[TABLE OF CONTENTS INTRODUCTION 1 PART I 2 ITEM 1. Identity of Directors, Senior Management and Advisers 2 ITEM 2. Offer Statistics and Expected Timetable 2 ITEM 3. Key Information 2 ITEM 4. Information on the Company 25 ITEM 4A. Unresolved Staff Comments 42 ITEM 5. Operating and Financial Review and Prospects], [011-Loan Contract 20130313 English Translation for Reference Loan Contract Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Lai Fulin with ID card number: [Redacted] Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly consultation:], [011-Equity Transfer Agreement 20130313 EQUITY TRANSFER AGREEMENT Transferor: Party A (hereinafter referred to as Transferee: Party B (hereinafter referred to as Joint Venture Shenzhen Guanli Agricultural Technology Co., Ltd. (hereinafter referred to as the I. Equity Transfer Price, and its Payment Period and Method: 1.Party A owns 5% equity interest in the Joint Venture. In], [011-Supplemental Agreement to Loan Contract 20130507 Supplemental Agreement to Loan Contract Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, with ID card number: [Redacted] Party C: Lai Fulin, with ID card number: [Redacted] Whereas: 1.Party A and Party B entered into the Loan Contracts on July 11, 2011 for an amount], [011-Equity Pledge Contract 20130507 English Translation for Reference Equity Pledge Contract this Contract This Equity Pledge Contract (hereinafter referred to as Between: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Pledgor Party B: Lai Fulin, a citizen of the PRC with ID card number: [Redacted] (hereinafter also referred], [011-Exclusive Call Option Contract 20130507 English Translation for Reference Exclusive Call Option Contract Exclusive Call Option Contract this Contract This by and among: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Lai Fulin, a citizen of the PRC with ID], [Letter of Undertaking It is hereby undertaken that: China Lai Fulin, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Zhongguan, receive any dividends, bonuses or other], [Power of Attorney China Zhongguan I, Lai Fulin, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr. GUANGLIN LAI (passport number: [Redacted]) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of China and the], [Statement of Spouse Name: Jiang Liling ID Card Number: [Redacted] This is to confirm that I, as the spouse of Lai Fulin, hereby unconditionally and irrevocably represent to Shenzhen Zhongguan Agricultural Group Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Lai Fulin in Shenzhen Zhongguan Agricultural Group Co.,], [List of Subsidiaries As of June 30, 2013 Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd. PRC Agria Group Limited (formerly known as Aero-Biotech Group Limited) British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia International Limited Hong Kong Agria Hong Kong Limited Hong Kong], [Certification by the Executive Chairman of the Board of Directors I, Guanglin Lai, 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], [Certification by the Chief Financial Officer I, Patrick Wai Yip Tsang, 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], [Certification by the Executive Chairman of the Board of Directors (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Guanglin Lai Name: Guanglin Lai Title: Executive Chairman of the Board of Directors v355645_ex13-1.htm 13 EX-13.1], [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. /s/ Patrick Wai Yip Tsang Name: Patrick Wai Yip Tsang Title: Chief Financial Officer v355645_ex13-2.htm 14 EX-13.2], [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 18, 2013, on the consolidated financial statements of Agria Corporation, which report appears in this Annual Report]