安道麦A(000553)_公司公告_安道麦B：衍生品套期管理政策(2025年3月)(英文版)_公司公告

安道麦B：衍生品套期管理政策(2025年3月)(英文版)（下载公告）
公告日期:2025-03-14
ADAMA Ltd.Derivatives Hedging Management Policy (Revised in March 2025) Chapter I General ProvisionsArticle 1 This Policy of ADAMA Ltd. (hereinafter referred to as “the Company”) isestablished in accordance with relevant laws and regulations, if applicable such as theSecurities Law, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange,Self-regulatory Guidelines for Listed Companies on Shenzhen Stock Exchange No. 1 –Standardized Operation of Main Board Listed Companies, Self-regulatory Guidelinesfor Listed Companies on Shenzhen Stock Exchange No. 7 – Transactions and Related-party Transactions, etc. as well as the Articles of Associations of ADAMALtd. (hereinafter referred to as “Articles of Associations”) to regulate the hedgingoperation and to enable its function to mitigate exchange rate and index risks in theproduction and operation of the Company.Article 2 This Policy applies for the Company and all its subsidiaries.Article 3 This Policy, as an internal control system relevant to forex and index hedging,is formulated to mitigate the effect of exchange rate fluctuations and the consumer priceindex (CPI) on cash flow and profit of the Company and all applicable subsidiariesnominated in USD.Article 4 The Company shall follow the principles of compliance, prudence, safety andeffectiveness in conducting hedging. The purpose of hedging can only be to hedge theexchange rate/index risk in production and operation and speculative activities arestrictly prohibited.Article 5 The risk exposure of the Company related to exchange rate and CPI are asfollows.Accounting Exposure is the currency exposure arising from currency exchange ratefluctuation effect on the value of monetary assets and liabilities in the balance sheetwhich are denominated to currencies that are different from the reporting currency orindexed to the CPI of the applicable subsidiary/ies of the Company nominated in USD.The exposure becomes an accounting exposure immediately after the monetary asset/liability was booked into the accounting system. Monetary Assets and Liabilitiesare all balance sheet items that are part of the monetary current & long-term assets andliabilities, except for inventory.Economic Exposure is the business exposure to changes in profit or loss arising fromfuture income and expenses that is in different currencies than the reporting currencyof the applicable subsidiary/ies of the Company, and which were not recorded in theaccounting system (such as due to signed contract, binding offers, open orders, workplan, acquisitions and investments).Article 6 The hedging business of the Company includes the following items.Nominal Hedge – Absolute hedging for drastic FX rate and CPI changes.Effective Hedge – Hedging against small changes in the FX rate and CPI (increase ordecrease). This hedging measurement is based on the delta equivalent of all openpositions.Article 7 Derivatives permitted to be used in the Company's hedging operations 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). Chapter II Authority to Approve Hedging TransactionsArticle 8 The facility of derivative hedging transactions of the Company should beapproved by the Board of Directors (the BOD). Independent directors should expressspecial opinions on this matter.If the facility of derivative hedging transactions reaches one of the following lines, theyshould be submitted to the shareholders' meeting for consideration after being approvedby the BOD, (1) The expected upper limit of transaction margin and rights (including the value ofcollateral provided for the transactions, the expected credit limit of financial institutions,and the margin reserved for emergency measures, etc.) accounts for more than 50% ofthe Company's latest audited net profit, and the absolute value exceeds RMB 5 millionyuan; or, (2) The highest contract value expected to be held on any single trading day accountsfor 50% of the Company's audited net assets for the latest reporting period and theabsolute value exceeds RMB 50 million yuan.Article 9 Due to the high trading frequency of and timing requirements on the hedgingtransactions of the Company which makes it difficult to apply the approval proceduresin Article 8 for each transaction, the Company may reasonably estimate the scope,upper limit, and terms of derivative transactions for the next year and apply the approvalprocedures in Article 8 in advance for the yearly estimation. The use of the relevantlimit should not exceed 12 months, and the value at any point during the period(including the relevant amount of the proceeds of the aforementioned transaction forfurther trading) should not exceed the approved limit.Article 10 The Company should prepare a feasibility study report for the BOD toconsider derivative hedging transactions.Article 11 The Audit Committee of the BOD should review the necessity, feasibilityand risk control of hedging transactions. Professional institutions may be engaged toissue feasibility study reports when necessary. The Audit Committee should strengthenthe evaluation and supervision over the risk control policies and procedures in order toidentify relevant internal control deficiencies in a timely manner and