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安道麦B:关于开展衍生品套期保值业务的公告(英文版)

深圳证券交易所 2025-12-23 查看全文

Stock Code: 000553(200553) Stock Abbreviation: ADAMAA (B) NO. 2025-43

ADAMA Ltd.Announcement on Expected Derivatives Transactions for

Hedging

The Company and all members of the Company’s Board of Directors confirm that all information

disclosed herein is true accurate complete with no false or misleading statement or material

omission.Important Notes:

* In order to offset the impact of foreign exchange rate and CPI fluctuations on the Company’s

financial indicators the Company expects to continue to conduct derivatives transactions for

hedging in 2026. The derivatives transactions of the Company are for the purpose of hedging

only and will match the size and term of the accounting exposure and economic exposure of the

Company.* All the Company’s hedging transactions are through banks in certain countries where the

Company is present. The hedging tools include (inter alia) Forwards Swaps Loans and

Deposits Options Exotic Options and Options Strategies (including sell and buys).* The Company expects that the maximum outstanding contract value of derivatives transactions

on any single trading day in the twelve months since the approval by the Shareholders’

Meeting (validity duration) should not exceed USD 5 billion. The transaction limits shall be

valid and can be recycled within the validity duration.* The 17th Meeting of the 10th session of the Board of Directors of the Company and the 5th

Meeting of the Audit Committee of the Board of Directors in 2025 considered and approved

the Proposal on the Expected Derivatives Transactions for Hedging. In accordance with the

provisions of the Articles of Association and relevant laws and regulations the proposal is yet

to be submitted to the shareholder meeting for consideration.* Hedging transactions have market liquidity and performance risks etc. Investors are reminded

to pay attention to investment risks.

1On December 22nd 2025 the 17th Meeting of the 10th session of the Board of Directors of ADAMA

Ltd. (hereinafter referred to as “the Company”) considered and approved the Proposal on Expected

Derivatives Transactions for Hedging as follows

I. Overview of the Transactions

1. Purpose

The Company and its subsidiaries (hereinafter combined as “the Company”) conducts crop

protection business in dozens of countries globally with direct presence in all Top-20 markets. In

many countries the business is settled in local currencies while the relevant local subsidiaries are

nominated in USD. In addition one of the Company’s major subsidiaries issued corporate bonds

denominated in Israeli Shekel and linked to Israeli CPI. Given the global nature of its operational

activities and the composition of its assets and liabilities the Company in the ordinary course of its

business uses derivatives to hedge mainly two exposures related to foreign exchange rates and CPI

* Accounting Exposure----the currency exposure arising from currency exchange rate fluctuation

effect on the value of monetary assets and liabilities in the balance sheet which are

denominated to currencies that are different from the reporting currency or indexed to the CPI

of the applicable subsidiaries nominated in USD.* Economic Exposure----the business exposure to changes in profit or loss arising from future

income and expenses that is in different currencies than the reporting currency of the applicable

subsidiaries and which were not recorded in the accounting system (such as due to signed

contract binding offers open orders work plan acquisitions and investments).All the derivatives transactions of the Company are for the purpose of hedging only. They match

the size and terms of the accounting and economic exposure of the Company.

2. Expected Hedging Transactions

Based on 2026 Work Plan the Company expects that the maximum outstanding contract value of

derivatives transactions on any single trading day in 2026 (in the twelve months since the approval

by the Shareholders’ Meeting) held by the Company shall not exceed USD 5 billion. The

transaction amount (including the proceeds of the aforesaid transactions used to trade again) at any

point during this period shall not exceed the above approved estimation.The expected trading margin ratio for derivatives business shall not exceed 2.5% of the maximum

contract value (including the value of collateral provided for the transaction the credit line of the

financial institution expected to be occupied and the margin reserved for contingency measures).

23. Location and tools

Since the Company’s global business involves settlement of many local currencies and is thus

exposed to foreign exchange rates of various local currencies vs. USD it conducts hedging

transactions through qualified well-known banks in certain countries where relevant.The derivatives to be used in hedging transactions include

* High effective tools – including (inter alia) Forwards Swaps Loans and deposits.* Low effective tools – including (inter alia) Options Exotic options Options strategies

(includes sell and buys).

