[三季报]安道麦B:2021年第三季度报告（英文版）
原标题:安道麦B:2021年第三季度报告（英文版） The Company and all members of its board of directors hereby confirm that all information disclosed herein is true, accurate and complete with no false or misleading statement or material omission. Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No.2021-45 ADAMA LTD. THIRD QUARTER REPORT 2021 ADAMA Ltd. (hereinafter referred to as “the Company”) is a global leader in crop protection, providing solutions to farmers across the world to combat weeds, insects and disease. ADAMA has one of the widest and most diverse portfolios of active ingredients in the world, state-of-the art R&D, manufacturing and formulation facilities, together with a culture that empowers our people in markets around the world to listen to farmers and ideate from the field. This uniquely positions ADAMA to offer a vast array of distinctive mixtures, formulations and high-quality differentiated products, delivering solutions that meet local farmer and customer needs in over 100 countries globally. Please see important additional information and further details included in the Annex. October 2021 Important Notice The Company’s Board of Directors, Board of Supervisors, directors, supervisors and senior managers confirm that the content of the Report is true, accurate and complete and contains no false statements, misleading presentations or material omissions, and assume joint and several legal liability arising therefrom. Ignacio Dominguez, the person leading the Company (President and Chief Executive Officer) as well as its legal representative and the person leading the accounting function (acting Chief Financial Officer), hereby assert and confirms the truthfulness, accuracy and completeness of the Financial Report. All of the Company’s directors attended the board meeting for the review of this Report. This Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. I. Main accounting and financial results 1. Whether the Company performs any retroactive adjustments to, or restatements of, its accounting data of last year due to change in accounting policies or correction of accounting errors □ Yes√ No End of Reporting Period End of last year +/- (%) Total assets (RMB’000) 49,513,607 46,801,034 5.80% Net assets attributable to shareholders (RMB’000) 21,154,363 21,353,752 -0.93% July - September 2021 YoY +/- (%) January - September 2021 YoY +/- (%) Operating revenues (RMB’000) 7,424,584 9.69% 22,488,364 7.65% Net profit attributable to shareholders of the Company (RMB’000) (370,952) -1917.59% (3,916) -101.74% Net profit attributable to shareholders of the Company excluding non-recurring profit and loss (RMB’000) (384,112) -3989.35% (61,989) -126.99% Net cash flow from operating activities (RMB’000) 690,694 338.62% 2,181,987 56.75% Basic EPS (RMB/share) (0.1592) -1951.39% (0.0017) -101.83% Diluted EPS (RMB/share) N/A N/A N/A N/A Weighted average return on net assets -1.73% -1.83% -0.02% -1.03% Please see key additional information and further details included in the Annex 2. Non-Recurring profit/loss √ Applicable □ Not applicable Unit: RMB’000 Item July - September 2021 January - September 2021 Note Gains/losses on the disposal of non-current assets (including the offset part of asset impairment provisions) (6,813) 8,051 Government grants recognized through profit or loss (excluding government grants closely related to business of the Company and given at a fixed quota or amount in accordance with government’s uniform standards) 11,138 31,768 Recovery or reversal of provision for bad debts which is assessed individually during the years 14,604 27,077 Other non-operating income and expenses other than the above (1,852) 4,897 Less: Income tax effects 3,917 13,720 Total 13,160 58,073 Explanation of other profit or loss that meets the definition of non-recurring profit or loss □ Applicable √ Not applicable No such cases in the Reporting Period. Explanation of why the Company classified an item as non-recurring profit/loss according to the definition in the First Explanatory Announcement on Information Disclosure for Companies Offering their Securities to the Public. Non-recurring Profit and Loss, and reclassified any non-recurring profit/loss items are given as examples in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases in the Reporting Period. 