[年报]安道麦B(200553):2022年年度报告（英文版）
原标题:安道麦B:2022年年度报告（英文版） ADAMA LTD. ANNUAL REPORT 2022 ADAMA Ltd. 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. For further important additional information and details, please refer to the Annex. March 2023 Section I - Important Notice, Table of Contents and Definitions ? 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 Efrat Nagar - the person leading the accounting function (Chief Financial Officer), hereby assert and confirm the truthfulness, accuracy and completeness of the Financial Report. ? All of the Company’s directors attended the board meeting for the review of this Report. ? The forward looking information described in the Report, such as future plans, development strategy etc., does not constitute, in any manner whatsoever, a substantial commitment of the Company to investors. Investors and other relevant people are cautioned to be sufficiently mindful of investment risks as well as the difference between plans, forecasts and commitments. ? The Company has described its future development strategies, work plan for 2023 and possible risks in “VIII. Outlook of the Company’s future development” in Section III. The major risks of the Company include, among others, exchange rate fluctuations; exposure to interest rate, Israel CPI and NIS exchange rate fluctuations; fluctuations in raw material inputs and prices, and in sales. Investors and other relevant people are cautioned to be sufficiently mindful of investment risks. For the complete “Risk factors and countermeasures” of the Company, please see the relevant section below. ? The pre-plan of the dividend distribution approved by the meeting of the Board of Directors on March 19, 2023 refers to the total outstanding 2,329,811,766 shares of the Company on February 28, 2023 as the basis for the distribution as cash dividend of RMB 0.27 (before tax) per 10 shares, to all the shareholders of the Company. No shares will be distributed as share dividend, and no reserve will be transferred to equity capital. ? This Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies between the two versions, the Chinese version shall prevail. Table of Contents Section I - Important Notice, Table of Contents and Definitions ................................................ 2 Section II - Corporate Profile and Financial Results ......................................................................... 6 Section III - Performance Discussion and Analysis ......................................................................... 12 Section IV - Corporate Governance ........................................................................................................... 54 Section V - Environment and Social Responsibilities .................................................................... 79 Section VI - Significant Events...................................................................................................................... 91 Section VII - Change in Shares & Shareholders ............................................................................... 136 Section VIII - Preferred Stock ....................................................................................................................... 148 Section IX - Corporate Bonds ...................................................................................................................... 149 Section X - Financial Report ......................................................................................................................... 150 Contents of Documents Available for Reference (I) Duly signed Financial Statements by the Legal Representative and Accounting Principal as well as Head of the Accounting Organ. (II) Duly signed Auditor’s Report and seals the certified public accountants. (III) Originals of all Company’s documents previously disclosed in media designated by the CSRC as well as the originals of all the public notices, were deposited in the Company’s office. Definitions In this Report, the following terms have the meaning appearing alongside them, unless otherwise specified: General Terms Definition Company, the Company ADAMA Ltd. Adama Agricultural Solutions Ltd., a wholly-owned subsidiary of the Company, Adama Solutions incorporated in Israel according to its laws Anpon, ADAMA Anpon ADAMA Anpon (Jiangsu) Ltd., a wholly-owned subsidiary of the Company Board of Directors/Board The Board of Directors of the Company Board of Supervisors The Board of Supervisors of the Company Articles of Association / AOA The Articles of Association of the Company Group, the Group, ADAMA The Company, including all its subsidiaries, unless expressly stated otherwise ChemChina China National Chemical Co., Ltd. CNAC China National Agrochemical Co., Ltd. CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange SASAC State Assets Supervision and Administration Commission of China Syngenta Group Co., Ltd., the controlling shareholder of the Company as of June Syngenta Group 15, 2020, a wholly-owned subsidiary of CNAC Sinochem Holdings Sinochem Holdings Corporation Ltd. Sinochem Holdings including all its subsidiaries unless otherwise indicated or the Sinochem Group context otherwise requires Report This 2022 Annual Report Financial Report The Financial Reports for the year 2022, as contained in this Report Reporting Period, this Period, Year 2022 Current Year Company Law Company Law of the People’s Republic of China Securities Law Securities Law of the People’s Republic of China Listing Rules Listing Rules of the SZSE Section II - Corporate Profile and Financial Results I. Corporate Information II. Contact Information Securities Affairs Representative Board Secretary Investor Relations Manager Name Guo Zhi Wang Zhujun Address 6/F, No.7 Office Building, No.10 Courtyard, Chaoyang Park South Road, Chaoyang District, Beijing Tel. 010-56718110 010-56718110 Fax 010-59246173 010-59246173 III. Information Disclosure IV. Company Registration and Alteration V. Other Information The Accounting Firm Engaged by the Company
