SOURCE: Agria Corporation

June 26, 2008 06:00 ET

Agria Reports 4Q07, FY07 and 1Q08 Financial Results

BEIJING--(Marketwire - June 26, 2008) - Agria Corporation (NYSE: GRO) (the "Company" or "Agria"), an innovative China-based agri-solutions provider, today announced its financial results for the fourth quarter and year ended December 31, 2007, and for the first quarter ended March 31, 2008.

Fourth Quarter and Full Year 2007 Results

Revenues for the fourth quarter of 2007 were RMB 318.1 million (US$43.6 million), as compared to revenues of RMB 149.2 million for the fourth quarter of 2006. In the fourth quarter of 2007, gross profit was RMB 160.5 million (US$22.0 million) as compared to RMB 75.6 million in the fourth quarter of 2006. In the fourth quarter of 2007, gross margins were 41%, 66% and 75% from the Company's corn seed, sheep breeding and seedling segments, respectively, while revenues from the corn seed, sheep breeding and seedling segments accounted for 66%, 26% and 8%, respectively, of total revenues.

Net loss was RMB 42.3 million (US$5.8 million), as compared to net income of RMB 67.4 million during the same period last year. Results reflect the impact of recognizing a deferred income tax expense of RMB 157.6 million (US$21.6 million) relating to our operating subsidiary, Primalights III Agriculture Development Co., Ltd. ("P3A") starting in the fourth quarter of 2007, which did not exist in 2006. Excluding share-based compensation expense of RMB 8.9 million (US$1.2 million) in the fourth quarter of 2007, net loss for the fourth quarter of 2007 (non-GAAP) was RMB 33.3 million (US$4.6 million).

For the fourth quarter 2007, basic and diluted loss per ADS were RMB 0.74 (US$0.10), as compared to earnings of RMB 1.35 per basic and diluted ADS in the same period in 2006. Results reflect the impact of recognizing a deferred income tax expense of RMB 157.6 million (US$21.6 million) relating to P3A starting in the fourth quarter of 2007, which did not exist in 2006. Excluding share-based compensation expense of RMB 8.9 million (US$1.2 million) in the fourth quarter of 2007, diluted loss per ADS (non-GAAP) was RMB 0.58 (US$0.08). Each ADS represents two ordinary shares of the Company.

Revenues for the year ended December 31, 2007 were RMB 670.8 million (US$92.0 million), as compared to revenues of RMB 489.7 million for the year ended December 31, 2006. Revenues from our corn seed segment in 2007 increased by 39.9% year-on-year, primarily due to an increase in sales of our proprietary corn seeds and a higher average selling price of our corn seed products. Revenues from our sheep breeding segment in 2007 increased by 32.4% year-on-year primarily due to growth of our Primalights III hybrid sheep business, combined with growth in the sales of our frozen sheep semen and a higher average selling price of our frozen sheep semen products. Revenues from our seedling segment increased by 40.2% year-on-year, primarily due to increased sales of our date and white bark pine seedlings and the introduction of new seedling types in 2007.

For the year ended December 31, 2007, gross profit was RMB 373.9 million (US$51.3 million) as compared to RMB 282.3 million for the year ended December 31, 2006. For the full year 2007, the Company achieved gross margins of 41%, 72% and 71% from its corn seed, sheep breeding and seedling segments, respectively, while revenues from the corn seed, sheep breeding and seedling segments accounted for 51%, 38% and 11%, respectively, of total revenues.

Net income for the year ended December 31, 2007 was RMB 142.2 million (US$19.5 million), as compared to RMB 253.9 million in the same period of 2006. Results reflect the impact of recognizing a deferred income tax expense of RMB 157.6 million (US$21.6 million) relating to P3A starting in the fourth quarter of 2007, which did not exist in 2006. Excluding share-based compensation expense of RMB 13.3 million (US$1.8 million) in the year ended December 31, 2007, net income for the year ended December 31, 2007 (non-GAAP) was RMB 155.5 million (US$21.3 million).