3. Changes in main accounting statement items and financial indicators in the Reporting Period, as well as reasons for the changes √ Applicable □ Not applicable During the third quarter of 2021, crop prices of most of the major commodity crops remained elevated, supporting strong crop protection demand in most regions. Demand was further aided by positive weather conditions in various regions, including Australia, Europe and most of China. Dry conditions in the US, Brazil and Canada restrained production of some crops and posed challenges for farmers in those regions. Farmer incomes are generally expected to continue to improve as a result of high crop prices. However, farmers are experiencing broad inflationary pressures across most of their inputs, including seeds, fertilizers, crop protection, fuel and machinery. During the quarter, availability of intermediates and active ingredients sourced from China was further constrained, contributing further to the already high procurement prices amid strong global demand. Beginning in mid-September, production of active ingredients and intermediates in China was more disrupted as a result of production suspensions due to power rationing for industrial customers due to a power shortage in the country, as well as the "Dual Control" policy measures to ensure the country’s energy reduction targets are met. Energy prices have been increasing outside of China as well, with prices of natural gas, coal and oil all rising considerably. Global freight and logistics costs remained significantly elevated during the third quarter of 2021, as COVID-19 continues to disrupt port activity, resulting in container shortages, while demand for container shipping remains high. Similarly, in-land logistics remain challenged as pandemic-related restrictions continue to create frictions in domestic supply lines. Taken together, these constraints have impacted both availability of shipping and transportation resources, as well as significantly increased their costs, a dynamic widely observed across all international trade-related industries. The Company continues to actively manage its procurement and supply chain activities in order to mitigate these higher procurement and logistics costs. It also endeavors to adjust its pricing wherever market conditions allow, to compensate for these increased costs. Although intense competition in certain key markets continues to restrain the Company's ability to do so in an effective and timely manner, the Company is starting to see positive price movements in certain regions, most notably in China, as well as in North America and Latin America. China Operations Update The Company's manufacturing site in Jingzhou, Hubei (ADAMA Sanonda) continues on its path of gradually ramping up production following the completion of the Relocation & Upgrade program at the site. This return to production at Sanonda will progressively reduce the need for incurring additional procurement costs which the Company had endured while the plant was previously suspended, and is expected to gradually reduce idleness charges as production and utilization levels steadily rise over the coming months. As a result of the recent institution of China's "Dual Control" energy restrictions, the Company's manufacturing facilities in Huai'An (ADAMA Anpon) and in Dafeng (ADAMA Huifeng), both in Jiangsu province, were suspended for a number of weeks in September and October 2021 in advance of the Chinese Golden Week festival. As the restrictions have started to be loosened in recent weeks, operations at these sites have since resumed, albeit at a more limited capacity. This temporary suspension caused an increase in idleness costs during the quarter, and is expected to contribute to further idleness charges in the coming quarters, until the power restrictions are lifted and production is able to resume fully. The energy restrictions and resulting widespread production suspensions have contributed to a significant increase in procurement costs of raw materials and intermediates, on top of the already high costs seen in recent months in the face of strong underlying demand and relatively constrained supply. These costs are expected to remain elevated, and will continue to impact the Company's profitability in the coming months. The Company endeavors, wherever possible and supported by market conditions, to