(Incorporated in Hong Kong with limited liability)

(Stock Code: 606) Number of shares related to this proxy form (Note 1) Proxy Form for the Annual General Meeting

I/We of (Note 2) being the registered holder(s) of above-specified number of shares of China Agri-Industries Holdings Limited (the "Company") hereby appoint of (Note 3)

or, failing him/her, the chairman of the meeting as my/our proxy to attend and vote for me/us on the following resolutions in accordance

with the instruction(s) below and on my/our behalf at the annual general meeting of the Company (the "AGM") to be held at The Grand Ballroom, Lower Level I, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 5 June 2014 at 10:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM. In the absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion (Note 4) .

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2013.

2

To approve a final dividend of 4.1 HK cents per share for the year ended 31

December 2013.

3

A. To re-elect Mr. YUE Guojun as an executive director of the Company.

3

B. To re-elect Mr. SHI Bo as an executive director of the Company.

3

C. To re-elect Mr. WANG Zhiying as a non-executive director of the Company.

3

D. To re-elect Mr. Patrick Vincent VIZZONE as an independent non-executive director of the Company.

4

To re-appoint auditors and authorise the board of directors of the Company to fix their remuneration.

5

A. To grant a general mandate to the directors to allot, issue and deal with additional shares of the Company.

5

B. To grant a general mandate to the directors to buy-back the Company's own shares.

5

C. To add the number of the shares bought back under resolution 5B to the mandate granted to the directors under resolution 5A.

Date: 2014 Signature(s): (Note 5)

Notes:
1. Please insert the number of shares of the Company registered in your name(s) relating to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
2. Please insert full name(s) and address(es) in BLOCK LETTERS.
3. Please insert the name and address of your proxy. If this is left blank, the chairman of the AGM will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
4. Attention: If you wish to vote FOR any resolution, please indicate with a "✓" in the appropriate space under "For". If you wish to vote AGAINST any resolution, please indicate with a "✓" in the appropriate space under "Against". In the absence of any such indication, the proxy will vote or abstain at his discretion.
5. This proxy form must be signed under hand by you or your attorney duly authorised on your behalf. If the appointor is a legal person, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
6. Where there are joint holders of any share(s), any one of such holders may vote at the AGM, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the AGM in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it.
7. Completion and return of the proxy form will not preclude a member from attending the AGM and voting in person at the AGM or any adjourned meeting if he so desires. If a member attends, and votes at, the AGM after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
8. This proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the share registrar of the Company, Tricor Progressive Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time scheduled for holding the AGM or any adjournment of it.

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