CERTAIN MATTERS RELATING TO THE NON-COMPETITION DEED

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1 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) CERTAIN MATTERS RELATING TO THE NON-COMPETITION DEED This is an announcement voluntarily made by the Company in connection with certain matters relating to the Non-competition Deed. COFCO s 20.74% equity interest in COFCO Biochemical to be transferred to Starry Hong Kong will continue to constitute Retained Interests under the Non-competition Deed. The effective date of the Retained Interests will remain unchanged. THE NON-COMPETITION DEED COFCO, COFCO (HK) and the Company entered into the Non-competition Deed on 16 February 2007, pursuant to which each of COFCO and COFCO (HK) undertook that other than certain Retained Interests, and for so long as COFCO and its associates in aggregate hold not less than 30% of the issued share capital of the Company, they would not, and would procure that none of their subsidiaries (other than the Company and its subsidiaries) will, at any time, either on their own behalf or as agent of any person, directly or indirectly, be employed or otherwise engaged or interested in any business which competes with the business of the Company or any part of it in any country in the world in which the Company carries on its business from time to time. If COFCO or COFCO (HK) (and its subsidiaries) intends to transfer to any third party (other than COFCO and COFCO (HK), and their respective subsidiaries) any direct or indirect interest in any of the Retained Interests, the Company shall enjoy pre-emptive rights. For more details please refer to the section headed Relationship with COFCO and COFCO International in the prospectus of the Company dated 8 March

2 COFCO BIOCHEMICAL COFCO Biochemical is a joint stock limited company incorporated in the PRC with its main business being production and sales of fuel ethanol and other biochemical products including citric acid, L-lactic acid, amino acid and ethylene oxide. Before the completion of the Proposed Intra-Group Reorganisation, COFCO holds 20.74% equity interest in COFCO Biochemical. THE PROPOSED INTRA-GROUP REORGANISATION BY COFCO COFCO entered into the Share Transfer Agreement with Starry Hong Kong, pursuant to which COFCO will transfer its 20.74% equity interest in COFCO Biochemical to Starry Hong Kong subject to satisfaction of certain conditions. The proposed share transfer is still subject to approvals by the State-owned Assets Supervision and Administration Commission of the State Council. The shareholding structure immediately before and after the completion of the Proposed Intra- Group Reorganisation is as follows: Immediately before the completion of the Proposed Intra-Group Reorganisation: COFCO 20.74% COFCO Biochemical 2

3 Immediately after the completion of the Proposed Intra-Group Reorganisation: COFCO COFCO (HK) Starry Horizon Limited Core Success Limited Starry Hong Kong 20.74% COFCO Biochemical IMPLICATIONS UNDER THE NON-COMPETITION DEED Pursuant to the Non-competition Deed and its schedule, the 20.74% equity interest COFCO holds in COFCO Biochemical are Retained Interests. However, the Company is not entitled to any pre-emptive rights in the Proposed Intra-Group Reorganisation because the transfer of the Retained Interests is within COFCO group. 3

4 Assuming the conditions to the Share Transfer Agreement are appropriately satisfied, upon the completion of the Proposed Intra-Group Reorganisation of COFCO, the 20.74% equity interest to be transferred to Starry Hong Kong will continue to constitute Retained Interests under the Non-competition Deed. As a result, the Company will continue to enjoy the options and the pre-emptive rights granted by COFCO and COFCO (HK) under the Non-competition Deed. The effective date of the Retained Interests will remain unchanged, being 3 April DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Board The Board of Directors of the Company; COFCO COFCO Corporation, a wholly state-owned company established in the PRC in September 1952 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 (HK) COFCO (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability, a controlling shareholder of the Company and a directly wholly owned subsidiary of COFCO; COFCO Biochemical COFCO Biochemical (Anhui) Co., Ltd, before 26 April 2011 known as Anhui BBCA Biochemical Co., Ltd, a joint stock limited company incorporated in the PRC, in which COFCO holds 20.74% equity interest; Company China Agri-Industries Holdings Limited, a company incorporated on 18 November 2006 with limited liability under the laws of Hong Kong; Non-competition Deed The non-competition deed entered into among COFCO, COFCO (HK) and the Company on 16 February 2007; 4

5 PRC The People s Republic of China; Proposed Intra-Group Reorganisation The proposed transfer of 20.74% equity interest in COFCO Biochemical by COFCO to Starry Hong Kong; Retained Interests The businesses under possession of COFCO and/or COFCO (HK) which competes with the Company, details of which have been set out in the schedule of the Non-competition Deed. Particulars of the Retained Interests have been disclosed in the section headed Relationship with COFCO and COFCO International in the prospectus of the Company dated 8 March 2007; Share Transfer Agreement The share transfer agreement entered into between COFCO and Starry Hong Kong; Starry Hong Kong Starry Hong Kong Limited, a company incorporated on 3 May 2011 with limited liability under the laws of Hong Kong, a wholly owned subsidiary of COFCO. By Order of the Board China Agri-Industries Holdings Limited NING Gaoning Chairman Hong Kong, 19 September 2011 As at the date of this announcement, the Board comprises Mr. NING Gaoning as chairman of the Board and a non-executive director; Mr. YU Xubo, Mr. LU Jun and Mr. YUE Guojun as executive directors; 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. 5