China Agri Industries : General Mandates to Issue New Shares and to Buy-back Shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Agri-Industries Holdings Limited, you should at once hand this circular, together with the enclosed proxy form to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 606)

GENERAL MANDATES TO ISSUE NEW SHARES

AND TO BUY-BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Agri-Industries Holdings Limited to be held at Crystal Ballroom, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 31 May 2019 at 10:00 a.m. (or any adjournment thereof) is set out on pages 18 to 21 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the meeting or any adjournment thereof (i.e. before Hong Kong time 10:00 a.m. on Wednesday, 29 May 2019). Completion and return of the proxy form shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting in person should you so wish.

Hong Kong, 25 April 2019

	CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1. Introduction . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2.Adoption of the Audited Consolidated Financial Statements and

	the Reports of the Directors and the Auditor . . . . . . . . . . . . . . . . . . . . . .			4
3.	Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
4.	Share Issue Mandate and Share Buy-back Mandate . . . . . . . . . . . . . . . . . .			4
5.	Extension of the Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
6.	Re-electionof Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
7.	Re-appointmentof Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
9.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Appendix I		-	Explanatory Statement on the Share Buy-back Mandate . . .	8
Appendix II		-	Details of the Directors proposed to be re-elected at
			the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .				18

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	DEFINITIONS
"Annual General Meeting"	annual general meeting of the Company to be held at
	Crystal Ballroom, Level B3, Holiday Inn Golden Mile
	Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon,
	Hong Kong on Friday, 31 May 2019 at 10:00 a.m., notice
	of which is set out on pages 18 to 21 of this circular
"Annual Report 2018"	the annual report of the Company for the year ended 31
	December 2018
"Board"	board of Directors (or a duly authorised Board committee
	thereof)
"COFCO"	COFCO Corporation (中糧集團有限公司), a state-owned
	company established in the PRC currently under the
	purview of the State-owned Assets Supervision and
	Administration Commission of the State Council of the
	PRC, the ultimate controlling shareholder of the Company
"COFCO Group"	COFCO and/or its subsidiaries
"COFCO (HK)"	COFCO (Hong Kong) Limited (中糧集團(香港)有限公司),
	a company incorporated in Hong Kong with limited
	liability, a controlling shareholder of the Company and a
	directly wholly-owned subsidiary of COFCO
"Companies Ordinance"	Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
"Company"	China Agri-Industries Holdings Limited (stock code: 606),
	a company incorporated in Hong Kong with limited
	liability, the shares of which are listed on the main board
	of the Stock Exchange
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	17 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information included herein

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	the share(s) of the Company
"Share Buy-back Mandate"	a general and unconditional mandate proposed to be
	granted at the Annual General Meeting to the Directors to
	exercise all the powers of the Company to buy-back
	Shares
"Share Issue Mandate"	a general and unconditional mandate proposed to be
	granted at the Annual General Meeting to the Directors to
	exercise all the powers of the Company to issue, allot and
	otherwise deal with new Shares
"Shareholder(s)"	holder(s) of Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission
"HK$"	Hong Kong dollars
"%"	per cent.

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LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability)

(Stock Code: 606)

Chairman and Non-executive Director:	Registered office:
LUAN Richeng	31st Floor
	COFCO Tower
Executive Directors:	262 Gloucester Road
WANG Zhen (Managing Director)	Causeway Bay
XU Guanghong	Hong Kong
HUA Jian
Non-executive Directors:
JIA Peng
MENG Qingguo
Independent Non-executive Directors:
LAM Wai Hon, Ambrose
Patrick Vincent VIZZONE
ONG Teck Chye
	25 April 2019
To the Shareholders
Dear Sir/Madam,

GENERAL MANDATES TO ISSUE NEW SHARES

AND TO BUY-BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the following resolutions to be proposed at the Annual General Meeting which is to be convened for the purposes of considering and, if thought fit, approving, among other things, the following ordinary resolutions:

(a)the granting of the Share Issue Mandate and Share Buy-back Mandate to the Directors to issue new Shares and buy-back Shares;

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