Amended Statement of Ownership (sc 13g/a)
August 30 2018 - 7:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in
Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
Agria Corporation
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(Name of Issuer)
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|
Ordinary Shares
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(Title of Class of Securities)
|
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G41088 108
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(CUSIP Number)
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August 30, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
CUSIP NO.:
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G41088 108
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Page
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2
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of
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7
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(1)
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NAME OF REPORTING PERSONS
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Guanglin Lai
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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¨
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|
|
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|
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(b)
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¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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(5)
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SOLE VOTING POWER
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53,393,092 ordinary shares
1
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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53,393,092 ordinary shares
1
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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53,393,092 ordinary shares
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(10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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48.2%
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(12)
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TYPE OF REPORTING PERSON*
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IN
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1
Including (1) 4,071,092 ordinary
shares of the issuer held directly by Guanglin Lai, (2) 800,000 ordinary shares issuable upon the exercise of options held by Guanglin
Lai, and (3) 48,522,000 ordinary shares of the issuer held by Brothers Capital Limited that may be deemed to be beneficially owned
by Guanglin Lai.
CUSIP NO.:
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G41088 108
|
|
Page
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3
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of
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7
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(1)
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NAME OF REPORTING PERSONS
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Brothers Capital Limited
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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¨
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|
|
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|
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(b)
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¨
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|
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|
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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(5)
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SOLE VOTING POWER
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48,522,000 ordinary shares.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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48,522,000 ordinary shares.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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48,522,000 ordinary shares
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(10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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43.8%
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(12)
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TYPE OF REPORTING PERSON*
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CO
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CUSIP NO.:
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G41088 108
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Page
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4
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of
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7
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Item 1(a).
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Name of Issuer:
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Agria Corporation
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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12th Floor, Phase 1, Austin Tower
22-26A Austin Avenue
Tsim Sha Tsui, Kowloon
Hong Kong
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Item 2(a).
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Name of Person Filing:
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Guanglin Lai
Brothers Capital Limited
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Guanglin Lai
Agria Corporation
12th Floor, Phase 1, Austin Tower
22-26A Austin Avenue
Tsim Sha Tsui, Kowloon
Hong Kong
Brothers Capital Limited
c/o Guanglin Lai
Agria Corporation
12th Floor, Phase 1, Austin Tower
22-26A Austin Avenue
Tsim Sha Tsui, Kowloon
Hong Kong
Guanglin Lai — Singapore
Brothers Capital Limited — British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares
CUSIP NO.:
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G41088 108
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Page
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5
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of
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7
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G41088 108
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Item 3.
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Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
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Not Applicable
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Number of shares as to which such person has:
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Reporting
Person
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Amount
Beneficially
Owned
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Percent of
Class
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Sole Power to Vote
or Direct the Vote
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Shared
Power to
Vote or to
Direct the
Vote
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Sole Power to Dispose
or to Direct the
Disposition of
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Shared Power
to Dispose or
to Direct the
Disposition of
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Guanglin Lai
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53,393,092
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(1)
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48.2
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%
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53,393,092
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(1)
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|
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0
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53,393,092
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(1)
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0
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Brothers Capital
Limited
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48,522,000
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43.8
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%
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48,522,000
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0
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48,522,000
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0
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*
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Based on a total of 110,766,600 outstanding shares of the Issuer as of August 30, 2018.
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(1)
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Including (1) 4,071,092 ordinary shares of the issuer held directly
by Guanglin Lai, (2) 800,000 ordinary shares issuable upon the exercise of options held by Guanglin Lai, and (3) 48,522,000 ordinary
shares of the issuer held by Brothers Capital Limited that may be deemed to be beneficially owned by Guanglin Lai.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
CUSIP NO.:
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G41088 108
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Page
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6
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of
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7
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
Not applicable.
CUSIP NO.:
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G41088 108
|
|
Page
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7
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of
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7
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: Aug 30, 2018
Guanglin Lai
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/s/ Guanglin Lai
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Guanglin Lai
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Brothers Capital Limited
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By:
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/s/ Guanglin Lai
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Name:
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Guanglin Lai
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Title:
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Director
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[Signature Page to Schedule 13G]
LIST OF EXHIBITS
Exhibit No.
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|
Description
|
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A
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Joint Filing Agreement
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting
Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the ordinary shares, par value $0.0000001 per share, of Agria Corporation, a Cayman
Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally
blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of Aug 30, 2018.
Guanglin Lai
|
/s/ Guanglin Lai
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Guanglin Lai
|
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Brothers Capital Limited
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By:
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/s/ Guanglin Lai
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Name:
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Guanglin Lai
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Title:
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Director
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[Signature Page to Joint Filing Agreement,
Schedule 13G]
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