Agria Group Limited (as Chargor) and New Hope International (Hong Kong) Limited (as Chargee) Charge Over Shares in Agria Asia Investments Limited

Exhibit 4.56

28 June 2011

Agria Group Limited

(as Chargor)

and

New Hope International (Hong Kong) Limited

(as Chargee)

Charge Over Shares in Agria Asia Investments Limited

This Charge is made on 28 June, 2011

Between:

(1)

Agria Group Limited, a company incorporated under the laws of the British Virgin Islands (the “Chargor”); and

(2)

New Hope International (Hong Kong) Limited, a company incorporated under the laws of Hong Kong (“Chargee”);

Whereas:

(A)

The Chargor, the Chargee and Agria Asia Investments Limited entered into a subscription agreement (“Subscription Agreement”) dated 14 April 2011 and a related shareholder agreement (“Shareholder Agreement”) dated 28 June 2011 in respect of the subscription of the shares in Agria Asia Investment Limited on 29 April 2011. It is a condition under the Shareholder Agreement that the Chargor shall enter into this share charge in relation to the issued share capital of the Charged Company (as defined below).

(B)

The Chargee shall hold the benefit of this Charge for itself and on trust for the holders of the Notes.

It is agreed as follows:

Definitions and Interpretation

1.1

In this Charge (except where the context otherwise requires) words and expressions shall have the same meanings assigned to them as defined in the Subscription Agreement and the Shareholder Agreement and the following words and expressions shall have the following meanings:


“BCA”		means the BVI Business Companies Act, 2004 (as amended);

“Business Day”		means, in the case of delivery of a notice, any day which is not a Saturday or Sunday or public holiday in the place at which the notice is left or sent, and in any other case, any day which is not a Saturday or Sunday or a public holiday in the British Virgin Islands;

“Charge”		means this share charge to be entered into between the Chargor and the Chargee;



“Charged Shares”		means the Initial Shares and all and any other shares, warrants and other securities of any kind (including loan capital) of the Charged Company now or at any time in the future legally and/or beneficially owned by the Chargor or in which the Chargor has any interest and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Charged Shares, including, without limitation: (a) all dividends, interest and other income paid or payable in relation to any Charged Shares; and (b) all shares, securities, rights, monies or other property accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option or otherwise in respect of any Charged Shares (including but not limited to proceeds of sale); Charged Shares shall exclude any shares of the Charged Company that may be sold to Ngai Tahu Holdings Corporation Limited (“Ngai Tahu”) by the Chargor pursuant to a conditional share purchase agreement between Ngai Tahu and the Chargor dated 15 April 2011.

“Charged Company”		means the company set forth in Column C of Schedule 1 in this Charge;

“Company”		means Agria Asia Investment Limited, a company incorporated in the British Virgin Islands of XX Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;

“Enforcement Notice”		means an enforcement notice served by the Chargee on the Chargor;

“Initial Shares”		means the shares listed in Schedule 1, which are registered at the date of this Charge in the name of the Chargor;

“Insolvency Act”		means the BVI Insolvency Act, 2003 (as amended);

“Receiver”		means as defined in Clause 8;

“Register of Members”		means the register of members held at the Charged Company’s registered office, containing the names and addressed of the persons who hold shares in the Charged Company, the number of each class and series of shares held by each member, the date on which the name of each member was entered in the register of members, and the date on which any eligible person ceased to be a member of the Charged Company;

“Registry”		means the Registry of Corporate Affairs in the British Virgin Islands;



“Secured Obligations”		means all and any amounts of any kind, now or in the future, actual or contingent, due or payable (or expressed to be due or payable) by the Chargor to the Chargee in any currency, actually or contingently, solely and/or jointly and/or severally with another or others as principal or surety on any account whatsoever under or in connection with the Put Option defined and contemplated in the Shareholder Agreement;

“Security Interest”		means any mortgage, charge, pledge, lien, encumbrance, right of set off or any security interest, howsoever created or arising; and

“Shareholder Agreement”		means a shareholder agreement entered into by and between Chargor, Chargee and the Agria Corporation dated 28 June 2011, containing, among other matters, the Put Option as defined in the Shareholder Agreement.

