10:03     CHINA AGROTECH<01073> - Announcement (2)                            

    Xiangnong are already held by Hunan Xiangnong Trading.                    
    Following the establishment of the JV Company, Hunan                      
    Xiangnong Trading shall cease to operate.                                 
                                                                              
    The JV Parties                                                            
                                                                              
    (i)     Hunan Xiangnong, a company incorporated in the                    
    PRC. Hunan Xiangnong and its ultimate beneficial                          
    owners are third parties independent of the Company                       
    and its connected persons (as defined in the Listing                      
    Rules) and are not connected persons of the Company.                      
    It is principally engaged in the trading of                               
    agricultural resources products.                                          
                                                                              
    (ii)    Fujian Agrotech, a company incorporated in the                    
    PRC and an indirect wholly owned subsidiary of the                        
    Company.                                                                  
                                                                              
    (iii)   Xiamen Genben, a company incorporated in the PRC                  
    and an indirect wholly owned subsidiary of the                            
    Company.                                                                  
                                                                              
    Registered capital of the JV Company                                      
                                                                              
    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 by the JV                        
    Parties as follows.                                                       
                                                                              
    (a)     Hunan Xiangnong shall inject RMB27,600,000                        
    (approximately HK$26,038,000) in assets (including                        
    a property in Hunan (*), the PRC used as a wholesale                      
    market by various agricultural resources                                  
    distributors) and cash, representing 46% of its                           
    registered capital, into the JV Company. The amount                       
    of RMB27,600,000 (approximately HK$26,038,000) is                         
    calculated based on the discounted fixed assets and                       
    cash of Hunan Xiangnong Trading of approximately                          
    RMB35,640,000 (approximately HK$33,623,000) and                           
    RMB2,460,000 (approximately HK$2,321,000)                                 
    respectively less bank loan of approximately                              
    RMB10,500,000 (approximately HK$9,906,000). The                           
    discounted fixed assets of Hunan Xiangnong Trading                        
    is derived from the value of its fixed assets in a                        
    valuation report prepared by *                                            
     (Xiangtan Guoxin Certified Public Accountants Co.,                       
    Ltd.) of approximately RMB50,910,000 (approximately                       
    HK$48,028,000) with a discount of 30% applied to it.                      
    The 30% discount is mutually agreed after arm's length                    
    negotiation.                                                              
                                                                              
    (b)     Fujian Agrotech shall inject RMB27,000,000                        
    (approximately HK$25,472,000) in cash, representing                       
    45% of its registered capital, into the JV Company.                       
                                                                              
    (c)     Xiamen Genben shall inject RMB5,400,000                           
    (approximately HK$5,094,000) in cash, representing                        
    9% of its registered capital, into the JV Company.                        
                                                                              
    The total initial investment by the JV Parties in the                     
    JV Company will be RMB60,000,000 (approximately                           
    HK$56,604,000). Following the establishment of the                        
    JV Company, the Group will have an aggregate 54%                          
    interest in the JV Company. As the Group has                              
    controlling interest in the JV Company and majority                       
    representation in the board of the JV Company, it will                    
    be treated as a non-wholly owned subsidiary of the                        
    Company.                                                                  
                                                                              
    Business of the JV Company                                                
                                                                              
    The JV Company is to be engaged in the business of                        
    chemical fertilizers, pesticides, agricultural