4. Duration

The authorization shall be valid in the twelve months since its approval by the Shareholders'

Meeting and can be recycled within the valid period.

5. Funding Source

The Company utilizes its own funds for hedging transactions and does not involve raised funds

through equity placement.II. Deliberation Procedures

On December 22nd 2025 the 17th Meeting of the 10th session of the Board of Directors of the

Company considered and approved the Proposal on Expected Derivatives Transactions for Hedging.It had been approved by the 5th Meeting of the Audit Committee of the Board of Directors in 2025.In accordance with the provisions of the Articles of Association and relevant laws and regulations

this proposal is yet to be submitted to the Shareholders’ Meeting for consideration and approval.The Board of Directors seeks the Shareholders’ Meeting to authorize the management of the

Company and their authorized persons to execute the matter of derivatives hedging transactions

including signing relevant agreements and documents. The transactions do not constitute

related-party transactions and there is no need to go through procedures for related-party

transactions.III. Risk Analysis and Control Measures

i. Risk Analysis

1. Market risks: The current domestic and international political and economic situation which

has been complicated and volatile with ongoing geopolitical conflicts escalating may cause drastic

3fluctuations in exchange rates and consumer price index and result in significant increase in the

Company's hedging costs and consequently potential losses.

2. Credit risks of default by customers: the Company’s sales to customers worldwide usually

involve customer credit as is customary in each market. A portion of these credit lines is insured

while the remainder are exposed to risk particularly during economic slowdowns in the relevant

markets. Any overdue accounts receivable from customers or failure of money collection within

the forecasted payback period may affect the Company's cash flow and result in the actual cash

flow incurred not being able to fully match the term or amount of the foreign exchange derivatives

business that has been operated.

3. Liquidity risks: as the derivatives transactions are carried out with banks based on the Company

and its relevant subsidiaries’ collection and payment in foreign currency as well as assets and

liabilities in local and foreign currencies. Such transactions do not take up the available funds but

there is the risk of having to pay spreads to the banks due to losses on closing out and chopping

down positions for various reasons.

4. Risks of contract fulfillment: The counterparties of the Company's futures and derivatives

trading are banks with good credit and long-term business relationship so the occurrence of such

risk is relatively low.

5. Legal risks: Changes to relevant laws or violation of relevant laws by the counterparties may

result in improper execution of contracts and bring losses to the Company.ii. Risk Control Measures

1. The Company has formulated the Derivatives Hedging Management Policy as an internal

control system for managing foreign exchange and index risk hedging which clearly stipulates the

principles approval authority operating institutions and processes as well as risk control procedures

of the derivatives transactions to ensure a comprehensive supervision over each link from

pre-emptive prevention in-process monitoring to post-processing.

2. The Company conducts derivatives transactions with large domestic and overseas commercial

banks with compliant qualifications and good credibility strictly follows the laws and regulations in

the relevant fields in each country to avoid possible legal risks and fully takes into account

settlement liquidity and FX volatility related to the transactions.

3. The Company and its relevant subsidiaries follow up and evaluate their derivatives portfolio

and transactions in a timely manner through weekly monthly and quarterly meetings; any

significant change in the market or significant floating losses whenever it occurs will be timely

reported to the Company's management team and to the Board of Directors as appropriate so as to

4activate a contingency mechanism to respond and handle the situation appropriately.

4. Conducting transactions shall be based among other things on an external expert (or other

system) theoretical pricing and/or banks/brokers quotes as the case may be.

5. The financial department shall keep the records and documentation with respect to the process

and transactions.

6. The internal audit department of the Company is the supervisory institution for its derivatives

transactions and is responsible for monitoring and checking the compliance of both the Company

and its subsidiaries in the decision-making management and execution of relevant transactions.IV. Relevant Accounting Treatment

The Company should account for and disclose the derivatives transactions according to Accounting

Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial

Instruments No. 24 – Accounting for Hedging No. 37 – Presentation of Financial Instruments and

No. 39 - Fair Value Measurement and relevant regulations and their guidelines.V. Documents for Reference

1. Resolutions of the Board of Directors;

2. Feasibility Analysis Report on Derivatives Hedging Transactions;

3. Derivatives Hedging Management Policy.

Board of Directors of ADAMALtd.December 23 2025

5

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