□ Applicable √ Not applicable Financial advisor engaged by the Company to continuously perform its supervisory function during the Reporting Period □ Applicable √ Not applicable VI. Main Accounting and Financial Results Whether the Company performed any retroactive adjustments to or restatement of its accounting data √ Yes □ No Reasons for Retroactive Adjustments or Restatement of the Accounting Data: Changes to the Accounting Policies Unit: RMB’000
from 2022, when disposing derivative instruments, the Group recorded the accumulated gain or loss of derivative instru- ments in the “Gain (loss) from Changes in Fair Value”. Before 2022, the Group recorded the abovementioned gain or loss in the “Investment income, net”. The Company reclassified the “Gain(loss) from Changes in Fair Value” and the “Investment income, net” in the corresponding period in 2021. Such change did not impact the operating results or net assets of the reporting period. The net income before or after deduction of non-recurring profit or loss for the last three fiscal years is negative no matter which amount is less and the audit report for the most recent year shows that there is uncertainty about the company's ability to continue its operation. □ Yes √ No The less amount of the net income before and after extraordinary gain or loss is negative □ Yes √ No VII. Differences in Accounting Data under Domestic and Foreign Accounting Standards 1. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese and international accounting standards □ Applicable √ Not applicable None during the Reporting Period. 2. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese and foreign accounting standards □ Applicable √ Not applicable None during the Reporting Period. 3. Explanation on the differences in accounting data □ Applicable √ Not applicable VIII. Main Financial Results by Quarter Unit: RMB’000
in quarterly or semi-annual reports □ Yes √ No IX. Non-Recurring profit/loss √ Applicable □ Not applicable Unit: RMB’000
Mainly provision for early retirement plan of employees at the Company’s Israeli manufacturing facilities as explained above in the note. Explanation of non-recurring items of profit or loss listed in "Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public-Non-Recurring Profit and Loss" reclassified as recurring items of profit or loss □ Applicable √ Not applicable No such cases during the Reporting Period. Section III - Performance Discussion and Analysis I. Industry in which the Company Operates during the Reporting Period The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen- zhen Stock Exchange: No. 3 - Disclosure of Industry Information”. General Environment and the Effect of External Factors on the Company’s Operations As a global leader in the crop protection industry, major trends, events and key developments in the Group's macro- economic environment may materially impact the Group’s business results and development. The impact of these factors may differ by geographic region and the different products of the Group. Since the Group offers one of the widest and most diverse product portfolios of crop protection products and since it operates in many geographic regions, the aggregate effect of these factors in any given year, and during the course thereof, is not uniform and may sometimes be mitigated by offsetting effects. The activities and results of the Group are further subject to, and affected by, certain global, localized and other factors, such as: demographic changes; economic growth and rising standards of living; agricultural commodity prices; significant fluctuations in raw material costs and global energy prices; development of new crop protection technologies; patent expiries and growth in volumes of off-patent products; the global agricultural markets and volatile weather conditions; regulatory changes; government policies; world ports, international monetary policies and the financial markets. Crop prices reached record levels in May 2022, driven by tight stocks, adverse weather conditions and the Ukraine-Russia conflict which disrupted the supply of commodities. Prices have since declined but are expected to remain above pre- pandemic levels. The high crop prices drove strong farmer income, despite the higher cost environment (fertilizer, chemicals, labor, energy) faced by farmers. As a result, crop protection demand stayed strong in 2022 and farmers were able to absorb crop protection price increases. Going into 2023, crop protection channel inventories in some regions are above average, which may dampen demand in the near future. The cost environment has improved throughout the second half of 2022, as raw material and active ingredient prices in China continued to decline, logistic prices normalized and energy prices eased. However, costs are still higher than pre- pandemic levels, with some areas still experiencing especially high costs, like European co-formulants and inland transportation. The Company continues to actively manage its procurement and supply chain activities. It also endeavors to adjust its pricing wherever market conditions allow, to compensate for these increased costs, the