For the year ended December 31, 2007, basic and diluted earnings per ADS were RMB 2.74 (US$0.38) and RMB 2.68 (US$0.37), respectively, as compared to RMB 5.08 per basic and diluted earnings per ADS for the same period in 2006. Results reflect the impact of recognizing a deferred income tax expense of RMB 157.6 million (US$21.6 million) relating to P3A starting in the fourth quarter of 2007, which did not exist in 2006. Excluding share-based compensation expense of RMB 13.3 million (US$1.8 million) in the year ended December 31, 2007, diluted earnings per ADS (non-GAAP) were RMB 2.93 (US$0.40).

As of December 31, 2007, Agria had cash and cash equivalents of RMB 1.39 billion (US$190.2 million).

First Quarter 2008 Results

Revenues for the first quarter of 2008 were RMB 114.4 million (US$16.3 million), as compared to revenues of RMB 118.7 million for the first quarter of 2007. Revenues from our corn seed segment in the first quarter of 2008 increased by 10% year-on-year, despite the impact of transportation issues caused by adverse weather conditions. Revenues from our sheep breeding segment declined 77% year-on-year in the first quarter of 2008 due to the centralization and technology upgrade of our sheep breeding operations. This resulted in a longer than expected cessation in sales of frozen semen and embryos due to delays in the installation and qualification of new equipment. The technology upgrade, equipment qualification and centralization were completed at the end of May 2008, allowing the Company to resume sales in its frozen semen and embryo business in June 2008. Revenues from our seedling segment increased by 35% year-on-year primarily due to increased sales volume in the segment.

In the first quarter of 2008, gross profit was RMB 42.9 million (US$6.1 million) as compared to RMB 57.9 million in the first quarter of 2007. In the first quarter of 2008, gross margins/loss were 39%, -92% and 86% from the Company's corn seed, sheep breeding and seedling segments, respectively, while revenues from the corn seed, sheep breeding and seedling segments accounted for 89%, 4% and 7%, respectively, of total revenues.

For the first quarter of 2008, net loss was RMB 58.0 million (US$8.3 million), compared to net income of RMB 50.9 million in same period last year, primarily due to the RMB 64.7 million (US$9.2 million) settlement between our shareholder, Brothers Capital Limited, and management of P3A (please refer to our press release dated June 2, 2008; the "P3A Settlement") and the above mentioned issues in the Company's higher margin sheep breeding segment. The cash settlement between our shareholder, Brothers Capital Limited, and management of P3A was a non-cash charge to Agria. Results reflect the impact of recognizing a deferred income tax expense of RMB 5.6 million (US$0.8 million) relating to P3A in the first quarter of 2008, which did not exist in the same period in 2007. Excluding the P3A Settlement and share-based compensation expense of RMB 8.5 million (US$1.2 million) in the first quarter of 2008, net income for the first quarter of 2008 (non-GAAP) was RMB 15.1 million (US$2.2 million).

For the first quarter of 2008, basic and diluted loss per ADS were RMB 0.92 (US$0.13), as compared to earnings of RMB 1.02 per basic and diluted ADS in the same period in 2007. Results reflect the impact of recognizing a deferred income tax expense of RMB 5.6 million (US$0.8 million) relating to P3A in the first quarter of 2008, which did not exist in the same period in 2007. Excluding share-based compensation expense of RMB 8.5 million (US$1.2 million) and the P3A Settlement in the first quarter of 2008, diluted earnings per ADS (non-GAAP) were RMB 0.24 (US$0.03).

The Company had cash and cash equivalents of RMB 1.37 billion (US$195.8 million) as of March 31, 2008.

Business Outlook

Kenneth Hua Huang, Agria's chief executive officer, commented, "Our strong performance in 2007 underscores the long-term potential of our business. We also recently took actions to enhance our corporate governance and organizational structure. While this was a time intensive effort for our board and management team, we are confident our actions will allow Agria to move forward as a more focused and cohesive company, better able to capitalize on the significant growth opportunities in our three core operating segments. We will work to build shareholder value by focusing on operations and growth and acquiring new businesses."

Based primarily on the sales orders received to date, Agria expects to generate total revenues in the range of approximately RMB 125 million (US$17 million) to RMB 135 million (US$19 million) for the second quarter of 2008, representing a year-on-year decline in the range by approximately 16% to 22%, respectively, as compared to RMB 161 million in the second quarter of 2007. For the full year 2008, Agria expects to generate total revenues in the range of approximately RMB 738 million (US$100 million) to RMB 771 million (US$110 million), representing year-on-year growth in the range by approximately 10% to 15%, respectively. This forecast reflects Agria's current and preliminary view, which is subject to change, and is expected to be back-end weighted to the fourth quarter due to normal seasonality of the industry.

