E141111968Ann.indd



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(Incorporated in Hong Kong with limited liability)

(Stock Code: 606) VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 12 DECEMBER 2014

China Agri-Industries Holdings Limited (the "Company") announces the poll results in respect of the extraordinary general meeting (the "EGM") of the Company held on 12 December 2014 at 10:00 a.m. as follows:

Ordinary Resolutions

Number of Votes (%)

Ordinary Resolutions

For

Against

1.

To a p p r ove t h e 2014 C O F C O Mutual Supply Agreement subject to relevant caps set out in the circular of the Company dated 19 November 2014 (the "Circular"); confirm, ratify and approve the execution of the aforesaid agreement; and authorise the director(s) to do such acts in connection with the aforesaid agreement.

814,951,319 (99.92%)

662,321 (0.08%)

1.

The resolution was duly passed as an ordinary resolution.

2.

To re-elect Mr. CHI Jingtao as a non-executive director of the Company.

3,454,282,282 (89.45%)

407,260,001 (10.55%)

2.

The resolution was duly passed as an ordinary resolution.

The chairman of the EGM demanded that voting be made by poll on all of the above resolutions. All resolutions were approved by shareholders.

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As of the date of the EGM, the total number of shares in issue of the Company is 5,249,880,788 shares; and COFCO Corporation and its associates hold in aggregate 3,046,106,257 shares of the Company. Therefore, the total number of shares of the Company entitling the holders to attend and vote on the resolutions numbered 1 and 2 as set out in the notice of the EGM respectively are
2,203,774,531 shares and 5,249,880,788 shares. As disclosed in the Circular, COFCO Corporation and its associates were required to, and did, abstain from voting in relation to the aforesaid resolution numbered 1. There were no shares which entitled the shareholders of the Company to attend and vote only against any resolution at the EGM.
Tricor Progressive Limited, the Company's share registrar, acted as the scrutineer in respect of the voting at the EGM.
By Order of the Board

China Agri-Industries Holdings Limited YUE Guojun

Managing Director
Hong Kong, 12 December 2014
As at the date of this announcement, the Board comprises: Mr. YU Xubo as chairman of the Board and non-executive director; Mr. YUE Guojun and Mr. SHI Bo as executive directors; Mr. NING Gaoning, Mr. CHI Jingtao and Mr. MA Wangjun 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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