da229128-64d0-4301-a5d0-409d824dee87.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in China Agri-Industries Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 606) GENERAL MANDATES TO ISSUE NEW SHARES AND TO BUY-BACK SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Agri-Industries Holdings Limited to be held at Crystal Ballroom, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 1 June 2016 at 10:00 a.m. (or any adjournment thereof) is set out on pages 18 to 21 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting in person should you so wish.

Hong Kong, 29 April 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

  1. Adoption of the Audited Consolidated Financial Statements and

    the Reports of the Directors and the Auditors . . . . . . . . . . . . . . . . . . . . . 4

  2. Share Issue Mandate and Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . 4

  3. Extension of the Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. Amendments to the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . 6

8. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

9. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

10. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix I - Explanatory Statement on the Share Buy-back Mandate . . . . . . . . 9 Appendix II - Details of the Directors proposed to be re-elected at the Annual General Meeting 12 Appendix III - Amendments to the Share Option Scheme 16 Notice of Annual General Meeting 18

"2015 Grant" a total of 134,500,000 share options granted under the Share Option Scheme by the Company on 4 December 2015 which shall entitle the Grantees to subscribe for a total of 134,500,000 Shares (please refer to the Company's announcement dated 4 December 2015 for details)

"Annual General Meeting" annual general meeting of the Company to be held at

Crystal Ballroom, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 1 June 2016 at 10:00 a.m., notice of which is set out on pages 18 to 21 of this circular

"Annual Report 2015" the annual report of the Company for the year ended 31

December 2015

"Board" board of Directors (or a duly authorised Board committee thereof)

"COFCO" COFCO Corporation ( 中糧集團有限公司), a wholly state-owned company established in the PRC currently under the purview of the State-owned Assets Supervision and Administration Commission of the State Council of the PRC, the ultimate controlling shareholder of the Company

"COFCO Group" COFCO and/or its subsidiaries, excluding the Group

"COFCO (HK)" COFCO (Hong Kong) Limited (中糧集團（香港）有限公司), a company incorporated in Hong Kong with limited liability, a controlling shareholder of the Company and a directly wholly-owned subsidiary of COFCO

"Companies Ordinance" Companies Ordinance (Chapter 622 of the Laws of Hong

Kong)

"Company" China Agri-Industries Holdings Limited (stock code: 606), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange

"Director(s)" director(s) of the Company

"Grantees" the persons who accepted the offer of the 2015 Grant in accordance with the Share Option Scheme

"Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 21 April 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information included herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China

"Proposed Amendments" the proposal to amend the Share Option Scheme as

described in the letter from the Board in this circular under the heading "Amendments to the Share Option Scheme" and Appendix III

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" the share(s) of the Company

"Share Buy-back Mandate" a general and unconditional mandate proposed to be

granted at the Annual General Meeting to the Directors to exercise all the powers of the Company to buy-back Shares

"Share Issue Mandate" a general and unconditional mandate proposed to be

granted at the Annual General Meeting to the Directors to exercise all the powers of the Company to issue, allot and otherwise deal with new Shares

"Share Option Scheme" the share option scheme adopted by the Company on 12

January 2007 and as amended on 25 May 2010

"Shareholder(s)" holder(s) of Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission

"HK$" Hong Kong dollars

"%" per cent.

China Agri-Industries Holdings Ltd. issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 April 2016 09:19:28 UTC

Original Document: http://www.chinaagri.com/uploadfiles/cms/file/20161128051153255357.pdf