Chaoda Modern Agriculture Holdings Ltd.HKEX: 682

Poll results of the adjourned 2011 annual general meeting held on 17 december 2015

· Issued by Chaoda Modern Agriculture Holdings Ltd.
a9f072d2-e51e-481d-8ae3-388b67be7416.pdf

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POLL RESULTS OF THE ADJOURNED 2011 ANNUAL GENERAL MEETING HELD ON 17 DECEMBER 2015

Reference is made to the circular (the "Circular") of Chaoda Modern Agriculture (Holdings) Limited (the "Company") dated 18 November 2015. Unless otherwise defined, all capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

POLL RESULTS

At the Adjourned 2011 Annual General Meeting held on 17 December 2015, the proposed resolution as set out in the notice of Adjourned 2011 Annual General Meeting dated 18 November 2015 was taken by poll.

The Board announces that the poll results in respect of the proposed resolution are as follows:

Ordinary Resolution

Number of votes (%)*

For

Against

1.

To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of directors and the auditors of the Company for the financial year ended 30 June 2011.

699,335,344

(62.85%)

413,420,132

(37.15%)

As more than 50% of the votes were cast in favour of the above resolution, such resolution was duly passed as an ordinary resolution.

* All percentages were rounded to 2 decimal places.

The total number of Shares in issue as at the date of the Adjourned 2011 Annual General Meeting was 3,291,302,491 Shares.

At the 2011 Annual General Meeting held on 30 December 2011, the total number of Shares then in issue was 3,291,302,491, which were the total number of Shares entitling the then Shareholders to attend and vote on the resolution proposed at the Adjourned 2011 Annual General Meeting. There was no restriction on these eligible Shareholders to cast votes on the resolution proposed at the Adjourned 2011 Annual General Meeting.

No party has stated its/his/her intention in the Circular to vote against or to abstain from voting on the resolution proposed at the Adjourned 2011 Annual General Meeting.

Tricor Abacus Limited, the share registrar and transfer office of the Company, acted as the scrutineer for the vote-taking at the Adjourned 2011 Annual General Meeting.

RETIREMENT OF AN EXECUTIVE DIRECTOR AND CHANGE OF MEMBER OF REMUNERATION COMMITTEE

Article 116 of the Articles of Association specifies that a retiring director shall retain office until the close of the meeting at which he retires. Following the conclusion of the Adjourned 2011 Annual General Meeting, Mr. Chen Jun Hua ("Mr. Chen") retired as an executive Director, and will no longer take the role as a member of the Remuneration Committee of the Board, with effect from the close of the Adjourned 2011 Annual General Meeting. Mr. Chen continues to serve as the Vice President of General Affairs of the Group.

Mr. Chen confirms that there is no matter relating to his retirement that needs to be brought to the attention of the Shareholders.

The Board extends its appreciation to Mr. Chen for his valuable contributions to the Company during his tenure of office.

By Order of the Board Chaoda Modern Agriculture (Holdings) Limited Kwok Ho Chairman

Hong Kong, 17 December 2015

As of the date hereof, the board of directors of the Company comprises:

Executive directors : Mr. Kwok Ho, Dr. Li Yan, Ms. Huang Xie Ying and

Mr. Kuang Qiao Non-executive director : Mr. Ip Chi Ming

Independent non-executive directors

: Mr. Fung Chi Kin, Mr. Tam Ching Ho, Professor Lin Shun Quan and Mr. Chan Yik Pun