Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
HUBEI SANONDA CO., LTD.SEMI-ANNUAL REPORT 2018
Adama Agricultural Solutions Ltd., one of the world's leading crop protection companies, and HubeiSanonda Co., Ltd. have combined, creating the only integrated, publicly traded Global-China crop protectioncompany.
At ADAMA, we strive to Create Simplicity in Agriculture - offering farmers effective products and servicesthat simplify their lives and help them grow. With one of the most comprehensive and diversified portfoliosof differentiated, quality products, our 6,600 strong team reaches farmers in over 100 countries, providingthem with solutions to control weeds, insects and disease, and improve their yields.
Please see key additional information and further details included in the Annex.
August 2018
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Section I Important Notice, Table of Contents and Definitions
The Company’s Board of Directors, Board of Supervisors, directors, supervisors and seniormanagers confirm that the content of the Report is true, accurate and complete and contains no falsestatement, misleading representation or material omissions, and assume joint and several legalliability arising therefrom.Chen Lichtenstein, the person in charge of the Company as well as its legal representative, andAviram Lahav, the person in charge of the accounting function (Chief Financial Officer), herebystate and ensure the truthfulness, accuracy and completeness of the Financial Report.All the Company’s directors attended the board meeting for the review of this Report.The forward looking information described in this Report, such as future plans, developmentstrategy etc., does not constitute, in any manner whatsoever, a material commitment of theCompany to investors. Investors and other relevant people should be sufficiently mindful ofinvestment risks as well as the difference between plans, forecasts and commitments.The Company has described its possible risks in “X Risks Facing the Company andCountermeasures” under Section IV herein.For the Reporting Period, the Company does not plan to distribute cash dividends or bonus shares orconvert capital reserve into share capital.This Report and its Abstract have been prepared in both Chinese and English. Should there be anydiscrepancies between the two versions, the Chinese version shall prevail.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Table of Contents
Section I Important Notice, Table of Contents and Definitions ...... 2
Section II Corporate Profile and Financial Results ...... 5
Section III Business Profile ...... 8
Section IV Performance Discussion and Analysis ...... 10
Section V Significant Events ...... 26
Section VI Change in Shares and Shareholders ...... 34
Section VII Preference Shares ...... 40
Section VIII Directors, Supervisors and Senior Management ...... 41
Section IX Corporate Bonds ...... 42
Section X Financial Report ...... 43
Section XI Documents Available for Reference ...... 158
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Definitions
Term DefinitionCompany, the Company Hubei Sanonda Co., Ltd.
Adama Solutions
Adama Agricultural Solutions Ltd., a wholly-
Company, incorporated in Israel according to its lawsBoard of Directors/Board The Board of Directors of the CompanyBoard of Supervisors The Board of Supervisors of the CompanyGroup, the Group The Company and its subsidiariesCSRC China Securities Regulatory CommissionSZSE Shenzhen Stock ExchangeReporting Period, this period January 1, 2018 - June 30, 2018ChemChina China National Chemical Co., Ltd.
CNAC
China National Agrochemical Co., Ltd.
owned subsidiary of the, the controlling shareholder of the
Company, a wholly-owned subsidiary of ChemChina
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Section II Corporate Profile and Financial Results
I Corporate Information
Stock name Sanonda A, Sanonda B Stock code 000553, 200553Stock exchange Shenzhen Stock ExchangeCompany name in Chinese 湖北沙隆达股份有限公司Abbr. 沙隆达Company name in English Hubei Sanonda Co., Ltd.Abbr. SANONDALegal representative Chen Lichtenstein
II Contact Information
Board Secretary Securities Affairs RepresentativeName Li Zhongxi Liang JiqinAddress No. 93, Beijing East Road, Jingzhou, Hubei No. 93, Beijing East Road, Jingzhou, HubeiTel. 0716-8208632 0716-8208232Fax 0716-8321099 0716-8321099E-mail zhongxi.li@adama.com jiqin.liang@adama.com
III Other Information
1. Ways to Contact the CompanyIndicate by tick mark whether any changes occurred to the registered address, office address and their postal codes,
website address and email address of the Company during the Reporting Period.□ Applicable √ Not applicableNo changes occurred to the said information during the Reporting Period, which can be found in the 2017 AnnualReport.
2. Information Disclosure Media and Place where this Report is KeptIndicate by tick mark whether any changes occurred to the information disclosure media and the place where this
Report is kept during the Reporting Period.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
□ Applicable √ Not applicableThe newspapers designated by the Company for information disclosure, the website designated by the CSRC forthe publication of this Report and the location where this Report is kept did not change during the ReportingPeriod. The said information can be found in the 2017 Annual Report.
IV Main Accounting Data and Financial Indexes
Indicate by tick mark whether the Company needs to retroactively adjust or restate any of its accounting data.√Yes □ NoReason for retrospective adjustment or restatement: Business combination under common control.
Reporting Period
Same period of last year +/- (%)Before adjustment
After adjustment
After adjustment
Operating revenues (RMB’000) 13,026,258 1,465,703 12,770,064 2.01%
Company (RMB’000) 2,362,781 169,191 1,316,994 79.41%
Net profit attributable to shareholders of theNet profit attributable to shareholders of the
Company excluding non-recurring
Net profit attributable to shareholders of the | |
profit and |
loss (RMB’000)
790,296 167,054 167,054 373.08%Net cash flow from
(RMB’000) 779,518 221,244 2,249,146 -65.34%Basic EPS (RMB/share) 0.9658 0.2849 0.5624 71.73%Diluted EPS (RMB/share) N/A N/A N/AWeighted average return on net assets %11.65 8.09% 7.62% 4.03%
End of Reporting
Period
End of last year +/- (%)Before adjustment
operating activities
After adjustment
After adjustment
Total assets (RMB’000) 41,577,798 39,613,922
39,685,756
(Note 1)
4.77%Net assets
attributable to shareholders of the
Company (RMB’000)
21,543,425 18,778,013
18,849,847
(Note 1)
14.29%Note 1:
The amounts specified are 2018 opening balance amounts rather than 2017 closing balance amounts. As of January 1, 2018, theCompany began to adopt the revised Accounting Standards for Business Enterprises (“ASBE”) regarding financial instruments andrevenue, promulgated by Ministry of Finance in 2017. According to the transitional requirements of relevant revised ASBEs, theopening balances of total assets and net assets attributable to the shareholders of the Company have been adjusted. The total assetsand net assets attributable to the shareholders of the Company as at December 31, 2017 were RMB’000 39,613,922 and RMB’000
18,778,013, respectively.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
V Differences in Accounting Data under Domestic and Foreign Accounting Standards
1. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under Chinese andInternational Accounting Standards□ Applicable √ Not applicableNo such differences for the Reporting Period.
2. Differences in Net Profit and Net Assets Disclosed in Financial Reports Prepared under Chinese andForeign Accounting Standards□ Applicable √ Not applicableNo such differences for the Reporting Period.
3. Reason for accounting data differences under Chinese and Foreign Accounting Standards□ Applicable √ Not applicable
VI Non-Recurring Profit/Loss
√ Applicable □ Not applicable
Unit: RMB’000Item Reporting Period NoteGains/losses on the disposal of non-
offset part of asset impairment provisions)
1,997,170
Divestment in Europe and US,due to the Syngenta Transaction.
current assets (including the
Government grants recognized through profit or loss (excluding
government grants closely related to business of the Company
government grants closely related to business of the Companyand given at a fixed quota or amount in accordance with
government’s uniform standards)
10,787
Recovery or reversal of provision for bad debts which is asse
and given at a fixed quota or amount in accordance withssed
individually during the years
13,249Other non-operating income and expenses other than the above (787)
Less: Income tax effects 447,934NCI (after tax) -Total 1,572,485
Explanation of why the Company classified an item as non-recurring profit/loss according to the definition in theExplanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to thePublic - Non-Recurring Profit and Loss, or reclassified any non-recurring profit/loss item given as an example inthe said explanatory announcement to recurrent profit/loss□ Applicable √ Not applicableNo such cases in the Reporting Period.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Section III Business Profile
I Main Business of the Company during the Reporting Period
Is the Company subject to any disclosure requirements for special industries?No.
The Company is a corporation incorporated in the People's Republic of China.The Group engages in the development, manufacturing and marketing of off-patent crop protection products, andis one of the leading companies in the world in this field. The Group supplies solutions to farmers inapproximately 100 countries across the globe, through approximately 60 subsidiary companies throughout theworld.
The Group is the world’s leading off-patent crop protection solutions company (by sales), and is ranked sixth inthe world among all companies engaged in the field of crop protection. The Group's business model integratesend-customer access, regulatory expertise, and global R&D and production capabilities, thereby providing theGroup with a significant competitive edge and allowing it to launch new and differentiated products that cater tofarmers’ needs in key markets worldwide.
Adama-Sanonda combination - The combination of Adama Solutions and the Company was successfullycompleted, whereby on July 4, 2017, the entire share capital of Adama Solutions was transferred from CNAC tothe Company, in return for the issuance of new shares in the Company to CNAC and their registration for trade onthe SZSE which was completed on August 2, 2017 (together the “Combined Company”; the “CombinationTransaction”). Subsequently, the Company is consolidating Adama Solutions’ financial statements as of the thirdquarter 2017.
The Group's primary operations are focused on Europe, North America, Latin America, Asia-Pacific and the India,Middle-East and Africa region. In total, the Group sells its products in approximately 100 countries worldwide.The Group is focused on the development, manufacturing and marketing of off-patent crop protection products(which are mainly herbicides, fungicides and insecticides designed to protect agricultural and other crops), andutilizes its expertise for the development and adaptation 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 severalother non-agricultural areas, none of which, individually, is material for the Group. These activities includeprimarily, (a) the manufacture 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 detergentsindustries; (c) the manufacture of industrial products and (d) other non-material activities.
Trends, events and key developments in the Group's macro-economic environment may have a material impact onits business results and development. The effects of these factors may differ depending on geographic region anddifferent products of the Group. Since the Group maintains a broad product portfolio and since it is active in manygeographic regions, the aggregate effect of these factors in any given year and the course thereof is not uniformand may sometimes even be mitigated by counterbalancing influences. The activities and results of the Group isfurther 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
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
material costs and global energy prices; development of new crop protection technologies; patent expiry andgrowth in volumes of off-patent products; the agricultural market and severe weather conditions; regulatorychanges; government policies; world ports and monetary policy and the financial market.Please see key additional information and further details included in the Annex.
II Significant Changes in Main Assets
1. Significant Changes in Main Assets
Main assets Explanations regarding significant changeStock rights/Equity assets No significant changes
Fixed assets No significant changesIntangible assets Portfolio of products acquired from Syngenta.Construction in progress / On-
construction projects
No significant changesTrade receivables Seasonal increase
goingFinancial assets at fair value through
profit or loss
Additional investmentDerivative financial assets Revaluation of derivatives
Bills receivable Mainly endorsed to suppliersPrepayments Mainly due to payment timingOther receivables Mainly decrease in subordinated note in respect of securitization transactionAssets held for sale Divestment transaction completed
2. Main Assets Overseas√ Applicable □ Not applicable
Specificcontents ofthe assets
Reason
Scale of the
assets(RMB’000)
Financial assets at fair value through
Location
Operation
mode
Controlmeasures to
guaranteesafety of the
assets
P/L of the
assets(RMB’000)
overseas
Proportion ofassets out of
assets out of |
the net assets |
(%)
Significantimpairment
risk?Equity
investment in
AdamaSolutions
Acquiredthrough major
assetsrestructuring.
18,097,813
Israel andglobally
CropProtection
CorporateGovernance
2,114,843
84% NoOther
explanations
See item I above regarding the completion of the Combination Transaction in July 2017.
III Core Competitiveness Analysis
Is the Company subject to any disclosure requirements for special industries?No.No significant changes occurred to the core competitiveness of the Company in the Reporting Period.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Section IV Performance Discussion and Analysis
I Overview
Please see key additional information and further details included in the Annex.
Financial HighlightsRevenues. The increase in revenues was driven by robust volume growth. Especially strong performance wasrecorded in the Americas, China and the India, Middle East and Africa region. In Europe, revenues over thehalf-year grew slightly, with a recovery in the second quarter after a delayed start to the season in the firstquarter. In addition to the volume growth, improved demand conditions facilitated a stronger pricingenvironment, allowing the passing on of some of the impact of the constrained supply and higher procurementcosts.
Gross profit. The increase in gross profit reflects the strong volume growth of a better product mix, as well ashigher prices, which were partially offset by the increased procurement costs of raw materials andintermediates.
Operating expenses. The increase in Sales and Marketing expenses resulted primarily from an increase insales-related personnel marketing and product development teams in growing geographies and an increase inother variable expenses as a result of the increase in sales volumes. The increase in R&D, General andAdministrative expenses resulted primarily from increased spend on strategic research and developmentprojects. In addition to these factors, part of the increase in total operating expenses stemmed from the impactof the strengthening of most currencies against the US dollar, mainly in the first quarter.
Financial expenses and investment income. The increase in financial expenses and investment income in thehalf-year period was primarily due to the adoption of a new accounting standard which classifies part ofinterest income on sales as revenue, partially offset by foreign exchange income related to balance sheetpositions.
Tax expenses. The higher tax expenses stem from increased profits accrued at the Group’s selling entitiesworldwide, as well as the non-cash impact of the devaluation of the Brazilian Real, which resulted in a lowervalue of local currency-denominated tax assets. Notably, the comparatively low tax expenses recorded in thefirst half of last year reflected a benefit from the utilization of tax loss carryforwards in the first quarter of 2017.
Working capital. Higher working capital served to accommodate the higher sales growth momentum.Inventories were higher due to significant product preparation in advance of the season in the southernhemisphere, as well as the higher procurement costs. Receivables were higher due to the strong sales growth,partially offset by an increase in payables.
Cash Flow. Notwithstanding the stronger growth momentum requiring increased inventories in advance ofthe season, due to the continued implementation of advanced supply chain alignment, the Group maintains itsinventory days at their historically low levels. Additionally, continued tight control of credit allowed the
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
receivable days of the Group to be at record best mid-year levels. This working capital discipline facilitatedthe generation of strong operating cash flow, while accommodating the significant sales growth.Additions to assets includes investments in product registrations and other intangible and fixed assets,including the transfer of products in Europe from Syngenta in the first quarter of 2018. Proceeds from disposalof assets includes the divestment of certain products in Europe in the first quarter of 2018 in connection withthe approval of the European Commission for ChemChina’s acquisition of Syngenta, while in 2017 similarlyincludes one-time proceeds resulting from the sale of non-core assets.Leverage: The significantly reduced balance sheet net debt at the end of June puts the Group’s netdebt/EBITDA ratio at 0.7x, compared to 1.2x at the same time last year.
II Analysis of Main Business
See details on the relevant contents of “I. Overview” of “Performance Discussion and Analysis”.
Year-on-year changes of main financial data:
Unit: RMB’000
Reporting Period/Closing Balance
Same period of last year/
Opening Balance
+/-% Reason for changeFinancial assets at fair
value through profit orloss
32,693 23,000 42.14%
Additional investmentDerivative financial
assets
940,225 455,153 106.57%
Revaluation of derivatives
Bills receivable 88,285 180,030 (50.96%)
Mainly endorsed tosuppliersAccounts receivables 6,614,644 5,085,911 30.06% Mainly due to seasonality
Prepayments 286,942 202,111 41.97%
Mainly due to paymenttiming
Other receivables 707,725 1,029,557 (31.26%)
Mainly decrease insubordinated note inrespect of securitizationtransaction
Assets held for sale - 403,297 (100%)
Divestment transactioncompleted
Intangible assets 5,895,824 4,036,588 46.06%
Mainly purchase ofintangible from SyngentaAG
Short term loans 384,482 2,280,912 (83.14%)
Repayment of short termloansDerivative financialliabilities
1,209,687 789,050 53.31%
Revaluation of derivatives
Bills payable 144,991 311,557 (53.46%) Cheques paidTaxes payable 595,224 431,275 38.01%
Mainly due to increase incorporate income tax dueto increase in taxableprofitDividend payables 154,383 250 61,653.20% Dividend to shareholders
Other payables 1,991,600 1,375,993 44.74%
Mainly increase inliability in respect ofsecuritization transactionand liabilities for
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Reporting Period/Closing Balance
Same period of last year/
Opening Balance
+/-% Reason for change
discountsLong-term loans 320,382 514,320 (37.71%)
Mainly due to repaymentof loansProvision 113,041 163,913 (31.04%)
Decrease in provision inrespect of contingencies
Deferred tax liability 471,942 224,613 110.11%
Mainly due to utilizationof losses carry forwarddue to gain from disposalof intangible assets.
Other comprehensiveincome
401,339 (104,080) (485.61%)
Mainly due to revaluationof hedge transactions andtranslation effect offoreign operationsSpecial reserves 14,259 9,349 52.52%
Additions to safetyproduction costRetained earnings 5,500,544 3,307,924 66.28% Mainly net profitFinancing Expense 330,018 911,916 (63.81%)
Mainly exchange ratedifferences
Income tax expenses 727,264 142,257 411.23%
Mainly due to gain fromdisposal of intangibleassets and devaluation ofthe Brazilian Real whichresulted in a decrease inthe local tax assetsreducedOperating income 13,026,258 12,770,064 2.01%Cost of goods sales 8,571,417 8,179,694 4.79%Selling and Distributionexpenses
2,223,934 2,122,890
4.76%
General andadministrative expenses
637,129 559,398
13.90%
Net cash flows fromoperating activities
779,518 2,249,146 (65.34%)
Includes mainly anincrease in workingcapital, due to an increase
in inventory due tosignificant productpreparation in advance ofthe season in the southernhemisphere, as well as thehigher pr
ocurement costs.
Net cash flows used ininvesting activities
(264,623) (484,293) (45%)
Reduction in netinvestment due toproceeds from disposal of
intangible assets.Net cash flows used infinancing activities
(2,356,158) (966,091) 144% Cash repayment of loans
ocurement costs.
Net increase (decrease)in cash and cashequivalents
(1,842,878) 703,907 (361.81%)
See explanations above
regarding cash flow
Major changes to the profit structure or sources of the Company in the Reporting Period:
□ Applicable √ Not applicableNo such cases in the Reporting Period.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Breakdown of main business:
Unit: RMB’000
Operatingrevenues
Cost of goods
sold
Gross margin (%)
YoYincrease/decreaseof the operating
revenues
YoYincrease/decrease
of the cost of
goods sold
YoYincrease/decrease
of the gross
marginClassified by industriesIndustry ofmanufacturing chemicalraw materials andchemical products
13,026,258
8,571,417 34.20% 2.01% 4.79% -2.95%Classified by products
Agro 12,132,725
7,899,306 34.89% 2.29% 5.22% -2.66%Classified by regions
-- -- -- -- -- -- --
III Analysis of Non-Core Business
√ Applicable □ Not applicableUnit:RMB’000
Amount
Proportion in total
profit
Reasons Whether sustainedInvestment income 147,053 5% -- No
Gain/loss from changeof Fair Value
-243,376 -8% -- NoImpairment of asset 43,880 1% -- NoNon-operating income
1,997,170 64.63%
Divestment in Europe due to
the Syngenta Transaction
NoNon-operating loss 29,004 0.94% -- No
IV Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB’000
End of Reporting Period
End of same period of last
year
Change inpercentage
(%)
Reason for significant change
Amount
As a
percentage of
total assets
(%)
Amount
As a
percentage of | percentage of |
total assets
(%)
on hand
6,049,530 14.55% 4,544,474 12.09% 2.46% no significant changeAccountsreceivable
6,614,644 15.91% 6,436,524 17.12% -1.21% no significant changeInventories 8,274,820 19.90% 7,344,645 19.53% 0.37% no significant changeInvestmentproperties
4,251 0.01% 4,565 0.01% 0.00% no significant change
Cash at bank andLong term equity
investment
119251 0.29 0.27% 0.02% no significant changeFixed assets 6,150,140 14.79% 6,480,834 17.24% -2.45% no significant change
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
End of Reporting Period
End of same period of last
year
Change inpercentage
(%)
Reason for significant change
Amount
As a
total assets
(%)
Amount
As a
percentage of | percentage of |
total assets
(%)Construction inprogress
871,046 2.09% 587,248 1.56% 0.53% no significant changeIntangible assets
5,895,824 14.18% 4,349,139 11.57% 2.61% no significant changeGoodwill 3,939,153 9.47% 3,987,019 10.60% -1.13% no significant changeDeferred taxassets
623,619 1.50% 708,345 1.88% -0.38% no significant changeShort term loans
384,482 0.92% 537,567 1.43% -0.51% no significant changeAccountspayables
4,221,331 10.15% 3,745,730 9.96% 0.19% no significant changeEmployee
benefits payable
766,690 1.84% 986,126 2.62% -0.78% no significant changeLong-term loans
320,382 0.77% 492,644 1.31% -0.54% no significant changeDebenturespayable
7,548,581 18.16% 8,026,553 21.35% -3.19% no significant change
2. Assets and Liabilities Measured at Fair Value√ Applicable □ Not applicable
Unit: RMB’000Item
Openingbalance
Profit/loss on
fair valuechanges in the
Reporting
Period
Cumulative fair
value changes
charged to
equity
Impairmentprovided in the
Reporting
Period
Purchased inthe Reporting
Period
Sold in theReporting
Period
Cumulative fair
Closingbalance
Financial assetsFinancial assetsmeasured at fairvalue throughprofit or loss(excludingderivativefinancial assets)
23,000 -2,877 -309 - 64,969 -52,090 32,693Derivative
financial assets(including longterm)
455,153 43,621 335,385 - - 128,503 962,662Other equity
investments
91,090 - -64 - - - 91,154Total financial
assets
569,243 40,744 335,012 - 64,969 76,413 1,086,509Other
Total of above 569,307 40,744 335,012 - 64,969 76,413 1,086,509Financialliabilities
789,050 431,600 - - - - 1,220,650
Significant changes in the measurement attributes of the main assets in the Reporting Period□ Yes √ No
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
3. Restricted Asset Rights as of End of the Reporting PeriodAt the end of this Reporting Period, restricted assets included RMB 28.150 million - restricted cash, most of
which is as guarantee for bank acceptance bills ; RMB 6.134 million - fixed assets, as mortgage for loans; andRMB 130.128 million - other non-current assets, mainly as guarantee for asset securitization and law suits.
V Investments Made
1. Overall Condition of the Total Investments Made√Applicable □ Not applicable
Investment during the Reporting
Period (RMB’000)
Investment during the Same Period
Last Year (RMB’000)
+/-% YoY
27,502,6830 +100%
2. Significant Equity Investments Made in the Reporting Period□ Applicable √ Not applicable3. Significant Non-Equity Investments Ongoing in the Reporting Period□ Applicable √ Not applicable4. Financial Investments(1) Securities Investments□ Applicable √ Not applicable
No such cases in the Reporting Period.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
(2) Investments in Derivative Financial Instruments√ Applicable □ Not applicable Unit: RMB’000
The party thatoperates theinvestment
Relationwith theCompany
Related
partytransaction
or not?
Type Initial
investment
amount
Starting date
Expiring
date
Investmentamount atbeginning of the
period
Amountpurchasedduring thereporting
period
Amount sold
during thereporting
period
Impairmentaccrued (if
any)
Investmentamount at endof the period
Percentage ofinvestment amount
divided by net asset |
at end of the period
Gain/lossduring thereporting
periodBanks No No Option
52,274 24/04/2018
24/12/2018
52,274 6,409,987 -1,228,530
No 5,233,731 24.31% -3,711Banks No No Forwards
15,911,923
03/04/2018
30/10/2018
15,911,923 21,092,696 -24,582,737
No 12,421,882 50.70% -367,360Total 15,964,197
-- -- 15,964,197 27,502,683 -25,811,267
17,655,613 82.01% -371,071Source of fund for the investment InternalLitigation-related situations (if applicable) N/ADate of disclosure of Board approval (if any) December 30, 2017
Date of disclosure of Shareholders’ approval (if any)
N/A
Risk and control analysis for the reporting period(including but not limited to market risk, liquidityrisk, credit risk, operational risk, legal risk, etc.)
The aforesaid refers to short term hedging currency transactions made with banks.The Group’s transactions are not traded in the market. The t
ransactions are between the applicable company in the Group and the applicable bank until the
expiration date of the transaction, therefore no market risk is involved.Regarding credit and liquidity risk, the Group is working with large and substantial banks only and with some of them the Group has ISDA agreements.As to operational risk, the Group is working with approved software for all transactions.No legal risk is involved.The controls taken in order to further reduce said risks are:
? The relevant subsidiaries have specific guidelines, under the Group’s policy, which were approved by the subsidiaries' Financial S
ransactions are between the applicable company in the Group and the applicable bank until thetatements
Committee of the Board, which specifies, inter alia, the hedging policy, the persons that have
tatements | |
the authorization to deal with hedging, the tools, ranges |
etc. The only subsidiary that has hedging positions in the Group in the period was Adama Solutions and its subsidiaries.
? The relevant subsidiaries apply local SOX audits that audit the working proce
quarterly audit.
? The controllers of the relevant subsidiaries are involved and monitor the hedging accounting treatment.
Every 2-3 years the internal audit of the relevant subsidiaries department is auditing the entire procedure.
Hubei Sanonda Co., Ltd. Semi-Annual Report 2018
Market price or fair value change of investmentsduring the reporting period.Specific methodology and assumptions should bedisclosed in the analysis of fair value of theinvestments
The aforesaid refers to short term hedging currency transactions made by the relevant subsidiary with banks.Segregation of duties as follows:
For the fair value evaluation, the relevant subsidiary is using external experts. The relevant subsidiary hedges
simple (options and forwards) for up to 1.5 years. Therefore, the valuation is straightforward, and the exchange rates are provided by
currencies only; the relevant transactions arethe accounting department
of the relevant subsidiary and all other parameters are provided by the external experts.
the accounting departmentExplanation for any significant changes in accounting
policies and principles, compared with last reportingperiod
N/AIndependent Directors’ opinion on the investment in
derivative financial instruments and related riskcontrols
The derivative investments carried by the Company are for hedging and avoiding the risk of market fluctuations. The investments respond to the Company’
Explanation for any significant changes in accountings
routine business demands and are in accordance with the relevant laws and regulations
s. Additionally, the Company has adopted Currency Risk Hedging Policy to
strengthen the risk management and control which benefit the Company’s ability to protect against
. Additionally, the Company has adopted Currency Risk Hedging Policy tomarket risk. The derivative investments do not harm the
interests of the Company and its shareholders.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
VI Sale of Major Assets and Equity Interests
1. Sale of Major Assets□ Applicable √ Not applicable
No such cases in the Reporting Period.
The Company successfully concluded and executed the transfer and divestment process relating to ChemChina’sacquisition of Syngenta mentioned in Item VI in Section IV (Performance Discussion and Analysis) of the 2017Annual Report (the “Syngenta Transaction”), with effective integration of the product portfolio transferred fromSyngenta as well as the simultaneous transition of divested products, ensuring continuity of supply, maintenanceof quality and minimal disruption to customers.
2. Sale of Major Equity Interests□ Applicable √ Not applicable
VII Main Controlled and Joint Stock Companies
√ Applicable □ Not applicableList of the stock-participating companies influencing over 10% of the net profits on the major subsidiaries and theCompany
Unit: RMB’000Name Type
Main services
capital
Registered
Totalassets
Operatingrevenues
Net assets | ||
Operating
profit
Net profit
AdamaSolutions
Subsidiary
Development,manufacturing andmarketing of agrochemicals,intermediatematerials for otherindustries, food additivesand synthetic aromaticproducts, mainly for export
720,085 33,891,178
14,823,296
11,783,305
2,926,319 2,235,906
Subsidiaries acquired or disposed during the Reporting Period□ Applicable √ Not applicable
VIII Structured Entities Controlled by the Company
□ Applicable √ Not applicable
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
IX Performance Forecast for January-September 2018
Warning of possible loss or considerable YoY change in the accumulative net profit made during theperiod-beginning to the end of the next reporting period, as well as the reasons:
□ Applicable √ Not applicable
X Risks Facing the Company and Countermeasures
The Group believes that it is exposed to several major risk factors, resulting from its economic environment, theindustry and the Group's unique characteristics, as follows (the order below does not indicate priority):
Exchange rate fluctuationsAlthough the Company reports its consolidated financial statements in RMB, the Company’s material subsidiaryAdama Solution reports its consolidated financial statements in US dollars, which is its functional currency, whileits operations, sales and purchases of raw materials are carried out in various currencies. Therefore, fluctuations inexchange rates impact the Company’s results. In the Company's assessment, the Group's most significantexposures are to the Euro, the Israeli Shekel and the Brazilian Real. The Company has lesser exposures to othercurrencies. The strengthening of the US dollar against other currencies in which the Company operates reducesthe amount of the sales reported in dollar terms, and vice versa.On an annual perspective, approximately 33% of Adama Solutions' sales are to the European market and thereforethe impact of long-term trends on the Euro may affect the Company's results and profitability.Measuring currency exposure from foreign currency exchange rate fluctuations against assets, including inventoryof finished products in countries of sale, liabilities and cash flow denominated in foreign currencies are doneconstantly. High volatility of the exchange rates of these currencies could increase the costs of transactions tohedge against currency exposure, thereby increasing the Company's financing costs.Adama Solutions uses commonly accepted financial instruments to hedge most of its substantial net balance sheetexposure to any particular currency. Nonetheless, since as part of these operations Adama Solutions hedgesagainst most of its balance sheet exposure and against only part of its economic exposure, exchange rate volatilitymight impact Adama Solutions’ results and profitability. Adama Solutions has hedged most of its balance sheetexposure for the first six months of 2018 as it is on the date of publication of this reportIn addition, as the Company’s product sales depend directly on the cyclical nature of the agricultural seasons,therefore the Company’s income and its exposure to the various currencies is not evenly distributed over the year.Countries in the northern hemisphere have similar agricultural seasons and therefore, in these countries, thehighest sales are usually during the first half of the calendar year. During this period, the Company is mostexposed to the Euro, the Polish Zloty and the British Pound. In the southern hemisphere, the seasons are oppositeand most of the local sales are carried out during the second half of the year. During these months, most of theCompany's exposure pertains to the Brazilian Real. The Company has more sales in markets in the northernhemisphere and therefore, the Company's sales volume during the first half of the year is higher than the salesvolume during the second half of the year.Exposure to Interest rate, Israel CPI and NIS exchange rate fluctuationsThe main portion of the debentures issued by Adama Solutions, material subsidiary of the Company, is linked tothe Israel Consumer Price Index (CPI) and therefore an increase in the CPI might lead to a significant increase inits financing expenses. As of the date of approval of the financial statements, Adama Solutions hedged most of itsexposure to this risk on an ongoing basis, through CPI hedging transactions.Adama Solutions is exposed to changes in the US dollar LIBOR interest rate as Adama Solutions has
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
dollar-denominated liabilities, which bear variable LIBOR interest. Adama Solutions prepares a quarterlysummary of its exposure to changes in the LIBOR interest rate and periodically examines hedging the variableinterest rate by converting it to a fixed rate. As of the date of approval of the financial statements, AdamaSolutions has not carried out hedging for such exposure, since US dollar interest rates have been relatively stable.
Business operations in emerging marketsThe Group conducts business – mainly product sales and raw material procurement – inter alia, in emerging
markets such as Latin America (particularly in Brazil, the largest country market in which the Group operates),Eastern Europe, South East Asia and Africa. The Group's activity in emerging markets is exposed to risks typicalof those markets, including: political and regulatory instability; volatile exchange rates; economic and fiscalinstability and frequent revisions of economic legislation; relatively high inflation and interest rates; terrorism orwar; restrictions on import and trade; differing business cultures; uncertainty as to the ability to enforcecontractual and intellectual property rights; foreign currency controls; governmental price controls; restrictions onthe withdrawal of money from the country; barter deals and potential entry of international competitors andaccelerated consolidation by large-scale competitors in these markets. Developments in these regions may have asignificant effect on the Group's operations. Distress to the economies of these markets could impair the ability ofthe Group's customers to purchase its products or the ability to market them at international market prices, as wellas harm the Group's ability to collect customer debts, in a way that could have a significant adverse effect on theGroup's operating results.The Group’s operations in multiple regions allows for the diversification of such risks and for the reduction of itsdependency on particular economies. In addition, changes in registration requirements or customers' preferencesin developed countries, which may limit the use of raw materials purchased from emerging economies, mayrequire redeployment by the Group's procurement organization, which might negatively affect its profitability fora certain period.Operating in a competitive marketThe crop protection industry is highly competitive. Currently, approximately 60% of the industry's global marketis shared by four leading Originator Companies, which are based in Europe or North America, these beingDowDuPont, Bayer (now including Monsanto), BASF and Syngenta, which develop, manufacture and marketboth patent-protected as well as off-patent products. The Group competes with the original products with the aimof maintaining and increasing its market share.The Originator Companies possess resources enabling them to compete aggressively, in the short-to-medium term,on price and profit margins, so as to protect their market share. Loss of market share or inability to acquireadditional market share from the Originator Companies can affect the Group's position in the market andadversely affect its financial results. For details regarding the Group’s competitive advantages see section III -subsection III of the 2017 annual report of the Company.Similarly, the Group also competes in the more decentralized off-patent market, with other off-patent companiesand smaller-scale Originator Companies, which have significantly grown in number in recent years and arematerially changing the face of the crop protection products industry, the majority of whom have not yet deployedglobal distribution networks, and are only active locally. These companies price their products aggressively and attimes have lower profit margins than the Group, which may harm the Group's sales and product prices. TheGroup's ability to maintain its revenues and profitability from a specific product in the long term is affected by thenumber of companies producing and selling comparable off-patent products and the time of their entrance to therelevant market.Any delay in developing or obtaining registrations for products and/or delayed penetration into markets and/orgrowth of competitors that focus on off-patent active ingredients (whether by the expansion of their productportfolio, granting registrations to other manufacturers (including manufacturers in China and India) to operate inadditional markets, transforming their distribution network to a global scale or increasing the competition for
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
distribution access), and/or difficulty in purchasing low cost raw materials, may harm the Group’s sales in thissector, affect its global position and lead to price erosion.