increase prices in order to mitigate the impact of the higher costs. In China, although industry-wide supply shortages are causing increased procurement costs and posing challenges for the Company's margins, the Company is also benefiting to some extent from the generally higher pricing environment in the sales of its raw materials and intermediates, where it is seeing strong demand. January - September 2021 (000’RMB) Same period last year (000’RMB) +/-% January - September 2021 (000’USD) Same period last year (000’USD) +/-% Operating income (Revenues) 22,488,364 20,889,623 7.65% 3,475,992 2,986,609 16.39% Cost of goods sold 16,143,819 14,757,406 9.39% 2,495,316 2,110,039 18.26% Sales & Marketing expenses 3,725,486 3,681,011 1.21% 575,816 526,484 9.37% General & Administrative expenses 1,020,945 768,156 32.91% 157,812 109,877 43.63% R&D expenses 340,888 280,212 21.65% 52,692 40,069 31.50% Financial Expenses 1,107,975 1,191,155 -6.98% 171,273 170,242 0.61% Gain (loss) from Changes in Fair Value (328,167) 228,849 -243.40% (50,878) 32,905 -254.62% Investment Income (loss) 506,381 171,333 195.55% 78,409 24,295 222.74% Total Net Financial Expenses and Investment Income 929,761 790,973 17.55% 143,742 113,042 27.16% Total profits 244,550 465,547 -47.47% 37,797 66,070 -42.79% Income tax expenses 246,269 240,489 2.40% 38,054 34,277 11.02% Net profit attributable to shareholders of the Company (3,916) 225,058 -101.74% -595 31,793 -.8.101% EBITDA 2,619,409 3,068,857 -14.65% 404,900 438,459 -7.65% Q3 2021 (000’RMB) Q3 2020 (000’RMB) +/-% Q3 2021 (000’USD) Q3 2020 (000’USD) +/-% Operating income (Revenues) 7,424,584 6,768,583 9.69% 1,147,469 978,205 17.30% Cost of goods sold 5,437,109 4,852,936 12.04% 840,308 701,346 19.81% Sales & Marketing expenses 1,219,050 1,212,443 0.54% 188,399 175,224 7.52% General & Administrative expenses 449,138 214,970 108.93% 69,421 31,067 123.46% R&D expenses 113,948 92,027 23.82% 17,612 13,300 32.42% Financial Expenses 659,185 348,363 89.22% 101,884 50,348 102.36% Gain (loss) from Changes in Fair Value 336,415 (36,661) -1017.64% 51,993 -5,298 -1081.37% Investment Income (loss) (21,375) 119,204 -117.93% (3,304) 17,227 -119.18% Total Net Financial Expenses and Investment income 344,145 265,820 29.47% 53,195 38,419 38.46% Total profits (175,764) 16,700 -1152.48% -27,178 2,418 -1223.99% Income tax expenses 195,188 (3,709) -5362.55% 30,164 -534 -5748.69% Net profit attributable to shareholders of the Company (370,952) 20,409 -1917.59% -57,342 2,952 -2042.48% EBITDA 666,988 949,586 -29.76% 103,080 137,242 -24.89% Note: Since the functional currency of main overseas subsidiaries is the USD, and the Company’s management review of the Company’s performance is based on the USD results, following explanations and analysis are based on USD-denominated numbers as listed above. Analysis of Financial Highlights (1) Revenues Revenues in the third quarter grew by 17% (+10% in RMB terms) to $1,147 million, driven by a combination of continued robust 14% volume growth, including the contribution of newly acquired companies, as well as moderately higher prices and favorable exchange rate movements. In the quarter, the Company delivered significant growth in Europe, with strong demand driven by high crop prices being aided by supportive weather conditions in certain areas. The Company continues to grow strongly in China, where sales of its branded, formulated portfolio were supported by new product launches and further bolstered by the contribution of newly acquired companies. The Company also benefited from strong demand and higher prices for the sales of its raw materials and intermediates in the country. The Company delivered a strong performance in North America, driven by a combination of significant volume growth and higher prices, as well as in Latin America, led by Brazil, which saw robust demand and higher prices. The accelerated growth in the quarter brought nine-month sales to a record-high of $3,476 million, an increase of 16% (+8% in RMB terms). Regional Sales Performance Q3 2021 $m Q3 2020 $m Change USD 9M 2021 $m 9M 2020 $m Change USD Europe 220 181 21.8% 825 790 4.5% North America 183 145 26.3% 628 518 21.4% Latin America 372 335 11.1% 820 714 14.8% Asia Pacific 194 148 31.6% 677 497 36.3% Of which China 121 82 46.6% 380 250 52.0% India, Middle East & Africa 178 170 4.6% 525 468 