[Table of Contents TABLE OF CONTENTS PART I Description of the Securities to be Registered Item1. Available Information Item2. PART II Item3. Undertakings Item4. EX-99.1: FORM OF DEPOSIT AGREEMENT EX-99.2: FORM OF LETTER FROM THE DEPOSITARY EX-99.3: OPINION OF CLIFFORD CHANCE LLP Table of Contents PART I INFORMATION REQUIRED IN PROSPECTUS], [CC Draft (2): September21, 2007 AGRIA CORPORATION AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of [ TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares. 1 SECTION 1.02 Commission. 2 SECTION 1.03 Company. 2 SECTION 1.04], [Agria Corporation Re: Deposit Agreement dated as of Ladies and Gentlemen: We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement. We confirm that we currently do not, and do not intend to, make any Pre-Release to any], [October24, 2007 The Bank of New York Dear Sirs: Agria Corporation (incorporated under the laws of the Cayman Islands) Nothing contained herein or in any document referred to herein is intended by this firm to be used, and the addressee hereof cannot use anything contained herein or in any document referred to herein, as tax]