“Subscription Agreement”		means a subscription agreement entered into bv and between Chargor, Chargee, the Company in connection with the subscription of shares in the Company on 29 April 2011 (as may be amended from time to time);

“Termination Event”		means any breach of, or a termination event, or default or event of default under the Shareholder Agreement by the Company or this Charge by the Chargor that is either incapable of remedy or if capable of remedy has been continuing for 7 Business Days following notification by the Chargee.

1.2

In this Charge:

(a)

any reference to a Recital, Clause or Schedule is to the relevant Recital, Clause or Schedule of or to this Charge and any reference to a Sub-Clause or paragraph is to the relevant Sub-Clause or paragraph of the Clause or Schedule in which it appears;

	(b)		the clause headings are included for convenience only and shall not affect the interpretation of this Charge;

	(c)		use of the singular includes the plural and vice versa;

(d)

use of any gender includes the other genders;

(e)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(f)

references to any document or agreement are to be construed as references to such document or agreement as is in force for the time being and as amended, varied supplemented, substituted or novated from time to time.

1.3

The Recitals and Schedules form part of this Charge and shall have effect as if set out in full in the body of this Charge and any reference to this Charge includes the Recitals and Schedules.

1.4

The obligations of each person (if more than one person) constituting the Chargor under this Charge are joint and several.

1.5

In the event of any conflict between the provisions of this Charge and the Shareholder Agreement, the provisions of the Shareholder Agreement shall prevail.

Covenant to Pay

The Chargor covenants with the Chargee that it will on demand pay and discharge each of the Secured Obligations when due to the Chargee.

Charge

3.1		The Chargor, with full title guarantee, hereby charges by way of first fixed charge as a continuing security for the payment and discharge of the Secured Obligations, all its right, title, interest and benefit present and future in, to and under the Charged Shares subject to the provisions for release of this Charge set out below.

3.2		Unless and until a Termination Event has occurred:

(a)

the Chargor shall be entitled to exercise all voting rights attaching to the Charged Shares or any thereof for all purposes not inconsistent with the purposes of this Charge, any of the Secured Obligations or of the Shareholder Agreement; and

(b)

the Chargor shall be entitled to receive and retain any and all dividends and other distributions paid in respect of the Charged Shares or any thereof.

3.3

Subject to Clauses 3.4 and 3.5, on the irrevocable and unconditional payment or discharge by or on behalf of the Chargor of the Secured Obligations in full, the Chargee shall, at the request and cost of the Chargor, release this Charge.

3.4

Any receipt, release or discharge of any security created by this Charge or of any liability arising under this Charge may only be given by the Chargee in accordance with the provisions on this Charge and shall not release or discharge the Chargor from any liability to the Chargee for the same or any other monies which may exist independently of this Charge. Where such receipt, release or discharge relates to only part of the Secured Obligations such receipt, release or discharge shall not prejudice or affect any other part thereof nor any of the rights and remedies of the Chargee hereunder or under any other agreement nor any of the obligations of the Chargor under this Charge or any other agreement.

3.5

Any release, discharge or settlement between the Chargor and the Chargee shall be conditional upon no security, disposition or payment to the Chargee or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition is not fulfilled the Chargee shall be entitled to enforce this Charge as if such release, discharge or settlement had not occurred and any such payment had not been made.

3.6

The restriction on the consolidation of mortgages and on power of sale imposed by sections 35 and 40 respectively of the Conveyancing and Law of Property Xxx 0000 (as amended) (the “CPA Act”) shall not apply to the security constituted by this Charge.