12.2% Total 1,147 978 17.3% 3,476 2,987 16.4% Europe: Sales were up by 20.3% in the third quarter and by 2.9% in the first nine months of the year, in constant exchange rates (CER), compared with the corresponding periods last year. In the third quarter, the Company saw significant growth across most of Europe, with strong demand driven by continued high crop prices. Noteworthy performances were delivered in most markets of Central, Eastern and Northern Europe, where supportive weather later in the quarter ensured a positive start to the autumn season, especially in oilseed rape, winter cereals and sunflower. In US dollar terms, sales were higher by 21.8% in the quarter and by 4.5% in the first nine months, compared to the corresponding periods last year, reflecting the net impact of the strengthening of regional currencies. North America: Sales were up by 26.0% in the third quarter and by 20.6% in the first nine months of the year, in CER terms, compared with the corresponding periods last year. The especially strong performance in the third quarter was driven by a combination of significant volume growth and higher prices, as the Company sees robust demand in both the Agriculture as well as Consumer & Professional arms. This pleasing result was achieved despite supply concerns in certain products. In Canada, the Company delivered a pleasing performance, as higher insecticide applications compensated for reduced fungicide usage as a result of drought in the prairies. In US dollar terms, sales were higher by 26.3% in the quarter and by 21.4% in the first nine months, compared to the corresponding periods last year, reflecting the strengthening of the Canadian Dollar. Latin America: Sales grew by 9.2% in the third quarter and by 15.8% in the first nine months of the year, in CER terms, compared to the corresponding periods last year. The pleasing performance in the quarter was led by strong growth in Brazil, driven by robust demand and higher prices, and benefiting from strong performance of newly launched products, as the country starts to reopen after the recent improvement in the COVID situation in the country allowing resumption of normal commercial activities. In US dollar terms, sales in the region grew by 11.1% in the quarter, reflecting a strengthening in regional currencies during the quarter compared to the parallel quarter in 2020. In the nine-month period, sales in the region grew by 14.8% in US dollar terms, compared to the corresponding period last year, reflecting the somewhat weaker average currency levels that prevailed during the first quarter of 2021 compared to the parallel quarter in 2020, which saw currency weakness against the USD only late in the quarter at the outbreak of COVID-19. Asia Pacific: Sales grew by 26.7% in the quarter and by 26.0% in the first nine months of the year, in CER terms, compared to the corresponding periods last year. The Company is growing strongly in Asia Pacific, led by China where the Company continues to grow sales of its branded, formulated portfolio, supported by new product launches and bolstered by the acquisition of Huifeng’s domestic commercial arm at the end of 2020. In China, although industry-wide supply shortages are causing increased procurement costs and posing challenges for the Company's margins, the Company is also benefiting to some extent from the generally higher pricing environment in the sales of its raw materials and intermediates where it is seeing strong demand. In the rest of APAC, the Company delivered a noteworthy performance in the Pacific region, enjoying positive seasonal conditions and healthy demand as farmers benefit from the high crop prices. This more than offset somewhat softer performance in South East Asian countries, where ongoing COVID restrictions continued to impact commercial activities, and were further exacerbated by poor seasonal conditions in many countries, including floods in parts of Thailand. In US dollar terms, sales in the region grew by 31.6% in the third quarter and by 36.3% in the first nine months of the year, compared to the corresponding periods last year, reflecting the impact of the strengthening of regional currencies, most notably the Australian Dollar and Chinese Renminbi. India, Middle East and Africa: Sales grew by 2.9% in the quarter and by 10.9% in the first nine months of the year, in