Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2008

Nov 11, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chaoda Modern Agriculture (Holdings) Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業( 控股) 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, BONUS ISSUE OF SHARES,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Chaoda Modern Agriculture (Holdings) Limited is set out on pages 5 to 11 of this circular. A notice convening the Annual General Meeting to be held at Lounge, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Wednesday, 10 December 2008 at 10:30 a.m. is set out on pages 18 to 22 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

11 November 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Bonus Issue of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedures to demand a poll by Shareholders
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I – Information on Retiring Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . .	12
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• “2007 AGM” the annual general meeting of the Company held on Wednesday, 28 November 2007 at 10:30 a.m.;

• “2007/2008 Annual Report” the annual report of the Company for the financial year ended 30 June 2008;

• “2010 Guaranteed Senior Notes” US$225,000,000, 7.75% guaranteed senior notes due on 8 February 2010 (with no convertible right) which are listed on the Singapore Exchange Securities Trading Limited;

• “2011 Convertible Bonds” HK$1,344,000,000 zero coupon convertible bonds due on 8 May 2011 which are listed on the Stock Exchange;

• “Annual General Meeting” the annual general meeting of the Company to be held at Lounge, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Wednesday, 10 December 2008 at 10:30 a.m., notice of which is set out on pages 18 to 22 of this circular, or any adjournment thereof;

• “Articles of Association” articles of association of the Company; “associates” has the meaning ascribed to it under the Listing Rules; “Board” the board of Directors; “Bonus Issue” the proposed conditional issue of Bonus Shares to the Shareholders whose names appear on the register of members of the Company on the Record Date on the basis of one bonus share for every twenty-five existing issued Shares held on the Record Date upon and subject to the terms and conditions set out in this circular;

“Bonus Share(s)” new Share(s) to be issued by way of Bonus Issue and distributed pursuant to the Bonus Issue; “CCASS” The Central Clearing and Settlement System established and operated by HKSCC;

– 1 –

DEFINITIONS

“Company”	Chaoda Modern Agriculture (Holdings) Limited , a company incorporated
	in the Cayman Islands with limited liability, the shares of
	which are listed on the Stock Exchange;
“connected person”	has the meaning ascribed to it under the Listing Rules;
“Directors”	the directors of the Company;
“Final Dividend”	the final dividend of HK$0.032 per Share recommended
	by the Board for the financial year ended 30 June 2008;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“HKSCC”	Hong Kong Securities Clearing Company Limited;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	7 November 2008, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“PRC”	the People’s Republic of China;
“Record Date”	10 December 2008, being the date for determination of
	entitlement to the Final Dividend and Bonus Issue;
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	purchase Shares with an aggregate nominal value not
	exceeding 10% of the aggregate nominal amount of the
	share capital of the Company in issue at the date of
	passing of the relevant resolution;

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DEFINITIONS

“Retiring Directors” Directors, namely Mr. Fong Jao, Mr. Chen Jun Hua, Mr. Chan Chi Po, Andy and Professor Lin Shun Quan, shall retire from office by rotation at the Annual General Meeting and being eligible, offer themselves for re-election; “RMB” Renminbi, the lawful currency of the PRC; “SFO” Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong; “Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company; “Shareholder(s)” holder(s) of Share(s); “Share Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares, with an aggregate nominal value not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of the relevant resolution;

• “Share Option(s)” share option(s) of the Company granted to eligible participants pursuant to the Share Option Scheme;

• “Share Option Scheme” the share option scheme adopted by the Shareholders at the extraordinary general meeting of the Company held on 19 June 2002;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Takeovers Code” The Codes on Takeovers and Mergers and Share Repurchases; and “%” per cent.

