China Agri Industries : Resignation of Directors and Deputy Managing Director, Appointment of Directors and Change of the Chairman of the Board

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

The Board announces that, with effect from 6 January 2017:

1. Mr. CHI Jingtao has tendered his resignation as an executive director of the Company. He ceased to be the chairman of the Board, the chairman of the Nomination Committee and a member of the Executive Committee of the Company;

2. Mr. GU Lifeng has tendered his resignation as an executive director of the Company. He ceased to be the Deputy Managing Director of the Company and the chairman of the Executive Committee of the Company;

3. Mr. MA Wangjun has tendered his resignation as a non-executive director of the Company. He ceased to be a member of each of the Audit Committee and the Remuneration Committee of the Company;

4. Mr. DONG Wei has been appointed as an executive director of the Company, the Deputy Managing Director of the Company, and the chairman of the Executive Committee of the Company;

5. Mr. LI Jian has been appointed as a non-executive director of the Company and a member of the Remuneration Committee of the Company;

6. Mr. JIA Peng has been appointed as a non-executive director of the Company and a member of the Audit Committee of the Company; and

7. Mr. YU Xubo, a non-executive director of the Company, has been appointed as the chairman of both the Board and the Nomination Committee of the Company.

The board of directors (the "Board") of China Agri-Industries Holdings Limited (the "Company") hereby announces that, with effect from 6 January 2017:

1. Mr. CHI Jingtao ("Mr. CHI") has tendered his resignation as an executive director of the Company due to other business engagements. Upon his resignation, he ceased to be the chairman of the Board, the chairman of the Nomination Committee and a member of the Executive Committee of the Company;

2. Mr. GU Lifeng ("Mr. GU") has tendered his resignation as an executive director of the Company due to other business engagements. Upon his resignation, he ceased to be the Deputy Managing Director of the Company and the chairman of the Executive Committee of the Company; and

3. Mr. MA Wangjun ("Mr. MA") has tendered his resignation as a non-executive director of the Company (the "NED") due to other business engagements. Upon his resignation, he ceased to be a member of each of the Audit Committee and the Remuneration Committee of the Company.

Each of Mr. CHI, Mr. GU and Mr. MA has confirmed that he has no disagreement with the Board and there are no other matters that need to be brought to the attention of holders of securities of the Company in connection with his resignation.

The Board would like to express its sincere gratitude to each of Mr. CHI, Mr. GU and Mr. MA for their important contribution to the Board and the Company during their terms of office.

The Board is pleased to announce that, with effect from 6 January 2017:

1. Mr. DONG Wei ("Mr. DONG") has been appointed as an executive director of the Company. Following his appointment, Mr. DONG will become the Deputy Managing Director of the Company and the chairman of the Executive Committee of the Company;

2. Mr. LI Jian ("Mr. LI") has been appointed as the NED. Following his appointment, Mr. LI will become a member of the Remuneration Committee of the Company; and

3. Mr. JIA Peng ("Mr. JIA") has been appointed as the NED. Following his appointment, Mr. JIA will become a member of the Audit Committee of the Company.

Particulars of Mr. DONG

Mr. DONG, aged 45, is appointed as an executive director and the Deputy Managing Director of the Company on 6 January 2017, responsible for overall leadership and management. He has been a vice president of the Company since October 2016. Mr. DONG joined COFCO Corporation and/or its subsidiaries (the "COFCO Group") in August 1993 and served several positions in COFCO Group, including the general manager of COFCO East Ocean Oils & Grains Industries (Zhangjiagang) Co.,

Ltd., the general manager of Xinjiang region management office of Oilseeds Processing Division, the general manager of COFCO Yellowsea Oils & Grains Industries (Shandong) Co., Ltd., assistant to the general manager and deputy general manager of Oilseeds Processing Division. He is a director of certain subsidiaries of the Company. Mr. DONG received a Bachelor of Arts degree from Jilin University, and obtained a Doctorate degree in Economics from Dongbei University of Finance and Economics.