Covenants by the Chargor

The Chargor covenants that:

4.1

it shall deliver to the Chargee the following (on the date hereof) in form and substance acceptable to the Chargee as security in accordance with the terms of this Charge:

(a) the original share certificates in respect of the Initial Shares;

(b)

blank, signed and undated transfers in respect of the Initial Shares in the form set out in Schedule 2;

The Chargor and the Chargee agree that within two months from the date hereof the Chargee shall deposit the above documents (“Deposited Documents”) to a mutually agreed escrow agent. In the escrow agreement by and among the Chargor, the Chargee and the said escrow agent, among other things, the condition for release of the Deposited Documents shall be the notice of default issued by Chargee solely, upon which notice, the escrow agent shall release the Deposited Documents to the Chargee and give notice of such release to the Chargor.

4.2

it shall deliver to the Chargee the following (within 10 Business Days from the date hereof), a certified true copy of the Chargor’s register of charges, duly stamped and filed at the Registry, showing details of this Charge;

4.3

it shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor;

4.4 it shall not, except with the prior written consent of the Chargee:

(a)

create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Interest (other than created or expressly permitted to be created under this Charge) whether ranking prior to, pari passu with or behind the security contained in this Charge; or

(b)

sell, transfer or otherwise dispose of the Charged Shares or any interest therein or attempt or agree to so dispose (other than in accordance with this Charge); or

(c)

permit any person other than the Chargor or the Chargee or the Chargee’s nominee or nominees to be registered as, or become the holder of, the Charged Shares; or

(d)

vote in favour of a resolution to amend, modify or change the memorandum and articles of association of the Charged Company or to continue the Charged Company in a jurisdiction outside the British Virgin Islands; or

(e)

to the extent that the same is within the control of the Chargor, allow or consent to any further shares in the Charged Company being issued to any person other than the Chargor (and for the avoidance of doubt any such shares issued to the Chargor will form part of the Charged Shares in accordance with this Charge);

4.5

it shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which it may receive from time to time (including all notices of meetings of the shareholders of the Charged Company);

4.6

at any time after the occurrence of a Termination Event it shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct;

4.7

it shall not take or accept any Security Interest from the Charged Company or, in relation to the Secured Obligations, from any third party, without the Chargee’s prior written consent;

4.8

unless directed in writing to do so by the Chargee it shall not prove in a liquidation or winding up of the Charged Company until all the Secured Obligations are paid in full and if directed to prove by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this Clause or Clause 4.9) the Chargor shall hold all monies received by it on trust for the Chargee to satisfy the Secured Obligations; and

4.9

until all of the Secured Obligations have been paid in full, it shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Charged Company other than as contemplated and/or expressly permitted by the Shareholder Agreement.

Representations and Warranties by the Chargor

The Chargor represents and warrants to the Chargee and undertakes that, subject to any approval or disclosure required under any law of New Zealand or the NZX Listing Rules:

5.1

the Chargor is the absolute sole legal and beneficial owner of all of the Initial Shares free of all Security Interests, trusts, equities and third party claims whatsoever (save those under this Charge) and that all of the Initial Shares are fully paid up;

5.2

the Initial Shares represent 80.81% of the shares issued by the Charged Company;

5.3

the Initial Shares are freely transferable on the books of the Charged Company and no consents or approvals are required in order to register a transfer of the Initial Shares;

5.4

no litigation against the Chargor or the Charged Company is current or, to their knowledge pending or threatened;

5.5

it is duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated and has and will at all times have the necessary power to enter into and perform its obligations under this Charge and has duly authorised the execution and delivery of this Charge and the performance of its obligations hereunder;

5.6

this Charge constitutes its legal, valid, binding and enforceable obligation and is a first priority security interest over the Charged Shares effective in accordance with its terms;

5.7

the execution, delivery, observance and performance by the Chargor of this Charge will not require the Chargor to obtain any licences, consents or approvals and will not result in any violation of any law, statute, ordinance, rule or regulation applicable to it;