results of which were apparent throughout the year. II. Main business of the Company during the Reporting Period The company is required to comply with the “Self-regulatory Guidelines for Listed Companies on Shen- zhen Stock Exchange: No. 3 - Disclosure of Industry Information”. The Company is a corporation incorporated in the People's Republic of China. The Group is a global leader in crop protection, engaging in the development, manufacturing and commercialization of a wide range of crop protection products, that are largely off-patent. The Group provides solutions to farmers to combat weeds, insects and disease, and sells its products in over 100 countries, through approximately 60 subsidiaries worldwide. The Group's business model integrates end-customer access, regulatory expertise, state-of-the art global R&D, production and formulation facilities, thereby providing the Group a significant competitive edge and allowing it to launch new and differentiated products that meet local farmers and customer needs in key markets. The Group's primary operations are global, spanning activities in Europe, North America, Latin America, Asia-Pacific 1 (including China) and India, the Middle East and Africa . The Group also utilizes its expertise to adapt such products also for the development, manufacturing and commercialization of similar products for non-agricultural purposes (Consumer and Professional Solutions). In addition, the Group leverages its core capabilities in the agricultural and chemical fields and operates in several other non-agricultural areas, none of which, individually, is material for the Group. These activities, collectively reported as Intermediates and Ingredients, include primarily, (a) the manufacturing and marketing of dietary supplements, food colors, texture and flavor enhancers, and food fortification ingredients; (b) fragrance products for the perfume, cosmetics, body care and detergents industries; (c) the manufacturing of industrial products and (d) other non-material activities. Syngenta Group As of June 2020, the Group is a distinctive member of Syngenta Group, a world leader in agricultural inputs, spanning crop protection, seeds, fertilizers, additional agricultural and digital technologies, as well as an advanced distribution network in China. As of August 2021, following the combination between ChemChina and Sinochem Group, Syngenta Group, and subsequently the Group, are ultimately controlled by Sinochem Holdings - parent of both ChemChina and Sinochem Group, subordinated to SASAC. Crop Protection Products The Group is focused on the development, manufacturing and commercialization of largely off-patent crop protection products, which are generally herbicides, insecticides and fungicides, which protect agricultural and other crops against weeds, insects and disease, respectively. Herbicides - During cultivation, crops are exposed to various weeds that grow in their environment and compete for water, light and nutrients. Herbicides are designed to prevent or stunt the development of such weeds to allow the cultivated crop to develop optimally throughout the different stages of its growth, and therefore to reach optimum yield. The herbicides sold by the Company are both selective (do not affect or harm the crop itself) and non-selective. The best-selling herbicides are those designed to protect soy, corn, cereals, rice and cotton. 1 As of 2023, the India, Middle East & Africa (IMA) region has been reorganized such that the countries formerly included in this region Insecticides - Insecticides are designed to control various types of insects and pests in a selective manner (without harming the crop itself). The best-selling insecticides are designed to protect fruits and vegetables, corn, cotton and soy. Fungicides - Fungicides are designed to combat various diseases and parasitical fungi. In general, when weather conditions in the agricultural season are dry, the prevalence of crop diseases is much smaller, reducing demand for such products. Fungicides are used most frequently in crops such as cereals, fruit, vegetables, soy, grapevines and rice. Main production processes, and upstream and downstream elements Production - The Group's manufacturing sites house two types of facilities: (1) dedicated facilities designed to produce a single product or product family; and (2) multi-purpose facilities - comprising the majority of the Group's facilities where several kinds of products may be manufactured. The latter provide the Group with manufacturing flexibility and enable it to prepare for the manufacturing of new products, subject to maintaining and ensuring quality standards. Value chain - Generally, the value chain between the Group and the end customer who ultimately purchases its products around the world may be characterized as follows: Importer / Formulator -> Distributor -> Retailer -> Farmer. Due to the expansion of the Company's activities and the acquisition and establishment of subsidiary companies in different regions of the world in recent years, in most cases companies owned by the Group carry out the role of the formulator and/or the importer, and occasionally also the role of the distributor and sometimes the retailer. In the past, farmers stored the inventory in their own warehouses, but this trend has changed and today most of inventories are stored either in the importers' or the distributors’ warehouses. Raw materials and suppliers - The Group procures and manufactures a large variety of raw materials, which may not be uniformly characterized, together with complementary raw materials