take remedialmeasures accordingly.Article 12 The derivative hedging transactions should be conducted and approved bythe Chief Financial Officer (the CFO) of the Company and the financial persons of theapplicable subsidiary on an on-going basis as shall be required within the approvedlimits by the BOD and the shareholders’ meeting where applicable, in accordance withthe internal procedures to be determined and approved by the President & CEO and/orthe CFO of the Company (“Internal Procedures”).Article 13 Such Internal Procedures shall include, inter alia, procedures with respect toperiodically working procedures to quantify the exposures; hedging activities usingderivatives; reporting at the level of the Company and Group; accounting; records andcontrols (and alerts). Such Internal Procedures are intended to create a commonlanguage between management and the executing team with respect to hedgingtransactions and to create clear measurement tools for main parameters under this Policy. The Internal Procedures shall further include the procedures for theirperiodically update, as shall be required from time to time. Chapter III Operative Organization and PersonnelArticle 14 The departments and personnel of the Company involved in hedgingtransactions are as follows, (1) The Company’s CFO, as the head of the hedging committee, and the Corporate Finance Manager of ADAMA Agricultural Solutions Ltd. (“Solutions”) (“CFM”),the Company’s wholly-controlled subsidiary are responsible for the implementationand monitoring of this Policy. (2) The Company establishes a Currency Risk Management team (“the CCR Team”)as the operative team to implement hedging transactions and that shall be requiredto conduct weekly meetings in this respect. The CCR Team shall be headed by theCFM and include the treasurer of Solutions. (3) The hedging transactions in the ordinary course of the business are conducted afterbeing approved by signature authorization of applicable subsidiaries.Article 15 All personnel who are handling hedging activities for the Company must betrained on a yearly basis. If necessary, the Company shall engage internal or externalexperts to give presentations addressing hedging issues from time to time. Chapter IV Processes for Risk ManagementArticle 16 The risk management processes shall include but are not limited to thefollowing factors. (1) Conducting weekly, monthly and quarterly meetings of the applicable teams inorder to monitor and examine the portfolio and the transactions. (2) 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 maybe. (3) The financial department shall keep the records and documentation with respect tothe process and transactions.Article 17 The Company's hedging management is handled on a daily basis, withongoing daily monitoring with global markets and banks of the exposure, hedges and potential risks. The Company should formulate a concrete and feasible emergency planin order to respond in a timely manner to major contingencies that may occur duringthe trading. Chapter V Information DisclosureArticle 18 The Company should disclose information related to derivative hedgingtransactions according to the relevant requirements of Shenzhen Stock Exchange.Article 19 The Company should disclose information related to derivative hedgingtransactions in its periodic reports. Related disclosure should include the followingitems, if applicable: (1) Derivatives held at the end of the reporting period. The Company shall disclose bycategories the quantity of derivatives held, contract amount, maturity date, and thepercentage of investment in derivatives against net assets at the end of the reportingperiod. The way and standards for classification should also be disclosed. (2) Fair value change of combination of the traded derivatives and its hedging assets,and its impact on profit and loss for the current period. (3) Risk analysis and control measures, including but not limited to market risks, liquidity risks, credit risks, operational risks, legal risks and etc. (4) Open market value change or fair value change of the derivatives. Fair valueanalysis of the derivatives should include the methodology and related assumptionsand parameters. (5) Explanation for any significant changes in accounting policies and principles, compared with last reporting period. (6) Independent Directors’ opinion on the investment in derivative financialinstruments and related risk controls. (7) Other contents required by SZSE. Chapter VI Supplementary ProvisionsArticle 20 Matters not covered by this Policy shall be handled in accordance withprovisions of relevant national laws, regulations, normative documents and the Articlesof Association. If this Policy is in conflict with relevant laws, regulations, normativedocuments and the Articles of Association, the provisions of relevant laws, regulations,normative documents and the Articles of Association shall prevail. Article 21 The BOD of the Company shall be responsible for the interpretation andrevision of this Policy.Article 22 This Policy shall take effect on the date of deliberation and approval by theBOD of the Company. Board of Directors of ADAMA Ltd. March 12 th, 2025
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ADAMA Ltd.Derivatives Hedging Management Policy

