National Agricultural Holdings Limited (SEHK:1236) entered into a non-legally binding memorandum of understanding to acquire not more than 49% stake in Sinoagri Agricultural Machinery Holdings Company Limited from China National Agricultural Means of Production Group Co., Ltd. on December 1, 2014.

As on April 29, 2015, National Agricultural Holdings Limited (SEHK:1236) entered into a sale and purchase agreement to acquire 30% stake in Sinoagri Agricultural Machinery Holdings Company Limited from China National Agricultural Means of Production Group Co., Ltd. for approximately CNY 110 million in cash. The consideration will be satisfied by the internal resource of National Agricultural Holdings Limited or by proceeds from fund raising activities as may be conducted by National Agricultural Holdings Limited. Sinoagri Agricultural Machinery Holdings Company Limited reported revenue of CNY 846.3 million, profit before tax of CNY 33.99 million and profit after tax of CNY 28.9 million for the year ended December 31, 2013. As of December 31, 2013, Sinoagri Agricultural had total assets of CNY 971 million and net assets of CNY 301.5 million. As on August 12, 2015, the consideration shall be settled by Yi-Agri Investment Management (Shanghai) Company Limited a wholly-owned subsidiary of National Agricultural Holdings Limited. Yi-Agri Investment will be registered as a shareholder of the Target Company interested in 30% equity interests in the target company and shall provide the shareholder's loan to the Target Company pursuant to the terms of the share purchase agreement.

The Board of Directors of Sinoagri Agricultural Machinery shall comprise of 5 Directors, of which National Agricultural shall have the right to nominate 2 Directors and China National Agricultural shall have the right to nominate 3 Directors. The Chairman of the Sinoagri Agricultural Machinery Board shall be nominated by China National Agricultural and elected by Sinoagri Agricultural Machinery Board. The deal is subject to completion of financial and legal due diligence review, all necessary approvals or consents for the completion of the acquisition, the passing of the necessary resolution by the respective Board of Directors and the shareholders of National Agricultural Holdings Limited and China National Agricultural Means of Production Group Co., Ltd. and the execution of the formal agreement. The deal is also subject to approval and filing procedures with the competent government authorities, Sinoagri Agricultural Machinery Holdings Company Limited having obtained or renewed all the relevant waivers, licenses, consents or permits concerning their operation and business. As reported on June 23, 2015, the Board of National Agricultural is of the opinion that the transaction is the best interest for the shareholders of National Agricultural. As on July 13, 2015, the transaction was approved by the shareholders of National Agricultural Holdings Limited. All the conditions precedent set out in the agreement have been fulfilled on July 27, 2015. As reported on August 12, 2015, Yi-Agri Investment Management (Shanghai) Company Limited will now acquire 30% stake in Sinoagri Agricultural Machinery Holdings Company Limited from China National Agricultural Means of Production Group Co., Ltd.

Amasse Capital Limited and CCB International (Holdings) Limited acted as the financial advisors, Deloitte Touche Tohmatsu Hong Kong SAR acted as an accountant and Computershare Hong Kong Investor Services Limited acted as registrar for Yi-Agri Investment Management, subsidiary of National Agricultural.

National Agricultural Holdings Limited (SEHK:1236) acquired the acquisition of 30% stake in Sinoagri Agricultural Machinery Holdings Company Limited from China National Agricultural Means of Production Group Co., Ltd. on December 31, 2014.