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RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHANGE OF THE CHAIRMAN OF THE BOARD AND CHANGES IN COMPOSITION OF THE BOARD AND BOARD COMMITTEES

China Agri-Industries Holdings Limited (the "Company") announces the following changes in the composition of the board of directors of the Company (the "Board") and the Board committees with effect from 26 August 2015:
(i) Mr. Victor YANG has tendered his resignation as an independent non-executive director of the Company ("INED"). He ceased to be a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company and the chairman of the Remuneration Committee of the Company;
(ii) Mr. YU Xubo ceased to be the chairman of the Board as well as the chairman and a member of the Nomination Committee of the Company, and remains as a non-executive director of the Company ("NED");
(iii) Mr. CHI Jingtao, a NED, has been appointed as the chairman of each of the Board and the Nomination Committee of the Company and ceased to be a member of each of the Audit Committee and the Remuneration Committee of the Company; and
(iv) Mr. Patrick Vincent VIZZONE, an INED, has been appointed as the chairman of the
Remuneration Committee of the Company.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Victor YANG has tendered his resignation as an INED with effect from 26 August 2015 because of other business engagements which require more of his dedications and time commitment. Upon his resignation, he ceased to be a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company and the chairman of the Remuneration Committee of the Company.

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Mr. YANG confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of holders of securities of the Company.
The Board would like to express its sincere gratitude to Mr. YANG for his valuable contributions to the Company during his tenure of services.

CHANGES IN COMPOSITION OF THE BOARD AND BOARD COMMITTEES

The composition of the Board and the Board committees have been changed, with effect from 26
August 2015, as follows:
(i) Mr. YANG ceased to be an INED, a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company and the chairman of the Remuneration Committee of the Company;
(ii) Mr. YU Xubo ceased to be the chairman of the Board as well as the chairman and a member of the Nomination Committee of the Company, and remains as a NED;
(iii) Mr. CHI Jingtao, a NED, has been appointed as the chairman of each of the Board and the Nomination Committee of the Company and ceased to be a member of each of the Audit Committee and the Remuneration Committee of the Company; and
(iv) Mr. Patrick Vincent VIZZONE, an INED, has been appointed as the chairman of the
Remuneration Committee of the Company.
Following the changes mentioned above, the composition of each of the Board, the Audit
Committee, the Remuneration Committee and the Nomination Committee, with effect from 26
August 2015, is as follows:

The Board

Chairman and Non-executive Director

CHI Jingtao

Executive Directors

YUE Guojun (Managing Director) SHI Bo

Non-executive Directors

NING Gaoning
YU Xubo
MA Wangjun

Independent Non-executive Directors

LAM Wai Hon, Ambrose
Patrick Vincent VIZZONE ONG Teck Chye

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Audit Committee

LAM Wai Hon, Ambrose (Chairman) Patrick Vincent VIZZONE
ONG Teck Chye
MA Wangjun

Remuneration Committee

Patrick Vincent VIZZONE (Chairman) MA Wangjun
LAM Wai Hon, Ambrose
ONG Teck Chye

Nomination Committee

CHI Jingtao (Chairman) LAM Wai Hon, Ambrose Patrick Vincent VIZZONE
ONG Teck Chye
By Order of the Board

China Agri-Industries Holdings Limited CHI Jingtao

Chairman

Hong Kong, 26 August 2015

As at the date of this announcement, the Board comprises1: Mr. CHI Jingtao as chairman of the Board and non-executive director; Mr. YUE Guojun and Mr. SHI Bo as executive directors; Mr. NING Gaoning, Mr. YU Xubo and Mr. MA Wangjun as non-executive directors; and Mr. LAM Wai Hon, Ambrose, Mr. Patrick Vincent VIZZONE and Mr. ONG Teck Chye as independent non-executive directors.

1 Being effective immediately after the conclusion of the Board meeting held on the date of this announcement.

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