CER terms, compared to the corresponding periods last year. The moderate growth in the region in the quarter was led by a noteworthy performance in South Africa, where the Company is benefiting from favorable cropping conditions and new product launches. However, growth in India is slowing as farmers missed some applications due to volatile weather conditions following a previously strong start to the monsoon season. In US dollar terms, sales in the region grew by 4.6% in the quarter and by 12.2% in the first nine months of the year, compared to the corresponding periods last year, reflecting the impact of the strengthening of regional currencies compared to the USD, most notably the Israeli Shekel. (2) Cost of Goods Cost of Goods Sold in the third quarter was $840 million (RMB 5,437 million) (73.2 % of sales), compared to $701 million (RMB 4,853 million) (71.7 % of sales) reported in the corresponding quarter last year. In the first nine months, Cost of Goods sold was $2,495 million (RMB 16,144 million) (71.8 % of sales), compared to $2,110 million (RMB 14,757 million) (70.6 % of sales) reported in the corresponding period last year. The Company recorded certain extraordinary charges within its reported cost of goods sold, totaling approximately $11 million (RMB 71 million) in the third quarter (Q3 2020: $ 10 million (RMB 68 million)) and $36 million (RMB 235 million) in the first nine months (9M 2020: $28 million (RMB 193 million)). These charges were largely related to its continuing Relocation & Upgrade program, and include mainly excess procurement costs, both in quantity and cost terms, incurred as the Company continued to fulfill demand for its products in order to protect its market position through replacement sourcing at significantly higher costs from third-party suppliers. Excluding the impact of the abovementioned extraordinary charges, the higher Cost of Goods sold, both in the quarter and in the first nine months, were driven by the impacts of higher logistics, procurement and production costs as well as the effect of the strong RMB and ILS, the Company's main production currencies. The recent temporary plant suspensions in China resulting from the country's Dual Control policy have further challenged supply of raw materials, intermediates and active ingredients, serving to further exacerbate the impact of already high procurement costs. (3) Operating Expenses: Operating expenses include Sales and Marketing, General and Administration and R&D. Operating expenses in the third quarter were $275 million (RMB 1,782 million) (24% of sales) and $786 million (RMB 5,087 million) (23% of sales) in the nine-month period, compared to $220 million (RMB 1,519 million) (22% of sales) and $676 million (RMB 4,729 million) (23% of sales) in the nine-month period reported in the corresponding periods last year. The Company recorded certain non-operational, mostly non-cash, charges within its reported operating expenses, mainly as follows: (i) $4 million (RMB 28 million) in Q3 2021 (Q3 2020: $8 million (RMB 53 million)) and $19 million (RMB 122 million) in 9M 2021 (9M 2020: $23 million (RMB 160 million)) in non-cash amortization charges in respect of Transfer assets received and written-up related to the 2017 ChemChina-Syngenta acquisition. The proceeds from the Divestment of crop protection products in connection with the approval by the EU Commission of the acquisition of Syngenta by ChemChina, net of taxes and transaction expenses, were paid to Syngenta in return for the transfer of a portfolio of products in Europe of similar nature and economic value. Since the products acquired from Syngenta are of the same nature, and with the same net economic value as those divested, the Divestment and Transfer transactions had no net impact on the underlying economic performance of the Company. These additional amortization charges will continue until 2032 but at a reducing rate, yet will still be at a meaningful level until 2028; (ii) $4 million (RMB 25 million) in Q3 2021 (Q3 2020: $3 million (RMB 19 million)) and $11 million (RMB 73 million) in 9M 2021 (9M 2020: $8 million (RMB 55 million)) in charges related mainly to the non-cash amortization of intangible assets created as part of the Purchase Price Allocation (PPA) on acquisitions, with no impact on the ongoing performance of the companies acquired, as