or intermediates required to produce the finished products and/or their formulations. The most significant element of the Group's cost of sales is the cost of raw materials used in its production processes, which is primarily influenced by global changes in the supply of raw materials, and, to a certain extent, extreme fluctuations in international oil prices. Similarly, the cost of purchasing finished products for sale to third parties is also significant. The Group purchases its raw materials from various suppliers, primarily in China, Europe, the U.S.A., and South America. The Group's supplier network has not changed significantly over the past few years, while suppliers from China are still a main source for raw material, due to the wide range of products and competitive prices offered by them, together with the improved quality of the products that are examined by the Group through product quality testing. Customers - The Company’s customers are numerous and are distributed across many countries throughout the world, while in some countries, sales are made to a relatively small number of customers. Generally, the Group's products are primarily sold to regional and local distributors in the different countries, who in turn market them to end customers in that country, some of whom are large cooperatives. The Group also sells, inter alia, to multinational companies and to other producers that manufacture end-use products based on active ingredients sourced from the Group's. The vast majority of sales are made to returning customers, typically without long-term supply contracts, as is customary in the industry. In most countries, purchases are made without long-term advance orders, while in some areas they are made based on (non- binding) rolling sales forecasts and actual orders. The Group's actual production is based on these forecasts. Distribution and marketing - The Group's marketing operations are global and designed to consistently increase profits and market share. The Group markets its products directly through local representation in all of the largest agricultural markets worldwide by means of local salespeople and commercial activities directed at the distributors, agricultural consultants and farmers. For further important additional information and details, please refer to the Annex. Procurement model of major raw materials
Reasons for significant changes in raw material prices compared with the previous reporting period □ Applicable √ Not applicable Whether the Company spends more than 30% of its total production cost on energy supply □ Applicable √ Not applicable Reasons that there is material change to the main energy types during the reporting period □ Applicable √ Not applicable Production Technologies of Main Products
Capacity of main products
590,000 tons of formulation capacity globally. Products Produced in Major Chemical Industry Parks EIA approval status that is being applied or newly obtained during the reporting period √ Applicable □ Not applicable During the reporting period, the Company didn’t newly receive approval: ADAMA Anpon, a subsidiary of the Company, received the following EIA approval: ? “Reply to the Environmental Impact Report of Expansion of Utilities and Auxiliary Facilities: 110v Transformer Station and Power Lines” Abnormal production suspension during the reporting period □ Applicable √ Not applicable Relevant approvals, permits and qualifications √ Applicable □ Not applicable
th July 5 , 2024
Pesticide Business rd Sanonda Business of Hubei September 3 , 2023 License
Company focused on oil processing and trade □ Applicable √ Not applicable Company focused on fertilizer □ Applicable √ Not applicable Company focused on agrochemicals √ Applicable □ Not applicable off-patent crop protection solutions. The Group’s global crop protection market share was approximately 6.5% in 2022, based on preliminary estimation made by AgBio Investor regarding total sales in the agrochemical industry, and 6.0% in 2021. and marketing, registration in every country where the Company intends to market them. The Company has development and registration centers, located in Europe, Israel, Latin America, Brazil, North America, India and Asia. Further, its global registration network, providing local registration capabilities in over 100 countries, enables the Group to efficiently introduce new products in all major markets and provide farmers with a comprehensive portfolio of crop protection solutions. In the last three years, the Group’s registration network of highly-skilled professionals has obtained approximately 1,300 new product registrations. These capabilities are increasingly important as regulatory requirements continue to increase globally. Tax policies - The Group develops, purchases, manufactures and markets its products through many companies worldwide, and as such operates through approximately 60 subsidiaries. To the best of the Group’s knowledge, it is in material compliance with applicable tax laws. Company focused on chlorine alkali and caustic soda business □ Applicable √ Not applicable Company focused on chemical fiber industry □ Applicable √ Not applicable Company focused on plastic and rubber making □Applicable √ Not applicable III. Core Competitiveness Analysis As a leading off-patent crop protection provider in the global crop protection market, the Group believes that the following strengths provide it with sustainable competitive advantages and the foundation to capitalize on favorable underlying agriculture and crop protection industry trends: ? Off-patent Industry Leader. The