Decline in scope of agricultural activities; exceptional changes in weather conditionsThe scope of agricultural activities may be negatively affected by many exogenous factors, such as extremeweather conditions, natural disasters, a significant decrease in agricultural commodity prices, government policiesand the economic condition of farmers. A decline in the scope of agricultural activities would cause a decline inthe demand for the Group’s products, erosion of its prices and collection difficulties, which may have a significantadverse effect on the Group's results. Extreme weather conditions as well as damages caused by nature have animpact on the demand for the Group's products. The Group believes that, should a number of such bad seasonsoccur in succession, without favorable seasons in the interim, its results may sustain significant harm.Environmental, health and safety legislation, standards, regulation and exposureMany aspects of the Group's operations are strictly regulated, including in relation to production and trading, andparticularly in relation to the storage, treatment, manufacturing, transport, usage and disposal of its products, theiringredients and byproducts, some of which are considered hazardous. The Group's activities involve hazardousmaterials. Defective storage or handling of hazardous materials may cause harm to human life or to theenvironment in which the Group operates. The regulatory requirements regarding the environment, health andsafety could, inter alia, include soil and groundwater clean-up requirements; as well as restrictions on the volumeand type of emissions the Group is permitted to release into the air, water and soil.The regulatory requirements applicable to the Group vary from product to product and from market to market, andtend to become stricter with time. In recent years, both government authorities and environmental protectionorganizations have been applying increasing pressure, including through investigations and indictments as well asincreasingly stricter legislative proposals and class action suits related to companies and products that maypotentially pollute the environment. Compliance with the foregoing legislative and regulatory requirements andprotection against such legal actions requires the Group to spend considerable financial resources (both in terms ofsubstantial ongoing costs and in terms of material one-time investments) as well as human resources in order tomeet mandatory environmental standards. In some instances, this may result in delaying the introduction ofproducts into new markets or in adverse effects on the Group’s profitability. In addition, the toughening, materialalteration or revocation of environmental licenses or permits, or their stipulations, or the inability to obtain suchlicenses and permits, may significantly affect the Group's ability to operate its production facilities, which in turnmay have a material adverse effect on the financial and business results of the Group. The Group may be requiredto bear significant civil liability (including due to class actions) or criminal liability (including high penaltiesand/or high compensation payments and/or costs of environmental monitoring and rehabilitation), resulting fromviolation of environmental, health and safety regulations, while some of the existing legislation may imposeobligations on the Group for strict liability, regardless of proof of negligence or malice.While the Group invests material sums in adapting its facilities and in constructing special facilities in accordancewith environmental requirements, it is currently unable to assess with any certainty whether these investments(current and future) and their outcomes may satisfy or meet future requirements, should these be significantlyincreased or adjusted. In addition, the Group is unable to predict with any certainty the extent of future costs andinvestments it may incur so as to meet the requirements of the environmental authorities in Israel or in othercountries in which it operates since, inter alia, the Group is unable to estimate the extent of potential pollutions,their length, the extent of the measures required to be taken by the Group in handling them, the division ofresponsibility among other parties and the amounts recoverable from third parties.Furthermore, the Group may be the target of bodily injury claims and property damage claims caused by exposureto hazardous materials, which are predominantly covered under the Group’s insurance policies.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Legislative, standard and regulatory changes in product registrationThe majority of the substances and products marketed by the Group require registration at various stages of theirdevelopment, production, import, utilization and marketing, and are also subject to strict regulatory supervision bythe regulatory authorities in each country. Compliance with the registration requirements, that vary from countryto country and which are becoming more stringent with time, involves significant time and costs and rigorouscompliance with individual registration requirements for each product. Noncompliance with these regulatoryrequirements might materially adversely affect the scope of the Group’s expenses, cost structure and profitmargins, as well as penetration of its products in the relevant market, and may even lead to suspension of sales ofthe relevant product, and recall of those products already sold, or to legal action. Moreover, to the extent newregulatory requirements are imposed on existing registered products (requiring additional investment or leading tothe existing registration's revocation) and/or the Group is required to compensate another company for its use ofthe latter's product registration data, these might amount to significant sums, considerably increasing the Group'scosts and adversely affecting its results and reputation.Additionally, the Group believes that, in countries where it maintains a competitive advantage, any toughening ofregistration requirements may actually increase this advantage, since this will make it difficult for its competitorsto penetrate the same market, whereas in countries in which the Group possesses a small market share, if any,such toughening may make further penetration of the Group's products into that market more difficult.Product liabilityProduct and producer liability present a risk factor to the Group. Regardless of their prospects or actual results,product liability lawsuits might involve considerable costs as well as tarnish the Group's reputation, thusimpacting its profits. The Group has third-party and defective product liability insurance cover. However, there isno certainty that the scope of insurance cover is sufficient. Any future product liability lawsuit or series oflawsuits could materially affect the Group’s operations and results, should the Group lose the lawsuit or should itsinsurance cover not suffice or apply in a particular instance. In addition, while currently the Group has notencountered any difficulty renewing such insurance policy, it is possible that it will encounter future difficulties inrenewing an insurance policy for third party liability and defective products on terms acceptable to the Group.Successful market penetration and product diversificationThe Group’s growth and profit margins are affected, inter alia, by the extent of its success in developingdifferentiated products and obtaining registrations for them, so as to enable it to gain market share at the expenseof its competitors. Usually, being the first to launch a certain off-patent product affords the Group continuingadvantage, even after other competitors penetrate the same market. Thus, the Group's revenues and profit marginsfrom a certain product could be materially affected by its ability to launch such product ahead of the launch of acomparable product by its competitors.Should new products fail to meet registration requirements in the different countries or should it take a long periodof time to obtain such registrations, the Group's ability to successfully introduce a new product to the market inquestion in the future would be affected, since entry into the market prior to other competitors is important forsuccessful market penetration. Furthermore, successful market penetration involves, inter alia, productdiversification in order to suit each market's changing needs. Therefore, if the Group fails to adapt its product mixby developing new products and obtaining the required regulatory approvals, its future ability to penetrate thatmarket and to maintain its existing market share could be affected. Failure to introduce new products to givenmarkets and meet Group objectives (given the considerable time and resources invested in their development andregistration) might affect the sales of the product in question in the relevant market, the Group’s results andmargins.Intellectual property rights of the Group and of third partiesThe Group's ability to develop off-patent products is dependent, inter alia, on its ability to oppose patents of an
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Originator Company or other third parties, or to develop products that do not otherwise infringe intellectualproperty rights in a manner that may involve significant legal and other costs. Originator Companies tend tovigorously defend their products and may attempt to delay the launch of competing off-patent products byregistering patents on slightly different versions of products for which the original patent protection is about toexpire or has expired, with the aim of competing against the off-patent versions of the original product. TheOriginator Companies may also change the branding and marketing method of their products. Such actions mayincrease the Group's costs and the risk it entails, and harm or even prevent its ability to launch new products.The Group is also exposed to legal claims that its products or production processes infringe on third-partyintellectual property rights. Such claims may involve time, costs, substantial damages and management resources,impair the value of the Group's brands and its sales and adversely affect its results. As of the date of approval ofthe financial statements, such lawsuits that were concluded involved non-material amounts.Furthermore, the Group protects its brands and trade secrets with patents, trademarks and other methods ofintellectual property protection, however these protective means may not be sufficient for safeguarding itsintellectual property. Any unlawful or other unauthorized use of the Group's intellectual property rights couldadversely affect the value of its intellectual property and goodwill. In addition, the Group may be required to takelegal action involving financial costs and resources to safeguard its intellectual property rights.Fluctuations in raw material inputs and prices, and in costs of goods soldSignificant percentage of the cost of the Groups’ sales derives from raw material costs. Hence, significantincreases or decreases in raw material costs affect the cost of goods sold, which is generally seen a number ofmonths following such cost fluctuation. Most of the Group's raw materials are distant derivatives of oil prices, andtherefore extreme increases or decreases in oil prices may affect the costs of raw materials, even if only partiallyor indirectly.To reduce exposure to fluctuations in the prices of raw materials, the Group customarily engages in long-termpurchase contracts for key raw materials, wherever possible. Similarly, the Group acts to adjust its sales prices, ifpossible, to reflect the changes in the costs of raw materials.As of the date of approval of the financial statements, the Group has not engaged in any hedging transactionsagainst increases in oil prices and other raw material costs.Exposure due to recent developments in the genetically modified seeds marketAny further significant development in the market of genetically modified seeds for agricultural crops, includingas a result of regulatory changes in certain countries currently prohibiting the use of genetically modified seeds,and/or any significant increases in the sales of genetically modified seeds or crop protection products of whichgenetically modified crops are designed to be tolerant, such as Glyphosate and/or other existing or new cropprotection products that are developed (substituting traditional products), will affect demand for crop protectionproducts, requiring the Group to respond by adapting its product portfolio to the new demand structure.Consequently, to the extent that the Group fails to adapt its product mix accordingly, this may reduce demand forits products, erode their sales price and necessarily affect the Group’s results and market share.Operational risksThe Group’s operations, including its manufacturing activities, rely, inter alia, on computer systems. The Groupcontinually invests in upgrading and protecting these systems. Any unexpected failure of these systems, as well asthe integration of new systems, could involve substantial costs and adversely affect the Group's operations untilcompletion of the repair or integration. The potential occurrence of a substantial failure that cannot be repairedwithin a reasonable time frame may also affect the Group's operations and its results. Currently, the Group has aproperty and loss-of-profit insurance policy.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Raw material supply and/or shipping and port services disruptionsLack of raw materials or other inputs utilized in the manufacture of Group products may prevent the Group fromsupplying its products or significantly increase production costs. Moreover, the Group imports raw materials to itsproduction facilities in Israel and/or outside Israel, from where it exports the products to its subsidiaries aroundthe world for formulation and/or commercialization purposes. Disruptions in the supply of raw materials fromregular suppliers may adversely affect operations until an alternative supplier is engaged. If any of the Group'ssuppliers are unable to supply raw materials for a prolonged period, including due to ongoing disruptions and/orprolonged strikes and/or infrastructure defects in the operating of a relevant port, and the Group is unable toengage with an alternative supplier at similar terms and in accordance with product registration requirements, thismay adversely affect the Group's results, significantly affect its ability to obtain raw materials in general, or obtainthem at reasonable prices, as well as limit its ability to supply products and/or meet customer supply deadlines.These might negatively affect the Group, its finances and operating results. In order to reduce this risk, it is theGroup's practice to occasionally adjust the volume of its product inventories and at times utilize air freight.Failed mergers and acquisitions; difficulties in integrating acquired operationsThe Group's strategy includes growth through mergers, acquisitions, investments and collaborations designed, in acalculated manner, to expand its product portfolio and deepen its presence in certain geographical markets.Growth through mergers and acquisitions requires assimilation of acquired operations and their effectiveintegration in the Group, including realization of certain forecasts, profitability, market conditions andcompetition.Failure to successfully implement the above and/or non-realization of the said forecasts may result in notachieving the additional value forecasted, losing customers, exposure to unexpected liabilities, reduced value ofthe intangible assets included in the merger or acquisition as well as the loss of professional and skilled humanresources.Production concentration in limited plantsA large portion of the Group’s production operations is concentrated in a small number of locations. Naturaldisasters, hostilities, labor disputes, substantial operational malfunction or any other material damage mightsignificantly affect Group operations, as a result of the difficulty, the time and investment required for relocatingthe production operation or any other activity.International taxationMost of the Group’s sales are global, through its consolidated subsidiaries worldwide. These individual companiesare assessed in accordance with the tax laws effective in each respective location. The Group’s effective tax ratecould be significantly affected by different classification or attribution of the profits arising from the share ofvalue earned of the companies in the Group in the various countries, as will be recognized in each tax jurisdiction;changes in the characteristics (including regarding the location of control and management) of these companies;changes in the breakdown of the Group's profits into regions where differing tax rates apply; changes in statutorytax rates and other legislative changes; changes in assessment of the Group's deferred tax assets or deferred taxliabilities; changes in determining the areas in which the Group is taxed; and potential changes in the Group'sorganizational structure.Changes in tax regulations and the manner of their implementation, including with regard to the implementationof BEPS (Base Erosion and Profit Shifting), may lead to a substantial increase in the Group's applicable tax ratesand have a material adverse effect on its financial state, results and cash flows.The Group’s Financial Statements do not include a material provision for exposure for international taxation, asstated above, based on professional counsel it has received.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Risks arising from the Group’s debtThe Group finances its business operations by means of its own equity and loans from external sources (primarilydebentures issued by Adama Solutions and bank credit). The Group's main source for servicing the debt and itsoperating expenses is by means of the profits from the Group companies’ operations. Restrictions applying to theGroup companies regarding distribution of dividends to the Group, or the tax rate applicable on these dividends,may affect the Group's ability to finance its operations and service its debt.In addition, the Group's funding agreements and documents require it to meet certain Financial Covenants. Failureto meet these covenants due to an exogenous event or non-materialization of Group forecasts, and insofar as thefinancing parties refuse to extend or update these Financial Covenants as per the Group’s capabilities, may leadthe financing parties to demand the immediate payment of these liabilities (or part thereof).Exposure to customer credit risksThe Group’s sales to customers usually involve customer credit as is customary in each market. A portion of thesecredit lines are insured, while the remainder is exposed to risk, particularly during economic slowdowns in therelevant markets. The Group’s aggregate credit, however, is diversified among many customers in multiplecountries, mitigating this risk. In addition, in certain regions, particularly in South America, credit days areparticularly long (compared to those extended to customers in regions such as Europe), and on occasion, inter alia,owing to agricultural seasons or economic downturns in those countries, the Group may encounter difficulties incollection of customer debts, with the collection period being extended over several years.Generally, such issues arise more often in developing countries where the Group is less familiar with its customers,the collaterals are of doubtful value and the insurance cover of these customers is likely to be limited. Creditdefault by any of the customers may negatively impact the Group's cash flow and financial results.The Group’s working capital and cash flow needsSimilar to other companies operating in the crop protection industry, the Group has substantial cash flow andworking capital requirements in the ordinary course of operations. In view of the Group's growth and consideringits primary growth regions, the Group’s broad product portfolio and its investments in manufacturinginfrastructures, the Group has significant financing and investment needs. The Group acts continually to improvethe state and management of its working capital. While currently the Group is in compliance with all its financialcovenants, significant deterioration of its operating results may in the future lead it to fail to comply with itsfinancial covenants and fail to meet its financial needs. As a result, the Group's ability to meet its goals andgrowth plans, and its ability to meet its financial obligations, may be harmed.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section V Significant Events
I Annual and Special Meetings of Shareholders Convened during the Reporting Period
1. Meetings of Shareholders Convened during the Reporting Period
Meeting Type
Investor
Convened date Disclosure date
participation ratio
Index to disclosed
information
st
InterimShareholdersMeeting in 2018
Interim ShareholdersMeeting
74.06% March 19, 2018 March 20, 2018
Announcement of the
st
InterimShareholders Meeting
in 2018(AnnouncementNumber:2018-11).
Disclosed at thewebsite CNINFO
www.cninfo.com.cn
2017 AnnualShareholdersMeeting
Annual ShareholdersMeeting
82.09% June 28, 2018 June 29, 2018
Announcement of the
Annual Shareholders
Meeting(AnnouncementNumber:2018-35).
Disclosed at thewebsite CNINFO
www.cninfo.com.cn
2. Special Meetings of Shareholders Convened at Request of Preference Shareholders with Resumed VotingRights□ Applicable √ Not applicable
II Proposal for Profit Distribution and Converting Capital Reserve into Share Capital for theReporting Period
□ Applicable √ Not applicableFor the Reporting Period, the Company does not plan to distribute cash dividends or bonus shares or convertcapital reserve into share capital.
III Commitments completed by the Company, the shareholders, the actual controllers, thepurchasers, or the other related parties during the reporting period and those which shouldbe completed but failed during the reporting period
□ Applicable √ Not applicableNo such cases in the Reporting Period.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
IV Engagement and Disengagement of CPA Firm
Has the semi-annual financial report been audited?□Yes √ NoThis Semi-Annual Report is unaudited.
V Explanations Given by Board of Directors and Board of Supervisors Regarding “ModifiedAuditor’s Report” Issued by CPA Firm for the Reporting Period
□ Applicable √ Not applicable
VI Explanations Given by Board of Directors Regarding “Modified Auditor’s Report” Issuedfor Last Year
□ Applicable √ Not applicable
VII Bankruptcy and Restructuring
□ Applicable √ Not applicableNo such cases in the Reporting Period.
VIII Litigation and Arbitration Matters
Significant litigations or arbitrations:
□ Applicable √ Not applicableNo such cases in the Reporting Period.Other litigations or arbitrations:
□ Applicable √ Not applicableNo substantial litigation or arbitrations in the Reporting Period.
IX Punishments and Rectifications
□ Applicable √ Not applicableNo such cases in the Reporting Period.
X Integrity of the Company, its controlling shareholders and actual controller
□ Applicable √ Not applicable
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures forEmployees
□ Applicable √ Not applicable
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
To the date of the Report, the Company does not have stock incentive plans, ESOP or other staff incentives. Itshall be noted, that the Company’s subsidiary approved in December 2017 and granted long-term cash rewards toexecutive officers and employees, which is based on the performance of the Company's shares (phantom cashincentives).
XII Significant Related Transactions
1. Related Transactions Relevant to Routine Operations□Applicable √ Not applicable
(1) There are no significant related-party transactions during the reporting period.(2) Item XII of Section X “Financial Statements” has set out the related parties and the related-party transactions
of the Company.2. Related Transactions Regarding Purchase or Sales of Assets or Equity Interests□ Applicable √ Not applicable
The Company was not involved in any related-party transactions arising from asset acquisition or sale during theReporting Period.
3. Related Transactions Regarding Joint Investments in Third Parties□ Applicable √ Not applicable
The Company was not involved in any significant related-party transaction with joint investments during theReporting Period.
4. Credits and Liabilities with Related Parties√ Applicable □ Not applicable
Whether exist non-operating credits and liabilities with related parties or not?□ Yes √ NoThe Company was not involved in any non-operating credit and liability with related parties in the ReportingPeriod.
5. Other significant related-party transactions√Applicable □Not applicable
The 2017 Annual Shareholders Meeting approved the expected related-party transactions in the ordinary businesscourse of the Company in 2018. Please refer to Item XII of Section X “Financial Statements” for details of therelated-party transactions in the ordinary business course.The website to disclose the interim announcements on significant related-party transactions:
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
XIII. Utilization of the Company’s capital by the controlling shareholder or its related partiesfor non-operating purposes
□ Applicable √ Not applicableThe Company was not involved in the non-operating utilization of funds by the controlling shareholder and otherrelated parties during the Reporting Period.
XIV. Significant Contracts and Execution
1. Entrustment, Contracting and Leasing(1) Entrustment□ Applicable √ Not applicable
No such cases in the Reporting Period.(2) Contracting□ Applicable √ Not applicable
No such cases in the Reporting Period.(3) Leasing□Applicable√ Not applicable
No significant leasing in the Reporting Period.2. Significant Guarantees□Applicable √Not applicable
The Company did not provide any significant guarantee during the reporting period.3. Other Significant Contracts□ Applicable √ Not applicable
No such cases in the Reporting Period.
Name of the interim announcement
Disclosure date of the interim
announcement
Website to disclose the interim
announcementAnnouncement on Expected Related-
the Ordinary Course of Business in 2018
June 8, 2018 www.cninfo.com.cn
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
XV. Social Responsibilities
1. Information on the Environmental Situation
Is the Company listed as key polluting entities by environmental protection agencies?Yes
name
Mainpollutantsandspecialpollutants
Company
Way ofemission
Numberof
emission
points
Layout ofemissionpoints
Concentration
emission
Pollution standardsapplied
Total amountemitted/discharged
Totalamountapproved
Exceeding
limit
Sanonda
Exceeding
COD Continuous
dischargepoint
Within limit
Centralized
ComprehensiveStandard onDischarge of WasteWater(GB8978-1996) ,COD<100mg/L
137.85 391.3 No
Sanonda
A
mmonia
nitrogen
mmonia
Continuous
Centralized
dischargepoint
Within limit
Centralized
ComprehensiveStandard onDischarge of WasteWater(GB8978-1996),Ammonianitrogen<15mg/L
13.91 50 No
Sanonda
NOx Continuous
Powerplant
Within limit
Standard on AirPollution of PowerPlant(GB13223-2011)NOx <200mg/m3
205.91 564.7 No
Sanonda
SO2 Continuous
Powerplant
Within limit
Standard on AirPollution of PowerPlant(GB13223-2011)SO2<200mg/m3
171.12 380 No
Sanonda
Fume anddust
Continuous
Powerplant
Within limit
Standard on AirPollution of PowerPlant(GB13223-2011)Fume anddust<30mg/m3
25.3 80 No
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
(1) Development and Operation of Environmental Facilities① Development and Operation of Waste Water FacilitiesThe Company has a waste water treatment facility whose capacity is designed at 12,400 tons per day. The wastewater facility is running well and COD (chemical oxygen demand) and ammonia nitrogen concentration aftertreatment meet the standards.② Development and Operation of Waste Gas FacilitiesThe treatment facility for the Company’s coal-based power plant is running well. SO
, NOxand dust in the waist
gas after treatment meet the standards.③ The Company discloses production and pollution information according the Interim Measures onEnvironmental Information Disclosure and transfers information of main waste water and air pollutants to theprovincial information platform on a daily basis.
(2) EIA of construction projects and other environmental administrative permitsNo.
(3) Contingency plan of environmental accidentsThe contingency plan is developed with a purpose of implementing a precautionary approach for environmentalsafety, ensuring quick response to potential environmental emergencies and carrying out rescue in awell-organized way according to pre-made rescue plan.① Composition of the command team② Emergency response
㈠ Alarm and Telecommunication㈡ Field Rescue③ Relief and Rescue of Environmental Pollution Accidents
㈠ Pollutants and Main Sources㈡ Cause Analysis of Environmental Pollution㈢ Relief and Rescue Measures㈣ Handling and Precautionary Measures of Environmental Pollution Accidents④ Supporting Measures
㈠ Supply support㈡ System support⑤ Training and Exercises
(4) Environment self-monitoring planThe Company developed the 2018 Environment Self-Monitoring Plan according to relevant governmentrequirements, to enhance environmental management, understand emissions and discharge of pollutants of theCompany, evaluate their impact on the surrounding environment, enhance management of pollutants dischargeand emissions in the process of production, be subject to supervision of environmental agencies and provide basisto pollution prevention and control.① Monitored IndicatorsWaste water: COD, NH
-N, PH, SS, BOD (Biochemical Oxygen Demand), Petroleum, TP, Volatile Phenol.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Air Pollutant: SO
, NOX, Dust.
Noise: Noise by site border② FrequencyBoiler emission and waste water discharged from the centralized point: continuous auto monitoringManual sampling: SS, BOD, Petroleum, TP, Volatile Phenol, once a month.Noise: once a quarter.
(5) Other environmental information that should be disclosedNo.
(6) Other related information on environmental protectionNo.
2. Perform the social responsibility of targeted poverty alleviation(1) Targeted Poverty Alleviation PlanningThe Company actively implements targeted poverty alleviation according to relevant instructions from Jingzhou
Leading Group on Poverty Alleviation.
(2) Half-year Overview
During the reporting period, the employees of the Company visited 20 households below the poverty line inSanzhou village and gave 300 RMB to each family.(3) Performance of Targeted Poverty Alleviation
Indicator
Measurement
unit
Number/ProgressI. General condition —— ——
Of which: 1. Capital RMB'0,000 0.6II. Itemized investment —— ——
1. Out of poverty by industrial development —— ——Of which: 1.1 type of industrial development out of poverty ——1.2 number of industrial development out of poverty Unit
1.3 investment amount of industrial development out ofpoverty
RMB'0,000
1.4 the number of people out of poverty who were helped toestablish card for archives
Number
2. Out of poverty by transferring employment —— ——
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Indicator
Measurement
unit
Number/Progress3. Out of poverty by relocating —— ——
4. Out of poverty by education —— ——5. Out of poverty by improving health —— ——6. Out of poverty by protecting ecological environment —— ——7. Subsidy for the poorest —— ——8. Social poverty alleviation RMB'0,000 0.69. Other items —— ——III. Received awards(contents and rank) —— ——
(4) Follow-up PlanThe Company will continue to steadily promote poverty alleviation with one-on-one subject following
instructions of Jingzhou disciplinary Committee and Leading Group on Poverty Alleviation.
XVI. Other Significant Events
□ Applicable √ Not applicableNote that the Company completed the non-public offering to raise matching funds. The listing date ofnewly-issued shares is January 17, 2018. For details, please see the announcements disclosed on the website of
www.cninfo.com.cn on July 7, 2017 and January 16, 2018.
XVII. Significant Events of Subsidiaries
□ Applicable √ Not applicablePlease refer to the Syngenta Transaction, mentioned in Section IV 6. above.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section VI Share Changes and Shareholders’ Profile
I. Changes in shares
1. Changes in shares
Unit: share
Before this change Increase/decrease (+, -) After the changeAmount Proportion
Issuance ofnew shares
Bonusshare
Capitalizat
ion ofpublicreserve
fund
Other
Subtotal Amount Proportion
I. Shares subject totradingMoratorium(Restricted Shares)
1,930,596,116
82.44%
104,697,982
-5,344
104,692,638
2,035,288,754
83.19%
1. State’s shares -- -- -- -- -- -- -- -- --2. State-owned
legal person’sshares
1,930,570,241
82.44%
67,114,092
67,114,092
1,997,684,333
81.65%
3. Shares held by
other domesticinvestors
25,875 0.00% 37,583,890
-5,344
37,578,546
37,604,421
1.54%Among which:
(1) Shares held bydomestic legalperson;
37,583,890
37,583,890
37,583,890
1.54%(2) Shares held by
domestic naturalperson
25,875 0.00% -5,344
-5,344 20,531 0.00%II. Shares not subject
to trading moratorium
411,259,484
17.56%
5,344
5,344 411,264,828
16.81%
Ordinary sharesdenominated in RMB
244,210,143
10.43%
5,344
5,344 244,215,487
9.98%Domestically listed
foreign shares
167,049,341
7.13% 167,049,341
6.83%III. Total of shares 2,341,855,600
100.00%
104,697,982
104,697,982
2,446,553,582
100.00%
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Reasons for changes in share√ Applicable □ Not applicableThe listing date of the newly-issued 104,697,982 shares in the non-public offering under which the Companyraised is January 17, 2018. The total amount of the shares of the Company listed is 2,446,553,582.
Approval of share changes√ Applicable □ Not applicableOn September 13, 2016, the Company held the 15th meeting of the 7th session of the BOD, on which proposalsrelated to share issuance for assets purchase and supporting funds raising and connected transactions, and proposalon the buyback and cancellation of B shares from Adama Celsius B.V. were approved.On January 9, 2017, the Company held the 17th meeting of the 7th session of the BOD, on which the Report (draft)on the share issuance to purchase assets, the raising of supporting funds and the connected transactions wasconsidered and adopted.On February 24, 2017, the Company held the 18th meeting of the 7th session of the BOD, on which the proposalson the Plan and the Report (draft & revision) on the share issuance to purchase assets, the raising of supportingfunds and the connected transactions were considered and adopted.On March 27, 2017, the Company held the first interim shareholders meeting of 2017, on which the proposal onthe Report (draft & revision) on the share issuance to purchase assets, the raising of supporting funds and theconnected transactions, and the proposal on the buyback and cancellation of the B shares were considered andadopted.On May 12, 2017, the Company held the 7th interim meeting of the 7th session of the BOD, on which theproposals on the Plan and the Report (draft & revision) on the share issuance to purchase assets, the raising ofsupporting funds and the connected transactions were considered and adopted.On July 3, 2017, the Company received the Approval on Issuing Shares by Hubei Sanonda Co., Ltd. to ChinaNational Agrochemical Corporation for Acquiring Assets and Raising Supporting Funds (CSRC license No.[2017]1096).
The registered status for the change in shares√Applicable □ Not applicableThe Shenzhen Branch of China Securities Depository and Clearing Corporation Limited accepted the registrationapplication of the issuance of shares to certain investors on January 4, 2018, and issued an AcceptanceConfirmation Letter on Share Registration Application. The Company has completed the registration of theadditional 104,697,982 shares issued for private placement.
Influence of share changes towards financial indexes in the latest year and latest period such as basic EPS anddiluted EPS, and net assets per share belonging to shareholder with ordinary share□ Applicable √ Not applicable
Other contents that the Company thinks necessary or is asked by securities regulators to be disclosed□ Applicable √ Not applicable
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
2. Changes in Restricted Shares√ Applicable □ Not applicable
Shareholder
Restrictedshares at the
beginning ofthe reporting
period
the reporting | |
Restricted
sharesreleasedduring thereporting
period
Restricted sharesincreased during
the reporting
period
Restricted sharesat the end of thereporting period
Reason forrestricting
Released dateChina Structural Reform
Fund Co., Ltd.
0 0 33,557,046 33,557,046
Committed not to
trade
Jan 16, 2019Industrial Bank Co., Ltd,
Mixed SecuritiesInvestment Fund, XingquanNew Vision Investment
0 0 4,026,800 4,026,800
Committed not toCommitted not to
trade
Jan 16, 2019Industrial Bank Co., Ltd,
Mixed SecuritiesInvestment Fund,Aegon-Industrial TrendInvestment (LOF)
0 0 8,053,736 8,053,736
Committed not toCommitted not to
trade
Jan 16, 2019
CCB Principal-ICBC-AvicTrust, Trust Plan of PooledFunds of CCB PrincipalPrivate PlacementInvestment, Tianqi (2016)No. 293 of Avic Trust
0 0 12,885,906 12,885,906
Committed not toCommitted not to
trade
Jan 16, 2019
Caitong Fund XiangyunNo.2 Asset ManagementPlan
0 0 536,912 536,912
Committed not toCommitted not to
trade
Jan 16, 2019Caitong Fund Fuchun
Chuangyi PrivatePlacement No.3 AssetManagement Plan
0 4,697,986 4,697,986
Committed not toCommitted not to
trade
Jan 16, 2019Penghua Fund-CCB-China
Life Insurance, PrivatePlacement Portfolio ofPenghua
Committed not toFund Management
Fund Management | |
Co., Ltd Entrusted by China |
Life Insurance (Group)Company
0 0 4,697,990 4,697,990
trade
Jan 16, 2019
Penghua Fund-PinganBank—Huarun ShenguotouTrust-Huren Single Trust
0 0 2,684,560 2,684,560
Committed not toCommitted not to
trade
Jan 16, 2019China Cinda Asset
Management Co., Ltd.
0 0 33,557,046 33,557,046
Committed not toCommitted not to
trade
Jan 16, 2019Liu Zhiming 21,375 5,344 0 16,031
Committed not toLocked shares for
former senior
executive
25% release onthe first tradingday of every year
Locked shares for
Total 21,375 5,344 104,697,982 104,714,013 -- --
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
II. Issuance and Listing of Securities
The listing date of the newly-issued 104,697,982 shares in the non-public offering under which the Companyraised is January 17, 2018. The total amount of the shares of the Company listed is 2,446,553,582.
√ Applicable □Not applicable
Name ofstock andderivativesecurities
Issuedate
Issueprice (orinterestrate)
Number ofissue
Dateoflisting
Number ofpermitted listedtransactions
Date ofterminationof thetransaction
Index of disclosure Disclosure
dateStock
Sanonda A Jan
4,2018
RMB14.9per share
104,697,982
Jan17,2018
104,697,982 -- Announcement of
Sanonada onImplementation ofMAR project andListing of NewShares
www.cninfo.com.cn
Jan 16,
2018
Description of the issue of securities in the reporting periodDuring the reporting period, the Company issued 104,697,982 shares to investors as a part of the material assetsrestructuring project. The listing date for such shares is Jan 17, 2018. Such shares shall be prohibited from transferin whatever form within 12 months after date of listing.
III. Total Number of Shareholders and Their Shareholdings
Unit: shareTotal number of common shareholders
at the end of the Reporting Period
48,361(the number of ordinary A share
shareholders is 32,348;the number of B share shareholders is
16,013)
Total number of preferredshareholders that had resumed theirvoting right at the end of theReporting Period (if any)
Shareholding of common shareholders holding more than 5% shares or the top 10 shareholders
Name of shareholder
Nature ofshareholder
Holding
percentage
(%)
Number ofshares held
percentage | ||
Increase /decrease of
sharesduringReporting
Period
Number ofrestrictedshares held
Number ofshares heldnot subject to
tradingmoratorium
Pledged orfrozen shares
Status
Status | Number |
Co., Ltd.
State-
China National Agrochemical | owned |
legal person
74.02%
1,810,883,039
-
1,810,883,039
0 - -
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Jingzhou Sanonda Holding Co., | ||
Ltd. |
State-
owned | |
legal person |
4.89% 119,687,202
-119,687,202
- -
China Cinda Asset Management | ||
Co., Ltd. |
State-
owned | |
legal person |
1.37% 33,557,046
33,557,046
33,557,046
0 - -China Structural Reform Fund
Co., Ltd.
