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.

CERTAIN MATTERS IN RELATION TO THE NON-COMPETITION DEED

Reference is made to the announcement made by the Company on 1 April 2014 in connection with the Proposed Acquisition of 51% equity interest in Noble Agri by a controlling shareholder of the Company (the "Announcement").
As the Proposed Acquisition was settled on 14 October 2014, the option for the Company to acquire the Competing Business, as defined in the Announcement, in Noble Agri and its subsidiaries in the People's Republic of China (the "New Option") became effective on the same date in accordance with the Non-competition Deed and its schedule thereof.
Pursuant to the Non-competition Deed and as disclosed in the Announcement, the decision as to whether or not to exercise the New Option shall be voted on solely by the Independent Non-executive Directors and be decided by majority votes of the Independent Non-executive Directors.
The Independent Non-executive Directors will review the New Option and decide whether to exercise the same on an annual basis. A final and definitive decision as to whether to exercise the New Option will be made by the Independent Non-executive Directors on the fifth anniversary (being the last year of the option period) of the New Option having become effective, if such decision has not been made before such time. If for any reason further time after the fifth anniversary is deemed necessary for the proper evaluation of the New Option, the decision to extend would be voted on solely by the
Independent Non-executive Directors and be decided by majority votes.

-1-

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"

The Board of Directors of the Company;

"Company"

China Agri-Industries Holdings Limited, a company incorporated in

Hong Kong with limited liability;

"Independent

Non-executive Directors"

The independent non-executive directors of the Company;

"Noble Agri"

Noble Agri Limited, a company incorporated in Bermuda with limited liability;

"Non-competition Deed"

The non-competition deed entered into among COFCO Corporation, COFCO (Hong Kong) Limited and the Company on 16 February 2007;

"Proposed Acquisition"

The proposed acquisition, either directly by COFCO (Hong Kong) Limited or indirectly by a subsidiary designated by COFCO (Hong Kong) Limited, of a total of 51% equity interest in Noble Agri

previously held by the Noble Agri International Limited.

By Order of the Board

China Agri-Industries Holdings Limited YU Xubo

Chairman

Hong Kong, 14 October 2014

As at the date of this announcement, the Board comprises: Mr. YU Xubo as chairman of the Board and executive director; Mr. YUE Guojun and Mr. SHI Bo as executive directors; Mr. NING Gaoning, Mr. MA Wangjun 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.

-2-

distributed by