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EXPECTED TIMETABLE

2008

Latest date of dealing in Shares cum entitlements to
Final Dividend and Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 3 December
First date of dealing in Shares ex entitlements to
Final Dividend and Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 4 December
Latest time for lodging transfers for entitlements to
Final Dividend and Bonus Issue . . . . . . . . . . . . . . . . . . .4:00 p.m. on Friday, 5 December
Book close period (both dates inclusive). . . . . . . . . . . . . . . . . from Monday, 8 December to
Wednesday, 10 December
Proxy forms for the Annual General Meeting to
be returned by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on Monday, 8 December
Record Date for determination of entitlement to
Final Dividend and Bonus Shares . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 10 December
Annual General Meeting . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on Wednesday, 10 December
Register of Members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 11 December
Despatch of dividend cheques and certificates
for Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 16 December
First date of dealing in Bonus Shares . . . . . . . . . . . . . .on or about Thursday, 18 December

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LETTER FROM THE BOARD

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業( 控股) 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

Executive Directors: Kwok Ho (Chairman) Ip Chi Ming Lee Yan Wong Hip Ying Fong Jao Chen Jun Hua Chan Chi Po, Andy

Independent Non-Executive Directors: Fung Chi Kin Tam Ching Ho Lin Shun Quan Luan Yue Wen

Registered Office: P.O. Box 309, Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal Office in Hong Kong: Room 2705, 27th Floor China Resources Building 26 Harbour Road Wanchai, Hong Kong

11 November 2008

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, BONUS ISSUE OF SHARES,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

It was announced on 21 October 2008, in conjunction with the announcement of the audited consolidated results of the Group for the financial year ended 30 June 2008, that an issue of new Shares of the Company by way of Bonus Issue would be proposed to the Shareholders at the Annual General Meeting. It was also announced on that date that the Directors recommended the payment of a final dividend of HK$0.032 per Share for the financial year ended 30 June 2008.

– 5 –

LETTER FROM THE BOARD

At the 2007 AGM, general mandates were given to the Directors to exercise the powers of the Company to repurchase Shares and to issue Shares. Such mandates will lapse at the conclusion of the Annual General Meeting unless they are renewed at that meeting.

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting, which include (i) the re-election of the Retiring Directors; (ii) the Bonus Issue and (iii) the grant of the Repurchase Mandate and Share Issue Mandate. Detailed explanations are provided to enable you to make an informed decision on whether to vote for or against them.

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 116A of the Articles of Association, every Director shall retire from office at an annual general meeting by rotation at least once for every three consecutive annual general meetings and the Director retired under Article 116A shall retain office until the close of the meeting at which he retires and shall be eligible for re-election. The Retiring Directors shall retire by rotation at the Annual General Meeting and being eligible, offer themselves for re-election thereat.

As at the Latest Practicable Date, one of the Retiring Directors, Professor Lin Shun Quan, has served the Company as an independent non-executive Director for more than seven years. Pursuant to the recommended best practices set out in A.4.3 of the Code on Corporate Governance Practices of Appendix 14 of the Listing Rules, it is, inter alia, stated that any further appointment of an independent non-executive director, serving more than 9 years, shall be subject to a separate resolution to be approved by the Shareholders. Pursuant to the proposed resolution to re-appoint Professor Lin as an independent non-executive Director of the Company, Professor Lin will serve the Company for more than nine years by 2010.

After considering the guidelines of independence set out in the Listing Rules as applicable to the appointment of a non-executive director and the annual written confirmation of independence provided by Professor Lin Shun Quan, the Board considers Professor Lin continues to meet the criteria for independence as set out in Rule 3.13 of the Listing Rules. With his strong background and knowledge in agriculture industry, the Board believes Professor Lin would contribute to the proper guidance of the Group and its business. Under these circumstances, a separate resolution will be put forward at the Annual General Meeting for re-electing Professor Lin as an independent non-executive Director of the Company.

Information on the Retiring Directors required to be disclosed under the Listing Rules is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. BONUS ISSUE OF SHARES

(a) Recommendation and Reasons

The Directors recommended that the Bonus Issue will be made on the basis of one new Share, credited as fully paid, for every twenty-five existing issued Shares held by the Shareholders whose names appear on the register of members of the Company on the Record Date. The Bonus Shares will rank pari passu in all respects with the Shares in issue, save and except that they will not be entitled to participate in the Final Dividend.

