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.

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

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

DISCLOSEABLE TRANSACTION REGARDING LOAN ADVANCE TO YANHE TOWN GOVERNMENT, QINGPU DISTRICT, HUAI'AN CITY LOAN ADVANCE TO YANHE TOWN GOVERNMENT

On 25 July 2014, the PRC Subsidiary (a wholly-owned subsidiary of the Company) entered into the New Loan Agreement with the Yanhe Town Government (the borrower) and the Qingpu District Government (the guarantor) in relation to the provision of an interest free guaranteed loan of RMB18 million to the Yanhe Town Government. The Loans shall only be applied by the Yanhe Town Government for the purpose of land expropriation in Huai'an City.

IMPLICATIONS UNDER THE LISTING RULES

The transaction contemplated under the New Loan Agreement, when aggregated with the transaction under the Existing Loan Agreement, constitutes a discloseable transaction for the Company under the Listing Rules on the basis that the consideration ratio (as defined under the Listing Rules) in respect of the aggregate transactions exceeds 5% and is below 25%, which are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE LOAN AGREEMENTS New Loan Agreement Existing Loan Agreement Date Lender

25 July 2014
PRC Subsidiary, a company incorporated in the PRC with limited liability and is indirectly wholly owned by the Company as at the date of this announcement
16 May 2014
PRC Subsidiary, a company incorporated in the PRC with limited liability and is indirectly wholly owned by the Company as at the date of this announcement
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New Loan Agreement Existing Loan Agreement Borrower Guarantor Loans Interest rate Use of Loans Repayment Undertaking

Yanhe Town Government Qingpu District Government RMB18 million
The RMB18 Million Loan shall be interest free, however, if (i) the PRC Subsidiary fails to win the Tender for the 73 Mu Land or enter into the Confirmation Letter or (ii) the Yanhe Town Government fails to deliver the land of an area of 170 mu in Huai'an City to the PRC Subsidiary in 30 days from the date the RMB
18 Million Loan is advanced, the RMB18
Million Loan shall be subject to the prevailing bank interest rate accrued from the date of the actual loan advance until the loan is fully repaid
An additional default interest at the rate of
0.1% per day on the outstanding loan amount will be char ged if the Yanhe To wn Government defaults in repayment
Solely used for the payment of the costs to be incurred for the 170 mu land expropriation
in Huai'an City by the Yanhe To wn
Government in relation to the logistics centre project of the PRC Subsidiary
The RMB18 Million Loan shall be repaid within 30 days from (i) the date the full payment for the acquisition of the 73 Mu Land has been paid pursuant to the Confirmation Letter; or (ii) 31 December 2014 (whichever is earlier)
The Yanhe Town Government undertakes to deliver the land of approximately 170 mu in Huai'an City to the PRC Subsidiary for the development and construction of its logistics centre project within 30 days after the date of the RMB18 Million Loan being received
As at the date of this announcement, the PRC Subsidiary and the Yanhe Town Government have entered into a lease agreement pursuant to which the Yanhe Town Government agreed to lease the said land with an area of 180 mu in Huai'an City to the PRC Subsidiary for a term of 10 years at an annual rental of RMB
270,000, unless and until the land is being listed for bidding
Yanhe Town Government Qingpu District Government RMB2 million
The RMB2 Million Loan shall be interest free, however, if the Yanhe Town Government does not apply the loan for the intended purpose or defaults in repayment, the RMB2 Million Loan shall be subject to the prevailing bank interest rate accrued from the date of the actual loan advance until the loan is fully repaid
Solely used for the payment of the costs to be incurred for the expropriation of the 73 Mu Land in Huai'an City by the Yanhe Town Government
The RMB2 Million Loan shall be repaid by the Yanhe Town Government within 15 business days after the 1st instalment payment for the acquisition of the 73 Mu Land has been paid
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The Group will finance the Loans by the internal resources available to the Group. To the best knowledge and information of the Directors, the 73 Mu Land will be listed for bidding in mid-August 2014 pursuant to the announcement issued by Huai'an Land Bureau dated 21 July 2014, and the PRC Subsidiary will participate to bid for the Tender.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENTS

The Group is principally engaged in the management and sales of agricultural produce exchange markets in the
PRC.
The Loans provided to the Yanhe Town Government will help facilitate the land expropriation process in Yanhe Town, Qingpu District, Huai'an City, and increase the lands available for tender by the PRC governmental authorities in Huai'an City. The Directors consider that the terms of the Loans are fair and reasonable having taken into account the potential development and construction for the logistics centre project in Huai'an City, the guarantee provided by the Qingpu District Government and the interests to be accrued in case the PRC Subsidiary failed to win the Tender.
Based on the above, the Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Loan Agreements are 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.

IMPLICATIONS UNDER THE LISTING RULES

The transaction contemplated under the New Loan Agreement, when aggregated with the transaction under the Existing Loan Agreement, constitutes a discloseable transaction for the Company under the Listing Rules on the basis that the consideration ratio (as defined under the Listing Rules) in respect of the aggregate transactions exceeds 5% and is below 25%, which are subject to the reporting and announcement requirements under Chapter
14 of the Listing Rules.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Yanhe Town Government and the Qingpu District Government and their respective 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).

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the same meanings set out below:
"73 Mu Land" being the land located at l�m!IP-, �fl!�P- (East side of Huai Hai Nan Lu, North side of Bei Huan Lu#) with an area of approximately 73 mu in Huai'an City, the PRC which is intended to be used for the logistics centre project of the PRC Subsidiary
"Board" the board of Directors
"Company" China Agri-Products Exchange Limited ��)l.ifgx�:fP!0PJ , a company incorporated in Bermuda with limited liability and whose shares are listed on the main board of the Stock Exchange
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"Confirmation Letter" ±Jt!flXxf'gi.f(the letter confirming the successful bidding at the Tender#)
for the acquisition of the land use rights of the 73 Mu Land
"Director(s)" the director(s) of the Company
"Existing Loan Agreement" the loan agreement dated 16 May 2014 entered into between the PRC Subsidiary as lender, the Yanhe Town Government as borrower and Qingpu District Government as guarantor in relation to the RMB2 Million Loan
"Group" the Company together with its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Huai'an Land Bureau" l12rtr�±l_iW� (the Bureau of Land Resources of Huai'an#), a local government authority of the PRC
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan Agreements" collectively, the New Loan Agreement and the Existing Loan Agreement "Loans" collectively, the RMB2 Million Loan and the RMB18 Million Loan
"New Loan Agreement" the loan agreement dated 25 July 2014 entered into between the PRC Subsidiary as lender, the Yanhe Town Government as borrower and Qingpu District Government as guarantor in relation to the RMB18 Million Loan
"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" l12 )l .ifg :fP!0PJ (Huai'an Hong-Jin Agricultural By-products Logistics Company Limited#), an indirect wholly-owned subsidiary of the Company established in the PRC
"Qingpu District Government" l12rtrì1ìil!LtJIW (Qingpu District Government#), being the local government of Qingpu District, Huai'an City, the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Tender" fi'Jlil::� (the public tender#) for the sale of the land use rights of the 73
Mu Land
"RMB" Renminbi, the lawful currency of the PRC
"RMB2 Million Loan" the RMB2 million loan advanced to Yanhe Town Government under the
Existing Loan Agreement
"RMB18 Million Loan" the RMB18 million loan advanced to Yanhe Town Government under the
New Loan Agreement
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"Yanhe Town Government" l12 ì1ìil! LtJIW (Huai'an Qingpu District Yanhe Town
Government#), being the local government of Yanhe Town, Qingpu District, Huai'an City, the PRC
"%" per cent.
By Order of the Board

CHINA AGRI-PRODUCTS EXCHANGE LIMITED Chan Chun Hong, Thomas

Chairman and Chief Executive Officer

Hong Kong, 25 July 2014

As at the date of this announcement, the executive directors of the Company are Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing and the independent non-executive directors of the Company 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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