Co., Ltd. |
State-
owned | |
legal person |
1.37% 33,557,046
33,557,046
33,557,046
0 - -CCB Principal-ICBC-
Avic
Avic | |||
Trust, Trust Plan of Pooled | |||
Funds of CCB Principal Private | |||
Placement Investment, Tianqi | |||
(2016) No. 293 of Avic Trust |
Others 0.53% 12,885,906
12,885,906
12,885,906
0 - -
Portfolio No.118 of National
Portfolio No.118 of National | ||
Social Security Fund |
Others 0.39% 9,504,717 500,000 0 9,504,717 - -
Industrial Bank Co., Ltd, Mixed |
Securities Investment Fund, |
Aegon-
Industrial Trend | |||
Investment (LOF) |
Others 0.33% 8,053,736 8,053,736
8,053,736 0
- -
Portfolio No.412 of National | ||
Social Security Fund |
Others 0.20% 4,878,812 4,878,812
0 4,878,812
SECURITIES(HONGKONG)
GUOTAI JUNANLIMITED
LIMITED |
Foreignlegal person
0.20% 4,838,647312,402
4,838,647
- -Penghua Fund-CCB-
China Life
Insurance,
China Life | ||||
Private Placement | ||||
Portfolio of Penghua Fund | ||||
Management Co., Ltd Entrusted | ||||
by China Life Insurance | ||||
(Group) Company |
Others 0.19% 4,697,9904,697,990
4,697,990
- -
due
Strategic investors or the general legal personto the placement of new shares become
the top 10 shareholders (if any) (note 3)
Not applicable
to the placement of new shares becomeExplanation on associated relationship or/and
persons
Jingzhou Sanonda
Explanation on associated relationship or/andHoldings Co., Ltd. and CNAC are related parties, and are
acting-in-
Holdings Co., Ltd. and CNAC are related parties, and areconcert parties as prescribed in the Administrative Methods for Acquisition
of Listed Companies. Sanonda Holding is a wholly-
concert parties as prescribed in the Administrative Methods for Acquisitioncontrolled subsidiary of CNAC. It
is unknown whether the other shareholders are related parties or acting-in-
controlled subsidiary of CNAC. Itconcert
concertparties as prescribed in the Administrative Methods for Acquisition of Listed
Companies.Particulars about shares held by top 10 common shareholders not subject to trading moratorium
Name of shareholder
Number of shares held not subject to trading
moratorium at the end of the Period
Type of shareType of share Number
parties as prescribed in the Administrative Methods for Acquisition of Listed
Portfolio No.118 of National Social SecurityFund
9,504,717 RMB ordinary share 9,504,717
Portfolio No.412 of National Social SecurityFund
4,878,812 RMB ordinary share 4,878,812
GUOTAI JUNANSECURITIES(HONGKONG) LIMITED
4,838,647
Domestically listedforeign share
4,838,647
Qichun County State-
owned Assets
Administration
4,169,266 RMB ordinary share 4,169,266
owned Assets | ||
Portfolio No.503 of National Social SecurityFund
2,999,750 RMB ordinary share 2,999,750
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Agricultural Bank of China Limited - CSI500 Exchange Traded Fund
2,973,962 RMB ordinary share 2,973,962
Wu Feng 2,646,437 RMB ordinary share 2,646,437
Aegon-Industrial Fund – Industrial Bank– Aegon-Industrial – Asset ManagementPlan for Stock Dividend of SpecifiedCustomers
2,637,517 RMB ordinary share 2,637,517
Xie Qingjun 2,500,000
Domestically listedforeign share
2,500,000
Aegon-Industrial Fund –
Agricultural Bank
of China – China Pacific Life Insurance –Entrusted Investment by Private PlacementStrategic Product (Assured Amount Bonus)
2,493,609 RMB ordinary share 2,493,609
Agricultural Bank
Explanation on associated relationship among
the
Explanation on associated relationship amongtop ten shareholders of tradable share not
subject to trading moratorium
top ten shareholders of tradable share not, as well as
, as well asamong the top ten shareholders of tradable
share not subject to
among the top ten shareholders of tradabletrading moratorium and
top ten shareholders,
trading moratorium andor explanation on
acting-in-concert
Qichun County Administration of State-
or explanation onOwned Assets held shares of the Company on
Owned Assets held shares of the Company onbehalf of the government. It is unknown whether the other shareholders are related
parties or acting-in-
behalf of the government. It is unknown whether the other shareholders are relatedconcert parties as prescribed in the Administrative Methods for
Acquisition of Listed CompaniesParticular about shareholder participate in the
securities lending and borrowing business (ifany) (note 4)
Shareholder Wu Feng held 775,726 shares of the Company through a credit collateralsecurities trading account and held 1,870,711 shares of the Company through acommon securities account, who thus held 2,646,437 shares of the Company in total.
concert parties as prescribed in the Administrative Methods for
Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of theCompany carry out a promissory buy-back in the Reporting Period?□ Yes √ NoThe top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of theCompany had not carried out any agreed buy-back in the Reporting Period.
IV. Change of the Controlling Shareholder or the Actual Controller
Change of the controlling shareholder in the Reporting Period□ Applicable √ Not applicableThere was no change of the controlling shareholder of the Company in the Reporting Period.
Change of the actual controller in the Reporting Period□ Applicable √ Not applicableThere was no change of the actual controller of the Company in the Reporting Period.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section VII Preference Shares
□ Applicable √ Not applicableNo preference shares in the Reporting Period.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section VIII Directors, Supervisors and Senior Management
I Changes in Shareholdings of Directors, Supervisors and Senior Management
□ Applicable √ Not applicableNo such cases in the Reporting Period. For details, see Annual Report 2017.
II Changes in Directors, Supervisors and Senior Management
√ Applicable □ Not applicable
On July 25, 2018, the Board of Directors of the Company received a notice from director Ren Jianxin informing theCompany of his resignation due to his retirement. On July 26, 2018, the 6th meeting of the 8th session of the Board ofDirectors approved the nomination of Mr. Ning Gaoning to be a director of the Board of Director as proposed byCNAC.
Name Office title Type of change
Date ReasonFu Liping Supervisor Demission March 19, 2018 Expiration of the term of officeDing Shaojun Supervisor Demission March 19, 2018 Expiration of the term of officeDong Chunji Supervisor Demission March 19, 2018 Expiration of the term of officeXu Yan Supervisor Demission March 19, 2018 Expiration of the term of officeLi Dejun Supervisor In Office March 19, 2018 Nominated by the Board of SupervisorsGuo Zhi Supervisor In Office March 19, 2018 Nominated by the Board of Supervisors
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section IX Corporate Bonds
Are there any corporate bonds publicly offered and listed on the stock exchange, which were undue before theapproval date of this Report or were due but could not be redeemed in full?No
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
Section X Financial Report
I. Audit report
Was the half-year report audited?□ Yes √ NoThe half-year report was not audited.
II. Financial Statements
Notes to the financial statements are presented in RMB’000.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
HUBEI SANONDA CO., LTD.
(Expressed in RMB '000)Consolidated Balance Sheet
Notes
June 30, 2018
January 1, 2018
Current assets
Current assets | |||||||||||
Cash at bank and on hand | V | .1 |
6,049,530
7,868,858 | |||||||||||
Financial assets at fair | value through profit or loss | V | .2 |
32,693
23,000 | ||||||||||
Derivative financial assets | V | .3 |
940,225
455,153 | ||||||||||
Bills receivables | V | 4 |
88,285
180,030 | ||||||||||
Accounts receivable | V | 5 |
6,614,644
5,0 | 85 | , | 911 | ||||||||||
Prepayments | V | 6 |
286,942
202,111 | ||||||||||
Other receivables | V | 7 |
707,725
1, | 029 | , | 557 | ||||||||||
Inventories | V | .8 |
8,274,820
7,488,238 | ||||||||||
Assets held for sale | V | 9 |
-
403,297 | |||||||||||||
Non | - | current assets due within one year | V | .1 | 9 |
46 |
Other current assets | V | 10 |
548,960
614,925
Total current assets |
23,543,870
23,351,126
Non | current assets | |||||||||||
Long | - | term receivables | V.11 |
146,399
192,968 | |||||||||||
Long | - | term equity investments | V.12 |
119,251
102,383 | |||||||||||
Other | equity investment | s | V.13 |
91,154
91 | 090 | ||||||||||||||
Investment properties | 4,251 | 4,408 | |||||||||||||
Fixed assets | V.14 |
6,150,140
6,141,490 | |||||||||
Construction in progress | V.15 |
871,046
803,421 | |||||||||
Intangible assets | V.16 |
5,895,824
4,036,588 | ||||||||||||
Goodwill | V.17 | 3,939,153 | 3,890,097 | |||||||||
Deferred tax assets | V.18 |
623,619
870 | 518 |
Other non | - | current assets |
V.19
193,091
201,667
Total non-current assets
18,033,928
16,334,630
Total assets
41,577,798
39,685,756
The notes on pages 13 to 115 form part of these financial statements.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
HUBEI SANONDA CO., LTD.
(Expressed in RMB '000)Consolidated Balance Sheet (continued)
Notes
June 30, 2018
January 1, 2018
Current liabilities
Current liabilities | ||||||||||||
Short | term loans | V | .20 |
384,482
2,280,912 | ||||||||||
Derivative financial liabilities | V | .21 |
1,209,687
789,050 | ||||||||||
Bills payable | V | .22 |
144,991
311,557 | ||||||||||
Accounts payable | V | .23 |
4,221,331
3,906,481 | ||||||||||
Advances from customers | V | .24 |
169,950
226,711 | ||||||||||
Employee benefits payable | V | .25 |
766,690
995,637 | ||||||||||
Taxes payable | V | .26 |
595,224
431,275 | ||||||||||
Interest payable | V | .27 |
43,245
46,491 | ||||||||||
Dividends payable | V | 41 |
154,383
250 | ||||||||||
Other payables | V | .28 |
1,991,600
1,375,993 | |||||||||||||
Non | - | current liabilities due within | one year | V | .29 |
487,951
448,504 |
Other current liabilities | V | .30 |
528,978
482,583
Total current liabilities |
10,698,512
11,295,444
Non | current liabilities | ||||||||||||
Long | - | term loans | V. | 31 |
320,382
514,320 | |||||||||
Debentures payable | V.32 |
7,548,581
7,777,410 | |||||||||||||||||
Long | - | term payables | 23,4 | 90 | 24,203 | ||||||||||||
Long | - | term employee benefits payable | V | .33 |
631,479
610,714 | ||||||||||
Provisions | V | .34 |
113,041
163,913 | ||||||||||
Deferred income | V | .35 |
44,212
- | ||||||||||||
Deferred tax liabilities | V | .18 | 471,942 | 224,613 |
Other non | - | current liabilities | V | .36 |
182,734
225,292
Total non | - | current liabilities |
9,335,861
9,540,465
Total liabilities |
20,034,373
20,835,909
Shareholders' capital
Share capital | V.3 | 7 |
2,446,554
2,446,554 | ||||||||||
Capital reserve | V | .38 |
12,972,906
12,982,277 | ||||||||||
Other comprehensive income | V | .39 |
401,339
( | 104,080 | ) |
Special reserve
14,259
9,349 |
Surplus reserve
V | .40 |
207,823
207,823 |
Retained earnings | V | .41 |
5,500,544
3,307,924
Total shareholders’ equity
21,543,425
18,849,847
Total liabilities and shareholders | ’ | equity |
41,577,798
39,685,756
Chen LichtensteinLegal representative
Aviram Lahav
Chief of accounting work & Chief of | |||
accounting organ |
These financial statements were approved by the Board of Directors of the Company on August 27, 2018.
Hubei Sanonda Co., Ltd. SemiAnnual Report 2018
HUBEI SANONDA CO., LTD.
(Expressed in RMB '000)Balance Sheet
Notes
June 30, 2018
January 1, 2018
Current assets | |||||||||||||||||||||||||||||||||||
Cash at bank and on hand | X | I | V | .1 | 1,789,722 | 1,868,603 | |||||||||||||||||||||||||||||
Bills receivable | 45,079 | 146,525 | |||||||||||||||||||||||||||||||||
Accounts receivable | X | I | V | .2 | 942,706 | 850,034 | |||||||||||||||||||||||||||||
Prepayments | 14,238 | 24,019 | |||||||||||||||||||||||||||||||||
Other | receivables | 2,535 | 1,140 | ||||||||||||||||||||||||||||||||
Inventories | 163,155 | 177,402 | |||||||||||||||||||||||||||||||||
Other current assets | 566 | 1,406 |
Total current assets |
2,958,001
3,069,129
Non
Non | - | current assets | |||||||||||||||||||||||||||||||||||||||||
Long | - | term equity investments | X | I | V | .3 | 15,939,826 | 15,939,826 | |||||||||||||||||||||||||||||||||||
Other equity investment | s | 80,11 | 9 | 80,11 | 9 | ||||||||||||||||||||||||||||||||||||||
Investment properties | 4,251 | 4,408 | |||||||||||||||||||||||||||||||||||||||||
Fixed assets | 1,199,768 | 1,262,330 | |||||||||||||||||||||||||||||||||||||||||
Construction in progress | 127,228 | 81,993 | |||||||||||||||||||||||||||||||||||||||||
Intangible assets | 206,517 | 183,920 | |||||||||||||||||||||||||||||||||||||||||
Deferred tax assets | 31,831 | 26,89 | 2 | ||||||||||||||||||||||||||||||||||||||||
Other non | - | current assets | 12,934 | 11,000 | |||||||||||||||||||||||||||||||||||||||
Total non | - | current assets | 17,6 | 02 | ,4 | 74 | 17, | 590 | 488 |
Total assets | 20,56 | 0 | ,4 | 75 | 20, | 659 | 617 | ||||||||||||||||||||||||||||||
Current liabilities | |||||||||||||||||||||||||||||||||||||
Short | - | term loans | 20,000 | 70,000 | |||||||||||||||||||||||||||||||||
Bills payable | 105,000 | 23,000 | |||||||||||||||||||||||||||||||||||
Accounts payable | 238,400 | 234,615 | |||||||||||||||||||||||||||||||||||
Advances from customers | 10,699 | 63,904 | |||||||||||||||||||||||||||||||||||
Employee benefits payable | 28,881 | 30,491 | |||||||||||||||||||||||||||||||||||
Taxes payable | 54,879 | 19,301 | |||||||||||||||||||||||||||||||||||
Interest payable | 257 | 105 | |||||||||||||||||||||||||||||||||||
Dividends payable | 154,383 | 250 | |||||||||||||||||||||||||||||||||||
Other payables | 139,541 | 482,503 | |||||||||||||||||||||||||||||||||||
Non | current liabilities due within one year | 152,000 | 126,590 |
Total current liabilities | 904,040 | 1,050,759 |
Non | - | current liabilities | ||||||||||||||||||||||
Long | - | term loans | - | 72,000 | ||||||||||||||||||||
Long | - | term employee benefits payable | 90,443 | 93,025 | ||||||||||||||||||||
Provisions | 15,671 | 15,671 | ||||||||||||||||||||||
Other non | current liabilities | 171,770 | 171,770 |
Total non | - | current liabilities | 2 | 77 | ,8 | 84 | 352,466 | ||||||||||||||
Total liabilities | 1,1 | 81 | , | 924 | 1,403,225 |
Shareholders | ’ | equity | |||||||||||||||||||||||||||||||||
Share capital | V | .37 | 2,446,554 | 2,446,554 | |||||||||||||||||||||||||||||||
Capital reserve | 15,413,663 | 15,423,034 | |||||||||||||||||||||||||||||||||
Other comprehensive income | 50,230 | 50,62 | 1 | ||||||||||||||||||||||||||||||||
Special reserve | 13,711 | 10,040 | |||||||||||||||||||||||||||||||||
Surplus reserve | 207,823 | 207,823 | |||||||||||||||||||||||||||||||||
Retained earnings | 1,246,570 | 1, | 118,320 | ||||||||||||||||||||||||||||||||
Total | shareholders | ’ | equity | 19,378,551 | 19,256,39 | 2 | |||||||||||||||||||||||||||||
Total liabilities and shareholders | ’ | equity | 20,5 | 60 | ,4 | 75 | 20,659,61 | 7 |
(Expressed in RMB '000)Consolidated Income Statement
Six months ended June 30Notes 2018
2017
Restated
I. Total operating income
13,026,258 | 12,770,064 |
Including: Operating income | V. | 42 | 13,026,258 | 12,770,064 |
Less: Total operating costs
11,857,951
11,862,383
Including: | Cost of sales | |||||||||||||||||||
V.42 | 8,571,417 | 8,179,694 | ||||||||||||||||||
Taxes and surcharges | V.43 | 51,573 | 41,229 |
Selling and Distribution expenses | V.44 | 2,223,934 | 2,122,890 | ||||||||||||||||||||||||
General and administrative expenses | V.45 | 637 | , | 129 | 5 | 59 | , | 398 | |||||||||||||||||||
Financial expenses, net | V.46 |
330,018
911,916 | |||||||||||||||||
Impairment losses, net | V.47 | 43,880 | 47,256 | ||||||||||||||
Add:
Gains (loss) from changes in fair value | V.48 | (24 | 3 | 376 | ) | 222,276 | |||||||||||||||||
Investment income | , net | V.49 | 14 | 053 | 269,449 | ||||||||||||||||||
Including:
Income from investment
in associates and joint ventures |
12,758
2,086 | |||||||||||||
Gain from disposal of assets | V. | 50 |
1,997,170
57,758
II. Operating profit
3,069,15 | 4 | 1,457,164 | |||||||||||||
Add: | Non | - | operating income | 29,004 |
10,348
Less: | Non | - | operating expenses | ||||||||
V.5 | 1 |
8,113
8,261
III. Total profit
3,090,045 | 1,459,251 | |||||||||||
Less: Income tax expense | ||||||||||||
V. | 5 | 2 |
727,264
142,257
IV. Net profit
2,362,781
1,316,994
(1) Classified by nature of operations
(1.1). | Continuing operations | 2,362,781 | 1,316,994 |
(2) Classified by ownership
(2.1). Shareholders of the Company | 2,362,781 | 1,316,994 | ||||||||||||
V. Other comprehensive income, net of tax
V.39
V.39 |
505,419
(586,01 | 5 | ) |
Other comprehensive income, net of tax
attributable to shareholders of the Company | 505,419 | (586,01 | 5 | ) |
(1) | Items that will not be reclassified to profit or loss: |
11,106
(6,457)
(1.1) | R | e | - | measurement of defined benefit plan | liability |
11,106 | (6,457) |
(2) | Items | that were or will be reclassified to | profit or loss |
494,313
(579,558)
(2.1) | Effective portion of gains or loss of cash flow hedge |
293,473
(353, | 198 | ) | |||||
(2.2) | Translation differences of foreign financial statements |
200,840
(226,360)
VI. Total comprehensive income for the year attributable to:
2,868,200
730,979
Shareholders of the Company | 730,979 | ||||||||
2,868,200 |
VII. Earnings per share
(1) Basic earnings per share (Yuan/share) | XI | II | (2) |
0.9658
0.5624 | |||||||||||
(2) Diluted earnings per | share (Yuan/share) | N/A | N/A |
(Expressed in RMB '000)Income Statement
Six months ended June 30
Notes |
2018
2017
I. Operating income
X | I | V | .4 |
1,666,573
1,442,065 |
Less:
Operating cost | X | I | V | .4 |
1,169,757
1,120,773 |
Taxes | and surcharges |
21,211
8,566 |
Selling and Distribution expenses |
69,533
42,425 | |||||||||||||||
General | and | administrative expenses | 88,107 | 54,470 |
Financial expenses | (income) | , net |
(20,437)
12,192 |
Impairment losses |
3,978
8,051 |
Add:
Loss | from changes in fair value, net |
-
(206) |
Investment income (loss) |
-
- |
Including: Income (expense) from investment
in associates and joint ventures |
-
- |
Loss | from disposal of assets |
-
(410)
II. Operating Profit
334,424
194,972 | |||||||
Add: |
Non | - | operating income |
3,271 | |||||
Less: |
Non | - | operating expenses |
III. Total profit
335,276
197,576 | |||||||
Less: |
Income tax expense |
52,893
49,763
IV. Net profit
282,383
147,813
Continuing operations
Continuing operations |
282,383
147,813 |
Discontinued operations |
-
- |
V. Other comprehensive income, net of tax(391)
-
(1) |
Item that will not be reclassified to profit or loss |
(391)
(1.1) | R | e | - | measurement of defined benefit plan | liability |
(391)
- |
(2) Item that may be reclassified to profit or loss -
-
VI. Total comprehensive income for the year
281,992
147,813
(Expressed in RMB '000)Consolidated Cash Flow Statement
Six months ended June 30Notes 2018
2017
Restated
I. Cash flows from operating activities:
Cash received from sale of goods and rendering of services |
11,967,687
12,106,889 |
Refund of taxes and surcharges |
15,282
27,392 |
Cash received relating to other operating activities | V | .54(1) |
260,796
571,398
Sub | - | total of cash | inflows from operating activities |
12,243,765
12,705,679
Cash paid | for goods and services |
8,171,959
7,407,112 |
Cash paid | to and on behalf of employees |
1,720,446
1,498,465 |
Payments of taxes and surcharges |
216,103
188,899 |
Cash paid relating to | other operating activities | V | .54(2) |
1,355,739
1,362,057
Sub | - | total of cash outflows from operating activities |
11,464,247
10,456,533
Net cash flows from operating activities
V | .55(1)(a) |
779,518
2,249,146
II. Cash flows from investing activities:
Cash received from disposal of investments |
9,792
20,544 |
Net cash received from disposal of fixed assets, intangible assets | ||||||
and other long | - | term assets |
2,412,977
93,522 |
Net cash received from disposal of subsidiaries or other business | ||||||
units |
-
100 | ,139 |
Cash received relating to other investing activities | V | .54(3) |
31,767
Sub | - | total of cash inflows from investing activities |
2,422,826
245,972
Cash paid to acquire fixed assets, intangible assets and
other long | - | term assets |
2,678,117
723,024 |
Net cash paid | to acquire subsidiaries or other business units |
9,332
- |
Cash paid relating to | acquisition of investments |
-
7,241
Sub | - | total of cash outflows from investing activities |
2,687,449
730,265
Net cash flows used in investing activities
(264,623)
(484,293)
III. Cash flows from financing activities:
Cash received | from | loans |
-
105,000 |
Cash received from other financing activities | V | .54(4) |
-
7,800
Sub | - | total of cash inflows from financing activities |
-
112,800
Cash | r | epayments of | loans |
2,048,383
624,679 |
Cash | payment | for dividends, profit distributions and interest |
276,486
347,392 |
Including: Dividends paid to | non | - | controlling | interest |
16,028
32,509 |
Cash | paid relating to other financing activities | V | .54(5) |
31,289
106,820
Sub | - | total of cash outflows from financing activities |
2,356,158
1,078,891
Net cash flows used in financing activities
(2,356,158)
(966,091)
IV. Effects of foreign exchange rate changes on cash and cashequivalents
(1,615)
(94,855) |
V. Net increase (decrease) in cash and cash equivalent
V. | 55 | (1)(b) |
(1,842,878)
703,907 |
Add:
Cash and cash equivalents at the beginning of the | period |
7,864,258
3,833,747
VI. Cash and cash equivalents at the end of the period
V. | 55 | (2) |
6,021,380
4,537,654
(Expressed in RMB '000)Cash Flow Statement
Six months ended June 30
Notes2018
2017
I.
I. | Cash flows from operating activities: |
Cash received from sale of goods and | rendering of services |
1,289,145
597,839 | |||||||||
Refund of taxes and surcharges |
2,884 | ||||||||||
Cash received relating to other operating activities | XIV.5(1) |
15,192
3,487
Sub | - | total of cash inflows from operating activities |
1,304,503
604,210
Cash paid for goods and services |
587,656
448,790 | |||||||||||
Cash paid | to and on behalf of employees | 91,839 | 93,886 |
Payments of taxes and surcharges |
57,171
42,282 |
Cash paid relating to other operating activities | XIV.5(2) |
86,182
60,775
Sub | - | total of cash outflows | from operating activities | XIV.6 |
822,848
645,733
Net cash flows from (used in) operating activities481,655
(41,523)
II. Cash flows from investing activities:
Cash paid to acquire fixed assets, intangible assets and other long-
term | ||||
assets |
48,465
50,423
Sub | - | total of cash outflows from investing activities |
48,465
50,423
Net cash flows used in investing activities(48,465)
(50,423)
III.Cash flows from financing activities:
Cash received from | loans |
-
55,000 |
Cash received | relating to | other financing activities | XIV.5(3) |
-
7,800
Sub | - | total of cash inflows | from financing activities |
-
62,800
Cash | r | epayments of | loans |
96,590
52,500 |
Cash | payment | for dividends, profit distributions or interest |
4,767
8,498 |
Cash paid relating to other financing activities | XIV.5(4) |
424,313
106,820
Sub | - | total of cash outflows from financing activities |
525,670
167,818
Net cash used in financing activities(525,670)
(105,018)
IV. Effects of foreign exchange rate changes on cash and cash
equivalents |
(9,951)
(15)
V. Net increase (decrease) in cash and cash equivalents (102,431)
( | 196,979 | ) |
Add: | Cash and cash equivalents at the beginning of the | period | XIV.6 |
1,864,003
249,740
VI. Cash and cash equivalents at the end of the | period | X | I | V.6 |
1,761,572
52,761
(Expressed in RMB '000)
Consolidated Statement of Changes in Shareholders’ Equity
For the six months ended June 30, 2018
Attributable to shareholders of the Company
Share capital
Capitalreserve
Othercomprehensive
income
Specialreserve
Surplusreserve
Retainedearnings Total
I. Balance at December 31, 2017 2,446,554
12,982,277
(154,701)
9,349
207,823
3,286,711
18,778,013
Add: Changes in accounting
policies
policies | * |
-
-
50,621
-
-
21,213
71,834
II. Balance at January 1, 2018 2,446,554
12,982,277
(104,080)
9,349
207,823
3,307,924
18,849,847
III. Changes in equity for the period -
(9,371)
505,419
4,910
-
2,192,620
2,693,578
1. |
Total comprehensive income |
-
-
505,419
-
-
2,362,781
2,868,200
2. |
Owner | ’ | s contributions and reduction |
-
(9,371)
-
-
-
-
(9,371)
2.1
Others |
(9,371)
-
-
-
-
(9,371)
3. |
Appropriation of profits |
-
-
-
-
-
(170,161)
(170,161)
3.1
Dividend to Shareholders |
-
-
-
(154,133)
(154,133)
3.2 Distribution to non-controlling
interest |
-
-
-
-
-
(16,028)
(16,028)
4. |
Special reserve |
-
-
-
4,910
-
-
4,910
4.1
Transfer to special reserve |
-
-
-
6,644
-
-
6,644
4.2 Amount utilized -
-
-
(1,734)
-
-
(1,734)
IV. Balance at June 30, 2018 2,446,554
12,972,906
401,339
14,259
207,823
5,500,544
21,543,425
*See Note III 30(1).
(Expressed in RMB '000)
Consolidated Statement of Changes in Shareholders’ Equity
For the six months ended June 30, 2017
Attributable to shareholders of the Company |
Share capital
Capitalreserve
Treasury
shares
Othercomprehensive
income
Specialreserve
Surplusreserve
Retainedearnings Total
I. Balance at December 31, 2016
593,923 | 263 | ,064 | - | - | 19 | 862 | 190, | 699 | 937,510 | 2,005,058 |
Add: Business combination under
common control |
-
13,397,765
(359,431)
1,027,107
-
-
847,295
14,912,736
II. Balance at January 1, 2017
593,923 | 13,660,82 | 9 | (359,431) | 1,027,107 | 19,862 | 190, | 699 | 1,784,805 | 16,917,794 |
III. Changes in equity for the period (Restated)
- | - | - | (586,015) | 1,058 | - | 1,284,485 | 699,528 | |||||||||||||||||
1. |
Total comprehensive income | - | - | - | (586,015) | - | - | 1,316,994 | 730,979 | |||||||||||||||||||
2. |
Appropriation of profits | - | - | - | - | - | - | (32,509) | (32,509) |
2.1 | D | ividend | to non | - | controlling interest | - | - | - | - | - | - | (32,509) | (32,509) | ||||||||||||||||||||||
3. |
Special reserve | - | - | - | - | 1,058 | - | - | 1,058 | |||||||||||||||||||||||||||
3.1 | Transfer to special reserve | - | - | - | - | 4,180 | - | - | 4,180 | ||||||||||||||||||||||||||
3.2 | Amount utilized | - | - | - | - | (3,122) | - | - | (3,122) |
III. Balance at June 30, 2017
593,923
13,660,829
(359,431)
441,092
20,920
190,699
3,069,290
17,617,322
(Expressed in RMB '000)
Statement of Changes in Shareholders’ Equity
For the six months ended June 30, 2018
Attributable to shareholders of the Company |
Share
capital |
Capital
reserve |
Othercomprehe
nsive
income |
Special
reserve |
Surplus
reserve |
Retained
earnings | Total | ||||||||||||||||||||||||||
I. | Balance at December 31, 2017 | 2,446, | 554 | 15,423,034 | - | 10,040 | 207,823 | 1,110, | 649 | 19,198,100 |
Add: Changes in accounting policies*-
-
50,621
-
-
7,671
58,292
II. | Balance at January 1, 201 | 8 | 2,446, | 554 | 15,423,034 | 50,621 | 10,040 | 207,823 | 1,1 | 18 | 320 | 19, | 256 | , | 392 | ||||||||||||||||||||||||||
III. Changes in equity for the | period | ( | 9,371 | (391) | 3,671 | - | 128,250 | 122 | 159 | ||||||||||||||||||||||||||||||||
1. |
Total comprehensive income | - | - | (391) | - | - | 282,383 | 281 | , | 992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2. | Owner | s contributions and reduction | ( | 9,371 | - | ( | 9,371 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2. | 1 | Others | 9,371 | 9,371 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3. | Appropriation of profits | ( | 154,133 | ( | 154,133 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3. | 1 | D | ividend | to Shareholders | 154,133 | 154,133 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4. | Special reserve | 3,671 | 3,671 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4.1 | Transfer to special reserve | 5,215 | 5,215 |
4.2 Amount utilized -
-
-
(1,544)
-
-
(1,544)
IV.
Balance at June 30, 2018 2,446,554
15,413,663
50,230
13,711
207,823
1,246,570
19,378,551
*Please refer to Note III 30(1).
For the six months ended June 30, 2017
Attributable | to shareholders of the Company |
Share
capital |
Capital
reserve |
Special
reserve |
Surplus
reserve |
Retained
earnings | Total | |||||||||||||||
I. Balance at January 1, 2017
593,923 | 263,800 | 14,893 | 190,699 | 956, | 529 | 2,019, | 844 | ||||||||||||||||||||||||||||||||||||||
II. | Changes in equity for the | period | - | 1,058 | 147,813 | 148,871 | |||||||||||||||||||||||||||||||||||||||
1. | Total comprehensive income | 147,813 | 147,813 | ||||||||||||||||||||||||||||||||||||||||||
2 | Special reserve | 1,058 | 1,058 | ||||||||||||||||||||||||||||||||||||||||||
2.1 | Transfer to special reserve | 4,180 | 4,180 | ||||||||||||||||||||||||||||||||||||||||||
2.2 | Amount utilized | 3,122 | ( | 3,122 |
III. Balance at June 30, 2017593,923
263,800
15,951
190,699
1,104,342
2,168,715
(Expressed in RMB '000)
Notes to the Financial Statements
I BASIC CORPORATE INFORMATION
Hubei Sanonda CO., Ltd (the “Company”) is a company limited by shares established in China with its head office located in HubeiJingzhou.During July 2017 a major assets restructuring was successfully completed, with the acquisition of Adama Agricultural Solutions Ltd(hereinafter: "Solutions"), a wholly-owned subsidiary of China National Agrochemical Corporation Limited (hereinafter: "CNAC").
On July 4, 2017 the entire share capital of Solutions was transferred from CNAC to the Company, in return for the issuance of1,810,883,039 new shares of the Company to CNAC and their registration for trade on the Shenzhen Stock Exchange (which wascompleted on August 2, 2017).
Following the completion of the major assets restructuring, Solutions became a wholly owned subsidiary of the Company. Thecombination was considered as a business combination under common control.
The Company's parent company is CNAC, and the ultimate holding company is China National Chemical Corporation (hereinafter -“ChemChina”).
On December 2017, a non-publicly offered 104,697,982 ordinary shares (A-share) at nominal value of RMB 1 per share to the specificinvestors. On December 27
th
, 2017, the Company received proceeds of 1,531,920 thousand RMB, net of the issuing cost of 28,080thousand RMB. The listing date of the newly-issued 104,697,982 shares was January 17, 2018.
The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are engaged in development,manufacturing and marketing of agrochemicals, intermediate materials for other industries, food additives and synthetic aromaticproducts, mainly for export. For information about the subsidiaries of the Company, refer to Note VII.
The Company’s and consolidated financial statements had been approved by the Board of Directors of the Company on August 27, 2018.Details of the scope of consolidated financial statements are set out in Note VII "Interest in other entities", whereas the changes of thescope of consolidation are set out in Note VI "Changes of the scope of consolidation".
(Expressed in RMB '000)
Notes to the Financial Statements
II BASIS OF PREPARATION
1. Basis of preparationThe Group has adopted the Accounting Standards for Business Enterprises issued by the Ministry of Finance (the "MoF"). In addition,
the Group has disclosed relevant financial information in these financial statements in accordance with Information Disclosure andPresentation Rules for Companies Offering Securities to the Public No. 15-General Provisions on Financial Reporting (revised byChina Securities Regulatory Commission (hereinafter "CSRC”) in 2014).
2. Accrual basis and measurement principleThe Group has adopted the accrual basis of accounting. Except for certain financial instruments which are measured at fair value,
deferred tax assets and liabilities, assets and liabilities relating to employee benefits, provisions and investments in associated companiesand joint ventures, the Group adopts the historical cost as the principle of measurement in the financial statements. Where assets areimpaired, provisions for asset impairment are made in accordance with relevant requirements.
In the historical cost measurement, assets obtained shall be measured at the amount of cash or cash equivalents or fair value of theconsideration paid. Liabilities shall be measured at the actual amount of cash or assets received, or the contractual amount in a presentobligation, or the prospective amount of cash or cash equivalents paid to discharge the liabilities.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing market participantsin an arm’s length transaction at the measurement date. Fair value measured and disclosed in the financial statements are determined onthis basis whether it is observable or estimated by valuation techniques.
The following table provides an analysis, grouped into Levels 1 to 3 based on the degree to which the fair value input is observable andsignificant to the fair value measurement as a whole:
Level 1 - based on quoted prices (unadjusted) in active markets;Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable,either directly or indirectly;Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
3. Going concernThe financial statements have been prepared on the going concern basis.
The Group has performed an assessment of the going concern for the following 12 month from 30 June 2018 and have not identified anysignificant doubtful matter or event on the going concern, as such the financial statement have been prepared on the going concern basis.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Statement of complianceThese financial statements are in compliance with the Accounting Standards for Business Enterprises to truly and completely reflect
consolidated and the Company's financial position as at 30 June 2018 and consolidated and the Company's operating results and cashflows for the six months then ended.
2. Accounting period
The Group has adopted the calendar year as its accounting year, i.e. from 1 January to 31 December.