The Directors believe that the Bonus Issue will allow the Shareholders to participate in the business growth of the Company and provide the Shareholders with an opportunity to obtain further equity participation in the Company. It will also provide the Company with a wider capital base and enhance the liquidity of the Shares in the market.

Based on 2,434,968,025 Shares in issue at the Latest Practicable Date and on the assumption that no new Shares are allotted or issued and no existing Shares are repurchased prior to the Record Date, the total number to be issued will be 97,398,721 Bonus Shares. It is proposed that the Directors be authorised to capitalise an amount of approximately HK$9,739,872.10 standing to the credit of the share premium account of the Company and to apply such amount in paying up in full the Bonus Shares.

(b) Conditions

The Bonus Issue is conditional upon (i) the passing of the ordinary resolution of the Company to approve the Bonus Issue at the Annual General Meeting; and (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Shares to be issued and allotted pursuant to the Bonus Shares.

(c) Fractions of Bonus Shares

Fractional entitlements to the Bonus Shares will not be allotted by the Company. Bonus Shares representing fractional entitlement will be aggregated and sold for the benefit of the Company.

(d) Adjustment to exercise price and/or number of outstanding Share Options

As at the Latest Practicable Date, options relating to 226,829,263 Shares remained outstanding under the Share Option Scheme. The exercise prices of these outstanding options are in the range from HK$1.067 to HK$4.000.

In accordance with the rules of the Share Option Scheme and in case of an issue of Shares by way of capitalisation of profits or reserves, the number of Shares comprised in the option granted under the Share Option Scheme which remain unexercised on the Record Date and/or the price per Share payable upon the exercise of an option may be

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LETTER FROM THE BOARD

adjusted in such manner as the Board may deem appropriate, provided always that no adjustment shall have the effect of (a) rendering the option price payable upon the exercise of any option to be less than the nominal value of the Share, or (b) in the case of adjustment to the number of Shares comprised in each outstanding option, altering the proportion of the equity capital of the Company to which the option holder is entitled after the adjustment(s) from that to which he was entitled prior to the adjustment(s).

Upon the approval of the Shareholders in respect of the Bonus Issue, an announcement will be made detailing the adjustment(s) to the outstanding share options.

(e) Adjustment to the outstanding 2011 Convertible Bonds

2011 Convertible Bonds with aggregate principal amount of HK$1,344,000,000 were outstanding as at the Latest Practicable Date. Upon full exercise of the conversion rights attached to 2011 Convertible Bonds at the conversion price of HK$6.61 per Share (subject to adjustments), an aggregate of 203,328,290 new Shares will be allotted and issued. The conversion price is subject to reset, in accordance with the terms and conditions of the 2011 Convertible Bonds, after 30th months, which falls upon 8 November 2008 with an 80% floor.

Upon the approval of the Bonus Issue in the Annual General Meeting, holders of the outstanding 2011 Convertible Bonds who have not exercised the conversion rights attached to 2011 Convertible Bonds in full prior to the Record Date will be entitled to adjustment to the then applicable conversion price of the outstanding 2011 Convertible Bonds. Holders of the outstanding 2011 Convertible Bonds will be notified of the adjusted conversion price of the outstanding 2011 Convertible Bonds accordingly. Announcement(s) detailing the adjustment(s) to be made to the conversion price of the outstanding 2011 Convertible Bonds will be made when appropriate.

(f) Listing and Dealings

Application has been made to the Listing Committee of the Stock Exchange for listing of and permission to deal in the Bonus Shares. Subject to the granting of listing of and permission to deal in the Bonus Shares on the Stock Exchange, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the date of commencement of dealings in the Bonus Shares or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second trading day thereafter. All activities under the CCASS are subject to the General Rules of CCASS and CCASS Operation Procedures in effect from time to time. It is expected that the first date of dealings in Bonus Shares will commence on or about 18 December 2008.

