CHINA AGRI PROD : DISCLOSEABLE TRANSACTION - LAND ACQUISITION IN HUAIAN

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.

(Incorporated in Bermuda with limited liability) (Stock Code: 0149)

Reference is made to the announcement of the Company dated 25 July 2014 in relation to the loan advance to the Yanhe Town Government.
The Board is pleased to announce that, on 26 August 2014, the Group, through the PRC Subsidiary, won a bid at the Tender for the Land Acquisition. The consideration for the Land Acquisition is RMB44,000,000 and the Land is intended to be used for the Group's agricultural wholesale market in Huai'an City, the PRC.
The Land Acquisition constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the
Listing Rules and is therefore subject to the requirements of notification and announcement.

Reference is made to the announcement of the Company dated 25 July 2014 in relation to the loan advance to the Yanhe Town Government.

The Board is pleased to announce that, on 26 August 2014, the Group, through the PRC Subsidiary, won a bid at the Tender for the Land Acquisition.
As a result of the successful bidding, the PRC Subsidiary received the Confirmation Letter from the Huai'an Land Bureau on 26 August 2014 in respect of the Land Acquisition at the consideration of RMB44,000,000. The Land Use Rights Transfer Contract will be entered into between the PRC Subsidiary and Huai'an Land Bureau within 10 Business Days after the entering of the Confirmation Letter.
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Major terms of the Tender are set out as follows:

Huai'an Land Bureau, a local PRC government authority, which is in charge of, among other things, the sale of land use rights of land in Huai'an City, the PRC.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Huai'an Land Bureau and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected person(s) (as defined in the Listing Rules).

26 August 2014

The Land is located at 'i'lilL!ilfilfHr!ffl/i:fl1ilJl[Jj.(l1iljJ (east of Huaihai Nan Road, north of Bei Huan Road, Huai'an City, Jiangsu Province, the PRC#) , which has an area of approximately 48,452.6 sq.m. The term of the land use rights of the Land is 40 years. The Land is permitted to be used for wholesale market and for commercial purpose at a plot ratio of the Land not exceeding 1.2.

The consideration for the Land Acquisition is RMB44,000,000. An amount of RMB21,500,000 was paid as �
�1:-m� (the guarantee payment for contractual performance under the Tender#) and shall be applied towards
settling part of the consideration. 50% of the consideration (being RMB22,000,000) shall be payable within one month from the date of the Land Use Rights Transfer Contract and the balance of the consideration shall be payable in full within 60 days from the date of the Land Use Rights Transfer Contract. The Group will finance the payment for the Land Acquisition by the internal resources available to the Group.
The consideration was the price of the final bid made by the PRC Subsidiary at the Tender held by Huai'an Land Bureau on 26 August 2014. The Directors consider that the consideration is fair and reasonable having taken into account the location and potential development prospects of the Land.
The loan (as mentioned in the announcement of the Company dated 25 July 2014) of RMB2,000,000 advanced by the PRC Subsidiary to the Yanhe Town Government shall be repaid within 15 Business Days after the 1st instalment payment for the Land Acquisition has been paid; and the remaining loan of RMB 18,000,000 shall be repaid within 30 days from the date the full payment for the consideration has been paid.
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The Group is principally engaged in the management and sales of agricultural produce exchange markets in the
PRC.
The Group has already acquired a parcel of land in Huai'an City, the PRC in January 2013 (details of which are set out in the announcement of the Company dated 16 January 2013) and the Land Acquisition is intended to be used to expand the Group's agricultural produce exchanges development in Huai'an City, the PRC and the existing network of its agricultural wholesale markets in the PRC.
The Directors are of the view that the Land Acquisition is in the interests of the Company and its shareholders as a whole and the terms thereof are on normal commercial terms and are fair and reasonable.

As the applicable percentage ratio is greater than 5% and less than 25% for the purpose of Rule 14.07 of the
Listing Rules, the Land Acquisition constitutes a discloseable transaction for the Company pursuant to Rule
14.06(2) of the Listing Rules and is therefore subject to the requirements of notification and announcement.

In this announcement, unless the context requires otherwise, the following expressions have the meanings as set out below:
"Board" the board of Directors
"Business Day(s) " any day(s) (excluding a Saturday, Sunday and public holiday) on which banks in the PRC are generally open for business throughout their normal business hours
"Company" China Agri-Products Exchange Limited 'i'lilJlìlJfl5(���%1§J, a company incorporated in Bermuda with limited liability and whose shares are listed on the main board of the Stock Exchange
"Confirmation Letter" ±:l:nlt5(t�if(the letter confirming the successful bidding at the
Tender for land use rights of the Land#) for the Land Acquisition dated
26 August 2014 and entered into between the PRC Subsidiary and
Huai'an Land Bureau
"Director(s)" the director(s) of the Company
"Group" the Company together with its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Huai'an Land Bureau" fHr!f% 5(�'i' (the Bureau of Land Resources of Huai'an#), a local government authority of the PRC and the seller of the Land
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"Land" the land with an area of approximately 48,452.6 sq.m. and located at

'i'lilL!ilfilfHr!ffl/i:fl1ilJl[Jj.(l1iljJ (east of Huaihai Nan

Road, north of Bei Huan Road, Huai'an City, Jiangsu Province, the
PRC#)
"Land Acquisition" acquisition of the land use rights of the Land by the PRC Subsidiary by way of bidding at the Tender
"Land Use Rights Transfer Contract" lil�lÌl!Jffl:l:i)ifflllitllli!ftlli (the land use rights transfer contract#) to be entered into between the PRC Subsidiary and the Huai'an Land Bureau in respect of the transfer of the land use rights of the Land
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" the People's Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"PRC Subsidiary" fH Jl ìlJfl ��%1§J (Huai'an Hong-Jin Agricultural By-products Logistics Company Limited#), an indirect wholly-owned subsidiary of the Company established in the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Tender" #f.tllli! (the public tender#) for the sale of the land use rights of the
Land held by the Huai'an Land Bureau
"Yanhe Town Government" fHmWim�!iliiJ�A�iliJ# (Huai'an Qingpu District Yanhe Town Government#), being the local government of Yanhe Town, Qingpu District, Huai'an City, the PRC
"RMB" Renminbi, the lawful currency of the PRC "sq.m." square meters
"%" per cent.
By Order of the Board

Chairman and Chief Executive Officer

Hong Kong, 26 August 2014

As at the date of this announcement, the executive Directors are Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing and the independent non-executive Directors are Mr. Ng Yat Cheung, Ms. Lam Ka Jen, Katherine and Mr. Lau King Lung.

# Denotes English translation of Chinese name and address and is provided for identification purpose only

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