[TABLE OF CONTENTS INTRODUCTION 1 PART I 2 ITEM 1. Identity of Directors, Senior Management and Advisers 2 ITEM 2. Offer Statistics and Expected Timetable 2 ITEM 3. Key Information 2 ITEM 4. Information on the Company 25 ITEM 4A. Unresolved Staff Comments 40 ITEM 5. Operating and Financial Review and Prospects], [EXCLUSIVE TECHNOLOGY DEVELOPMENT, TECHNOLOGY SUPPORT AND TECHNOLOGY this Contract This Exclusive Technology Development, Technology Support and Technology Services Contract (hereinafter referred to as BETWEEN: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Shenzhen Guanli Agricultural Technology Co., Ltd.], [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A], [English Translation for Reference EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Li Juan, a citizen of the], [English Translation for Reference EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023], [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Guanli, receive any dividends, bonuses or], [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr.GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of China and the Articles], [STATEMENT OF SPOUSE Name: GUANGLIN LAI This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends,], [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A], [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address:], [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A], [English Translation for Reference EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Li Juan, a citizen of the], [English Translation for Reference EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023], [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Guanli, receive any dividends, bonuses or], [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr.GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of China and the Articles], [STATEMENT OF SPOUSE Name: GUANGLIN LAI This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends,], [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Cui Yachao with ID card number: 220104195612155017 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A], [English Translation for Reference EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Cui Yachao, a citizen of the], [English Translation for Reference EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC], [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Cui Yachao, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Guanli, receive any dividends, bonuses or], [POWER OF ATTORNEY China Guanli I, Cui Yachao, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr.GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of China and the Articles], [STATEMENT OF SPOUSE Name: Zhang Aiying This is to confirm that I, as the spouse of Cui Yachao, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Cui Yachao in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends,], [English Translation for Reference EQUITY TRANSFER AGREEMENT Party A Transferor: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as th Address: Unit 8, 17 Legal Representative: LAI GUANGLIN Position: Executive Director Authorized Agent: Zhang Hui Position: Administrator Party B Transferee: Li Juan (hereinafter referred to as Address: No.10, Yanglian Street, Yingshan Office, Guangshui, Hubei], [English Translation for Reference Supplemental Agreement to Loan Contract November3, 2009 SUPPLEMENTAL AGREEMENT TO LOAN CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao with ID card number: 220104195612155017 Party C: Chen Jiezhen with ID card number: 440106197702170360 WHEREAS: 1.Party A and Party B entered into the Loan Contracts on August4,], [English Translation for Reference Loan Contract November3, 2009 LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Chen Jiezhen with ID card number: 440106197702170360 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly], [English Translation for Reference Equity Pledge Contract Nov 3, 2009 EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen], [English Translation for Reference Exclusive Call Option Contract Nov 3, 2009 EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, a citizen of the PRC with ID card number: 440106197702170360 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd.], [English Translation for Reference LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Chen Jiezhen, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Guanli, receive], [English Translation for Reference POWER OF ATTORNEY China Guanli I, Chen Jiezhen, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr.GUANGLIN LAI (passport number: E1037693K) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of], [English Translation for Reference EQUITY TRANSFER AGREEMENT Party A Transferor: Cui Yachao (hereinafter referred to as Address: Team No.341, Xinyi Road Committee, Hongqi Street, Chaoyang District, Changchun ID Card No.: 220104195612155017 Telephone No.: 13603076066 Party B Transferee: Chen Jiezhen (hereinafter referred to as th Address: Units 1 and 8, 17 ID Card No.: 440106197702170360], [English Translation for Reference EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as BETWEEN: Party A: Pledgee Aero Biotech Science & Technology Co., Ltd. (hereinafter also referred to as the Address: Block 16, No.26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing; Party B: Pledgor], [English Translation for Reference EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Aero Biotech Science & Technology Co., Ltd. Address: Block 16, No.26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing Party B: Huang Hua, ID card number: 110108196204292252; P3A Party C: Taiyuan Primalights III], [English Translation for Reference LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China P3A Huang Hua, a citizen of the Peoples Republic of China (hereinafter referred to as Agria China The above shareholder hereby irrevocably undertakes to Aero Biotech Science & Technology Co., Ltd. (hereinafter referred to as Once I, as a shareholder of P3A,], [English Translation for Reference POWER OF ATTORNEY China P3A I, Huang Hua, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr.ZHIXIN XUE (Chinese ID card number: 140102621023081) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the], [List of Subsidiaries Name Place of Incorporation Agria Group Limited British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia Investments Limited British Virgin Islands Agria (Singapore) Pte. Ltd. Singapore Aero Biotech Science & Technology Co., Ltd. PRC Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Limited], [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements], [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements], [Certification by the Chief Executive Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Xie Tao Name: Xie Tao Title: Chief Executive Officer c02695exv13w1.htm 38 EX-13.1], [Certification by the Chief Financial Officer (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Christopher Boddington Name: Christopher Boddington Title: Chief Financial Officer c02695exv13w2.htm 39 EX-13.2], [[Letterhead of Commerce & Finance Law Offices] June 29, 2010 Agria Corporation Ladies and Gentlemen: Sincerely yours, c02695exv15w1.htm 40 EX-15.1], [[Letterhead of Maples and Calder] Our ref GDK/JLL/630408/3932871v1 Direct tel +852 2971 3090 Email jo.lit@maplesandcalder.com Agria Corporation 29 June2010 Dear Sirs, Re: Agria Corporation (the Company) Yours faithfully, /s/ Maples and Calder c02695exv15w2.htm 41 EX-15.2], [[Letterhead of DLA Piper UK LLP Beijing Representative Office] Agria Corporation June 28, 2010 VIA EMAIL Dear Sirs, Yours sincerely, /s/ DLA Piper UK LLP Beijing Representative Office c02695exv15w3.htm 42 EX-15.3], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our reports dated June 29, 2010, with respect to the consolidated financial statements of Agria Corporation and the effectiveness of internal control]