Convenience Currency Translation

The conversion of RMB into U.S. dollars in this release, made solely for the convenience of the reader, is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. For the fourth quarter and full year periods of 2007, the rate is as of December 31, 2007, which was RMB 7.2946 to US$1.0000. For the first quarter of 2008, the rate is as of March 31, 2008, which was RMB 7.0120 to US$1.0000. No representation contained herein is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on March 31, 2008, or at any other date. The percentages stated in this press release are calculated based on RMB.

Investor Conference Call / Webcast Details

The dial-in number for the live audio call beginning on June 26, 2008 at 8:00 a.m. U.S. Eastern Time (8:00 p.m. June 26, 2008 in Beijing) is +1-201-689-8560. A live webcast of the conference call will be available on Agria's website at www.agriacorp.com.

A replay of the call will be available approximately 2 hours after the conclusion of the live call through midnight on July 10, 2008, U.S. Eastern Time (12 p.m., July 11, 2008 in Beijing) by telephone at +1-201-612-7415. To access the replay use conference ID#288947, with account #3055. A webcast replay will also be available at www.agriacorp.com.

About Agria Corporation

Agria Corporation (NYSE: GRO) is an innovative China-based agri-solutions provider focusing on research and development, production and distribution of three different types of upstream agricultural products. Its diversified portfolio of products comprises corn seeds, sheep breeding and seedlings, including proprietary products developed through its own research and development capability. The Company has access to approximately 27,000 acres of farmland in seven provinces and its extensive distribution network provides direct or third party distribution in 14 provinces. For more information about Agria Corporation, please visit www.agriacorp.com.

Safe Harbor Statement:

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Agria may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Agria's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, those risks outlined in Agria's filings with the U.S. Securities and Exchange Commission, including its Form F-1/A filed on November 2, 2007. All information provided in this press release is as of the date of this announcement unless otherwise stated, and Agria does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Non-GAAP Financial Measures

To supplement our consolidated financial information prepared in accordance with U.S. GAAP, Agria Corporation uses non-GAAP measures of net income and earnings per share and per ADS, which are adjusted to exclude share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures" set forth at the end of this release.

Agria believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses that may not be indicative of its operating performance from a cash perspective. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management's internal comparisons to Agria's historical performance and liquidity. Agria intends to compute its non-GAAP financial measures using the same consistent method from quarter to quarter. We believe these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP net income and earnings per share and per ADS excluding share-based compensation expenses is that these non-GAAP measures exclude share-based compensation charge that has been and will continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

                            Agria Corporation
                  Consolidated Statements of Operations
         (In thousands of RMB, except per share and per ADS data)
                               (Unaudited)

                           Three months ended       Twelve months ended
                          31-Dec       31-Dec       31-Dec       31-Dec
                            2006         2007         2006         2007

Revenue:
Corn seeds                   97,371      209,890      245,634      343,743
Sheep breeding products      42,668       83,427      193,054      255,508
Seedlings                     9,167       24,736       51,015       71,505
                        -----------  -----------  -----------  -----------
Total revenue               149,206      318,053      489,703      670,756
                        -----------  -----------  -----------  -----------

Cost of revenue:
Corn seeds                  (57,863)    (123,314)    (144,730)    (203,709)
Sheep breeding products     (12,604)     (28,127)     (52,287)     (72,716)
Seedlings                    (3,150)      (6,063)     (10,357)     (20,459)
                        -----------  -----------  -----------  -----------
Total cost of revenue       (73,617)    (157,504)    (207,374)    (296,884)
                        -----------  -----------  -----------  -----------

Gross profit                 75,589      160,549      282,329      373,872

Operating (expense)
 income (Note 1):
Selling expenses             (4,087)     (25,535)     (14,031)     (36,443)
General and
 administrative
 expenses                    (2,784)     (14,607)      (7,472)     (25,723)
Research and
 development expenses          (561)      (1,413)      (3,746)      (3,080)
Government Grants                --           --           80           --
                        -----------  -----------  -----------  -----------
Total operating
 expenses                    (7,432)     (41,555)     (25,169)     (65,246)
                        -----------  -----------  -----------  -----------