well as other M&A-related costs. (iii) $16 million (RMB 101 million) in Q3 2021 (Q3 2020: $1 million (RMB 9 million)) and $31 million (RMB 198 million) in 9M 2021 (9M 2020: $14 million (RMB 97 million)) in idleness charges largely related to suspensions at the facilities being relocated as well as to the temporary suspension of the Jingzhou site in Q1 2020 at the outbreak of COVID-19 in Hubei Province. The higher aggregate amount of non-operational charges in Q3 and 9M 2020 then also included $11 million (RMB 79 million) and $34 million (RMB 240 million), respectively, in non-cash amortization charges related to the legacy PPA of the 2011 acquisition of Adama Agricultural Solutions, which have now largely finished, and $1 million (RMB 4 million) and $10 million (RMB 70 million), respectively, in early retirement expenses. For further details on these non-operational charges, please see the appendix to this report. Excluding the impact of the abovementioned non-operational charges, the higher operating expenses in the quarter and the nine-month period largely reflect the strong volume-driven growth of the business and the additional operating expenses of the newly acquired companies, together with significantly higher global logistics and shipping costs, as well as the impact of generally stronger global currencies against the US dollar. In addition, alongside the many benefits the Company enjoys from the collaboration with other companies in the Syngenta Group, most notably in commercial cross-sales as well as in the areas of procurement and operations, ADAMA recorded certain related expenses and charges. (4) Financial Expenses “Financial Expenses” alone mainly reflect interest payments on corporate bonds and bank loans as well as foreign exchange gains/losses on the bonds and other monetary assets and liabilities before the Company carries out any hedging. The impact of Financial Expenses (before hedging) is RMB 659 million and RMB 1,108 million ($102 million and $171 million) for the three and first nine months of 2021, respectively, compared with RMB 348 million and RMB 1,191 million ($50 million and $170 million) for the corresponding periods in 2020. Given the global nature of its operational activities and the composition of its assets and liabilities, the Company, in the ordinary course of its business, uses foreign currency derivatives (forwards and options) to hedge the cash flow risks associated with existing monetary assets and liabilities that may be affected by exchange rate fluctuations. Net gains/losses from hedging of those positions, are recorded in “Gains/Losses from Changes in Fair Value”, and are then transferred to “Investment Income” upon realization. The combined impact of the hedging transactions on Gains/Losses from Changes in Fair Value and Investment Income is a net gain of RMB 314 million and RMB 174 million ($49 million and $27 million) in the three and first nine months of 2021, respectively, compared with RMB 22 million and RMB 326 million ($3 million and $46 million) in the corresponding period in 2020. The aggregate of Financial Expenses, Gains/Losses from Changes in Fair Value and Investment Income (hereinafter as “Total Net Financial Expenses and Investment Income”), which more comprehensively reflects the financial expenses of the Company in supporting its main business and protecting its monetary assets/liabilities, amounts to RMB 344 million and RMB 930 million ($53 million and $144 million) in the three and first nine months of 2021, respectively, compared with RMB 266 million and RMB 791 million ($38 million and $113 million) in the corresponding period in 2020. The higher financial expenses in the quarter and the nine-month period were mainly driven by the net effect of the increase in the Israeli CPI on the ILS-denominated, CPI-linked bonds, as well as higher non-cash charges related to put options in respect of minority interests. These increases were partially offset by benefits on hedges in respect of the RMB. In addition, Investment Income also mainly includes an amount of RMB 4 million ($1 million) in respect of equity accounted investees in the first nine months of 2021 compared with RMB 15 million ($2 million) and RMB 59 million ($9 million) capital gain from gaining control over an equity investee in the corresponding period in 2020, bringing