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 Hong Kong with limited liability)

(Stock Code: 606) VOLUNTARY ANNOUNCEMENT PARTIAL EARLY REDEMPTION OF HK$ FIXED RATE GUARANTEED CONVERTIBLE BONDS DUE 2015

Reference is made to the announcement of China Agri-Industries Holdings Limited (the "Company") dated 22 July 2010 in relation to the issuance of HK$3,875,000,000 1.00 per cent guaranteed convertible bonds due 2015 (the "Convertible Bonds") by its wholly-owned subsidiary Glory River Holdings Limited guaranteed by the Company and the announcement of the Company dated 5 November 2012 in relation to the proposed rights issue on the basis of three Rights Shares for every ten existing Shares held by the Shareholders on the Record Date at the Subscription Price of HK$3.39 per Rights Share (the "Rights Issue Announcement"). Capitalised terms used herein shall, unless otherwise defined herein, have the same meanings as adopted in the Rights Issue Announcement.
Pursuant to the terms and conditions of the Convertible Bonds, Glory River Holdings Limited has on 29 July 2013 redeemed (the "Early Redemption"), at the option of the holders of the Convertible Bonds (the "Bondholders"), HK$2,668,500,000 in principal amount of the Convertible Bonds at the applicable early redemption amount of HK$103,076.01 in respect of each HK$100,000 principal amount of the Convertible Bonds which has been satisfied by part of the net proceeds raised from the Rights Issue. After the Early Redemption, the outstanding principal amount of the Convertible Bonds is HK$1,206,500,000.

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As disclosed in the Rights Issue Announcement, the Company intended to utilise the net proceeds of the Rights Issue for payment of the amount incurred for possible redemption of the Convertible Bonds, which was projected, at the time of the Rights Issue Announcement, to be at an aggregate amount of approximately HK$4,013,570,000, general working capital of the Company and other usage as the Directors may consider in the interest of the Shareholders. Such projected aggregate amount was calculated based on the total amount of the Convertible Bonds then outstanding and its accrued interest. However, as the Early Redemption is subject to the option of the Bondholders, and given the fact that certain Bondholders have elected not to exercise such option at this time, the total amount payable by Glory River Holdings Limited for the Early Redemption is lower than the Company's projection at the time of the Rights Issue Announcement.
In line with the proposed use of proceeds as disclosed in the Rights Issue Announcement, the Company intends to use the remaining part of the net proceeds from the Rights Issue for the general working capital of the Company and other usage as the Directors may consider in the interest of the Shareholders.
By Order of the Board

China Agri-Industries Holdings Limited LV Jun

Managing Director

Hong Kong, 29 July 2013

As at the date of this announcement, the Board comprises Mr. YU Xubo as chairman of the Board and executive director; Mr. LV Jun as executive director; Mr. NING Gaoning, Mr. MA Wangjun, Mr. YUE Guojun and Mr. WANG Zhiying 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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