5.8

it is not necessary to file details of this Charge anywhere in the world, save as set out in sections 162 and 163 of the BCA;

5.9

it has obtained all the necessary authorisations and consents to enable it to enter into this Charge and the necessary authorisations and consents will remain in full force and effect at all times during the subsistence of the security constituted by this Charge;

5.10

the execution, delivery, observance and performance by the Chargor of the Charge will not constitute an event of default or trigger any enforcement under any Security Interest in the Chargor’s assets nor will it result in the creation of any Security Interest over or in respect of the present or future assets of the Charged Company;

5.11

the execution, enforcement or payments made under this Charge will not be subject to any taxes, fees or charges (including stamp duty) in the British Virgin Islands; and

5.12

it will procure that details of the Charged Shares shall be entered into the register of members of the relevant Charged Company.

Power of Attorney

The Chargor hereby irrevocably and by way of security for the payment of the Secured Obligations and the performance of its obligations under this Charge appoints the Chargee as its true and lawful attorney (with full power to appoint substitutes and to sub-delegate) on behalf of the Chargor and in the Chargor’s own name or otherwise, at any time and from time to time, to sign, seal, deliver and complete all transfers, renunciations, proxies, mandates, assignments, deeds and documents and do all acts and things which the Chargee may consider to be necessary or advisable to perfect or improve its security over the Charged Shares, to give proper effect to the intent and purposes of this Charge, or to enable or assist in any way in the exercise of any right or the enforcement thereof including any power of sale of the Charged Shares (whether arising under this Charge or implied by statute or otherwise), provided that unless and until the occurrence of a Termination Event the Chargee may not do anything pursuant to this appointment.

Enforcement

7.1

The percentage of the Company’s shares that may be enforceable under this charge shall be equal to the Repurchase Price (as defined in the Shareholders Agreement) as a percentage of the fair value of the Company’s equity.

7.2

After this Charge has become enforceable, in accordance with Clause 7.3, the Chargee may in its absolute discretion enforce all or any part of this Charge in any manner it sees fit. For the avoidance of doubt, the Chargee’s rights of enforcement shall include (without limitation) the right:

(a)

to perfect or improve its title to and security over the Charged Shares in such manner as the Chargee may in its absolute discretion determine;

(b)

with notice to, or upon consent or concurrence by, the Chargor to sell the Charged Shares or any part thereof by such method, at such place and upon such terms as the Chargee may in its absolute discretion determine, with power to postpone any such sale and in any such case the Chargee may exercise any and all rights attaching to the Charged Shares as the Chargee in its absolute discretion may determine and without being answerable for any loss occasioned by such sale or resulting from postponement thereof or the exercise of such rights;

(c)

to receive and retain all dividends and other distributions made on or in respect of the Charged Shares or any thereof and any such dividends and other distributions received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and be paid or transferred to the Chargee on demand to be applied towards the discharge of the Secured Obligations;

(d)

to exercise (or enable its nominees to exercise) any and all powers, discretion, voting or other rights or entitlements conferred on a holder of the Charged Shares in such manner as the Chargee may in its absolute discretion determine;

(e)

to exercise any and all other rights, powers and discretions of the Chargor in respect of the Charged Shares in such manner as the Chargee may in its absolute discretion determine;

(f)

to procure that the Chargee or its nominee or nominees is registered in the Register of Members of the Charged Company as holder of the legal title in and to the Charged Shares;

(g)

otherwise to enforce any of the rights of the Chargee under or in connection with this Charge in such manner as the Chargee may in its absolute discretion determine; and

(h)

to date and deliver the documents delivered to it pursuant to this Charge as it considers appropriate and to take all steps to register the Charged Shares in the name of the Chargee or its nominee or nominees and to assume control as the registered owner of the Charged Shares.

7.3

Subject to Clause 7.4 below, the Chargee’s rights of enforcement in relation to this Charge (other than those listed in section 66(5) of the BCA) shall become immediately enforceable upon the occurrence of a Termination Event.