Operating profit             68,157      118,994      257,160      308,626
Interest income                  67        7,857          280        8,700
Interest expense             (1,164)      (1,988)      (4,923)      (8,260)
Exchange loss                    --       (7,745)          --       (7,745)
Other income                    342          281        1,386          578
Other expense                    --         (680)          --         (680)
                        -----------  -----------  -----------  -----------
Income before income
 tax                         67,402      116,719      253,903      301,219
Income tax                       --     (159,001)          --     (159,001)
                        -----------  -----------  -----------  -----------
Net income/(loss)            67,402      (42,282)     253,903      142,218
                        ===========  ===========  ===========  ===========

Earnings/(loss) per
 share:
-Basic                      RMB0.67     RMB(0.37)     RMB2.54      RMB1.37
-Diluted                    RMB0.67     RMB(0.37)     RMB2.54      RMB1.34
                        ===========  ===========  ===========  ===========

Weighted average number
 of ordinary shares
 outstanding:
-Basic                  100,000,000  115,782,609  100,000,000  103,978,082
-Diluted                100,000,000  115,782,609  100,000,000  106,091,889

Earnings/(loss) per ADS
 (Note 2):
-Basic                      RMB1.35     RMB(0.74)     RMB5.08      RMB2.74
-Diluted                    RMB1.35     RMB(0.74)     RMB5.08      RMB2.68
                        ===========  ===========  ===========  ===========

Note 1:

Share based
 compensation expense
 are included in:
General and
 administrative
 expenses                        --       (8,782)          --      (13,147)
Research and
 development expenses            --          (12)          --          (12)
Cost of revenue                  --         (152)          --         (152)
                        -----------  -----------  -----------  -----------
Total share based
 compensation expense            --       (8,946)          --      (13,311)
                        ===========  ===========  ===========  ===========
Note 2:
Each ADS represents two
 ordinary shares.



                            Agria Corporation
                  Consolidated Statements of Operations
        (In thousands of US$, except per share and per ADS data)
                               (Unaudited)

                                             Three months    Twelve months
                                                 ended          ended
                                                31-Dec          31-Dec
                                                  2007            2007

Revenue:
Corn seeds                                         28,773          47,123
Sheep breeding products                            11,437          35,027
Seedlings                                           3,391           9,802
                                              -----------     -----------
Total revenue                                      43,601          91,952
                                              -----------     -----------

Cost of revenue:
Corn seeds                                        (16,905)        (27,926)
Sheep breeding products                            (3,856)         (9,968)
Seedlings                                            (831)         (2,805)
                                              -----------     -----------
Total cost of revenue                             (21,592)        (40,699)
                                              -----------     -----------

Gross profit                                       22,009          51,253

Operating expense (Note 1):
Selling expenses                                   (3,501)         (4,996)
General and administrative expenses                (2,002)         (3,526)
Research and development expenses                    (194)           (422)
                                              -----------     -----------
Total operating expenses                           (5,697)         (8,944)
                                              -----------     -----------

Operating profit                                   16,312          42,309
Interest income                                     1,077           1,193
Interest expense                                     (273)         (1,133)
Exchange loss                                      (1,062)         (1,062)
Other income                                           39              79
Other expense                                         (93)            (93)
                                              -----------     -----------
Income before income tax                           16,000          41,293
Income tax                                        (21,797)        (21,797)
                                              -----------     -----------
Net (loss)/income                                  (5,797)         19,496
                                              ===========     ===========

(Loss)/earnings per share:
-Basic                                           USD(0.05)        USD0.19
-Diluted                                         USD(0.05)        USD0.18
                                              ===========     ===========
Weighted average number of ordinary shares
 outstanding:

-Basic                                        115,782,609     103,978,082
-Diluted                                      115,782,609     106,091,889

(Loss)/earnings per ADS (Note 2):
-Basic                                           USD(0.10)        USD0.38
-Diluted                                         USD(0.10)        USD0.37
                                              ===========     ===========

Note 1:
Share based compensation expense are
 included in:
General and administrative expenses                (1,204)         (1,802)
Research and development expenses                      (2)             (2)
Cost of revenue                                       (21)            (21)
                                              -----------     -----------
Total                                              (1,227)         (1,825)
                                              ===========     ===========

Note 2:
Each ADS represents two ordinary shares.