the total Gains/Losses from Changes in Fair Value and Investment Income to RMB 178 million ($28 million) in the first nine months of 2021 compared with RMB 400 million ($57 million) in the corresponding period in 2020. (5) Income Tax Expenses The significantly higher tax expenses in the third quarter, and the resulting increase over the nine-month period, reflects the incurring of higher taxes by the Company's high-growth selling entities in end-markets, as well as the largely non-cash impact on the value of non-monetary tax assets of the more significant weakening of the BRL in the third quarter of 2021 when compared to the same quarter in 2020. By contrast, over the nine-month period, the deterioration of the BRL in 2020 was more significant than in 2021, resulting in a relatively lower impact over the nine-month period in 2021. Changes in main assets and liabilities Unit: RMB’000 Assets and liabilities September 30, 2021 December 31, 2020 % change Explanation for any major change Cash at bank and on hand 4,956,080 3,863,886 28.27% Additional long-term loans and better collection Accounts receivable 9,005,729 8,766,869 2.72% No Significant change Inventories 11,345,025 10,338,273 9.74% Higher inventory levels due mainly to a shift in geographic and portfolio sales mix, the anticipation of further volume growth in coming quarters in the face of uncertain supply conditions, the increase in procurement and production costs, as well as the inclusion of recent acquisitions Fixed assets 8,084,760 6,576,116 22.94% Increase is mainly due to transfer of China relocation projects from CIP Construction in progress 1,670,689 1,405,328 18.88% Changes are mainly due to investments as part of upgrade and relocation projects Long term receivables 58,745 95,329 -38.38% Decrease is mainly due to collection of long-term receivables Short-term loans 1,146,246 1,205,498 -4.92% Additional long-term loans and better collection Long-term loans 3,608,563 2,387,628 51.14% No Significant change Derivative financial assets 282,478 1,560,788 -81.90% Realization and revaluation of derivatives Derivative financial liabilities 240,459 1,463,614 -83.57% Realization and revaluation of derivatives Other payables 1,672,441 1,075,721 55.47% Mainly increase in liabilities in respect of securitization transaction and acquisition of subsidiaries Contractual liabilities 1,349,014 1,092,253 23.51% Seasonality increase mainly due to rebates Non-current liabilities due within one year 1,746,360 1,272,581 37.23% Increase due to long-term loan expected repayment in the coming twelve months Long term payable 98,435 27,327 260.21% Increase due to new plan in one of the group subsidiaries Other non-current liabilities 1,367,666 434,030 215.11% Increase due to a put option in respect of minority interests. Treasury shares - 60,357 100.00% Due to the B-Shares repurchase and cancellation II. Information regarding the Shareholders 1. Total number of ordinary shareholders and preference shareholders who had resumed their voting rights, and shareholdings of top 10 shareholders at the period-end Unit: share Total number of ordinary shareholders at the end of the Reporting Period 43,849 (the number of ordinary A share shareholders is 29,959; the number of B share shareholders is 13,890) Total number of preference shareholders who had resumed their voting right at the end of the Reporting Period (if any) 0 Shareholdings of top 10 shareholders Name of shareholder Nature of shareholder Shareholding percentage Number of shares held Number of restricted shares held Pledged or frozen shares Status Number Syngenta Group Co., Ltd. State-owned legal person 78.47% 1,828,137,961 -- -- -- China Cinda Asset Management Co., Ltd. State-owned legal person 1.34% 31,115,916 -- -- -- Portfolio No.503 of National Social Security Fund Others 0.77% 18,000,000 -- -- -- Huarong Ruitong Equity Investment Management Co., Ltd. State-owned legal person 0.55% 12,885,906 -- -- -- Hong Kong Securities Clearing Company Limited Overseas legal person 0.36% 8,275,503 -- -- -- Bosera Funds-China Merchants Bank- Bosera Funds Xincheng No.2 Collective Asset Management Plan Others 0.28% 6,500,000 -- -- -- Bosera Funds-Postal Savings Bank- Bosera Funds Xincheng No.3 Collective Asset Management Plan Others 0.26% 6,000,000 -- -- -- China Universal Fund-Industrial Bank-China Universal-Strategic