7.4

For the purposes of section 66(7) of the BCA, notwithstanding any other provision of this Charge, the Chargee may enforce all rights of enforcement set out in section 66(5) of the BCA immediately upon the occurrence of a Termination Event that has been continuing for one day and which remains unrectified for a period of not less than one Business Day following notice given by the Chargee to the Chargor instructing the Chargor to immediately rectify such Termination Event (an “Unrectified Termination Event”).

7.5

Neither the Chargee nor any Receiver (as defined in Clause 8 below) will be liable, by reason of entering into possession of a Charged Share, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable.

Receiver

8.1

Without prejudice to the provisions of Clause 7 above, upon the service of an Enforcement Notice the Chargee shall immediately become entitled to appoint one or more person or persons eligible to be appointed as a receiver under the Insolvency Act as the Chargee thinks fit to be a receiver (the “Receiver”) in relation to the Charged Shares. Where the Chargee appoints two or more persons as Receiver, the Receivers may act jointly or independently.

8.2

The Receiver may take such action in relation to the enforcement of this Charge including, without limitation, to sell, charge or otherwise dispose of the Charged Shares, to exercise any powers, discretion, voting or other rights or entitlements in relation to the Charged Shares and generally to carry out any other action which he may in his sole discretion deem necessary in relation to the enforcement of this Charge.

8.3

To the fullest extent permissible under law, the Chargee may exercise any right or power that the Receiver may exercise in relation to the enforcement of this Charge.

8.4

The Receiver shall have, in addition to the other powers set out in this Clause, the following powers:

	(a)		power to take possession of, collect and get in the Charged Shares and, for that purpose, to take such proceedings as may seem to him to be expedient;

	(b)		power to raise or borrow money and grant security over the Charged Shares;

(c)

power to appoint an attorney or accountant or other professionally qualified person to assist him in the performance of his functions;

(d)

power to bring or defend any action or other legal proceedings in the name of and on behalf of the Chargor in respect of the Charged Shares;

(e)

power to do all acts and execute in the name and on behalf of the Chargor any document or deed in respect of the Charged Shares;

(f)

power to make any payment which is necessary or incidental to the performance of his functions;

(g)

power to make any arrangement or compromise on behalf of the Chargor in respect of the Charged Shares;

(h)

power to rank and claim in the insolvency or liquidation of the Charged Company and to receive dividends and to accede to agreements for the creditors of the Charged Company;

(i)

power to present or defend a petition for the winding up of the Charged Company; and

(j)

power to do all other things incidental to the exercise of the foregoing powers.

8.5

The Receiver shall be the agent of the Chargor and the Chargor alone shall be responsible for his acts and defaults and liable on any contracts made, entered into or adopted by the Receiver. The Chargee shall not be liable for the Receiver’s acts, omissions, negligence or default, nor be liable on contracts entered into or adopted by the Receiver.

Application of Monies

9.1

The Chargee (and any Receiver) shall apply the monies received by it as a result of the enforcement of the security:

(a)

first, in payment or satisfaction of the expenses related to enforcement of this security (including without limitation the fees and expenses of the Receiver);

	(b)		secondly, in meeting claims of the Chargee in respect of the Secured Obligations; and

	(c)		thirdly, in payment of the balance (if any) to the Chargor.

9.2

The Chargee shall not be liable for any loss or damage:

(a)

occasioned by any sale or disposal of the Charged Shares or an interest in the Charged Shares; or

(b)

arising out of the exercise, or failure to exercise, any of its powers under this Charge; or

(c)

occasioned by any neglect or default to pay any instalment or accept any offer or notify the Chargor of any such neglect or default; or

(d)

occasioned by any other loss of whatever nature in connection with the Charged Shares.