3. Business cycle
The company takes the period from the acquisition of assets for processing to their realisation in cash or cash equivalents as a normaloperating cycle. The operating cycle for the company is 12 months.
4. Reporting currency
The Company and its domestic subsidiaries choose Renminbi (hereinafter "RMB") as their functional currency. Functional currencies ofoverseas subsidiaries are determined on the basis of the principal economic environment in which the overseas subsidiaries operate. Thefunctional currency of the overseas subsidiaries is mainly the United States Dollar (hereinafter "USD"). The presentation currency ofthese financial statements is Renminbi.
5. Business combinations
(1) Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in which all of the combining enterprisesare ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. Assets andliabilities obtained shall be measured at their respective carrying amounts as recorded by the combining entities at the date of thecombination. The difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid forthe combination is adjusted to the share premium in capital reserve. If the share premium is not sufficient to absorb the difference, anyexcess shall be adjusted against retained earnings. Costs that are directly attributable to the combination are charged to profit or loss inthe period in which they are incurred.
During July 2017 a major assets restructuring was successfully completed, with the acquisition of Solutions, a wholly-owned subsidiaryof CNAC. On July 4, 2017 the entire share capital of Solutions was transferred from CNAC to the Company, in return for the issuance of1,810,883,039 new shares of the Company to CNAC and their registration for trade on the Shenzhen Stock Exchange which wascompleted on August 2, 2017.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
5. Business combination (cont’d)
Following the completion of the major assets restructuring, Solutions became a wholly owned subsidiary of the Company. Thecombination was considered as a business combination under common control. Therefore, the comparative financial information for thesix month ended June 30, 2017 was restated so that the profit or loss, cash flow and equity movement, notes and additional information,includes the information of the consolidated information, in accordance with the Accounting Standards for Business Enterprises.
(2) Business combinations not involving enterprises under common control and goodwill.
A business combination not involving enterprises under common control is a business combination in which all of the combiningenterprises are not ultimately controlled by the same party or parties before and after the combination.
The costs of business combination are the fair value of the assets paid, liabilities incurred or assumed and equity instruments issued bythe acquirer for the purpose of achieving the control rights over the acquiree.
The intermediary costs such as audit, legal services and assessment consulting costs and other related management costs that are directlyattributable to the combination by the acquirer are charged to profit or loss in the period in which they are incurred. Direct capitalissuance costs incurred in respect of equity instruments or liabilities issued pursuant to the business combination should be charged to therespect equity instruments or liabilities upon initial recognition of the underlying equity instruments or liabilities.
The acquiree’s identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a business combination, that meet therecognition criteria shall be measured at fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interestin the fair value of the acquiree’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which ismeasured at cost on initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of theacquiree’s identifiable net assets, the remaining difference is recognized immediately in profit or loss for the current year.
The goodwill raised because of the business combination should be separately disclosed in the consolidated financial statement andmeasured by the initial amount less any accumulative impairment provision.
6. Basis for preparation of consolidated financial statements
The scope of consolidation in consolidated financial statements is determined on the basis of control. Control is achieved when theCompany has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has theability to use its power to affect its returns.
For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost)are included in consolidated income statement and consolidated statement of cash flows.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
6. Basis for preparation of consolidated financial statements (cont’d)
For a subsidiary acquired through a business combination not involving enterprises under common control, the operating results and cashflows from the acquisition date (the date when control is obtained) are included in consolidated income statement and consolidatedstatement of cash flows.
For a subsidiary acquired through a business combination involving enterprises under common control, it will be fully consolidated intoconsolidated financial statements from the date on which the subsidiary was ultimately under common control by the same party orparties.
The significant accounting policies and accounting years adopted by the subsidiaries are determined based on the uniform accountingpolicies and accounting years set out by the Company. For those subsidiaries acquired through business combinations not involvingenterprises under common control, the identifiable assets and liabilities recorded in the financial statements of the acquired subsidiariesshould be adjusted based on the fair value determined at the acquisition date.
All significant intra-group balances, transactions and unrealized profits are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the Company is treated as non-controlling interests and presented as"non-controlling interests" in the shareholders’ equity in consolidated balance sheet. The portion of net profits or losses of subsidiariesfor the period attributable to non-controlling interests is presented as "non-controlling interests" in consolidated income statement belowthe "net profit" line item. Total comprehensive income attributable to non-controlling shareholders is presented separately in the consolidatedincome statement below the total comprehensive income line item.
When the amount of loss for the period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controllingshareholders' portion of the opening balance of owners' equity of the subsidiary, the excess amount is still allocated againstnon-controlling interests.Acquisition of non-controlling interests or disposal of equity interest in a subsidiary that does not result in theloss of control over the subsidiary is accounted for as equity transactions. The carrying amounts of the Company's interests andnon-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. The difference between the amountby which the non-controlling interests are adjusted and the fair value of the consideration paid or received is adjusted to capital reserveunder owners' equity. If the capital reserve is not sufficient to absorb the difference, the excess is adjusted against retained earnings.Other comprehensive income attributed to the non-controlling interest is reattributed to the shareholders of the company.
A put option issued by the Group to holders of non-controlling interests that is settled in cash or other financial instrument is recognizedas a liability at the present value of the exercise price. The Group’s share of a subsidiary’s profits includes the share of the holders of thenon-controlling interests to which the Group issued a put option.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
6. Basis for preparation of consolidated financial statements (cont’d)When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons, any retained interest is
re-measured at its fair value at the date when control is lost. The difference between (i) the aggregate of the consideration received ondisposal and the fair value of any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated from theacquisition date according to the original proportion of ownership interest is recognized as investment income in the period in whichcontrol is lost. Other comprehensive income associated with the disposed subsidiary is reclassified to investment income in the period inwhich control is lost.
7. Classification and accounting methods of joint arrangement
Joint arrangement involves by two or more parties jointly control. Joint control is the contractually agreed sharing of control over aneconomic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimousconsent of the parties sharing control (the ventures).
The Group makes the classification of the joint arrangements according to the rights and obligations in the joint arrangements to eitherjoint operations or joint ventures.A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of thejoint arrangement. Joint ventures are accounted for using the equity method.
8. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are the Group's short-term, highlyliquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes invalue.
9. Translation of transactions and financial statements denominated in foreign currencies
(1) Transactions denominated in foreign currencies
On initial recognition, foreign currency transactions are translated into functional currency using the spot exchange rate prevailing at thedate of transaction.
At the balance sheet date, foreign currency monetary items are translated into functional currency using the spot exchange rates at thebalance sheet date. Exchange differences arising from the differences between the spot exchange rates prevailing at the balance sheet dateand those on initial recognition or at the previous balance sheet date are recognized in profit or loss for the period, except that (i)exchange differences related to a specific-purpose borrowing denominated in foreign currency that qualify for capitalization arecapitalized as part of the cost of the qualifying asset during the capitalization period. (ii) exchange differences related to hedginginstruments for the purpose of hedging against foreign currency risks are accounted for using hedge accounting.
When preparing financial statements involving foreign operations, if there is any foreign currency monetary items which in substanceforms part of the net investment in the foreign operations, exchange differences arising from the changes of foreign currency should berecorded as other comprehensive income, and will be reclassified to profit or loss upon disposal of the foreign operations.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
9. Translation of transactions and financial statements denominated in foreign currencies (cont’d)
(1) Transactions denominated in foreign currencies (cont’d)
Foreign currency non-monetary items measured at historical cost are translated to the amounts in functional currency at the spotexchange rates on the dates of the transactions and the amounts in functional currency remain unchanged.
(2) Translation of financial statements denominated in foreign currency
For the purpose of preparing consolidated financial statements, financial statements of a foreign operation are translated from the foreigncurrency into RMB using the following method: assets and liabilities on the balance sheet are translated at the spot exchange rateprevailing at the balance sheet date; shareholders' equity items except for retained earnings are translated at the spot exchange rates at thedates on which such items arose; all items in the income statement as well as items reflecting the distribution of profits are translated ataverage rate or at the spot exchange rates on the dates of the transactions; the opening balance of retained earnings is the translatedclosing balance of the previous year's retained earnings; the closing balance of retained earnings is calculated and presented on the basisof each translated income statement and profit distribution item. The difference between the translated assets and the aggregate ofliabilities and shareholders' equity items is recorded as other comprehensive income. Cash Flows arising from transaction in foreigncurrency and the cash flows of a foreign subsidiary are translated at the spot exchange rate on the date of the cash flow, the effect ofexchange rate changes on the cash and cash equivalents is regarded as a reconciling item and present separately in the statement “effectof foreign exchange rate changes on the cash and cash equivalents".
The opening balances and the comparative figures of prior year are presented at the translated amounts in the prior year's financialstatements.
On disposal of the Group's entire equity interest in a foreign operation, or upon a loss of control over a foreign operation due to disposalof certain equity interest in it or other reasons, the Group transfers the accumulated translation differences, which are attributable to theowners' equity of the Company and presented under other comprehensive income to profit or loss in the period in which the disposaloccurs.
In case of a disposal or other reason that does not result in the Group losing control over a foreign operation, the proportionate share ofaccumulated translation differences are re-attributed to non-controlling interests and are not recognized in profit and loss. For partialdisposals of equity interest in foreign operations which are associates or joint ventures, the proportionate share of the accumulatedtranslation differences are reclassified to profit or loss.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments
The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. Atinitial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial assetor financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of thefinancial asset or financial liability. At initial recognition, an entity shall measure trade receivables at their transaction price if the tradereceivables do not contain a significant financing component.
10.1 Classification and measurement of financial assets
After initial recognition, an entity shall measure a financial asset at: (a) amortised cost; (b) fair value through other comprehensiveincome (“FVTOCI”); or (c) fair value through profit or loss (“FVTPL”).
10.1.1 Financial assets at amortised cost
A financial asset is measured at amortised cost if both of the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows;and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal andinterest on the principal amount outstanding.
Such financial assets are subsequently measured at amortised cost, using effective interest method. Gains or losses upon impairment andderecognition are recignised in profit or loss.
10.1.1.1 Effective interest method and amortised cost
Effective interest method represents the method for calculating the amortized costs and interest income or expense of each period inaccordance with the effective interest rate of financial assets or financial liabilities (inclusive of a set of financial assets or financialliabilities). Effective interest rate represents the rate that discounts the future cash flow over the expected subsisting period or shorterperiod, if appropriate, of the financial asset or financial liability to the current carrying value of such financial asset or financial liability.
When calculating the effective interest rate, the Group will consider the anticipated future cash flow (not considering the future creditloss) on the basis of all contract clauses of financial assets or financial liabilities, as well as consider all kinds of charges, transaction feesand discount or premium paid forming an integral part of the effective interest rate paid or received between both parties of financialasset or financial liability contract.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments (cont’d)
10.1 Classification and measurement of financial assets (cont’d)
10.1.2 Financial assets at FVTPL
Financial assets at FVTPL are either those that are classified as financial assets at FVTPL or designated as financial assets at FVTPL.
A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI.
The Group may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL if doing so eliminates orsignificantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accounting mismatch’) that wouldotherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
A gain or loss on a financial asset that is measured at FVTPL is recognised in profit or loss unless it is part of a hedging relationship.Dividends are recognised in profit or loss.
10.1.3 Designated financial assets at FVTOCI
At initial recognition, the Group can makes an irrevocable election to designate to FVTOCI an investment in an equity instrument that isheld for trading.
With the designation, a gain or loss from the financial asset is recognised in other comprehensive income. When the financial asset isderecognised the cumulative gain or loss previously recognised in other comprehensive income, is reclassified to retained earnings.
10.2 Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on a financial asset that is measured at amortised cost.
The Group always measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do notcontain a significant financing component.
For financial assets other than trade receivables, the Group measure the loss allowance for that financial instrument at an amount equal to12-month expected credit losses or lifetime expected credit losses. At each balance sheet date, if the credit risk on that financialinstrument has increased significantly since initial recognition, the Group measures the loss allowance for a financial instrument at anamount equal to the lifetime expected credit losses. The Group recognises in profit or loss, as an impairment gain or loss, the amount ofexpected credit losses (or reversal) that is required to adjust the loss allowance to the amount that is required to be recognized.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments (cont’d)
10.2 Impairment of financial assets (cont’d)
10.2.1 Significant increases in credit risk
At each balance sheet date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initialrecognition.
The Group mainly considers the following list of information in assessing changes in credit risk:
(a) significant changes in internal price indicators of credit risk as a result of a change in credit risk since inception.(b) significant changes in external market indicators of credit risk for a particular financial instrument or similar financial
instruments with the same expected life.(c) a significant change in the debtors’s ability to meet its debt obligations.(d) an actual or expected significant change in the operating results of the receivable.(e) significant increases in credit risk on other financial instruments of the same debtor.(f) an actual or expected significant adverse change in the regulatory, economic, or technological environment of the receivable.(g) significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit
enhancements, which are expected to reduce the debtor’s economic incentive to make scheduled contractual payments or tootherwise have an effect on the probability of a default occurring.(h) significant changes that are expected to reduce the receivable’s economic incentive to make scheduled contractual payments.(i) significant changes in the expected performance and behaviour of the receivable.(j) past due information.
The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financialinstrument is determined to have low credit risk at the reporting date.
10.2.2 Credit-impaired financial asset
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of thatfinancial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events:
(a) significant financial difficulty of the issuer or the receivable;(b) a breach of contract, such as a default or past due event;(c) the lender(s) of the receivable, for economic or contractual reasons relating to the receivable’s financial difficulty, having
granted to the receivable a concession(s) that the lender(s) would not otherwise consider;(d) it is becoming probable that the receivable will enter bankruptcy or other financial reorganisation;
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments (cont’d)
10.2 Impairment of financial assets (cont’d)
10.2.3 Recognition of expected credit losses
For the purpose of determining significant increases in credit risk and recognising a loss allowance on a collective basis, financialinstruments are grouped on the basis of shared credit risk. Examples of shared credit risk characteristics may include, but are not limitedto, the:
(a) instrument type; (b) credit risk ratings; (c) collateral type; (d) industry; (e) geographical location of the debtor; and (f) the value ofcollateral relative to the financial asset if it has an impact on the probability of a default occurring.
Expected credit losses of financial instruemnts are determined as the present value of the difference between: (a) the contractual cashflows that are due to an entity under the contract; and (b) the cash flows that the entity expects to receive.
For a financial asset that is credit-impaired at the reporting date, an entity shall measure the expected credit losses as the differencebetween the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s originaleffective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss.The Group measures expected credit losses of a financial instrument in a way that reflects:
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;(b) the time value of money; and(c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, currentconditions and forecasts of future economic conditions.
10.2.4 Written-off of financial assets
The Group directly reduces the gross carrying amount of a financial asset when the entity has no reasonable expectations of recovering afinancial asset in its entirety or a portion thereof. A write-off constitutes a derecognition event.10.3 Transfer of financial asset
The Group derecognizes a financial asset if one of the following conditions is satisfied: (i) the contractual rights to the cash flows fromthe financial asset expire; or (ii) the financial asset has been transferred and substantially all the risks and rewards of ownership of thefinancial asset is transferred to the transferee; or (iii) although the financial asset has been transferred, the Group neither transfers norretains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments (cont’d)
10.3 Transfer of financial asset (cont’d)
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, and it retains control ofthe financial asset, it recognizes the financial asset to the extent of its continuing involvement in the transferred financial asset andrecognizes an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it isexposed to changes in the value of the transferred asset.
When the company is dercognizing a financial asset in its entirety, except for equity instrument designated to FVTOCI, the differencebetween (i) the carrying amount of the financial asset transferred; and (ii) the sum of the consideration received from the transfer isrecognized in profit or loss.
10.4 Classification and measurement of financial liabilities
Based on the economic substance rather than the form of legal contracts, along with the definition of financial liabilities and equityinstruments, the Group shall classify the financial instruments or its components as financial liability or equity instrument at initialrecognition.
On initial recognition, financial liabilities are classified into financial liabilities at fair value through profit or loss and other financialliabilities.
Other financial liabilities are subsequently measured at amortized cost by using effective interest method. Gain or loss arising fromderecognition or amortization is recognized in current profit or loss.
10.5 Derecognition of financial liabilities
Financial liabilities are derecognized in full or in part only when the present obligation is discharged in full or in part. An agreemententered into force between the Group (debtor) and a creditor to replace the original financial liabilities with new financial liabilities withsubstantially different terms, derecognize the original financial liabilities as well as recognize the new financial liabilities. When financialliabilities is derecognized in full or in part, the difference between the carrying amount of the financial liabilities derecognized and theconsideration paid (including transferred non-cash assets or new financial liability) is recognized in profit or loss for the current period.
10.6 Derivatives
Derivative financial instruments include forward exchange contracts, currency swaps and foreign exchange options, etc. Derivatives areinitially measured at fair value at the date when the derivative contracts are entered into and are subsequently re-measured at fair value.The resulting gain or loss is recognized in profit or loss unless the derivative is designated and highly effective as a hedging instrument,in which case the timing of the recognition in profit or loss depends on the nature of the hedge relationship (Note III 29).
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
10. Financial instruments (cont’d)
10.7 Offsetting financial assets and financial liabilities
Financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset, except for circumstanceswhere the Group has a legal right that is currently enforceable to offset the recognized financial assets and financial liabilities, andintends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset anda financial liability shall be offset and the net amount is presented in the balance sheet.
10.8 Equity instruments
The consideration received from the issuance of equity instruments net of transaction costs is recognised in shareholders’ equity.Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted fromshareholders’ equity.
When the Company repurchases its own shares, those shares are treated as treasury shares. All expenditures relating to the repurchase arerecorded in the cost of the treasury shares, with the transaction entering into the share capital. Treasury shares are excluded from profitdistributions and are stated as a deduction under shareholders’ equity in the balance sheet.
11. Receivables
Receivables are assessed for impairment on an individual basis and/or on a collective group basis as follows:
Lifetime or 12-month expected credit losses in respect of a receivable is calculated based on the assessment of whether the credit riskon a receivable has increased significantly since initial recognition. Impairment losses are recognised in profit or loss. For accountreceivables, the Group always measure the loss allowance at an amount equal to lifetime expected credit losses.
(1) Receivables individually significant for which provision for impairment is assessed individually
Basis or monetary criteria for determining an
individually significant | receivable |
A receivable with an amount greater than RMB 125 millionMethod of provisioning for bad and doubtful debts for
receivables that are assessed individually |
Determined mostly according to familiarity with the customer, its quality and
the | collateral amount the customer provides. |
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
11. Receivables (cont’d)
(2) Receivables for which provision for impairment is assessed collectively
The assessment is made collectively for account receivables, where receivables share similar credit risk characteristics based ongeographical location, using the expected credit losses model including inter-alia aging analysis, historical loss experiences adjusted bythe observable factors reflecting current and expected future economic conditions.
The ratio of the collective provision for non-overdue account receivables is between 0%-5%.
For overdue account receivables, the expected credit losses assessment is as follows:
Aging | Ratio of the provision for accounts receivable (%) |
Overdue u | p to 60 days | 3 | - | 5 |
Overdue b | etween 60 and 180 days | 10 |
Overdue m | ore than 180 days | 40 |
Legal | 100 |
(3) Other individually not significant receivables but individually tested for impairment:
Reasons for making individual bad debt provision
There is objective evidence to demonstrate that the Group is not able to fullyrecover the receivables according to the original terms and conditions of the
receivables. |
Method of provisioning for bad and doubtful debts for
receivables that are assessed individually |
Determined mostly according to familiarity with the customer, its quality and
the collateral amount the | customer provides. |
12. Inventories
(1) Categories of inventories and initial measurement
The Group's inventories mainly include raw materials, work in progress, semi-finished goods, finished goods and reusable materials.Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do notmeet the definition of fixed assets.
Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expendituresincurred in bringing the inventories to their present location and condition including direct labor costs and an appropriate allocation ofproduction overheads.
(2) Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method.
(3) Basis for determining net realizable value of inventories and provision methods for decline in value of inventories
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
12. Inventories (cont’d)
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value is below thecost of inventories, a provision for decline in value of inventories is made. Net realizable value is the estimated selling price in theordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes.
After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written downbelow cost no longer exist so that the net realizable value of inventories is higher than their carrying amount, the original provision fordecline in value is reversed and the reversal is included in profit or loss for the period.
(4) The perpetual inventory system is maintained for stock system.
13. Assets held for Sale
When the Group realizes the carrying value of a non-current asset or a disposal group through sale instead of continuing operation, suchasset is classified as an asset held for sale.
All the following conditions should be met for the non-current asset or disposal group to be classified as held for sale: (1) ready to besold in current condition, based on similar transactions or common practices; (2) the sale is more than likely to happen, i.e. the Group hasapproved the sale in a resolution and obtained a certain purchase commitment, and the sale will be closed within one year.
The Group measures the assets held for sales at the lower of book value and fair value less the cost of the sale. If the carrying value ishigher than the fair value less the cost of the sale, the difference is recognized as asset impairment loss. If the fair value of the asset heldfor sale recovered subsequent to the balance sheet date, the recovery is recognized, limited to the original carrying amount of the asset,and relevant asset impairment loss is reversed.
Asset held for sale is not depreciated or amortized.
14. Long-term equity investments
Long-term equity investments include investments in subsidiaries, joint ventures and associates.
Subsidiaries are the companies that are controlled by the Company. Associates are the companies over which the Group has significantinfluence. Joint ventures are joint arrangements over which the Group has joint control along with other investors and has rights to thenet assets of the joint arrangement.
The Company accounts for the investment in subsidiaries at historical cost in the Company's financial statements. Investments inassociates and joint ventures are accounted for under equity method.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
14. Long-term equity investments (cont’d)
(1) Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises under common control, the investmentcost of the long-term equity investment is the share of the carrying amount of the shareholders' equity of the acquiree attributable to theultimate controlling party at the date of combination. For a long-term equity investment acquired through business combination notinvolving enterprises under common control, the investment cost of the long-term equity investment is the cost of acquisition. For abusiness combination not involving enterprises under common control achieved in stages that involves multiple exchange transactions,the initial investment cost is carried at the aggregate of the carrying amount of the acquirer’s previously held equity interest in theacquiree and the new investment cost incurred on the acquisition date.
Regarding the long-term equity investment acquired otherwise than through a business combination, if the long-term equity investment isacquired by cash, the historical cost is determined based on the amount of cash paid and payable; if the long-term equity investment isacquired through the issuance of equity instruments, the historical cost is determined based on the fair value of the equity instrumentsissued.
(2) Subsequent measurement and recognition of profit or loss
If the long-term equity investment is accounted for at cost, it should be measured at historical cost less accumulated impairment losses.Dividend declared by the investee should be accounted for as investment income.
Under the equity method, where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair valueof the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost. Where the initialinvestment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, thedifference is recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss and other comprehensive income of the investee for theperiod as investment income or loss and other comprehensive income for the period. The Group recognizes its share of the investee’s netprofit or loss based on the fair value of the investee’s individual separately identifiable assets, etc. at the acquisition date after makingappropriate adjustments to be confirmed with the Group's accounting policies and accounting period. The Group discontinuesrecognizing its share of net losses of the investee after the carrying amount of the long-term equity investment together with anylong-term interests that in substance form part of its net investment in the investee is reduced to zero. If the Group has incurredobligations to assume additional losses of the investee, a provision is recognized according to the expected obligation, and recorded asinvestment loss for the period.
(3) Basis for determining control, joint control and significant influence over investee
Control is achieved when the Company has power over the investee; is exposed, or has rights, to variable returns from its involvementwith the investee; and has the ability to use its power to affect its returns.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
14. Long-term equity investments (cont’d)
(3) Basis for determining control, joint control and significant influence over investee (cont’d)
Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial andoperating policy decisions relating to the activity require the unanimous consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or jointcontrol over those policies.
When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect ofpotential voting rights of the investee (for example, warrants and convertible debts) held by the investing enterprises or other parties thatare currently exercisable or convertible shall be considered.
(4) Methods of impairment assessment and determining the provision for impairment loss
If the recoverable amounts of the investments to subsidiaries, joint ventures and associates are less than their carrying amounts, animpairment loss should be recognized to reduce the carrying amounts to the recoverable amounts (Note III 21).
(5) The disposal of long-term equity investment
On disposal of a long term equity investment, the difference between the proceeds actually received and receivable and the carryingamount is recognized in profit or loss for the period.
15. Investment properties
Investment property refers to real estate held to earn rentals or for capital appreciation, or both, including leased land use rights, land userights held and provided for transferring after appreciation and leased constructions, etc.
Investment property is initially measured at cost. Subsequent expenditures related to an investment property shall be included in cost ofinvestment property only when the economic benefits associated with the asset will likely flow to the Group and its cost can be measuredreliably. All other subsequent expenditures on investment property shall be included in profit or loss for the current period when incurred.
The Group adopts cost method for subsequent measurement of investment property, which is depreciated or amortized using the samepolicy as that for buildings and land use rights.
When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of thecarrying amount and related taxes and surcharges is recognized in profit or loss for the current period.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
16. Fixed assets
(1) Recognition criteria for fixed assets
Fixed assets include buildings and structures, machinery and equipment, transportation vehicles, office equipment and others.
Fixed assets are tangible assets that are held for use in the production or supply of goods or for administrative purposes, and have usefullives of more than one accounting year. A fixed asset is recognized only when it is probable that economic benefits associated with theasset will flow to the Group and the cost of the asset can be reliably measured. Purchased or constructed fixed assets are initiallymeasured at cost.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset and if it is probable that economic benefitsassociated with the asset will flow to the Group and the subsequent expenditures can be measured reliably. Other subsequentexpenditures are recognized in profit or loss in the period in which they are incurred.
(2) Depreciation of each category of fixed assets
Fixed asset is depreciated based on the cost of the fixed asset recognized less expected net residual value over its useful life using thestraight-line method since the month subsequent to the one in which it is ready for intended use. Depreciation is calculated based on thecarrying amount of the fixed asset after impairment over the estimated remaining useful life of the asset.
The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation method applied at least once ateach financial year-end, and account for any change as a change in an accounting estimate.
The estimated useful life, estimated net residual value and annual depreciation rate of each category of fixed assets are as follows:
Category Depreciation
Useful life
(years)
Residual
value(%)
Annualdepreciation rate
(%)
Buildings | the straight | - | line method | 15 | - | 50 | 0 | - | 4 | 1.9 | - | 6.7 |
Machinery and equipment | the straight | - | line method | 3 | - | 22 | 0 | - | 4 | 4.4 | - | 33.3 | |||||||||||
Office and other equipment | the straight | - | line method | 3 | - | 17 | 0 | - | 4 | 5.6 | - | 33.3 |
Motor vehicles | the straight | - | line method | 5 | - | 9 | 0 | - | 2 | 10.9 | - | 20.0 |
(3) Other explanations
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or disposal, the fixed asset isderecognized. When a fixed asset is sold, transferred, retired or damaged, the amount of any proceeds on disposal of the asset net of thecarrying amount and related taxes is recognized in profit or loss for the period.The difference between recoverable amounts of the fixed assets under the carrying amount is referred to as impairment loss (Note III 21).
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
17. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various construction, installation costs, borrowing costscapitalized and other expenditures incurred until such time as the relevant assets are completed and ready for its intended use. When theasset concerned is ready for its intended use, the cost of the asset is transferred to fixed assets and depreciated starting from the followingmonth.
The difference between recoverable amounts of the construction in progress under the carrying amount is referred to as impairment loss(Note III 21).
18. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are capitalized when expendituresfor such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that arenecessary to prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs ceases when the qualifyingasset being acquired, constructed or produced becomes ready for its intended use or sale. Borrowing costs incurred subsequently shouldbe charged to profit or loss. Capitalization of borrowing costs is suspended during periods in which the acquisition, construction orproduction of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months.Capitalization is suspended until the acquisition, construction or production of the asset is resumed.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is the actual interest expensesincurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the assetor any investment income on the temporary investment of those funds.
Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interest to be capitalized on suchborrowings by applying a capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over theamounts of specific-purpose borrowings. The capitalization rate is the weighted average of the interest rates applicable to thegeneral-purpose borrowings.
During the capitalization period, exchange differences on foreign currency specific-purpose borrowing are fully capitalized whereasexchange differences on foreign currency general-purpose borrowing is charged to profit or loss.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
19. Intangible assets
(1) Valuation methods, service life, impairment test
The Group’s intangible assets include product registration assets, Intangible assets upon purchase of products, marketing rights and rightsto use trademarks, land use rights and software. Intangible assets are stated at the balance sheet at cost less accumulated amortization andimpairment losses.
When an intangible asset with a finite useful life is available for use, its original cost less any accumulated impairment losses isamortized over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortized.
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method at the end of the year, andmakes adjustments when necessary.
The respective amortization periods for such intangible assets are as follows:
Item | Amortization period | ( | years) |
Land use rights | 49 | - | 50 years |
Product registration | 8 | years | ||||||||||||||||
Intangible assets upon purchase | d | products | 1 | - | 20 years | (Mainly 7 | - | 11, 20) |
Marketing rights and | Rights to use trademarks | 4 | - | 10 years |
Software | 3 | - | 5 years |
The difference between recoverable amounts of the intangible assets under the carrying amount is referred to as impairment loss (III 21).
(2) Research and development expenditure
Internal research and development project expenditures were classified into research expenditures and development expendituresdepending on its nature and the greater uncertainty whether the research activities becoming to intangible assets.
Expenditure during the research phase is recognized as an expense in the period in which it is incurred. Expenditure during thedevelopment phase that meets all of the following conditions at the same time is recognized as intangible asset:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;- The Group has the intention to complete the intangible asset and use or sell it;- The Group can demonstrate the ways in which the intangible asset will generate economic benefits;- The availability of adequate technical, financial and other resources to complete the development and the
ability to use or sell the intangible asset;- The expenditure attributable to the intangible asset during its development phase can be reliably measured.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
19. Intangible assets (cont’d)
(2) Research and development expenditure (cont’d)
Expenditures that do not meet all of the above conditions are recognized in profit or loss when incurred. If the expenditures cannot bedistinguished between the research phase and development phase, the Group recognizes all of them in profit or loss for the period.Expenditures that have previously been recognized in the profit or loss would not be recognized as an asset in subsequent years. Thoseexpenditures capitalized during the development stage are recognized as development costs incurred and will be transferred to intangibleasset when the underlying project is ready for an intended use.
20. Goodwill
The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair value of the identifiable netassets of the acquiree under a business combination not involving enterprises under common control.
Goodwill is not amortised and is stated in the balance sheet at cost less accumulated impairment losses (see Note III 21). On disposal ofan asset group
or a set of asset groups, any attributable goodwill is written off and included in the calculation of the profit or loss ondisposal.
21. Impairment of long-term assets
The Company assesses at each balance sheet date whether there is any indication that the fixed assets, construction in progress, intangibleassets with finite useful lives, investment properties measured at historical cost, investments in subsidiaries, joint ventures and associatesmay be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. Therecoverable amount of an asset is the higher of its fair value less costs to sell and the present value of the future cash flow estimated to bederived from the asset. The Group estimates the recoverable amount on an individual basis. If it is not possible to estimate therecoverable amount of the individual asset, the Group determines the recoverable amount of the asset group to which the asset belongs.Identification of an asset group is based on whether major cash inflows generated by the asset group are largely independent of the cashinflows from other assets or asset groups.
Goodwill arising from a business combination is tested for impairment at least at each year end, irrespective of whether there is anyindication that the asset may be impaired. For the purpose of impairment testing, the carrying amount of goodwill acquired in a businesscombination is allocated from the acquisition date on a reasonable basis to each of the related asset groups; if it is impossible to allocateto the related asset groups, it is allocated to each of the related set of asset groups. Each of the related asset groups or set of asset groupsis an asset group or set of asset group that is able to benefit from the synergies of the business combination and shall not be larger than areportable segment determined by the Group. If the carrying amount of the asset group or set of asset groups is higher than itsrecoverable amount, the amount of the impairment loss first reduced by the carrying amount of the goodwill allocated to the asset groupor set of asset groups, and then the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups,pro rata based on the carrying amount of each asset.
Once the impairment loss of such assets is recognized, it will not be reversed in subsequent periods.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
22. Employee benefits
(1) Short-term employee benefits
Employee wages or salaries, bonuses, social security contributions, measured on a non-discounted basis, and the expense is recordedwhen the related service is provided. A provision for short-term employee benefits in respect of cash bonuses is recognized in the amountexpected to be paid where the Group has a current legal or constructive obligation to pay the said amount for services provided by theemployee in the past and the amount can be estimated reliably.
(2) Post-employment benefits
Post-employment benefits are classified into defined contribution plans and defined benefit plans.
A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to a separate entity and has nolegal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as anexpense in profit or loss in the periods during which related services are rendered by employees.
Defined benefit plans of the Group are post-employment benefit plans other than defined contribution plans. In accordance with theprojected unit credit method, the Group measures the obligations under defined benefit plans using unbiased and mutually compatibleactuarial assumptions to estimate related demographic variables and financial variables, and discount obligations under the definedbenefit plans to determine the present value of the defined benefit liability. The discount rate used is the yield on the reporting date onhighly-rated corporate debentures denominated in the same currency, that have maturity dates approximating the terms of the Group’sobligation.
The Group attributes benefit obligations under a defined benefit plan to periods of service provided by respective employees. Servicecost and interest expense on the defined benefit liability are charged to profit or loss and remeasurements of the defined benefit liability
are recognised in other comprehensive income.
)3(Termination benefits
When the Group terminates the employment with employees or provides compensation under an offer to encourage employees to accept
voluntary redundancy, a provision is recognised with a corresponding expense in profit or loss at the earlier of the following dates:
- When the Group cannot unilaterally withdraw the offer of termination benefits because of an employee termination plan or a
curtailment proposal.- When the Group has a formal detailed restructuring plan involving the payment of termination benefits and has raised a valid
expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main featuresto those affected by it.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
22. Employee benefits (cont’d)
)3(Termination benefits (cont’d)
If the benefits are payable more than 12 months after the end of the reporting period, they are discounted to their present value. Thediscount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the same currency, that havematurity dates approximating the terms of the Group’s obligation.
(4) Other long-term employee benefits
The Group’s net obligation for long-term employee benefits, which are not attributable to post-employment benefit plans, is for theamount of the future benefit to which employees are entitled for services that were provided during the current and prior periods.
