59,041.57 123,984.33 -180.44
Company
（3）Cash Flow Statement
Unit: 10,000 RMB yuan
Item 2018 2017 2016
Cash received from sale of goods
- - -
and rendering of services
Refund of taxes and surcharges - - -
Cash received relating to other
42.19 95.76 132.53
operating activities
Sub-total of cash inflows from
42.19 95.76 132.53
operating activities
Cash paid for goods and services - - -
Cash paid to and on behalf of
26.80 29.05 72.75
employees
Payments of taxes and surcharges 718.17 42.06 27.09
Cash paid relating to other operating
181.60 85.74 359.42
activities
Sub-total of cash outflows from
926.56 156.85 459.25
operating activities
Net cash flows from operating
-884.38 -61.09 -326.72
activities
Cash received from disposal of
- -
investments
Cash received from returns of
754.03 - 299.22
investments
Net cash received from disposal of
fixed assets, intangible assets and 2,490.13 - -
other long-term assets
Cash Received from disposal of
Subsidiaries and Other Business - - -
Units
Cash received from other investing
- - -
activities
Sub-total of cash inflows from
3,244.16 - 299.22
investing activities
66
Item 2018 2017 2016
Cash paid to acquire fixed assets,
intangible assets and other - - -
long-term assets
Cash paid for acquisition of
- - -
investments
Net cash paid to acquire subsidiaries
- - -
or other business units
Cash paid for other investing
- - -
activities
Sub-total of cash outflows from
- - -
investing activities
Net cash flows from investing
3,244.16 299.22
activities
Cash Received from Investment - - -
Including: Cash Received from
- - -
Minority Investment by Subsidiaries
Cash received from borrowings - - -
Cash received relating to other
208.99 208.99 128.67
financing activities
Cash received from issuance of
- - -
debentures
Sub-total of cash inflows from
208.99 208.99 128.67
financing activities
Cash repayment of borrowings - - -
Cash payment for dividends, profit
243.33 243.33 -
distributions or interest
Including: dividends paid to
- - -
non-controlling interest
Cash paid relating to other financing
- - 17,177.05
activities
Sub-total of cash outflows from
243.33 243.33 17,177.05
financing activities
Net cash flows from financing
-34.35 -34.35 -17,048.38
activities
Effect of foreign exchange rate
changes on cash and cash - - -
equivalents
Net increase (decrease) in cash
2,325.43 -95.43 -17,075.88
and cash equivalents
Add: Cash and cash equivalents at
3,148.80 3,244.23 20,320.11
the beginning of the period
Cash and cash equivalents at the
5,474.23 3,148.80 3,244.23
end of the period
（III）Preparation Base for Financial Statements
Sanonda Holdings implements all corporate accounting standards and relevant
regulations issued by the Ministry of Finance.
67
(IV) Explanation on Important Accounting policies and Assumptions of the Acquiring
Company
For details about the accounting system, important accounting policies, and notes for
main items adopted by Sanonda Holdings, please refer to the File Prepared for Inspection
“Financial Accounting Report and Audit Report of the Person Acting in Concert of the
Acquiring Company for the Last Three Years” of the report.
68
Chapter 11 Other Major Issues
As of the signing date of the report, the acquiring company and its person acting in concert have
disclosed relevant information on the acquisition in accordance with the disclosure requirements of the "
Content and Format Guidelines of Information Disclosure for Companies that Have Public Offering of
Securities, Document No. 16, About the Acquisition Report of Listed Companies".
There are no other major matters that should be disclosed in connection with this acquisition, and
there is no other information required by CSRC or the stock exchange for the acquiring company to
provide according to laws and regulations.
The acquiring company and its person acting in concert do not constitute the case regulated by Article
6 of the Acquisition Measures and both parties are able to provide relevant documents in accordance with
Article 50.
