[] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by Special Resolution on July 16, 2010 ) THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [Le Gaga Holdings Limited 8 October 2010 Dear Sirs Le Gaga Holdings Limited Company Registration Statement Ordinary Shares We have acted as Cayman Islands legal advisers to Le Gaga Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the Certificate of Incorporation] [October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: ADSs Ordinary Shares Act Commission Registration Statement In connection with the public offering of American Depositary Shares (“ The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our] [SERIES A PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder , Investors Investor THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS : A. The Company owns and controls the businesses of the Subsidiaries; Series A Shares B. The Company desires to issue and sell to the Investors and the] [SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary A HK Subsidiary B HK Subsidiaries PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder Investors Investor THIS SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS A. The Company owns and controls the businesses of the Subsidiaries; Series A1 Shares B. The Company desires to issue and sell to] [Dated March 21, 2008 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1 AGREEMENT TO PURCHASE AND SELL SHARES 3 2 CLOSINGS; DELIVERY 3 3 3 4 13 5 COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 13 6 16 7 18 8 MISCELLANEOUS 18 [Series B Share Subscription Agreement] CHINA LINONG INTERNATIONAL LIMITED SERIES B PREFERRED] [Dated December 22, 2009 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1. AGREEMENT TO PURCHASE AND SELL SHARES 3 2. CLOSINGS; DELIVERY 3 3. 4 4. 13 5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 14 6. 16 7. 17 8. MISCELLANEOUS 17 CHINA LINONG INTERNATIONAL LIMITED SERIES B1 PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS] [THIS SHARE PURCHASE AGREEMENT Between: (1) PreIPO CAPITAL PARTNERS LIMITED PreIPO (2) MADE IN CHINA LTD., MIC Whereas: SSA Shares Company (B) PreIPO wishes to nominate MIC as the subscription party of the Shares, MIC has agreed to accept such nomination and purchase the Shares, on the terms and conditions set out in this Agreement. Now, Therefore 1. Interpretation mutatis] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to “Agreement” THIS SHARE PURCHASE AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Purchasers” (3) Sequoia Capital China Growth Fund I, L.P., “Seller” Parties “Party” (the foregoing parties collectively, the “] [ACCESSION AGREEMENT in relation to “Agreement” THIS ACCESSION AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Transferees A” (3) Made In China Ltd., “Transferee B” “Transferees” (4) China Linong International Limited “Company” (5) Land V. Group Limited, “BVT Subsidiary” (6) Land V.] [SHARE TRANSFER AGREEMENT THIS AGREEMENT BETWEEN (1) Natural Scent Limited Seller (2) Chic Holdings Limited Buyer IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “ Companies Ordinance “ Company “ Completion “ Encumbrance “ HK$ “ Hong Kong “ 1 Proceedings “ Purchase Price “ “ Transfer Shares “ US$ “] [SHARE TRANSFER AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITED THIS AGREEMENT BETWEEN (1) Natural Scent Limited, “Seller” (2) Lu Rong “Buyer” IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “Companies Ordinance” “Company” “Completion” “Encumbrance” HK$ “ “Hong Kong” Proceedings “ “Purchase Price” 1 “Transfer Shares US$ “ 1.2 Interpretation] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Sequoia Capital China Growth Fund I, L.P. Sequoia Capital China Growth Partners Fund I, L.P. Sequoia Capital China GF Principals Fund I, L.P. Purchasers (2) Sequoia Capital China I, L.P. Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China] [Dated July 16, 2010 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT TABLE OF CONTENTS 1. INFORMATION RIGHTS; BOARD REPRESENTATION 3 2. REGISTRATION RIGHTS 5 3. RIGHT OF PARTICIPATION 15 4. TRANSFER RESTRICTIONS 18 5. ASSIGNMENT AND AMENDMENT 24 6. CONFIDENTIALITY AND NON-DISCLOSURE 25 7. PROTECTIVE PROVISIONS 26 8. USE OF PROCEEDS 28 9. GENERAL PROVISIONS 30 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’] [LOAN AGREEMENT BETWEEN DEG — DEUTSCHE INVESTITIONS- UND ENTWICKLUNGSGESELLSCHAFT MBH (hereinafter “DEG”) and CHINA LINONG INTERNATIONAL LIMITED (hereinafter the “BORROWER”) 2 TABLE OF CONTENTS Article 1 3 Article 2 3 Article 3 5 Article 4 6 Article 5 8 Article 6 10 Article 7 10 Article 8 11 Article 9 11 Article 10 12 Article 11 13 Article 12 13] [DEG — Deutsche Investitions- und October 22, 2009 Share Retention Letter by Mr. Ma Shing Yung with regards to the Loan Agreement between DEG — Deutsche Investitions- und Entwicklungsgesellschaft mbH (“DEG”) and China Linong International Limited (the “Company”) Dear Sir or Madam, I confirm that I am a Hong Kong citizen whose private address is FLAT2, 16/F, TOWER1, THE METROPOLIS] [LE GAGA HOLDINGS LIMITED ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga Holdings Limited 2010 Share Incentive Plan (the “ ARTICLE 2. DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [LE GAGA HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga Holdings Limited 2009 Share Incentive Plan (the “ ARTICLE 2. DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [EMPLOYMENT AGREEMENT Agreement” Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and upon the] [LAND LEASE CONTRACT Party A: Agricultural Development Office of Guyuan County, Hebei Province Party B: Land V. Ltd (Zhangjiakou) In accordance with the relevant laws, regulations and policies of the People’s Republic of China currently in force, Party A agrees to lease out an arable land and ancillary facilities to Party B for its operation. Party A undertakes that Party] [LAND SUB-LEASE CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Based on the principles of equality and mutual benefits, Party A and Party B have, after friendly consultation, reached the following agreement in respect of the sub-leasing of the lands leased by Party A at Shenshan Village, Longyi Village, Long’er Village and Shijia Village in Jingdu Town,] [AMENDMENT AGREEMENT TO THE MAIN CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Party C: Linong Agriculture Technology (Shantou) Co. Ltd 1. Party A, Party B and Party C, after consultation, agree with respect to the Land Sub-Lease Contract signed by Party A and Party B on June 14, 2005 (hereinafter named as “Contract”, currently with actual] [Technology Development Contract Name of the Project: “Linong Planting Mode and Management” System Entrusting Party: China Linong International Limited (Party A) Research Beijing Research Center for Information Developer: Technology in Agriculture (Party B) Contract Law of the People’s Republic of China, Vegetable Logistics Management System for Huidong Base of China Linong In accordance with the requirements of the I. Description] [No. Company Jurisdiction 1. China Linong International Limited British Virgin Islands 2. Land V. Group Limited British Virgin Islands 3. Land V. Limited Hong Kong 4. Hong Kong Linong Limited Hong Kong 5. Land V. Ltd (Fujian) PRC 6. Land V. Ltd (Zhangjiakou) PRC 7. Xiamen Land V. Group Co. Ltd PRC 8. Fuzhou Land V. Group Co. Ltd PRC] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [[Trend Associates Letterhead] October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: Sincerely yours, Hou Li, for and on behalf of Trend Associates EX-23.4 28 h04342exv23w4.htm EX-23.4] [[Avista Valuation Advisory Limited letterhead] October 7, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE AVISTA VALUATION ADVISORY LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.5 29 h04342exv23w5.htm EX-23.5] [[Asset Appraisal Limited letterhead] 7 October, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE ASSET APPRAISAL LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.6 30 h04342exv23w6.htm EX-23.6] [[Jones Lang LaSalle Sallmanns letterhead] 8 October 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE JONES LANG LASALLE SALLMANNS VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.7 31 h04342exv23w7.htm EX-23.7] [Frost & Sullivan th October 8 Le Gaga Holdings Limited Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated August 26, 2010 commissioned by Le Gaga Holdings Limited (the Yours very truly, EX-23.8 32 h04342exv23w8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.9 33 h04342exv23w9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.10 34 h04342exv23w10.htm EX-23.10] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors th Dated this 8 Dear Sirs, Yours faithfully, Li-Lan Cheng EX-23.11 35 h04342exv23w11.htm EX-23.11]