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(Incorporated in Hong Kong with limited liability)

(Stock Code: 606) VOTING RESULTS OF ANNUAL GENERAL MEETING HELD ON 5 JUNE 2014

China Agri-Industries Holdings Limited (the "Company") is pleased to announce the poll results in respect of the annual general meeting (the "AGM") of the Company held at
10:00 a.m. on 5 June 2014. The chairman of the AGM demanded that voting be made by poll on all the proposed resolutions. All resolutions were approved by shareholders and the voting details are as follows:

Ordinary Resolutions

Number of Valid Votes

(percentage of total valid votes cast) (%)

Ordinary Resolutions

For

Against

1.

To receive, consider and adopt the audited consolidated f inancial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31

December 2013.

3,765,232,488 (99.99%)

15,000

(0.01%)

1.

The resolution was duly passed as an ordinary resolution.

2.

To approve a final dividend of 4.1 HK cents per share for the year ended 31 December 2013.

3,765,537,488 (99.99%)

33,000

(0.01%)

2.

The resolution was duly passed as an ordinary resolution.

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Ordinary Resolutions

Number of Valid Votes

(percentage of total valid votes cast) (%)

Ordinary Resolutions

For

Against

3.

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

3,746,764,636 (99.52%)

18,022,652 (0.48%)

3.

The resolution was duly passed as an ordinary resolution.

3.

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

3,451,951,772 (91.69%)

312,901,516 (8.31%)

3.

The resolution was duly passed as an ordinary resolution.

3.

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

3,440,341,800 (91.36%)

325,230,688 (8.64%)

3.

The resolution was duly passed as an ordinary resolution.

3.

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

3,455,080,037 (91.76%)

310,416,451 (8.24%)

3.

The resolution was duly passed as an ordinary resolution.

4.

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

3,764,761,876 (99.98%)

726,801 (0.02%)

4.

The resolution was duly passed as an ordinary resolution.

5.

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

3,385,922,754 (89.92%)

379,562,234 (10.08%)

5.

The resolution was duly passed as an ordinary resolution.

5.

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

3,764,967,788 (99.99%)

42,200

(0.01%)

5.

The resolution was duly passed as an ordinary resolution.

5.

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

5A.

3,386,796,347 (89.94%)

378,644,241 (10.06%)

5.

The resolution was duly passed as an ordinary resolution.

Note: Please refer to the notice of the AGM dated 25 April 2014 for the full text of the resolutions 5A to 5C.

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As at the date of the AGM, the total number of shares of the Company in issue was
5,249,880,788 shares, which was the total number of shares entitling the holders to attend and vote on the above resolutions at the AGM.
There were no restrictions on any shareholders to cast votes on any of the resolutions at the
AGM.
There were no shares of the Company entitling the holders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
No shareholders of the Company were required under the Listing Rules to abstain from voting at the AGM.
No parties have indicated in the circular containing the notice of the AGM that they intend to vote against or to abstain from voting on any of the resolutions at the AGM.
Tricor Progressive Limited, the Company's share registrar, acted as the scrutineer in respect of the voting at the AGM.
By Order of the Board

China Agri-Industries Holdings Limited YUE Guojun

Managing Director

Hong Kong, 5 June 2014

As at the date of this announcement, the Board comprises: Mr. YU Xubo as chairman of the Board and executive director; Mr. YUE Guojun and Mr. SHI Bo as executive directors; Mr. NING Gaoning, Mr. MA Wangjun and Mr. WANG Zhiying as non-executive directors; and Mr. LAM Wai Hon, Ambrose, Mr. Victor YANG and Mr. Patrick Vincent VIZZONE as independent non-executive directors.

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