                            Agria Corporation
                    Reconciliation of Non-GAAP measures
         (In thousands of RMB, except per share and per ADS data)
                                (Unaudited)

                              Three months ended      Twelve months ended
                              31-Dec      31-Dec      31-Dec      31-Dec
                               2006        2007        2006        2007



Net income/(loss)                67,402    (42,282)     253,903     142,218
Share based compensation
 expense                             --      8,946           --      13,311
                            ----------- ----------  ----------- -----------

Non-GAAP net income/(loss)       67,402    (33,336)     253,903     155,529
                            =========== ==========  =========== ===========

Net income/(loss) per ADS -
 basic                          RMB1.35   RMB(0.74)     RMB5.08     RMB2.74
Net income/(loss) per ADS -
 diluted                        RMB1.35   RMB(0.74)     RMB5.08     RMB2.68
                            =========== ==========  =========== ===========

Non-GAAP net income/(loss)
 per ADS - basic                RMB1.35   RMB(0.58)     RMB5.08     RMB2.99
Non-GAAP net income/(loss)
 per ADS - diluted              RMB1.35   RMB(0.58)     RMB5.08     RMB2.93
                            =========== ==========  =========== ===========

Weighted average shares
 used in calculating basic
 net income/(loss) per ADS   50,000,000 57,891,305   50,000,000  51,989,041
Weighted average shares
 used in calculating
 diluted net income/(loss)
 per ADS                     50,000,000 57,891,305   50,000,000  53,045,945

Note 1:
Each ADS represents two common shares.



                            Agria Corporation
                    Reconciliation of Non-GAAP measures
         (In thousands of US$, except per share and per ADS data)
                                (Unaudited)

                                             Three months    Twelve months
                                                 ended          ended
                                                31-Dec          31-Dec
                                                  2007            2007

Net (loss)/income                                  (5,797)         19,496
Share based compensation expense                    1,227           1,825
                                              -----------     -----------

Non-GAAP net (loss)/income                         (4,570)         21,321
                                              ===========     ===========

Net (loss)/income per ADS - basic                USD(0.10)        USD0.38
Net (loss)/income per ADS - diluted              USD(0.10)        USD0.37
                                              ===========     ===========

Non-GAAP net (loss)/income per ADS - basic       USD(0.08)        USD0.41
Non-GAAP net (loss)/income per ADS - diluted     USD(0.08)        USD0.40
                                              ===========     ===========

Weighted average shares used in calculating
 basic net (loss)/income per ADS               57,891,305      51,989,041
Weighted average shares used in calculating
 diluted net (loss)/income per ADS             57,891,305      53,045,945

Note 1:
Each ADS represents two common shares.



                            Agria Corporation
                  Consolidated Statements of Operations
         (In thousands of RMB, except per share and per ADS data)
                                (Unaudited)

                                                     Three months ended
                                                    31-Mar       31-Mar
                                                      2007         2008

Revenue:
Corn seeds                                             92,986      101,908
Sheep breeding products                                19,748        4,467
Seedlings                                               5,960        8,073
                                                  -----------  -----------
Total revenue                                         118,694      114,448
                                                  -----------  -----------

Cost of revenue:
Corn seeds                                            (53,257)     (61,759)
Sheep breeding products                                (6,336)      (8,597)
Seedlings                                              (1,153)      (1,167)
                                                  -----------  -----------
Total cost of revenue                                 (60,746)     (71,523)
                                                  -----------  -----------

Gross profit                                           57,948       42,925

Operating expense (Note 1):
Selling expenses                                       (3,560)      (4,013)
General and administrative expenses                    (1,645)     (80,657)
Research and development expenses                        (513)      (3,177)
                                                  -----------  -----------
Total operating expenses                               (5,718)     (87,847)
                                                  -----------  -----------