Protection of Purchasers

No bona fide purchaser or other bona fide person dealing with the Chargee or its delegate shall be bound to see or inquire whether the right of the Chargee to exercise any of its powers has arisen or become exercisable or be concerned with notice to the contrary, or be concerned to see whether the delegation by the Chargee pursuant to the terms of this Charge shall have lapsed for any reason or been revoked.

Continuing Security and Non-Merger

Subject to Section 5 of the Shareholder Agreement, the security constituted by this Charge shall be continuing and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations or any other matter or thing whatsoever and shall be binding until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

Currency

12.1

For the purpose of, or pending the discharge of, any of the Secured Obligations the Chargee may, in its sole discretion, convert any moneys received or recovered in any currency under this Charge (including the proceeds of any previous conversion under this Clause) from their existing currency of denomination into any other currency at such rate or rates of exchange and at such time as the Chargee thinks fit.

12.2

No payment to the Chargee (whether under any judgment or court order or otherwise) shall discharge the Secured Obligations in respect of which it was made unless and until the Chargee shall have received payment in full in the currency in which such Secured Obligations were incurred and, to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such Secured Obligations expressed in that currency, the Chargee shall have a further separate cause of action against the Chargor and shall be entitled to enforce this Charge to recover the amount of the shortfall.

Costs

The Chargor shall on demand and on a full indemnity basis pay to the Chargee the amount of all costs and expenses and other liabilities (including stamp duty, and legal and out-of-pocket expenses) which the Chargee incurs in connection with enforcing or any part of this Charge.

Variation and Amendment

This Charge shall remain in full force and effect notwithstanding any amendments or variations from time to time of the Shareholder Agreement and no variation of this Charge shall be valid unless it is in writing and signed by or on behalf of each of the parties.

Assignment

15.1

The Chargor may not assign or transfer all or any part of its rights, benefits or obligations under this Charge to any other person without the prior written consent of the Chargee.

15.2

The Chargee may not assign or otherwise transfer the whole or any part of the rights, benefits and obligations under the Charge to any other person without the prior written consent of the Chargor.

Entire Agreement

This Charge constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Charge.

Further Assurance

17.1

The Chargor shall promptly execute all documents and do all things that the Chargee may specify for the purpose of:

(a)

securing and perfecting its security over or title to all or any of the Charged Shares; or

(b)

enabling the Chargee to vest all or part of the Charged Shares in its name or in the names of its nominee(s), agent or any purchaser.

Notices

18.1

Without prejudice to any other method of service of notices and communications provided by law, a demand or notice under this Charge shall be in writing signed by an officer or agent of the Chargee or the Chargor, as the case may be, and may be served on the Chargor or the Chargee, as the case may be, by hand, by post, or by facsimile transmission. Any such notice or communication shall be sent to the address or number of the relevant party as set out below:

Chargor:
Agria Group Limited
Address:

21/F Tower B, PingAn International Finance Center, 0-0 Xxxxxxx Xxxxx Xxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx

Facsimile Number: 010-84381003
For the attention of: Xxxx Xxxxxxx

Chargee:
New Hope International (Hong Kong) Limited Address:

Suite 2508, West Tower, LG Xxxx Xxxxxx, Xxxxxxxxxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx

Facsimile Number: 010-65676087
For the attention of: Xxxxxx Xxxxx

18.2

Any such notice or communication given by the Chargee shall be deemed to have been received:

(a)

if sent by facsimile transmission, at the time of transmission, or the following Business Day if transmitted after normal business hours;

(b)

if delivered personally (including being sent by courier), at the time of delivery, or the following Business Day if delivered after normal business hours; and

(c)

if posted, on the fifth Business Day following the day on which it was properly despatched by courier.

18.3

Any notice given by the Chargor shall be deemed to have been given only on actual receipt by the Chargee.

18.4

In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party set out in Clause 18.1 (or as otherwise notified by that party hereunder) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post or airmail letter, or that the notice was transmitted by fax to the fax number of the relevant party set out in Clause 18.1 (or as otherwise notified by that party hereunder).