Save as disclosed above, Mr. DONG has not held other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, Mr. DONG is interested, by way of holding a long position, in 1,197,000 underlying shares of the Company pursuant to share options granted to him under a share option scheme of the Company. Saved as disclosed herein, Mr. DONG is not interested nor deemed to be interested in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

There is a service contract entered into between the Company and Mr. DONG. Subject to relevant provisions of the articles of association of the Company (the "Articles of Association"), his term is for three years commencing on 6 January 2017. The service contract may be terminated by not less than three months' written notice by either party. The emoluments of Mr. DONG will be determined by the Remuneration Committee of the Company with reference with the Company's remuneration policy applicable to his position. Pursuant to article 111 of the Articles of Association, he will retire at the next following general meeting (the "GM") and shall be eligible for re-election.

Save as disclosed above, there are no other matters or information that need to be brought to the attention of holders of securities of the Company or to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") in relation to the aforesaid appointment.

Particulars of Mr. LI

Mr. LI, aged 59, is appointed as the NED on 6 January 2017. Mr. LI joined China Grains and Oils Group Corporation (now a subsidiary of COFCO Corporation) in May 1994. He served as the general manager of COFCO Biochemical (Anhui) Co., Ltd. (a company listed on Shenzhen Stock Exchange) from December 2006 to October 2007 and served several positions in COFCO Group, including the deputy head of the research and development department of COFCO Group, the dean of the COFCO Science Research Institute and the chairman of COFCO Engineering & Technology Co., Ltd.. He received a Bachelor degree in Engineering from Chongqing University, and obtained a Master degree in Executive Master of Business Administration from HEC Paris (Ecole des Hautes Etudes Commerciales). He is a non-executive director of CPMC Holdings Limited (a company listed in Hong Kong).

Save as disclosed above, Mr. LI has not held other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, Mr. LI is not interested nor deemed to be interested in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

There is an appointment letter issued by the Company to Mr. LI. He will not receive any director's fee from the Company. Under the appointment letter, the term is for three years commencing on 6 January 2017. Mr. LI's appointment may be terminated by giving not less than three months' prior written notice by either party. Pursuant to article 111 of the Articles of Association, he will retire at the GM and shall be eligible for re-election.

Save as disclosed above, there are no other matters or information that need to be brought to the attention of holders of securities of the Company or to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules in relation to the aforesaid appointment.

Particulars of Mr. JIA

Mr. JIA, aged 56, is appointed as the NED on 6 January 2017. Mr. JIA joined China National Native Produce & Animal By-products Import & Export Corporation (now a subsidiary of COFCO Corporation) and/or its subsidiaries (the "CHINA TUHSU") in 1993 and served several positions in CHINA TUHSU, including the general manager of Sunry Afrique International, the deputy general manager of China Feeding Stuffs Import and Export Corporation, the general manager of China Tuhsu Yunnan Tea Import & Export Corporation, the general manager and chairman of the board of Yunnan Zhongcha Tea Industry Co., Ltd., the deputy general manager and general manager of China Tea Co., Ltd., and assistant to the general manager of China National Native Produce & Animal By-products Import & Export Corporation. Mr. JIA received a Bachelor of Arts degree from Anhui University.

Save as disclosed above, Mr. JIA has not held other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, Mr. JIA is not interested nor deemed to be interested in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

There is an appointment letter issued by the Company to Mr. JIA. He will not receive any director's fee from the Company. Under the appointment letter, the term is for three years commencing on 6January 2017. Mr. JIA's appointment may be terminated by giving not less than three months' prior written notice by either party. Pursuant to article 111 of the Articles of Association, he will retire at the GM and shall be eligible for re-election.

Save as disclosed above, there are no other matters or information that need to be brought to the attention of holders of securities of the Company or to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules in relation to the aforesaid appointment.

The Board would like to express its warm welcome to Mr. DONG, Mr. LI and Mr. JIA to the Board.