China Agri Products Exchange : Appointment of Independent Financial Adviser

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Agri-Products Exchange Limited.

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中 國 農 產 品 交 易 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to the announcement of China Agri-Products Exchange Limited (the ''Company'') dated 4 December 2016 (the ''Announcement'') in relation to, among other things, the Sale and Purchase Agreement, the Subscription Agreement, the Transactions and the Whitewash Waiver. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that Somerley Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the independent financial adviser of the Company to advise the independent committee of the Board (the ''Independent Board Committee'') and the Independent Shareholders on the Transactions and the Whitewash Waiver. The Independent Board Committee, comprising Mr. Ng Yat Cheung, Mr. Lau King Lung and Mr. Wong Hin Wing, being all the independent non-executive Directors, has been established and has approved such appointment of Somerley Capital Limited pursuant to Rule 2.1 of the Takeovers Code.

It should be noted that each of the Acquisition and the Subscription is subject to a number of conditions, which may or may not be fulfilled. In addition, the approval of the new listing application to be made by the Company and the Whitewash Waiver may or may not be granted. The Shareholders and potential investors should exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

By Order of the Board

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中國農產品交易有限公司

Chan Chun Hong, Thomas

Chairman and Chief Executive Officer

Hong Kong, 6 January 2017

As at the date of this announcement, the executive Directors are Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing, and the independent non- executive Directors are Mr. Ng Yat Cheung, Mr. Lau King Lung and Mr. Wong Hin Wing.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.