69
Chapter 12 Files Prepared for Inspection
I. Files Prepared for Inspection
1. Business licenses of the acquiring company and its person acting in concert;
2. List of directors, supervisors and senior management personnel of the acquiring
company and its person acting in concert as well as their identity certificates;
3. Relevant internal resolutions of the acquiring company regarding the free transfer;
4. Explanation of the acquiring company and its person acting in concert on the
relevant procedures required to fulfill for this Acquisition;
5. Approval documents of ChemChina Group;
6. "Agreement on the Share Transfer" signed by CNAC and the acquiring company;
7. Explanation on Any Major Transactions between the Acquiring Company and its
Person Acting in Concert and ADAMA within 24 months before the Date of Signing
the Report;
8. Explanation by the Acquiring Company and its Person Acting in Concert that their
controlling shareholders and actual controllers have not changed;
9. Self-examination report on the purchase and sale of stocks of the ListCo. by the
acquiring company and its directors, supervisors, senior management personnel, and
the immediate family members of the aforementioned personnel;
10. The commitments made by the acquiring company and CNAC regarding the
obligations to be fulfilled in this acquisition;
11. Statements that the acquiring company does not constitute the situation stipulated in
Article 6 of the "Acquisition Measures" and it complies with the provisions of
Article 50;
12. Audit reports of the controlling shareholder of the acquiring company in the last
three years;
13. Audit reports of the person acting in concert in the last three years;
70
14. Financial advisory report of CICC on the Acquisition Report of ADAMA;
15. Legal opinion of Haiwen & Partners on the Acquisition Report of ADAMA.
II. Place for the Prepared Files
The report and the above-mentioned documents for inspection are available for reference at the
location of the ListCo.
71
Statement of the Acquiring Company
I (and the institution that I represent) confirm that this summary of the report is free from false
records, misleading statements or material omissions, and bear individual and joint legal liabilities for
their authenticity, accuracy and completeness.
ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd (Stamp)
Signature by its Legal Representative or Authorized Representative
Date: Jan.7th, 2020
72
Statement of the Person Acting in Concert
I (and the institution that I represent) confirm that this summary of the report is free from false
records, misleading statements or material omissions, and bear individual and joint legal liabilities for
their authenticity, accuracy and completeness.
Jingzhou Sanonda Holding Co., Ltd. (Stamp)
Signature by its Legal Representative or Authorized Representative
Date:Jan.7th, 2020
73
（There is no text on the page. It is for the signature and stamp of “the Summary of the Acquisition
Report for ADAMA Ltd.”）
ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd (Stamp)
Signature by its Legal Representative or Authorized Representative
Date: Jan.7th, 2020
74
（There is no text on the page. It is for the signature and stamp of “the Acquisition Report ADAMA
Ltd.”）
Jingzhou Sanonda Holding Co., Ltd. (Stamp)
Signature by its Legal Representative or Authorized Representative
Date: Jan.7th, 2020
75
Financial Advisory Statement
I and the organization I represent have performed all our due diligence obligations to examine and
verify the contents of the Acquisition Report. There is no false records, misleading statements or major
omissions found. And we will take all assumed corresponding responsibilities for this statement.
Financial Advisors：
YANG Pu LEI Lei
Legal Representative (Authorized Representative):
SHEN Rujun
Stamped by CICC
Date: Jan.7th, 2020
76
Attorney Statement
I and the organization I represent have performed all due diligence duties in accordance with the
working procedures specified in the professional rules to examine and verify the contents of the
Acquisition Report. There is no false records, misleading statements or major omissions found in the report
and we will take assumed corresponding responsibilities for the statement.