Operating profit/(loss)                                52,230      (44,922)
Interest income                                            79       10,571
Interest expense                                       (1,400)        (452)
Exchange loss                                              --       (5,190)
Other income                                               --            2
Other expense                                              --      (12,382)
                                                  -----------  -----------
Income/(loss) before income tax                        50,909      (52,373)
Income tax                                                 --       (5,632)
                                                  -----------  -----------
Net income/(loss)                                      50,909      (58,005)
                                                  ===========  ===========

Earnings/(loss) per share:
-Basic                                                RMB0.51     RMB(0.46)
-Diluted                                              RMB0.51     RMB(0.46)
                                                  ===========  ===========

Weighted average number of ordinary shares
 outstanding:
-Basic                                            100,000,000  126,400,000
-Diluted                                          100,000,000  126,400,000

Earnings/(loss) per ADS (Note 2):
-Basic                                                RMB1.02     RMB(0.92)
-Diluted                                              RMB1.02     RMB(0.92)
                                                  ===========  ===========

Note 1:
P3A Settlement included in general and
 administrative expenses                                   --      (64,652)
                                                  ===========  ===========
Share based compensation expense are included in:
General and administrative expenses                        --       (8,396)
Research and development expenses                          --           (6)
Cost of revenue                                            --          (81)
                                                  -----------  -----------
Total Share based compensation expense                     --       (8,483)
                                                  ===========  ===========
Note 2:
Each ADS represents two ordinary shares.



                            Agria Corporation
                  Consolidated Statements of Operations
         (In thousands of US$, except per share and per ADS data)
                                (Unaudited)

                                                     Three months ended
                                                    31-Mar       31-Mar
                                                      2007         2008

Revenue:
Corn seeds                                             12,040       14,534
Sheep breeding products                                 2,557          637
Seedlings                                                 772        1,151
                                                  -----------  -----------
Total revenue                                          15,369       16,322
                                                  -----------  -----------

Cost of revenue:
Corn seeds                                             (6,896)      (8,808)
Sheep breeding products                                  (820)      (1,226)
Seedlings                                                (149)        (166)
                                                  -----------  -----------
Total cost of revenue                                  (7,865)     (10,200)
                                                  -----------  -----------

Gross profit                                            7,503        6,122

Operating expense (Note 1):
Selling expenses                                         (461)        (572)
General and administrative expenses                      (213)     (11,503)
Research and development expenses                         (66)        (453)
                                                  -----------  -----------
Total operating expenses                                 (740)     (12,528)
                                                  -----------  -----------

Operating profit/(loss)                                 6,763       (6,406)
Interest income                                            10        1,507
Interest expense                                         (181)         (64)
Exchange gain/loss                                         --         (740)
Other expenses                                             --       (1,766)
                                                  -----------  -----------
Income/(loss) before income tax                         6,592       (7,469)
Income tax                                                 --         (803)
                                                  -----------  -----------
Net income/(loss)                                       6,592       (8,272)
                                                  ===========  ===========

Earnings/(loss) per share:
-Basic                                                USD0.07     USD(0.07)
-Diluted                                              USD0.07     USD(0.07)
                                                  ===========  ===========
Weighted average number of ordinary shares
 outstanding:

-Basic                                            100,000,000  126,400,000
-Diluted                                          100,000,000  126,400,000

Earnings/(loss) per ADS (Note 2):
-Basic                                                USD0.13     USD(0.13)
-Diluted                                              USD0.13     USD(0.13)
                                                  ===========  ===========

Note 1:
P3A Settlement included in general and
 administrative expenses                                   --       (9,220)
                                                  ===========  ===========
Share based compensation expense are included in
General and administrative expenses                        --       (1,197)
Research and development expenses                          --           (1)
Cost of revenue                                            --          (12)
                                                  -----------  -----------
Total share based compensation expense                     --       (1,210)
                                                  ===========  ===========
Note 2:
Each ADS represents two ordinary shares.



