China Agri Products Exchange : Termination of Sale and Purchase Agreement and Subscription Agreement

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of China Agri-Products Exchange Limited.

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中 國 農 產 品 交 易 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)

TERMINATION OF

SALE AND PURCHASE AGREEMENT AND

SUBSCRIPTION AGREEMENT

References are made to (1) the announcement of China Agri-Products Exchange Limited 中

國農產品交易有限公司 (the ''Company'') dated 4 December 2016 (the ''Announcement'')

in relation to, among other things, (i) a very substantial acquisition and connected transaction; (ii) a reverse takeover involving a new listing application; (iii) issue of Consideration Shares and Subscription Shares under Specific Mandate; (iv) proposed change of directors; and (v) an application for Whitewash Waiver; (2) the announcement of the Company dated 23 December 2016 in relation to delay in despatch of circular; (3) the announcement of the Company dated 31 March 2017 in relation to further delay in despatch of circular; and (4) the announcement of the Company dated 28 April 2017 in relation to the then latest status of the Transactions. Unless otherwise specified herein, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

On 17 May 2017, for commercial reasons, the Company entered into (i) a termination agreement with the Vendors to terminate the Sale and Purchase Agreement; and (ii) a termination agreement with the Subscribers to terminate the Subscription Agreement, and hence the Acquisition and the Subscription will not proceed respectively.

The Board considers that the termination of the Sale and Purchase Agreement and the Subscription Agreement will not have any material adverse impact on the business or financials of the Group.

As a result of the termination of the Sale and Purchase Agreement and the Subscription Agreement, there will no longer be any potential obligation under Rule 26.1 of the Takeovers Code on the Vendors and the Subscribers and parties acting in concert with any of them to make an unconditional mandatory general offer for all the issued Shares not already owned or agreed to be acquired by the Vendors and the Subscribers and parties acting in concert with any of them. Accordingly, the application for the Whitewash Waiver as set out in the Announcement will not be made by the Vendors and the Subscribers.

The Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company, and if they are in any doubt about their position, they should consult their professional advisors.

By Order of the Board

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中國農產品交易有限公司

Chan Chun Hong, Thomas

Chairman and Chief Executive Officer

Hong Kong, 17 May 2017

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, Mr. Lau King Lung and Mr. Wong Hin Wing.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Vendors, the Subscribers and the Target Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Vendors, the Subscribers and the Target Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the directors of CITIC AMC are Mr. Zhiqiang Liu, Mr. Qidong Han, Mr. Henghui Yang, Mr. Kai Zhang, Mr. Xuejun Zhang and Ms. Dongmei Zhang.

The directors of CITIC AMC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Minority Vendors and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Group, the Minority Vendors and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the directors of Tibet Junhe are Mr. Jianping Wang, Mr. Jianzhong Wu and Mr. Shenghua Zhang.

The directors of Tibet Junhe jointly and severally accept full responsibility for the accuracy of the information relating to them, Tibet Junhe and the Target Group contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed by them, Tibet Junhe and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the sole director of Beijing Wanhao is Mr. Ran Wan.

The sole director of Beijing Wanhao accepts full responsibility for the accuracy of the information relating to him, Beijing Wanhao and the Target Group contained in this announcement, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him, Beijing Wanhao and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the general partner of Tibet Dazi is Beijing Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有限公司). The sole director of Beijing Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有限公司) is Mr.

Hanghang Sha.

The sole director of Beijing Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有

限公司) accepts full responsibility for the accuracy of the information relating to him, Tibet

Dazi and the Target Group contained in this announcement, and confirms, having made all

reasonable enquiries, that to the best of his knowledge, opinions expressed by him, Tibet Dazi and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the sole director of Beijing Jingzhihu is Mr. Jinxue Chen. The sole director of Beijing Jingzhihu Property Co. Ltd.* (北京靜之湖置業有限公 司)1 is Mr. Jinxue Chen.

The sole director of Beijing Jingzhihu and Beijing Jingzhihu Property Co. Ltd.* (北京靜之

湖置業有限公司) accepts full responsibility for the accuracy of the information relating to

him, Beijing Jingzhihu and the Target Group contained in this announcement, and confirms,

having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him, Beijing Jingzhihu and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

1Note: It was disclosed in the Announcement that Beijing Jingzhihu was controlled by Zhong Bei Property Development Co. Ltd.* (中北房地產開發有限公司), a company wholly-owned by Jinxue Chen (陳進 學). As of the date of this announcement, Beijing Jingzhihu is controlled by Beijing Jingzhihu Property Co. Ltd.* (北京靜之湖置業有限公司), another company wholly-owned by Jinxue Chen (陳進 學).

As at the date of this announcement, the general partner of Shanghai Chenggao is Beijing Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公司). The directors of Beijing Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公司) are Mr.

Xiang Li, Mr. Tao Ren and Mr. Honghan Ye.

The directors of Beijing Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公

司), jointly and severally accept full responsibility for the accuracy of the information

relating to them, Shanghai Chenggao and the Target Group contained in this announcement,

and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed by them, Shanghai Chenggao and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the general partner of Wenzhou Xina is Ms. Lifang Zhou.

The general partner of Wenzhou Xina accepts full responsibility for the accuracy of the information relating to her, Wenzhou Xina and the Target Group contained in this announcement, and confirms, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed by her, Wenzhou Xina and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the sole director of Shenzhen Zhongjiu is Mr. Zhongjie Luan.

The sole director of Shenzhen Zhongjiu accepts full responsibility for the accuracy of the information relating to him, Shenzhen Zhongjiu and the Target Group contained in this announcement, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him, Shenzhen Zhongjiu and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the sole director of Qingdao Yuantai is Mr. Bo Gao.

The sole director of Qingdao Yuantai accepts full responsibility for the accuracy of the information relating to him, Qingdao Yuantai and the Target Group contained in this announcement, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him, Qingdao Yuantai and the Target Group in this announcement have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

As at the date of this announcement, the directors of Jianlong Biotech are Mr. Haibiao Hao, Ms. Caiyu Tian, Mr. Yongming Hao, Mr. Yinchun Tian, Mr. Longfei Li, Mr. Huiping Li and Mr. Pengfei Liao.