Head of the Law Firm: ___________________
ZHANG Jiping
Lawyers for the Project: ___________________ ___________________
LAN Jie DAI Wenzhen
Haiwen & Partners
Date: Jan.7th, 2020
77
Appendix: the Acquisition Report
Basic Information
Name of the Jingzhou city, Hubei
ADAMA Limited Location
ListCo. province
ADAMA A 000553.SZ
Stock Ticker
ADAMA B 200553.SZ
ChemChina
(Shanghai) Unit 08 of the 30th
Agricultural Floor, No. 88 of
Name of the
Shijidadao Avenue,
Acquiring Science and Registered Address Shanghai Pilot
Company
Technology Co., Free-Trade Zone of
China
Ltd
Change in the Increase √ Whether there is the
Yes √
Number of Shares Unchanged ， but the person acting in
No □
with Interest shareholder changes □ concert
Yes □
No √
Whether the Note: the acquiring Yes □
Whether the acquiring
acquiring company company was not the No √
company is the actual
is the controlling controlling shareholder of Note: SASAC is the
controller of the listed
shareholder of the the ListCo. before the actual controller of
company
listed company equity change. It has the ListCo.
become so after the
transaction.
Yes □
Yes □ No √
No √ If the answer is Yes,
Whether the
If the answer is Yes, the the number of such
acquiring company Whether the acquiring
number of such companies companies should be
holds more than company controls
should be clarified. clarified.
5% shares of more than two listed
ChemChina Group holds ChemChina Group
domestic and companies both home
more than 5% shares of controls nine listed
oversea listed and abroad
eleven listed companies, companies,
companies
including ADAMA, both including ADAMA,
home and abroad. both home and
abroad.
Intensified Trading through the Stock Exchange □
Transfer through Negotiations □
Acquisition
Transfer or Change of State-owned Shares √
Structure
Indirect Transfer □
(Multiple Choices)
Obtaining Shares Newly Issued by the Listed Company □
Enforcement of the Court Ruling □
Inheritance □ Receiving as Gift □
78
Other Modes □ （If so, please specify.）
Number of shares
held by the Stock Category: outstanding A shares
acquiring company Number of Shares Held by the Acquiring Company and its Person
before the Acting in Concert Sanonda Holdings:119,687,202 A-shares
disclosure and the
Proportion：4.89%
corresponding
proportion in the Note: Before the equity change, the acquiring company did not hold any
total shares of the share of the ListCo. and its person acting in concert held 4.89%.
listed company
Number of Shares
Stock Category: Restricted A-shares
for the Acquisition
Number in Change:1,810,883,039 shares
and the Proportion
Proportion in Change: 74.02%
Change
Whether there is
Yes □ No √
continuous
The acquiring company does not have transaction between related
transaction between
parties, but its related party do have such transaction with the ListCo. for
related parties with
daily business.
the listed company
Whether there is
peer competition or
potential peer Yes √ No □
competition with
the listed company
Whether the
acquiring company
intends to increase Yes □ No √
its shareholding in
the next 12 months
Whether the
acquiring company
purchases stocks of
the listed company
Yes □ No √
in the secondary
market in the
previous six
months
Whether it
constitutes the case
stipulated in Article Yes □ No √
6 of the Acquisition
Measures
Whether
documents required
according to Article
50 of the Yes √ No □
Acquisition
Measures are
provided
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Yes □ No □
Whether the fund
Not applicable. The transaction is a free transfer of state-owned shares
source is disclosed
and therefore, it does not involve any capital payment.
Whether the
follow-up plans are Yes √ No □
disclosed
Whether a financial
Yes √ No □
advisory is hired
Yes √ No □
Whether the
Note: this acquisition still needs the consent of CSRC to exempt the
acquisition and its
progress are in acquiring company and its person acting in concert from the obligation
need of approval
of tender offer.
Whether the
acquiring company
declares to abstain
Yes □ No √
from exercising the
voting rights of the
relevant shares
80
（There is no text on the page. It is for the signature and stamp of “the Summary of the Acquisition
Report for ADAMA Ltd.”）
ChemChina (Shanghai) Agricultural Science and Technology Co., Ltd (Stamp)
Signature by its Legal Representative or Authorized Representative
Jan.7th, 2020
81
（There is no text on the page. It is for the signature and stamp of “the Acquisition Report ADAMA
Ltd.”）
Jingzhou Sanonda Holding Co., Ltd. (Stamp)
Signature by its Legal Representative or Authorized Representative
Jan.7th, 2020
82
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