(Revised in March 2025)

Chapter I General ProvisionsArticle 1 This Policy of ADAMA Ltd. (hereinafter referred to as “the Company”) isestablished in accordance with relevant laws and regulations, if applicable such as theSecurities Law, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange,Self-regulatory Guidelines for Listed Companies on Shenzhen Stock Exchange No. 1 –Standardized Operation of Main Board Listed Companies, Self-regulatory Guidelinesfor Listed Companies on Shenzhen Stock Exchange No. 7 – Transactions and Related-party Transactions, etc. as well as the Articles of Associations of ADAMALtd. (hereinafter referred to as “Articles of Associations”) to regulate the hedgingoperation and to enable its function to mitigate exchange rate and index risks in theproduction and operation of the Company.Article 2 This Policy applies for the Company and all its subsidiaries.Article 3 This Policy, as an internal control system relevant to forex and index hedging,is formulated to mitigate the effect of exchange rate fluctuations and the consumer priceindex (CPI) on cash flow and profit of the Company and all applicable subsidiariesnominated in USD.Article 4 The Company shall follow the principles of compliance, prudence, safety andeffectiveness in conducting hedging. The purpose of hedging can only be to hedge theexchange rate/index risk in production and operation and speculative activities arestrictly prohibited.Article 5 The risk exposure of the Company related to exchange rate and CPI are asfollows.Accounting Exposure is the currency exposure arising from currency exchange ratefluctuation effect on the value of monetary assets and liabilities in the balance sheetwhich are denominated to currencies that are different from the reporting currency orindexed to the CPI of the applicable subsidiary/ies of the Company nominated in USD.The exposure becomes an accounting exposure immediately after the monetary

asset/liability was booked into the accounting system. Monetary Assets and Liabilitiesare all balance sheet items that are part of the monetary current & long-term assets andliabilities, except for inventory.Economic Exposure is the business exposure to changes in profit or loss arising fromfuture income and expenses that is in different currencies than the reporting currencyof the applicable subsidiary/ies of the Company, and which were not recorded in theaccounting system (such as due to signed contract, binding offers, open orders, workplan, acquisitions and investments).Article 6 The hedging business of the Company includes the following items.Nominal Hedge – Absolute hedging for drastic FX rate and CPI changes.Effective Hedge – Hedging against small changes in the FX rate and CPI (increase ordecrease). This hedging measurement is based on the delta equivalent of all openpositions.Article 7 Derivatives permitted to be used in the Company's hedging operations 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).

Chapter II Authority to Approve Hedging TransactionsArticle 8 The facility of derivative hedging transactions of the Company should beapproved by the Board of Directors (the BOD). Independent directors should expressspecial opinions on this matter.If the facility of derivative hedging transactions reaches one of the following lines, theyshould be submitted to the shareholders' meeting for consideration after being approvedby the BOD,

(1) The expected upper limit of transaction margin and rights (including the value ofcollateral provided for the transactions, the expected credit limit of financial institutions,and the margin reserved for emergency measures, etc.) accounts for more than 50% ofthe Company's latest audited net profit, and the absolute value exceeds RMB 5 millionyuan; or,

(2) The highest contract value expected to be held on any single trading day accountsfor 50% of the Company's audited net assets for the latest reporting period and theabsolute value exceeds RMB 50 million yuan.Article 9 Due to the high trading frequency of and timing requirements on the hedgingtransactions of the Company which makes it difficult to apply the approval proceduresin Article 8 for each transaction, the Company may reasonably estimate the scope,upper limit, and terms of derivative transactions for the next year and apply the approvalprocedures in Article 8 in advance for the yearly estimation. The use of the relevantlimit should not exceed 12 months, and the value at any point during the period(including the relevant amount of the proceeds of the aforementioned transaction forfurther trading) should not exceed the approved limit.Article 10 The Company should prepare a feasibility study report for the BOD toconsider derivative hedging transactions.Article 11 The Audit Committee of the BOD should review the necessity, feasibilityand risk control of hedging transactions. Professional institutions may be engaged toissue feasibility study reports when necessary. The Audit Committee should strengthenthe evaluation and supervision over the risk control policies and procedures in order toidentify relevant internal control deficiencies in a timely manner and take remedialmeasures accordingly.Article 12 The derivative hedging transactions should be conducted and approved bythe Chief Financial Officer (the CFO) of the Company and the financial persons of theapplicable subsidiary on an on-going basis as shall be required within the approvedlimits by the BOD and the shareholders’ meeting where applicable, in accordance withthe internal procedures to be determined and approved by the President & CEO and/orthe CFO of the Company (“Internal Procedures”).Article 13 Such Internal Procedures shall include, inter alia, procedures with respect toperiodically working procedures to quantify the exposures; hedging activities usingderivatives; reporting at the level of the Company and Group; accounting; records andcontrols (and alerts). Such Internal Procedures are intended to create a commonlanguage between management and the executing team with respect to hedgingtransactions and to create clear measurement tools for main parameters under this

