Explanation of Responses:
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1)
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Pursuant to the terms of the two warrants, and assuming that China Agritech, Inc.'s audited net income for the year ended December 31, 2009 is at least U.S. $11.5 million, the two warrants have a per share exercise price of approximately $5.3850 per share exercisable in the aggregate for approximately 1,857,024 shares of China Agritech, Inc.'s Common Stock.
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The warrants become exercisable on April 19, 2010. CAGP IV General Partner, L.P. acquired beneficial ownership of these warrants 60 days before the date they become exercisable, which is February 19, 2010.
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The Securities Purchase Agreement dated October 19, 2009 between China Agritech, Inc., Carlyle Asia Growth Partners IV, L.P. and CAGP IV Co-Investment, L.P. provided that Carlyle Asia Growth Partners IV, L.P. and CAGP IV Co-Investment, L.P. purchased (i) 1,392,768 shares of China Agritech, Inc.'s common stock, and (ii) warrants to purchase up to 928,514 shares of China Agritech, Inc.'s common stock at an initial exercise price of approximately $10.77 per share, for a total aggregate purchase price of $15,000,000 with no allocation of the purchase price between the common stock and the warrants. The exercise price of the warrants and the number of shares that may be purchased by the warrants reported in this Form 4 have been adjusted for a two for one stock split which occurred after the execution of the Securities Purchase Agreement.
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Carlyle Offshore Partners II, Limited is the Class B member of DBD Cayman, Ltd., which is the general partner of TCG Holdings Cayman II, L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the sole shareholder of CAGP IV Ltd., which is the general partner of CAGP IV General Partner, L.P., which is the general partner of each of Carlyle Asia Growth Partners IV, L.P. and CAGP IV Co-Investment, L.P., which are the record holders of the shares of the issuer's common stock provided above.
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Carlyle Asia Growth Partners IV, L.P., a Cayman Islands exempted limited partnership, is the record holder of 1,278,937 shares of common stock of the issuer, and CAGP IV Co-Investment, L.P., a Cayman Islands exempted limited partnership, is the record holder of 113,831 shares of common stock of the issuer. (Continued in Footnote 6).
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Each of CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and Carlyle Offshore Partners II, Limited may, by virtue of being the owner or general partner, as the case may be, of CAGP IV General Partner, L.P., CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., and DBD Cayman, Ltd., respectively, be deemed to have voting control and investment discretion over the securities held by Carlyle Asia Growth Partners IV, L.P. and CAGP IV Co-Investment, L.P. CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and Carlyle Offshore Partners II, Limited each disclaims beneficial ownership of such securities and this statement shall not be deemed an admission that such person is the beneficial owner of, or has any pecuniary interest in, such securities for any purpose.
(Continued in Footnote 7).
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7)
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William E. Conway, Jr., Daniel A. D'Aniello, David Rubenstein, David Pearson, and Curt Buser are the directors of CAGP IV Ltd. and, in such capacity, may be deemed to share beneficial ownership of the shares of common stock of the issuer beneficially owned by CAGP IV Ltd. Such individuals, in their capacities as directors, expressly disclaim any such beneficial ownership. William E. Conway, Jr., Daniel A. D'Aniello, and David Rubenstein are the Class A members as well as the directors of DBD Cayman, Ltd. and, in such capacities, may be deemed to share beneficial ownership of the shares of common stock of the issuer beneficially owned by DBD Cayman, Ltd. The Class A members control DBD Cayman, Ltd. based on a majority vote. Such individuals, in their capacities as Class A members and as directors, expressly disclaim any such beneficial ownership. (Continued in Footnote 8)
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8)
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Pursuant to an agreement between DBD Cayman, Ltd. and its Class B member, Carlyle Offshore Partners II, Limited, voting power over the shares of common stock of the issuer is held by Carlyle Offshore Partners II, Limited. Carlyle Offshore Partners II, Limited has 13 members, with no member controlling more than 7.7% of the vote, consisting of William Conway, Jr., David Rubenstein, Daniel D'Aniello, Peter Clare, Robert Grady, Allan Holt, Bruce Rosenblum, Glenn Youngkin, Jean Millet, Adam Palmer, Daniel Akerson, Robert Stuckey, and Peter Nachtwey. The officers of Carlyle Offshore Partners II consist of Allan Holt, Bruce Rosenblum, Frank Carlucci, Glenn Youngkin, Jean Millet, Peter Clare, Robert Grady, William Conway, Jr., David Rubenstein, and Daniel D'Aniello, each of the members and directors disclaims beneficial ownership of the shares of common stock of the issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CAGP IV General Partner, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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CARLYLE OFFSHORE PARTNERS II LTD
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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X
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DBD Cayman, Ltd.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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X
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TCG HOLDINGS CAYMAN II LP
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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X
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TC Group Cayman Investment Holdings, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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CAGP IV Ltd.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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X
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CARLYLE ASIA GROWTH PARTNERS IV LP
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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CAGP IV Co-Investment, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC 20004-2505
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