Save for the Shares, 2010 Guaranteed Senior Notes and 2011 Convertible Bonds as disclosed herein, no part of the equity or debt securities of the Company are listed or dealt in any other stock exchanges nor is listing or permission to deal in the same being or proposed to be sought on from any other stock exchanges.

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LETTER FROM THE BOARD

(g) Certificates of Bonus Shares

Certificates in respect of the Bonus Shares will be sent to the persons entitled thereto at their respective addresses shown in the register of members of the Company or, in the case of joint holders, to the address of the joint holder whose name stands first in the register of members of the Company in respect of the joint holding. All such share certificates are expected to be posted at the risk of the persons entitled thereto on 16 December 2008. Neither the Company nor the Company’s share registrars will be responsible for any loss or delay in transmission.

4. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to give the Directors the Repurchase Mandate to purchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of the resolution, for the period until the conclusion of the next annual general meeting of the Company or such earlier period as stated in the resolution.

An explanatory statement as required under the Listing Rules to provide the requisite information regarding the Repurchase Mandate is set out in Appendix II to this circular.

5. GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to give the Directors the Share Issue Mandate to allot, issue and deal with Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the resolution, for the period until the conclusion of the next annual general meeting of the Company or such earlier period as stated in the resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the Share Issue Mandate, an ordinary resolution will also be proposed to extend the Share Issue Mandate by adding to it the number of Shares purchased by the Company under the Repurchase Mandate.

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 8 December 2008 to Wednesday, 10 December 2008 (both dates inclusive). During this period, no transfer of Shares will be effected. In order to qualify for the Final Dividend and the Bonus Issue, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company’s share registrars in Hong Kong, namely, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 5 December 2008.

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LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING

A notice dated 11 November 2008 convening the Annual General Meeting, which contains, inter alia, resolutions to approve the re-election of Retiring Directors, the Bonus Issue, the Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate to cover the Shares purchased by the Company pursuant to the Repurchase Mandate, is set out on pages 18 to 22 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

8. PROCEDURES TO DEMAND A POLL BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING

Pursuant to Article 80 of the Articles of Association, a resolution put to the vote of a general meeting of the Company (including the Annual General Meeting) shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the Chairman of the meeting; or

• (b) at least five Shareholders present in person or, in the case of a corporation, by its duly authorised representative or by proxy and entitled to vote; or

• (c) any Shareholder or Shareholders present in person or, in the case of a corporation, by its duly authorised representative or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (d) any Shareholder or Shareholders present in person or, in the case of a corporation, by its duly authorised representative or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

– 10 –

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors consider that the proposed resolutions set out in the notice dated 11 November 2008 convening the Annual General Meeting, including the re-election of Retiring Directors, the Bonus Issue, the grant of the Repurchase Mandate and the Share Issue Mandate, and the extension of the Share Issue Mandate to cover the Shares purchased by the Company pursuant to the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all proposed resolutions at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Kwok Ho Chairman

– 11 –

APPENDIX I INFORMATION ON RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The details of the Retiring Directors as referred to in resolution numbered 3 of the notice of the Annual General Meeting, subject to re-election, are as follows:

Mr. FONG Jao , aged 37, is primarily responsible for business development of the Group. He graduated from the Faculty of Horticulture (specialising in vegetables) of Nanjing Agricultural University in July 1992 with a bachelor degree in agriculture. Mr. Fong joined the Group in 1996 and has more than 15 years of extensive experience in the agricultural industry. Mr. Fong was appointed as an executive Director of the Group on 1 September 2003.