Group’s success as one of the world’s leading off-patent companies has given it a deep understanding of the industry and enabled it to build one of the most extensive off-patent product offerings, giving it the ability to provide efficient, value-added solutions to farmers of every major crop around the world. Moreover, the breadth of the Group’s product portfolio, with no single active ingredient constituting more than 5% of its sales in 2022, combined with its extensive geographic reach, provide effective diversification and enhanced stability. The Group strives to continue to gain market share, building on its leading role in the market, farmer-centric focus and broad product portfolio. Furthermore, the Group’s addressable market continues to expand as the crop protection market globally continues to shift towards off-patent products, the segment of the market on which the Group focuses. This shift is the result of significant increases in the costs and risks of discovering and developing novel and effective Active Ingredients (AIs), which over time has led to fewer introductions of new molecules each year by the Company’s Research-Based Company (RBC) competitors. The Group believes that its strength in the off-patent market provides it with a certain competitive advantage relative to RBCs, as it is able, with its research, technology and know-how, to access off-patent crop protection products developed by all of the various major RBCs. This allows the Group to enhance existing crop protection products and introduce unique mixtures and formulations. In parallel, the Group’s global scale, registration expertise and manufacturing footprint are competitive advantages in comparison to many of its off-patent peers. ? Global Reach and Strength in Emerging Markets. The Group has an industry leading global footprint with extensive market presence. The Group enjoys broad geographic diversification by selling in over 100 countries with a balanced regional split, as evidenced by its 2022 revenue breakdown of approximately 20% in Europe, 29% in Latin America, 18% in North America, 21% in Asia Pacific, and 12% in India, the Middle East and Africa. This regional balance enhances the Group’s growth profile and provides diversification across different countries, climates, crops and planting seasons. The Group has a particularly strong presence in emerging markets, where growth is expected to outpace developed markets, and from which it derived more than half of its 2022 sales. ? Unique Positioning and Access to China. The Group believes that the foundation provided by the integration of Adama Solutions with the operational and commercial infrastructure of the Company in China, together with its unique relationship with its ultimate controlling shareholder, Sinochem Holdings, provides it with a clear advantage in penetrating the Chinese market, one of the largest and fastest growing agricultural markets in the world. The Group is one of the only global crop protection providers with a significant integrated commercial and operational infrastructure within China. The Group intends to leverage this infrastructure to pursue a leading position in the Chinese crop protection market and capitalize on the growing importance of high-quality global brands in China. With its activities in China also forming part of Syngenta Group China, the Group believes it is uniquely positioned to capitalize on the trend toward consolidation within the high-growth, highly fragmented Chinese crop protection market. In addition to helping it become a leader in the Chinese crop protection market, the integration of the Company’s China-based manufacturing facilities into the Group’s global manufacturing operations provides it with the ability to more effectively develop and commercialize advanced, differentiated products, as well as benefit from improved cost positions in key molecules, enhance the optimization of its global supply chain over time, drive greater efficiency throughout the organization, and secure both revenue growth as well as increased profitability. ? Collaborations with members of the Syngenta Group. The Group is working together with the other companies within the Syngenta Group to create value for itself and the Syngenta Group through increasing the Group’s sales, reducing costs and improving processes. Such efforts include various collaboration initiatives for the sale and distribution of finished products, raw materials supply and procurement, logistics and supply chain, as well as in the R&D and products’ registration fields. ? Vertically Integrated Business with Global Scale. The Group is one of the few off-patent crop protection providers that is active across virtually the entire value chain, from worldwide marketing, sales and distribution, to registration, production and R&D. As a result, the Group is able to efficiently manage its product portfolio and operations in response to the dynamic needs of farmers, changing weather conditions, government policies and regulations, and capture value at each point in the value chain. Approximately 85% of the Group’s products are synthesized and/or formulated or both in its world-class, well-invested facilities across the globe. Having deep knowledge, expertise and experience in all aspects of the development process, integrated chemical synthesis and formulation production and control over the entire supply chain, provides the Group with cost and control advantages, and the agility to address market challenges and capture value. Further, its global registration network, providing local registration （未完）  |