The amount of these benefits is discounted to its present value and the fair value of the assets related to these obligations is deductedtherefrom. The discount rate used is the yield on the reporting date on highly-rated corporate debentures denominated in the samecurrency, that have maturity dates approximating the terms of the Group’s obligation.
23. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency, it is probable that an outflow of economicbenefits will be required to settle the obligation, and the amount of the obligation can be measured reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the settlementdate, taking into account factors pertaining to a contingency such as the risks, uncertainties and time value of money. Where the effect ofthe time value of money is material, the amount of the provision is determined by discounting the related future cash outflows. Theincrease in the provision due to passage of time is recognized as interest expense.
If all or part of the provision settlements is reimbursed by third parties, when the realization of income is virtually certain, then therelated asset should be recognized. However, the amount of related asset recognized should not be exceeding the respective provisionamount.
At the balance sheet date, the amount of provision should be re-assessed to reflect the best estimation then.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
24. Share-based payment
Share-based payment refers to the transaction in order to aquire the service offered by the employees or other parties that grants equityinstruments or liabilities on the basis of the equity instruments. Share-based payment classified into equity-settled share-based paymentand cash-settled share-based payment.
Cash-settled share-based paymentThe cash-settled share-based payment should be measured according to the fair value of the liabilities recognized based on the shares orother equity instrument undertaken by the Company. For cash-settled share-based payment made in return for the rendering of employeeservices that cannot be exercised until the services are fully provided during the vesting period or specified performance targets are met,on each balance sheet date within the vesting period, the services acquired in the current period shall, based on the best estimate of thenumber of exercisable instruments, be recognized in relevant expenses and the corresponding liabilities at the fair value of the liabilityincurred by the Company.
On each balance sheet date and the settlement date before the settlement of the relevant liabilities, the Company should re-measure thefair value of the liabilities and the changes should be included in the current period profit or loss.
25. Revenue
Revenue of the Group is mainly from sale of goods.
The Group recognises revenue when transferring goods to a customer, at the amount of the transaction price. An asset is transferred whenthe customer obtains control of that asset. Transaction price is the amount of consideration to which an entity expects to be entitled inexchange for transferring goods to a customer, excluding amounts collected on behalf of third parties.
Significant financing component
For a contract with a significant financing component, the Group recognise revenue at an amount that reflects the price that a customerwould have paid for the goods if the customer had paid cash for those goods when they transfer to the customer. The difference betweenthe amount of consideration and the cash selling price of the goods, is amortized in the contract period with the effective interest rate.The Group does not adjust the amount of consideration for the effects of a significant financing component if the Group expects, atcontract inception, that the period between when the entity transfers a good to a customer and when the customer pays for that good willbe one year or less.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
25. Revenue (cont’d)
Sale with a right of return
For sale with a right if return, the Group recognizd revenue at the amount of consideration to which the Group expects to be entitled (ieexcluding the products expected to be returned). For any amounts received (or receivable) for which an entity does not expect to beentitled, the entity shall not recognise revenue when it transfers products to customers but shall recognise those amounts received (orreceivable) as a refund liability. An asset recognised for the Group’s right to recover products from a customer on settling a refundliability shall initially be measured by reference to the former carrying amount of the product less any expected costs to recover thoseproducts.
26. Government grants
Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration,including tax returns, financial subsidies and so on. A government grant is recognized only when the Group can comply with theconditions attaching to the grant and the Group will receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a governmentgrant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured ata nominal amount. A government grant measured at a nominal amount is recognized immediately in profit or loss for the period.
(1) The basis of judgment and accounting method of the government grants related to assets
Government grants obtained for acquiring long-term assets are government grants related to assets.A government grant related to an asset is offset with the cost of the relevant asset.
(2) The basis of judgment and accounting method of the government grants related to income
For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequentperiods, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs arerecognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit orloss for the period.
Government grants related to the Group’s normal course of business are offset with related costs and expenses. Government grantsrelated that are irrelevant with the Groups’s normal course of business are included in non-operating gains.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
27. Deferred tax assets/deferred tax liabilities
The income tax expenses include current income tax and deferred income tax.
(1) Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are measured at the amount expectedto be paid (or recovered) according to the requirements of tax laws.
(2) Deferred tax assets and deferred tax liabilities
Temporary differences are differences between the carrying amounts of certain assets or liabilities and their tax base.
All taxable temporary differences are recognized as related deferred tax liabilities. Deferred tax assets are recognized to the extent that itis probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized.
For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to the extent that it is probable thatfuture taxable profits will be available against which the deductible losses and tax credits can be utilized. However, for deductibletemporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from atransaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time oftransaction, no deferred tax asset or liability is recognized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax laws, that are expected to applyin the period in which the asset is realized or the liability is settled.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, andinterests in joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it isprobable that the temporary difference will not reverse in the foreseeable future.
The Group may be required to pay additional tax in case of distribution of dividends by the Group companies. This additional tax was notincluded in the financial statements, since the policy of the Group is not to distribute in the foreseeable future a dividend which creates asignificant additional tax liability.
Except for those current income tax and deferred tax charged to comprehensive income or shareholders’ equity in respect of transactionsor events which have been directly recognized in other comprehensive income or shareholders’ equity, and deferred tax recognized on
business combinations, all other current income tax and deferred tax items are charged to profit or loss in the current period.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
27. Deferred tax assets/deferred tax liabilities (cont’d)
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longer probable that sufficienttaxable profits will be available in the future to allow the benefit of deferred tax assets to be utilized. Such reduction is reversed when itbecomes probable that sufficient taxable profits will be available.
(3) Offset of income taxWhen the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realize the assets and settle theliabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets and deferred taxliabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities whichintend either to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in each futureperiod in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred taxliabilities are offset and presented on a net basis.
28. Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to thelessee. All other leases are classified as operating leases.
(1) The Group as lessee under operating leases
Operating lease payments are recognized on a straight-line basis over the term of the relevant lease, and are either included in the cost ofrelated asset or charged to profit or loss for the period. Initial direct costs incurred are charged to profit or loss for the period.
(2) The Group as lessor under operating leases
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the term of the relevant lease. Initialdirect costs with more than an insignificant amount are capitalized when incurred, and are recognized in profit or loss on the same basisas rental income over the lease term. Other initial direct costs with an insignificant amount are charged to profit or loss in the period inwhich they are incurred.
(3) The Group as lessee under finance leases
At the commencement of the lease term, the Group records the leased asset at an amount equal to the lower of the fair value of the leasedasset and the present value of the minimum lease payments at the inception of the lease, and recognizes a long-term payable at an amountequal to the minimum lease payments. The difference between the recorded amounts is deferred. Besides, initial direct costs that areattributable to the leased item incurred during the process of negotiating and securing the lease agreement are also added to the amountrecognized for the leased asset.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
28. Leases (cont’d)
(4) The Group as lessee under finance leases
The deferred expense are recognized as financial expenses in profit or loss using the effective interest method over the lease term.Contingent rents are credited to profit or loss in the period in which they are actually incurred. The net amount of minimum leasepayments less deferred expense is separated into long-term liabilities and the portion of long-term liabilities due within one year forpresentation.
29. Other significant accounting policies and accounting estimates
29.1 Hedging
The Group uses derivative financial instruments to hedge its risks related to foreign currency and inflation risks and derivatives that arenot used for hedging.
Hedge accountingOn the commencement date of the accounting hedge, the Group formally documents the relationship between the hedging instrument andhedged item, including the Group’s risk management objectives and strategy in executing the hedge transaction, together with themethods that will be used by the Group to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedge isexpected to be effective in offsetting the changes in the fair value of cash flows that can be attributed to the hedged risk during the periodfor which the hedge is designated.
An effective hedge exsists when all of the below conditions are met:
? There is an economic relationship between the hedged item and the hedging instrument? the effect of credit risk does not dominate the value changes that result from that economic relationship? the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item
that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge thatquantity of hedged item.
With respect to a cash-flow hedge, a forecasted transaction that constitutes a hedged item must be highly probable and must give rise toexposure to changes in cash flows that could ultimately affect profit or loss.
Measurement of derivative financial instrumentsDerivative financial instruments are recognized initially at fair value; attributable transaction costs are recognized in profit or loss asincurred.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
29. Other significant accounting policies and accounting estimates (cont’d)
29.1 Hedging (cont’d)
Cash-flow hedgesSubsequent to the initial recognition, changes in the fair value of derivatives used to hedge cash flows are recognized through othercomprehensive income directly in a hedging reserve, with respect to the part of the hedge that is effective. Regarding the portion of thehedge that is not effective, the changes in fair value are recognized in profit and loss. The amount accumulated in the hedging reserve isreclassified to profit and loss in the period in which the hedged cash flows impact profit or loss and is presented in the same line item inthe statement of income as the hedged item.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, the hedgeaccounting is discontinued. The cumulative gain or loss previously recognized in a hedging reserve through other comprehensive incomeremains in the reserve until the forecasted transaction occurs or is no longer expected to occur. If the forecasted transaction is no longerexpected to occur, the cumulative gain or loss in respect of the hedging instrument in the hedging reserve is reclassified to profit or loss.
Economic hedgeHedge accounting is not applied with respect to derivative instruments used to economically hedge financial assets and liabilitiesdenominated in foreign currency or CPI linked. Changes in the fair value of such derivatives are recognized in profit or loss as financingincome or expenses.
Derivatives that are not used for hedgingChanges in the fair value of derivatives that are not used for hedging are recognized in profit or loss as financing income or expenses.
29.2. Securitization of assets
Details of the securitization of asset agreements and accounting policy are set out in Note V.5 Account receivables
29.3. Segment reporting
Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internalorganisation, management requirements and internal reporting system.
Two or more operating segments may be aggregated into a single operating segment if the segments have similar economiccharacteristics and are same or similar in respect of the nature of each product and service, the nature of production processes, the type orclass of customers for the products and services, the methods used to distribute the products or provide the services, and the nature of theregulatory environment.
29.4. Profit distributions to shareholders
Dividends which are approved after the balance sheet date are not recognised as a liability at the balance sheet date but are disclosed inthe notes separately.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
30. Changes in significant accounting policies and accounting estimates
(1) Changes in significant accounting policies
The contents and reasons for the changes of accounting policiesh Process for
management
approval |
The Group began to adopt the following revised Accounting Standards for BusinessEnterprises (“ASBE”) promulgated by Ministry of Finance from January 1, 2018:
“Revised ASBE 22 - Financial Instruments Recognition and Measurement”, “RevisedASBE 23 - Transfer of Financial Assets”, “Revised ASBE 24 - Hedging”, “RevisedASBE 37 - Presentation and Disclosures of Financial insturments” (“new financialinstrument standards”), and “Revised ASBE 14 - Revenue” (“new revenue standard”),promulgated on 2017.
Financial Instruments
According to new financial instrument standards, financial assets are classified as oneof the following three categories: financial assets measured at amortized cost, financialassets measured at fair value through other comprehensive income (FVTOCI), andfinancial assets measured at fair value through profit and loss (FVTPL), based on the“business model” and “contractual cash flow characteristics”. The categories of loansand receivables, held-to-maturity investments and available-for-sale financial assets inthe old financial instrument standards are cancelled. Equity investments are normallyclassified as financial assets at FVTPL, while it is permitted to irrevocably designatenon-trading equity investments as financial assets at FVTOCI, and cumulative gain orloss previously recognised in other comprehensive income should not be classified toprofit or loss upon derecognition.
Impairment requirements in new financial instrument standards are applied to financialassets at amortised cost and FVTOCI, based on the “expected credit loss method”. Thenew impairment model requires a three-stage model, to recognize 12-month or lifetimeexpected credit losses, depending on whether credit risk on a financial instrument hasincreased significantly since initial recognition. An entity shall always measure the lossallowance at an amount equal to lifetime expected credit losses for trade receivablesthat do not have a significant financing component.
Revenue
New revenue standards introduced the 5-step approach, and provides more guidancesfor special transactions and events. Refer to Note III.25 for details of the Group’srevenue recognition and measurement.
According to the new standards, opening balances should be adjusted for accumulatedimpact, with regards to retained earnings and other relevant accounts, with no
adjustments for comparative information. |
The change in theaccounting policy wasapproved by the boardof directors meeting in2018.4.26.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
31. Changes in significant accounting policies and accounting estimates (cont’d)
(1) Changes in significant accounting policies (cont’d)
Note 1: Transfer from loans and receivables to fair value
According to the Standard, the classification of financial assets that constitute debt instruments is generally based on the businessmodel in which a financial asset is managed and its contractual cash flow characteristics. Trade receivables that are included in thesecuritization transaction for which consideration has not yet been received, are measured at fair value through profit or loss.As a result of the implementation of the Standard, as at January 1, 2018, the balance of other receivables decreased by 8,279
thousand RMB with a corresponding decrease in retained earnings.
Note 2: Transfer from available-for-sale financial assets to other equity investments
As at January 1, 2018, available-for-sale financial assets were designated as financial assets at FVTOCI and reclassified to otherequity investments. Such equity investments are not expected to be sold within the foreseeable future.
Since those equity investments are not quoted in an active market, according to old financial instrument standards, the investmentswere measured at cost.
Commencing January 1, 2018, such equity investments are measured at FVTOCI. Impairment loss recognised in prior periods ofRMB 11,991 was reclassified from retained earnings to OCI, the investments were revaluated through OCI in the amount of RMB71,546 and the deferred tax assets decreased by RMB 8,934. The OCI was increased by net amount of RMB 50,621.
Note 3: Expected credit loss
Commencing from January 1, 2018, the Group recognise credit loss impairment in accordance with new financial instrumentstandards.
The Standard includes a new model for the recognition of expected credit loss ('expected credit loss’ model) for financial assets thatare not measured at fair value through profit or loss. As a result of the implementation of the Standard, as of January 1, 2018, theprovision for impairment of trade receivables increased by RMB 42,345, the deferred tax assets increased by RMB 12,277 with a
corresponding decrease of RMB 30,068 in retained earnings.
Note 4: Significant financing component in revenue recognition
In assessing whether a contract contains a significant financing component, the Group examines, among other things, the expectedlength of time between the date on which the Group transfers the goods to the customer and the date on which the customer paysfor the goods less than one year. In cases where the difference is one year or less, the Group applies the practical relief prescribed inthe Standard and does not separate the significant financing component.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
32. Changes in significant accounting policies and accounting estimates (cont’d)
(1) Changes in significant accounting policies (cont’d)
Note 4: Significant financing component in revenue recognition (cont’d)
As a result of the implementation of the Standard, as of January 1, 2018, the balance of trade receivables increased by RMB 71,406
and deferred tax assets decreased by RMB 23,837, with a corresponding increase of RMB 47,569 in retained earnings.
Summary of impacts to assets, liabilities and owners’ equity from adoption of new revenue standards and new financial instrumentstandards, as at January 1, 2018:
Items
December 31,
2017
Impact fromadoption of newrevenue standards
Impact fromadoption of newfinancial instrument
standards
standards |
January 1,
2018
Accounts receivable | 5,056,850 | 71,406 | (42,345) | 5,085,911 |
Other receivable | 1,037,836 | - | (8,279) | 1,029,557 |
Available for sale
financial assets | 19,544 | - |
(19,544
) |
Other equity
investments | - | 91 | , | 090 | 91 | 090 |
Deferred tax assets | 891,012 | (23,837) | 3,343 | 870 | 518 |
Total impact toassets
39,613,922
47,569
24,265
39,685,756
Othercomprehensive
income | ( | 154,701 | ) | - | 50,621 | (104 | , | 080) |
Retained earnings | 3,286,711 | 47,569 | (26,356) | 3,307,924 |
Total impact toshareholders’equity
18,778,013
47,569
24,265
18,849,847
(2) Changes in significant accounting estimates
There are no significant changes in accounting estimates in the reporting period.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
32. Significant accounting estimates and judgments
The preparation of the financial statements requires management to make estimates and assumptions that affect the application ofaccounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.Estimates as well as underlying assumptions and uncertainties involved are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimate is revised and in any future periods affected.
Notes V.33, Note IX and Note XII contain information about the assumptions and their risk factors relating to post-employment benefits– defined benefit plans, fair value of financial instruments and share-based payments. Other key sources of estimation uncertainty are asfollows:
32.1 Impairment of trade receivables
As described in Note III.11, trade receivables are reviewed at each balance sheet date to determine whether credit risk on a receivable hasincreased significantly since initial recognition, lifetime expected losses is accrued for impairment provision. Evidence of impairmentincludes observable data that comes to the attention of the Group about loss events such as a significant decline in the solvency of anindividual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. Ifthere is objective evidence of a recovery in the value of receivables which can be related objectively to an event occurring after theimpairment was recognised, the previously recognised impairment loss is reversed.
32.2 Provision for impairment of inventories
As described in Note III.12, the net realisable value of inventories is under management’s regular review, and as a result, provision forimpairment of inventories is recognised for the excess of inventories’ carrying amounts over their net realisable value. When makingestimates of net realisable value, the Group takes into consideration the use of inventories held on hand and other information availableto form the underlying assumptions, including the inventories’ market prices and the Group’s historical operating costs. The actual sellingprice, the costs of completion and the costs necessary to make the sale and relevant taxes may vary based on the changes in marketconditions and product saleability, manufacturing technology and the actual use of the inventories, resulting in the changes in provisionfor impairment of inventories. The net profit or loss may then be affected in the period when the impairment of inventories is adjusted.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
32. Significant accounting estimates and judgments (cont’d)
32.3 Impairment of assets other than inventories and financial assets
As described in Note III.21, assets other than inventories and financial assets are reviewed at each balance sheet date to determinewhether the carrying amount exceeds the recoverable amount of the assets. If any such indication exists, an impairment loss isrecognised.
The recoverable amount of an asset (or an asset group) is the greater of its fair value less costs to sell and its present value of expectedfuture cash flows. Since a market price of the asset (or the asset group) cannot be obtained reliably, the fair value of the asset cannot beestimated reliably, the recoverable amount is calculated based on the present value of estimated future cash flows. In assessing thepresent value of estimated future cash flows, significant judgements are exercised over the asset’s production, selling price, relatedoperating expenses and discount rate to calculate the present value. All relevant materials which can be obtained are used for estimationof the recoverable amount, including the estimation of the production, selling price and related operating expenses based on reasonableand supportable assumptions.
32.4 Depreciation and amortisation of assets such as fixed assets and intangible assets
As described in Note III.16 and 19, assets such as fixed assets and intangible assets are depreciated and amortised over their useful livesafter taking into account residual value. The estimated useful lives of the assets are regularly reviewed to determine the depreciation andamortisation costs charged in each reporting period. The useful lives of the assets are determined based on historical experience ofsimilar assets and the estimated technical changes. If there have been significant changes in the factors used to determine the depreciationor amortisation, the rate of depreciation or amortisation is revised prospectively.
32.5 Income taxes and deferred income tax
The Company and Group companies are assessed for income tax purposes in a large number of jurisdictions and, therefore, Companymanagement is required to use considerable judgment in determining the total provision for taxes and attribution of income.
When assessing whether there will be sufficient future taxable profits available against which the deductible temporary differences can beutilised, the Group recognises deferred tax assets to the extent that it is probable that future taxable profits will be available against whichthe deductible temporary differences can be utilised, using tax rates that would apply in the period when the asset would be utilised. Indetermining the amount of deferred tax assets, the Group makes reasonable judgements and estimates about the timing and amount oftaxable profits to be utilised in the following periods, and of the tax rates applicable in the future according to the existing tax policiesand other relevant regulations. If the actual timing and amount of future taxable profits or the actual applicable tax rates differ from theestimates made by management, the differences affect the amount of tax expenses.
(Expressed in RMB '000)
Notes to the Financial Statements
III SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (cont’d)
32. Significant accounting estimates and judgments (cont’d)
32.6 Contingent liabilities
When assessing the possible outcomes of legal claims filed against the Company and its investee companies, the company positions arebased on the opinions of their legal advisors. These assessments by the legal advisors are based on their professional judgment,considering the stage of the proceedings and the legal experience accumulated regarding the various matters. Since the results of theclaims will be determined by the courts, the outcomes could be different from the assessments.
In addition to the said claims, the Group is exposed to unasserted claims, inter alia, where there is doubt as to interpretation of theagreement and/or legal provision and/or the manner of their implementation. This exposure is brought to the Company’s attention inseveral ways, among others, by means of contacts made to Company personnel. In assessing the risk deriving from the unasserted claims,the Company relies on internal assessments by the parties dealing with these matters and by management, who weigh assessment of theprospects of a claim being filed, and the chances of its success, if filed. The assessment is based on experience gained with respect to thefiling of claims and the analysis of the details of each claim. By their nature, in view of the preliminary stage of the clarification of thelegal claim, the actual outcome could be different from the assessment made before the claim was filed.
32.7 Employee benefits
The Group’s liabilities for long-term post-employment and other benefits are calculated according to the estimated future amount of thebenefit to which the employee will be entitled in consideration for his services during the current period and prior periods. The benefit isstated at present value net of the fair value of the plan’s assets, based on actuarial assumptions. Changes in the actuarial assumptionscould lead to material changes in the book value of the liabilities and in the operating results.
32.8 Derivative financial instruments
The Group enters into transactions in derivative financial instruments for the purpose of hedging risks related to foreign currency andinflationary risks. The derivatives are recorded at their fair value. The fair value of derivative financial instruments is based on quotesfrom financial institutions. The reasonableness of the quotes is examined by discounting the future cash flows, based on the terms andlength of the period to maturity of each contract, while using market interest rates of a similar instrument as of the measurement date.Changes in the assumptions and the calculation model could lead to material changes in the fair value of the assets and liabilities and inthe results.
(Expressed in RMB '000)
Notes to the Financial Statements
IV TAXATION
1. Main types of taxes and corresponding tax rates:
The income tax rate in China to the Company is 25%. The subsidiaries outside of China are assessed based on the tax laws in the countryof their residence.Set forth below are the tax rates outside China relevant to the subsidiaries with significant sales to third party:
Name | of | subsidiary |
Location |
2018 |
ADAMA agriculture solutions Ltd | . | Israel | 23.0% |
ADAMA Makhteshim | Israel | 7.5% |
ADAMA Agan | Israel | 16.0% | ||||||||||
ADAMA Brasil S/A |
Brazil |
34.0% |
ADAMA of North America Inc. | U.S. | 24.7% |
ADAMA India Private Ltd | India | 34.6% |
ADAMA Deutschland GmbH | Germany | 32.5% | |||||||||||||
Control Solutions Inc. | U.S. | 24.0% | |||||||||||||
Adama Australia Pty Ltd | Australia | 30.0% | |||||||||||||||
ADAMA France | S.A.S | France | 32.2% | ||||||||||||||
ADAMA Andina B.V. Sucursal Colombia | Colombia | 34.0% |
ADAMA Italia S.R.L. | Italy | 27.9% |
Alligare Inc. | U.S. | 27.5% |
The VAT rate of the Group's subsidiaries is in the range between 2.5% to 27%.
A. Benefits from Hi-Tech Certificate
The Company, was jointly approved as new and high-tech enterprise, by the Hubei Provincial Department of Science andTechnology, Department of Finance of Hubei Province, Hubei Provincial Office of the State Administration of Taxation and HubeiLocal Taxation Bureau, and the applicable income tax rate from 2017 to 2019 is 15%.
B. Benefits under the Law for the Encouragement of Capital Investments
Industrial enterprises of subsidiaries in Israel were granted “Approved Enterprise” or “Beneficiary Enterprise” status under the IsraeliLaw for the Encouragement of Capital Investments, 1959. Part of the income deriving from the “Approved Enterprise” or“Beneficiary Enterprise” during the benefit period is subject to tax at the rate of up to 25% (the total benefit period is seven years andin certain circumstances up to ten years, but may not exceed 14 years from the date of the Letter of Approval and 12 years from thedate the “Approved Enterprise” commenced operations or not more than 12 years from the election year for a “BeneficiaryEnterprise”).
Other industrial enterprises of subsidiaries in Israel are entitled to a tax exemption for periods of between two and six years and a taxrate of up to 25% for the remainder of the benefits period. Should a dividend be distributed from the tax-exempt income, thesubsidiaries will be liable for tax on the income from which the dividend was distributed at a rate of 25%.
(Expressed in RMB '000)
Notes to the Financial Statements
IV. Taxation (cont'd)
2. Tax preferential
The aforementioned benefits are conditional upon compliance with certain conditions specified in the Law, related Regulations andthe Letters of Approval, in accordance with which the investments in the Approved Enterprises were made. Failure to meet theseconditions may lead to cancellation of the benefits, in whole or in part, and to repayment of any benefits already received, togetherwith interest. Management believes that the companies are in compliance with these conditions.C. Amendment to the Law for the Encouragement of Capital Investments, 1959.On December 29, 2010 the Israeli parliament approved the Economic Policy Law for 2011-2012, which includes an amendment tothe Law for the Encouragement of Capital Investments – 1959 (hereinafter – “the Amendment”). The Amendment is effective fromJanuary 1, 2011 and its provisions apply to preferred income derived or accrued in 2011 and thereafter by a preferred company, perthe definition of these terms in the Amendment. Companies can choose not to be included in the scope of the amendment to theEncouragement Law and to stay in the scope of the law before its amendment until the end of the benefits period of itsapproved/beneficiary enterprise.As of the date of the report, all subsidiaries in Israel adopted the amendment and the deferred taxes were calculated accordingly.he Amendment provides that only companies in Development Area A will be entitled to the grants track. Further, they will be entitledto receive benefits both under this track and under the tax benefits track at the same time. In addition, the existing tax benefit trackswere eliminated (the tax exempt track, the “Ireland” track and the “Strategic” track) and two new tax tracks were introduced in theirplace, a preferred enterprise and a special preferred enterprise, which mainly provide a uniform and reduced tax rate for all thecompany’s income entitled to benefits.On August 5, 2013 the Israeli Parliament passed the Law for Changes in National Priorities (Legislative Amendments for AchievingBudget Objectives in the Years 2013 and 2014) – 2013, which cancelled the planned tax reduction so that as from the 2014 tax yearthe tax rate on preferred income will be 9% for Development Area A and 16% for the rest of the country.On December 22, 2016, the Israeli Parliament passed the Economic Efficiency Law (Legislative Amendments for Achieving BudgetObjectives in the years 2017 and 2018) – 2016, by which, inter alia, preferred enterprise in Development Area A, will be subject totax rate of 7.5% instead of 9% effective from January 1, 2017 and thereafter (the tax rate applicable to preferred enterprises located inother areas remains at 16%)The amendment further determined that no tax shall apply to dividend distributed out of preferred income to shareholder who isIsrael resident company. On dividend distributed out of preferred income to a single shareholder or a foreign resident subject todouble taxation treaties, tax of 20% shall apply.D. Benefits under the Law for the Encouragement of Industry (Taxes), 1969
Under the Israeli Law for the Encouragement of Industry (Taxes) 1969, the Company is an Industrial Holding Company and some ofthe subsidiaries in Israel are “Industrial Companies”. The main benefit under this law is the filing of consolidated income tax returns(the Company files a consolidated income tax return with Adama Makhteshim) and amortization of know-how over 8 years.
(Expressed in RMB '000)
Notes to the Financial Statements
V. Notes to the consolidated financial statements
1. Cash at Bank and On Hand
June 30 January 1
2018 2018
Cash on hand
Cash on hand | 1,065 | 2,267 | |||||||||||||
Deposits in banks | 6,020,315 | 7,861,991 |
Other cash at bank 28,150 4,600
6,049,530 7,868,858
Including cash and bank placed outside China | 3 | 931 | ,947 | 5,580,592 |
As at 30 June 2018, restricted cash and bank balances was 28,150 thousand RMB (as at January 1, 2018:
4,600 thousand RMB) mainly including deposits that guarantee bank acceptance drafts.
2. Financial Assets at Fair Value through Profit or Loss
June 30 January 1
2018 2018
Financial assets held for trading
Financial assets held for trading |
Debt instruments | 13,610 | 14,225 |
Other |
19,083 8,775
32,693 23,000
3. Derivative financial assets
June 30 January 1
2018 2018
Economic hedge
Economic hedge | 849,346 | 449,553 |
Hedge accounting derivatives 90,879 5,600
940,225 455,153
(Expressed in RMB '000)
Notes to the Financial Statements
4. Bills Receivable
(1) Bills receivable by category
June 30 January 1
2018 2018
Post | - | dated checks receivable | 10,335 | 19,969 |
Bank acceptance | draft |
77,950 160,061
88,285 180,030
All bills receivables are due within one year.
(2) Bills receivable which had endorsed by the Company
June 30
2018
Bank acceptance
Bank acceptance | draft |
211,682
211,682
5. Accounts Receivable
(1) Accounts receivable by category
June | 3 | 0, 2018 |
Book value |
Provision for bad and
doubtful debts
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively
collectively | for impairment | 6, | 459,562 | 92 | 93,425 | 1 | 6,366,137 |
Account receivables assessed
individually for impairment | 553,412 | 8 | 304,905 | 5 | 5 | 248,507 |
7,012,974 | 100 | 398,330 | 6 | 6,614,644 |
January 1, 2018 |
Book value |
Provision for bad and
doubtful debts
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively
collectively | for impairment | 4, | 935,888 | 90 | 104,712 | 2 | 4,831,176 |
Account receivables assessed
individually for impairment | 578,799 | 10 | 324,064 | 5 | 6 | 254,735 |
5, | 514,687 | 100 | 428,776 | 8 | 5, | 085,911 |
(Expressed in RMB '000)
Notes to the Financial Statements
5. Accounts Receivable (cont’d)
(2) Addition, written-back and written-off of provision for bad and doubtful debts during the years:
Six monthsended ended
June 30
2018
Balance as of January 1, | 428,776 |
Addition during | the year, | 28,367 |
W | rite back during the year | ( | 22,742 | ) |
Write | - | off during | the year | ( | 1,986 | ) |
Exchange rate effect |
(34,085)
Balance as of
Balance as of | June | 3 | 0, |
398,330
(3) Five largest accounts receivable by debtor at June 30, 2018:
June
June | 3 | 0 | , 201 | 8 |
Closing balance |
As a percentage of
total accounts
receivable (%)
Provision for bad debts
at the end of the year
Party | A | 119,105 | 2 | - |
Party | B | 116,465 | 2 | 5,823 |
Party | C | 81,060 | 1 | - |
Party | D | 75,661 | 1 | - |
Party | E |
75,2901 -
Total |
467,581
5,823
(4) Derecognition of accounts receivable due to transfer of financial assets
Certain subsidiaries of the group entered into a securitization transaction with Rabobank International for sale of tradereceivables (hereinafter – “the Securitization Program” and/or “the Securitization Transaction”).
Pursuant to the Securitization Program, the companies will sell their trade receivables debts, in various different currencies, to aforeign company that was set up for this purpose and that is not owned by the Adama Agricultural Solutions Group (hereinafter– “the Acquiring Company”). Acquisition of the trade receivables by the Acquiring Company is financed by a U.S. company,Nieuw Amsterdam Receivables Corporation for the Rabobank International Group.
The trade receivables included as part of the Securitization Transaction are trade receivables that meet the criteria provided inthe agreement.
Every year the credit facility is re approved in accordance with the Securitization Program. As at the date of the report, theSecuritization Agreement was approved up to July 31, 2018. Subsequent to the report date, the Securitization Agreement wasextended up to July 31, 2019.
(Expressed in RMB '000)
Notes to the Financial Statements
5. Accounts Receivable (cont’d)
(4) Derecognition of accounts receivable due to transfer of financial assets (cont’d)
The maximum scope of the securitization is adjusted for the seasonal changes in the scope of the Company’s activities, asfollows: during the months March through June the maximum scope of the securitization is $350 million, during the monthsJuly through September the maximum scope of the securitization is $300 million and during the months October throughFebruary the maximum scope of the securitization is $250 million. The proceeds received from those customers whose debtswere sold are used for acquisition of new trade receivables.
The price at which the trade receivables debts are sold is the amount of the debt sold less a discount calculated based on,among other things, the expected length of the period between the date of sale of the trade receivable and its anticipatedrepayment date. In the month following acquisition of the debt, the Acquiring Company pays in cash most of the debt while theremainder is recorded as a subordinated note that is paid after collection of the debt sold. If the customer does not pay its debton the anticipated repayment date, the Company bears interest up to the earlier of the date on which the debt is actually repaidor the date on which the Acquiring Company is indemnified by the insurance company (the actual costs are not significant andare not expected to be significant).
The Acquiring Company bears 90% of the credit risk in respect of the customers whose debts were sold and will not have aright of recourse to the Company in respect of the amounts paid in cash, except regarding debts with respect to which acommercial dispute arises between the companies and their customers, that is, a dispute the source of which is a claim ofnon-fulfillment of an obligation of the seller in the supply agreement covering the product, such as: a failure to supply thecorrect product, a defect in the product, delinquency in the supply date, and the like.
The Acquiring Company appointed a policy manager who will manage for it the credit risk involved with the trade receivablessold, including an undertaking with an insurance company.
Pursuant to the Receivables Servicing Agreement, the Group companies handle collection of the trade receivables as part of theSecuritization Transaction for the benefit of the Acquiring Company.
As part of the agreement, the subsidiary committed to comply with certain financial covenants, mainly the ratio of the liabilitiesto equity and profit ratios. As of June 30, 2018 the subsidiary was in compliance with the financial covenants.
The accounting treatment of sale of the trade receivables included as part of the Securitization Program is:
The Company is not controlling the Acquiring Company, therefore is not consolidated the Acquiring Company in its financialstatements.
The Company continues to recognize the trade receivables included in the Securitization Program based on the extent of itscontinuing involvement therein.
In respect of the part of the trade receivables included in the securitization Program with respect to which cash proceeds werenot yet received, however regarding which the Company has transferred the credit risk, a subordinated note is recorded.
The loss from sale of the trade receivables is recorded at the time of sale in the statement of income in the “financing expenses”category.
(Expressed in RMB '000)
Notes to the Financial Statements
5. Accounts Receivable (cont’d)
(4) Derecognition of accounts receivable due to transfer of financial assets (cont'd)
In the fourth quarter of 2016, a subsidiary in Brazil (hereinafter - “the subsidiary”) entered into a 3 years securitizationtransaction with Rabobank Brazil for sale of trade receivables. Under the agreement, the subsidiary will sell its tradereceivables to a securitization structure (hereinafter - “the entity”) that was formed for this purpose where the subsidiary hassubordinate rights of 5% of the entity's capital.