Pursuant to his service agreement with the Company dated 30 September 2006, the term of service with the Company may be terminated by either party by written notice of not less than three months and is subject to rotation, retirement and re-election at annual general meeting under the Articles of Association. Mr. Fong’s salary is HK$16,500 per month and he may also receive an annual bonus, payable on 31 December in each year, equivalent to the average of one month’s salary earned in the previous twelve months. The amount of emoluments is determined by the remuneration committee of the Company within the terms of the policy adopted by the Board and in consultation with the chairman and/or chief executive officer of the Company as appropriate. Further details of emoluments of Mr. Fong are specified in note 14 to the financial statements of the 2007/2008 Annual Report.

As at the Latest Practicable Date, Mr. Fong has interests in Share Options to subscribe for 1,620,000 Shares at an exercise price of HK$1.560, 1,620,000 Shares at an exercise price of HK$1.067, 1,417,500 Shares at an exercise price of HK$2.928 and 3,000,000 Shares at an exercise price of HK$4.000 within the meaning of Part XV of the SFO. Mr. Fong has not held other directorships in any listed public companies in the last three years and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. CHEN Jun Hua , aged 41, is also the Vice President of General Affairs of the Group. He is mainly responsible for assisting the Chief Executive Officer in integrated administrative management in respect of the business and operations of the Group located in the PRC. Mr. Chen graduated from the China Agricultural University with a bachelor degree in agriculture in 1989. Mr. Chen has over 18 years of experience in agricultural development and administrative management. Mr. Chen joined the Group in October 2002 and was appointed as an executive Director of the Group on 17 August 2005.

Pursuant to his service agreement with the Company dated 1 March 2007, the term of service with the Company may be terminated by either party by written notice of not less than three months and is subject to rotation, retirement and re-election at annual general meeting under the Articles of Association. Mr. Chen’s salary is HK$45,000 per month and he may also receive an annual bonus, payable on 31 December in each year, equivalent to the average of one month’s salary earned in the previous twelve months. The amount of emoluments is determined by the remuneration committee of the Company within the terms of the policy adopted by the Board and in consultation with the chairman and/or chief executive officer of the Company as appropriate. Further details of emoluments of Mr. Chen are specified in note 14 to the financial statements of the 2007/2008 Annual Report.

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APPENDIX I INFORMATION ON RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Chen has interests in Share Options to subscribe for 1,215,000 Shares at an exercise price of HK$3.052 and 3,000,000 Shares at an exercise price of HK$4.000 within the meaning of Part XV of the SFO. Mr. Chen has not held other directorships in any listed public companies in the last three years and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. CHAN Chi Po, Andy , aged 42, is also the Chief Financial Officer of the Group. He is also a director of two of the subsidiaries of the Company. Mr. Chan is primarily responsible for financial management, financial information analysis and accounting of the Group. Mr. Chan graduated from The University of Sheffield in the United Kingdom with an honours degree in accounting, financial management and economics. Mr. Chan is a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Institute of Chartered Accountants in England and Wales. Prior to joining the Group in 2003, Mr. Chan served as senior corporate auditor responsible for the Asia Pacific Region of a blue chip company listed on the New York Stock Exchange for approximately 3 years. Mr. Chan has also held office in an international accounting firm and the Stock Exchange for a total of approximately 8 years before joining the Group. Mr. Chan was appointed as an executive Director and the Chief Financial Officer of the Group on 17 August 2005.

Pursuant to his service agreement with the Company dated 17 August 2005, the term of service with the Company may be terminated by either party by written notice of not less than three months and is subject to rotation, retirement and re-election at annual general meeting under the Articles of Association. Mr. Chan’s salary is HK$100,000 per month and he may also receive an annual bonus, payable on 31 December in each year, equivalent to the average of one month’s salary earned in the previous twelve months. The amount of emoluments is determined by the remuneration committee of the Company within the terms of the policy adopted by the Board and in consultation with the chairman and/or chief executive officer of the Company as appropriate. Further details of emoluments of Mr. Chan are specified in note 14 to the financial statements of the 2007/2008 Annual Report.