18.5

For the avoidance of doubt, notice given under this Charge shall not be validly served if sent by e-mail.

Miscellaneous

19.1

All sums payable by the Chargor under this Charge shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Chargor will simultaneously with making the relevant payment under this Charge pay to the Chargee such additional amount as will result in the receipt by the Chargee of the full amount which would otherwise have been receivable and will supply the Chargee promptly with evidence satisfactory to the Chargee that the Chargor has accounted to the relevant authority for the sum withheld or deducted.

19.2

No delay or omission on the part of the Chargee in exercising any right or remedy under this Charge shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy preclude any other or further exercise under this Charge of that or any other right or remedy.

19.3

The Chargee’s rights powers and remedies under this Charge are cumulative and are not, nor are they to be construed as, exclusive of any rights, powers or remedies provided by law or otherwise and may be exercised from time to time and as often as the Chargee deems expedient.

19.4

Any waiver by the Chargee of any terms of this Charge or any consent or approval given by the Chargee under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given.

19.5

If at any time any one or more of the provisions of this Charge is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of this Charge nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.

19.6

Any statement, certificate or determination of the Chargee as to the Secured Obligations or (without limitation) any other matter provided for in this Charge shall, in the absence of manifest error, be conclusive and binding on the Chargor.

19.7

The Chargor shall at all times maintain an agent for service of process in the British Virgin Islands. Such agent shall be ______ of ______ and any writ, judgment or other notice of legal process shall be sufficiently served on the Chargor if delivered to such agent at its address set out above. The Chargor undertakes not to revoke the authority of the above agent and if, for any reason, such agent no longer serves as agent of the Chargor to receive service of process the Chargor shall promptly appoint another such agent and advise the Chargee of the new agent’s name and address for service.

Law and Jurisdiction

20.1

This Charge is governed by, and shall be construed in accordance with, the laws of the British Virgin Islands.

20.2

The Chargor irrevocably agree for the exclusive benefit of the Chargee that the courts of the British Virgin Islands shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this Charge and for such purposes irrevocably submits to the jurisdiction of such courts.

21 Counterparts

This Charge may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

In witness whereof this Charge has been executed and delivered as a deed the day and year first above written.

EXECUTED AS A DEED for and on behalf of Agria Group Limited as Chargor


/s/ Xxx Xxxxxxxx

Name:		Xxx Xxxxxxxx
Title:		Director

In the presence of:

/s/ Xxx Xx

Name:		Xxx Xx
Title:		In-house Counsel

EXECUTED AS A DEED for and on behalf of New Hope International (Hong Kong) Limited as Chargee


/s/ [Illegible]

Name:
Title:		Director

In the presence of:


Name:
Title:

Schedule 1

The Initial Shares


Column A	Column B	Column C	Column D	Column E
Chargor	Place of incorporation of Charged Company	Charged Company	Place of incorporation of Chargor	No. of shares

Agria Group Limited	British Virgin Islands	Agria Asia Investment Limited	British Virgin Islands		84,078,522

Schedule 2

Form of Instrument of Transfer of Shares

S H A R E T R A N S F E R

Agria Group Limited (the “Transferor”) for value received does hereby transfer to New Hope
Group International (Hong Kong) Limited (the “Transferee”), all the shares standing in the
Transferor’s name in the undertaking called Agria Asia Investments Limited (a company
incorporated in the British Virgin Islands) (the “Company”), to hold the same unto the
Transferee.

Signed for and on behalf of the Transferor

Name:

Title: Director

Dated this day of

The Transferee does hereby agree to accept the above shares subject to the provisions of the
Memorandum and Articles of Association of the Company.

Signed by or on behalf of the Transferee

Name:

Title:

Dated this ______ day of ___________

Document Metadata

Table of Contents

Agria Group Limited (as Chargor) and New Hope International (Hong Kong) Limited (as Chargee) Charge Over Shares in Agria Asia Investments Limited

Document Metadata