Enhancement No.3 Collective Asset Management Plan Others 0.19% 4,400,000 -- -- -- State-owned Assets Administration Bureau of Qichun County State-owned legal person 0.18% 4,169,266 -- -- -- Zhu Shenglan Domestic natural person 0.18% 4,100,000 -- -- -- Shareholdings of top 10 non-restricted shareholders Name of shareholder Number of non-restricted shares held at the period-end Type of shares Type Number Syngenta Group Co., Ltd. 1,828,137,961 RMB ordinary share 1,828,137,961 China Cinda Asset Management Co., Ltd. 31,115,916 RMB ordinary share 31,115,916 Portfolio No.503 of National Social Security Fund 18,000,000 RMB ordinary share 18,000,000 Huarong Ruitong Equity Investment Management Co., Ltd. 12,885,906 RMB ordinary share 12,885,906 Hong Kong Securities Clearing Company Limited 8,275,503 RMB ordinary share 8,275,503 Bosera Funds-China Merchants Bank- Bosera Funds Xincheng No.2 Collective Asset Management Plan 6,500,000 RMB ordinary share 6,500,000 Bosera Funds-Postal Savings Bank- 6,000,000 RMB ordinary share 6,000,000 Bosera Funds Xincheng No.3 Collective Asset Management Plan China Universal Fund-Industrial Bank-China Universal-Strategic Enhancement No.3 Collective Asset Management Plan 4,400,000 RMB ordinary share 4,400,000 State-owned Assets Administration Bureau of Qichun County 4,169,266 RMB ordinary share 4,169,266 Zhu Shenglan 4,100,000 RMB ordinary share 4,100,000 Related or act-in-concert parties among the shareholders above Syngenta Group Co., Ltd. is not related party or acting-in-concert party as prescribed in the Administrative Methods for Acquisition of Listed Companies to other shareholders. It is unknown to the Company whether shareholders above are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. Top 10 ordinary shareholders conducting securities margin trading (if any) Shareholder Zhu Shenglan held 4,100,000 shares of the Company through a credit collateral securities trading account. 2. Total number of preference shareholders and shareholdings of the top 10 of such at the period-end □ Applicable √ Not applicable III. Other Significant Events √Applicable □Not applicable 1. On August 30, 2021, the Company received the Notice of Sinochem Holdings Corporation Ltd. (“Sinochem Holdings”) on the Initiation of Joint Restructuring Procedure released by Sinochem Holdings stating, that the latter decided to initiate, starting from the date of the notice, the acquisition procedure for the listed companies associated with Sinochem Group and ChemChina in accordance with the relevant provisions. On September 16, 2021, the Company received a letter from Sinochem Holdings, stating that the industrial and commercial change registration on the transfer of equity in ChemChina to Sinochem Holdings has been completed. After the completion of such transfer, the controlling shareholder and the actual controller of the Company remained unchanged. 2. On September 28, 2021, the Company received the Shares Registration Confirmation Letter issued by China Securities Depository and Clearing Corporation Limited forwarded by its controlling shareholder Syngenta Group, approving that the registration procedures for the transfer of the 5.14% of the Company’s total share capital held by Sanonda Holdings Co., Ltd. were completed, and the corresponding shares were transferred to Syngenta Group. After the completion of such transfer, Syngenta Group holds 1,828,137,961 shares (accounting for 78.47% of the Company’s total share capital). The controlling shareholder and the actual controller of the Company remained unchanged. The following are the relevant announcements disclosed on the website www.cninfo.com.cn.: Announcements Disclosure date Announcement on Equity Transfer of China National Chemical Corporation Ltd. at Nil Consideration (Announcement No. 2021-38) Aug 31, 2021 Abstract of Acquisition Report of ADAMA Ltd. Aug 31, 2021 Acquisition Report of ADAMA Ltd. Sep 4, 2021 Legal Opinions of Tian Yuan Law Firm on Acquisition Report of ADAMA Ltd. Sep 4, 2021 Legal Opinions of Tian Yuan Law Firm on Exemption of Sinochem Holdings Corporation Ltd. from Making a Tender Offer for the Acquisition of ADAMA Ltd. Sep 4, 2021 Announcement on Completion of Industrial and Commercial Registration of Changes on Equity Transfer of China National Chemical Corporation Ltd. at Nil Consideration (Announcement No. （未完）  |