The maximum securitization scope amounts to BRL 200 million (as of June 30, 2018 - 343 million RMB).
On the date of the sale of the trade receivables, the entity pays the full amount which is the debt amount sold net of discountcalculated, among others, over the expected length of the period between the date of sale of the customer receivable and itsanticipated repayment date.
The entity bears 90% of the credit risk in respect of the customers whose debts were sold such that the entity has the right ofrecourse of 10% of the unpaid amount. The subsidiary should make a pledged deposit equal to the amount the entity’s right ofrecourse.
The subsidiary handles the collection of receivables included in the securitization for the entity.
The subsidiary does not control the entity and therefore the entity is not consolidated in the group's financial statements.
The subsidiary continues to recognize the trade receivables sold to the entity based on the extent of its continuing involvementtherein (10% right of recourse) and also recognizes an associated liability in the same amount.
The loss from the sale of the trade receivables is recorded at the time of sale in the statement of income in the “financingexpenses” category.
June 30
January 1
2018
2018
Accounts receivables derecognized | 2,451,986 | 2,513,554 |
Continuing involvement | 217,177 | 227,887 |
Subordinated note in respect of trade receivables | 273,861 | 575 | 865 | |||||||||
Liability in respect of trade receivables | 242,962 | 37,957 |
Six months ended June 30
2018 2017
Restated
Loss in respect of sale of trade receivables
Loss in respect of sale of trade receivables |
32,186 30,739
32,186 30,739
(Expressed in RMB '000)
Notes to the Financial Statements
6. Prepayments
(1) The ageing analysis of prepayments is as follows:
June 30
January 1
2018
2018
Amount
Percentage
Amount
Percentage
Within | 1 year (inclusive) | 267,654 | 94 | 193,322 | 96 | |||||||||||||||||||||||
Over 1 year but within 2 years (inclusive) | 14,907 | 5 | 4 | ,404 | 2 | |||||||||||||||||||||||
Over 2 years but within 3 years (inclusive) | 3,421 | 1 | 3, | 600 | 2 |
Over 3 years |
-
-
286,942
202,111
(2) Total of five largest prepayments by debtor at the end of the period:
7. Other Receivables
(1) Other receivables by category
June 30, 2018 |
Book value |
Provision for bad and
doubtful debts |
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively
collectively | for impairment | 70 | 5,728 | 99 | 149 | - | 702,579 |
Account receivables assessed
individually for impairment | 7,848 | 1 | 5, | 702 | 73 | 2,146 |
713,576 | 100 | 5,851 | 1 | 707,725 |
January 1, 2018 |
Book value |
Provision for bad and
doubtful debts |
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively
collectively | for impairment | basis | 1, | 027,087 | 99 | 77 | - | 1, | 027,010 |
Account receivables assessed
individually for impairment | 7,849 | 1 | 5,3 | 02 | 68 | 2,547 |
1,034,936 | 100 | 5,379 | 1 | 1,029,557 |
Amount |
Percentage of
prepayments | (%) | |||||||||
June 30, 2018 | 103,179 | 36 |
(Expressed in RMB '000)
Notes to the Financial Statements
7. Other Receivables (cont'd)
(2) Addition, recovery or reversal and written-off of provision for bad and doubtful debts during the years:
Six monthsended June 30
2018
Balance as of January 1,
Balance as of January 1, | 5,379 |
Addition during | the year | 472 | ||||||||
Written back during the year |
Write | - | off during | the year | - |
Exchange rate effect |
-
Balance as of
Balance as of | June | 3 | 0, |
5,851
(3) Other receivables by nature
June 30
January 1
2018
2018
Trade receivables as part of securitization
transactions not yet eliminated | 217,177 | 227,887 | ||||||||
Subordinated note in respect of trade receivables | 273,861 | 575 | 865 |
Financial institutions | 31,938 | 60,742 |
Other |
190,600
170,442
Sub | total | 713,576 | 1, | 034 | 936 |
Provision for doubtful debts | other receivables |
(5,851)
(5,379)
707,725
1,029,557
Financial institutions represent deposits made by the company with regard to derivativestransactions.
(4) Total of five largest other receivables by debtor at the end of the period:
The total five largest other receivables includes the subordinated note in respect of tradereceivables.
Amount
Percentage of
other receivables
June 30, 2018
June 30, 2018 | 405,803 | 57 |
(Expressed in RMB '000)
Notes to the Financial Statements
8. Inventories
(1) Inventories by category:
June 30, 2018
Book value
Provision for impairment
of inventories
Carrying amount
Raw materials | 2,984,847 | 8,842 | 2,976,005 |
Work in progress | 416,129 | 788 | 415,341 | |||||||||||
Finished goods | 4,796,740 | 163,701 | 4,633,039 |
Others |
257,918
7,483
250,435
8,455,634
180,814
8,274,820
January 1, 2018
Book value
Provision for impairment
of inventories
Carrying amount
Raw materials | 2,272,637 | 11,545 | 2,261,092 | |||||||||||
Work in progress | 522,668 | 417 | 522,251 |
Finished goods | 4,623,078 | 149,252 | 4,473,826 |
Others |
238,355
7,286
231,069
7,656,738
168,500
7,488,238
(2) Provision for impairment of inventories:
For the six monthes ended June 30, 2018
January 1,
2018
Provision
Reversal or
write-off
Other
June 30,
2018
Raw material | 11,545 | 2,767 | ( | 5,411 | ) | (59) | 8,842 |
Work in progress | 417 | 1,064 | ( | 693 | - | 788 |
Finished goods | 149,252 | 43,652 | ( | 31,111 | 1,908 | 163,701 |
Others |
7,286
)350(
7,483
168,500
47,935
)37,565(
1,944
180,814
(Expressed in RMB '000)
Notes to the Financial Statements
9. Assets held for sale
Item |
January 1, 2018
Decrease
Currencytranslationadjustment June 30, 2018
Intangible assets – registrationand Intangilbe assets on
purchased products | 403,297 | (392 | , | 403) | 10,894 | - |
The assets held for sales were divested on March 2018, for further information see Note V.16 Intangible assets.
10. Other Current Assets
June 30 January 1
2018 2018
Deductible VAT
Deductible VAT |
449,313 | 477,117 | ||||||||||||
Current tax assets | 60,681 | 90,350 |
Others |
38,966 47,458
548,960 614,925
11. Long-Term Receivables
June 30 January 1
2018 2018
Long term account receivables from sale of goods
Long term account receivables from sale of goods |
146,399 192,968
(Expressed in RMB '000)
Notes to the Financial Statements
12. Long-Term Equity Investments
(1) Long-term equity investments by category:
June 30 January 1
2018 2018
Investments in joint ventures
Investments in joint ventures | 80, | 913 | 64,523 |
Investments in associates |
38,338 37,860
119,251 102,383
(2) Movements of long-term equity investments for the six months ended June 30, 2018 are as
follows:
Balance atJanuary 1,2018
Investmentpresented asliability as atJanuary 1,2018
Netbalance atJanuary 1,2018
Investmentincome(loss)
Translationdifferencesof foreignoperations Other
Balanceat June30, 2018
Joint ventures
Company A |
54,362
-
54,362
12,394
(1,217)
3,748
69,287
Company B
Company B |
6,247
-
6,247
-
7,133
Company D
Company D |
3,914
-
3,914
-
-
4,036
Company F
*
Company F |
-
(7,652)
(7,652)
(413)
8,297
Sub | - | total |
64,523
(7,652)
56,871
12,758
(761)
12,045
80,913
Associates
Company E |
37,860
-
37,860
-
-
38,338
Sub | total |
37,860
-
37,860
-
-
38,338
102,383 | (7,652) | 94,731 | 12,758 | (283) | 12,045 | 119,251 |
* Negev Aroma (Ramat Hovav) Ltd. (hereinafter "Negev Aroma"), a joint venture accounted for using the equity method, waspresented as a liability in 2017 due to the group's obligation to support Negev Aroma.
13. Other equity investments
June 30 January 1
2018 2018
Other equity investments
Other equity investments |
91,154 91,090
(Expressed in RMB '000)
Notes to the Financial Statements
14. Fixed assets
Buildings
Land & | ||
equipment
Machinery & | ||
Motorvehicles
Office &
otherequipment
Office &
Total
Cost | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | January | 1, 201 | 8 | 2,473,955 | 11,126,188 | 100,180 | 293,399 | 13,993,722 | |||||||||||||||||||||||||||||||||||||||||||
Purchases | 19,054 | 105,806 | 2,917 | 11,624 | 139, | 401 | |||||||||||||||||||||||||||||||||||||||||||||
Transfer from construction in progress | 34,011 | 104,366 | - | 2,656 | 141,033 | ||||||||||||||||||||||||||||||||||||||||||||||
Disposals | (885) | (9,283) | (8,919) | 3,840 | ) | 22,927 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Currency translation adjustment | 7, | 694 | 107,769 | 1,237 | 1,954 | 118,6 | 54 |
Balance as at June 30, 2018 | 2, | 533,829 | 11,434,8 | 46 | 95,415 | 305,793 | 14,369,8 | 83 | ||||||||||||||||||||
Accumulated depreciation
Balance as at | January | 1, 201 | 8 | (1,089,200) | (6,290,024) | (53,061) | (220,477) | (7,652,762) | |||||||||||||||||||||||||||||||||||||
Charge for the year | (42,530) | (250,305) | (5,898) | (13,373) | (312,106) | ||||||||||||||||||||||||||||||||||||||||
Disposals | 885 | 6,946 | 7,347 | 3,643 | 18,821 | ||||||||||||||||||||||||||||||||||||||||
Currency translation adjustment | (8,017) | (63,024) | (530) | (1,069) | (72,640) |
Balance as at June 30, 2018 | (1,138,862) | (6,596,407) | (52,142) | (231,276) | (8,018,6 | 87 | ) | ||||||||||||||||||||
Provision for impairment
Balance as at | January | 1, 201 | 8 | (19,151) | (180,077) | - | (242) | (199,470) | ||||||||||||||||||||||||||||||||||
Charge for the year | - | (121) | - | (299) | (420) | |||||||||||||||||||||||||||||||||||||
Disposals | - | 6 | - | - | 6 | |||||||||||||||||||||||||||||||||||||
Currency translation adjustment | (205) | (952) | - | (15) | (1,172) | |||||||||||||||||||||||||||||||||||||
Balance as at June 30, 2018 | (19,356) | (181,144) | - | (556) | (201,056) | |||||||||||||||||||||||||||||||||||||
Carrying amounts
As at June 30, 2018
1,375,611 | 4,657,295 | 43,273 | 73,961 | 6,150,140 | |||||||||||||||||||
As at January 1, 2018
1,365,604 | 4,656,087 | 47,119 | 72,680 | 6,141,490 | |||||||||||||||||||
*The land is located outside of china, owned by some of the group subsidiaries outside of china and reported as fixedassets.
(Expressed in RMB '000)
Notes to the Financial Statements
15. Construction in Progress
(1) Construction in progress
June 30 January 1
2018 2018Book value
Provision for
impairment
Carrying amount
Book value
Provision for
impairment
Carrying amount
871,046 | - | 871,046 | 803,421 | - | 803,421 |
(2) Details and Movements of major construction projects in progress during the six months ended June 30, 2018
Budget
Balance atJanuary 1,2018
Additionsduring theyear
Transfer tofixed assets
Currencytranslationdifferences
Balance atJune 30,2018
Percentage ofactual cost tobudget (%)
Projectprogress(%)
Source offunds
Project A | 359,659 | 302,821 | 24,825 | - | 379 | 328,025 | 91 | 91 | Internal finance |
Project B | 177,067 | 125,738 | 15,535 | - | 2,195 | 143,468 | 81 | 81 | Internal finance |
Project C | 1,509,420 | 50,693 | 27,441 | - | - | 78,134 | 5 | 5 |
Internal finance
and bank loan |
Project D | 41,704 | 34,011 | 6,991 | - | 702 | 41,704 | 100 | 100 | Internal finance |
(Expressed in RMB '000)
Notes to the Financial Statements
16. Intangible Assets
(1) Intangible Assets
(1) The subsidiaries, wholly-controlled by the Company, signed several agreements with Aventis and Syngenta A.G and Bayer Crop Science A.G in 2001, 2002, 2017 and 2018, for the acquisition of intellectual
property rights, trademarks, brand name, technological know-how, information on customers and suppliers of materials and distribution rights in the field of agrochemicals.(2) Part of the land in Israel has not yet been registered in the name of the Group companies at the Land Registry Office, mostly due to registration procedures or technical problems.
Productregistration
Intangible assets |
on PurchasedProducts
(1)
Software
Marketing rightsand trademarks Land use rights
(2)
Others Total
Cost | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | January | 1, 201 | 8 | 8, | 955 | 414 | 1, | 986 | , | 450 | 559,576 | 472,190 | 326,521 | 352,126 | 12,652,277 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases | 185,846 | 1,966,144 | 32,638 | 25,100 | 116,712 | 2,326,440 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency translation adjustment | 111,061 | 96,911 | 7,636 | 4,441 | 487 | 8,1 | 7 | 3 | 228,7 | 09 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disposal | 35 | 503 | 80 | 253 | (2,305) | (32,396) | (206) | 13 | (150,65 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | June | 3 | 0 | , 201 | 8 | 9,216,818 | 3,969,252 | 597,545 | 444,235 | 351,902 | 477,0 | 2 | 4 | 15,056,7 | 7 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated amortization | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | January | 1, 201 | 8 | (5,889,539) | (1,520,132) | (365,732) | (400,535) | (61,242) | (227,331) | (8,464,511) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charge for the year | (370,897) | (126,162) | (28,930) | (10,119) | (3,065) | (18,103) | (557,276) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency translation adjustment | (84,890) | (19,211) | (4,806) | (4,098) | (153) | (3,483) | (116,641) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disposal | 22,582 | 74,484 | 1,446 | 32,396 | 206 | (13) | 131,101 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | June | 3 | 0 | 201 | 8 | (6,322,744) | (1,591,021) | (398,022) | (382,356) | 6 | 4,254) | (248,930) | (9,007,327) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provision for impairment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | January | 1, 201 | 8 | (70,230) | (48,876) | (32,072) | (151,178) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charge for the year | (134) | (51) | (726) | (911) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Currency | translation adjustment | (885) | (616) | (5) | (2) | (28) | (1,536) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as at | June | 3 | 0 | , 201 | 8 | (71,115) | (49,492) | (139) | (53) | (32,072) | (754) | (153,625) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As at | June | 0 | , 201 | 8 | 2,822,959 | 2,328,739 | 199,384 | 61,826 | 255,576 | 227,3 | 4 | 0 | 5,895,8 | 2 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As at | January 1 | , 201 | 8 | 2, | 995 | 645 | 417,442 | 193,844 | 71,655 | 233,207 | 124,795 | 4,036,588 |
(Expressed in RMB '000 )
Notes to the Financial Statements
16. Intangible Assets (cont’d)
(2) Additional information
As part of the development of its business and in order to obtain the necessary regulatory approvals to CNAC from the ChinaNational Chemical Corporation group (hereinafter- “CC”) for the acquisition of Syngenta AG ("Syngenta"), the Company agreedwith CC and Syngenta to sell several of its products against receiving products with similar characteristics and economic value fromSyngenta, including Syngenta's bearing of all expenses and taxes the Company will be required to pay.
Accordingly, during 2017, the Company received certain products and rights from Syngenta in the United States, against the sale of anumber of the Company's products to Amvac Chemical Corporation for the purpose of obtaining approval from the US Authority(FTC). The proceeds received for the sold products and the cost of the acquired properties in the US are not material.
On March 16, 2018, the transaction for the sale of the Company's registrations assets in certain European countries to NufarmLimited was completed, while the Company retained its right to continue to sell these products in other countries outside andsometimes also within Europe, in addition to signing supply and formulation agreements for a period of two years. The considerationreceived from Nufarm for the sale of the assets and for the supply and formulation agreements amounted to 2,511 million RMB(including deferred income of 93 million RMB). The capital gain generated from the sale amounted to 1,998 million RMB. The taxexpenses in respect of the capital gain amounted to approximately 442 million RMB.
Concurrent with the sale of said assets in Europe, the transaction for the acquisition of certain registration and marketing rights inEurope from Syngenta by the Company was completed. The cost of purchased intangible assets amounted to 2,072 million RMB.As a result of these transactions, the addition to intangible assets amounted to 2,137 million RMB that was recorded under intangibleassets.
Approximately 2,025 million RMB in respect of acquisition of registration assets and marketing rights are recorded as assets in thepurchase of products and is amortized over the economic life of the assets, ranging from 1 to 14 years (mainly between 7 and 11years).
An amount of approximately 112 million RMB was recorded as non-competitive and is amortized over the non-competition periodwhich is five years or over the economic life of the related assets if it is less than 5 years.The valuation model used to allocate the consideration to the acquired assets is Discounted Cash Flow (DCF).
(Expressed in RMB '000 )
Notes to the Financial Statements
17. Goodwill
The Group identified two cash generating units ("CGU”), Crop Protection (Agro) and Other (Non Agro) units. Operations areallocated into either one of the two cash generating units according to their business.At the end of the year, or more frequently whether indicators for impairment exists, the Group estimates the recoverable amount ofAgro and Non Agro units, which are the cash generating units of the Group that contain goodwill.As at the reporting period, there were no indicators for impairment. The fair value of the cash generating units to which the goodwillrelates exceeds its carrying amount.
Balance at
January | 1, 201 | 8 |
Changesduring the
period |
Currencytranslation
adjustment |
Balance at
June | 3 | 0 | , 201 | 8 |
Book value | 3,890,097 | - | 49,056 | 3,939,153 |
Impairment provision | - | - | - | - |
Carrying amount | 3,890,097 | - | 49,056 | 3,939,153 |
18. Deferred Tax Assets and Deferred Tax Liabilities
(1) Deferred tax assets without taking into consideration of the offsetting of balances within the
same tax jurisdiction
June 30
January 1
2018
2018
Deductibletemporary
differences |
Deferred tax
assets |
Deductibletemporary
differences |
Deferred tax
assets |
Deferred tax assets |
Deferred tax assets
in respect of | |||||||||||||||||
inventories | 1,435,611 | 365,428 | 1,372,337 | 353,544 |
Deferred tax assets in respect of employee
benefits | 799,927 | 104,213 | 863,820 | 114,255 |
Deferred tax assets in respect of carry forward
losses | 655,998 | 43,001 | 2,363,524 | 462,184 | ||||||||||||||||
Other | deferred tax asset | 911,869 | 278,208 | 1,210,681 | 321 | , | 112 |
3,803,405 | 790,850 | 5,810,362 | 1, | 251 | 095 |
(Expressed in RMB '000 )
Notes to the Financial Statements
18. Deferred tax assets and Deferred Tax Liabilities (cont’d)
(2) Deferred tax liabilities without taking into consideration of the offsetting of balances within the
same tax jurisdiction
June 30 | January 1 |
2018 | 2018 |
Taxabletemporary
differences |
Deferred tax
liabilities |
Taxabletemporary
differences |
Deferred tax
liabilities |
Deferred tax liabilities
Deferred tax liabilities |
Deferred tax liabilities in respect of
fixed assets and intangible assets | 4,043,564 | 639,173 | 3,800,871 | 605,190 |
4,043,564 | 639,173 | 3,800,871 | 605,190 |
(3) Deferred tax assets and deferred tax liabilities presented on a net basis after offsetting
June 30 | January 1 |
2018 | 2018 |
The offset amount
of deferred tax
assets and
liabilities |
Deferred tax
assets orliabilities after
offset |
The offsetamount ofdeferred tax
assets and
liabilities |
Deferred tax
assets orliabilities after
offset |
Presented as: |
Deferred tax | assets | 167,231 | 623,619 | 380,577 | 870,518 |
Deferred tax liabilities | 167,231 | 471,942 | 380,577 | 224,613 |
(4) Details of unrecognised deferred tax assets
June 30 January 1
2018 2018
Deductible temporary differences
Deductible temporary differences | 45,936 | 10,018 |
Deductible | losses | carry forward |
101,309 96,041
147,245 106,059
(Expressed in RMB '000 )
Notes to the Financial Statements
18. Deferred tax assets and Deferred Tax Liabilities (cont’d)
(5) Expiration of deductible tax losses carry forward for unrecognised deferred tax assets
June 30 January 1
2018 2018
2018
2018 |
- -
201 | 9 |
- -
2020 |
19,803 19,831
202 | 1 |
14,161 35,737
202 | 2 | 5,670 | 18,008 |
After 202 | 2 |
61,675 22,465
101,309 96,041
(6) Unrecognised deferred tax liabilities
When calculating the deferred taxes, taxes that would have applied in the event of realizing investments in subsidiaries were nottaken into account since it is the Company’s intention to hold these investments and not realize them.
Deferred tax assets in respect of losses carried forward for tax purposes as of January 1, 2018 are mainly in respect ofsubsidiaries in Israel. Deferred tax assets were recognized because future taxable income was expected against which theunutilized tax losses could be utilized, mainly due to capital gain from the closing of the transaction for selling certain products inEurope during the first quarter of 2018, as described in Note 16 Intangible Assets, or up to the balance of deferred tax liability.
19. Other Non-Current Assets
June 30 January 1
2018 2018
Assets related to securitization
Assets related to securitization | transactions |
62,123 | 88,832 |
Judicial deposits |
49,823 | 50,150 |
Call option in respect of business combination |
12,876 | 13,545 |
Advances | in respect of non current assets |
13,463 | 11,196 |
Long term loan |
7,450 | 7,606 |
Others |
47,402 30,384
Sub total |
193,137 | 201,713 |
Due within one year | (46) | (46) |
193,091 201,667
(Expressed in RMB '000 )
Notes to the Financial Statements
20. Short-Term Loans
Short-term loans by category:
June 30 January 1
2018 2018
Guaranteed loans
Guaranteed loans |
20,000 |
70,000
Unsecured loans |
364,482 2,210,912
384,482 2,280,912
Details of the guarantees are set out in note X.(5) Related parties and related party transactions.
21. Derivative financial liabilities
June 30 January 1
2018 2018
Economic hedge
1,152,625 |
485,530Hedge accounting derivatives
57,062 303,520
1,209,687 789,050
22. Bills Payable
June 30 January 1
2018 2018
Post
Post | - | dated checks payables |
39,991 | 288,557 |
Note Payables draft |
105,000 23,000
144,991 311,557
All of the above bills payable are due within one year and none are overdue.
23. Accounts Payable
June 30 January 1
2018 2018
Within 1 year (including 1 year)
Within 1 year (including 1 year) |
4,209,592
3,892,238 |
1-2 years (including 2 years)
5,970 8,1902-3 years (including 3 years)
788 |
1,176Over 3 years
4,981 4,877
4,221,331 3,906,481
(Expressed in RMB '000 )
Notes to the Financial Statements
24. Advances from customers
June 30 January 1
2018 2018
Within 1 year
Within 1 year | (including 1 year) |
167,338 224,3501-2 years (including 2 years)
483 3512-3 years (including 3 years)
123 |
Over 3 years
2,006 1,705
169,950 226,711
25. Employee Benefits Payable
June 30
January 1
2018
2018
Short | term employee benefits | 432,396 | 572,037 | ||||||||||||||
Post | - | employment benefits | - | defined contribution plans | 21,008 | 20,367 | |||||||||||
Other benefits | within one year | 272,521 | 263,362 |
725,925
855,766
Current maturities |
40,765
139,871
766,690
995,637
26. Taxes Payable
June 30 January 1
2018 2018
VAT
VAT |
193,852
153,328 |
Corporate income tax |
381,589 | 250,046 |
Others |
19,783 27,901
595,224 431,275
27. Interest Payable
June 30 January 1
2018 2018
Accrued interest in respect of debenture
Accrued interest in respect of debenture |
32,190
33,174 |
Accrued interest in respect of bank loans |
2,996 | 3,346 |
Accrued interest in respect of other liabilities |
8,059 9,971
43,245 46,491
As at 30 June 2018, the Group did not have any overdue interest.
(Expressed in RMB '000 )
Notes to the Financial Statements
28. Other Payables
June 30 January 1
2018 2018
Liabilities for discounts
Liabilities for discounts |
722,447
503,362 |
Accrued expenses |
617,284 | 534,437 |
Payables in respect of | intangible assets |
151,183 | 176,378 |
Financial institutions |
107,804 | 20,838 |
Liability in respect of investment in equity | - | accounted investee company |
- | 7,652 |
Liability in respect of securitizations transactions |
242,962 | 37,957 |
Others payables |
149,920 95,369
1,991,600 1,375,993
As at 30 June 2018, the Group did not have any significant overdue other payables.
29. Non-Current Liabilities Due Within One Year
Non-current liabilities due within one year by category are as follows:
June 30 January 1
2018 2018
Long
Long | - | term loans due within one year |
440,160
447,779 |
Long | - | term payables due within one year |
542 | 725 |
Long | - | term deferred income due within one year |
47,249 -
487,951 448,504
30. Other Current Liabilities
June 30 January 1
2018 2018
Put options to holders of non
Put options to holders of non | controlling interests |
349,575
285,329 |
Provision in respect of returns |
128,905
161,643 |
Provision in respect of claims |
27,512
18,714 |
Deferred income |
22,602 | 16,505 |
Others |
384 392
528,978 482,583
(Expressed in RMB '000 )
Notes to the Financial Statements
31. Long-Term Loans
Long-term loans by category
June | 3 | 0 | January 1 |
201 | 8 | Annual range | 2018 | Annual range |
Long term loans | ||||||||||||||||||||||||||
Loan secured by tangible assets other than | ||||||||||||||||||||||||||
monetary assets | 913 | 5.5% | 1,294 | 5.5% |
Guaranteed loans | 152,000 | 4.5% | 198,590 | 4.75% | ||||||||||||||||||||||||||||
Unsecured loans | 607,629 | 5.05 | % | 6.80 | % | 762,215 | 4.22 | % | 6.06% |
Toal l
Toal l | ong term loans |
760,542 | |||
962,099 | |||||
Less: Long term loans due within 1 year | (440,160) | |||||
(447,779) | |||||
Total l | ong term loans, net | 320,382 | 514,320 |
For the maturity analysis, see note VIII (c)
The long-term loans were mortgaged by fixed assets with carrying amounts of 6,134 thousand RMB as at June 30
th
, 2018. Details
of the guarantees are set out in note X (5) Related parties and related party transactions.
32. Debentures Payable
June 30 January 1
2018 2018
Debentures Series B
Debentures Series B |
7,548,581 7,777,410
Total Debentures payable |
7,548,581 7,777,410
Due within one year |
--
Debentures payable, ne |
7,548,581 7,777,410
June 30
2018
First year (current maturities)
First year (current maturities) | - |
Second year | - |
Third year | 444,034 | |||||
Fourth year | 444,034 |
Fifth year and thereafter | 6,660,513 |
7,548,581 |
(Expressed in RMB '000 )
Notes to the Financial Statements
32. Debentures Payable (Cont'd)
Movements of debentures payable:
For the six months ended June 30, 2018
Facevalue in
RMB |
Face
value NIS |
Issuance
date | Maturity period |
Issuance
amount |
Balance atJanuary 1,
201 | 8 |
Issuanceduring the
period |
Amortization
of discounts
or premium |
CPI andexchange
rate effect |
Repayment
during the
period |
Currencytranslation
adjustment
adjustment |
Balance at
June | 3 | 0 | , 201 | 8 |
Debentures Series B | 2,673,640 | 1,650,000 | 4.12.2006 | November 2020 | - | 2036 | 3,043,742 | 3,531,088 | - | 108 | (143,484) | - | 38,992 | 3,426,704 |
Debentures | Series B | 843,846 | 513,527 | 16.1.2012 | November 2020 | - | 2036 | 842,579 | 1,027,019 | - | 4,230 | (41,988) | - | 11,493 | 1,000,754 | |||||||||||||||||||||||||||||||
Debentures Series B | 995,516 | 600,000 | 7.1.2013 | November 2020 | - | 2036 | 1,120,339 | 1,295,327 | 1,892 | (52,690) | 14,359 | 1,258,888 |
Debentures Series B | 832,778 | 533,330 | 1.2.2015 | November 2020 | - | 2036 | 1,047,439 | 1,233,624 | - | (1,179) | (50,187) | - | 13,573 | 1,195,831 |
Debentures Series B | 418,172 | 266,665 | 1 | - | 6.2015 | November 2020 | - | 2036 | 556,941 | 690,352 | - | (3,370) | (28,069) | - | 7,491 | 666,404 |
7,777,410 | - | 1,681 | (316,418) | - | 85,908 | 7,548,581 |
Series B debentures, in the amount of NIS 3,563.5 million par value, are linked to the CPI and bear interest at the base annual rate of 5.15%. The debenture principal is to be repaid in 17 equal payments inthe years 2020 through 2036.
(Expressed in RMB '000 )
Notes to the Financial Statements
33. Long-Term Employee Benefits Payable
June 30
January 1
2018
2018
Total present value of obligation
513,090
530,333
Less: fair value of plan's assets
(90,687)
(97,614)
Post-employment benefits -Net liability arising from defined benefit plan
422,403 | 432,719 |
Termination benefits
112,533 | 138,948 |
Share based payment (See note XII)
102,332 | 55,260 |
Other long-term employee benefits
34,976
123,658
Total long-term employee benefits, net
672,244
750,585
Including: Long-term employee benefits payable due within one year
40,765
139,871
631,479
610,714
(1) Movement in the net liability and assets in respect of defined benefit plans early
retirement and their components
Defined benefitobligation and early
retirement
Fair value of plan
assets
Total
2018 2017 2018 2017 2018 2017
Restated Restated Restated
Balance as of January 1, | 669,281 | 620,286 | 97,614 | 131,005 | 571,667 | 489,281 | |||||||||||||||||||||||||||||||||||||||||
Expense/income recognized | |||||||||||||||||||||||||||||||||||||||||||||||
in profit and loss: | |||||||||||||||||||||||||||||||||||||||||||||||
Current service cost | 10,928 | 11,310 | - | - | 10,928 | 11,310 | |||||||||||||||||||||||||||||||||||||||||
Past service cost | (757) | - | - | - | (757) | - | |||||||||||||||||||||||||||||||||||||||||
Interest costs | 10,078 | 10,663 | 1,490 | 2,149 | 8,588 | 8,514 | |||||||||||||||||||||||||||||||||||||||||
Settlements | - | (50,212) | - | (40,114) | - | (10,098) | |||||||||||||||||||||||||||||||||||||||||
Changes in exchange rates | (26,394) | 53,681 | (4,783) | 8,762 | (21,611) | 44,919 |
Actuarial gain/losses due to early
retirement | (366) | (854) | - | - | (366) | (854) | ||||||||||||||
Included in other
comprehensive income: |
Actuarial gain/losses as a result of
changes in actuarial assumptions | (13,723) | 7,072 | (1,643) | (242) | (12,080) | 7,314 |
Foreign currency translationdifferences in respect of foreign
operations | 6,242 | (16,085) | 925 | (2,510) | 5,317 | (13,575) | ||||||||||||||||||||
Additional movements: | ||||||||||||||||||||||||||
Benefits paid | (29,666) | (40,249) | (6,145) | (4,761) | (23,521) | (35,488) |
Contributions paid by the Group -
-
3,229
4,536
(3,229)
(4,536)
Balance as at June 30, 625,623
595,612
90,687
98,825
534,936
496,787
(Expressed in RMB '000 )
Notes to the Financial Statements
33. Long-Term Employee Benefits Payable (cont'd)
Post-employment benefit plans – defined benefit plan and early retirement
(2) Actuarial assumptions and sensitivity analysis
The principal actuarial assumptions at the reporting date for defined benefit plan
June 30
January 1
2018
2018
Discount rate (%)*
1.1-4.5%
1.1%-4.5%
*According to the demographic and the benefit components
The assumptions regarding the future mortality rate are based on published statistical data and acceptable mortality rates.
Possible reasonable changes as of the date of the report in the discount rate, assuming the other assumptions remainunchanged, would have affected the defined benefit obligation as follows:
As of June 30, 2018
Increase of 1% | Decrease of 1% |
Discount rate(41,123)
50,404
34. Provisions
June 30
January 1
2018
2018
Reasons
Liabilities in respect of | ||||||||
contingencies | 74,814 | 124,882 |
Obligations of pending litigations, where anoutflow of resources had been reliably
estimated |
Other | 38,227 | 39,031 |
113,041 | 163,913 |
35. Deferred income
Balance atJanuary 1,2018
Additions
Decrease
Currentmaturities
Balance atJune 30, 2018
Long term deferred income | - | 93,153 | ( | 1,692 | (47,249) | 44,212 |
- | 93,153 | ( | 1,692 | (47,249) | 44,212 |
*See Note V. 16(2).
(Expressed in RMB '000 )
Notes to the Financial Statements
36. Other Non-Current Liabilities
June 30 January 1
2018 2018
Long term loans
Long term loans | - | others |
171,770
171,770 |
Long term | transactions in derivatives |
10,964
13 |
Put options to holders of non | - | control | ling interests |
- 53,509
182,734 225,292
37. Share Capital
Balance at
January 1, 201 | 8 |
Issuance of
new shares |
Cancellations of
shares |
Balance at
June | 3 | 0 | , 201 | 8 |
Share capital | 2,446,554 | - | - | 2,446,554 |
In December 2017, non-publicly offered 104,697,982 ordinary shares (A-share) at nominal value of RMB 1 per share to specificinvestors. The Company received proceeds of 1,531,920 thousand RMB, net of the issuing cost of 28,080 thousand RMB onDecember 27, 2017. The listing date of the newly-issued 104,697,982 shares was January 17, 2018. The total amount of the
shares of the Company is 2,446,553,582.