Policy. The Internal Procedures shall further include the procedures for theirperiodically update, as shall be required from time to time.

Chapter III Operative Organization and PersonnelArticle 14 The departments and personnel of the Company involved in hedgingtransactions are as follows,

(1) The Company’s CFO, as the head of the hedging committee, and the Corporate

Finance Manager of ADAMA Agricultural Solutions Ltd. (“Solutions”) (“CFM”),the Company’s wholly-controlled subsidiary are responsible for the implementationand monitoring of this Policy.

(2) The Company establishes a Currency Risk Management team (“the CCR Team”)as the operative team to implement hedging transactions and that shall be requiredto conduct weekly meetings in this respect. The CCR Team shall be headed by theCFM and include the treasurer of Solutions.

(3) The hedging transactions in the ordinary course of the business are conducted afterbeing approved by signature authorization of applicable subsidiaries.Article 15 All personnel who are handling hedging activities for the Company must betrained on a yearly basis. If necessary, the Company shall engage internal or externalexperts to give presentations addressing hedging issues from time to time.

Chapter IV Processes for Risk ManagementArticle 16 The risk management processes shall include but are not limited to thefollowing factors.

(1) Conducting weekly, monthly and quarterly meetings of the applicable teams inorder to monitor and examine the portfolio and the transactions.

(2) 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 maybe.

(3) The financial department shall keep the records and documentation with respect tothe process and transactions.Article 17 The Company's hedging management is handled on a daily basis, withongoing daily monitoring with global markets and banks of the exposure, hedges and

potential risks. The Company should formulate a concrete and feasible emergency planin order to respond in a timely manner to major contingencies that may occur duringthe trading.

Chapter V Information DisclosureArticle 18 The Company should disclose information related to derivative hedgingtransactions according to the relevant requirements of Shenzhen Stock Exchange.Article 19 The Company should disclose information related to derivative hedgingtransactions in its periodic reports. Related disclosure should include the followingitems, if applicable:

(1) Derivatives held at the end of the reporting period. The Company shall disclose bycategories the quantity of derivatives held, contract amount, maturity date, and thepercentage of investment in derivatives against net assets at the end of the reportingperiod. The way and standards for classification should also be disclosed.

(2) Fair value change of combination of the traded derivatives and its hedging assets,and its impact on profit and loss for the current period.

(3) Risk analysis and control measures, including but not limited to market risks,

liquidity risks, credit risks, operational risks, legal risks and etc.

(4) Open market value change or fair value change of the derivatives. Fair valueanalysis of the derivatives should include the methodology and related assumptionsand parameters.

(5) Explanation for any significant changes in accounting policies and principles,

compared with last reporting period.

(6) Independent Directors’ opinion on the investment in derivative financialinstruments and related risk controls.

(7) Other contents required by SZSE.

Chapter VI Supplementary ProvisionsArticle 20 Matters not covered by this Policy shall be handled in accordance withprovisions of relevant national laws, regulations, normative documents and the Articlesof Association. If this Policy is in conflict with relevant laws, regulations, normativedocuments and the Articles of Association, the provisions of relevant laws, regulations,normative documents and the Articles of Association shall prevail.

Article 21 The BOD of the Company shall be responsible for the interpretation andrevision of this Policy.Article 22 This Policy shall take effect on the date of deliberation and approval by theBOD of the Company.

Board of Directors of ADAMA Ltd.

March 12

th, 2025

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