As at the Latest Practicable Date, Mr. Chan has interests in 5,893 Shares and Share Options to subscribe for 1,622,500 Shares at an exercise price of HK$3.052 and 3,000,000 Shares at an exercise price of HK$4.000 within the meaning of Part XV of the SFO. Mr. Chan has not held other directorships in any listed public companies in the last three years and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

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APPENDIX I INFORMATION ON RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Professor LIN Shun Quan , aged 53, received his doctorate degree in Agriculture from Fujian Agricultural University and had been on a two-year sabbatical with Saga University, Japan from 1996 to 1998. He was appointed as professor at Huanan Agricultural University and has extensive experience in the agricultural industry in the PRC. Professor Lin was appointed as an independent non-executive Director of the Company on 17 November 2000.

Professor Lin has a letter of appointment with the Company for a term of two years commencing on 1 December 2008, which may be terminated by either party by written notice of not less than three months. He is, however, subject to rotation, retirement and re-election at annual general meeting under the Articles of Association. He is entitled to a salary of RMB5,000 per month or such higher sum as the Company may from time to time decide with reference to the recommendations made by the remuneration committee of the Company. Further details of remuneration of Professor Lin are specified in note 14 to the financial statements of the 2007/2008 Annual Report.

As at the Latest Practicable Date, Professor Lin does not have any interests in the Shares within the meaning of Part XV of the SFO. Professor Lin has not held other directorships in any listed public companies in the last three years and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders regarding the re-election of the above Retiring Directors nor any other information needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,434,968,025 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 243,496,802 Shares.

2. REASONS FOR REPURCHASES OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think that it is appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share.

3. FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds legally available for such purposes in accordance with its Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Under the laws of the Cayman Islands, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the laws of the Cayman Islands, out of capital.

On the basis of the consolidated financial position of the Company as at 30 June 2008 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital requirements of the Company as at 30 June 2008 and the number of issued Shares in issue as at the Latest Practicable Date, the Directors consider that there might be an adverse impact on the working capital position and the gearing position of the Company in the event that repurchases of all the Shares under the Repurchase Mandate were to be carried out in full during the period of the Repurchase Mandate.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX II

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date were as follows:

	**Price **	per Share
	Highest	Lowest
Month	traded price	traded price
	HK$	HK$
October 2007*	7.66	6.32
November 2007*	7.53	6.42
December 2007	7.61	6.45
January 2008	9.36	6.97
February 2008	9.60	7.86
March 2008	9.20	7.43
April 2008	11.80	8.26
May 2008	12.00	9.25
June 2008	11.18	9.49
July 2008	10.00	8.02
August 2008	9.59	7.51
September 2008	8.72	5.15
October 2008	6.84	3.02
November 2008 (up to the Latest Practicable Date)	7.30	4.90

* The prices of the Shares were adjusted to account for the effect of the issue of bonus shares made on 10 December 2007 on the basis of 1 bonus Share for every 80 then existing issued Shares.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum and Articles of Association and the laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.

No connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.

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EXPLANATORY STATEMENT

APPENDIX II

6. TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting capital of the Company increases as a result of repurchase(s) of Shares by the Company, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of his or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge of the Company, Mr. Kwok Ho and his associates were deemed to be interested in 618,069,850 Shares, representing approximately 25.38% of the issued share capital of the Company. On the assumption that the issued shares of the Company remain 2,434,968,025 Shares and in the event that the Directors exercise the power to repurchase Shares in full pursuant to the Repurchase Mandate, the shareholding of Mr. Kwok Ho and his associates in the Company will be increased to approximately 28.20%. In the opinion of Directors, such increase may not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

7. SHARE REPURCHASE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業( 控股) 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

NOTICE IS HEREBY GIVEN that the annual general meeting of Chaoda Modern Agriculture (Holdings) Limited (the “Company”) will be held at Lounge, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Wednesday, 10 December 2008 at 10:30 a.m. (the “Annual General Meeting”) for the following purposes:

1. To receive and consider the audited financial statements and the reports of directors and the auditors for the financial year ended 30 June 2008.