38. Capital Reserve
Balance atJanuary 1, 2018
Additionsduring theyear
Reductionsduring theyear
Balance atJune 30, 2018
Share premiums | 12,973,782 | - | (9,371) | 12,9 | 64 | , | 411 |
Other capital reserves | 8,495 | - | - | 8,495 |
12,982,277 | - | (9,371) | 12, | 972 | 906 |
(Expressed in RMB '000 )
Notes to the Financial Statements
39. Other Comprehensive Income
Attributable to shareolders of the Company
January 1, 2018
Before tax
amount
Less: transfer
to profit or
loss
Less:
Income tax
expenses
Net –of-tax
amount
June 30, 2018
Items that will not be reclassifiedto profit or loss
Re-measurement of changes inliabilities under defined benefit
plans | (10,862) | 12,080 | - | 974 | 11,106 | 244 |
Fair value changes in other equity
investments | 50,621 | - | - | - | - | 50,621 |
Items that may be reclassified toprofit or loss
Effective portion of gain or loss of
cash flow hedge | (260,95 | 0 | ) | 72,586 | (262,799) | 41,912 | 293,473 | 32,523 |
Translation difference of foreign
financial statements | 117,111 | 200,840 | - | - | 200,840 | 317,951 |
(104,080) | 285,506 | (262,799) | 42,886 | 505,419 | 401,339 |
(Expressed in RMB '000)
Notes to the Financial Statements
40. Surplus reserves
Balance atJanuary 1, 2018
Additionsduring theperiod
Reductionsduring theperiod
Balance atJune 30, 2018
Statutory surplus reserve | 204,009 | - | - | 204,009 |
Discretional surplus reserve | 3,814 | - | - | 3,814 |
207,823 | - | - | 207,823 |
41. Retained Earnings
2018
2017
Retained earnings at December 31 of preceding year | 3,2 | 86 | ,711 | 937,510 |
Opening balance adjustment (Note 1) | 21,21 | 3 | 847,295 |
Retained earnings as at January 1, |
3,307,924 |
1,784,805 | ||||||||||||||||
Net profits for the | period | attributable to shareholders of the Company | 2,362,781 | 1, | 316 | 994 |
Dividends to non | - | controlling Interest | (16,028) | (32,509) |
Dividend to the shareholders of the company | (Note 2) | (154,133) | - |
Retained | earnings as at | June 30, |
5,500,544 |
3, | 069 | 290 |
Note 1: The opening balance in current period was adjusted for RMB 21,213 thousands due to adoption of revised CASs for
financial instruments and revenue see Note III 30(1). The opening balance in prior period was adjusted for RMB847,295 thousands due to a business combination under common control.
Note 2: On March, 27, 2018, after obtaining the approval of the second meeting of the company's 8th
Board of Directors, the Company declared RMB 0.63 (including tax) per 10 shares as cashdividend to all shareholders, resulting in a total cash dividend of 154,133 thousand RMB(including tax), and zero shares as share dividend, as well as no reserve transferred to equitycapital. The proposal was approved by the Company’s shareholders at the 2017 annual generalmeeting held on June 28, 2018.
42. Operating Income and Cost of Sale
Six months ended June 30
201 | 8 | 2017 | (Restated) |
Income
Cost of sales
Income
Cost of sales
Principal | activities | 13,000,909 | 8,553,494 | 12, | 752 | , | 443 | 8, | 163 | 543 |
Other | businesses |
25,349 17,923
17,621 16,151
13,026,258 8,571,417
12,770,064 8,179,694
(Expressed in RMB '000)
Notes to the Financial Statements
43. Taxes and Surcharges
Six months ended
June 30
2018 2017
Restated
Tax on turnover
17,620 | 13,819 |
Others
33,953 27,410
51,573 41,229
44. Selling and Distribution Expenses
Six months ended
June 30
2018 2017
Restated
Salaries and related expense
Salaries and related expense |
734,813
681,720 |
Delivery and Commissions costs |
354,115
357,625 |
Advertising and sales promotion |
156,329
150,608 |
Depreciation and amortization |
541,154
502,029 |
Registration |
48,757
47,170 |
Insurance |
34,252
41,323 |
Professional services |
32,447
35,964 |
Royalties |
13,185 | 14,840 |
Others |
308,882 291,611
2,223,934 2,122,890
45. General and Administrative Expenses
Six months ended
June 30
2018 2017
Restated
Salaries
Salaries | and related expenses |
318,466 | 298,373 |
Depreciation | and amortization |
36,553 | 36 | ,703 |
Professional services |
83,339 | 70,660 |
Office rent, maintenance and expenses |
37,514 | 33,933 |
IT systems |
33,560 | 31,077 |
Other |
127,697 88,652
637,129 559,398
(Expressed in RMB '000)
Notes to the Financial Statements
46. Financial Expenses, net
Six months ended June 30
2018 2017
Restated
Interest expenses on debentures and loans
Interest expenses on debentures and loans |
288,408 358,317
Interest income from customers, banks and others |
(41,219)
(129,587) |
Loss in respect of sale of trade receivables |
32,186 30,739Interest expense in respect of defined benefit obligation and early retirement,
net |
8,588 8,514
Revaluation of put option, net |
8,027
(2,857) |
CPI expense in respect of debentures |
64,891
56,668 |
Exchange rate differences, net |
(31,251)
583,822 |
Other expenses |
388 6,300
330,018 911,916
47. Impairment Losses
Six months ended June 30
2018 2017
Restated
Inventories
Inventories |
36,214
15,721 |
Trade and other receivable | s |
6,097
31,535 |
Fixed assets |
Intangible assets |
Other |
238 -
43,880 47,256
48. Gains (losses) from Changes in Fair Value
Six months ended June 30
2018 2017
Restated
Gain (loss) from changes in fair value of derivative financial
instruments
instruments |
(242,567) | 229,039 |
Others |
(809) )6,763(
(243,376) 222,276
(Expressed in RMB '000)
Notes to the Financial Statements
49. Investment Income
Six months ended June 30
2018 2017
Restated
Investment income from disposal of derivatives
Investment income from disposal of derivatives |
134,295
278,733 |
Income | from long | - | term equity investments accounted for using the equity method |
12,758 | 2,086 |
L | oss from disposal of long | - | term equity investment |
- )11,370(
147,053 269,449
50. Gain from Disposal of Assets
Six months ended June 30Included in
2018 2017 non-recurring items
Restated
Gain from disposal of intangible assets |
1,997,096
58,293 |
1,997,706
Gain (loss) from disposal of fixed assets |
74 (535) 74
1,997,170 57,758
See note 16.
51. Non-Operating Expenses
Six | months ended June 30 |
Included in
2018
2017
non-recurring items
Restated
Donation expenses | 4,267 | 5,264 | 4,267 |
Other
3,846
2,997
3,846
8,113
8,261
(Expressed in RMB '000)
Notes to the Financial Statements
52. Income Tax Expenses
Six months ended June 30
2018 2017
Restated
Current year |
301,718
257,282 |
Adjustments for previous years, net |
(13,831)
( | 12,731 |
Deferred tax expenses (income) |
439,377 )102,294(
727,264 142,257
(1) Reconciliation between income tax expense and accounting profit is as follows:
Six months
ended June 30
2018
Profit before taxes |
3,090,045
Company's main tax rate
Company's main tax rate |
25%
Tax calculated according to the main tax rate
Tax calculated according to the main tax rate | 772,511 | |||||
Tax benefits from Approved Enterprises | ||||||
(59,124) |
Difference between measurement basis of income for financial | statement and for tax purposes | 82,208 |
Taxable income and temporary differences at other tax rate | (84,860) | |||||
Taxes in respect of prior years | ||||||
(13,831) |
Utilization of tax losses from prior years for which deferred taxes were not created | (4,545) |
Temporary | differences and losses in the report year for which deferred taxes were not created | 11,484 | |||||||
Non | - | deductible expenses and other differences | |||||||
25,709 |
Neutralization of tax calculated in respect of the Company’s share in results of equity accounted
investees | (3,186) | ||||||
Effect of change in tax rate in respect of deferred taxes | |||||||
725 |
Creation and reversal of deferred taxes for tax losses and temporary differences from previous
years |
Income tax expenses
Income tax expenses |
727,264
53. Other comprehensive income
Details of the Other comprehensive income are set out in Note V.5 (39)
(Expressed in RMB '000)
Notes to the Financial Statements
54. Notes to items in the cash flow statements
(1) Other cash received relevant to operating activities
Six months ended June 30
2018 2017
Restated
Financial institutions
Financial institutions |
135,686 427
Derivatives transactions |
-
378,35 | 8 |
Interest income |
24,209
156,289 |
D | eferred income |
96,946
Others |
3,955 36,324
Total cash received relevant | to operating activities |
260,796 571,398
(2) Other cash paid relevant to operating activities
Six months ended June 30
2018 2017
Restated
Transportation and Commissions |
342,353
324,023 |
Advertising and sales promotion |
150,284
127,283 |
Professional services |
133,685
106,294 |
Derivatives transactions |
128,503 -
Registration |
54,057
46,475 |
Financial institutions |
23,511 122,179
Insurance |
20,217
20,630 |
Others |
503,129 615,173
Total cash paid relevant to operating activities |
1,355,739 1,362,057
(3) Other cash received relevant to investment activities
Six months ended June 30
2018 2017
Restated
Investment grant
Investment grant |
-
28,705 |
Other |
57 3,062
Total cash received relevant to investments activities |
57 31,767
(Expressed in RMB '000)
Notes to the Financial Statements
54. Notes to items in the cash flow statements (cont'd)
(4) Other cash received relevant to financing activities
Six months ended June 30
2018 2017
Restated
Other
Other |
- 7,800
Total cash received relevant to financing activities |
- 7,800
(5) Other cash paid relevant to financing activities
Six months ended June 30
2018 2017
Restated
Financing deposit
Financing deposit |
-
100,000 |
R | e | stricted cash |
28,150
6 | ,820 |
Other |
3,139 -
Total cash paid relevant to financing activities |
31,289 106,820
55. Supplementary Information on Cash Flow Statement
(1) Supplementary information on Cash Flow Statement
a. Reconciliation of net profit to cash flows from operating activities:
Six months ended June 30 |
2018 | 2017 |
Restated |
Net profit | 2,362,781 | 1,316,994 | |||||||||||
Add: Impairment provisions for assets | 43,880 | 47,256 |
Depreciation of fixed assets | 312,106 | 346,102 | |||||||||
Amortization of intangible asset | 557,276 | 516,658 |
Gains on disposal of fixed assets, intangible assets, and other long-term
assets, net | (1,997,170) | (57,758) | |||||||||||
Losses (gains) on changes in fair value | 243,376 | (222,276) |
Financial expenses (income) | (78,474) | 1,092,678 |
Losses arising from investments | (147,053) | (269,449) | ||||||||||
Decrease (increase) in deferred tax assets | 233,849 | (102,293) |
Increase (decrease) in deferred tax liabilities | 205,528 | (290) | ||||||||||
Decrease (increase) in inventories, net | (801,625) | 6,883 |
Decrease in operating receivables | (1,126,210) | (1,034,228) |
Increase (decrease) in operating payables | 926,606 | 608,869 | ||||||||||
Others | 44,648 |
Net cash flow from operating activities | 779,51 | 8 | 2,249,146 |
(Expressed in RMB '000)
Notes to the Financial Statements
55. Supplementary Information on Cash Flow Statement (Cont’d)
(1) Supplementary information on Cash Flow Statement (Cont’d)
Six months ended June 30
2018 2017
Restated
b.
b. | Net | increase in cash and cash equivalents |
Closing balance of cash | and cash equivalents | 6,021,380 | 4,537,654 |
Less: Opening balance of cash | and cash equivalents | (7,864,258) | (3,833,747) |
Net increase in cash and cash equivalents(1,842,878)
703,907
(2) Details of cash and cash equivalents
June 30, | January 1, |
2018 | 2018 |
Cash at bank and on hand |
Including: Cash on hand | 1, | 065 | 2,267 | |||||||||||
Bank deposits available on demand without restrictions | 6,020,315 | 7,861,991 |
Cash and cash | equivalents as of June 30 | 6,021,380 | 7,864,258 |
56. Assets with Restricted Ownership or Right of Use
June 30
Reason
2018
Cash | 28,150 | Pledged |
Fixed assets | 6,134 | Mortgaged | |||||||||
Other non | current assets | 130,128 | Guarantees |
164,412 |
( Expressed in RMB '000)
Notes to the Financial Statements
57. Foreign currencies denominated items
(1) Foreign currencies denominated items:
As at June 30, 2018
Foreign currency at
the end of the year Exchange rate
RMB at the end of the
yearCash and bank balances
USD | 31,450 | 6.6166 | 208,093 | |||||||||||||
EUR | 83,021 | 7.7135 | 640,381 | |||||||||||||
BRL | 287,234 | 1.7160 | 492,897 | |||||||||||||
ILS | 57,710 | 1.8128 | 104,615 | |||||||||||||
PLN | 97,363 | 1.7673 | 172,065 | |||||||||||||
Other | 357,911 | |||||||||||||||
Total | 1,975,962 | |||||||||||||||
Financial liabilities at fair value
through profit or loss |
BRL | 10,595 | 1.7160 | 18,182 | |||||||||||||||||||||||||||||
Total | 18,182 | |||||||||||||||||||||||||||||||
Accounts and Bills receivable | ||||||||||||||||||||||||||||||||
USD | 68,474 | 6.6166 | 453,065 | |||||||||||||||||||||||||||||
EUR | 106,831 | 7.7135 | 824,038 | |||||||||||||||||||||||||||||
BRL | 333,288 | 1.7160 | 571,926 | |||||||||||||||||||||||||||||
PLN | 107,471 | 1.7673 | 189,929 | |||||||||||||||||||||||||||||
RON | 179,840 | 1.6528 | 297,238 | |||||||||||||||||||||||||||||
CAD | 55,780 | 5.0050 | 279,181 | |||||||||||||||||||||||||||||
HUF | 7,050,654 | 0.0235 | 165,395 | |||||||||||||||||||||||||||||
TRY | 104,185 | 1.4508 | 151,150 | |||||||||||||||||||||||||||||
Other | 632,468 | |||||||||||||||||||||||||||||||
Total | 3,564,3 | 90 | ||||||||||||||||||||||||||||||
Other receivables | ||||||||||||||||||||||||||||||||
EUR | 46,596 | 7.7135 | 359,415 | |||||||||||||||||||||||||||||
BRL | 54,695 | 1.7160 | 93,858 | |||||||||||||||||||||||||||||
ILS | 38,879 | 1.8128 | 70,478 | |||||||||||||||||||||||||||||
Other | 114,863 | |||||||||||||||||||||||||||||||
Total | 638,614 | |||||||||||||||||||||||||||||||
Other current assets | ||||||||||||||||||||||||||||||||
EUR | 931 | 7.7135 | 7,179 | |||||||||||||||||||||||||||||
BRL | 41,404 | 1.7160 | 71,049 | |||||||||||||||||||||||||||||
ILS | 123,735 | 1.8128 | 224,303 | |||||||||||||||||||||||||||||
RMB | 19,770 | 1.0000 | 19,770 | |||||||||||||||||||||||||||||
ARS | 60,989 | 0.2293 | 13,98 | 8 | ||||||||||||||||||||||||||||
Other | 37,039 | |||||||||||||||||||||||||||||||
Total | 373,328 | |||||||||||||||||||||||||||||||
Long | - | term receivables | ||||||||||||||||||||||||||||||
BRL | 85,313 | 1.7160 | 146,399 | |||||||||||||||||||||||||||||
Total | 146,399 | |||||||||||||||||||||||||||||||
Other non | - | current assets | ||||||||||||||||||||||||||||||
BRL | 66,212 | 1.7160 | 113,620 | |||||||||||||||||||||||||||||
Other | 15,052 | |||||||||||||||||||||||||||||||
Total | 128,672 | |||||||||||||||||||||||||||||||
Short | - | term loans | ||||||||||||||||||||||||||||||
UAH | 250,995 | 0.2526 | 63,413 | |||||||||||||||||||||||||||||
TRY | 65,063 | 1.4508 | 94,392 | |||||||||||||||||||||||||||||
Other | 4,70 | 5 | ||||||||||||||||||||||||||||||
Total | 162,510 |
( Expressed in RMB '000)
Notes to the Financial Statements
57. Foreign currencies denominated items (Cont’d )
(1) Foreign currencies denominated items: (Cont’d )
As at June 30, 2018
Foreign currency at
the end of the year Exchange rate
RMB at the end of the
yearAccounts payable and Bills
payable |
USD | 7,521 | 6.6166 | 49,763 | ||||||||||||||
EUR | 58,255 | 7.7135 | 449,353 | ||||||||||||||
BRL | 35,396 | 1.7160 | 60,740 | ||||||||||||||
ILS | 180,208 | 1.8128 | 326,675 | ||||||||||||||
Other | 92,976 | ||||||||||||||||
Total | 979,507 | ||||||||||||||||
Advances from customers
BRL | 65,548 | 1.7160 | 112,482 | ||||||||
Total | 112,482 | ||||||||||
Interest payable
ILS CPI | 17,757 | 1.8128 | 32,190 | |||||||||||||||||||||
Total | 32,190 | |||||||||||||||||||||||
Other payables | ||||||||||||||||||||||||
USD | 1,349 | 6.6166 | 8,926 | |||||||||||||||||||||
EUR | 51,776 | 7.7135 | 399,371 | |||||||||||||||||||||
BRL | 53,079 | 1.7160 | 91,084 | |||||||||||||||||||||
ILS | 46,6 | 09 | 1.8128 | 84,49 | 2 | |||||||||||||||||||
PLN | 21,427 | 1.7673 | 37,867 | |||||||||||||||||||||
CAD | 8,307 | 5.0050 | 41,579 | |||||||||||||||||||||
CHF | 4,993 | 6.6661 | 33,281 | |||||||||||||||||||||
Other | 75,489 | |||||||||||||||||||||||
Total | 772,0 | 89 | ||||||||||||||||||||||
Other current liabilities
EUR | 3,768 | 7.7135 | 29,067 | |||||||||||||||||||
ILS | 14,272 | 1.8128 | 25,871 | |||||||||||||||||||
Other | 18,082 | |||||||||||||||||||||
Total | 73,020 | |||||||||||||||||||||
Long | term loan | |||||||||||||||||||||
BRL | 297 | 1.7160 | 509 | |||||||||||||||||||
Other | 543 | |||||||||||||||||||||
Total | 1,052 | |||||||||||||||||||||
Debentures payable
ILS CPI | 4,164,121 | 1.8128 | 7,548,581 | |||||||||||||||||
Total | 7,548,581 | |||||||||||||||||||
Other non | - | current liabilities | ||||||||||||||||||
BRL | 9,026 | 1.7160 | 15,489 | |||||||||||||||||
Total | 15,489 |
( Expressed in RMB '000)
Notes to the Financial Statements
57. Foreign currencies denominated items (Cont’d )
(2) Major foreign operations
Name of theSubsidiary
Registration &Principal place
of business
Business
nature
Functional
currency
The basis of selectingfunctional currency
ADAMA France
S.A.S |
FRANCE Distribution USD
The main currency that represent the
principal economic environment |
ADAMA Brasil S/A BRAZIL
Manufacturing;Distribution;
Registration; |
USD
The main currency that represent theprincipal economic environment
ADAMA Deutschland
GmbH |
GERMANY
Distribution;
Registration |
USD
The main currency that represent the
principal economic environment |
ADAMA India Private
Ltd. |
INDIA Manufacturing INR
The main currency that represent the
principal economic environment |
Makhteshim Agan ofNorth America, Inc.
UNITED STATES
Manufacturing;Distribution;
Registration; |
USD
The main currency that represent theprincipal economic environment
Control Solutions Inc.
UNITED STATES
Manufacturing;Distribution;
Registration; |
USD
The main currency that represent theprincipal economic environment
ADAMA Agan Ltd. ISRAEL Manufacturing USD
The main currency that represent the
principal economic environment |
ADAMA Makhteshim
Ltd. |
ISRAEL Manufacturing USD
The main currency that represent the
principal economic environment |
ADAMA Australia
Pty Limited |
AUSTRALIA Distribution AUD
The main currency that represent the
principal economic environment |
ADAM Italia SRL ITALY DistributionUSD
The main currency that represent the
principal economic | environment |
ADAMA Northern
Europe B.V. |
NETHERLANDS
DistributionUSD
The main currency that represent theprincipal economic environment
Alligare LLC
UNITEDSTATES
Manufacturing;Distribution;
Registration;
USD
The main currency that represent theprincipal economic environment
VI . Changes in consolidation Scope
There was no change in the consolidation scope during the reporting period.
(Expressed in RMB '000)
Notes to the Financial Statements
VII . Interests in Other Entities
1. Interests in subsidiaries
(1) Composition of the largest subsidiaries of the Group in respect of assets and operating income
Name of the Subsidiary
Registration &Principal place of
businessBusiness nature
Direct
Indirect
Method ofobtaining the
subsidiary
ADAMA France S.A.S
ADAMA France S.A.S | FRANCE | Distribution | 100% | Established |
ADAMA Brasil S/A BRAZIL
Manufacturing;Distribution;
Registration; |
100%
PurchasedADAMA Deutschland GmbH GERMANY
Distribution;
Registration |
100%
Established
ADAMA India Private Ltd. | INDIA | Manufacturing | 100% | Established |
Makhteshim Agan of NorthAmerica, Inc.
UNITEDSTATES
Manufacturing;Distribution;
Registration; |
100%
EstablishedControl Solutions Inc.
UNITEDSTATES
Manufacturing;Distribution;
Registration; |
67%
Purchased
ADAMA Agan Ltd. | ISRAEL | Manufacturing | 100% | Restructure |
ADAMA Makhteshim Ltd. | ISRAEL | Manufacturing | 100% | Restructure |
ADAMA Australia Pty
Limited |
AUSTRALIA Distribution
100%
Purchased
ADAM Italia SRL | ITALY | Distribution | 100% | Established |
ADAMA Northern Europe
B.V. |
NETHERLANDS
Distribution
55%
PurchasedAlligare LLC
UNITEDSTATES
Manufacturing;Distribution;
Registration;
Registration; |
80%
Purchased
(Expressed in RMB '000)
Notes to the Financial Statements
VII . Interests in Other Entities (Cont’d)
2. Interests in joint ventures or associates
June 30
January 1
2018
2018
Joint ventures | |||||||||||
mmaterial joint ventures | 80,913 | 56,871 |
Associates |
I | mmaterial associates | 38,338 | 37,860 |
119,251 | 94,731 |
June 30, 2018 and six months
then ended
June 30, 2017 and six months
then ended
Joint ventures:
Joint ventures: | |||||||||
Total carrying amount | 80,913 | 62,555 |
The Group's share of the following items: | ||||||||||
Net profit | 12,758 | 2,3 | 67 |
Total comprehensive income | 12,758 | 2,367 | |||||||
Associates: |
Total carrying amount | 38,338 | 39,346 | ||||||||
The | Group's share of the following items: |
Net profit | - | (281) |
Total comprehensive income | - | (281) |
VIII. Risk Related to Financial Instruments
A. General
The Group has extensive international operations, and, therefore, it is exposed to credit risks, liquidity risks and market risks(including currency risk, interest risk and other price risk). In order to reduce the exposure to these risks, the Group usesfinancial derivatives instruments, including forward transactions, swaps and options (hereinafter – “derivatives”).Transactions in derivatives are undertaken with major financial and, therefore, in the opinion of Group Management the creditrisk in respect thereof is low.
This note provides information on the Group’s exposure to each of the above risks, the Group’s objectives, policies andprocesses regarding the measurement and management of the risk. Additional quantitative disclosure is included throughout theconsolidated financial statements.
The Board of Directors has overall responsibility for establishing and monitoring the framework of the Group's riskmanagement policy. The Finance Committee is responsible for establishing and monitoring the Group's actual risk managementpolicy. The Chief Financial Officer reports to the Finance Committee on a regular basis regarding these risks.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments (Cont’d)
A. General (Cont’d)
The Group’s risk management policy are established to identify and analyze the risks facing the Group, to set appropriate risklimits and controls and monitoring the risks and adherence to limits. The policy and methods for managing the risks arereviewed regularly, in order to reflect changes in market conditions and the Group's activities. The Group, through training, andmanagement standards and procedures, aims to develop a disciplined and constructive control environment in which all theemployees understand their roles and obligations.B. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet itscontractual obligations, and derives mainly from account receivables and other receivables as well as from cash and deposits infinancial institutions.
Accounts and other receivables
The Group’s revenues are derived from a large number of widely dispersed customers in many countries. Customers includemulti-national companies and manufacturing companies, as well as distributors, agriculturists, agents and agrochemicalmanufacturers who purchase the products either as finished goods or as intermediate products for their own requirements.The Company entered into an agreement for the sale of trade receivables in a securitization transaction, for details see note V.5(4).
In April 2018, a two-year agreement with an international insurance company was renewed. The amount of the insurancecoverage was fixed at $150 million cumulative per year. The indemnification is limited to about 90% of the debt.
The Group’s exposure to credit risk is influenced mainly by the personal characterization of each customer, and by thedemographic characterization of the customer’s base, including the risk of insolvency of the industry and geographic region inwhich the customer operates. No single customer accounted for greater than 5% of total accounts receivable.
Company management has prescribed a credit policy, whereby the Company performs current ongoing credit evaluations ofexisting and new customers, and every new customer is examined thoroughly regarding the quality of his credit, beforeoffering him the Group’s customary shipping and payment terms. The examination made by the Group includes an outsidecredit rating, if any, and in many cases, receipt of documents from an insurance company. A credit limit is prescribed for eachcustomer, setting the maximum outstanding amount of the accounts receivable balance. These limits are examined annually.Customers that do not meet the Group’s criteria for credit quality may do business with the Group on the basis of a prepaymentor against furnishing of appropriate collateral.
Most of the Group’s customers have been doing business with it for many years. In monitoring customer credit risk, thecustomers were grouped according to a characterization of their credit, based on geographical location, industry, aging ofreceivables, maturity, and existence of past financial difficulties. Customers defined as “high risk” are classified to therestricted customer list and are supervised by management. In certain countries, mainly, Brazil, customers are required toprovide property collaterals (such as agricultural lands and equipment) against execution of the sales, the value of which isexamined on a current ongoing basis by the Company. In these countries, in a case of a doubtful debt, the Company records aprovision for the amount of the debt less the value of the collaterals provided and acts to realize the collaterals.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII . Risk Related to Financial Instruments (cont’d)
B. Credit risk (cont’d)
The Group closely monitors the economic situation in Eastern Europe and South America where necessary it operates to limitits exposure to customers in countries having significantly unstable economies.
The Group recognizes an impairment provision, which reflects its assessment regarding the credit risk of account receivables,other receivables and investments on a lifetime expected credit loss basis. See also notes III.10 and III.11.
Cash and deposits in banks
The Company holds cash and deposits in banks with a high credit rating. These banks are also required to comply with capitaladequacy or maintain a level of security based on different situations.
Guarantees
The Company’s policy is to provide financial guarantees only to investee companies.
Aging of receivables and allowance for doubtful accountsPresented below is the aging of the past due trade receivables:
June 30
2018
Past due by less than 90 days | 466,592 |
Past due by more than 90 days | 544,385 |
1,010,977 |
C. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligation when they come due. TheGroup's approach to managing its liquidity risk is to assure, to the extent possible, an adequate degree of liquidity for meetingits obligations timely, under ordinary conditions and under pressure conditions, without sustaining unwanted losses or hurtingits reputation.
The cash-flow forecast is determined both at the level of the various entities as well as of the consolidated level. The Companyexamines the current forecasts of its liquidity requirements in order to ascertain that there is sufficient cash for the operatingneeds, including the amounts required in order to comply with the financial liabilities, while taking strict care that at all timesthere will be unused credit frameworks so that the Company will not exceed the credit frameworks granted to it and thefinancial covenants with which it is required to comply with. These forecasts take into consideration matters such as theCompany’s plans to use debt for financing its activities, compliance with required financial covenants, compliance with certainliquidity ratios and compliance with external requirements such as laws or regulation.
The surplus cash held by the Group companies, which is not required for financing the current ongoing operations, is investedin short-term interest-bearing investment channels.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments (cont’d)
(1) Presented below are the contractual maturities of the financial liabilities at undiscounted amounts, including
estimated interest payments:
As at June 30, 2018
First year
Second
year
Third-Fourth
year
Fifth year
andabove
Contractual
Cash flow
CarryingamountNon-derivative
financial liabilities
financial liabilities |
Short | - | term loans | 395,910 | - | - | - | 395,910 | 384,482 | |||||||||||||||||||||
Bills payable | 144,991 | 144,991 | 144,991 |
Accounts payables | 4,221,331 | - | - | - | 4,221,331 | 4,221,331 |
Other payables | 1,991,600 | - | - | - | 1,991,600 | 1,991,600 | |||||||||||||||||||||||
Dividend payable | 154,383 | 154,383 | 154,383 |
Other current liabilities | 349,575 | - | - | - | 349,575 | 349,575 | |||||||||||||||||||||
Debentures payable (a) | 392,073 | 392,073 | 1,633,672 | 9,311,998 | 11,729,816 | 7,548,581 |
Long | - | term loans (a) | 483,261 | 206,879 | 143,097 | - | 833,237 | 760,542 |
Long | - | term payable (a) | 1,605 | 1,784 | 3,356 | 26 | 375 | 33,120 | 24,031 |
Other non-current
liabilities | 2,061 | 2,061 | 32,751 | 148,295 | 185,168 | 171,770 | ||||||||||||||
Derivative financial
liabilities |
Foreign currency
derivatives | 1,209,632 | 10,964 | - | - | 1,220,596 | 1,220,596 |
CPI/shekel forward
transactions | 55 | - | - | - | 55 | 55 | ||||||||||||||||||
9,346,477
613,761
1,812,876
9,486,668
21,259,782
16,971,937
(a) Including related Non current liabilities due within one year and interest payables.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII . Risk Related to Financial Instruments (cont’d)
(2) Interest rate risks
The Group has exposure to changes in the variable interest rate. The Group has different assets and liabilities indifferent countries which bear interest according to the economic environment in each country. Most of the loans,other than the debentures, bear Dollar Libor interest. As a result, most of the variable interest exposure of those loansis to the Libor interest. Due to market conditions, the variable interest rates on cash are relatively low.The Company prepares a quarterly summary of exposure to a change in the Libor interest rate. As at the approvaldate of the financial statements, the Company had not hedged this exposure.
(A) Type of interest
The interest rate profile of the Group’s interest-bearing financial instruments was as follows:
June 30 |
2018 |
Fixed | - | rate instruments | – | unlinked to the CPI | ||||||||
Financial assets |
Cash at banks | 421,735 |
Other non | - | current assets | 8 | 357 | ||||||
Financial liabilities | ||||||||||
Short | - | term loans | 341,348 |
Long | - | term loans | 152,913 |
Long | - | term payables | 17,832 |
Other non-current liabilities
171,770
(253,771)
Fixed
Fixed | - | rate instruments | – | linked to the CPI |
Financial liabilities
Debentures payable
7,584,581
7,584,581
(Expressed in RMB '000)
Notes to the Financial Statements
VIII . Risk Related to Financial Instruments (cont’d)
(A) Type of interest (Cont’d)
June | 3 | 0 |
201 | 8 |
Variable-rate instruments
Financial assets
Cash at banks |
536,296
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss |
32,693
Other non
Other non | - | current assets |
48,857
Financial liabilities
Short | - | term loans |
43,134
Long
Long | - | term loans |
607,629
(32,917)
(B) Sensitivity analysis regarding variable-interest instruments
A change of 5% in the interest rates on the reporting date would increase or reduce equity and profit or lossby the amounts presented below. This analysis assumes that all the remaining variables, among othersexchange rates, remained fixed.
Profit or loss EquityIncrease in
interest
Decrease in
interest
Increase in
interest
Decrease in
interest
As at June 30, 2018 | 1,262 | (1,278) | 1,262 | (1,278) |
D. Market risks
Market risk is the risk that changes in market prices, such as foreign exchange rates, CPI, interest rates and prices of capitalinstruments, will affect the Group’s revenues or the value of its holdings in its financial instruments. The objective of marketrisk management is to manage and monitor the exposure to market risks within acceptable parameters, while optimizing thereturn.
During the ordinary course of business, the Group purchases and sells derivatives and assumes financial liabilities for thepurpose of managing market risks.
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments (cont’d)
(1) CPI and foreign currency risks
Currency risk
The Group is exposed to currency risk from its sales, purchases, expenses and loans denominated in currencies that differ fromthe Group’s functional currency. The main exposure is in Euro, Brazilian real, USD and in NIS. In addition, there are smallerexposures to various currencies such as the British pound, Polish zloty, Australian dollar, Indian rupee, Argentine peso,Canadian dollar, South African Rand, Ukraine Hryunia, Turkish lira and Chinese Renminbi.
The Group uses foreign currency derivatives – forward transactions and currency options – in order to hedge the cash flowsrisk, which derive from existing monetary assets and liabilities and anticipated sales and purchases, which may be affected byexchange rate fluctuations.
The Group hedged a part of the estimated currency exposure to anticipate sales and purchases for the subsequent year.Likewise, the Group hedges most of its monetary assets and liabilities denominated in a non-USD currency. The Group usesforeign currency derivatives to hedge its currency risk, mostly with maturity dates of less than one year from the reporting date.
The wholly-owened subsidiary debentures are linked to the NIS-CPI and, therefore, an increase in the NIS-CPI, as well aschanges in the NIS exchange rate, could cause significant exposure with respect to the subsidiary functional currency – the U.S.dollar. As of the approval date of the financial statements, the subsidiary had hedged most of its exposure deriving fromissuance of the debentures, in options and forward contracts.
