GRO [AGRIA] 20-F: John Layburn, Chief Financial Officer Phone: +86 (10)
[John Layburn, Chief Financial Officer Phone: +86 (10) 8438 1031 Email: john.layburn@agriacorp.com David Pasquale, Senior Vice President Phone: +1 914 337 1117 Email: david.pasquale@agriacorp.com Room 1206, Huantai Building Two Park Place Bronxville, New York 10708 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of Each class Name of Each Exchange on Which Registered American Depositary] [List of Subsidiaries Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd PRC Agria Group Ltd British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Ltd Hong Kong Agria Asia Investment Ltd. (formerly Southrich Limited) British Virgin Islands Agria (Singapore) Pte. Ltd British Virgin Islands Agria Corporation] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, John Layburn, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xie Tao Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. John Layburn Chief Financial Officer] [[Letterhead of King & Wood Mallesons] October 10, 2012 Agria Corporation Ladies and Gentlemen: Yours faithfully, King & Wood Mallesons] [[Letterhead of Maples and Calder] Our ref DLK\630408\5642160v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Agria Corporation Room 1206, Huantai Building 10 October 2012 Dear Sir Agria Corporation Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Agria Corporation, an exempted limited liability company incorporated in the Cayman Islands (the "] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S−8 No. 333−153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated June 29, 2010 (except for Note 6 and Note 22, as to which the date is October 10, 2012), with respect to the consolidated] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 10, 2012, on the consolidated financial statements of Agria Corporation, which report appears in the this Annual Report on Form 20-F for]