10:02     CHINA AGROTECH<01073> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
    CHINA AGROTECH HOLDINGS LIMITED                                           
    *                                                                         
    (Incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock code: 1073)                                                        
                                                                              
    Discloseable Transaction                                                  
    Establishment of the JV Company in the PRC                                
                                                                              
    Financial adviser to the Company                                          
                                                                              
    Ample Capital Limited                                                     
                                                                              
                                                                              
    On 22 December 2004, the JV Parties entered into the                      
    Agreement in relation to the establishment of the JV                      
    Company to be engaged in the business of chemical                         
    fertilizers, pesticides, agricultural equipment,                          
    plant protection technical services, agricultural                         
    technical training, property rental management and                        
    other permitted agricultural related services.                            
                                                                              
    Pursuant to the Agreement, the registered capital of                      
    the JV Company shall be RMB60,000,000 (approximately                      
    HK$56,604,000) which will be contributed as to                            
    RMB27,600,000 (approximately HK$26,038,000) in                            
    assets and cash, representing 46% of its registered                       
    capital, by Hunan Xiangnong, RMB27,000,000                                
    (approximately HK$25,472,000) in cash, representing                       
    45% of its registered capital, by Fujian Agrotech and                     
    RMB5,400,000 (approximately HK$5,094,000) in cash,                        
    representing 9% of its registered capital, by Xiamen                      
    Genben. Following the capital injection, the Group                        
    will have an aggregate 54% interest in the JV Company.                    
                                                                              
    The establishment of the JV Company constitutes a                         
    discloseable transaction of the Company under the                         
    Listing Rules. A circular containing among other                          
    things, details of the establishment of the JV Company                    
    and information of the Company, will be dispatched                        
    to the Shareholders within 21 days from the date of                       
    this announcement.                                                        
                                                                              
    THE AGREEMENT                                                             
                                                                              
    The Company announces that on 22 December 2004, the                       
    JV Parties entered into the Agreement in relation to                      
    the establishment of the JV Company. Principal terms                      
    of the Agreement is set out below.                                        
                                                                              
    The JV Company                                                            
                                                                              
    *(Hunan Xiangnong Agricultural                                            
    Resources Trading Co., Ltd.), an equity joint venture                     
    to be established in the PRC pursuant to the Agreement.                   
    The JV Company will be established using the existing                     
    business registration of Hunan Xiangnong Trading but                      
    the JV Company will be trading under a new name and                       
    new set of accounts that are not related to those of                      
    Hunan Xiangnong Trading. Hunan Xiangnong Trading is                       
    a subsidiary of Hunan Xiangnong and is mainly engaged                     
    in the letting and sales of properties of a large                         
    agricultural resources wholesale market. Assets to                        
    be injected into the JV Company by Hunan