(A) The Group’s exposure to NIS-CPI and foreign currency risk, except in respect of derivative
financial instruments is as follows:
June 30, 2018 |
Total Assets
Total liabilities
Denominated in or linked to the Dollar
1,111,720 | 1,120,955 |
In Euro
1,903,875 | 913,713 |
In Brazilian real
1,507,931 | 287,960 |
CPI-linked NIS
- | 7,580,7 | 71 |
In New Israeli Shekel
445,872 | 437,040 |
Denominated in or linked to other foreign currency
3,185,293
480,000
Total8,154,691
10,820,439
(Expressed in RMB '000)
Notes to the Financial Statements
VIII. Risk Related to Financial Instruments (cont’d)
(B) The exposure to CPI and foreign currency risk in respect of derivatives is as follows:
June 30, 2018Currency/
linkage
receivable
Currency/
linkagepayable
Averageexpiration
date
USDthousandsPar value
RMBthousandsPar value
Fair value
Forward foreigncurrency
USD
USD | EUR | 2019/02/15 | 610,531 |
4,039,642 |
(164,455) |
contracts and calloptions
USD |
PLN |
2018/10/10 |
54,182 |
358,504 |
39,154 |
USD
BRL
2018/08/22
220,471
1,455,963
77,290
USD
GBP
2018/11/16
20,396
134,953
8,934
USD
ZAR
2018/07/24
15,850
104,870
12,704
ILS
USD
2018/12/07
1,270,284
8,404,963
(390,208)
USD
Others
477,091
3,156,717
127,372
CPI forward
contracts
contracts |
CPI
ILS
2018/12/17
698,630
4,622,556
31,221
(C) Sensitivity analysis
The appreciation or depreciation of the Dollar against the following currencies as of June 30, 2018 and the increase or decreasein the CPI would increase or decrease the equity and profit or loss by the amounts presented below. This analysis assumes thatall the remaining variables, among others interest rates, remains constant.
June 30, 2018
Decrease of 5% Increase of 5%
Equity
Profit (loss)
Equity
Profit (loss)
New Israeli shekel
6,021 | (1,346) | 657 | 8,024 |
British pound
(354) | 1,230 | 354 | (1,230) |
Euro
(106,949) | 6,833 | 127,970 | ( | 4,105 | ) |
Brazilian real
(3,859) | 14,222 | 3,859 | (14,222) |
Polish zloty
(2,403) | 658 | 2,403 | (658) |
South African Rand
269 | 269 | (269) | (269) |
Chinese Yuan Renminbi
2,473 | 2,473 | (2,473) | (2,473) |
CPI-linked NIS
167,939 | 167,939 | (167,939) | (167,939) |
E. Cash flow hedge accounting
The table below presents the periods in which the cash flows associated with derivatives that are cash flow hedges are expectedto occur and impact the P&L:
June 30, 2 0 1 8Carrying
amount
Expectedcash flows
6 months
or less
6-12months
Second
yearForward contracts and options on exchange
rates: |
40,752
40,752
(29,318)
63,210
6,861
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value
The fair value of forward contracts on foreign currency is based on their listed market price, if available. In the absence of marketprices, the fair value is estimated based on the discounted difference between the stated forward price in the contract and thecurrent forward price for the residual period until redemption, using an appropriate interest rate.
The fair value of foreign currency options is based on bank quotes. The reasonableness of the quotes is evaluated throughdiscounting future cash flow estimates, based on the conditions and duration to maturity of each contract, using the marketinterest rates of a similar instrument at the measurement date and in accordance with the Black & Scholes model.
(1) Financial instruments measured at fair value for disclosure purposes only
The carrying amount of certain financial assets and liabilities, including cash at bank and on hand, bills and accounts receivable,other receivables, derivatives financial assets, short-term loans, bills accounts payable and other payables, are the same orproximate to their fair value.The following table details the carrying amount in the books and the fair value of groups of non-current financial instrumentspresented in the financial statements not in accordance with their fair values:
June 30, 2018
Carrying
Fair
amountvalue
Financial assets
Other non-current assets (a – Level 2) 56,135
59,103
Financial liabilities
Long-term loans and others (b – Level 2) 957,528
992,306
Debentures (c – Level 1) 7,584,581
9,426,908
(a) The fair value of the other non-current assets is based on a discounted future cash flows, using the acceptable interest
rate for similar investment having similar characteristics (Level 2).(b) The fair value of the long-term loans and others is based on a discounted future cash flows, using the acceptable
interest rate for similar loans having similar characteristics (Level 2).(c) The fair value of the debentures is based on stock exchange quotes (Level 1).
(2) The interest rates used determining fair value
The interest rates used to discount the estimate of anticipated cash flows are:
June 30, 2018
%
Brazilian real interest
8.46
8.46 | - | 11.39 |
U.S. dollar interest
2.66 | - | 4.00 |
Indian Rupee
6.69 | - | 8.22 |
(Expressed in RMB '000)
Notes to the Financial Statements
IX. Fair Value (cont’d)
(3) Fair value hierarchy of financial instruments measured at fair value
The table below presents an analysis of financial instruments measured at fair value. The various levels have been defined asfollows:
? Level 1: quoted prices (unadjusted) in active market for identical instrument.? Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.? Level 3: inputs that are not based on observable market data (unobservable inputs).
The Company’s forward contracts and options are carried at fair value and are evaluated by observable inputs and therefore areconcurrent with the definition of level 2.
June 30 |
2018 |
Forward contracts and options | used for hedging | the cash flow | (Level 2) | 40,752 | ||||||
Forward contracts and options | used for | economic hedging | (Level 2) | (298,739) |
Debt instruments | (Level 1) | 13,610 |
Other equity investments (Level 2) | 91,154 |
Other | (Level 2) | 19,083 |
(134,140) |
FinancialInstrument Fair valueForward contracts Fair value measured on the basis of discounting the difference between the stated forward
price in the contract and the current forward price for the residual period until redemptionusing an appropriate interest rates.
Foreign currency options | The fair | value is measured based on the Black | & | Scholes model. |
(4) No transfer between any levels of the fair value fierarchy in the reporting period.
(5) No change in the valuation techniques in the reporting period.
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions
1. Information on parent Company
Company
name
Registered
place
Business
nature
Registered capital
(Thousand)
Shareholdingpercentage (%)
Percentageof voting rights (%)
CNAC Beijing,
China
Productionand sales of
agrochemicals |
CNY 3,338,220
78.91 78.91
The ultimate controller of the company is China National Chemical Corporation (hereinafter - “CC”).
2. Information on the subsidiaries of the Company
For information about the subsidiaries of the Company, refer to Note VII.1.
3. Information on joint ventures and associates of the Company
For information about the joint ventures and associates of the Company, refer to Note V.12. Other joint ventures andassociates that have related party transactions with the Group during the period or the previous period are as follows:
Name of entity | Relationship with the Company | |||||||
Negev Aroma (Ramat Hovav) Ltd. | Joint venture of the Group |
Alfa Agricultural Supplies S. | Joint venture of the Group |
Innovaroma SA | Joint venture | of the Group | ||||||
Agribul | Ltd. | Joint venture of the Group |
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions (cont’d)
4. Information on other related parties
Name of other related parties Related party relationship
China National Agrochemical Corporation | Parent company | (Direct holding) | |||||||||||||||||||||||||||||||||||||||||||||||
Jingzhou Sanonda holdings co. LTD | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Crop Protection AG | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Supply AG | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Crop Protection LLC. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta France SAS | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta | Canada INC | Common control | |||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Agro Sociedad Anonima | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta | Prote??o de Cultivos Ltda. | Common control | |||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Czech s.r.o. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta | Espa?a | S.A. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||
Syngenta India Limited | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Agro AG | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Polska Sp. z o.o. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Agro, S.A. DE C.V. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Italia S.p.A. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta crop protection BV | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta AGRO S.R.L. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Crop Protection Lda. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Crop Protection NV | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Nordics A. | S | . | Common control | ||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Tarim Sanayi ve Ticaret A.S. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Agro GmbH Wien | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Agro GmbH Maintal | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Slovakia | S.R | .O. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Hungary Kft. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta UK Ltd | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Syngenta Ireland Ltd | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
China Bluestar Lehigh Engineering Corp. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Bluestar Silicones USA Corp. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Bluestar Lehigh Engineering Institute | Institute Co., Ltd | Common control | |||||||||||||||||||||||||||||||||||||||||||||||
China Bluestar Chengrand | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Bluestar (Beijing) Chemical Machinery Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Beijing Grand AgroChem Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Shandong Dacheng | International Trading co. LTD. | Common control | |||||||||||||||||||||||||||||||||||||||||||||||
Shandong dacheng agricultural chemical co. LTD. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Shandong Dacheng Pesticide Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Southwest Chemical Research and Design Institute Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Jiangsu Anpon | Electrochemical Co., Ltd | Common control | |||||||||||||||||||||||||||||||||||||||||||||||
Jiangsu Lianhai Testing Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Jiamusi Black Dragon Pesticide Chemical Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Anhui Kelihua Chemical Co., Ltd. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Anhui Research Institute of Chemical Industry | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Haohua engineering co. LTD. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Shanghai branch of China blue lianhai design and research institute. | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
China National Chemical Information Center | Common control | ||||||||||||||||||||||||||||||||||||||||||||||||
Beijing guangyuan yiong chemical co. LTD. | Common | control |
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions (cont’d)
5. Transactions and balances with related parties
(1) Transactions with related parties
Summary of Purchase of goods/services received and fixed assets
Six months | ended | June | 3 | 0 |
201 | 8 | 201 | 7 | ||||||||||
Restaed |
Type of purchase | Related | p | arty | r | elationship | ||||||||||||
Purchase of goods/services received
Common control under | CC |
858,609
136 | 346 |
Joint venture
6,325 | 4,820 |
Purchase of fixed assets and otherassets
Common control under | CC |
2,129,457
78,580
Summary of Sales of goods:
Sale of goods/ Service rendered
Common control under | CC | 258,409 | 47,011 |
Joint venture
99,823 | 134,994 |
(2) Leases
The Group as lessor
Six months | ended | June | 3 | 0 | ||||||||||||
201 | 8 | 201 | 7 |
Restated |
Type of leased assets | Lessee | |||||||||||||
Building and Structures
Common control under | CC | 10 | 57 |
(3) Guarantee (as guarantee receiver)
Amount ofguaranteed
loan |
Inception
date of
guaranty
guaranty |
Maturity
date of
guaranty |
Guarantycompleted
(Y / N | ) | |||||||||
As At | June | 3 | 0 | , 201 | 8 |
Common control under CC
303,000 | 20/02/2017 | 19/02/2020 | Y |
Parent
50,000 | 18/10/2017 | 18/10/2021 | N | |||||||||||||||
50,000 | 10/01/2017 | 10/01/2020 | Y | |||||||||||||||
300,000 | 20/11/2017 | 20/11/202 | 2 | N | ||||||||||||||
100,000 | 13/06/2018 | 12/06/202 | 2 | N |
Ultimate controller
200,000 | 25/09/2013 | 25/09/2020 | N |
160,000 | 27/05/2014 | 09/06/2021 | N | |||||||||||||
150,000 | 30/09/2013 | 13/10/2020 | N |
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions (cont’d)
5. Transactions and balances with related parties (cont'd)
(4) Remuneration of key management personnel and directors
Six months ended
June 30
2018
2017
Remuneration of key management personnel | 24,999 | 850 |
(5) Receivables from and payables to related parties (including loans)
June 30 January 1
Receivable Items2018 2018
Bad debt
Provision |
Bad debt
Provision |
ItemsRelated Party Relationship
Trade receivables
Common control under CC
84,982 |
- |
28,565 |
- |
Joint venture
18,560 | - | 33,710 | - |
Other receivables
Common control under CC
14,731 |
- |
22,780 |
- |
Joint venture
602 | - | - | - |
Prepayments Common control under CC
117 | - | 12,357 | - |
Other non-currentassets
Joint venture
7,404
7,404 |
-
- |
7,514
7,514 |
-
- |
June 30
January 1
Payable Items
2018
2018
ItemsRelated Party Relationship
Trade payables
Common control under | CC | 210,089 | 78,614 |
Joint venture
- | 320 |
Other non-currentliabilities *
Common control under | CC |
171,770
171,770
* The interest expense related to this liability recognized in the current period is 1,042 thousand RMB (amount
for prior period is 1,042 thousand RMB).
(Expressed in RMB '000)
Notes to the Financial Statements
X. Related parties and related party transactions (cont’d)
5. Transactions and balances with related parties (cont'd)
(6) Other related party transactions
The closing balance of bank deposit in ChemChina Finance Corporation was 226 thousand RMB (2017.12.31 – 155,700thousand RMB). Interest income of bank deposit in current period is 738 thousand RMB (amount for prior period is 0thousand RMB).
XI. Commitments and contingencies
Significant commitments
(1) Capital commitments
June 30 | January 1 |
2018 | 2018 |
Investment in Fixed assets | 653,409 | 590,043 |
(2) Operating lease commitments
The total future minimum lease payments under non-cancellable operating leases of fixed assets
June 30 January 1
2018
2018
Within 1 year (including 1 year) | 137,847 | 138,827 | |||||||||||
1 | - | 2 years (including 2 years) | 104,067 | 100,043 |
2 | - | 3 years (including 3 | years) | 78,765 | 69,263 |
Over 3 years |
142,025
126,804
462,704 434,937
(Expressed in RMB '000)
Notes to the Financial Statements
XI. Commitments and contingencies (cont’d)
Commitments and Contingent Liabilities
On October 30, 2017, the 22nd meeting of the 7th session of Board of Directors of Hubei Sanonda Co., Ltd. (hereinafter referred to as
the “Company”) resolved to approve as a frame work decision, the Company’s engagement in annual liability insurance policies fordirectors, supervisors and senior officers of the Company. On November 15, 2017 the 4th interim Shareholders Meeting approved theabove resolution.
According to the Policy between the Company and Ping An Property & Casualty Insurance Company of China, Ltd., for one yearinsurance (from October 1st, 2017 to September 30, 2018), the liability limit is $50 million for any one Claim and in the annualaggregate and the actual premium is negligible.
Environmental protection
The manufacturing processes of the Company, and the products it produces and markets, entail environmental risks that impact theenvironment. The Company invests substantial resources in order to comply with the applicable environmental laws and attempts toprevent or minimize the environmental risks that could occur as a result of its activities. To the best of the Company’s knowledge, at thebalance sheet date, none of its applicable permits and licenses with respect to environmental issues have been revoked. The Company hasinsurance coverage for sudden, unexpected environmental contamination.
Claims against subsidiaries
In the ordinary course of business, legal claims were filed against subsidiaries, including lawsuits regarding claims for patentinfringement. Inter alia, from time to time, the Company, similar to other companies operating in the plant protection industry, is exposedto class actions for large amounts, which it must defend against while incurring considerable costs, even if these claims, from the start,have no basis. In the estimation of the Company’s management, based, inter alia, on opinions of its legal counsel regarding the prospectsof the proceedings, the financial statements include appropriate provisions where necessary to cover the exposure resulting from theclaims.
Various immaterial claims have been filed against Group companies in courts throughout the world, in immaterial amounts, for causes ofaction involving mainly employee-employer relations and various civil claims, for which the Company did not record a provision in thefinancial statements. Furthermore, claims were filed for product liability damages, for which Solutions has appropriate insurancecoverage, such that the Company’s exposure in respect thereof is limited to the amount its deductible requirement or the amount thereof
does not exceed the deductible amount.
(Expressed in RMB '000)
Notes to the Financial Statements
XII. Share-based Payments
(1) In December 2017, the remuneration committee and the Board of Directors (and the General Meeting with respect to the CEO) ofAdama solutions, a wholly-owned subsidiary, approved the allocation of 49,042,146 phantom warrants to officers and employees inaccordance with the long-term phantom compensation plan ("the Plan"). The allocation date is December 28, 2017.
The warrants will vest in four equal portions, where the first and second quarters are exercisable after one year, the third quarter after twoyears and the fourth quarter after three years from January 1, 2018. The warrants will be exercisable, in whole or in part, in accordancewith the terms of the plan, and subject to achieving financial targets as determined in the plan. The warrants may be exercised until theend of 2023.
Upon exercise of each warrant, the offeree will be entitled to receive cash payment equal to the difference between the base price asdetermined at the time of the grant and the closing price of one share of the company on the Shenzhen Stock Exchange, as it will be onthe exercise date up to the ceiling that was determined under the plan.
The fair value of the granted warrants as aforesaid was estimated using the binomial pricing model.
The cost of the benefit embodied in the warrants that were allocated as aforesaid, based on the fair value at the end of the reportingperiod, amounted to a total of 206 million RMB. The liability at the end of the reporting period was recorded according to the vestingperiod as determined in the plan, taking into account the extent of the service that the employees provided until that date.
Statement of share based payments in the year
Phantomwarrants
Total number of Phantom warrants granted in current peri | od | 198,417 |
Total number of Phantom warrants exercised in current period | - | |||||||
Total number of Phantom warrants forfeited in current period | 679,585 |
Total number of Phanom warrents at the end of the period | 48,560,977 |
The range of the exercise prices and the remainder of the contractual period for Phantom warrants outstanding at the
end of period |
15.13 RMB
5.5 years |
The parameters used in implementing the model are as follows: |
Stock price (RMB) | 15.81 | ||||||
Original | exercise increment (RMB) | 15.13 |
Expected volatility | 46.73% |
Risk | free interest rate | 3.45% |
Economic value as of June 30, 2018 (in thousands RMB) | 206,041 |
The methods for the determination of the fair value of liabilities arising from cash-settledshare-based payments
The binomial pricing model |
Accumulated amount of liabilities arising from cash-settled share-based payments (in thousands
RMB) | 102,332 |
Expenses arising from cash | - | settled share | - | based payments in current period (in thousands RMB) | 44,648 |
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Other significant items
(1) Segment Reporting
The Company presents its segment reporting based on a format that is based on a breakdown by business segments:
? Crop Protection (Agro)
This is the main area of the Company’s operations and includes the manufacture and marketing of conventionalagrochemical products and operations in the seeds sector.
? Other (Non Agro)
This field of activity includes a large number of sub-fields, including: Lycopan (an oxidization retardant), aromaticproducts, and other chemicals. It combines all the Company’s activities not included in the agro-products segment.
Segment results reported to the chief operating decision maker include items directly attributable to a segment as well asitems that can be allocated on a reasonable basis. Unallocated items comprise mainly financing expenses, net, gains fromchanges in fair value, investment income and tax expenses.
All assets and liabilities that can be attributed to a specific segment were allocated accordingly. Attributed assets include:
accounts receivables, bills receivables, inventory, assets held for sale, fixed assets, construction in progress, intangibleassets, goodwill, non-current trade receivables and long term equity investments. Attributed liabilities include accountpayables, bill payables, liability in respect of long-term equity investee and deferred income. All other assets and liabilitieswhich are not attributable to a specific segment are presented as unallocated assets and liabilities.
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Other significant items (cont'd)
(1) Segment reporting (cont’d)
(1) Information regarding the results and assets and liabilities of each reportable segment is included below:
Crop Protection (Agro)
Other (Non Agro)
Elimination among
segments
Elimination among | ||
Total
Six months ended June
Six months ended June | ||
Six months ended June | ||
Six months ended June | ||
Six months ended June
201 | 8 | 201 | 7 |
201 | 8 | 201 | 7 | 201 | 8 | 201 | 7 | 201 | 8 | 201 | 7 |
Restated | Restated | Restated | Restated |
Operating income from external customers | 12,132,725 | 11,860,787 | 893,533 | 909,277 | - | - | 13,026,258 | 12,770,064 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inter | segment operating income | - | - | 380 | 4,382 | (380) | (4,382) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest in the | profit or loss of associates | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
and joint ventures | 12,394 | 5,819 | 364 | (3,733) | - | - | 12,758 | 2,086 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment's results | 3,481,515 | 1,801,891 | 47,629 | 79,637 | - | - | 3,529,144 | 1,881,528 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial expenses, net | (330,018) | (911,916) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gains from changes in fair value | (243,376) | 222,276 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment income | 134,295 | 267,363 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit/loss before tax | 3,090,045 | 1,459,251 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax expense | (727,264) | (142,257) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit | 2,362,781 | 1,316,994 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crop Protection (Agro | ) | Other (Non Agro | ) |
Unallocated assets and | ||||||||
liabilities | Total |
June 30,
January |
1,
June 30, January 1,
June 30,
January |
1,
June 30, January 1,
201 | 8 | 2018 | 201 | 8 | 2018 | 201 | 8 | 2018 | 201 | 8 | 201 | 8 |
Total | assets |
30,938,535
27,358,558
1,652,066
1,777,897
8,987,197
10,549,301
41,577,798
39,685,756
Total liabilities |
4,214,113
4,027,089
196,420
198,600
15,623,840
16,610,220
20,034,373
20,835,909
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Other significant items (cont'd)
(1) Segment reporting (cont’d)
(2) Geographic information
The following tables sets out information about the geographical segments of the Group’s operating income based on the locationof customers (sales target) and the Group's non-current assets (including fixed assets, construction in progress, investmentproperties, intangible assets and goodwill). In the case of investment property, fixed assets and construction in progress, thegeographical location of the assets is based on its physical location. In case of intangible assets and goodwill, the geographical
location of the company which owns the assets.
Operating income from external
customers |
Six months ended June 30 |
2018 | 2017 |
Restated |
Europe | 4,469,617 | 4,716,623 | |||||||||
North America | 2,589,664 | 2,482,507 |
Latin America | 1,978,828 | 1,826,603 |
Asia Pacific | 2,267,794 | 2,191,368 | |||||||||
Africa, Middle East (including Israel) and India | 1,720,355 | 1,552,963 |
13,026,258 | 12,770,064 |
Specified non | - | current | assets |
June 30 | January 1 |
201 | 8 | 2018 |
Europe | 723,016 | 732,024 |
Latin America | 2,053,806 | 1,030,652 | ||||||||
North America | 474,496 | 464,183 |
Asia Pacific | 2,220,746 | 2,186,442 | ||||||||||
Africa, Middle East (including Israel) and India | 11,535,894 | 10,592,839 |
17,007,958 | 15,006,140 |
(3) Dependency on major customers
No single customer's proportion of the total amount of sales is over 10%.
(Expressed in RMB '000)
Notes to the Financial Statements
XIII. Other significant items (cont'd)
(2) Calculation of basic earnings per share and Diluted earnings per share
Amount for the
current period |
Amount for the
prior period |
Restated |
Net profit for the current period attributable to shareholders of the
company | 2,362,781 |
1,316,994 |
Including: Net profit from continuing operations | 2,362,781 | 1,316,994 |
Net profit for the current period attributable to ordinary shareholders | 2,362,781 | 1,316,994 |
Thousands shares
Amount for the
current period
Amount for the
prior period
Restated |
Number of ordinary shares outstanding at the beginning of the year | 2,446,554 | 2,341,856 |
Add: weighted average number of ordinary shares issued during the
period | - |
- |
Less: weighted average number of ordinary shares repurchased during
the | period | - |
- |
Number of ordinary shares outstanding at the end of the period | 2,446,554 | 2,341,856 |
On July 4, 2017 the entire share capital of Solutions was transferred from CNAC to the Company,in return for the issuance of 1,810,883,039 new shares of the Company to CNAC, which is abusiness combination under common control. According to “Preparation Rules for InformationDisclosure by Companies Offering Securities to the Public No. 9-Calculation and Disclosure ofReturn on net assets and Earnings per Share”, in a business combination involving enterprisesunder common control when calculating the basic earnings per share during the comparative period,the shares shall be treated as issued at the beginning of the comparative period.
Six monthsended June 30,
2018
Six monthsended June 30,
2017
RestatedCalculated based on net profit attributable to ordinaryshareholders
Basic earnings per share | 0.9 | 658 | 0.56 | 24 |
Diluted earnings per share | N/A | N/A |
Calculated based on net profit from continuing operationsattributable to ordinary shareholders:
Basic earnings per share | 0.9 | 658 | 0.56 | 24 | |||||||
Diluted earnings per share | N/A | N/A |
Calculated based on net profit from discontinued operationsattributable to ordinary shareholders:
Basic | earnings per share | N/A | N/A |
Diluted earnings per share | N/A | N/A |
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements
1. Cash at bank and on hand
June 30, 2018
January 1,
2018
Deposits in bank
1,761,572 | 1,864,003 |
Other cash at bank
28,150 | 4,600 |
Total
1,789,722 | 1,868,603 |
As at June 30, 2018, restricted cash and bank balances was 28,150 thousand (as at January 1, 2018): 4,600
thousand RMB) mainly including deposits that guarantee bank acceptance drafts.
2. Accounts receivable
(1) Accounts receivable classification disclosure
June 30, 2018 |
Book value |
Provision for bad and
doubtful debts |
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively for impairment
collectively for impairment | 855,056 | 89 | 4,414 | 1 | 850,642 |
Account receivables assessed
individually for impairment | 106,582 | 11 | 14,518 | 14 | 92,064 |
961,638 | 100 | 18,932 | 2 | 942,706 |
January 1, 2018 |
Book value |
Provision for bad and
doubtful debts |
Amount
Percentage
(%) |
Amount
Percentage
(%) |
Carrying
amount
Account receivables assessed
collectively for impairment
collectively for impairment | 830,914 | 96 | 1,879 | - | 829,035 |
Account receivables assessed
individually for impairment | 35,209 | 4 | 14,210 | 13 | 20,999 |
866,123 | 100 | 16,089 | 2 | 850,034 |
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
2. Accounts receivable (Cont’d)
(2) Addition, written-back and written-off of provision for bad and doubtful debts during the years:
Six months ended
June 30,
2018
2018 |
Balance as of January 1, | 16,089 |
Addition during the year, net | 2,889 | ||||||
Write back during the year | (28) |
Write | - | off during the year | (18) |
Balance as of June 30 | 18,932 |
(3) Five largest accounts receivable by debtor:
Accounts receivable Closing balance
As a percentage of totalaccounts receivable (%)
Provision forbad debts at theend of the year
Party 1 | 583,244 | 61 | - | ||||
Party 2 | 183,530 | 19 |
Party 3 | 89,047 | 9 | - | ||||
Party 4 | 50,027 | 5 | 2,501 |
Party 5 5,842
Total911,690
2,793
3. Long-term equity investment
June 30, 2018
January 1, 2018Amountbalance
Impairment loss
Book value
Amount
balance
Impairment loss
Book value
Investment in | ||
subsidiaries |
15,939,826
- 15,939,826
15,939,826
- 15,939,826
Total
15,939,826
-
15,939,826
15,939,826
-
15,939,826
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
3. Long-term equity investment (Cont’d)
(1) Investments in subsidiaries
January 1,
2018 Increase Decrease
June30,2018
CurrentprovisionImpairment
loss
BalanceprovisionImpairment
loss
Jingzhou
Hongxiang
Chemical Co. | ||||||||||||||||||||
Ltd. | 37,620 | - | - | 37,620 | - | - |
Hubei Sanonda | |||||||||||||||||||
foreign trade | |||||||||||||||||||
co. Ltd. | 11,993 | - | - | 11,993 | - | - |
ADAMA
AgriculturalSolutions
Ltd. |
15,890,213
-
-
15,890,213
-
-
Total15,939,826
-
-
15,939,826
-
-
4. Operating income and operating costs
Six months ended june 30, 2018
Six months ended June 30,
2017
Operating
income
Operating
costs
Operating
income
Operating
costs
Main operations | 1,585,485 | 1,096,095 | 1,325,666 | 1,005,632 |
Other operations81,088 73,662 116,399 115,141
Total1,666,573 1,169,757 1,442,065 1,120,773
5. Supplementary information to cash flow statement
(1) Other cash received relevant to operating activities
Six months ended
June 30, 2018
Six months ended
June 30, 2017
Interest income | 13,035 | 544 |
Government subsidies | 748 | 1,725 |
Other1,409 1,218
Total15,192 3,487
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
5. Supplementary information to cash flow statement (cont’d)
(2) Other cash paid relevant to operating activities
Six months ended
June 30, 2018
Six months ended
June 30, 2017
Professional services | 36,133 | 9,707 | |||||||||||
Transportation and Commissions | 38,259 | 37,952 |
Other 11,790 13,116Total 86,182 60,775
(3) Other cash received relevant to financing activities
Six months ended
June 30, 2018
Six months ended
June 30, 2017
Other- 7,800
Total- 7,800
(4) Other cash paid relevant to financing activities:
Six months ended
June 30, 2018
Six months ended
June 30, 2017
Funding deposit | 10 | 0 | ,000 | |||||||||||||||
Share repurchase (B shares) | 393,02 | 5 |
Restricted | cash | 28,150 | 6,820 |
Other 3,138 -Total 424,313 106,820
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
6. Supplementary information to cash flow statement (cont'd)
Supplementary materials
Six months ended June 30
2018 2017
Net profit | 282,383 | 147,813 |
Add: | Impairment provisions for assets | 3,978 | 8,051 | ||||||||||
Depreciation of fixed assets | 79,145 | 101,449 |
Amortization of intangible assets | 2,503 | 2,575 |
Loss on disposal of fixed assets, intangible assets and other long-term assets
410 | ||||||||
Loss on discard of fixed assets | 44 |
Loss | on change in | fair value | 206 |
Financial | expenses (income) | (9,876) | 8,277 | ||||||||||
Decrease (increase) in deferred tax assets | (4,870) | 15,572 |
Decrease (increase) in inventory | 13,343 | (9,103) |
Increase | (decrease) | in | operating | accounts receivable | 15,037 | (365,016) | |||||||||
Increase in | operating | payables | 99,968 | 48,243 |
Net cash flows from operating activities481,655 (41,523)
2. Investing and financing activities that do not involving cash receipts
payment
- -
and
3. Net increase in cash and cash equivalents- -
Closing balance of cash | and cash equivalents | 1,761,572 | 52,761 |
Less: Opening balance of cash and cash equivalents1,864,003 249,740
Net increase in cash and cash equivalents(102,431) (196,979)
7. Related parties and related parties transcations
(1) Information on parent Company
Company name
Registered place
Business nature
Registeredcapital(Thousand)
Shareholdingpercentage (%)
of voting rightsPercentage (%)
CNAC Beijing, China
Production and
sales ofagrochemicals
RMB3,338,220
Production and
78.91 78.91
The ultimate controller of the company is China National Chemical Corporation.
(2) Information on the subsidiaries of the Company
For information about the main subsidiaries of the Company, refer to Note VII.1.
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
7. Related parties and related parties transcations (Cont’d)
(3) Transactions and balances with related parties
a. Transactions of goods and services
Related Party Relationship Six months ended June 30
2018
2017
Summary of Purchase of goods/services received
Summary of Purchase of goods/services received | : |
Purchase of goods/services received Common control under CC
7,846 |
5,003 |
Subsidiary | 114,174 | 97,561 |
Purchase of fixed assets and otherassets
Common control under CC
54,060
54,060 |
2,759 | ||||||||||
Summary of Sales of goods: |
Sale of goods | Subsidiary | 473,846 | 303,242 | |||||||||||||
Sale of fixed assets | Subsidiary | 1,528 | 364 |
b. Leases
Six months ended June 30 |
Type of leased assets | Lessee | 2018 | 2017 |
Building and Structures | Common control under CC | 10 | 57 |
c. Guarantee (as a guarantee receiver)
Amount ofguaranteedloan
Inceptiondate ofguaranty
Maturitydate ofguaranty
Guarantycompleted(Y / N)As At June 30, 2018
Common control under CC
303,000 | 20/02/2017 | 19/02/2020 | Y |
Parent
300,000 | 20/11/2017 | 20/11/2022 | N | ||||||||||||||
50,000 | 18/10/2017 | 18/10/2021 | N |
50,000 | 10/01/2017 | 10/01/2020 | Y |
100,000 | 13/06/2018 | 12/06/2022 | N |
Ultimate controller
200,000 | 25/09/2013 | 25/09/2020 | N |
160,000 | 27/05/2014 | 09/06/2021 | N |
150,000 | 30/09/2013 | 13/10/2020 | N |
(Expressed in RMB '000)
Notes to the Financial Statements
XIV. Notes to major items in the Company's financial statements (cont'd)
7. Related parties and related parties transactions (Cont’d)
(3) Transactions and balances with related parties (Cont’d )
d. Receivables from and payables to related parties (including loans)
Receivable Items
Items
Related Party Relationship | June 30 | January 1 |
201 | 8 | 2018 |
Bad debt
Provision |
Bad debt
Provision |
Tradereceivables
Subsidiary | 855,820 |
-
793,330
793,330 |
-
Prepayments
Common control under
Common control under | CC | 117 | - | 12,357 | - |
Payable Items
ItemsRelated Party Relationship June 30
January 1
2018
2018
Trade payables
Subsidiary | - | 3,465 |
Common control under | CC | 10,986 | 980 |
Other payables
Subsidiary | 51,653 | 436,268 |
Other non-current liabilities*
Common control under | CC | 171,770 | 171,770 |
* The interest expense related to this liability recognized in the current period is 1,042 thousand RMB (amount
for prior period is 1,042 thousand RMB).
e. Other related party transactions
The closing balance of bank deposit in ChemChina Finance Corporation was 20 thousand RMB (2017.12.31 –25,014 thousand RMB). Interest income of bank deposit in current period is 537 thousand RMB (amount forprior period is 0 thousand RMB).
XV. Supplementary information
(1) Extraordinary Gain and Loss
Six months ended |
June 30, 2018
Disposal of non | - | current assets | 1,997,170 | ||||||
Government grants recognized through profit or loss | 10,787 |
Recovery or reversal of provision for bad debts which is assessed individually during the
years | 13,249 | |||||||||
Other non | - | operating income | and expenses besides items above | (787) |
Tax effect |
(447,934)
1,572,485
Note: Extraordinary gain and loss items listed above are presented in the amount before taxation
(2) Return on net assets and earnings per share (“EPS”)
The information of Return on net assets and EPS is in accordance with the Preparation Rules forInformation Disclosure by Companies Offering Securities to the Public No. 9 – Calculation andDisclosure of Return on net assets and Earnings per share (2010 Amendment) issued by ChinaSecurities Regulatory Commission
Profit during the reportingperiod
Weighted average rateof return on net assets
(%)
EPS |
Basic EPS(RMB/share)
Diluted EPS(RMB/share)
Net profit attributable to ordinaryshareholders of the Company
11.65 |
0.9
0.9 | 658 |
N/A
N/A |
Net profit after deduction ofextraordinary gains/lossesattributable to ordinary
shareholders of the Company | 3.90 |
0.32
0.32 | 30 |
N/A
N/A |
Section XI Documents Available for Reference
(I) Financial Statements carried with signatures and seals of Legal Representative and Accounting Principal;(II) In the Reporting Period, originals of all documents of the Company ever disclosed publicly in media designated by ChinaSecurities Regulatory Commission as well as the originals of all the public notices were deposited in the office of the Company.
Hubei Sanonda Co., Ltd.Legal Representative: Chen Lichtenstein
August 27, 2018