                            Agria Corporation
                    Reconciliation of Non-GAAP measures
         (In thousands of RMB, except per share and per ADS data)
                                (Unaudited)

                                                    Three months ended
                                                    31-Mar      31-Mar
                                                     2007        2008

Net income/(loss)                                     50,909      (58,005)
P3A Settlement                                            --       64,652
Share based compensation expense                          --        8,483
                                                 -----------   ----------

Non-GAAP net income                                   50,909       15,130
                                                 ===========   ==========

Net income/(loss) per ADS - basic                    RMB1.02     RMB(0.92)
Net income/(loss) per ADS - diluted                  RMB1.02     RMB(0.92)
                                                 ===========   ==========

Non-GAAP net income per ADS - basic                  RMB1.02      RMB0.24
Non-GAAP net income per ADS - diluted                RMB1.02      RMB0.24
                                                 ===========   ==========

Weighted average shares used in calculating
 basic net income per ADS                         50,000,000   63,200,000
Weighted average shares used in calculating
 diluted net income per ADS                       50,000,000   63,200,000

Note 1: Each ADS represents two common shares.



                            Agria Corporation
                    Reconciliation of Non-GAAP measures
         (In thousands of US$, except per share and per ADS data)
                                (Unaudited)

                                                         Three months
                                                            ended
                                                           31-Mar
                                                             2008

Net loss                                                      (8,272)
P3A Settlement                                                 9,220
Share based compensation expense                               1,210
                                                          ----------

Non-GAAP net income                                            2,158
                                                          ==========

Net loss per ADS - basic                                    USD(0.13)
Net loss per ADS - diluted                                  USD(0.13)
                                                          ==========

Non-GAAP net income per ADS - basic                          USD0.03
Non-GAAP net income per ADS - diluted                        USD0.03
                                                          ==========

Weighted average shares used in calculating basic net
 (loss)/income per ADS                                    63,200,000
Weighted average shares used in calculating diluted net
 (loss)/income per ADS                                    63,200,000

Note 1: Each ADS represents two common shares.



                            Agria Corporation
                        Consolidated Balance Sheets
                              (In thousands)

                                      (Audited)   (Unaudited)  (Unaudited)
                                        31-Dec      31-Dec       31-Mar
                                         2006         2007         2008
                                        (RMB)        (RMB)        (US$)
ASSETS
Current assets:
Cash and cash equivalents                  42,782   1,387,153      195,779
Accounts receivable (net of allowance
 for doubtful accounts)                   156,440     200,757       16,682
Inventories                                58,007      59,937        8,960
Prepayments and other current assets       22,584      48,626       15,511
Amounts due from related parties            1,059         557           80
                                      ----------- -----------  -----------
Total current assets                      280,872   1,697,030      237,012
                                      ----------- -----------  -----------

Non-current assets:
Property, plant and equipment, net         40,126      65,680        9,600
Investment                                    205         205           29
Intangible assets, net                     74,437     189,499       28,127
Non-current prepayments                        --      14,127        1,711
Deferred tax assets                            --         529           76
Other assets, net                          94,836     104,466       14,566
                                      ----------- -----------  -----------
Total non-current assets                  209,604     374,506       54,109
                                      ----------- -----------  -----------
Total assets                              490,476   2,071,536      291,121
                                      =========== ===========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term bank borrowings                 36,900      15,160        2,019
Long-term bank borrowing, current
 portion                                    1,500          --           --
Accounts payable                           27,161       9,011          346
Accrued expenses and other
 liabilities                               14,907      31,471        4,343
Deferred revenue                               --       1,122          144
Amount due to a shareholder                29,992          --           --
Amounts due to related parties             16,884         212           66
                                      ----------- -----------  -----------
Total current liabilities                 127,344      56,976        6,918
                                      ----------- -----------  -----------

Non-current liabilities:
Deferred tax liability                         --     157,561       23,274
Amounts due to related parties              8,996       8,792        1,254
                                      ----------- -----------  -----------
Total non-current liabilities               8,996     166,353       24,528
                                      ----------- -----------  -----------
Total liabilities                         136,340     223,329       31,446
                                      ----------- -----------  -----------


Shareholders' equity:
Paid-up capital                                --          --           --
Additional paid-in capital                  8,098   1,561,933      233,994
Statutory reserves                         76,953      76,953       10,974
Accumulated other comprehensive loss           --      (9,421)      (8,216)
Retained earnings                         269,085     218,742       22,923
                                      ----------- -----------  -----------
Total shareholders' equity                354,136   1,848,207      259,675
                                      ----------- -----------  -----------
Total liabilities and shareholders'
 equity                                   490,476   2,071,536      291,121
                                      =========== ===========  ===========

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