2. To approve the final dividend for the financial year ended 30 June 2008.

3. (A) To re-elect Mr. Fong Jao as an executive director of the Company.

4. (B) To re-elect Mr. Chen Jun Hua as an executive director of the Company.

5. (C) To re-elect Mr. Chan Chi Po, Andy as an executive director of the Company.

6. (D) To re-elect Professor Lin Shun Quan as an independent non-executive director of the Company.

7. (E) To authorise the board of directors of the Company (the “Directors”) to fix the Directors’ remuneration.

8. To re-appoint Grant Thornton as auditors of the Company and to authorise the Directors to fix their remuneration.

9. To consider and, if thought fit, pass with or without amendments the following ordinary resolutions:

Ordinary Resolutions

(A) “ THAT

conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Bonus Shares (as defined below) to be issued pursuant to this resolution,

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NOTICE OF ANNUAL GENERAL MEETING

• (i) an amount of approximately HK$9,739,872.10 standing to the credit of the share premium account of the Company be capitalised in accordance with Article 142 of the articles of association of the Company and the Directors be and are hereby authorised to apply such amount in paying up in full at par 97,398,721 new ordinary shares of HK$0.10 each in the capital of the Company (the “Bonus Shares) to be allotted, issued and distributed, credited as fully paid, to the members of the Company whose names appear on the register of the members of the Company at the close of business on 10 December 2008 on the basis of one Bonus Share for every twenty-five existing issued shares of the Company held (the “Bonus Issue”). The Bonus Shares shall rank pari passu in all respects with the then existing issued shares of the Company except that they will not be entitled to participate in any dividend declared or recommended by the Company in respect of the financial year ended 30 June 2008;

• (ii) no fractional Bonus Shares shall be allotted to members of the Company and fractional entitlements (if any) will be aggregated and sold for the benefit of the Company; and

• (iii) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with or to give effect to the Bonus Issue including but not limited to the issue of the Bonus Shares, adjusting the amount to be capitalised out of the share premium account of the Company and adjusting the number of the Bonus Shares to be allotted, issued and distributed in the manner as in paragraph (i) above.”

(B) “ THAT

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase or otherwise acquire shares of HK$0.10 each in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of the shares of the Company which are authorised to be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”

(C) “ THAT

• (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to or in consequence of:

• (a) a Rights Issue (as defined below);

• (b) the exercise of options under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of shares in the Company;

• (c) the exercise of any rights of conversion under any convertible bonds, debentures or notes issued by the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (d) the exercise of the subscription rights attaching to any warrants which may be issued by the Company; and/or

• (e) the issue of bonus shares pursuant to the passing of the resolution in No. 5(A), and/or any scrip dividend, and/or other similar arrangement provided for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company from time to time,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (c) the date upon which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

“ Rights Issue ”means an offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

(D) “ THAT

conditional upon the passing of the resolutions in No. 5(B) and No. 5(C) of this notice, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution in No. 5(C) of this notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution in No. 5(B) of this notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

By Order of the Board Yeung Pik Chun, Colana Company Secretary

Hong Kong, 11 November 2008

Notes:

1. The register of members of the Company will be closed from Monday, 8 December 2008 to Wednesday, 10 December 2008, both dates inclusive. In order to qualify for the final dividend and the bonus issue, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Share Registrars, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 5 December 2008.

2. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the principal office of the Company in Hong Kong at Room 2705, 27th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. With reference to the resolution in No. 3 of this notice, information of the retiring directors to be re-elected at the Annual General Meeting is set out in Appendix I to the circular dated 11 November 2008 (the “Circular”) sent to the shareholders of the Company. Further information in relation to the resolutions in No. 5 of this notice is also provided in the Circular.

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